EXHIBIT 10.11
-------------
LEASE AGREEMENT
between
LANDMARK INVESTMENTS LIMITED
and
VERISITY DESIGN, INC.
for
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Dated: August 10, 1998
LANDMARK OFFICE CENTER LEASE
1. PARTIES. This Lease dated August 10, 1998, for reference purposes only, by
and between LANDMARK INVESTMENTS, LIMITED ("Landlord") and VERISITY DESIGN, INC.
("Tenant"), who agree as follows:
2. PREMISES. Landlord leases to Tenant, and Tenant leases from Landlord the
office space located in ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, described as ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, outlined in Exhibit "A" ("Premises"). Premises have an agreed
area of approximately 8,464 rentable square feet.
3. TERM. The term of this Lease shall be for 60 months commencing on January
1, 1999 and ending on December 31, 2003.
4. RENT.
4.1 Tenant shall pay to Landlord as rent for the Premises, without demand,
deduction, or off-set, the sum of Twenty Six Thousand Six Hundred Sixty One
Dollars and 60/100 ($26,661.60) on or before the first day of each and every
month of the term of this Lease, the first monthly payment to be made
concurrently with the execution hereof. If the commencement date is not the
first day of a month or if the Lease termination date is not the last day of a
month, the rent payable hereunder shall be prorated, based upon a thirty day
month, at the current rate for the fractional month during which this Lease
commences and/or terminates. Any rent payable for a partial month directly
following the commencement date shall be payable on the first day of the first
full calendar month of the term. Rent shall be paid to Landmark Investments,
Limited, at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
4.2 The base rent provided for in 4.1 above shall increase three percent (3%)
each year on the anniversary date of the commencement of the term of the Lease
stated in 3. above.
4.3 Late Charges. Tenant hereby acknowledges that late payment by Tenant to
Landlord of rent or other sums due hereunder will cause Landlord to incur costs
not contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain. Such costs include, but are not limited to, processing
and accounting charges,
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and late charges which may be imposed upon Landlord by terms of any mortgage or
trust deed covering the Premises.
Accordingly, if any installment of rent or of a sum due from Tenant shall not be
received by Landlord or Landlord's designees by 12:00 noon on the fifth (5th)
day of each month of the term hereof, then Tenant shall pay to Landlord a late
charge equal to five percent (5%) of such overdue amount. The parties hereby
agree that such late charges represent a fair and reasonable estimate of the
cost that Landlord will incur by reason of the late payment by Tenant.
Acceptance of such late charges by the Landlord shall in no event constitute a
waiver of Tenant's default with respect to such overdue amount, nor prevent
Landlord from exercising any of the other rights and remedies granted hereunder.
5. SECURITY DEPOSIT. On execution of this Lease, Tenant shall deposit with
Landlord $26,661.60 as a security deposit for the performance by Tenant of the
provisions of this Lease. If Tenant is in default, Landlord can use the
security deposit, or any portion of it, to cure the default or to compensate
Landlord, for all damage sustained by Landlord resulting from Tenant's default.
Tenant shall immediately on demand pay to Landlord a sum equal to the portion of
the security deposit expended or applied by Landlord as provided in this
paragraph so as to maintain the security deposit in the sum initially deposited
with Landlord. If Tenant is not in default at the expiration or termination of
this Lease, Landlord shall, no later than fourteen (14) days after lease
expiration or termination, return to Tenant (or at Landlord's option, to the
last assignee of Tenant's interest hereunder), the balance of the security
deposit. Landlord shall not be required to keep this security deposit separate
from its general funds, and Tenant shall not be entitled to interest on such
deposit.
6. POSSESSION.
6.1 If Landlord, for any reason cannot deliver possession of the Premises to
Tenant at the commencement of the term hereof, this Lease shall not be void or
voidable nor shall Landlord be liable to Tenant for any loss or damage resulting
therefrom, nor shall the expiration date of the above term be extended, but, in
that event, all rent shall
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be abated during the period between the commencement of said term and the time
when Landlord delivers possession.
6.2 In the event that Landlord shall permit Tenant to occupy the Premises prior
to the commencement date of the term, such occupancy shall be subject to all of
the provisions of this Lease and said early possession shall not advance the
termination date hereinabove provided. Rent shall be prorated and prepaid for
early occupancy at the current rate.
7. USE.
7.1 Use. The Premises shall be used and occupied by Tenant for general office
purposes and for no other purpose without the prior written consent of the
Landlord.
7.2 Uses Prohibited.
a. Tenant shall not do or permit anything to be done in or about the Premises
nor bring or keep anything therein which will increase the existing rate or
affect any fire or other insurance upon the building or any of its contents, or
cause a cancellation of any insurance policy covering said building or any part
thereof or any of its contents, nor shall Tenant sell or permit to be kept used
or sold in or about said Premises any articles or substances, inflammable or
otherwise, which may be prohibited by a standard form policy of fire insurance.
b. Tenant shall not do or permit anything to be done in or about the Premises
which will in any way obstruct or interfere with the rights of other tenants of
the building or injure or annoy them or use or allow the Premises to be used for
any unlawful or objectionable purpose.
c. Tenant shall not use the Premises or permit anything to be done in or about
the Premises that will in any way conflict with any law now in force or which
may hereafter be enacted. Tenant shall at its cost promptly comply with all
laws now in force or which may hereafter be in force and with the requirements
of any board of fire underwriters or other similar body relating to Tenant's
improvements or acts.
8. ALTERATIONS AND ADDITIONS. Landlord and its agents, contractors and
employees shall make all alterations and additions to the Premises. Tenant
shall not make or allow
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any alterations, additions or improvements of or to the Premises. Any such
alterations, additions or improvements, including, but not limited to,
wallcovering, paneling and built-in cabinet work, but excepting movable
furniture and trade fixtures, shall become a part of the realty, shall belong to
the Landlord and shall be surrendered with the Premises at expiration or
termination of the Lease. If Landlord consents to construct any alterations,
additions or improvements requested by Tenant, they shall be made at Tenant's
cost. Upon termination Tenant shall, upon written demand by Landlord promptly
pay Landlord to remove any alterations, additions or improvements requested by
Tenant. Such removal and repair of any damage to the premises caused by such
removal shall be at Tenant's cost. Tenant shall approve in writing the fixed
cost of any Tenant requested work prior to Landlord commencing work.
9. LIENS. Tenant shall keep the Premises and the property in which the
Premises are situated free from any liens arising out of any work performed,
materials furnished or obligations incurred by Tenant. Landlord may require
Tenant to provide Landlord, at Tenant's cost, a lien and completion bond in an
amount equal to one and one-half (1 1/2 times the estimated cost of any
improvements, additions, or alterations by Tenant, to insure Landlord against
liability for mechanic's and materialmen's liens and to insure completion for
the work.
10. REPAIRS AND MAINTENANCE. By taking possession of the Premises, Tenant
shall be deemed to have accepted the Premises as being in good sanitary order,
condition and repair. Tenant shall at Tenant's cost, keep the premises and
every part thereof in good condition and repair except for damages from causes
beyond the control of Tenant and ordinary wear and tear. Tenant shall upon the
expiration or sooner termination of this Lease surrender the Premises to the
Landlord in good condition, ordinary wear and tear and damage from causes beyond
the reasonable control of the Tenant excepted. Unless specifically provided in
an addendum to this Lease, Landlord shall have no obligation to alter, remodel,
improve, repair, decorate or paint the Premises or any part thereof and the
parties hereto affirm that Landlord has made no representations to Tenant
respecting the condition of the premises or the building except as specifically
herein set forth. Notwithstanding the above provisions, Landlord shall repair
and maintain
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the structural portions of the building, including the exterior walls and roof
of the building, the standard plumbing, air conditioning, heating and electrical
systems furnished by Landlord, unless such maintenance and repairs are caused in
part or in whole by the act, neglect, fault or mission of any duty by the
Tenant, its agents, employees or invitees, in which case Tenant shall pay to
Landlord the reasonable cost of such maintenance and repairs. Tenant shall give
Landlord written notice of any required repairs or maintenance. Landlord shall
not be liable for any failure to repair or to perform any maintenance unless
such failure shall persist for an unreasonable time after written notice. Any
repairs or maintenance to supplemental cooling equipment required for Tenant's
special needs are the responsibility of Tenant. Except as specifically herein
set forth, there shall be no abatement of rent and no liability of Landlord by
reason of any injury to or interference with Tenant's business arising from the
making of any repairs, alterations or improvements to any portion of the
building or the Premises or to fixtures, appurtenances and equipment therein.
Tenant waives the right to make repairs at Landlord's expense under any law,
statute or ordinance now or hereafter in effect.
11. ASSIGNMENTS AND SUBLETTING. Tenant shall not, voluntarily or by operation
of law, assign, transfer or encumber its interest under this Lease or in the
Premises nor sublease all or any part of the premises or allow any other person
or entity (except Tenant's employees, agents and invitees) to occupy or use all
or any part of the premises without the prior written consent of Landlord. If
the assignment or subletting is at a higher rent than Tenant is paying Landlord
for the assigned or sublet portion of the Premises then the Tenant shall pay
Landlord seventy-five (75%) of the difference as received. All costs of
assigning or subletting shall be borne by Tenant. Any consent by Landlord shall
not release Tenant from liability hereunder, and a consent to one assignment,
subletting, occupation or use shall not be deemed a consent to any subsequent
assignment, subletting, occupation or use. Any such purported assignment,
subletting or permission to occupy or use without such consent from Landlord
shall be void and shall, at the option of Landlord, constitute a default under
this Lease. Tenant immediately and irrevocably assigns to Landlord, as security
for Tenant's obligations under this Lease, all
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rent from any subletting of all or a part of the Premises as permitted by this
Lease, and Landlord, as assignee and as attorney-in-fact for Tenant, or a
receiver for Tenant appointed on Landlord's application, may collect such rent
and apply it toward Tenant's obligations under this Lease; except that, until
the occurrence of an act of default by Tenant, Tenant shall have the right to
collect such rent.
12. HOLD HARMLESS. Except as to claims based on the sole gross negligence or
willful misconduct of Landlord, its agents or employees, Tenant shall hold
Landlord harmless from any claims arising from Tenant's use of the premises or
from any activity permitted by Tenant in or about the Premises, and any claims
arising from any breach or default in Tenant's performance of any obligation
under the terms of this Lease. If any action or proceeding is brought by reason
of any such claim in which Landlord is named as a party, Tenant shall defend
Landlord therein at Tenant's expense by counsel reasonably satisfactory to
Landlord. Landlord and its agents shall not be liable for any damage to
property entrusted to employees of the building, nor for loss or damage to any
property by theft or otherwise, nor from any injury to or damage to persons or
property resulting from any cause whatsoever, unless caused by or due to the
sole gross negligence or willful misconduct of Landlord, its agents, or
employees. Landlord shall not be liable for any latent defect in the Premises
or in the building of which they are a part. Tenant shall give prompt notice to
Landlord in case of fire or accidents in the Premises or in the building or of
alleged defects in the building, fixtures or equipment.
13. INSURANCE.
13.1 Coverage. Tenant shall assume the risk of damage to any fixtures, goods,
inventory, merchandise, equipment, furniture and leasehold improvements, and
Landlord shall not be liable for injury to Tenant's business or any loss of
income therefrom relative to such damage. Tenant shall, at all times during the
term of this Lease, and at its own cost, procure and continue in force the
following insurance coverage.
a. Commercial general liability insurance, insuring Landlord and Tenant
against any liability arising out of
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the ownership, use, occupancy or maintenance of the Premises and all areas
appurtenant thereto.
13.2 Insurance Policies. The limits of said insurance policies shall not,
however, limit the liability of the Tenant hereunder. Tenant may carry said
insurance under a blanket policy, providing, however, said insurance by Tenant
shall name Landlord as an additional insured. If Tenant shall fail to procure
and maintain said insurance, Landlord may, but shall not be required to, procure
and maintain same, but at the expense of Tenant. Insurance required hereunder
shall be in companies that rate B+ or better in "Best's Insurance Guide".
Tenant shall deliver to Landlord prior to occupancy of the premises copies of
policies of insurance required herein or certificates evidencing the existence
and amounts of such insurance with loss payable clauses, satisfactory to
Landlord. No policy shall be cancelable or subject to reduction of coverage
except after fifteen (15) days prior written notice to Landlord. The minimum
acceptable amount of comprehensive liability insurance is $1,000,000 against
claims in any occurrence, and property damage insurance in an amount of not less
than $100,000 per occurrence, or combined single limit of $1,000,000 commercial
liability and property damage insurance.
13.3 Waiver of Subrogation. As long as their respective insurers so permit,
Landlord and Tenant each hereby waive any and all rights of recovery against the
other for any loss or damage occasioned to such waiving party or its property of
others under its control to the extent that such loss or damage is insured
against under any fire or extended coverage insurance policy which either may
have in force at the time of such loss or damage. Each party shall obtain any
special endorsement, if required by their insurer, to evidence compliance with
the aforementioned waiver.
14. SERVICE AND UTILITIES.
14.1 Landlord's Obligations. Landlord agrees to furnish to the Premises
electricity for normal lighting and fractional horsepower office machines, and
elevator service. Landlord agrees to furnish to the Premises during reasonable
hours of generally recognized business days to be determined by Landlord, and
subject to the Rules and Regulations of the
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building, heat and air conditioning required in Landlord's judgment for the
comfortable use and occupancy of the Premises, janitorial, and window washing
Landlord shall also maintain and keep lighted the common stairs, gallerias,
entries and toilet rooms in the building. Landlord shall not be liable for and
Tenant shall not be entitled to any reduction of rental by reason of Landlord's
failure to furnish any of the foregoing when such failure is caused by accident,
breakage, repairs, strikes, lockouts or other labor disturbances or labor
disputes of any character, or by any other cause, similar or dissimilar, beyond
the reasonable control of Landlord.
14.2 Tenant's Obligation. Tenant shall pay for, prior to delinquency, all
telephone and all other materials and services, not expressly required to be
paid by Landlord, which may be furnished to or used in, on or about the Premises
during the term of this Lease. Tenant will not, without the prior written
consent of Landlord and subject to any conditions which Landlord may impose, use
any apparatus or device in the Premises which will in any way increase the
amount of electricity or water usually furnished for use of the Premises as
general office space. If Tenant shall require water or electric current in
excess of that usually furnished or supplied for use of the Premises as general
office space, Tenant shall first procure the consent of Landlord. Wherever heat
generating machines or equipment are used in the Premises which affect the
temperature otherwise maintained by the air conditioning system, Landlord
reserves the right to install supplementary air conditioning units in the
Premises and the cost thereof, including the cost of installation, operation and
maintenance thereof, shall be paid by Tenant to Landlord upon demand by
Landlord. Landlord shall not be liable for Landlord's failure to furnish any of
the foregoing when such failure is caused by any cause beyond the reasonable
control of Landlord. Landlord shall not be liable under any circumstances for
loss of or injury to property, however occurring, in connection with failure to
furnish any of the foregoing.
15. PROPERTY TAXES. Tenant shall pay before delinquency all personal property
or similar taxes levied or assessed and which become payable during the term
hereof upon all Tenant's equipment, furniture, fixtures and personal property
located in the Premises. Landlord shall pay all
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property taxes on the land and building, except should the California
Constitution be changed in a way that results in a higher or lower tax on the
Premises than the annual increases now a matter of law, any such increase or
decrease shall be passed through to tenant on a prorated basis as an item
separate from any CPI adjustments. Tenant shall pay to Landlord its share of
such taxes, if any, within thirty days after delivery to Tenant by Landlord of a
statement in writing setting forth the amount of such taxes.
16. RULES AND REGULATIONS. Tenant shall faithfully observe and comply with the
rules and regulations attached as Exhibit "B" to this Lease, as well as such
rules and regulations that Landlord shall from time to time promulgate.
Landlord reserves the right from time to time to make all reasonable
modifications to those rules which shall be binding to Tenant upon delivery of a
copy of them to Tenant. Landlord shall not be responsible to Tenant for the
nonperformance of any of said rules by any other tenant.
17. HOLDING OVER. If Tenant remains in possession without Landlord's consent,
after termination of the Lease, by lapse of time or otherwise, Tenant shall pay
Landlord for each day of such retention one-fifteenth (1/15th) of the amount of
the monthly rental for the last month prior to such termination and Tenant shall
also pay all costs, expenses and damages sustained by Landlord by reason of such
retention, including, without limitation, claims made by a succeeding tenant
resulting from Tenant's failure to surrender the Premises.
18. ENTRY BY LANDLORD. Landlord reserves the right to enter the premises at
any time to inspect the Premises, to provide any service for which Landlord is
obligated hereunder, to submit the Premises to prospective purchasers or
tenants, to post notices of nonresponsibility, and to alter, improve, maintain
or repair the Premises or any portion of the building of which the Premises are
a part that Landlord deems necessary or desirable, all without abatement of
rent. Landlord may erect scaffolding and other necessary structures where
reasonably required by the character of the work to be performed, but shall not
block entrance to the Premises and not interfere with Tenant's business, except
as reasonably required for the particular
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activity by Landlord. Landlord shall not be liable in any manner for any
inconvenience, disturbance, loss of business, nuisance, interference with quiet
enjoyment, or other damage arising out of Landlord's entry on the Premises as
provided in this paragraph, except damage, if any, resulting from the negligence
or willful misconduct of Landlord or its authorized representative. Landlord
shall retain a key with which to unlock all doors into, within and about the
Premises, excluding Tenant's vaults, safes and files. In an emergency, Landlord
shall have the right to use any means which Landlord deems reasonably necessary
to obtain entry to the Premises, without liability to Tenant, except for any
failure to exercise due care for Tenant's property. Any such entry to the
Premises by Landlord shall not be construed or deemed to be forcible or unlawful
entry into or a detainer of the Premises or an eviction of Tenant from the
Premises or any portion thereof.
19. RECONSTRUCTION. If the Premises or the building of which the Premises are
a part are damaged by fire or other peril covered by extended coverage
insurance, Landlord agrees to make repairs and restorations to the extent and in
the manner possible at a cost not exceeding the proceeds of the insurance
received by Landlord. If the cost of repair and restoration exceeds the amount
of proceeds received from insurance, Landlord may elect to terminate this Lease
by giving notice to Tenant within twenty (20) days after determining that the
cost will exceed such proceeds. If Landlord proceeds with repair and
restoration, this Lease shall remain in full force and effect, except that
Tenant shall be entitled to a proportionate reduction of rent while such repairs
are being made. The rent reduction shall be based upon the extent to which
repair and restoration activity materially interferes with Tenant's business at
the Premises, provided, however, that if the damage was occasioned by the fault
or neglect of Tenant, its agents or employees, there shall not be an abatement
of rent.
20. DEFAULT; REMEDIES.
20.1 Default. The occurrence of any of the following shall constitute a default
by Tenant:
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a. Failure by Tenant to pay the rent or other monies when due, where such
failure continues for three (3) business days after written notice by Landlord
to Tenant.
b. Abandonment of the Premises by Tenant.
c. Failure by Tenant to perform any other provision of this Lease where such
failure to perform is not cured within thirty (30) days after notice has been
given to Tenant; provided, however, that if the nature of the default is such
that the same cannot reasonably be cured within said thirty (30) day period,
Tenant shall not be deemed to be in default if Tenant shall within such period
commence such cure and thereafter diligently prosecute the same to completion.
d. The making by Tenant of any general assignment or general arrangement for
the benefit of creditors; the filing by or against Tenant of a petition to have
Tenant adjudged a bankrupt or of a petition for reorganization or arrangement
under any law relating to bankruptcy (unless, in the case of a petition filed
against Tenant, same is dismissed within sixty (60) days; the appointment of a
trustee or receiver to take possession of substantially all of Tenant's assets
located at the Premises or of Tenant's interest in this Lease, where possession
is not restored to Tenant within thirty (30) days; or the attachment, execution
or other judicial seizure of substantially all of Tenant's assets located at the
Premises or of Tenant's interest in this Lease, where such seizure is not
discharged within thirty (30) days.
20.2 Remedies. In the event of any such default, Landlord may:
a. Maintain this Lease in full force and effect and recover the rent and other
monetary charges as they become due, without terminating Tenant's right to
possession irrespective of whether Tenant shall have abandoned the Premises. In
the event Landlord elects not to terminate the Lease, Landlord shall have the
right to attempt to re--let the Premises at such rent and upon such conditions
and for such a term, and to do all acts necessary to maintain or preserve the
Premises as Landlord deems reasonable and necessary without being deemed to have
elected to terminate the Lease, including removal of all persons and property
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from the Premises. Such property may be removed and stored in a public warehouse
or elsewhere at the cost of and for the account of Tenant. In the event any such
reletting occurs, this Lease shall terminate automatically upon the new tenant
taking possession of the Premises. Notwithstanding that Landlord fails to elect
to terminate the Lease initially, Landlord at any time during the term of this
Lease may elect to terminate this Lease by virtue of such previous default of
Tenant.
b. Terminate Tenant's right to possession by any lawful means, in which case
this Lease shall terminate and Tenant shall immediately surrender possession of
the Premises to Landlord. In such event Landlord shall be entitled to recover
from Tenant all damages incurred by Landlord by reason of Tenant's default,
including without limitation thereto, the following: (1) the worth at the time
of award of any unpaid rent that would have been earned at the time of such
termination; plus (2) the worth at the time of award of the amount by which the
unpaid rent that would have been earned after termination until the time the
award exceeds the amount of such rental loss that is proved could have been
reasonably avoided; plus (3) the worth at the time of award of the amount by
which unpaid rent for the balance of the term after the time of award exceeds
the amount of such rental loss that is proved could be reasonably avoided; plus
(4) any other amount necessary to compensate Landlord for all the detriment
proximately caused by Tenant's failure to perform his obligations under this
Lease or which in the ordinary course of events would be likely to result
therefrom; plus (5) at Landlord's election, such other accounts in addition to
or in lieu of the foregoing as may be permitted from time to time by applicable
law. Upon any such re-entry Landlord shall have the right to make any reasonable
repairs, alterations or modifications to the Premises, which Landlord in its
sole discretion deems reasonable and necessary. As used in (1) above, the "worth
at the time of award" is computed by allowing interest at the rate of ten
percent (10%) per annum from the date of default. As used in (2) and (3) above,
the "worth at the time of award" is computed by discounting such amount at the
discount rate of the U.S. Federal Reserve Bank at the time of award plus one
percent (1%).
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Remedies of Landlord contained in this Lease shall be construed and held to be
cumulative, and Landlord shall have the right to pursue any one or all of such
remedies or any other remedy or relief that may be provided by law. No waiver of
any default of Tenant hereunder shall be implied from any acceptance by Landlord
of any rent or other payments due hereunder or any omission by Landlord to take
any action on account of such default if such default persists or is repeated,
and no express waiver shall affect defaults other than as specified in said
waiver. The consent or approval of Landlord to or of any act by Tenant requiring
Landlord's consent or approval shall not be deemed to waive or render
unnecessary Landlord's consent or approval to or of any subsequent similar acts
by Tenant.
21. EMINENT DOMAIN. If more than twenty-five percent (25%) of the Premises is
taken or appropriated by any public or quasi-public authority under powers of
eminent domain, either party hereto shall have the right at its option, to
terminate this Lease. If less than twenty-five percent (25%) of the Premises is
taken (or neither party elects to terminate as above, provided if more than
twenty--five percent (25%) is taken), the Lease shall continue, but the rental
thereafter to be paid shall be equitably reduced. If any part of the building of
which the Premises are a part is so taken or appropriated, whether or not any
part of the Premises is involved, Landlord shall be entitled to the entire award
and compensation for the taking that is paid or made by the public or quasi-
public agency, and Tenant shall have no claim against said award.
22. STATEMENT TO LENDER. Tenant shall at any time and from time to time, upon
not less than ten (10) days prior written notice from Landlord, execute,
acknowledge, and deliver to Landlord a statement in writing, (a) certifying that
this Lease is unmodified and in full force and effect (or, if modified, stating
the nature of such modifications and certifying that this Lease as so modified
is in full force and effect), and the date to which the rental and other charges
are paid in advance, if any, and (b) acknowledging that there are not, to
Tenant's knowledge, any uncured defaults on the part of the Landlord hereunder,
or specifying such defaults if any are claimed and (c) certifying such other
matters as may be reasonably required by Landlord. Any such statement may be
relied upon by any prospective purchaser or encumbrancer of all or any
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portion of the real property of which the Premises are a part.
23. PARKING. Tenant shall have the right to use, in common with other tenants
or occupants of the building, parking facilities, provided by Landlord for
tenants of The Landmark, subject to the rules and regulations established by
Landlord. Said parking shall be at no expense to the Tenant unless a tax, fee or
levy is imposed directly or indirectly by a federal, state or local agency or
jurisdiction for parking. If such a tax, fee or levy is imposed tenant agrees to
pay its portion of said fee as reasonably determined by the Landlord.
24. AUTHORITY OF PARTIES.
24.1 Corporate Authority. If Tenant is a corporation, each individual executing
this Lease on behalf of said corporation represents and warrants that he is duly
authorized to execute and deliver this Lease on behalf of said corporation, in
accordance with a duly adopted resolution of the Board of Directors of said
corporation or in accordance with the by-laws of said corporation, and that this
Lease is binding upon said corporation in accordance with its terms.
24.2 Limited Partnerships. Landlord herein is a limited partnership. It is
understood and agreed that any claims by Tenant on Landlord shall be limited to
the assets of the limited partnership. And furthermore, Tenant expressly waives
any and all rights to proceed against the individual partners or the officers,
directors or shareholders of any corporate partner, except to the extent of
their interest in said limited partnership.
25. GENERAL PROVISIONS.
25.1 Exhibits. Exhibits attached hereto, and addendums initialed by the parties,
are deemed to constitute a part hereof.
25.2 Waiver. The waiver by Landlord of any provision of this Lease shall not be
deemed to be a waiver of any subsequent breach of the same or any other
provisions of this Lease herein contained. The subsequent acceptance of rent
hereunder by Landlord shall not be deemed to be a waiver of any preceding breach
by Tenant of any provision
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of this Lease, other than the failure of the Tenant to pay the particular rental
so accepted, regardless of Landlord's knowledge of such preceding breach at the
time of the acceptance of such rent.
25.3 Notices. All notices and demands that may or are required to be given by
either party to the other hereunder shall be in writing. All notices and demands
by the Landlord to the Tenant shall be sufficient if delivered in person or sent
by first class mail, postage prepaid, addressed to the Tenant at the Premises or
to such other place as Tenant may from time to time designate in a written
notice to the Landlord. All written notices and demands by the Tenant to the
Landlord shall be sufficient if delivered in person or sent by first class mail,
postage prepaid, addressed to the Landlord at the office of the building or to
such other person or place as the Landlord may from time to time designate in a
notice to the Tenant. Any such notice is effective at the time of delivery or 48
hours after mailing.
25.4 Rentable Area. Rentable square footage, as herein used, is the actual
square footage of the office suite plus a load factor for gallerias, restrooms,
hallways and other common areas. The stated rentable area will not be used as a
basis for either party making any claim against the other.
25.5 Joint and Several Obligations. If there be more than one Tenant, the
obligations hereunder imposed upon tenants shall be joint and several.
25.6 Captions. The captions of the paragraphs of this Lease are not a part of
this Lease and shall have no effect upon the construction or interpretation of
any part hereof.
25.7 Time. Time is of the essence hereof.
25.8 Successors and Assigns. The provisions of this Lease, subject to the
provisions as to assignment, apply to and bind the successors and assigns of the
parties hereto.
25.9 Recording. Neither Landlord nor Tenant shall record this Lease or a short
form memorandum hereof without the prior written consent of the other party.
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25.10 Scope and Amendments. This Lease is and shall be considered to be the
only agreement between the parties hereto. All negotiations and oral agreements
acceptable to both parties are included herein. No amendment or other
modification of this Lease shall be effective unless in a writing signed by
Landlord and by Tenant.
25.11 Legal Fees. In the event of any action brought by either party against
the other under this Lease, the prevailing party shall be entitled to recover
all costs, including the fees of its attorneys as the court may adjudge
reasonable.
25.12 Sale. In the event of any sale of the building, Landlord shall be
released of any liability under this Lease, and the purchaser of the Premises
shall be deemed to have assumed and agreed to carry out all of the obligations
of the Landlord under this Lease.
25.13 Lender Requirements. Upon request of the Landlord, Tenant will, in
writing, subordinate its rights hereunder to the rights of any mortgagee, under
a deed of trust held by any bank, insurance company or other lending institution
(collectively Lender) now or hereafter in force against the land and building of
which the Premises are a part, and to all advances made or hereafter to be made
upon the security thereof. If any proceedings are brought for foreclosure, or in
the event of the exercise of the power of sale under any mortgage or deed of
trust made by the Landlord covering the Premises, the Tenant shall recognize
such purchaser as the Landlord under this Lease. Tenant's obligation to
subordinate it's rights hereunder is conditioned upon Lender's agreement not to
disturb Tenant's possession or quiet enjoyment of Premises.
25.14 Name. Tenant shall not use the name of the development in which the
Premises are situated for any purpose other than as an address of the business
to be conducted by the Tenant in the Premises, unless written authorization is
obtained from Landlord.
25.15 Severability. Any provision of this Lease that shall prove to be
invalid, void or illegal shall in no way affect, impair or invalidate any other
provision hereof.
25.16 Applicable Law. This Lease shall be governed by the laws of the State of
California.
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25.17 Toxics. Landlord and Tenant acknowledge that they have been advised that
numerous federal, state, and/or local laws, ordinances and regulations ("law")
affect the existence and removal, storage, disposal, leakage of contamination by
materials designated as hazardous or toxic ("Toxics"). Many materials, some
utilized in everyday business activities and property maintenance, are
designated as hazardous or toxic. Some of the Laws require that Toxics be
removed or cleaned up without regard to whether the party required to pay for
the "cleanup" caused the contamination, owned the property at the time the
contamination occurred or even knew about the contamination. Some items, such as
asbestos or PCBs, which were legal when installed, now are classified as Toxics,
and are subject to removal requirements. Civil lawsuits for damages resulting
from Toxics may be filed by third parties in certain circumstances. Tenant and
Landlord agree to hold the other harmless from any responsibility for any Toxics
that are brought on to the Premises or the project by themselves, their agents,
employees or contractors.
25.18 Signage. The original standard tenant identification sign on the main
door to the Premises will be installed at Landlord's expense. Landlord will not
charge Tenant for this sign for the duration of the lease unless Tenant requests
a change in the sign.
26. ELECTRICAL, COMMUNICATIONS AND ALARM WIRING.
26.1 Tenant shall contact the Landlord prior to installing or relocating any
electrical, telephone, network, LAN, intercom, doorbell, or alarm wiring systems
at the Landmark Office Center.
26.2 All electrical wiring shall be installed by a licensed contractor in
expanded metal tubing in accordance with the most current electrical code, etc.
26.3 All communication cabling shall be installed by a licensed contractor and
shall be plenum rated and shall not be installed as to "lay" on ceiling tile or
T-bar grid systems. A certificate of compliance shall be provided by contractor
to Landlord at time of completion.
26.4 Landlord shall not be financially responsible for any repair or replacement
of any communication cables, telephone lines, telephone feeders, or trunk lines
beyond
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the M.P.O. (minimum point of entry) established by Pacific ▇▇▇▇. If one or more
of these lines serve several tenants, the cost of installation and repair shall
be divided among tenants currently being served by said cable.
26.5 Not all existing telephone rooms/punchdown boards are permanent. Tenant and
his contractor must verify location of termination points with the Landlord
prior to installation.
26.6 No audible alarm systems will be permitted. Landlord will not assume any
financial responsibility for any alarms attributable to its employees,
contractors, including janitors, guards, or service personnel.
26.7 Any work requiring access to adjoining tenant spaces shall be prearranged
so that Landlord can obtain permission for the intrusion/interruption of the
space. Tenant shall reasonably cooperate in arranging access to contractors for
adjoining tenant when requested by Landlord.
26.8 Upon request of Landlord, Tenant shall remove all communication cable that
Tenant has installed in the Premises upon expiration of this Lease and repair
all damage caused by said removal.
27. ASSIGNMENT OF RENTS. In the event of Tenant's receipt of a Notice from
Principal Mutual Life Insurance Company or its nominee that Landlord is in
default under its mortgage, Tenant shall make all future rent payments directly
to Principal at the address Lender directs in the Notice.
28. AMERICANS WITH DISABILITIES ACT. Landlord believes the Premises complies
with the "Americans with Disabilities Act" (ADA), but no independent
investigation has been made to ensure compliance with the "Americans with
Disabilities Act" (ADA). This Act may require a variety of changes to a
facility, including potential removal of barriers to access by disabled persons
and provision of auxiliary aids and services for hearing-, vision- or speech-
impaired persons, some of which would be the Landlord's responsibility and some
would be the Tenant's responsibility. Landlord urges all parties to obtain
independent legal and technical advice with respect to the physical and
environmental conditions and ADA compliance of the Property. The Parties agree
that it will rely solely on their own investigations and/or that of a licensed
professional specializing in
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these areas, and not on the investigation, assurances or opinion of Landlord or
Broker, if any.
29. BROKERS. Tenant warrants that it has had no dealing with any real estate
broker or agent in connection with the negotiation of this Lease excepting only
of Thrust IV, and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇▇▇▇▇ and ▇▇▇▇▇ Commercial, and it knows
of no other real estate broker or agent who is entitled to a commission in
connection with this Lease. Commissions shall be paid by Landlord to Broker(s)
on the following schedule: 50/50-6%, 5%, 4%, 3%, 3%. No commissions shall be
paid on Tenant Improvement Amortizations, CPI Increases or any other rent
adjustment covered in section 4.2 herein. No commission shall be paid by Tenant.
30. AMENDMENTS TO LEASE.
Prior to occupancy Landlord shall at no additional cost to the Tenant:
30.1 Construct the offices as shown on Exhibit A, except at Tenant's request
prior to August 31, 1998 Landlord will remove the wall between the kitchen and
office 15.
30.2 At Tenant's request Landlord will remove the door between the suite and the
stairwell (Tenant may delay this request until a later date).
30.3 Recarpet the entire suite with building-standard carpets (special carpet or
colors may be installed with Tenant bearing any excess cost over standard), and
repaint entire suite; provided, however, the Tenant shall have the right to
notify Landlord on or before August 31, 1998, of its choice of colors and
carpets to be installed in the Premises.
30.4 Diligently explore and install cost effective improvements to the Training
Room shown on Exhibit C as room 17 so as to make it more suitable as a Training
Facility, including addressing the noise levels, acoustic properties, the
control of light and the adequacy of the HVAC system. Some reasonable limit on
the maximum number of people and amount of equipment in the room may need to be
established.
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30.5 Paragraph 4.1. The first sentence of the paragraph shall be revised to read
as follows: "Tenant shall pay to Landlord as rent for the Premises, without
demand, deduction, or offset the sum of Twenty-Six Thousand Six Hundred Sixty-
One Dollars and Sixty Cents ($26,661.60) on or before the first day of each and
every month of the term of this Lease, the first monthly payment to be made upon
the date that Tenant occupies the Premises."
30.6 Paragraph 5. Security Deposit: The following shall be added to the end of
the paragraph: "Notwithstanding anything to the contrary in the foregoing,
Landlord acknowledges that it currently holds a security deposit from Tenant in
the amount of $16,577.90 with respect to the premises occupied by Tenant
immediately preceding the term of this Lease; Landlord shall retain such deposit
and Tenant shall deposit with Landlord the difference between the deposit held
by Landlord and the deposit as specified in the Paragraph 5.
30.7 Paragraph 8. Alteration and Additions: The following shall be inserted at
the end of the fifth sentence of the paragraph, after the word "Tenant,"
beginning on the first line of page 5: ";provided, however, that Tenant shall
not be obligated to pay Landlord for the removal of any alterations, additions
or improvements constructed by Landlord in the initial buildout of the
Premises."
30.8 Paragraph 13, Insurance: The following shall be inserted at the end of the
Paragraph: "Tenant shall have the right to satisfy the insurance requirements
set forth in this Lease and the Lease for the Second Floor Space pursuant to one
insurance policy."
30.9 Paragraph 25.18. Signage: The following shall be added to the end of the
paragraph: "Notwithstanding anything in the foregoing to the contrary, Landlord
shall install signange that is consistent with the larger signange used by the
tenant occupying the Premises immediately prior to Tenant's occupancy. To the
extent that Tenant subleases the Second Floor Space to a third party, such third
party shall have the same signage rights as is customary for less than full
buliding tenants."
30.10 Paragraph 30.1. The following shall be added to the end of Paragraph
30.1: "Notwithstanding anything to
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the contrary in the foregoing, on or before August 31, 1998, Tenant shall have
the right to confer with Landlord on the configuration of the additional offices
as shown on Exhibit A to be a mutually agreeable configuration. Landlord shall
be obligated to add the 9 offices shown as offices 6 through 14 on Exhibit A.
Landlord shall cooperate with Tenant to include in the initial buildout a coffee
station located in close proximity to offices 1, 2, and 3 in a manner agreeable
to Tenant and Landlord. If Tenant agrees to delete an office, Landlord will
construct the coffee station at no cost to Tenant or Tenant may bear the cost.
31. EXTENSION OF LEASE ON SUITES 1943 AND 1947. The Leases on 1943 and 1947
shall be extended past their termination date of November 30, 1998 until Suite
2041 is made available to Tenant. The rent commencing December 31, 1998, on
Suites 1943 and 1947 shall be $20,624.10 per month.
The parties hereto have executed this Lease on the dates specified immediately
adjacent to their respective signatures.
LANDLORD: LANDMARK INVESTMENTS, LIMITED
By: THRUST IV, INC., General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇ Date: 08/17/98
------------------- --------
▇▇▇▇ ▇. ▇▇▇▇▇, President
TENANT: VERISITY DESIGN, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Date: 08/14/98
------------------- --------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFO
Tax ID# ▇▇-▇▇▇▇▇▇▇
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Attachments:
Exhibit A -- Page 1 Floor Plan with suite marked Page 2 Site Plan
Exhibit B -- Pages 1--3 Rules & Regulations
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EXHIBIT B
Rules and Regulations
----- --- -----------
1. Keys are issued in a reasonable number by Landlord to Tenant at no charge.
2. Access cards, used to open the electronic lock of the front entry door of a
particular building after normal business hours, are assigned to individual
people pursuant to a list submitted by Tenant to Landlord. A $15.00 deposit per
card is charged upon issuance and refundable upon return. When a cardholder is
no longer entitled to a card (left employment, etc.) Tenant shall notify
Landlord of a new holder, or if the card has been taken or lost. By so notifying
Landlord, a particular card code can be removed from the authorized list, so
that it no longer will activate the lock.
3. No sign or notice shall be displayed by Tenant outside of its office space
without written consent of Landlord. If approval is not given, Landlord shall
have the right to remove such sign or notice without notice to and at expense of
the Tenant. All signs on access doors to the Premises shall be approved by
Landlord. The original standard company sign on the main door to the Premises
will be installed at Landlord's expense. Tenant may, at its expense, install a
different sign, after written design approval by Landlord. Design criteria
should be obtained from Landlord in advance.
Tenant shall not place anything within the Premises that may appear unsightly
from outside of the Premises.
Tenant shall not install any curtains, blinds, shades, or screens on any windows
or doors of the Premises without Landlord's consent.
4. Sidewalks, halls, passages, exits, entrances, elevators, and stairways
shall not be obstructed by any of the tenants, or used by them for any purpose
other than for ingress or egress from their respected offices.
5. Tenant shall not alter any lock or install any new or additional locks or
bolts on any doors or windows without the written consent of Landlord.
6. The toilet rooms, urinals, wash bowls and other apparatus shall not be used
for any purpose other than for which they were installed.
7. Tenant shall not overload the floor of the office complex. Tenant shall not
▇▇▇▇, drive nails, screw or drill into the partitions, woodwork, or plaster or
in any way deface the Premises, except for hanging of small items such as
pictures with nail type of hangers, without Landlord's approval.
8. No unusually large or heavy equipment shall be brought into the complex
without prior notice to Landlord and all moving of the same into or out of the
office complex shall be done at such time and such a manner as Landlord shall
designate.
All damage done to the office complex by moving or maintaining any such
equipment shall be repaired at the expense of Tenant.
9. Tenant shall not use the office complex in a manner offensive or
objectionable to the Landlord or other occupants by reason of noise, odors,
and/or vibrations, or interfere in any way with other tenants or those having
business herein, nor shall any animals or birds be brought in or about the
office complex.
10. No lodging, washing clothes, cooking, excluding use of coffeemakers and
microwave ovens, shall be done or permitted by any Tenant on the Premises.
11. Tenant shall not use or keep on the Premises any foul or noxious gas,
kerosene, gasoline or inflammable or combustible fluid or material, or use any
method of heating or air conditioning other than that supplied by Landlord.
12. Landlord will direct electricians as to where and how telephone wires are
to be installed. No changing of wires will be allowed without the consent of the
Landlord. The location of the telephones, call boxes and other office equipment
affixed to the office complex shall be subject to the approval of Landlord.
13. No aerial satellite dish or other item shall be erected on the roof or
exterior walls of the complex, or on the grounds, without in each instance the
written consent of
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the Landlord. Any such item so installed without such written consent shall be
subject to removal without notice at any time.
14. No loud speakers, televisions, radios or other devices shall be used in a
manner so as to be heard or seen outside of the Premises without prior written
consent of the Landlord.
15. On Saturdays, Sundays, legal holidays and on other days between the hours
of 7:00 p.m. and 7:00 a.m. the following day, access to the office complex or to
the Premises may be refused unless the person seeking is known to the person or
employee of the office complex in charge or is properly identified. The Landlord
shall in no case be liable for damages for any error with regard to the
admission to or exclusion from the office complex of any person.
16. Any person whose presence on the Premises may in the judgment of the
Landlord be prejudicial to the safety, character, reputation and interest of the
office complex or of its tenants may be denied access to the office complex or
may be ejected therefrom.
17. No vending machine or machines of any description shall be installed,
maintained or operated upon the Premises without the written consent of the
Landlord.
18. Tenant shall not disturb, solicit or canvass any occupant of the office
complex and shall cooperate to prevent the same.
19. Landlord shall control and operate the public portions of the office
complex in such manner as it deems best for the benefit of the tenants
generally.
20. All windows and entrance doors in the office complex shall be left locked
when the Premises are not in use, and all doors opening to public corridors
shall be kept closed except for normal ingress and egress from the office
complex.
21. In case of invasions, mob riot, public excitement, or other emergency, the
Landlord reserves the right to prevent access to the office complex during the
continuance of the same by closing of the doors or otherwise, for the safety of
the tenants and protection of property in the office
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complex. Landlord will also direct tenants as necessary in an emergency and will
not assume any liability for damages suffered by tenants as the result of such
directions.
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