BASIC LEASE INFORMATION
LEASE DATE: December 19, 1997
TENANT: Spectrian Corporation
a Delaware corporation
TENANT'S ADDRESS: ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
LANDLORD: Stanford Ranch I, LLC
a Delaware limited liability company
LANDLORD'S ADDRESS: P.O. Box 1200
Rocklin, CA 95677-1200
Project: ▇▇▇▇▇▇▇▇ Tech Center, ▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Building Description: An approximate 40,000 SF single-story
concrete tilt-up building.
Premises: Approximately 20,858 square feet of office,
tech, and warehouse space situated on the
western side of the building commonly
referred to as Suite 500 located within
▇▇▇▇▇▇▇▇ Tech Center on Lot 10 and outlined
on the floor plan attached hereto as Exhibit
A.
Permitted Use: General office, manufacturing, storage and
shipping
Parking Density: Tenant shall have the right to 83 parking
spaces.
Estimated Term
Commencement Date: June 1, 1998
Length of Term: Five (5) years.
Base Rent: Shall be $17,729.30 per month or $0.85 per
SF NNN
Landlord's Expense: Net, Net, Net
Security Deposit: None
Tenant's Proportionate Share: 52.1%
Broker: Cornish & ▇▇▇▇▇ Commercial
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The foregoing Basic Lease Information is incorporated into and made a part of
this Lease. Each reference in this Lease to any of the Basic Lease Information
shall mean the respective information above and shall be construed to
incorporate all of the terms provided under the particular Lease paragraph
pertaining to such information. In the event of any conflict between the Basic
Lease Information and the Lease, the latter shall control.
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TABLE OF CONTENTS
Basic Lease Information......................................i
Table of Contents...........................................ii
1. Premises ....................................................1
2. Possession and Lease Commencement............................1
3. Term.........................................................1
4. Use..........................................................1
5. Rules and Regulations........................................2
6. Rent ........................................................2
7. Basic Operating Cost.........................................3
8. Insurance and Indemnification................................4
9. Waiver of Subrogation .......................................6
10. Landlord's Repairs and Services..............................6
11. Tenant's Repairs.............................................6
12. Alterations..................................................6
13. Signs........................................................7
14. Inspection/Posting Notices...................................7
15. Utilities....................................................7
16. Subordination................................................7
17. Financial Statements.........................................8
18. Estoppel Certificate.........................................8
19. Security Deposit.............................................8
20. Tenant's Remedies............................................8
21. Assignment and Subletting....................................8
22. Authority of Parties ........................................9
23. Condemnation.................................................9
24. Casualty Damage............................................. 9
25. Holding Over................................................10
26. Default ....................................................10
27. Liens.......................................................12
28. Substitution................................................12
29. Transfers by Landlord.......................................12
30. Right of Landlord to Perform Tenant's Covenants.............12
31. Waiver......................................................12
32. Notices.....................................................12
33. Attorneys' Fees.............................................13
34. Successors and Assigns......................................13
35. Force Majeure...............................................13
36. Brokerage Commission........................................13
37. Miscellaneous...............................................13
38. Additional Provisions.......................................14
Signatures..................................................14
First Addendum to Lease
Exhibits:
Exhibit A................................................... Site Plan
Exhibit B................................................. Work Letter
Exhibit C..................................... Standard Specifications
Exhibit D................................................. Sign Policy
Exhibit E....................................... Rules and Regulations
Exhibit F............................... Permitted Hazardous Materials
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LEASE
THIS LEASE is made as of this 19th day of December, 1997, by and
between STANFORD RANCH I, LLC (hereinafter called "Landlord") and SPECTRIAN
CORPORATION (hereinafter called "Tenant").
1. PREMISES.
Landlord leases to Tenant and Tenant leases from Landlord, upon the
terms and conditions hereinafter set forth, those premises (the "Premises")
depicted on the floor plan dated November 6, 1997, attached hereto as Exhibit A
and described in the Basic Lease Information. The Premises may be all or part of
the building (the "Building") or of the project (the "Project") which may
consist of more than one building. The Building and Project are depicted
respectively on Exhibit A.
2. POSSESSION AND LEASE COMMENCEMENT.
A. Intentionally Omitted.
B. Construction of Improvements. The term commencement date ("Term
Commencement Date") shall be the earlier of the date on which: (1) Tenant takes
possession of some or all of the Premises, or (2) the improvements constructed
or to be constructed in the Premises shall have been substantially completed in
accordance with the plans and specifications described on Exhibits A, B and C
attached hereto, whether or not substantial completion of the Building itself
shall have occurred, and Landlord has delivered to Tenant a copy of a temporary
or permanent occupancy permit. In no event shall the Term Commencement Date
occur sooner than June 1, 1998, unless ▇▇▇▇▇▇ agrees to the earlier date in
writing. If for any reason Landlord cannot deliver possession of the Premises to
Tenant on the Estimated Term Commencement Date, Landlord shall not be subject to
any liability therefor, nor shall Landlord be in default hereunder. In the event
of any dispute as to substantial completion of work performed or required to be
performed by Landlord, the certificate of Landlord's architect or general
contractor shall be conclusive. Substantial completion shall have occurred
notwithstanding Tenant's submission of a punchlist to Landlord, which Tenant
shall submit, if at all, within thirty (30) days after the Term Commencement
Date. As of the Term Commencement Date, Tenant acknowledges that Tenant shall
have inspected the Premises and will accept the Premises in their then existing
"as is" condition, broom clean, as suitable for the purpose for which the
Premises are leased, and ▇▇▇▇▇▇ agrees that said ▇▇▇▇▇▇▇▇ and other improvements
are in good and satisfactory condition as of when possession was taken, subject
only to the punchlist. Tenant further acknowledges that no representations as to
the condition or repair of the Premises nor promises to alter, remodel or
improve the Premises have been made by Landlord unless such are expressly set
forth in this Lease. Tenant shall, upon demand, execute and deliver to Landlord
a letter of acceptance of delivery of the Premises. In no event, subject to
Paragraph 35, shall the Term Commencement Date be later than December 31, 1998.
3. TERM. The Term of this Lease shall commence on the Term Commencement
Date and continue in full force and effect for the number of months specified as
the Length of Term in the Basic Lease Information or until this Lease is
terminated as otherwise provided herein. If the Term Commencement Date is a date
other than the first day of the calendar month, the Term shall be the number of
months of the Length of Term in addition to the remainder of the calendar month
following the Term Commencement Date.
4. USE.
A. General. Tenant shall use the Premises for the Permitted Use and for
no other use or purpose. Tenant shall control Tenant's employees, agents,
customers, visitors, invitees, licensees, contractors, assignees and subtenants
(collectively, "Tenant's Parties") in such a manner that Tenant and ▇▇▇▇▇▇'s
Parties cumulatively do not exceed the Parking Density at any time. Tenant and
▇▇▇▇▇▇'s Parties shall have the nonexclusive right to use, in common with other
parties occupying the Building or Project, the parking areas and driveways of
the Project, subject to such rules and regulations as Landlord may from time to
time prescribe.
B. Limitations. Tenant shall not permit any odors, smoke, dust, gas,
substances, noise or vibrations to emanate from the Premises, nor take any
action which would constitute a nuisance or would disturb, obstruct or endanger
any other tenants of the Building or Project in which the Premises are situated
or interfere with their use of their respective premises. Storage outside the
Premises of materials, vehicles or any other items is prohibited, unless
Landlord approves thereof in writing, which approval may be withheld by Landlord
in its sole and absolute discretion. Tenant shall not use or allow the Premises
to be used for any improper, immoral, unlawful or objectionable purpose, nor
shall Tenant cause or maintain or permit any nuisance in, on or about the
Premises. Tenant shall not commit or suffer the commission of any waste in, on
or about the Premises. Tenant shall not allow any sale by auction upon the
Premises, or place any loads upon the floors, walls or ceilings which endanger
the structure, or place any harmful liquids in the drainage system of the
Building or Project. No waste, materials or refuse shall be dumped upon or
permitted to remain outside the Premises except in trash containers placed
inside exterior enclosures designated for that purpose by Landlord. Landlord
shall not be responsible to Tenant for the non-compliance by any other tenant or
occupant of the Building or
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Project with any of the above-referenced rules or any other terms or provisions
of such tenant's or occupant's lease or other contract. ▇▇▇▇▇▇▇▇ agrees to use
reasonable efforts to cause other tenants and occupants of the Building to
comply with the above-referenced rules; however, Landlord shall not be obligated
to litigate in connection therewith.
C. Compliance with Regulations. By entering the Premises, ▇▇▇▇▇▇
accepts the Premises in the condition existing as of the date of such entry,
subject to all existing or future applicable municipal, state and federal and
other governmental statutes, regulations, laws and ordinances, including zoning
ordinances and regulations governing and relating to the use, occupancy and
possession of the Premises and the use, storage, generation and disposal of
Hazardous Materials (hereinafter defined) in, on and under the Premises
(collectively "Regulations"). Except for pre-existing violations, Tenant shall,
at Tenant's sole expense, strictly comply with all Regulations now in force or
which may hereafter be in force relating to the Premises and the use of the
Premises and/or the use, storage, generation of Hazardous Materials in, on and
under the Premises. Tenant shall, at its sole cost and expense obtain any and
all licenses or permits necessary for Tenant's use of the Premises. Tenant shall
promptly comply with the requirements of any board of fire underwriters or other
similar body now or hereafter constituted. Tenant shall not do or permit
anything to be done in, on, or about the Premises or bring or keep anything
which will in any way increase the rate of any insurance upon the Premises,
Building or Project, or upon any contents therein or cause a cancellation of
said insurance or otherwise affect said insurance in any manner. Tenant shall
indemnify, defend, protect and hold Landlord harmless from and against any loss,
cost, expense, damage, attorneys' fees or liability arising out of the failure
of Tenant to comply with any applicable law or comply with the requirements as
set forth herein.
▇. ▇▇▇▇▇▇▇▇▇ Wastes. Tenant shall not cause, or allow any of Tenant's
Parties to cause, any Hazardous Materials to be used, generated, stored or
disposed of on or about the Premises, the Building or the Project, except for
those Hazardous Materials listed on Exhibit "F" attached hereto, which shall be
permitted so long as Tenant uses, stores and handles the same in compliance with
all laws. As used in this Lease, "Hazardous Materials" shall include, but not be
limited to, hazardous, toxic and radioactive materials and those substances
defined as "hazardous substances," "hazardous materials," "hazardous wastes,"
"toxic substances," or other similar designations in any federal, state, or
local law, regulation, or ordinance. Landlord shall have the right at all
reasonable times to inspect the Premises and to conduct tests and investigations
to determine whether Tenant is in compliance with the foregoing provisions, and
if same indicate Tenant has violated any laws, breached this Lease or
contaminated the Premises, Building or Project in any way, in addition to any
and all rights and remedies of Landlord, the costs of all such inspections,
tests and investigations to be borne by Tenant. Tenant shall indemnify, defend,
protect and hold Landlord harmless from and against all liabilities, losses,
costs and expenses, demands, causes of action, claims or judgments directly or
indirectly arising out of the use, generation, storage or disposal of Hazardous
Materials by Tenant or any of Tenant's Parties, which indemnity shall include,
without limitation, the cost of any required or necessary repair, cleanup or
detoxification, and the preparation of any closure or other required plans,
whether such action is required or necessary prior to or following the
termination of this Lease. Neither the written consent by ▇▇▇▇▇▇▇▇ to the use,
generation, storage or disposal of Hazardous Materials nor the strict compliance
by Tenant with all laws pertaining to Hazardous Materials shall excuse Tenant
from Tenant's obligation of indemnification pursuant to this Paragraph 4.▇.
▇▇▇▇▇▇'s obligations pursuant to the foregoing indemnity shall survive the
termination of this Lease.
5. RULES AND REGULATIONS. Tenant shall faithfully observe and comply with any
rules and regulations Landlord may from time to time prescribe in writing for
the purpose of maintaining the proper care, cleanliness, safety, traffic flow
and general order of the Premises or Project. Tenant shall cause Tenant's
Parties to comply with such rules and regulations. Landlord shall not be
responsible to Tenant for the non-compliance by any other tenant or occupant of
the Building or Project with any of the rules and regulations. ▇▇▇▇▇▇▇▇ agrees
to use reasonable efforts to cause other tenants and occupants of the Building
to comply with the above-referenced rules; however, Landlord shall not be
obligated to litigate in connection therewith.
6. RENT.
A. Base Rent. Tenant shall pay to Landlord, without demand throughout
the Term, Base Rent as specified in the Basic Lease Information, payable in
monthly installments in advance on or before the first day of each calendar
month, in lawful money of the United States, without deduction or offset
whatsoever, at the address specified in the Basic Lease Information or to such
other place as Landlord may from time to time designate in writing. If the
obligation for payment of Base Rent commences on other than the first day of a
month, then Base Rent shall be prorated and the prorated installment shall be
paid on the first day of the calendar month next succeeding the Term
Commencement Date.
B. Additional Rent. All monies other than Base Rent required to be paid
by Tenant hereunder, including, but not limited to, the interest and late charge
described in Paragraph 26.D., any monies spent by Landlord pursuant to Paragraph
30, and ▇▇▇▇▇▇'s Proportionate Share of Basic Operating Cost, as specified in
Paragraph 7 of this Lease, shall be considered additional rent ("Additional
Rent"). "Rent" shall mean Base Rent and Additional Rent.
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7. BASIC OPERATING COST.
A. Basic Operating Cost. In addition to the Base Rent required to be
paid hereunder, Tenant shall pay as Additional Rent, ▇▇▇▇▇▇'s Proportionate
Share, as defined in the Basic Lease Information, of Basic Operating Cost in the
manner set forth below. Landlord shall account for each item of Basic Operating
Cost as either a cost attributable to the Building or to the Project, as
determined by Landlord in Landlord's sole discretion, and unless provided to the
contrary in this Lease, Tenant shall pay the applicable Tenant's Proportionate
Share of each such Basic Operating Cost, as set forth in the Basic Lease
Information. Basic Operating Cost shall mean all expenses and costs of every
kind and nature which Landlord shall pay or become obligated to pay, because of
or in connection with the management, maintenance, preservation and operation of
the Project and its supporting facilities (determined in accordance with
generally accepted accounting principles, consistently applied) including but
not limited to the following:
(1) Taxes. All real property taxes, possessory interest taxes,
business or license taxes or fees, service payments in lieu of such taxes or
fees, annual or periodic license or use fees, excises, transit charges, housing
fund assessments, open space charges, assessments, levies, fees or charges,
general and special, ordinary and extraordinary, unforeseen as well as foreseen,
of any kind (including fees "in-lieu" of any such tax or assessment) which are
assessed, levied, charged, confirmed, or imposed by any public authority upon
the Project, its operations or the Rent (or any portion or component thereof)
(all of the foregoing being hereinafter collectively referred to as "real
property taxes"), or any tax imposed in substitution, partially or totally, of
any tax previously included within the definition of real property taxes, or any
additional tax the nature of which was previously included within the definition
of real property taxes, except (a) inheritance or estate taxes imposed upon or
assessed against the Project, or any part thereof or interest therein, and (b)
taxes computed upon the basis of net income of Landlord or the owner of any
interest therein, except as otherwise provided in the following sentence. Basic
Operating Cost shall also include any taxes, assessments, or any other fees
imposed by any public authority upon or measured by the monthly rental or other
charges payable hereunder, including, without limitation, any gross income tax
or excise tax levied by the local governmental authority in which the Project is
located, the federal government, or any other governmental body with respect to
receipt of such rental, or upon, with respect to or by reason of the
development, possession, leasing, operation, management, maintenance,
alteration, repair, use or occupancy by Tenant of the Premises or any portion
thereof, or upon this transaction or any document to which Tenant is a party
creating or transferring an interest or an estate in the Premises. In the event
that it shall not be lawful for Tenant to reimburse Landlord for all or any part
of such taxes, the monthly rental payable to Landlord under this Lease shall be
revised to net to Landlord the same net rental after imposition of any such
taxes by Landlord as would have been payable to Landlord prior to the payment of
any such taxes.
(2) Insurance. All insurance premiums and costs, including but
not limited to, any deductible amounts, premiums and cost of insurance incurred
by Landlord, as more fully set forth in Paragraph 8.A. herein.
(3) Repairs and Improvements. Repairs, replacements and
general maintenance for the Premises, Building and Project (except for those
repairs expressly made the financial responsibility of Landlord pursuant to the
terms of this Lease, repairs to the extent paid for by proceeds of insurance or
by Tenant or other third parties, and alterations attributable solely to tenants
of the Project other than Tenant). Such repairs, replacements, and general
maintenance shall include the cost of any capital improvements made to or
capital assets acquired for the Project, Building, or Premises after the Term
Commencement Date that reduce any other Basic Operating Cost, are reasonably
necessary for the health and safety of the occupants of the Project, or are made
to the Building by Landlord after the date of this Lease and are required under
any governmental law or regulation, such costs or allocable portions thereof to
be amortized over such reasonable period as Landlord shall determine, together
with interest on the unamortized balance at the "prime rate" charged at the time
such improvements or capital assets are constructed or acquired by ▇▇▇▇▇ Fargo
Bank, N.A. (San Francisco), plus two (2) percentage points, but in no event more
than the maximum rate permitted by law.
(4) Services. All expenses relating to maintenance, janitorial
and service agreements and services, and costs of supplies and equipment used in
maintaining the Premises, Building and Project and the equipment therein and the
adjacent sidewalks, driveways, parking and service areas, including, without
limitation, alarm service, window cleaning, elevator maintenance, Building
exterior maintenance and landscaping.
(5) Utilities. Utilities which benefit all or a portion of the
Premises, Building or Project.
(6) Management Fee. A management and accounting cost recovery
fee equal to three percent (3%) of the sum of Base Rent and Basic Operating
Cost.
(7) Legal and Accounting. Legal and accounting expenses
relating to the Project, including the cost of audits by certified public
accountants.
In the event that the Building is not fully occupied during any fiscal year of
the Term as determined by Landlord, an adjustment shall be made in computing the
Basic Operating Cost for such year so that Tenant pays Tenant's Proportionate
Share of Basic Operating Cost, with variable costs increased on an
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extrapolated basis to what they would be if the Building was fully occupied, as
reasonably determined by Landlord; provided, however, that in no event shall
Landlord be entitled to collect in excess of one hundred percent (100%) of the
total Basic Operating Cost from all of the tenants in the Building including
Tenant.
Basic Operating Cost shall not include specific costs incurred for the account
of, separately billed to and paid by specific tenants.
B. Payment of Estimated Basic Operating Cost. "Estimated Basic
Operating Cost" for any particular year shall mean Landlord's estimate of the
Basic Operating Cost for such fiscal year made prior to commencement of such
fiscal year as hereinafter provided. Landlord shall have the right from time to
time to revise its fiscal year and interim accounting periods so long as the
periods as so revised are reconciled with prior periods in accordance with
generally accepted accounting principles applied in a consistent manner. During
the last month of each fiscal year during the Term, or as soon thereafter as
practicable, Landlord shall give Tenant written notice of the Estimated Basic
Operating Cost for the ensuing fiscal year. Tenant shall pay Tenant's
Proportionate Share of the Estimated Basic Operating Cost with installments of
Base Rent for the fiscal year to which the Estimated Basic Operating Cost
applies in monthly installments on the first day of each calendar month during
such year, in advance. If at any time during the course of the fiscal year,
Landlord determines that Basic Operating Cost is projected to vary from the then
Estimated Basic Operating Cost by more than ten percent (10%), Landlord may, by
written notice to ▇▇▇▇▇▇, revise the Estimated Basic Operating Cost for the
balance of such fiscal year, and ▇▇▇▇▇▇'s monthly installments for the remainder
of such year shall be adjusted so that by the end of such fiscal year Tenant has
paid to Landlord Tenant's Proportionate Share of the revised Estimated Basic
Operating Cost for such year.
C. Computation of Basic Operating Cost Adjustment. "Basic Operating
Cost Adjustment" shall mean the difference between Estimated Basic Operating
Cost and Basic Operating Cost for any fiscal year determined as hereinafter
provided. Within one hundred twenty (120) days after the end of each fiscal
year, Landlord shall deliver to Tenant a statement of Basic Operating Cost for
the fiscal year just ended, accompanied by a computation of Basic Operating Cost
Adjustment. It such statement shows that ▇▇▇▇▇▇'s payment based upon Estimated
Basic Operating Cost is less than Tenant's Proportionate Share of Basic
Operating Cost, then Tenant shall pay to Landlord the difference within thirty
(30) days after receipt of such statement. If such statement shows that ▇▇▇▇▇▇'s
payments of Estimated Basic Operating Cost exceed ▇▇▇▇▇▇'s Proportionate Share
of Basic Operating Cost, then (provided that Tenant is not in default under this
Lease) Landlord shall pay to Tenant the difference within thirty (30) days after
delivery of such statement to Tenant. If this Lease has been terminated or the
Term hereof has expired prior to the date of such statement, then the Basic
Operating Cost Adjustment shall be paid by the appropriate party within thirty
(30) days after the date of delivery of the statement. Should this Lease
commence or terminate at any time other than the first day of the fiscal year,
▇▇▇▇▇▇'s Proportionate Share of the Basic Operating Cost adjustment shall be
prorated by reference to the exact number of calendar days during such fiscal
year that this Lease is in effect.
D. Net Lease. This shall be a net Lease and Base Rent shall be paid to
Landlord absolutely net of all costs and expenses, except as specifically
provided to the contrary in this Lease, The provisions for payment of Basic
Operating Cost and the Basic Operating Cost Adjustment are intended to pass on
to Tenant and reimburse Landlord for all costs and expenses of the nature
described in Paragraph 7.A. incurred in connection with the ownership,
maintenance and operation of the Building or Project and such additional
facilities now and in subsequent years as may be determined by Landlord to be
necessary to the Building or Project.
E. Tenant Audit. In the event that Tenant shall dispute the amount set
forth in any statement provided by Landlord under Paragraph 7.B. or 7.C. above,
Tenant shall have the right, not later than thirty (30) days following the
receipt of such statement and upon the condition that Tenant shall first deposit
with Landlord the full amount in dispute, to cause Landlord's books and records
with respect to Basic Operating Cost for such fiscal year to be audited by
certified public accountants selected by Tenant and subject to Landlord's
reasonable right of approval. The Basic Operating Cost Adjustment shall be
appropriately adjusted on the basis of such audit. If such audit discloses a
liability for a refund in excess of ten percent (10%) of Tenant's Proportionate
Share of the Basic Operating Cost Adjustment previously reported, the cost of
such audit shall be borne by Landlord; otherwise the cost of such audit shall be
paid by ▇▇▇▇▇▇. If Tenant shall not request an audit in accordance with the
provisions of this Paragraph, i.e., within thirty (30) days after receipt of
Landlord's statement provided pursuant to Paragraph 7.B. or 7.C., such statement
shall be final and binding for all purposes hereof.
8. INSURANCE AND INDEMNIFICATION.
A. Landlord's Insurance. ▇▇▇▇▇▇▇▇ agrees to maintain insurance insuring
the Building against fire, lightning, vandalism and malicious mischief
(including, if Landlord elects, "All Risk" coverage, earthquake, and/or flood
insurance), in an amount not less than eighty percent (80%) of the replacement
cost thereof, with deductibles and the form and endorsements of such coverage as
selected by Landlord. Such insurance may also include, at Landlord's option,
insurance against loss of Base Rent and Additional Rent, in an amount equal to
the amount of Base Rent and Additional Rent payable by Tenant for a period of at
least twelve (12) months commencing on the date of loss. Such insurance shall be
for the sole benefit of Landlord and under ▇▇▇▇▇▇▇▇'s sole control. Landlord
shall not be obligated to insure any furniture, equipment, machinery, goods or
supplies which Tenant may keep or maintain in the
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Premises, or any leasehold improvements, additions or alterations within the
Premises. Landlord may also carry such other insurance as Landlord may deem
prudent or advisable, including, without limitation, liability insurance in such
amounts and on such terms as Landlord shall determine.
B. Tenant's insurance.
(1) Property Insurance. Tenant shall procure at Tenant's sole
cost and expense and keep in effect from the date of this Lease and at all times
until the end of the Term, insurance on all personal property and fixtures of
Tenant and all improvements made by or for Tenant to the Premises, insuring such
property for the full replacement value of such property.
(2) Liability Insurance. Tenant shall procure at Tenant's sole
cost and expense and keep in effect from the date of this Lease and at all times
until the end of the Term either Comprehensive General Liability insurance or
Commercial General Liability insurance applying to the use and occupancy of the
Premises and the Building, and any part of either, and any areas adjacent
thereto, and the business operated by Tenant, or by any other occupant on the
Premises. Such insurance shall include Broad Form Contractual Liability
Insurance coverage insuring all of Tenant's indemnity obligations under this
Lease. Such coverage shall have a minimum combined single limit of liability of
at least Two Million Dollars ($2,000,000.00), and a general aggregate limit of
Three Million Dollars ($3,000,000.00). All such policies shall be written to
apply to all bodily injury, property damage or loss, personal injury and other
covered loss, however occasioned, occurring during the policy term, shall be
endorsed to add Landlord and any party holding an interest to which this Lease
may be subordinated as an additional insured, and shall provide that such
coverage shall be primary and that any insurance maintained by Landlord shall be
excess insurance only. Such coverage shall also contain endorsements: (i)
deleting any employee exclusion on personal injury coverage; (ii) including
employees as additional insureds; (iii) deleting any liquor liability exclusion;
and (iv) providing for coverage of employer's automobile non- ownership
liability. All such insurance shall provide for severability of interests; shall
provide that an act or omission of one of the named insureds shall not reduce or
avoid coverage to the other named insureds; and shall afford coverage for all
claims based on acts, omissions, injury and damage, which claims occurred or
arose (or the onset of which occurred or arose) in whole or in part during the
policy period. Said coverage shall be written on an "occurrence" basis, if
available. If an "occurrence" basis form is not available. Tenant must purchase
"tail" coverage for the most number of years available, and Tenant must also
purchase "tail" coverage if the retroactive date of an "occurrence" basis form
is changed so as to leave a gap in coverage for occurrences that might have
occurred in prior years. If a "claims made" policy is ever used, the policy must
be endorsed so that Landlord is given the right to purchase "tail" coverage
should Tenant for any reason not do so or if the policy is to be canceled for
nonpayment of premium.
(3) General Insurance Requirements. All coverages described in
this Paragraph 8.B. shall be endorsed to provide Landlord with thirty (30) days'
notice of cancellation or change in terms. If at any time during the Term the
amount or coverage of insurance which Tenant is required to carry under this
Paragraph 8.B. is, in Landlord's reasonable judgment, materially less than the
amount or type of insurance coverage typically carried by owners or tenants of
properties located in the general area in which the Premises are located which
are similar to and operated for similar purposes as the Premises, Landlord shall
have the right to require Tenant to increase the amount or change the types of
insurance coverage required under this Paragraph 8.B. All insurance policies
required to be carried under this Lease shall be written by companies rated A +
XII or better in "Best's Insurance Guide" and authorized to do business in
California. Any deductible amounts under any insurance policies required
hereunder shall be subject to Landlord's prior written approval. In any event
deductible amounts shall not exceed Ten Thousand Dollars ($10,000.00), provided,
however, that the original Tenant may have a deductible of up to Fifty Thousand
Dollars ($50,000.00). Tenant shall deliver to Landlord on or before the Term
Commencement Date, and thereafter at least thirty (30) days before the
expiration dates of the expiring policies, certified copies of Tenant's
insurance policies, or a certificate evidencing the same issued by the insurer
thereunder, showing that all premiums have been paid for the full policy period;
and, in the event Tenant shall fail to procure such insurance, or to deliver
such policies or certificates, Landlord may, at Landlord's option and in
addition to ▇▇▇▇▇▇▇▇'s other remedies in the event of a default by Tenant
hereunder, procure the same for the account of Tenant, and the cost thereof
shall be paid to Landlord as Additional Rent.
C. Indemnification. Landlord shall not be liable to Tenant for any loss
or damage to person or property caused by theft, fire, acts of God, acts of a
public enemy, riot, strike, insurrection, war, court order, requisition or order
of governmental body or authority or for any damage or inconvenience which may
arise through repair or alteration of any part of the Building or Project or
failure to make any such repair, except as expressly otherwise provided in
Paragraph 10. Tenant shall indemnify, defend by counsel acceptable to Landlord,
protect and hold Landlord harmless from and against any and all liabilities,
losses, costs, damages, injuries or expenses, including reasonable attorneys'
fees and court costs, arising out of or related to: (1) claims of injury to or
death of persons or damage to property occurring or resulting directly or
indirectly from the use or occupancy of the Premises, or from activities of
Tenant, Tenant's Parties or anyone in or about the Premises or Project, or from
any cause whatsoever; (2) claims for work or labor performed, or for materials
or supplies furnished to or at the request of Tenant in connection with
performance of any work done for the account of Tenant within the Premises or
Project; and (3) claims arising from any breach or default on the part of Tenant
in the performance of any covenant contained in this Lease. The foregoing
indemnity shall not be applicable to claims arising from the active negligence
or willful misconduct of Landlord. The provisions of this
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Paragraph shall survive the expiration or termination of this Lease with respect
to any claims or liability occurring prior to such expiration or termination.
9. WAIVER OF SUBROGATION. To the extent permitted by law and without
affecting the coverage provided by insurance to be maintained hereunder,
Landlord and ▇▇▇▇▇▇ each waive any right to recover against the other for: (a)
damages for injury to or death of persons; (b) damages to property; (c) damages
to the Premises or any part thereof; and (d) claims arising by reason of the
foregoing due to hazards covered by insurance to the extent of proceeds
recovered therefrom. This provision is intended to waive fully, and for the
benefit of each party, any rights and/or claims which might give rise to a right
of subrogation in favor of any insurance carrier. The coverage obtained by each
party pursuant to this Lease shall include, without limitation, a waiver of
subrogation by the carrier which conforms to the provisions of this paragraph.
10. LANDLORD'S REPAIRS AND SERVICES. Landlord shall, at ▇▇▇▇▇▇▇▇'s expense,
maintain the structural soundness of the structural beams of the roof,
foundations and exterior walls of the Building in good repair, reasonable wear
and tear excepted. The term "exterior walls" as used herein shall not include
windows, glass or plate glass, doors, special store fronts or office entries.
Landlord shall perform on behalf of Tenant and other tenants of the Project, as
an item of Basic Operating Cost, the maintenance of the Building, Project, and
public and common areas of the Project, including but not limited to the roof,
pest extermination, the landscaped areas, parking areas, driveways, the truck
staging areas, rail spur areas, fire sprinkler systems, sanitary and storm sewer
lines, utility services, electric and telephone equipment servicing the
Building(s), exterior lighting, and anything which affects the operation and
exterior appearance of the Project, which determination shall be at Landlord's
sole discretion. Except for the expenses directly involving the items
specifically described in the first sentence of this Paragraph 10, Tenant shall
reimburse Landlord for all such costs in accordance with Paragraph 7. Any damage
caused by or repairs necessitated by any act of Tenant may be repaired by
Landlord at Landlord's option and at Tenant's expense. Tenant shall immediately
give Landlord written notice of any defect or need of repairs after which
Landlord shall have a reasonable opportunity to repair same. Landlord's
liability with respect to any defects, repairs, or maintenance for which
Landlord is responsible under any of the provisions of this Lease shall be
limited to the cost of such repairs or maintenance.
11. TENANT'S REPAIRS. Tenant shall at Tenant's expense maintain all parts
of the Premises in a good, clean and secure condition and promptly make all
necessary repairs and replacements, including but not limited to all windows,
glass, doors, walls and wall finishes, floor covering, heating, ventilating and
air conditioning systems, truck doors, dock bumpers, dock plates and levelers,
plumbing work and fixtures, downspouts, electrical and lighting systems, and
fire sprinklers. Tenant shall, at ▇▇▇▇▇▇'s expense, also perform regular removal
of trash and debris. If required by the railroad company, ▇▇▇▇▇▇ agrees to sign
a joint maintenance agreement governing the use of the rail spur, if any. Tenant
shall, at ▇▇▇▇▇▇'s own expense, enter into a regularly scheduled preventive
maintenance/service contract with a maintenance contractor for servicing all hot
water, heating and air conditioning systems and equipment within or serving the
Premises. The maintenance contractor and the contract must be approved by
Landlord. The service contract must include all services suggested by the
equipment manufacturer within the operation/maintenance manual and must become
effective and a copy thereof delivered to Landlord within thirty (30) days after
the Term Commencement Date. Tenant shall not damage any demising wall or disturb
the integrity and support provided by any demising wail and shall, at its sole
expense, immediately repair any damage to any demising wall caused by Tenant or
Tenant's Parties.
12. ALTERATIONS. Tenant shall not make, or allow to be made, any
alterations or physical additions in, about or to the Premises without obtaining
the prior written consent of Landlord, which consent shall not be unreasonably
withheld with respect to proposed alterations and additions which: (a) comply
with all applicable laws, ordinances, rules and regulations; (b) are in
Landlord's opinion compatible with the Project and its mechanical, plumbing,
electrical, heating/ventilation/air conditioning systems; and (c) will not
interfere with the use and occupancy of any other portion of the Building or
Project by any other tenant or its invitees. Notwithstanding the foregoing,
Tenant shall have the right to make interior, nonstructural alterations or
additions to the Premises that do not exceed in the aggregate Ten Thousand
Dollars ($10,000.00) per occurrence without Landlord's prior written consent, so
long as same do not affect utilities, HVAC or other building systems or
equipment. Tenant shall, however, provide Landlord with advance written notice
of such interior, nonstructural alterations or additions as required in this
Lease. If ▇▇▇▇▇▇▇▇'s consent is required for any alterations or additions, then,
without limiting the generality of the foregoing, Landlord shall have the right
of written consent for all plans and specifications for the proposed alterations
or additions, construction means and methods, all appropriate permits and
licenses, any contractor or subcontractor to be employed on the work of
alteration or additions, and the time for performance of such work. Tenant shall
also supply to Landlord any documents and information reasonably requested by
Landlord in connection with ▇▇▇▇▇▇▇▇'s consideration of a request for approval
hereunder. Tenant shall reimburse Landlord for all costs which Landlord may
incur in connection with granting approval to Tenant for any such alterations
and additions, including any costs or expenses which Landlord may incur in
electing to have outside architects and engineers review said plans and
specifications. All such alterations, physical additions or improvements shall
remain the property of Tenant until termination of this Lease, at which time
they shall be and become the property of Landlord if Landlord so elects;
provided, however, that Landlord may, at Landlord's option, require that Tenant,
at Tenant's expense, remove any or all alterations, additions, improvements and
partitions made by Tenant and restore the Premises by the termination of this
Lease, whether by lapse of time, or otherwise, to their condition existing prior
to the construction of any such alterations, additions, partitions or leasehold
improvements. All such removals and restoration shall be
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accomplished in a good and workmanlike manner so as not to cause any damage to
the Premises or Project whatsoever. If Tenant fails to so remove such
alterations, additions, improvements and partitions or Tenant's fixtures or
furniture, Landlord may keep and use them or remove any of them and cause them
to be stored or sold in accordance with applicable law, at Tenant's sole
expense. In addition to and wholly apart from ▇▇▇▇▇▇'s obligation to pay
Tenant's Proportionate Share of Basic Operating Cost, Tenant shall be
responsible for and shall pay prior to delinquency any taxes or governmental
service fees, possessory interest taxes, fees or charges in lieu of any such
taxes, capital levies, or other charges imposed upon, levied with respect to or
assessed against its personal property, on the value of the alterations,
additions or improvements within the Premises, and on Tenant's interest pursuant
to this Lease. To the extent that any such taxes are not separately assessed or
billed to Tenant, Tenant shall pay the amount thereof as invoiced to Tenant by
Landlord.
13. SIGNS. All signs, notices and graphics of every kind or character,
visible in or from public view or corridors, the common areas or the exterior of
the Premises, shall be subject to Landlord's prior written approval. Tenant
shall not place or maintain any banners whatsoever or any window decor in or on
any exterior window or window fronting upon any common areas or service area or
upon any truck doors or man doors without Landlord's prior written approval. Any
installation of signs or graphics on or about the Premises and Project shall be
subject to any applicable governmental laws, ordinances, regulations and to any
other requirements imposed by Landlord. Tenant shall remove all such signs and
graphics prior to the termination of this Lease. Such installations and removals
shall be made in such manner as to avoid injury or defacement of the Premises,
Building or Project and any other improvements contained therein, and Tenant
shall repair any injury or defacement, including, without limitation,
discoloration caused by such installation or removal.
14. INSPECTION / POSTING NOTICES. After reasonable notice, except in
emergencies where no such notice shall be required, Landlord, and Landlord's
agents and representatives, shall have the right to enter the Premises to
inspect the same, to clean, to perform such work as may be permitted or required
hereunder, to make repairs or alterations to the Premises or Project or to other
tenant spaces therein, to deal with emergencies, to post such notices as may be
permitted or required by law to prevent the perfection of liens against
▇▇▇▇▇▇▇▇'s interest in the Project or to exhibit the Premises to prospective
tenants, purchasers, encumbrancers or others, or for any other purpose as
Landlord may deem necessary or desirable; provided, however, that Landlord shall
use reasonable efforts not to unreasonably interfere with ▇▇▇▇▇▇'s business
operations. Tenant shall not be entitled to any abatement of Rent by reason of
the exercise of any such right of entry. At any time within six (6) months prior
to the end of the Term, Landlord shall have the right to erect on the Premises
and/or Project a suitable sign indicating that the Premises are available for
lease. Tenant shall give written notice to Landlord at least thirty (30) days
prior to vacating the Premises and shall meet with Landlord for a joint
inspection of the Premises at the time of vacating for purposes of determining
Landlord's and ▇▇▇▇▇▇'s responsibility for repairs and restorations. Upon
completion and/or payment, as applicable, of repair and restoration items by
Tenant which are approved of by Landlord in writing, Tenant shall be relieved of
all further repair and restoration obligations, except those subsequently caused
by Tenant or Tenant's agents, employees, contractors, subtenants or assigns. In
the event of ▇▇▇▇▇▇'s failure to give such notice or participate in such joint
inspection, Landlord's inspection at or after ▇▇▇▇▇▇'s vacating the Premises
shall conclusively be deemed correct for purposes of determining Tenant's
responsibility for repairs and restoration.
15. UTILITIES. Tenant shall pay directly for all water, gas, heat, air
conditioning, light, power, telephone, sewers, sprinkler charges and other
utilities and services used on or from the Premises, together with any taxes,
penalties, surcharges or the like pertaining thereto, and maintenance charges
for utilities and shall furnish all electric light bulbs, ballasts and tubes.
Landlord shall at Landlord's sole cost and expense separately meter gas and
electricity for the Premises. If any such services are not separately metered to
Tenant, Tenant shall pay a reasonable proportion, as determined by Landlord, of
all charges jointly serving other premises. Landlord shall not be liable for any
damages directly or indirectly resulting from nor shall the Rent or any monies
owed Landlord under this Lease herein reserved be abated by reason of: (a) the
installation, use or interruption of use of any equipment used in connection
with the furnishing of any such utilities or services; (b) the failure to
furnish or delay in furnishing any such utilities or services when such failure
or delay is caused by acts of God or the elements, labor disturbances of any
character, or any other accidents or other conditions beyond the reasonable
control of Landlord; or (c) the limitation, curtailment, rationing or
restriction on use of water, electricity, gas or any other form of energy or any
other service or utility whatsoever serving the Premises or Project. Landlord
shall be entitled to cooperate voluntarily and in a reasonable manner with the
efforts of national, state or local governmental agencies or utility suppliers
in reducing energy or other resource consumption. The obligation to make
services available hereunder shall be subject to the limitations of any such
voluntary, reasonable program.
16. SUBORDINATION. Without the necessity of any additional document being
executed by Tenant for the purpose of effecting a subordination, the Lease shall
be subject and subordinate at all times to: (a) all ground leases or underlying
leases which may now exist or hereafter be executed affecting the Premises
and/or the land upon which the Premises and Project are situated, or both; and
(b) any mortgage or deed of trust which may now exist or be placed upon said
Project, land, ground leases or underlying leases, or Landlord's interest or
estate in any of said items which is specified as security. Notwithstanding the
foregoing, Landlord shall have the right to subordinate or cause to be
subordinated any such ground leases or underlying leases or any such liens to
this Lease. In the event that any ground lease or underlying lease terminates
for any reason or any mortgage or deed of trust is foreclosed or a conveyance in
lieu of foreclosure is made for any reason, Tenant shall, notwithstanding
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any subordination, attorn to and become the Tenant of the successor in interest
to Landlord at the option of such successor in interest. Within ten (10) days
after request by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ shall execute and deliver any additional
documents evidencing ▇▇▇▇▇▇'s attornment or the subordination of this Lease with
respect to any such ground leases or underlying leases or any such mortgage or
deed of trust, in the form requested by Landlord or by any ground landlord,
mortgagee, or beneficiary under a deed of trust.
17. FINANCIAL STATEMENTS. At the request of Landlord, Tenant shall provide
to Landlord Tenant's current financial statement or other information discussing
financial worth of Tenant, which Landlord shall use solely for purposes of this
Lease and in connection with the ownership, management and disposition of the
Project.
18. ESTOPPEL CERTIFICATE. ▇▇▇▇▇▇ agrees from time to time, within fifteen
(15) days after request of Landlord, to deliver to Landlord, or ▇▇▇▇▇▇▇▇'s
designee, an estoppel certificate stating that this Lease is in full force and
effect, the date to which Rent has been paid, the unexpired portion of this
Lease, and such other matters pertaining to this Lease as may be reasonably
requested by Landlord. Failure by Tenant to execute and deliver such certificate
shall constitute an acceptance of the Premises and acknowledgment by Tenant that
the statements included are true and correct without exception. Landlord and
▇▇▇▇▇▇ intend that any statement delivered pursuant to this Paragraph may be
relied upon by any mortgagee, beneficiary, purchaser or prospective purchaser of
the Project or any interest therein. The parties agree that ▇▇▇▇▇▇'s obligation
to furnish such estoppel certificates in a timely fashion is a material
inducement for Landlord's execution of the Lease, and shall be an event of
default if Tenant fails to fully comply.
19. SECURITY DEPOSIT. Intentionally Omitted.
20. TENANT'S REMEDIES. The liability of Landlord to Tenant for any default
by Landlord under the terms of this Lease are not personal obligations of the
individual or other partners, directors, officers and shareholders of Landlord,
and ▇▇▇▇▇▇ agrees to look solely to ▇▇▇▇▇▇▇▇'s interest in the Project for the
recovery of any amount from Landlord, and shall not look to other assets of
Landlord, nor seek recourse against the assets of the individual or other
partners, directors, officers and shareholders of Landlord. Any lien obtained to
enforce any such judgment and any levy of execution thereon shall be subject and
subordinate to any lien, mortgage or deed of trust on the Project.
21. ASSIGNMENT AND SUBLETTING.
A. General. Tenant shall not assign or sublet the Premises or any part
thereof without Landlord's prior written approval except as provided herein. If
Tenant desires to assign this Lease or sublet any or all of the Premises, Tenant
shall give Landlord written notice forty-five (45) days prior to the anticipated
effective date of the assignment or sublease. Landlord shall then have a period
of thirty (30) days following receipt of such notice to notify Tenant in writing
that Landlord elects either: (1) to terminate this Lease as to the space so
affected as of the date so requested by ▇▇▇▇▇▇; or (2) to permit Tenant to
assign this Lease or sublet such space, subject, however, to Landlord's prior
written approval of the proposed assignee or subtenant and of any related
documents or agreements associated with the assignment or sublease. If Landlord
should fail to notify Tenant in writing of such election within said period,
Landlord shall be deemed to have waived option (1) above, but written approval
by Landlord of the proposed assignee or subtenant shall be required. If Landlord
does not exercise the option provided in subitem (1) above, ▇▇▇▇▇▇▇▇'s consent
to a proposed assignment or sublet shall not be unreasonably withheld. Without
limiting the other instances in which it may be reasonable for Landlord to
withhold Landlord's consent to an assignment or subletting, Landlord and Tenant
acknowledge that it shall be reasonable for Landlord to withhold Landlord's
consent in the following instances: The use of the Premises by such proposed
assignee or subtenant would not be a permitted use or would increase the Parking
Density of the Project; the proposed assignee or subtenant is not of sound
financial condition; the proposed assignee or subtenant is a governmental
agency; the proposed assignee or subtenant does not have a good reputation as a
tenant of property; the proposed assignee or subtenant is a person with whom
Landlord is negotiating to lease space in the Project; the assignment or
subletting would entail any alterations which would lessen the value of the
leasehold improvements in the Premises; or if Tenant is in default of any
obligation of Tenant under this Lease, or Tenant has defaulted under this Lease
on three (3) or more occasions during any twelve (12) months preceding the date
that Tenant shall request consent. Failure by Landlord to approve a proposed
assignee or subtenant shall not cause a termination of this Lease. Upon a
termination under this Paragraph 21.A., Landlord may lease the Premises to any
party, including parties with whom ▇▇▇▇▇▇ has negotiated an assignment or
sublease, without incurring any liability to Tenant.
B. Bonus Rent. Any Rent or other consideration realized by Tenant under
any such sublease or assignment in excess of the Rent payable hereunder, after
amortization of a reasonable brokerage commission, shall be divided and paid,
fifty percent (50%) to Tenant, fifty percent (50%) to Landlord. In any
subletting or assignment undertaken by Tenant, Tenant shall diligently seek to
obtain the maximum rental amount available in the marketplace for such
subletting or assignment.
C. Corporation. If Tenant is a corporation, a transfer of corporate
shares by sale, assignment, bequest, inheritance, operation of law or other
disposition (including such a transfer to or by a receiver or trustee in federal
or state bankruptcy, insolvency or other proceedings), so as to result in a
change in the present control of such corporation or any of its parent
corporations by the person or
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persons owning a majority of said corporate shares, shall constitute an
assignment for purposes of this Lease.
D. Partnership. If Tenant is a partnership, joint venture or other
incorporated business form, a transfer of the interest of persons, firms or
entities responsible for managerial control of Tenant by sale, assignment,
bequest, inheritance, operation of law or other disposition, so as to result in
a change in the present control of said entity and/or a change in the identity
of the persons responsible for the general credit obligations of said entity,
shall constitute an assignment for all purposes of this Lease.
E. Liability. No assignment or subletting by Tenant shall relieve
Tenant of any obligation under this Lease. Any assignment or subletting which
conflicts with the provisions hereof shall be void.
22. AUTHORITY OF PARTIES. Landlord represents and warrants that it has
full right and authority to enter into this Lease and to perform all of
Landlords's obligations hereunder. Tenant represents and warrants that it has
full right and authority to enter into this Lease and to perform all of Tenant's
obligations hereunder.
23. CONDEMNATION.
A. Condemnation Resulting In Termination. If the whole or any
substantial part of the Project of which the Premises are a part should be taken
or condemned for any public use under governmental law, ordinance or regulation,
or by right of eminent domain, or by private purchase in lieu thereof, and the
taking would prevent or materially interfere with the Permitted Use of the
Premises, this Lease shall terminate and the Rent shall be abated during the
unexpired portion of this Lease, effective when the physical taking of said
Premises shall have occurred. If more than five percent (5%) of the floor area
of the Premises or thirty percent (30%) of the land area of the Project which is
not occupied by any building is taken by condemnation, Tenant may, at Tenant's
option, terminate this Lease as of the date the condemning authority takes such
possession, which option is to be exercised, if at all, by written notice
thereof to Landlord within ten (10) days after Landlord has given Tenant written
notice of such taking (or in the absence of such notice, within ten (10) days
after the condemning authority shall have taken possession).
B. Condemnation Not Resulting In Termination. If a portion of the
Project of which the Premises are a part should be taken or condemned for any
public use under any governmental law, ordinance, or regulation, or by right of
eminent domain, or by private purchase in lieu thereof, and this Lease is not
terminated as provided in Paragraph 23.A. above, this Lease shall not terminate,
but the Rent payable hereunder during the unexpired portion of the Lease shall
be reduced, beginning on the date when the physical taking shall have occurred,
to such amount as may be fair and reasonable under all of the circumstances.
C. Award. Landlord shall be entitled to any and all payment, income,
rent, award, or any interest therein whatsoever which may be paid or made in
connection with such taking or conveyance, and Tenant shall have no claim
against Landlord or otherwise for the value of any unexpired portion of this
Lease. Notwithstanding the foregoing, any compensation specifically awarded
Tenant for loss of business, ▇▇▇▇▇▇'s personal property, moving costs or loss of
goodwill shall be and remain the property of Tenant.
24. CASUALTY DAMAGE.
A. General. If the Premises or Building should be damaged or destroyed
by fire, tornado or other casualty, Tenant shall give immediate written notice
thereof to Landlord. Within thirty (30) days after ▇▇▇▇▇▇▇▇'s receipt of such
notice, Landlord shall notify Tenant whether in Landlord's opinion such repairs
can reasonably be made either: (1) within ninety (90) days; (2) in more than
ninety (90) days but in less than one hundred eighty (180) days; or (3) in more
than one hundred eighty (180) days from the date of such notice. Landlord's
determination shall be binding on Tenant.
B. Less Than 90 Days. If the Premises or Building should be damaged by
fire, tornado or other casualty, but only to such extent that rebuilding or
repairs can in Landlord's estimation be reasonably completed within ninety (90)
days after the date of such damage, this Lease shall not terminate, and provided
that insurance proceeds are available to fully repair the damage, Landlord shall
proceed to rebuild and repair the Premises in the manner determined by Landlord,
except that Landlord shall not be required to rebuild, repair or replace any
part of the partitions, fixtures, additions and other leasehold improvements
which may have been placed in, on or about the Premises. If the Premises are
untenantable in whole or in part following such damage, the Rent payable
hereunder during the period in which they are untenantable shall be abated
proportionately, to the extent the Premises are unfit for occupancy.
C. Greater Than 90 Days. If the Premises or Building should be damaged
by fire, tornado or other casualty, but only to such extent that rebuilding or
repairs can in Landlord's estimation be reasonably completed in more than ninety
(90) days but in less than one hundred eighty 180 days, then Landlord shall have
the option of either: (1) terminating the Lease effective upon the date of the
occurrence of such damage, in which event the Rent shall be abated during the
unexpired portion of the Lease; or (2) electing to rebuild or repair the
Premises to substantially the condition in which they existed
9
prior to such damage, provided that insurance proceeds are available, to fully
repair the damage, except that Landlord shall not be required to rebuild, repair
or replace any part of the partitions, fixtures, additions and other
improvements which may have been placed in, on or about the Premises. If the
Premises are untenantable in whole or in part following such damage, the Rent
payable hereunder during the period in which they are untenantable shall be
abated proportionately, to the extent the Premises are unfit for occupancy. In
the event that Landlord should fail to complete such repairs and rebuilding
within one hundred eighty days (180) days after the date upon which Landlord is
notified by Tenant of such damage, such period of time to be extended for delays
caused by the fault or neglect of Tenant or because of acts of God, acts of
public agencies, labor disputes, strikes, fires, freight embargoes, rainy or
stormy weather, inability to obtain materials, supplies or fuels, or delays of
the contractors or subcontractors or any other causes or contingencies beyond
the reasonable control of Landlord, Tenant may at Tenant's option within ten
(10) days after the expiration of such one hundred eighty (180) day period (as
such may be extended), terminate this Lease by delivering written notice of
termination to Landlord as Tenant's exclusive remedy, whereupon all rights
hereunder shall cease and terminate thirty (30) days after ▇▇▇▇▇▇▇▇'s receipt of
such termination notice.
D. Greater Than 180 Days. If the Premises or Building should be so
damaged by fire, tornado or other casualty that rebuilding or repairs cannot in
Landlord's estimation be completed within one hundred eighty (180) days after
such damage, this Lease shall terminate and the Rent shall be abated during the
unexpired portion of this Lease, effective upon the date of the occurrence of
such damage.
▇. ▇▇▇▇▇▇'s Fault. If the Premises or any other portion of the Building
are damaged by fire or other casualty resulting from the fault, negligence, or
breach of this Lease by Tenant or any of Tenant's Parties, Base Rent and
Additional Rent shall not be diminished during the repair of such damage and
Tenant shall be liable to Landlord for the cost and expense of the repair and
restoration of the Building caused thereby to the extent such cost and expense
is not covered by insurance proceeds.
F. Uninsured Casualty. Notwithstanding anything herein to the contrary,
in the event that the Premises or Building are damaged or destroyed and are not
fully covered by the insurance proceeds received by Landlord or in the event
that the holder of any indebtedness secured by a mortgage or deed of trust
covering the Premises requires that the insurance proceeds be applied to such
indebtedness, then in either case Landlord shall have the right to terminate
this Lease by delivering written notice of termination to Tenant within thirty
(30) days after the date of notice to Landlord that said damage or destruction
is not fully covered by insurance or such requirement is made by any such
holder, as the case may be, whereupon all rights and obligations hereunder shall
cease and terminate.
▇. ▇▇▇▇▇▇. Except as otherwise provided in this Paragraph 24, Tenant
hereby waives the provisions of Sections 1932(a), 1933(4), 1941 and 1942 of the
Civil Code of California.
25. HOLDING OVER. If Tenant shall retain possession of the Premises or
any portion thereof without Landlord's consent following the expiration of the
Lease or sooner termination for any reason, then Tenant shall pay to Landlord
for each day of such retention double the amount of the daily rental as of the
last month prior to the date of expiration or termination. Tenant shall also
indemnify, defend, protect and hold Landlord harmless from any loss, liability
or cost, including reasonable attorneys' fees, resulting from delay by ▇▇▇▇▇▇ in
surrendering the Premises, including, without limitation, any claims made by any
succeeding tenant founded on such delay. Acceptance of Rent by Landlord
following expiration or termination shall not constitute a renewal of this
Lease, and nothing contained in this Paragraph 25 shall waive Landlord's right
of reentry or any other right. Unless Landlord consents in writing to ▇▇▇▇▇▇'s
holding over, ▇▇▇▇▇▇ shall be only a Tenant at sufferance, whether or not
Landlord accepts any Rent from Tenant while Tenant is holding over without
▇▇▇▇▇▇▇▇'s written consent. Additionally, in the event that upon termination of
the Lease, Tenant has not fulfilled its obligation with respect to repairs and
cleanup of the Premises or any other Tenant obligations as set forth in this
Lease, then Landlord shall have the right to perform any such obligations as it
deems necessary at Tenant's sole cost and expense, and Tenant shall be liable
for all damages caused thereby, including, without limitation, liability to any
new tenant or occupant of the Premises or any part thereof and lost rent which
Landlord will suffer due to delay in making the Premises available for
alterations and/or occupancy by the next tenant or occupant.
26. DEFAULT.
A. Events of Default. The occurrence of any of the following shall
constitute an event of default on the part of Tenant:
(1) Abandonment. Abandonment of the Premises for a continuous
period in excess of five (5) days, unless Tenant is paying all Rent when due
hereunder. Tenant waives any right to notice Tenant may have under Section
1951.3 of the Civil Code of the State of California, the terms of this Paragraph
26.A. being deemed such notice to Tenant as required by said Section 1951.3
(2) Nonpayment of Rent. Failure to pay any installment of Rent
or any other amount due and payable hereunder upon the date when said payment is
due.
10
(3) Other Obligations. Failure to perform any obligation,
agreement or covenant under this Lease other than those matters specified in
subparagraphs (1) and (2) of this Paragraph 26.A., such failure continuing for
thirty (30) days after written notice of such failure.
(4) General Assignment. A general assignment by ▇▇▇▇▇▇ for the
benefit of creditors.
(5) Bankruptcy. The filing of any voluntary petition in
bankruptcy by ▇▇▇▇▇▇, or the filing of an involuntary petition by ▇▇▇▇▇▇'s
creditors, which involuntary petition remains undischarged for a period of
thirty (30) days. In the event that under applicable law the trustee in
bankruptcy or Tenant has the right to affirm this Lease and continue to perform
the obligations of Tenant hereunder, such trustee or Tenant shall, in such time
period as may be permitted by the bankruptcy court having jurisdiction, cure all
defaults of Tenant hereunder outstanding as of the date of the affirmance of
this Lease and provide to Landlord such adequate assurances as may be necessary
to ensure Landlord of the continued performance of Tenant's obligations under
this Lease.
(6) Receivership. The employment of a receiver to take
possession of substantially all of Tenant's assets or the Premises, if such
appointment remains undismissed or undischarged for a period of ten (10) days
after the order therefor.
(7) Attachment. The attachment, execution or other judicial
seizure of all or substantially all of Tenant's assets or the Premises, if such
attachment or other seizure remains undismissed or undischarged for a period of
ten (10) days after the levy thereof.
B. Remedies Upon Default.
(1) Termination. In the event of the occurrence of any event
of default, Landlord shall have the right to give a written termination notice
to Tenant, and on the date specified in such notice, ▇▇▇▇▇▇'s right to
possession shall terminate, and this Lease shall terminate unless on or before
such date all arrears of rental and all other sums payable by Tenant under this
Lease and all costs and expenses incurred by or on behalf of Landlord hereunder
shall have been paid by Tenant and all other events of default of this Lease by
Tenant at the time existing shall have been fully remedied to the satisfaction
of Landlord. At any time after such termination, Landlord may recover possession
of the Premises or any part thereof and expel and remove therefrom Tenant and
any other person occupying the same, by any lawful means, and again repossess
and enjoy the Premises without prejudice to any of the remedies that Landlord
may have under this Lease, or at law or equity by reason of Tenant's default or
of such termination.
(2) Continuation After Default. Even though an event of
default may have occurred, this Lease shall continue in effect for so long as
Landlord does not terminate Tenant's right to possession under Paragraph 26.B(1)
hereof, and Landlord may enforce all of Landlord's rights and remedies under
this Lease, including without limitation, the right to recover Rent as it
becomes due, and Landlord, without terminating this Lease, may exercise all of
the rights and remedies of a landlord under Section 1951.4 of the Civil Code of
the State of California or any successor code section. Acts of maintenance,
preservation or efforts to lease the Premises or the appointment of a receiver
upon application of Landlord to protect ▇▇▇▇▇▇▇▇'s interest under this Lease
shall not constitute an election to terminate Tenant's right to possession.
C. Damages After Default. Should Landlord terminate this Lease pursuant
to the provisions of Paragraph 26.B.(1) hereof, Landlord shall have the rights
and remedies of a Landlord provided by Section 1951.2 of the Civil Code of the
State of California, or successor code sections. Upon such termination, in
addition to any other rights and remedies to which Landlord may be entitled
under applicable law, Landlord shall be entitled to recover from Tenant: (1) the
worth at the time of award of the unpaid Rent and other amounts which had been
earned at the time of termination, (2) the worth at the time of award of the
amount by which the unpaid Rent which would have been earned after termination
until the time of award exceeds the amount of such Rent loss that Tenant proves
could have been reasonably avoided; (3) the worth at the time of award of the
amount by which the unpaid Rent for the balance of the Term after the time of
award exceeds the amount of such Rent loss that the Tenant proves could be
reasonably avoided; and (4) any other amount necessary to compensate Landlord
for all the detriment proximately caused by ▇▇▇▇▇▇'s failure to perform Tenant's
obligations under this Lease or which, in the ordinary course of things, would
be likely to result therefrom. The "worth at the time of award" of the amounts
referred to in (1) and (2) above shall be computed at the lesser of the "prime
rate," as announced from time to time by ▇▇▇▇▇ Fargo Bank, N.A. (San Francisco),
plus five (5) percentage points, or the maximum interest rate allowed by law
("Applicable Interest Rate"). The "worth at the time of award" of the amount
referred to in (3) above shall be computed by discounting such amount at the
Federal Discount Rate of the Federal Reserve Bank of San Francisco at the time
of the award. If this Lease provides for any periods during the Term during
which Tenant is not required to pay Base Rent or if Tenant otherwise receives a
Rent concession, then upon the occurrence of an event of default, Tenant shall
owe to Landlord the full amount of such Base Rent or value of such Rent
concession, plus interest at the Applicable Interest Rate, calculated from the
date that such Base Rent or Rent concession would have been payable.
D. Late Charge. If any installment of Rent is not paid within five (5)
working days after same is due, such amount shall bear interest at the
Applicable Interest Rate from the date on which said
11
payment shall be due until the date on which Landlord shall receive said
payment. In addition, Tenant shall pay Landlord a late charge equal to five
percent (5%) of the delinquency, to compensate Landlord for the loss of the use
of the amount not paid and the administrative costs caused by the delinquency,
the parties agreeing that Landlord's damage by virtue of such delinquencies
would be difficult to compute and the amount stated herein represents a
reasonable estimate thereof. This provision shall not relieve Tenant of Tenant's
obligation to pay Rent at the time and in the manner herein specified.
E. Remedies Cumulative. All rights, privileges and elections or
remedies of the parties are cumulative and not alternative, to the extent
permitted by law and except as otherwise provided herein.
27. LIENS. Tenant shall keep the Premises free from liens arising out of
or related to work performed, materials or supplies furnished or obligations
incurred by Tenant or in connection with work made, suffered or done by or on
behalf of Tenant in or on the Premises or Project. In the event that Tenant
shall not, within ten (10) days following the imposition of any such lien, cause
the same to be released of record by payment or posting of a proper bond,
Landlord shall have, in addition to all other remedies provided herein and by
law, the right, but not the obligation, to cause the same to be released by such
means as Landlord shall deem proper, including payment of the claim giving rise
to such lien. All sums paid by Landlord on behalf of Tenant and all expenses
incurred by Landlord in connection therewith shall be payable to Landlord by
Tenant on demand with interest at the Applicable Interest Rate. Landlord shall
have the right at all times to post and keep posted on the Premises any notices
permitted or required by law, or which Landlord shall deem proper, for the
protection of Landlord, the Premises, the Project and any other party having an
interest therein, from mechanics' and materialmen's liens, and Tenant shall give
Landlord not less than ten (10) business days prior written notice of the
commencement of any work in the Premises or Project which could lawfully give
rise to a claim for mechanics' or materialmen's liens.
28. SUBSTITUTION. Intentionally Omitted.
29. TRANSFERS BY LANDLORD. In the event of a sale or conveyance by Landlord
of the Building or a foreclosure by any creditor of Landlord, the same shall
operate to release Landlord from any liability upon and obligate ▇▇▇▇▇▇▇▇'s
successor-in-interest to any of the covenants or conditions, express or implied,
herein contained in favor of Tenant, to the extent required to be performed
after the passing of title to Landlord's successor-in-interest during their
respective period of ownership. In such event, ▇▇▇▇▇▇ agrees to look solely to
the responsibility of the successor-in-interest of Landlord under this Lease
with respect to the performance of the covenants and duties of "Landlord" to be
performed after the passing of title to ▇▇▇▇▇▇▇▇'s successor-in-interest. This
Lease shall not be affected by any such sale and ▇▇▇▇▇▇ agrees to attorn to the
purchaser or assignee. ▇▇▇▇▇▇▇▇'s successor(s)-in-interest shall not have
liability to Tenant with respect to the failure to perform all of the
obligations of "Landlord", to the extent required to be performed prior to the
date such successor(s)-in-interest became the owner of the Building.
30. RIGHT OF LANDLORD TO PERFORM TENANT'S COVENANTS. All covenants
and agreements to be performed by Tenant under any of the terms of this Lease
shall be performed by Tenant at Tenant's sole cost and expense and without any
abatement of Rent. If Tenant shall fail to pay any sum of money, other than Base
Rent and Basic Operating Cost, required to be paid by Tenant hereunder or shall
fail to perform any other act on Tenant's part to be performed hereunder, and
such failure shall continue for five (5) days after notice thereof by Landlord,
Landlord may, but shall not be obligated to do so, and without waiving or
releasing Tenant from any obligations of Tenant, make any such payment or
perform any such act on Tenant's part to be made or performed. All sums so paid
by Landlord and all necessary incidental costs, together with interest thereon
at the Applicable Interest Rate from the date of such payment by Landlord, shall
be payable to Landlord on demand, and Tenant covenants to pay such sums, and
Landlord shall have, in addition to any other right or remedy of Landlord, the
same rights and remedies in the event of the non-payment thereof by Tenant, as
in the case of default by Tenant in the payment of Base Rent and Basic Operating
Cost.
31. WAIVER. If either Landlord or Tenant waives the performance of any
term, covenant or condition contained in this Lease, such waiver shall not be
deemed to be a waiver of any subsequent breach of the same or any other term,
covenant or condition contained herein. The acceptance of Rent by Landlord shall
not constitute a waiver of any preceding breach by Tenant of any term, covenant
or condition of this Lease, regardless of Landlord's knowledge of such preceding
breach at the time Landlord accepted such Rent. Failure by Landlord to enforce
any of the terms, covenants or conditions of this Lease for any length of time
shall not be deemed to waive or to decrease the right of Landlord to insist
thereafter upon strict performance by ▇▇▇▇▇▇. Waiver by Landlord or Tenant of
any term, covenant or condition contained in this Lease may only be made by a
written document signed by Landlord or Tenant, respectively.
32. NOTICES. Each provision of this Lease or of any applicable governmental
laws, ordinances, regulations and other requirements with reference to sending,
mailing or delivery of any notice or the making of any payment by Landlord or
Tenant to the other shall be deemed to be complied with when and if the
following steps are taken:
A. Rent. All Rent and other payments required to be made by Tenant to
Landlord hereunder shall be payable to Landlord at the address set forth in the
Basic Lease Information, or at
12
such other address as Landlord may specify from time to time by written notice
delivered in accordance herewith. Tenant's obligation to pay Rent and any other
amounts to Landlord under the terms of this Lease shall not be deemed satisfied
until such Rent and other amounts have been actually received by Landlord.
B. Other. All notices, demands, consents and approvals which may or are
required to be given by either party to the other hereunder shall be in writing
and either personally delivered, sent by commercial overnight courier, or
mailed, certified or registered, postage prepaid, and addressed to the party to
be notified at the address for such party as specified in the Basic Lease
Information or to such other place as the party to be notified may from time to
time designate by at least fifteen (15) days notice to the notifying party.
Notices shall be deemed served upon receipt or refusal to accept delivery.
Tenant appoints as its agent to receive the service of all default notices and
notice of commencement of unlawful detainer proceedings the person in charge of
or apparently in charge of occupying the Premises at the time, and, if there is
no such person, then such service may be made by attaching the same on the main
entrance of the Premises.
33. ATTORNEYS' FEES. In the event that Landlord places the enforcement of
this Lease, or any part thereof, or the collection of any Rent due, or to become
due hereunder, or recovery of possession of the Premises in the hands of an
attorney, Tenant shall pay to Landlord, upon demand, ▇▇▇▇▇▇▇▇'s reasonable
attorneys' fees and court costs. In any action which Landlord or ▇▇▇▇▇▇ brings
to enforce its respective rights hereunder, the unsuccessful party shall pay all
costs incurred by the prevailing party, including reasonable attorneys' fees, to
be fixed by the court, and said costs and attorneys' fees shall be a part of the
judgment in said action.
34. SUCCESSORS AND ASSIGNS. This Lease shall be binding upon and inure to
the benefit of Landlord, its successors and assigns, and shall be binding upon
and inure to the benefit of Tenant, its successors, and to the extent assignment
is approved by Landlord hereunder, ▇▇▇▇▇▇'s assigns.
35. FORCE MAJEURE. Whenever a period of time is herein prescribed for
action to be taken by Landlord or Tenant, such party shall not be liable or
responsible for, and there shall be excluded from the computation for any such
period of time, any delays due to strikes, riots, acts of God, shortages of
labor or materials, war, governmental laws, regulations or restrictions or any
other causes of any kind whatsoever which are beyond the control of such party
(financial inability to perform excepted); provided, however, that nothing
contained in this Section 35 shall excuse or delay the proper and timely payment
of Rent by Tenant to Landlord.
36. BROKERAGE COMMISSION. Landlord shall pay a brokerage commission to
Broker in accordance with a separate agreement between Landlord and Broker.
Tenant warrants to Landlord that ▇▇▇▇▇▇'s sole contact with Landlord or with the
Premises in connection with this transaction has been directly with Landlord and
Broker, and that no other broker or finder can properly claim a right to a
commission or a finder's fee based upon contacts between the claimant and Tenant
with respect to Landlord or the Premises. Tenant shall indemnify, defend by
counsel acceptable to Landlord, protect and hold Landlord harmless from and
against any loss, cost or expense, including, but not limited to, attorneys'
fees and costs, resulting from any claim for a fee or commission by any broker
or finder which claims it has dealt with or has a relationship with Tenant in
connection with the Premises and this Lease other than Broker.
37. MISCELLANEOUS.
A. General. The term "Tenant" or any pronoun used in place thereof
shall indicate and include the masculine or feminine, the singular or plural
number, individuals, firms or corporations, and their respective successors,
executors, administrators and permitted assigns, according to the context
hereof.
B. Time. Time is of the essence regarding this Lease and all of its
provisions.
C. Choice of Law. This Lease shall in all respects be governed by the
laws of the State of California.
D. Entire Agreement. This Lease, together with its Exhibits, supersedes
in its entirety the Lease between Landlord and Tenant also dated December 19,
1997, containing typewritten and handwritten inserts and cross-outs. The purpose
of this Lease is to restate said Lease in its entirety, and this Lease contains
all the agreements of the parties hereto and supersedes any previous
negotiations. There have been no representations made by the Landlord or
understandings made between the parties other than those set forth in this Lease
and its Exhibits.
E. Modification. This Lease may not be modified except by a written
instrument by the parties hereto.
F. Severability. If, for any reason whatsoever, any of the provisions
hereof shall be unenforceable or ineffective, all of the other provisions shall
be and remain in full force and effect.
G. Recordation. Tenant shall not record this Lease or a short form
memorandum hereof.
13
H. Examination of Lease. Submission of this Lease to Tenant does not
constitute an option or offer to lease and this Lease is not effective otherwise
until execution and delivery by both Landlord and Tenant.
I. Accord and Satisfaction. No payment by Tenant of a lesser amount
than the Rent nor any endorsement on any check or letter accompanying any check
or payment of Rent shall be deemed an accord and satisfaction of full payment of
Rent, and Landlord may accept such payment without prejudice to Landlord's right
to recover the balance of such Rent or to pursue other remedies.
J. Easements. Landlord may grant easements on the Project and dedicate
for public use portions of the Project without Tenant's consent; provided that
no such grant or dedication shall substantially interfere with ▇▇▇▇▇▇'s use of
the Premises. Upon ▇▇▇▇▇▇▇▇'s demand, ▇▇▇▇▇▇ shall execute, acknowledge and
deliver to Landlord documents, instruments, maps and plats necessary to
effectuate Tenant's covenants hereunder.
K. Drafting and Determination Presumption. The parties acknowledge that
this Lease has been agreed to by both parties, that both Landlord and Tenant
have consulted with or had the opportunity to consult with attorneys with
respect to the terms of this Lease and that no presumption shall be created
against Landlord because Landlord drafted this Lease. Except as otherwise
specifically set forth in this Lease, with respect to any consent, determination
or estimation of Landlord required in this Lease or requested of Landlord,
▇▇▇▇▇▇▇▇'s consent, determination or estimation shall be made in Landlord's good
faith opinion, whether objectively reasonable or unreasonable.
L. Exhibits. Exhibits A, B, C, D, E and F attached hereto are hereby
incorporated herein by this reference.
M. No Light, Air or View Easement. Any diminution or shutting off of
light, air or view by any structure which may be erected on lands adjacent to or
in the vicinity of the Building shall in no way affect this Lease or impose any
liability on Landlord.
N. No Third Party Benefit. This Lease is a contract between Landlord
and ▇▇▇▇▇▇ and nothing herein is intended to create any third party benefit.
38. ADDITIONAL PROVISIONS.
First Addendum to Lease
Exhibit "A" Floor Plan
Exhibit "B" Work Letter
Exhibit "C" Standard Specifications
Exhibit "D" ▇▇▇▇▇▇▇▇ Center Sign Policy
Exhibit "E" Rules and Regulations
Exhibit "F" Hazardous Materials / Wastes
IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year
first above written.
"Landlord"
STANFORD RANCH I, LLC
By: _________________________________________________________________
Name: ________________________________________________________________
Title: _______________________________________________________________
"Tenant'
SPECTRIAN CORPORATION
By: __________________________________________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Chief Operating Officer
By: __________________________________________________________________
Name: ________________________________________________________________
Title: _______________________________________________________________
14
EXHIBIT A
FLOOR PLAN
(TO BE ATTACHED)
Page 1 of 2 Pages
EXHIBIT A
SITE PLAN
(TO BE ATTACHED)
Page 2 of 2 Pages
EXHIBIT B
WORK LETTER
This Work Letter shall set forth the terms and conditions relating to
the construction of the tenant improvements in the Premises. This Work Letter is
essentially organized chronologically and addresses the issues of the
construction of the Premises, in sequence, as such issues will arise during the
actual construction of the Premises.
SECTION 1
CONSTRUCTION DRAWINGS FOR THE PREMISES
Landlord shall cause the improvements in the Premises (the "Tenant
Improvements") to be constructed, at ▇▇▇▇▇▇▇▇'s sole cost and expense, pursuant
to the specifications outlined in the preliminary drawings as prepared by CHMD
dated November 6, 1997, as shown on Exhibit "A". Tenant shall make no changes or
modifications to the Approved Working drawings without the prior written consent
of Landlord, which consent may be withheld in Landlord's sole discretion if such
change or modification would directly or indirectly delay the Substantial
Completion, as that term is defined in Section 2.1 of this Work Letter, of the
Premises or increase the cost of designing or constructing the Tenant
Improvements. In the event Tenant makes changes to Exhibit "A" causing
allowances to exceed that in Paragraph 5 of the First Addendum Lease, such
excess shall be amortized as noted in Paragraph 5 of the First Addendum Lease
contained herein.
SECTION 2
COMPLETION OF THE TENANT IMPROVEMENTS:
COMMENCEMENT DATE
2.1 Ready for Occupancy. The Premises shall be deemed "Ready for
Occupancy" upon the Substantial Completion of the Premises. For purposes of this
Lease, "Substantial Completion" of the Premises shall occur upon the completion
of construction of the Tenant Improvements in the Premises pursuant to the
Approved Working Drawings, with the exception of any punch list items and any
tenant fixtures, work-stations, built-in furniture, or equipment to be installed
by Tenant or under the supervision of the Contractor.
2.2 Delay of the Substantial Completion of the Premises. Except as
provided in this Section 2.2, the Commencement Date shall occur by June 1, 1998.
If there shall be a delay or there are delays in the Substantial Completion of
the Premises or in the occurrence of any of the other conditions precedent to
the Commencement Date, as set forth in the Base Lease Information of the Lease,
as a direct, indirect, partial, or total result of the following (collectively,
"Tenant Delays"):
2.2.1 Tenant's failure to timely approve any matter requiring
▇▇▇▇▇▇'s approval;
2.2.2 A breach by Tenant of the terms of this Work Letter or
the Lease;
2.2.3 Tenant's request for changes in the Approved Working
Drawings;
2.2.4 Changes in any of the Approved Working Drawings because
the same do not comply with applicable laws;
2.2.5 Tenant's requirement for materials, components, finishes
or improvements which are not available in a commercially reasonable time given
the anticipated Commencement Date, as set forth in the Lease, or which are
different from, or not included in, Landlord's standard improvement package
items for the Building.
2.2.6 Changes to the base, shell and core work of the Building
required by the Approved Working Drawings or any changes thereto; or
2.2.7 Any other acts or omissions of Tenant, or its agents, or
employees;
then, notwithstanding anything to the contrary set forth in the Lease or this
Work Letter and regardless of the actual date of the Substantial Completion of
the Premises, the Commencement Date shall be deemed to be the date the
Commencement Date would have occurred if no Tenant Delay or Delays, as set forth
above, had occurred, subject to receiving a Temporary Certificate of Occupancy.
SECTION 3
MISCELLANEOUS
3.1 Tenant's Entry Into the Premises Prior to Substantial Completion.
Provided that Tenant and its agents do not interfere with Contractor's work in
the Building and the Premises, Contractor shall
Page 1 of 2 Pages
allow Tenant access to the Premises prior to the Substantial Completion of the
Premises for the purpose of Tenant installing equipment or fixtures (including
Tenant's data and telephone and other items) in the Premises. Prior to Tenant's
entry into the Premises as permitted by the terms of this Section, Tenant shall
submit a schedule to Landlord and Contractor, for their approval, which schedule
shall detail the timing and purpose of Tenant's entry. Tenant shall hold
Landlord harmless from and indemnify, protect and defend Landlord against any
loss or damage to the Building or Premises and against injury to any persons
caused by ▇▇▇▇▇▇'s actions pursuant to this Section.
3.2 Tenant's Agents. All subcontractors, laborers, materialmen, and
suppliers retained directly by Tenant shall conduct their activities in and
around the Premises, Building and Property in a harmonious relationship with all
other subcontractors, laborers, materialmen and suppliers at the Premises,
Building and Property.
3.3 Time of the Essence in This Work Letter. Unless otherwise
indicated, all references herein to a "number of days" shall mean and refer to
calendar days. In all instances where Tenant is required to approve or deliver
an item, if no written notice of approval is given or the item is not delivered
within the stated time period, at Landlord's sole option, at the end of such
period the item shall automatically be deemed approved or delivered by Tenant
and the next succeeding time period shall commence.
3.4 Tenant's Lease Default. Notwithstanding any provision to the
contrary contained in the Lease, if a Default by Tenant as described in Section
26 of this Lease, or a default by Tenant under this Work Letter, has occurred at
any time on or before the Substantial Completion of the Premises, then (i) in
addition to all other rights and remedies granted to Landlord pursuant to this
Lease, Landlord shall have the right to cause Contractor to cease the
construction of the Premises (in which case Tenant shall be responsible for any
delay in the Substantial Completion of the Premises caused by such work stoppage
as set forth in Section 5 of this Work Letter), and (ii) all other obligations
of Landlord under the terms of this Work Letter shall be forgiven until such
time as such default is cured pursuant to the terms of the Lease.
Agreed and Acknowledged:
LANDLORD: STANFORD RANCH I, LLC
BY: DATE:
--------------------------------- -------------
ITS:
---------------------------------
TENANT: SPECTRIAN INC.
BY: DATE:
--------------------------------- -------------
ITS:
---------------------------------
BY: DATE:
--------------------------------- -------------
ITS:
---------------------------------
Page 2 of 2 Pages
Exhibit C
Stanford Business Park
Standard Specifications
I. Walls
A. Demising Walls
1. Framing
a. Demising wall shall be framed from finished
floor to the underside of the roof deck. All
demising walls shall be attached at top to
the roof deck and to the floor.
b. All demising walls shall be framed with a
stud of sufficient size, gauge and at a
spacing such that diagonal bracing is not
required. Walls to a height of 16'0" shall
be framed with 3-5/8" 20 GA. metal studs at
2'-0" on center. Walls to heights from 16'0"
to 25'-4" shall be framed with 6" 18 GA.
metal studs at 16" on center. Walls above
25'-4" shall be framed with 6" 20 GA. metal
studs at 16" and/or 12" as required per the
Table For Non-bearing Screwable Steel Studs
and Joists contained in the ICBO Report
#2274.
2. Gypsum Wall Board
a. Wall shall be 5/8" Type "X" gypsum board.
Fine tape finish. U.O.N. Gypsum wall board
shall be placed on the opposite side U.O.N.
b. Insulate walls for sound absorption R-11.
B. Interior Office Walls
1. Framing
a. Interior walls shall be framed to either 6"
above the finished ceiling or to the ceiling
grid. If to the grid, all walls to receive
edging for uniformity of appearance.
b. Perimeter office walls shall be framed full
height to roof deck. Sheetrock applied both
sides to 6" above grid and to warehouse side
only balance of the frame. See Demising
Walls above for requirements.
c. Insulate walls for sound absorption R-11.
2. Gypsum Wall Board
a. Walls shall be 5/8" Type "X" gypsum board.
3. Furred Walls
a. Furred walls to be insulated with R-13.
C. Wall Finishes
1. All office walls shall be textured with a light spray
texture. Walls shall be scaled and painted with two
coats of latex flat. Paint to be ▇▇▇▇▇-▇▇▇▇▇, Product
#555. Verify color with Tenant and Owner.
2. Restroom walls shall be textured with a light spray
texture. Wainscot at 4'-0" shall be flat white
"Marlite," with brushed aluminum trim. All restroom
ceilings shall be 8' U.O.N. All restroom walls and
ceilings shall receive two coats semi-gloss enamel
finish paint with light spray texture. Verify color
with Owner. All restroom walls to be sound insulated
with R-11.
D. All door openings shall use 16-gauge king stud.
Page 1 of 6 Pages
II. CEILINGS
A. Restrooms
1. Framing shall be 4" 25 GA. metal joist at 1'-4" on
center. Maximum span 8"- 9". For spans in excess of
8"-9" refer to the tables shown on the plans.
2. Ceilings shall be covered with 5/8" type "X" gypsum
board.
3. Finish shall be light spray texture with two coats
semi-gloss latex paint.
4. Insulate wall with R-11 insulation. Insulate ceiling
with R-19 insulation.
5. Ceiling height shall be 8'-0" above finished floor.
B. Office
1. Ceilings shall be 2' x 4' T-bar white suspended
ceiling system. 10' above finished floor.
2. Ceiling tiles
a. Standard shall be Second Look II Acoustical
ceiling tile by ▇▇▇▇▇▇▇▇▇ at 9'-0" above
finished floor in office area and 10' in
tech area or at top of storefront if higher.
Provide shims, routered edges and detailing
per manufacturer's specs.
b. Alternate shall be Standard Fissured tiles
for large work areas. This tile shall be
used only when indicated on the plans.
3. Provide R-19 unfaced fiberglass insulation above all
lay-in ceilings. Cut in insulation around light
fixtures. If roof insulation is existing or specified
on the plans, consult with Lincoln Property Company
representatives to determine if lay-in ceiling
insulation above grid is required.
4. Provide Seismic Compression Posts as required by
code. All ceiling fixtures shall be supported per
U.B.C. standards.
III. FLOOR COVERINGS
A. Office
1. Carpet shall be either "Shaw" or "Designweave" 26 oz.
yarn weight textured loop or 32 oz yarn weight cut
pile in lobby area only. Verify color and choice with
Owner. All carpet shall receive 2-1/2" rubber top set
base U.O.N.
2. Sheet Vinyl shall be ▇▇▇▇▇▇▇▇▇ "Classic Corlon
Commercial Sheet Flooring" or approved equivalent
with 6" coving or approved equal. Verify color with
Owner.
3. Vinyl Composition Tile shall be ▇▇▇▇▇▇▇▇▇ "Standard
Exoclon" or approved equivalent with 2-1/2" Rubber
base or approved equal. Verify color with Owner.
B. Warehouse
1. Warehouse floors shall be sealed with a chlorinated
rubber sealer. Contractor shall verify the condition
of the existing floors prior to submitting proposals.
IV. DOORS
A. Door Frames
1. All door frames to be Timely pre-finished frames.
Finish to match storefronts unless otherwise noted.
All frames shall be provided with a one (1) hour fire
Page 2 of 6 Pages
rating. Frames shall have a standard certificate
plate indicating the one (1) hour rating.
B. Interior Doors
1. Interior doors shall be 3'-0" x 7'0". Doors shall be
paint grade plain by Cal- Wood. All doors shall be
supplied with 20-minute label.
C. Hardware
1. Latchsets (no lock) to be Schlage "▇▇▇▇▇" "A" series (626)
satin bronze finish.
2. Hinges to match hardware finish. Provide 1-1/2 pair for
each door.
3. Doors to be installed in a rated condition (1-hour
condition required by code) shall be installed with a
closer. Closer shall be ▇.▇▇#1-160#1 aluminum. finish
to match door hardware unless otherwise noted.
4. All private offices shall receive coat hook on back
of door, Ameruck BP 3460- 26.
V. RESTROOM ACCESSORIES
A. All restrooms to include the following accessories:
1. Towel Dispenser shall be surface mounted stainless
steel. Provide Bobrich #B262, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ #610 or
approved equal.
2. Seat Cover Dispenser shall be surface mounted
stainless steel. Provide Bobrich #B221, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ #610 or approved equal.
3. Toilet Paper Dispenser shall be Bobrich #B-2740 or
approved equal.
4. Mirror. Bobrich #B165 or approved equal. Size shall
be 24" x 36".
5. Grab bars. Bobrich #B6806, 36" and 42" or approved
equal.
6. Feminine Napkin Disposal shall be surface mounted
stainless steel. Provide ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ #610 or
approved equal. (Woman's restroom only.)
VI. PLUMBING
A. All water piping shall be copper U.O.N. All hot water piping
shall be insulated with Armaflex form insulation.
B. Water closets to be American Standard elongated water saver
Cadet #2108.408 and Olsonite #95 or approved equal.
C. Urinals to be American Standard - water saver Allbrook Urinal
#65-40.017 w/▇▇▇▇▇ Royal #180-15 flush valve or approved
equal.
D. Lavatories to be American Standard Lucern lavatory #0355.012
wall hung with 2103.620 faucet with 4" wrist blade handles or
approved equal.
Lavatories in counter top shall be American Standard "Horizon
Lavatory" #3301.025 with 2103.1459 faucet with 4" wrist blade
handles and pop-up drain. Verify color of counter with Owner.
E. Hospitality sink when called for shall be Elkay #1.R-1918 19"
x 18" x 7-12" D stainless steel bar sink with LK-2223 deluxe
two handle bar faucet with 9" high traditional swing spout and
LK-367 small basket strainer. Sink shall be installed in
plastic laminate counter unless otherwise noted.
F. Drinking fountain when called for shall be ▇▇▇▇ barrier free
water cooler model #11CBF7.
G. Service sink when called for shall be American Standard
"Lakewell" #7692.023 with 8769.018 rim board and 8340.242
faucet.
Page 3 of 6 Pages
H. All hot water heaters to be National Steel Construction or
approved equal.
I. Showers where called for. Handicapped, prefabricated Kimstock
Southwest, Inc. Verify model number with Owner.
J. All toilet partitions where called for shall be Sony Metal
Normandie or Knicherbocker New Yorker, baked enamel
floor-braced with coat hook and bumper. Verify color with
owner.
K. Breakroom sink to have 1/2 HP (min.) garbage disposal.
L. Water main and branch lines to have valve shutoffs.
VII. ELECTRICAL
A. Designed and installed in accordance with the California
Energy Act - title 24, 225 amp, 208 volt service typical, 42
circuit distribution panel.
B. Power distributed as required by Tenant for warehouse,
assembly and manufacturing equipment, appliance operating and
special office machinery shall be ceiling hung U.O.N.
Subpanels and transformers shall be located in the tenant
space per code.
C. Warehouse. Flush mounted ('296 strip fluorescent light
fixtures by Lithonia or) approved equal in areas with open
ceiling per Exhibit "A".
D. Ceiling mounted fixture at restroom-Lithonia ▇▇▇▇▇▇▇, #1.B240
120A.
E. Other lighting as required by Tenant or code. Same light
fixtures to be used as called out in C. above except provided
on 8' x 8' centers for shipping/receiving area will be
provided.
F. Provide ivory plates and covers for all power outlets,
switches or plates. Provide rings and pull wires at all
telephone, computer and cable (C.R.T.) outlets as indicated on
plan. All switches to be at 46" on center, all outlets to be
at 18" on center, all warehouse outlets at 26" on center.
Provide stainless steel covers in manufacturing and warehouse
areas.
G. Illuminated exit signs as required by Tenant or code.
H. Office lighting is by 2' x 4' recessed mounted fluorescent
ceiling fixtures, Lithonia 2GT340A12-277V or equal, approved
by Owner, with acrylic prism lens. Lighting to comply to T-24
Energy Standards. Pattern shall be 8' x 8'.
I. 2-4" PVC chase and pull line for telephone from T.B.B. to T.I.
space. Provide 4' x 8' x 3/4' backboard at location shown on
drawings.
J. Any switch gear used in Electric room that will impede future
T.I. additions is not permissible without prior written
permission from Landlord.
K. 1500 Amps/480 Volt/3-Phase power to be allocated to Spectrian.
Of the remaining 500 Amps/480 Volt/3-Phase power, Spectrian
shall be entitled to a pro rata share basis of this power
should Spectrian expand into the adjacent space in the future.
VIII. FINISHES/SPECIALTIES
A. Special office wall or floor finishes. See T.I. drawings for
specifications.
B. Lunch room, conference room, coffee or wet bar cabinetry and
plumbing and appliances as required by Tenant.
C. Refer to tenant improvement plans for locations and
specifications.
D. All exterior windows to receive 1" mini-blinds to be outside
mounted on the window mullion. Each mullion to receive one (1)
mini-blind from ceiling height to floor.
Verify color and brand with Owner.
IX. FIRE SPRINKLERS
Page 4 of 6 Pages
A. Designed in accordance with local codes. Sprinkler pipe drops
are extended from existing fire lines in the roof structure.
Sprinkler heads are semi-recessed chrome with chrome color to
finish. Fire hoses, extinguisher and detectors are provided as
required by code or tenant. Sprinkler heads shall be centered
in 2 x 2 section of 2 x 4 Second Look II ceiling tile.
HVAC PERFORMANCE CRITERIA
1. Load calculations for standard office space/manufacturing
space/warehouse space:
A. Use ASHRAE fundamentals summer design dry bulb
temperature at 0.5%.
B. Indoor design conditions are to be 72 degrees
Fahrenheit 50% R.H. for summer and 70 degrees
Fahrenheit for winter.
C. Lighting internal load allowance: 1.5 ▇▇▇▇▇ per
square foot.
D. Miscellaneous equipment internal load allowance: 3.0
▇▇▇▇▇ per square foot.
E. People load allowance: 120 square foot per person or
actual count, whichever is greater.
F. Minimum ventilation allowance: 20CFM per person.
2. HVAC systems shall be fully zoned for exposure, usage and
occupancy.
3. All roof mounted HVAC units to be mounted above a glue-▇▇▇
unless otherwise approved structurally designed to accommodate
load.
4. Toilet rooms to be exhausted at 12 air changes per hour,
exhausted to exterior.
5. Air conditioning equipment to be Carrier or Trane.
6. Exhaust fans to be sized properly.
7. Supply diffusers to be modular air core type; ▇▇▇▇▇, Metal-Air
or equal.
8. HVAC ductwork to be metallic.
9. Discharge and intake ductwork at air conditioning unit shall
be internally lined with 1" - 1-1/2 lb. per cubic foot vinyl
face, black matt insulation for sound attenuation (designed
for proper acoustical attenuation).
10. Wrap all unlined concealed supply and return duct with 2" 3/4
lb. per cubic foot insulation and foil vapor barrier.
11. Wire flexible duct is ONLY to be used at the supply/return
outlet (maximum length 10').
12. Rectangular elbows to be installed with directional vanes.
13. Rectangular taps to be constructed with a 45 degree upstream
side.
14. All supply branches to have a manual volume damper.
15. Support for all piping and ductwork shall be in accordance
with SMACNA "Guidelines for Seismic Restraints of Mechanical
Systems."
16. Intentionally omitted.
17. Basic HVAC control system shall be Honeywell programmable
timeclock-thermostat configuration.
18. Each thermostat is to be installed with a 3-hour by-pass timer
for overtime usage.
19. Air balance shall be done by the installing contractor and to
provide balance report to Tenant.
Page 5 of 6 Pages
20. Mechanical contractor is to comply with all ASHRAE, SMACNA,
UBC and local code requirements.
21. All material and workmanship provided by mechanical contractor
is to be warranted to be free from defects for a period of one
(1) year.
22. All gas meters to be approved by Landlord prior to selection.
23. All duct joints shall be sealed airtight.
24. Submit Title 24 plans, calls for permit.
25. Provide slot diffusers in lobby.
26. Fire/smoke dampers and detectors to be provided and installed
by mechanical contractor. To be constructed as per code.
27. Condensate drain to be approved receptacle/location.
Page 6 of 6 Pages
EXHIBIT ▇
▇▇▇▇▇▇▇▇ CENTER SIGN POLICY
Tenant Suite Identification - Window Graphics
Height: Tenant: Copy - 4".
General Placement: All copy centered onto glass area to the
left or right of entrance door, whichever
appropriate.
Copy Placement: 5'0" from floor to middle of sign. Copy
not to exceed a 3" margin on right and left sides.
Material: Vinyl
Color: Matte white
Typeface: Tenant copy - Century Bold, upper and lower case.
Copy: Signage shall be limited to the name of the tenant,
as detailed in the lease, or the publicly recorded
assumed business name of the tenant, and shall not
include a descriptive advertisement.
Responsibility: Tenant: signage shall be paid by the tenant.
EXHIBIT "E"
RULES AND REGULATIONS
1. Lessee shall not obstruct or interfere with the rights of other lessees of
the Project, or of persons having business in the Project, or in any way injure
or annoy such lessees or persons.
2. Lessee shall not commit any act or permit anything in or about the Project
which shall or might subject Lessor to any liability or responsibility for
injury to any person or property by reason of any business or operation being
carried on, in or about the Project or for any other reason.
3. Lessee shall not use the Project for lodging, sleeping, cooking, or for any
immoral or illegal purpose or for any purpose that will damage the Project, or
the reputation thereof, or for any purposes other than those specified in the
Lease.
4. Canvassing, soliciting and peddling in the Project are prohibited, and Lessee
shall cooperate to prevent such activities.
5. Lessee shall not bring or keep within the Project any animal, bicycle or
motorcycle.
6. Except as expressly provided in this Lease, Lessee shall not cook or prepare
food, or place or use any inflammable, combustible, explosive or hazardous
fluid, chemical, device, substance or material in or about the Project without
the prior written consent of Lessor. Lessee shall comply with all statutes,
ordinances, rules, orders, regulations and requirements imposed by governmental
or quasi-governmental authorities in connection with fire and panic safety and
fire prevention and shall not commit any act, or permit any object to be brought
or kept in the Project, which shall result in a change of the rating of the
Project by the Insurance Services Office or any similar person or entity. Lessee
shall not commit any act or permit any object to be brought or kept in the
Project which shall increase the rate of fire insurance on the Project or on
property located therein. Notwithstanding the foregoing, Lessee may cook with a
microwave oven for personal use of its employees.
7. Lessee shall not conduct in or about the Project any auction, public or
private, without the prior written approval of Lessor.
8. Lessee shall not install or use in the Project any air conditioning unit,
engine, boiler, generator, machinery, heating unit, stove, water cooler,
ventilator, radiator or any other similar apparatus without the express prior
written consent of Lessor, and then only as Lessor may direct.
9. All equipment and any other device of any electrical or mechanical nature
shall be placed by Lessee in the Premises in settings approved by Lessor, so as
to absorb or prevent any vibration, noise or annoyance. Lessee shall not cause
improper noises, vibrations or odors within the Project.
10. Lessee shall not move or install such objects in or about the Project in
such a fashion as to unreasonably obstruct the activities of other lessees, and
all such moving shall be at the sole expense, risk and responsibility of Lessee.
11. Lessee shall not place within the Project any safes, copying machines,
computer equipment or other objects of unusual size or weight, nor shall Lessee
place within the Project any objects which exceed the floor weight
specifications of the Project without the express prior written consent of
Lessor. The placement and positioning of all such objects within the Project
shall be prescribed by Lessor and such objects shall, in all cases, be placed
upon plates or footings of such size as shall be prescribed by Lessor.
12. Lessee shall not deposit trash, refuse, cigarettes, or other substances of
any kind within or out of the Project, except in the refuse containers provided
therefor. Lessee shall not introduce into the Project any substance which might
add an undue burden to the
Page 1 of 4 Pages
cleaning or maintenance of the Premises or the Project. Lessee shall exercise
its best efforts to keep the sidewalks, entrances, passages, courts, lobby
areas, garages or parking areas, elevators, escalators, stairways, vestibules,
public corridors and halls in and about the Project (hereinafter "Common Areas")
clean and free from rubbish.
13. Lessee shall use the Common Areas only as a means of ingress and egress, and
Lessee shall permit no loitering by any persons upon Common Areas or elsewhere
within the Project. The Common Areas and roof of the Project are not for the use
of the general public, and Lessor shall in all cases retain the right to control
or prevent access thereto by all persons whose presence, in the judgment of
Lessor, shall be prejudicial to the safety, character, reputation or interests
of the Project and its lessees. Lessee shall not enter the mechanical rooms, air
conditioning rooms, electrical closets, janitorial closets, or similar areas or
go upon the roof of the Project without the express prior written consent of
Lessor.
14. Lessor reserves the right to exclude or expel from the Project any person
who, in the opinion of ▇▇▇▇▇▇, is intoxicated or under the influence of liquor
or drugs or who shall in any manner act in violation of the rules and
regulations of the Project.
15. Lessor shall have the right to designate the area or areas, if any, in which
Lessee and ▇▇▇▇▇▇'s servants, employees, contractors, jobbers, agents,
licensees, invitees, guests and visitors may park vehicles, and Lessee and its
servants, employees, contractors, jobbers, agents, licensees, invitees, guests
and visitors and shall observe and comply with all driving and parking signs and
markers within and about the Project. All parking ramps and areas and any
pedestrian walkways, plazas or other public areas forming a part of the Project
or the land upon which the Project is situated shall be under the sole and
absolute control of Lessor who shall have the exclusive right to regulate and
control those areas.
16. Lessee shall not use the washrooms, restrooms, and plumbing fixtures of the
Project, and appurtenances thereto, for any other purpose than the purposes for
which they were constructed, and Lessee shall not waste water by interfering or
tampering with the faucets or otherwise. If Lessee or ▇▇▇▇▇▇'s servants,
employees, contractors, jobbers, agents, licensees, invitees, guests or visitors
cause any damage to such washrooms, restrooms, plumbing fixtures or
appurtenances, such damage shall be repaired at Lessee's expense, and Lessor
shall not be responsible therefor.
17. Lessee shall not mark, paint, drill into, cut, string wires within, or in
any way deface any part of the Project, without the express prior written
consent of Lessor, and as Lessor may direct. Upon removal of any wall
decorations or installations or floor coverings by Lessee, any damage to the
walls or floors shall be repaired by Lessee at Lessee's sole cost and expense.
Without limitation upon any of the provisions of the Lease, Lessee shall refer
all contractor's representatives, installation technicians, janitorial workers
and other mechanics, artisans and laborers rendering any service in connection
with the repair, maintenance or improvement of the Premises to Lessor for
Lessor's supervision, approval and control before performance of any such
service. This Paragraph 17 shall apply to all work performed in the Project,
including attachments and installations of any nature affecting floors, walls,
woodwork, trim, windows, ceilings, equipment or any other portion of the
Project. Plans and specifications for such work, prepared at ▇▇▇▇▇▇'s sole
expense shall be submitted to Lessor and shall be subject to Lessor's express
prior written approval in each instance before the commencement of work. All
installations, alterations and additions shall be constructed by ▇▇▇▇▇▇ in a
good and ▇▇▇▇▇▇▇-like manner and only good grades of material shall be used in
connection therewith. The means by which telephone, telegraph and similar wires
are to be introduced to the Premises and the location of telephones, call boxes
and other office equipment affixed to the Premises shall be subject to the
express prior written approval of Lessor. The use of cement or other similar
adhesive material is expressly prohibited.
18. No signs, awnings, showcases, advertising devices or other projections or
obstructions shall be attached to the outside walls of the Project or attached
or placed upon any Common Areas without the express prior written consent of
Lessor. No window shades, blinds, drapes or other window coverings shall be
installed in the Project without the express prior written consent of Lessor. No
sign, picture, advertisement, window display or other public display or notice
shall be inscribed, exhibited, painted or affixed by Lessee upon or within any
part of the Premises in such a fashion as to be seen from the
Page 2 of 4 Pages
outside of the Premises or the Project without the express prior written consent
of ▇▇▇▇▇▇. In the event of the violation of any of the foregoing by ▇▇▇▇▇▇,
Lessor may remove the articles constituting the violation without any liability
and ▇▇▇▇▇▇ shall reimburse Lessor for the expense incurred in such removal upon
demand as additional rent under the Lease. Interior signs on doors and upon the
Project directory shall be subject to the express prior written approval of
Lessor and shall be inscribed, painted or affixed by Lessor at the expense of
▇▇▇▇▇▇.
19. Lessee shall not use the name of the Project or of Lessor in its business
name, trademarks, signs, advertisements, descriptive material, letterhead,
insignia or any other similar item without Lessor's express prior written
consent.
20. Lessee shall be entitled to have its name entered upon the directory of the
Project. In the event that ▇▇▇▇▇▇ wishes to have additional entries made upon
the Project directory for the names of employees of ▇▇▇▇▇▇ who occupy office
space within the Premises, such entries may be allowed by Lessor in its
reasonable discretion, and Lessor may require that Lessee pay a reasonable fee
for each such additional entry. All entries upon the Project directory shall be
in uniform print of a size, style and format selected by Lessor.
21. The sashes, sash doors, skylights, windows and doors that reflect or admit
light or air into the Common Areas shall not be covered or obstructed by Lessee,
through placement of objects upon window ▇▇▇▇▇ or otherwise. Lessee shall
cooperate with Lessor in obtaining maximum effectiveness of the cooling system
of the Project by closing drapes and other window coverings when the sun's rays
fall upon windows of the Premises. Lessee shall not obstruct, alter, or in any
way impair the efficient operation of Lessor's heating, ventilating, air
conditioning, electrical, fire, safety or lighting systems, nor shall Lessee
tamper with or change the setting of any thermostat or temperature control
valves in the Project.
22. Subject to applicable fire or other safety regulations, all doors opening
onto Common Areas and all doors upon the perimeter of the Premises shall be kept
closed and, during non-business hours, locked, except when in use for ingress or
egress. If Lessee uses the Premises after regular business hours or on
non-business days, Lessee shall lock any entrance doors to the Project or to the
Premises used by Lessee immediately after using such doors.
23. Employees of Lessor shall not receive or carry messages for or to Lessee or
any other person, nor contract with nor render free or paid services to Lessee
or ▇▇▇▇▇▇'s servants, employees, contractors, jobbers, agents, invitees,
licensees, guests or visitors. In the event that any of Lessor's employees
perform any such services, such employees shall be deemed to be the agents of
Lessee regardless of whether or how payment is arranged for such services and
Lessee hereby indemnifies and holds Lessor harmless from any and all liability
in connection with any such services and any associated injury or damage to
property or injury or death to persons resulting therefrom.
24. All keys to the exterior doors of the Premises shall be obtained by Lessee
from Lessor, and Lessee shall pay to Lessor a reasonable deposit determined by
Lessor from time to time for such keys. Lessee shall not make duplicate copies
of such keys. Lessee shall not install additional locks or bolts of any kind
upon any of the doors or windows of, or within, the Project, nor shall Lessee
make any changes in existing locks or the mechanisms thereof. Lessee shall, upon
the termination of its tenancy, provide Lessor with the combinations to all
combination locks on safes, safe cabinets and vaults and deliver to Lessor all
keys to the Project, the Premises, and all interior doors, cabinets, and other
key- controlled mechanisms therein, whether or not such keys were furnished to
Lessee by Lessor. In the event of the loss of any key furnished to Lessee by
Lessor, Lessee shall pay to Lessor the cost of replacing the same or of changing
the lock or locks opened by such last key if Lessor shall deem it necessary to
make such a change.
25. Access may be had by Lessee to the Common Areas and to the Premises at any
time. At other times access to the Project may be refused unless the person
seeking admission is known to the watchman in charge, if any, and/or has a pass
or is properly identified. Lessee shall be responsible for all persons for whom
▇▇▇▇▇▇ requests passes and shall be liable to Lessor for all acts of such
persons. Lessor shall in no case be liable for damages for the admission or
exclusion of any person from the Project. In case of
Page 3 of 4 Pages
invasion, mob, riot, public excitement, or other commotion, Lessor reserves the
right to prevent access to the Project for the safety of lessees and protection
of property in the Project.
26. Lessor shall not be responsible for, and ▇▇▇▇▇▇ hereby indemnifies and holds
Lessor harmless from any liability in connection with, the loss, theft,
misappropriation or other disappearance of furniture, furnishings, fixtures,
machinery, equipment, money, jewelry or other items of personal property from
the Premises or other parts of the Project, regardless of whether the Premises
or Project are locked at the time of such loss.
27. For purposes hereof, the terms "Lessor", "Lessee", "Project" and "Premises"
are defined as those terms are defined in the Lease to which these Rules and
Regulations are attached. Wherever Lessee is obligated under these Rules and
Regulations to do or refrain from doing an act or thing, such obligation shall
include the exercise by Lessee of its best efforts to secure compliance with
such obligation by the servants, employees, contractors, jobbers, agents,
invitees, licensees, guests and visitors of Lessee. The term "Project" shall
include the Premises, and any obligations of Lessee hereunder with regard to the
Project shall apply with equal force to the Premises and to other parts of the
Project.
Page 4 of 4 Pages
EXHIBIT "F"
Storage and Use of
Permitted Hazardous Material/Wastes
Landlord will allow the use and storage of the following hazardous
materials/wastes at the Premises, so long as Tenant complies with all terms of
the Lease regarding Hazardous Materials:
Isopropyl Alcohol
Solder Flux
Wipes
Tips
Gloves
Finger Cots
and such other Hazardous Material required and used in the
production of Tenant's Products, provided their use and
disposal adheres to federal and state laws.