HomeMy WebLinkAboutIron Creek Lease - Patriot Door & Millwork Inc - 3173 Eldridge (FE) (3) COMMERCIAL LEASE AGREEMENT
(Triple Net)
Date: April 30, 2025
Between: Iron Creek Enterprise, LLC ("Landlord")
PO Box 2375
Clackamas, OR 97015
And: Patriot Door and Millwork, Inc. ("Tenant")
Landlord leases to Tenant and Tenant leases from Landlord the property described in
the following Section(the"Premises") on the terms and conditions stated below:
Article 1
LEASE TERMS
1.1 Effective Date of Lease: April 30, 2025
1.2 Tenant: Patriot Door and Millwork, Inc.
Address: 3173 Eldridge Avenue,Twin Falls, ID 83301
Notice Address:
Email Address: Patti@patriot-door.com
1.3 Landlord: Iron Creek Enterprise, LLC
Notice Address: PO Box 2375 Clackamas, OR 97015
Address for Payment of Rent: PO Box 2375 Clackamas, OR 97015
Email Address: terri@hrhomes.net
1.4 Premises: The Premises, which has a general address of 3173 Eldridge Ave,
and is more specifically described in the legal description, Exhibit A.
1.5 Permitted Use of Premises: Door installation and millwork business.
1.6 Common Areas: As described and depicted on Exhibit C.
Iron Creek Enterprise,LLC
PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement-Page 1 of 28
1.7 Initial Term of Lease: Thirty-eight (38) months.
Lease Commencement Date: August 1, 2025
Lease Expiration Date: September 30, 2028
Rent Commencement Date: Same as Lease Commencement Date.
Rent Schedule: See Exhibit C.
1.8 Option for Extended Term: The Term may be extended for two (2),three-
year periods, at the option of the landlord. Tenant will have no implied right of renewal of
this Lease. Tenant, but not any assignee or successor or sublet of Tenant, may be afforded an
option to extend the duration of this Lease. During the option Term, all of the other
provisions of the Lease shall remain in effect except that Base Rent. The first year of the
option Term shall be subject to adjustment to a fair market rent as shall be agreed upon
between the parties, but in no event less than the amount in effect during the last year of the
previous Term, and thereafter subject to annual increases of 3 %.
1.9 Base Rent: Tenant must pay to Landlord, promptly when due, without notice
or demand and without deduction or set-off of any amount whatsoever, $6,535.14 per month
("Base Rent") as Base Rent for the Premises from the Lease Commencement Date to the
Lease Expiration Date.
1.10 Adjustment of Base Rent: On each anniversary of the Commencement Date
during the initial Term, the Base Rent will be increased by (3%) over the Base Rent for the
immediately-prior year. All Base Rent must be paid in advance, beginning on the
Commencement Date and then on the first day of each calendar month during the Term.
1.11 Prepaid Rent: $ 6,535.14
1.12 Security Deposit: $ 6,535.14
1.13 Exhibits: Exhibit A: Premises
Exhibit B: Tenant Improvements
Exhibit C: Rent Schedule
Lease Rider: Personal Guaranty
The Commercial Lease is made and entered into between Landlord and Tenant on the
Effective Date of Lease set forth in Section 1.1. The defined terms used in this Lease ("Lease
Terms") have the meanings and definitions given them in Article 1. The Lease Terms, the
Exhibits,the addenda described in the Lease Terms, and this Commercial Lease agreement are
and will be construed as a single instrument and are hereinafter referred to as the "Lease."
Now, therefore, for valuable consideration, Landlord and Tenant covenant and agree
as follows:
Iron Creek Enterprise,LLC
PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement-Page 2 of 28
Article 2
LEASE OF PREMISES
2.1 Lease. Subject to the terms and conditions of this Lease, Landlord hereby
leases to Tenant and Tenant hereby leases from Landlord the Premises.
2.2 Term. The Initial Term of this Lease is set forth in section 1.7.
2.3 Delivery of Possession and Commencement. Landlord will deliver the
Premises to Tenant on or before on the Lease Commencement Date. By acceptance of
possession of the Premises hereunder, Tenant acknowledges that Tenant accepts the Premises
"AS IS,WHERE IS" and as suitable for Tenant's intended use, in good and sanitary operating
order, condition, and repair, and without representation or warranty by Landlord of the
condition, use, or occupancy that may be made thereof.
2.4 Common Areas. Common Area(s) are as described and depicted in Exhibit A.
Tenant shall be liable for a pro-rata share of the Common Area maintenance expenses.
Common area expenses shall include all ad valorem (property) taxes, hazard insurance,
outside lighting (including electricity usage therefore), and for maintenance of the Common
Area. Tenant shall pay such Common Area expenses within 20 days of receiving an invoice
therefore. Any such Common Area expense charge will be considered additional rent.
Article 3
CHARGES PAYABLE BY TENANT
3.1 Rent. Tenant will pay to Landlord all Rent for the Premises without demand,
deduction, or offset. The term"Rent"as used in this Lease includes Base Rent, Additional
Rent, and all other sums due under the Lease. Rent is payable by Tenant in advance on the
first day of each month commencing on the Rent Commencement Date. Rent for any partial
calendar month will be prorated for the number of days during that partial month the Premises
are occupied by Tenant.
Late Charges. Tenant's failure to pay Rent promptly may cause Landlord to incur
unanticipated costs. The exact amount of such costs are impractical or extremely difficult to
ascertain. Such costs may include, but are not limited to,processing and accounting charges
and late charges which may be imposed on Landlord by any ground lease, mortgage or trust
deed encumbering the Premises. Therefore, if Landlord does not receive the full Rent
payment owed within five business days after it becomes due, Tenant shall pay Landlord a
late charge equal to five percent (5%) of the overdue amount. The parties agree that such late
charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of
such late payment. The payment of a late charge shall not excuse or cure any default by
Tenant under this Lease.
3.2 Additional Rent. The term"Additional Rent"means amounts set forth under
this section 3.2 and any other sums payable by Tenant to Landlord under this Lease.
3.2.1 Operating Expenses. Tenant shall be responsible for paying all Operating
Expenses associated with the Premises in a timely manner. The term "Operating Expenses"
shall mean all costs and expenses for the operation and maintenance of the Premises and
Common Areas, including, but not limited to:the cost of all charges for water, gas, electricity,
Iron Creek Enterprise,LLC
PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement- Page 3 of 28
sewer, storm water, and other services and utilities furnished to the Premises, business license
fees or similar fees for permits relating to the Premises arising out of Tenant's use, personal
property taxes assessed against Tenant's personal property or other taxes assessed against
Tenant's activity or operations, and any and all other costs or charges associated with the
operation, maintenance, repair and management of the Premises that is not the obligation of
the Landlord pursuant to this Lease.
3.3 Real Property Taxes. Landlord shall pay and be responsible for all real
property taxes assessed against the Premises, including the Building, and Tenant shall
reimburse Landlord for payment under this section no later than 20 days from when Tenant is
notified of such payment.
Definition of"Real Property Tax." "Real property tax" means: (i) any general or
special fee, license fee, license tax,business license fee, commercial Rental tax, levy, charge,
assessment, penalty or tax imposed by any taxing authority against the Premises; (ii) any tax
on the Landlord's right to receive, or the receipt of, Rent or income from the Premises or
against Landlord's business of leasing the Premises; (iii) any tax or charge for fire protection,
streets, sidewalks, road maintenance, refuse or other services provided to the Premises by any
governmental agency; (iv) any tax imposed upon this transaction or based upon a
reassessment of the Premises due to a change of ownership, as defined by applicable law, or
other transfer of all or part of Landlord's interest in the Premises; and (v) any charge or fee
replacing any tax previously included within the definition of real property tax. "Real
property tax" does not, however, include Landlord's federal or state income, franchise,
inheritance or estate taxes.
3.3.1 Personal Property Taxes. Tenant shall pay all taxes charged against trade
fixtures, furnishings, equipment or any other personal property belonging to Tenant. Tenant
shall have Tenant's personal property assessed separately from the Premises.
If any of Tenant's personal property is taxed with the Premises and the Premises are not
separately assessed, Tenant shall pay Landlord the taxes for the personal property within 20
days after Tenant receives a written statement from Landlord for such personal property taxes.
3.4 Prepaid Rent. Concurrently with the execution of this Lease by Tenant,
Tenant will pay the Initial Base Rent for the first full month of the Lease Term for which Rent
is payable.
3.5 Security Deposit. Concurrently with the execution of this Lease by Tenant,
Tenant will deliver to Landlord the Security Deposit. Landlord may apply the Security
Deposit to pay the cost of performing any obligation that Tenant fails to perform within the
time required by this Lease, but such application by Landlord will not waive Landlord's other
remedies nor be the exclusive remedy for Tenant's default. If Landlord applies the Security
Deposit as set forth herein, Tenant will pay Landlord, on demand, all sums necessary to
restore the Security Deposit to its original amount. Tenant will not have the right to apply the
Security Deposit or any part thereof to any Rent or other sums due under this Lease.
If Tenant is not in default of this Lease at the expiration or termination hereof,
Landlord will return the unapplied portion of the Security Deposit to Tenant, except for any
Iron Creek Enterprise,LLC
PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement-Page 4 of 28
amount necessary to return the Premises to the condition set forth in Article 19. Landlord will
not be obligated to pay interest on the Security Deposit.
3.6 Premium Property Insurance. Tenant shall reimburse Landlord for
Landlord's payment of premiums for hazard insurance to cover the Premises, including the
Building. Property insurance shall be in coverage types and amounts as Landlord may deem
necessary and proper. Tenant shall reimburse Landlord for payment under this section no later
than 20 days from when Tenant is notified of such payment.
3.7 Interest on Past Due Obligations: Any amount owed by Tenant to Landlord
which is not paid when due shall bear interest at the rate of 12% per annum from the due date
of such amount. The payment of interest on such amounts shall not excuse or cure any default
by Tenant under this Lease. If the interest rate specified in this lease is higher than the rate
permitted by law,the interest rate is hereby decreased to the maximum legal interest rate
permitted by law.
Article 4
USE OF PREMISES
4.1 Permitted Use. Tenant may use the Premises for Tenant's Permitted Use and
for no other purpose without Landlord's written consent, which Landlord may withhold,
condition or deny in Landlord's sole and absolute discretion. Tenant will not use the Premises
in a manner that obstructs, annoys, or interferes with the rights of the other users of the
Parking Lot or the occupants in any adjacent business, or the invitees or occupants of
Landlord's adjacent properties. Tenant will not cause any nuisance nor permit any
objectionable fumes, electromagnetic waves, vibration,noise, light, or radiation to be emitted
from the Premises.
4.2 Equipment. Tenant will install only such equipment in the Premises as is
customary for the Permitted Use and will not overload the floors or electrical circuits of the
Premises or Building or change the wiring or plumbing of the Building or Premises. Any
equipment, cables, wiring, conduit, additional dedicated circuits, and any additional air
conditioning required because of any such equipment installed by Tenant will be installed,
maintained, and operated at Tenant's sole expense and in accordance with Landlord's
requirements, and must receive the prior written consent of Landlord in Landlord's sole and
absolute discretion.
4.3 Compliance with Laws. Tenant shall give prompt notice to Landlord of any
notice it receives of the violation of any law or requirement of any public authority with
respect to the Premises or the use or occupancy thereof. Tenant will, at Tenant's expense,
comply with all laws and requirements of any public authorities ("Laws")that, in respect of
the Premises or the use and occupancy thereof, or the abatement of any nuisance in, on, or
about the Premises, impose any violation, order, or duty on Landlord or Tenant, arising from
(a) Tenant's use of the Premises; (b) the manner of conduct of Tenant's business or operation
of its installations, equipment, or other property therein; (c) any cause or condition created by
or at the instance of Tenant; or(d)breach of any of Tenant's obligations hereunder.
4.4 Environmental Law Compliance. For purposes of this section,the term
"Hazardous Substances"means and includes all hazardous and toxic substances,waste, or
Iron Creek Enterprise,LLC
PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement-Page 5 of 28
materials; and any pollutant or contaminant, including, without limitation, PCBs, asbestos,
asbestos-containing materials, and raw materials that are included under or regulated by any
Environmental Laws. For purposes of this Lease,the term"Environmental Laws"means and
includes all federal, state, and local statutes, ordinances,regulations, and rules presently in
force or hereafter enacted relating to environmental quality, contamination, and clean-up of
Hazardous Substances. References in this Lease to "Laws" are deemed to include
Environmental Laws.
4.4.1 Indemnity Regarding Legal Violations. Tenant will indemnify and hold
harmless Landlord and all Superior Mortgagees(as defined in Section 18.1) and its and their
respective partners, directors, officers, agents, and employees from and against any and all
claims arising from or in connection with the violation of Laws including but not limited to
the Environmental Laws, occurring in, at, or about the Building and the Land due to the acts
or omissions of Tenant or its partners, directors, officers, agents, and employees, or otherwise
occurring on the Premises after the Lease Commencement Date and not caused by Landlord,
together with all costs, expenses, and liabilities incurred or in connection with each such
claim, action, proceeding, or appeal, including, without limitation, all attorney fees and
expenses. Landlord will indemnify and hold harmless Tenant and its partners, directors,
officers, agents, and employees from and against any and all claims arising from or in
connection with the violation of Laws, including but not limited to Environmental Laws,
occurring prior to the Lease Commencement Date in, at, or about the Building and the Land
due to the acts or omissions of Landlord or its partners, directors, officers, agents, and
employees, together with all costs, expenses, and liabilities incurred or in connection with
each such claim, action, proceeding, or appeal, including, without limitation, all attorney fees
and expenses.
4.5 Rules and Regulations. Landlord may make and Tenant will comply with all
rules and regulations of the Premises and the Parking Lot (the "Rules") as Landlord may
revise and enforce from time to time. The Rules are in addition to and will not be construed to
modify or amend this Lease in any way, and in the event of any conflict between the terms of
this Lease and any Rule,the terms of the Lease will govern.
Article 5
MAINTENANCE AND REPAIR
5.1 Landlord Repairs. Landlord will repair, maintain, and replace, when
necessary, the roof, foundation, exterior walls, interior structural walls, all structural
components, and all systems such as mechanical, electrical, and plumbing of or in the
Building and the Premises. Tenant expressly waives the benefits of any statute now or later in
effect that would otherwise give Tenant the right to make repairs at Landlord's expense and
deduct that cost from Rent owing to Landlord.
5.2 Tenant's Repairs. Except for Landlord Repairs set forth in section 5.1, Tenant
will:
(a) maintain all portions of the Premises and fixtures situated within the Premises,
including those in the Building, in good order and repair;
(b) maintain, repair, and replace, if necessary, all special equipment and decorative
treatments installed by or at Tenant's request;
Iron Creek Enterprise,LLC
PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement-Page 6 of 28
(c) maintain, repair, and replace, if necessary, any and all plate glass on or in the
Premises;
(d) make all necessary repairs and replacements to all portions of the Premises and
pay Landlord for the repairs or replacements to the Building if any such repairs or
replacements are needed because of Tenant's negligence or misuse of the Premises, including
any negligent or intentional acts of Tenant and/or its employees, contractors, agents, or
invitees; and
(e) not commit waste to the Premises, Building, Common Areas, or the Land.
If Tenant fails to perform Tenant's obligations under this section 5.2 or under any
other section of this Lease, after ten(10)business days' written notice to Tenant, except in an
emergency when no prior notice will be required, Landlord may enter the Premises, perform
the obligations on Tenant's behalf, and recover the cost of performance, together with interest
at the rate of 12 percent per year, as Additional Rent payable by Tenant with the next
installment of Base Rent, as long as that rate does not exceed the maximum rate then allowed
by Law.
Article 6
ALTERATIONS
6.1 Tenant Improvements. Landlord shall be responsible, at its sole cost and
expense, for the completion of the tenant improvements described in Exhibit B attached hereto
(the "Tenant Improvements"). Landlord shall cause the Tenant Improvements to be
constructed in a good and workmanlike manner, in compliance with all applicable laws and
regulations, and shall obtain all necessary permits and approvals. Tenant shall have no
obligation to perform or pay for any portion of the Tenant Improvements. The initial Tenant
Improvements shall not be deemed an alteration made by Tenant under this Lease, and the
provisions of this Article 6 shall not apply to such improvements.
6.2 Alterations by Landlord. Landlord may reasonably alter or improve the
Parking Lot as necessary and in Landlord's sole and absolute discretion, including any
temporary interruption of access caused by repair, maintenance, alteration or improvement of
the Parking Lot.
6.3 Alterations by Tenant. Tenant will not make any alterations, additions, or
improvements to the Premises or the Building without obtaining Landlord's prior written
consent, which consent Landlord may withhold in Landlord's sole and absolute discretion. If
Landlord consents in writing to any proposed alteration of the Premises, Tenant will (a)
contract only with a Landlord-approved contractor for the performance of the alterations, (b)
obtain all necessary governmental permits and approvals and deliver copies thereof to
Landlord, and (c) cause all alterations to be completed in compliance with Landlord-approved
plans and specifications with all due diligence. Except for removable machinery and
unattached movable trade fixtures, all improvements, alterations, wiring, cables, or conduit
installed by Tenant will immediately become part of the Premises, with title vested in
Landlord. Landlord may require that Tenant remove any such improvements, alterations,
wiring, cables, or conduit installed by or for Tenant and restore the Premises to good condition
and repair upon expiration or earlier termination of this Lease. Any contractor used by Tenant
for any work in the Premises will be subject to review and approval by Landlord, and
Landlord may post notices of non-responsibility in connection with any work being performed
Iron Creek Enterprise,LLC
PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement-Page 7 of 28
in the Premises by or at the request of Tenant. All work in the Premises by or at Tenant's
request must comply with all applicable Laws. Tenant will not permit any liens to attach to the
Building or Tenant's interest in the Premises as a result of any work performed by or at
Tenant's request.
Article 7
UTILITIES AND SERVICES
7.1 General. Subject to Tenant's obligation to pay for all Operational Expenses,
including all utilities furnished to the Premises, Landlord shall furnish water, sewer and
electricity to the Building at levels existing on the Lease Commencement Date for the
Building. Tenant has inspected the utilities and services to the Building prior to the Lease
Commencement Date and finds them adequate for Tenant's use, and does not require
Landlord to furnish additional services.
Article 8
SIGNS AND OTHER INSTALLATIONS
No signs, awnings, or other apparatuses will be painted on or attached to the Building
or fencing or placed on the Premises or positioned to be visible from outside the Premises,
including any window covering (e.g., shades, blinds, curtains, drapes, screens, or tinting
materials) without Landlord's prior written consent, which may be conditioned, withheld or
denied in Landlord's sole discretion, including but not limited to Landlord's approval of
design, size, location, and color. All signs and sign hardware will be removed by Tenant, at
Tenant's sole cost and expense, upon termination of this Lease,with the sign location restored
to its former state unless Landlord elects to retain all or any portion thereof.
Article 9
INSURANCE; LIENS; SECURITY INTEREST
9.1 Liability Insurance. Tenant, at its expense, will maintain at all times during
the Term of this Lease, commercial general liability insurance on the Premises and the
conduct or operation of business therein, naming Landlord and its managing agent, if any, as
additional insureds, with a combined single limit of not less than $2,000,000.00. The
insurance policy must be primary to any insurance available to Landlord, include contractual-
liability coverage for Tenant's indemnification obligations contained in this Lease, and name
Landlord as an additional insured. All such insurance will insure the performance by Tenant
of the indemnity agreement with regard to liability for bodily injury to, illness of, or death of
persons and damage to property set forth in this Lease.
9.2 Property Insurance. Tenant must maintain, at Tenant's sole cost and expense
and for the mutual benefit of Tenant and Landlord, property insurance covering the full
replacement cost of the Premises. Tenant must insure the Premises with the coverage as is
customary for comparable properties in the Twin-Falls, Idaho metropolitan area. The amount
of this insurance coverage will be increased from time to time as the full replacement cost of
the Premises increases. Tenant shall further reimburse Landlord for Landlord's payment of
premiums for insurance to cover the Premises. Tenant shall reimburse Landlord for payment
under this section no later than 20 days from when Tenant is notified of such payment.
Iron Creek Enterprise,LLC
PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement-Page 8 of 28
9.3 Business Interruption Insurance. Tenant must, at Landlord's request and
Tenant's expense, maintain at all times business interruption insurance in an amount sufficient
to prevent loss to either party from perils insurable under that insurance. The Parties intend
that no interruption in Tenant's business will excuse Tenant's timely payment and
performance of Tenant's obligations under the Lease, including the prompt payment of rent.
9.4 Insurance Policies. All insurance policies must be written as primary policies,
providing for coverage for occurrences rather than on a claims-made basis. All policies must
be issued in the name of the Tenant, must be primary to any insurance available to Landlord,
and must name Landlord as a loss payee or as an additional insured, as appropriate, for all
coverage. Tenant will deliver to Landlord and any additional insured the fully paid-for
policies or certificates of insurance, in form reasonably satisfactory to Landlord, issued by the
insurance company or its authorized agent, at least ten(10)days before the Lease Com-
mencement Date. Tenant will procure and pay for renewals of the insurance from time to time
before the expiration thereof, and Tenant will deliver to Landlord and any additional insured
the renewal policy at least 30 days before the expiration of any existing policy. All the
insurance policies will contain a provision prohibiting cancellation or modification unless
Landlord and any additional insured are given at least 30 days' prior written notice of the
cancellation or modification. All insurance policies must contain provisions stating that losses
will be payable despite the negligence of any person having an insurable interest. All
insurance policies required to be carried by Tenant hereunder will be issued by responsible
insurance companies authorized to issue insurance in the State of Idaho and rated B+VIII or
higher by A.M. Best's insurance rating service.
9.5 Liens. This Lease,the Premises and the Improvements, and Tenant's use of the
Premises and the Improvements, are subject to the following restrictions with respect to liens:
(i) Tenant will have no power to do any act or to make any contract that
may create or be the foundation for any lien, mortgage, or other encumbrance on the
reversion or other estate of Landlord or on any interest of Landlord in the Premises.
(H)Tenant must not allow or permit any liens to attach to the interest of
Landlord in all or any part of the Premises or Improvements by reason of any work,labor,
services, or materials done for, or supplied to, or claimed to have been done for or
supplied to, Tenant or anyone occupying or holding an interest in all or any part of the
Improvements through or under Tenant. If any such lien is at any time filed against the
Premises,Tenant must cause the lien to be discharged of record within 30 days after the
date of its filing,either by payment,deposit,or bond.If Tenant receives any notice of any
lien, or of any right to claim a lien, or any such notice is placed on or delivered to the
Premises in any way whatsoever, Tenant must immediately furnish Landlord a copy of
the notice.
(iii)Nothing in this Lease will be deemed to be,or be construed in any way
as constituting,the consent or request of Landlord, express or implied, by inference or
otherwise,to any person, firm, or corporation for the performance of any labor or the
furnishing of any materials for any construction,rebuilding,alteration,or repair of or to the
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PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement-Page 9 of 28
Premises or to the Improvements, or as giving Tenant any right, power, or authority to
contract for or permit the rendering of any services or the furnishing of any materials that
might in any way give rise to the right to claim or file any lien against Landlord's interest in
the Premises or in the Improvements.Landlord has the right to post and keep posted at all
reasonable times on the Premises and on the Improvements any notices that Landlord may
deem appropriate to post for the protection of Landlord and of the Premises and of the
Improvements from any such lien.
9.6 Security Interest. To secure payment and performance of Tenant's obligations
under this Lease, Tenant hereby grants Landlord a first and prior security interest in all
fixtures,equipment,and other personal property owned or possessed by Tenant and used in the
operation of its business on the Premises, together with all accessories, substitutions,additions,
replacements, and available insurance proceeds on that property. Tenant expressly authorizes
Landlord to prepare and file one or more UCC financing statements, amendments, renewals,
and whatever is necessary to perfect and continue Landlord's security interest as a first and
prior security interest throughout the Term and every extension.
In addition to any other rights of the Landlord as provided in this Section, upon the
default of the Tenant,the Landlord shall have the right to enter the Premises, change the locks
on doors to the Premises and exclude the Tenant therefrom and, in addition,take and retain
possession of any property on the Premises owned by or in the possession of the Tenant as and
for security for the Tenant's performance. The Tenant hereby grants to the Landlord a lien
under§45108, Idaho Code, on all of said property, which lien shall secure the future
performance by the Tenant of this Lease. No property subject to said lien shall be removed by
the Tenant from the Premises so long as the Tenant is in default of any monetary obligations
under this Lease.No action taken by the Landlord in connection with the enforcement of the
Landlord's rights as provided in this Section shall constitute a trespass or conversion and the
Tenant shall indemnify,save and hold the Landlord harmless from and against any such claim
or demand on account thereof.
Article 10
RELEASE AND INDEMNITY
10.1 Release. Tenant is and will be in exclusive control of the Premises and the
Building, and Landlord will not in any event whatsoever be liable for any injury or damage to
any property or to any person happening on, in, or about the Premises or the Building, or any
injury or damage to the Premises or the Building, or to any property, whether belonging to
Tenant or to any other person, caused by any activity occurring within the Premises, by any
business use of the Premises, by any fire, breakage, leakage, defect, or bad condition on any
part of the Premises or the Building, or because of the use, misuse, or abuse of all or any of
the Building, or from any kind of injury that may arise from any other cause whatsoever on
the Premises or in or on the Building, including defects in construction of the Building, latent
or otherwise; and Tenant hereby releases Landlord from and against any and all liabilities
resulting from any such injuries and damages.
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PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement-Page 10 of28
10.2 Indemnity. Except where such claim arises out of the sole negligence, gross
negligence or willful misconduct of Landlord, Tenant shall indemnify Landlord against and
hold Landlord harmless from any and all costs, claims or liability from third party claims
together with all costs, expenses, and liabilities incurred or in connection with each such
claim, action, proceeding, or appeal, including, without limitation, all attorney fees and
expenses arising from: (i) Tenant's use of the Premises; (ii) the conduct of Tenant's business
or, to the extent within Tenant's control, done or permitted by Tenant to be done in or about
the Premises; or(iii) any breach or default in the performance of Tenant's obligations under
this Lease. Tenant shall defend Landlord against any such cost, claim or liability at Tenant's
expense with counsel reasonably acceptable to Landlord. As a material part of the
consideration to Landlord, and except where such claim arises out of the sole negligence,
gross negligence or willful misconduct of Landlord, Tenant assumes all risk of damage to
property or injury to person in or about the Premises arising from any cause, and Tenant
hereby waives all claims in respect thereof against Landlord, except for any claim arising out
of Landlord's sole negligence, gross negligence or willful misconduct. As used in this section,
the term"Tenant" shall include Tenant's employees, agents, contractors and invitees.
Moreover, Landlord will have no liability to Tenant as a result of loss or damage to Tenant's
property or business or for death or bodily injury caused by the acts or omissions of other
tenants or by third parties(including criminal acts).
Tenant will indemnify and hold harmless Landlord from and against any and all claims arising
from or in connection with the violation of Laws including but not limited to the
Environmental Laws, occurring in, at, or about the Building, Premises, or Common Areas due
to the acts or omissions of Tenant or its partners, directors, officers, agents, and employees, or
otherwise occurring on the Premises after the Lease Commencement Date and not caused by
Landlord, together with all costs, expenses, and liabilities incurred or in connection with each
such claim, action, proceeding, or appeal, including, without limitation, all attorney fees and
expenses.
10.3 Survival. The provisions of this Article 10 will survive the termination of this
Lease.
Article 11
EMINENT DOMAIN
If the entire Building or a material portion of the Premises is permanently taken under
any right of eminent domain, or any transfer in lieu thereof, and the taking renders the
Premises unsuitable for Tenant's use, then either party may terminate this Lease by giving 30
days' prior written notice to the other party, and the termination will be effective on the date
possession of the Building or Premises is delivered to the condemning authority. If this Lease
is not so terminated, Landlord will repair and restore the Premises, and this Lease will
continue, but, commencing with the date on which Tenant is deprived of the use of any
portion of the Premises or of any rights under this Lease, Base Rent will be proportionately
abated or reduced, based on the extent to which Tenant's use of the Premises is impaired. Any
and all awards payable by the condemning authority in connection with a taking will be the
sole property of Landlord;however, nothing contained herein will prevent Tenant from
prosecuting a separate claim for the value of its interest, as long as that award does not
diminish the award that Landlord would otherwise be entitled to as a result of the taking.
Iron Creek Enterprise,LLC
PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement-Page ll of 28
Article 12
FIRE OR CASUALTY
12.1 Major Damage. In case of Major Damage, Landlord or Tenant may elect to
terminate this Lease by notice in writing to the other party within 30 days after the date of the
Major Damage. "Major Damage"means damage by fire or other casualty to the Building or
the Premises (a) that causes the Premises or any substantial portion of the Building to be
unusable, (b) the repair of which will cost more than 25 percent of the replacement value of
the Building, or(c) that is not required under this Lease to be covered by insurance. If neither
Landlord nor Tenant terminates this Lease after any Major Damage, or if damage occurs to
the Building or Premises that is not Major Damage, Landlord will promptly restore the
Premises to the condition existing immediately before the damage, and this Lease will
continue in full force and effect. In the event of any damage to the Building or Premises from
a fire or other casualty, Tenant will promptly repair and restore all tenant improvements or
alterations installed or paid for by Tenant or pay the cost of the restoration to Landlord if
Landlord performs the restoration. If the Premises are damaged by any casualty, Rent will be
reduced in proportion to the unusable portion of the Premises from the date of damage until
the date restoration work to the Premises is substantially complete.
12.2 Waiver of Subrogation. Both parties will secure an appropriate clause in, or
an endorsement on, each property insurance policy obtained by it and covering or applicable
to the Premises or the personal property, fixtures, and equipment located therein or thereon,
under which the insurance company waives subrogation or permits the insured, before any
loss, to agree with a third party to waive any claim it might have against the third party
without invalidating the coverage under the insurance policy. The waiver of subrogation or
permission for waiver of any claim will extend to the parties and their respective agents and
employees. Each party releases the other and its agents and employees in respect of any claim
(including a claim for negligence) that it might otherwise have against the other party or its
agents or employees for loss, damage, or other casualty (including rental value or business
interest, as the case may be) occurring during the Term of this Lease and normally covered
under a special form property insurance policy in the form normally used for similar property
in the Twin-Falls, Idaho metropolitan area.
Article 13
ASSIGNMENT AND SUBLETTING
13.1 Limitations on Transfers. Tenant may not, voluntarily or by operation of law,
sell, assign, or transfer this Lease or any interest therein, sublet the Premises or any part
thereof, or grant any right to use the Premises, the Building, or any respective part thereof
(each a"Transfer") without the prior written consent of Landlord, which Landlord may
condition, withhold or deny in Landlord's sole and absolute discretion. Any attempted
Transfer without such prior written consent will be void. Landlord's consent to a Transfer will
in no event release Tenant, any assignee, or any guarantor from their respective liabilities or
obligations under this Lease or any guaranty of this Lease, nor relieve Tenant from the
requirement of obtaining Landlord's prior written consent to any further Transfer. Landlord's
acceptance of Rent from any other person will not be deemed to be a waiver by Landlord of
any provision of this Lease or consent to any Transfer.
If Tenant is a corporation, partnership, limited liability company, or other entity or
unincorporated association, then any Transfer of this Lease by merger, consolidation,
Iron Creek Enterprise,LLC
PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement-Page 12 of 28
liquidation, or change in the ownership of or power to vote the majority of the ownership
interest of Tenant, will constitute a Transfer for the purposes of this Article.
13.2. Assignments Prohibited. An assignment prohibited within the meaning of this
section 13.1 includes, without limitation, one or more sales or transfers, direct or indirect, by
operation of law or otherwise, or the creation of new stock or ownership interests, by which
ownership or control of an aggregate of more than 50 percent of Tenant's stock or ownership
interests must vest in a party or parties who are non-stockholders, partners, or members, as
applicable, as of the Lease Commencement Date.
13.3. Landlord may freely assign its interest in the Lease, and pursuant to such
assignment, the Landlord shall be relieved of further liability under the Lease at such time as
the new Landlord assumes liability under the Lease.
Article 14
DEFAULT
14.1 Events of Default. Each of the following is an "Event of Default"by Tenant
under this Lease:
14.1.1 Failure by Tenant to pay Rent or any other Charge Payable by Tenant
due under this Lease within five (5) days after receipt of written notice from
Landlord that the same is then due.
14.1.2 Failure by Tenant to comply with any other obligation of this Lease
within twenty (20) days following written notice from Landlord specifying the
failure (except in the case of emergency, in which event Landlord will be
required to give only such notice as is reasonable under the circumstances);
however, if the nature of Tenant's default requires more than 20 days to
correct, Tenant will not be deemed in default of this Lease as long as Tenant
commences the cure of the failure within the 20-day period and thereafter
proceeds in good faith and with all diligence to complete the cure as soon as
possible but in no event later than 90 days after the date of Landlord's notice of
default.
14.1.3 Tenant's abandonment of the Premises or failure by Tenant to occupy
the Premises within 20 days after notice from Landlord.
14.1.4 Assignment or subletting by Tenant in violation of Article 13.
14.1.5 Tenant's failure to timely execute and deliver to Landlord the
documents described in Article 18 or Article 22 within 10 days of written
notice from Landlord.
14.1.6 Tenant's insolvency, business failure, or assignment for the benefit of
its creditors. Tenant's commencement of proceedings under any provision of
any bankruptcy or insolvency law or failure to obtain dismissal of any petition
filed against it under such laws within the time required to answer, or the
Iron Creek Enterprise,LLC
PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement-Page 13 of 28
appointment of a receiver for all or any portion of Tenant's properties or
financial records, also constitutes an Event of Default.
14.2 Remedies for Default. Upon the occurrence of an Event of Default, Landlord
may exercise the following remedies as well as any other remedies at law or in equity, by
statute or as set forth in this Lease:
14.2.1 Landlord may terminate this Lease, reserving all rights to damages
resulting from Tenant's breach. Whether or not Landlord terminates this Lease,
Landlord may retake possession of the Premises by any legal means including
self-help, and any relet or use of the Premises by Landlord will not be deemed
a surrender or waiver of Landlord's right to damages. If Landlord retakes
possession of the Premises, Landlord's mitigation efforts will be deemed
sufficient if Landlord follows standard procedures otherwise used by Landlord
for locating tenants for the Building and otherwise complies with Law.
14.2.2 Tenant will be liable to Landlord for all damages caused by Tenant's
default, including, but not limited to, an amount equal to all unpaid and future
Rent, lease commissions incurred for this Lease, and the unamortized cost of
all improvements to the Premises installed or paid for by Landlord. Landlord
may periodically sue Tenant to recover damages as they accrue, and no action
therefor will bar a later action for damages accruing thereafter. Landlord may
elect in any one action to recover both accrued damages as well as damages
attributable to the remaining term of the Lease. Any damages attributable to the
remaining term of the Lease will be equal to the difference between the Rent
under this Lease and reasonable rental value of the Premises (including Addi-
tional Rent)for the remainder of the term, discounted at the prevailing interest
rate on judgments to the date of the judgment.
14.3 Landlord's Right to Cure Default. Landlord may, but will not be obligated
to, make any payment or perform any obligation under this Lease that Tenant has failed to
perform, as and when required hereunder. Tenant will pay Landlord for all expenditures and
costs incurred by Landlord in performing any obligation of Tenant, upon demand, with
interest thereon at the annual rate of 12 percent, but in no event at a rate in excess of that
allowed by Law. Landlord's right to cure any Tenant default is for the sole protection of
Landlord, and in no event will Tenant be released from any obligation to perform all of
Tenant's obligations and covenants under this Lease. The contents of this section will not be
deemed a waiver by Landlord of any other right that Landlord may have arising from any
default of this Lease by Tenant, whether or not Landlord exercises its rights under this
Section.
14.4 Landlord's Default. Landlord will not be deemed to be in default of the
performance of any obligation required to be performed by Landlord hereunder unless and
until Landlord fails to perform the obligation within 20 days after written notice by Tenant to
Landlord specifying the nature of Landlord's alleged default;however, if the nature of
Landlord's alleged default is such that more than 20 days are required for its cure, then
Landlord will not be deemed to be in default if Landlord commences performance within the
20-day period and thereafter diligently prosecutes the same to completion. In the event of any
Iron Creek Enterprise,LLC
PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement-Page 14 of28
default by Landlord, Tenant may exercise any and all rights and remedies available at law or
in equity.
Article 15
NOTICES
All notices, demands, consents, approvals, and other communications provided for
herein will be invalid unless set forth in a writing and delivered by (1) overnight air courier,
personal delivery, or registered or certified U.S. mail with return receipt requested to the
appropriate party at its address as set forth in section 1.2 for Tenant and section 1.3 for
Landlord, and (2)with a copy delivered by email to the address as set forth in section 1.2 for
Tenant and section 1.3 for Landlord.
Addresses for notices, including email addresses, may be changed from time to time
by written notice to all other parties. If any communication is given by certified or registered
mail, it will be effective on the earlier of(a) the confirmed receipt of the email copy or (b)the
date receipt as indicated by the return receipt. If communication is given by personal delivery
or by overnight air courier, it will be effective on the earlier of(a)the confirmed receipt of the
email copy or(b) when delivered.
Article 16
ACCESS
16.1 Access. Subject to Tenant's rights to follow the Law and not to be a nuisance
or disturb neighboring residences or Landlord's adjunct business operations, Tenant will have
access to the Premises 24 hours per day, 7 days per week, and 52 weeks per year. After
reasonable notice to Tenant, or without prior notice in the good faith case of an emergency,
Landlord may enter the Premises with a key or other reasonable means to assess compliance
with this Lease; perform required or necessary services, maintenance, repairs, alterations, or
services to the Building or the Premises; show the Premises to potential buyers of the
Building;post appropriate notices; and during the last three months of the Lease Term, show
the Premises to any potential future tenant. Except in case of emergency, all entry to the
Premises will be at times and in a mariner that minimizes interference with Tenant's use of the
Premises.
Article 17
LIMITATION OF LIABILITY
17.1 Tenant will look only to Landlord's interest in the Building (or the proceeds
thereof) for the satisfaction of Tenant's remedies, including the collection of an arbitration
award, a judgment, or another judicial process requiring the payment of money by Landlord in
the event of any default by Landlord hereunder, and no other property or assets of Landlord or
its partners or principals, disclosed or undisclosed, will be subject to levy, execution, or other
enforcement procedure for the satisfaction of Tenant's remedies under or with respect to this
Lease,the relationship of Landlord and Tenant hereunder, or Tenant's use or occupancy of the
Premises.
Article 18
SUBORDINATION; NOTICE TO SUPERIOR LESSORS AND MORTGAGEES
18.1 Subordination. Any mortgage, deed of trust, or ground lease to which this
Lease is, at the time referred to, subject and subordinate is called a"Superior Mortgage," and
Iron Creek Enterprise,LLC
PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement-Page 15 of 28
the holder of a Superior Mortgage, or its successor in interest, at the time referred to, is called
a"Superior Mortgagee." This Lease, and all rights of Tenant, will be subject and subordinate
to all mortgages that may now or hereafter affect the Land and the Building, whether or not
the mortgages also cover other lands and buildings;to each and every advance under such
mortgages; and to all renewals, modifications, replacements, and extensions of such
mortgages. This section 18.1 is self-operative, and no further instrument of subordination will
be required. In confirmation of the subordination, Tenant will promptly execute, acknowledge,
and deliver any instrument that Landlord or any Superior Mortgagee may reasonably request
to evidence the subordination.
18.2 Attornment. For the purposes of this section 18.2, the term"Successor
Landlord"means the Superior Mortgagee if the same succeeds to the rights of Landlord under
this Lease, whether through possession or foreclosure action or delivery of a new lease or
deed, or any third party that succeeds to the rights of Landlord under this Lease by virtue of
having purchased the Land and the Building at a foreclosure sale. The Successor Landlord
will accept Tenant's attornment, assume Landlord's obligations under the Lease, and will
agree in writing not to disturb Tenant's quiet possession of the Premises. Tenant will attorn to
and recognize the Successor Landlord as Tenant's Landlord under this Lease, and Tenant and
the Successor Landlord will promptly execute and deliver an instrument reasonably acceptable
to the parties to evidence the attornment and nondisturbance. Upon the attornment,this Lease
will continue in full force and effect as a direct lease between the Successor Landlord and
Tenant on all of the terms, conditions, and covenants as are set forth in this Lease.
Article 19
SURRENDER; HOLDOVER
Upon expiration or earlier termination of this Lease, Tenant will surrender the
Premises and, at Landlord's option, all improvements and alterations therein, vacuumed,
swept, and free of debris and in good and serviceable condition, subject to ordinary wear and
tear. Tenant will remove all of its personal property and any conduits, wiring, cables, or
alterations if required by this Lease and will repair all damage to the Premises and the
Building resulting from that removal_ If Tenant fails to remove any such personal property or
alterations, those items will be deemed abandoned, and Landlord may remove or dispose of
the items without liability to Tenant or others. Upon demand, Tenant will reimburse Landlord
for the cost of such removal.
If Tenant fails to surrender the Premises and remove all its personal property as set
forth herein, Landlord may either: (a) recognize Tenant as a month-to-month tenant at
sufferance, and such tenancy will be subject to all terms of this Lease, except that Rent will be
125%percent of the total Rent for the last month being charged, and any options or other
rights regarding extension of the term or expansion of the Premises will automatically
terminate; or(b) evict Tenant from the Premises and recover all damages resulting from
Tenant's wrongful holdover.
Article 20
HAZARDOUS MATERIALS
Neither Tenant nor Tenant's agents or employees will cause or permit any Hazardous
Material, as hereinafter defined, to be brought, stored, used, generated, released into the
environment, or disposed of on, in, under, or about the Premises, Building, or Common Areas,
Iron Creek Enterprise,LLC
PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement-Page 16 of 28
except reasonable quantities of cleaning supplies and office supplies that are generated, used,
kept, stored, or disposed of in a manner that fully complies with all laws regulating any such
Hazardous Materials and with good business practices. Tenant covenants to remove from the
Premises (or the Building or Common Areas, if applicable), upon the expiration or sooner
termination of this Lease and at Tenant's sole cost and expense, any and all Hazardous
Materials brought, stored,used, generated, or released on, in, or into the environment by
Tenant or its agents, employees, or invitees during the term of this Lease. To the fullest extent
permitted by law, Tenant hereby agrees to indemnify, defend, protect, and hold harmless
Landlord, Landlord's managing agent,their respective agents and employees, and their
respective successors and assigns, from any and all claims, judgments, damages, penalties,
fines, costs, liabilities, and losses that arise during or after the Term directly or indirectly from
the use, storage, disposal, release, or presence of Hazardous Materials by Tenant or its agents,
employees, or invitees on, in, or about the Premises, the Building, or the Common Areas that
occurs during the Term of this Lease.
As used herein, the term"Hazardous Material" means any hazardous or toxic
substance,material, or waste that is or becomes regulated by any local governmental
authority,the state of Idaho, or the United States government. The term"Hazardous Material"
includes, without limitation, (a) any material or substance that is defined as a"hazardous
waste," "extremely hazardous waste," "restricted hazardous waste," "hazardous substance,"
"hazardous material," or"waste" under any federal, state, or local law; (b) petroleum; and (c)
asbestos. The provisions of this Article 20, including, without limitation, the indemnification
provisions set forth herein, will survive any termination of this Lease.
Article 21
ATTORNEY FEES
If suit or action is instituted in connection with any controversy arising out of this
Lease, including any bankruptcy proceeding and arbitration proceeding, the prevailing party
will be entitled to recover, in addition to costs, such sums as the court may adjudge reasonable
as attorney fees at trial and on all appeals or petitions for review arising out of the suit or
action. If Landlord engages a collection agency to pursue any delinquent amounts owed by
Tenant, Tenant will pay all collection agency fees charged to Landlord, in addition to all other
amounts payable under this Lease.
Article 22
ESTOPPEL
At any time and from time to time upon not less than 10 days' prior notice from either
party,the other party will execute, acknowledge, and deliver to the requesting party a
certificate certifying that this Lease is in full force and effect and unmodified or, if there are
any modifications,that the Lease is in full force and effect as modified;that Tenant is in
possession of the Premises; the dates to which Rent has been paid in advance and the amount
of any Security Deposit or prepaid Rent; and such other matters as may be reasonably
requested.
Article 23
QUIET ENJOYMENT
Landlord warrants that as long as Tenant complies with all terms of this Lease, Tenant
will have quiet and peaceful possession of the Premises free of disturbance by Landlord or
others claiming by or through Landlord.
Iron Creek Enterprise,LLC
PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement-Page 17 of 28
Article 24
FORCE MAJEURE
If the performance by either party of any provision of this Lease (other than the
payment of rent)is prevented or delayed by any strikes, lockouts, labor disputes, acts of God,
government actions, civil commotions, fire or other casualty, or other causes beyond the
reasonable control of the party from whom performance is required, the party will be excused
from such performance for the period of time equal to the time of that prevention or delay up
to a maximum of 180 days.
Article 25
BROKERS
Each party represents that it has not had any dealings with any real estate broker,
finder, or other person with respect to this Lease.
Article 26
DISPUTE RESOLUTION
Any claim or dispute related to or arising out of or in connection with this Lease will
be resolved exclusively by arbitration applying the laws of the State of Idaho, and the parties
hereby waive their right to jury trial on such claim(s). The arbitration will be conducted by
Arbitration Services of Portland, Inc. ("ASP"), in accordance with the ASP rules then in
effect. The place of arbitration will be Clackamas County, Oregon. The award rendered by the
arbitrator will be final, binding and conclusive, and judgment may be entered on the award in
any court having jurisdiction. The arbitration will be held within 90 days of written demand,
unless the arbitration deadline is extended by both parties or the arbitrator. The arbitrator will
award the prevailing party its reasonable costs of the arbitration and any appeal, including the
arbitrator's fees paid by the prevailing party and expert witness expenses and other litigation
costs incurred in connection with the arbitration. Notwithstanding anything to the contrary in
this paragraph, either party may seek injunctive relief in any court having jurisdiction.
Article 27
NONWAIVER
No delay by either party in promptly enforcing any right or remedy set forth in this
Lease will be deemed a waiver thereof, and that right or remedy may be asserted at any time
after the delaying party becomes entitled to the benefit of the right or remedy notwithstanding
the delay.
Article 28
CAPTIONS
The article and section headings of this Lease are for descriptive purposes only and in
no way define, limit, or describe the scope, intent, or meaning of this Lease.
Article 29
CONSENT
Except when otherwise specifically provided in this Lease to the contrary, whenever a
party's consent is required under this Lease,the party will not unreasonably withhold its
consent.
Iron Creek Enterprise,LLC
PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement-Page 18 of 28
Article 30
TIME OF THE ESSENCE AND HOLIDAYS
Time is of the essence of each and every provision hereof. If the final date of any
period of time set forth herein occurs on a Saturday, Sunday, or legal holiday,then the
expiration of the period of time will be postponed to the next day that is not a Saturday,
Sunday, or legal holiday.
Article 31
COMPLETE AGREEMENT; NO IMPLIED COVENANTS
This Lease and the attached exhibits and schedules, if any, contain the entire
agreement of Landlord and Tenant concerning the Premises,Building, Common Areas, and
Land,and all prior written and oral agreements and representations between the parties are
void. Landlord and Tenant agree that there are no implied covenants or other agreements
between the parties except as expressly set forth in this Lease.Neither Landlord nor Tenant is
relying on any representations of the other party except those expressly set forth herein.
Article 32
SUCCESSORS
This Lease will bind and inure to the benefit of the parties,their respective heirs,
successors, and permitted assigns.
Article 33
SEVERABILITY
A determination by a court of competent jurisdiction that any provision of this Lease
or any part thereof is illegal or unenforceable shall not cancel or invalidate the remainder of
such provision or this Lease, which shall remain in full force and effect.
Article 34
AUTHORITY
If any party is a corporation, limited liability company, or a partnership, all individuals
executing this agreement on behalf of such corporation, limited liability company, or
partnership represents and warrants that they are authorized to execute and deliver this
agreement on behalf of the corporation, limited liability company, or partnership and that this
agreement is binding upon such corporation, limited liability company, or partnership.
Article 35
MISCELLANEOUS
This Lease may not be modified other than by an agreement in writing signed by the
Parties or by their respective successors in interest. This Lease may be executed
electronically, in one or more counterparts, each of which is an original, but all of which shall
constitute one and the same instrument.
Iron Creek Enterprise,LLC
PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement-Page 19 of 28
IN WITNESS WHEREOF, the duly authorized representatives of the parties have
executed this Lease:
LANDLORD: TENANT:
Z)A— Q�a rL /�--&4,-'�
Iron Creek Enterprise, LLC Oatriot Door and Millwork, Inc
By: William B. Busse By: Jason Flashman
Title: Manager Title:Owner
Date: Date:05/12/2025
NOTARY ACKNOWLEDGEMENTS CONTINUE ON THE FOLLOWING TWO
PAGES
Iron Creek Enterprise,LLC
PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement-Page 20 of 28
LANDLORD:
IROff'Busse,
RPRISE, LLC,
an Iility company
By:
Manager
STATE OF OREGON )
ss.
COUNTY OF CLACKAMAS )
I certify that I know or have satisfactory evidence that William B. Busse is the person who
appeared before me, and acknowledged that said person was authorized to execute the
instrument.
Date: S iY Z� /s/ 2t8E���—
Name: C,
OFFICIAL STAMP Notary Public for the State of Oregon
CRISTALHERNANDEZ My commission expires: J
uOTARY PUBLIC-OREGON
COMMISSION NO. 1043124
MY COMMISSION EXPIRES DECEMBER 06,2027
Iron Creek Enterprise,LLC
PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement-Page 21 of 28
TENANT:
Patriot Door, LLC,
BY:
Name: i; it L� Sty
Title: ' -
STATE OF, 'a�A�...k __ _ }
ss.
COUNTY OF &o
I certify that I know or have satisfactory evidence that kl�&Yvzy\ is
the person who appeared before me, and acknowledged that said person was authorized to execute
the instrument.
Date: L /s/ —
Name:
Notary Public for the State of ®�
A A My commission expires:
AVERY SCHUTTE
COMMISSION NO.20243142
NOTARY PUBLIC
STATE OF IDAHO
Iron Creek Enterprise,3LLC
PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement-Page 22 of28
EXHIBIT A
PREMISES
The North 7,599 square feet located at 3173 Eldridge Ave, Twin Falls, ID, 83301;
A portion of Twin Falls Incom Industrial Park Subdivision#1, Lot 8, EXC NW .416 A (24-10-17 NW)
as shown below:
V - -
4
Iron Creek Enterprise, LLC
PO Box 2375
Clackamas, OR 97015 Commercial Lease Agreement-Page 23 of 26
EXHIBIT B
TENANT IMPROVEMENTS
Landlord, at Landlord's sole cost and expense, shall perform the items of work set forth in the
attached drawings (hereafter "Plans"). Any changes, modifications or alterations to the Plans
requested by Tenant shall be processed by Landlord's architect,and any additional charges,expenses
or costs, including Landlord's architect's fees,shall be paid by Tenant, and Landlord shall have the
right to require payment for the same prior to the performance of any work with respect thereto. No
such changes, modifications or alterations in the Plans shall be made without the prior written
consent of Landlord.
1. DESCRIPTION OF LANDLORDS'S WORK. The following is a description of the
construction work which shall be provided by Landlord. The material specifications and layout shall
be at Landlord's option.
1.1. One (1) Reception area, as shown below
1.2. One (1) Bathroom, as shown below
1.3. Three (3) offices, as shown below
MECH/ELEC 1
OFFICE
RECEP,
RR 0.
4
q 1 If
m I
L--....
- � TENANT SPACE Z
f
1549 SF �
i
NEW VVA
i
I I
� i{
a Ptia:x F owa:
Iron Creek Enterprise, LLC
PO Box 2375
Clackamas, OR 97015 Commercial Lease Agreement-Page 24 of 26
2. DELIVERY TIMELINE.The reception area, bathroom, and one (1) office shall be fully
constructed and delivered in completed conditionno laterthanAugust 1,2025.All remaining offices
shall be completed and delivered no later than September 1, 2025.
3. DESCRIPTION OF TENANT'S WORK.Tenant shall be responsible for completing and
doing all other work not specifically described under the"Description of Landlord's Work"to the
Premises including, but not limited to, the items listed below:
3.1. None.
Iron Creek Enterprise, LLC
PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement-Page 25 of 26
EXHIBIT C
RENT SCHEDULE
(Prorated)
Rental Period Rate/SF/Mo Annual Rent Monthly Rent
08/01/2025 - 09/30/2025 $0.86 Abated Abated
10/01/2025 - 07/31/2026 $0.86 $65,351.40 $6,535.14
08/01/2026 - 07/31/2027 $0.89 $80,774.33 $6,731.19
08/01/2027 - 07/31/2028 $0.91 $83,197.56 $6,933.13
08/01/2028 - 09/30/2028 $0.94 $14,282.25 $7,141.12
Iron Creek Enterprise, LLC
PO Box 2375
Clackamas,OR 97015 Commercial Lease Agreement-Page 26 of 26
GUARANTY OF LEASE AGREEMENT
FOR VALUE RECEIVED,the undersigned (hereafter "Guarantor(s)"),jointly and
severally, personally guarantee the full and timely performance of all obligations of the Tenant
under the foregoing Lease Agreement dated April 30, 2025 (hereafter "Lease"), between Iron
Creek Enterprise, LLC (as Owner) and Patriot Door and Millwork,Inc. (as Tenant).
It is expressly understood and agreed that the obligations of the Guarantor(s)under this
Guaranty are primary and shall not require the Owner to first exhaust all remedies against the
Tenant but, instead, it is intended that upon a default by the Tenant of any obligation contained
in said Lease, at the option of the Owner, each Guarantor shall be, together with the Tenant,
principally and jointly and severally liable therefor.
This is an absolute guarantee of payment and performance, and not of collection, of all of
the Tenant's obligations under the Lease. Each Guarantor hereby expressly waives (i) any right to
require that any action be brought against the Tenant, or that any action be taken with respect to
any security held by the Owner pursuant to the Lease, (ii)notice of acceptance of this Guaranty,
(iii) presentment, demand or payment or performance, payment, suit, or the taking of any other
action by the Owner, and (iv)the giving of any notice to or making any demand on, any party,
other than any notices required by, or to be given by the Owner to the Tenant pursuant to the
terms of the Lease.
Each Guarantor acknowledges that this Guaranty is given to induce the Owner to enter
into the Lease, and, further, that but for the execution and delivery of this Guaranty by the
Guarantor(s), the Owner would not have entered into, executed and delivered the Lease.
Each Guarantor agrees that in the event that the Tenant shall become insolvent or shall be
adjudicated a bankrupt, or shall file a petition for reorganization, arrangement or other relief
under any provision of the federal or state laws governing bankruptcy, now or hereafter in effect,
or if the Tenant shall seek a judicial readjustment of the rights of its creditors under any present
federal or state law, or if a receiver of all or part of its property and assets is appointed by any
federal or state court, no such proceeding or action taken therein shall modify, diminish or in any
way affect the liability of the Guarantor(s)under this Guaranty and the liability of each
Guarantor with respect to the Lease shall be of the same scope as if each Guarantor had executed
the Lease in the place and stead of the Tenant, and no "rejection" and/or"termination" of the
Lease in any of the proceedings referred to herein shall be effective to release and/or terminate
the continuing liability of the Guarantor(s)to the Owner under this Guaranty with respect to the
Lease for the remainder of the lease term stated therein unaffected by any such "rejection" and/or
"termination" in said proceedings.
Each Guarantor hereby waives notice of the Tenant's default and, further, consents to any
amendment, alteration, extension of time or any change in the above Lease agreed upon between
the Owner and the Tenant, or release of one (1)or more of the undersigned parties comprising
the Guarantor(s), it being agreed that the consent of or notice to any of the parties comprising the
Guarantor(s) is not required and shall not, in any way, change, alter or affect the obligations of
the Guarantor(s) as provided herein. Any release of a Guarantor from the obligations of this
Guaranty must be in writing and signed by the Owner and expressly state the Owner's intent and
agreement to release and discharge the Guarantor hereunder.
Guaranty of Lease Agreement -Page I of 2
In the event of the Tenant's default under the Lease or the default of a Guarantor under
this Guaranty, each Guarantor agrees to pay all reasonable attorneys' fees incurred by the Owner
in connection therewith, whether or not suit or action is filed, and payment thereof shall be a
condition of the curing of such default.
Each Guarantor expressly agrees that this Guaranty, and all rights of the Owner
hereunder, may be assigned by the Owner to another without the notice to or consent of the
Guarantor(s), and if so assigned by the Owner,the assignee shall have all of the rights of the
Owner hereunder.
The obligations contained herein shall bind the heirs, personal representatives, successors
and assigns of each Guarantor.
DATED as of 05/12/2025
Signature:
Printed Name: Jason Flashman
Address:
3989 N 3620 E
Kimberly,ID 83341
Phone: 916.826.6122
ID DL#: AD005346K
Guaranty of Lease Agreement -Page 2 of 2