Exhibit 10.6
THIS LEASE, dated September 10, 1992 , between ShoreBreeze Associates ("Lessor")
and SEGA Corporation ("Lessee").
1. PREMISES: Lessor hereby leases to Lessee, and Lessee hereby leases from
Lessor, for the term and subject to the agreements, conditions and provisions
hereinafter set forth, to each and all of which Lessor and Lessee hereby
mutually agree, the following described premises (the "Premises") Suites 103
and 200 totalling 28,106 rentable square feet located feet located at
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. As used in this Lease the term
"Building" means the land and other real property described in Exhibit A
attached hereto, the building constructed or being constructed thereon, and
all other improvements on or appurtenances located thereon.
2. TERMS, COMPLETION OF IMPROVEMENTS: The term of this Lease shall commence on
December 1, 1992, and, unless sooner terminated as hereinafter provided,
shall end on March 15, 1996. If Lessor, for any reason what-soever, cannot
deliver possession of the Premises to Lessee at the commencement of said
term, in accordance with the terms hereof, this Lease shall not be void or
voidable, nor shall Lessor be liable to Lessee for any loss or damage
resulting therefrom, but in that event, rental shall be waived for the period
between the commencement for said term and the time when Lessor can deliver
possession. No delay in delivery of possession shall operate to extend the
term hereof. Prior to the commencement of the term hereof, Lessor shall
construct or install in the Premises the improvements to be constructed or
installed by Lessor pursuant to the provisions of Exhibit B. The Premises
shall be deemed completed and possession delivered when Lessor has
substantially completed these improvements subject only to the completion of
items on Lessor's architect's punch list, and Lessee shall accept the same
upon notice from Lessor that such improvements have been so completed. Lessor
shall use its best efforts to advise Lessee of the anticipated date of
completion at least thirty (30) days prior to such date, but the failure to
give such notice shall not constitute a default hereunder by Lessor.
Notwithstanding the foregoing, in the event that Lessor shall for any reason
be unable to deliver the Premises to Lessee in accordance with this paragraph
2 on or before N/A *, this Lease shall terminate without liability to
either party.
* See Addendum to Lease
3. RENTAL: (a)Lessee shall pay to Lessor throughout the term of this Lease as
rental for the Premises One Million Eight Hundred Eighty Seven Thousand Three
Hundred Ten and 00/100s Dollars ($ 1,887,310.00) (the "Base Rent")
(subject to adjustment as provided in paragraphs 3(b), 3(c) and 4 below)
which rental shall be payable monthly in installments of Forty Seven
Thousand Seven Hundred Eighty and 00/100' s Dollars ($ 47,780.00) each
on or before the first day of the first full calendar month of the term
hereof and on or before the first day of each and every successive calendar
month thereafter during the term hereof, in the event the term of this Lease
commences on a day other than the first day of a calendar month, then the
monthly rental for the first and last fractional months of the term hereof
shall be appropriately prorated. Rental shall be paid to Lessor, without
deduction or offset, in lawful money of the United States of America at ▇▇▇
▇. ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or to such other person or
at such oilier place as Lessor may from time to time designate in writing.
4. LESSEE'S SHARE OF INCREASED COSTS: (a) The rental payable during each
calendar year or part thereof during the term of this Lease subsequent to the
calendar year 1992 (the calendar year 1992 being hereinafter referred to as
the "Base Year") shall be increased by Lessee's Percentage Share of the total
dollar increase, if any, in Operating Expenses paid or incurred by Lessor in
such year over Operating Expenses paid or incurred by Lessor in the Base
Year. In no event shall the rental payable under this paragraph 4(a) be less
than the Base Rent, as the same may from time to time be adjusted, referred
to in paragraph 3 above. As used herein, "Lessee's Percentage Share" shall be
computed by dividing the number of square feet of ??? rentable in the
Premises (in Paragraph 10 by the total number of square feet of net rentable
in the Building. As used herein, "Operating Expenses" shall mean (i) all
costs of management, operation and maintenance of the Building, including,
without limitation, wages, salaries, and payroll burden of employees,
janitorial, maintenance, guard, and other services, Building office rent or
rental value, power, water, waste disposal and other utilities, materials and
supplies, maintenance and repairs, insurance, and depreciation on personal
property, and (ii) the cost or portion thereof properly allocable to the
Building (amortized over such reasonable period as Lessor shall determine
together with interest at the rate of 2% over prime per annum on the
unamortized balance) of any capital improvements made to the Building by
Lessor after the Base Year that reduce other Operating Expenses or made to
the Building by Lessor after the date of this Lease that are required under
any governmental law or regulation that was not applicable to the Building at
the time it was constructed; provided, however, that Operating Expenses shall
not include taxes covered under paragraph 4(b) below, depreciation on the
Building (other than depreciation on exterior window draperies provided by
Lessor and carpeting in public corridors and common areas), costs of tenants'
improvements, real estate brokers' commissions, interest and capital items
other than those referred to in clause (ii) above.
INITIAL ________________
RAISER PROPERTY MANAGEMENT COMPANY
OFFICE LEASE
Page 1
(b) The rental payable during each tax year (July 1 through June 30) in the
term hereof subsequent to the tax year ending June 30, 1992 or, if the
assessed valuation of the Building for such tax year does not reflect a
valuation as a substantially completed building, then subsequent to the first
tax year for which the assessed valuation of the Building reflect a valuation
as a substantially completed building (the "Base Tax Year") shall be increased
by Lessee's Percentage Share of the total dollar increase, if any, in real
property taxes and assessments (and any tax levied wholly or partly in lieu
thereof) levied against the Building for such tax year, over such taxes for
the Base Tax Year, provided that in no event shall the rental payable
hereunder be less than the Base Rent, as the same may from time to time be
adjusted, referred to in paragraph 3 above.
(c) During December of each calendar year or as soon thereafter as
practicable, Lessor shall give Lessee written notice of its estimate of
amounts payable under paragraphs 4(a) and 4(b) above for the ensuing calendar
year. On or before the first day of each month during the ensuing calendar
year, Lessee shall pay to Lessor one-twelfth (1/12) of such estimated amounts;
provided that, if such notice is not given in December, Lessee shall continue
to pay on the basis of the prior year's estimate until the month after such
notice is given. If at any time or times it appears to Lessor that the amounts
payable under either paragraph 4(a) or 4(b) above for the current calendar
year will vary from its estimate by more than 10% Lessor shall by written
notice to Lessee, revise its estimate for such year, and subsequent payments
by Lessee for such year shall be based upon such revised estimate.
(d) Within ninety (90) days after the close of each calendar year or as soon
after such 90-day period as practicable, Lessor shall deliver to Lessee a
statement of amounts payable under paragraphs 4(a) and 4(b) above for such
calendar year certified by certified accountants designated by Lessor and such
certified statement shall be conclusively binding upon Lessor and Lessee. If
such statement shows an amount owing by Lessee that is less than the estimated
payments for such calendar year previously made by Lessee, it shall be
accompanied by a refund of the excess by Lessor to Lessee. If such statement
shows an amount owing by Lessee that is more than the estimated payments for
such calendar year previously made by Lessee, Lessee shall pay the deficiency
to Lessor within thirty (30) days after delivery of the statement.
(e) If, for any reason other than the default of Lessee, this Lease shall
terminate on a day other than the last day of a calendar year, the amount of
increase (if any) in rental payable by Lessee applicable to the calendar year
in which such termination shall occur shall be prorated on the basis which the
number of days from the commencement of such calendar year to and including
such termination date bears to three hundred and sixty-five (365).
5. USE: The Premises shall be used for general office purposes and delivery and
technical work in coin operating machines. Lessee shall not do or permit to
be done in or about the machines Premises, nor bring or keep or permit to be
brought or kept therein, anything which is prohibited by or will in any way
conflict with any law, statute, ordinance or governmental rule or regulation
now in force or which may hereafter be enacted or promulgated, or which is
prohibited by the standard form of fire insurance policy, or will in any way
increase the existing rate of or affect any fire or other insurance upon the
Building or any of its contents, or cause a cancellation of any insurance
policy covering the Building or any part thereof or any of its contents.
Lessee shall not do or permit anything to be done in or about the Premises
which will in any way obstruct or interfere with the rights of other tenants
of the Building, or injure or annoy them, or use or allow the Premises to be
used for any improper, immoral, unlawful or objectionable purpose, nor shall
Lessee cause, maintain or permit any nuisance in, on or about the Premises or
commit or suffer to be committed any waste in, on or about the Premises.
6. SERVICES: (a) Lessor shall maintain the public and common areas of the
Building, including lobbies, stairs, elevators, corridors and restrooms, the
windows in the Building, the mechanical, plumbing and electrical equipment
serving the Building, and the structure itself in reasonably good order and
condition except for damage occasioned by the act of Lessee, which damage
shall be repaired by Lessor at Lessee's expense.
(b) Lessor shall furnish the Premises with (i) electricity (or lighting and
the operation of office machines, (ii) heat and air conditioning from 8:00
a.m. to 6:00 p.m. Monday through Friday, excluding holidays, reasonably
required for the comfortable occupation of the Premises, (iii) elevator
service, (iv) lighting replacement (for building standard lights,) (v)
restroom supplies, and (vi) window washing with reasonable frequency, all
during the times and in the manner that such services are customarily
furnished in comparable office buildings in the area. Lessor shall be
responsible for furnishing daily janitorial service on the Premises. Lessor
shall not be in default hereunder or be liable for any damages directly or
indirectly resulting from, nor shall the rental herein reserved be abated by
reason of (x) the installation, use or interruption of use of any equipment
in connection with the furnishing of any of the foregoing services, (y)
failure to furnish or delay in furnishing any such services when such failure
or delay is caused by accident or any condition beyond the reasonable control
of Lessor or by the making of necessary repairs or improvements to the
Premises or to the Building, or (z) the limitation, curtailment, rationing or
restriction on use of water or electricity, gas or any other form of energy
serving the Premises or the Building. Lessor shall use reasonable efforts
diligently to remedy any interruption in the furnishing of such services.
(c) Whenever heat generating machines or equipment or lighting other than
building standard lights are used on the Premises by Lessee which affect the
temperature otherwise maintained by the air conditioning system, Lessor shall
have the right to install supplementary air conditioning units in the
Premises, and the costs thereof, including the cost of installation and the
cost of operation and maintenance thereof, shall be paid by Lessee to Lessor
upon billing by Lessor. If Lessee installs lighting requiring power in excess
of that required for normal desk-top office equipment or normal copying
equipment, Lessee shall pay Lessor upon billing for the cost of such excess
power as additional rent, together with the cost of installing any additional
risers or other facilities that may be necessary to furnish such excess power
to the Premises.
(d) Notwithstanding any other provision hereof, in the event that any law,
ordinance or other governmental regulation now or hereafter in effect shall
impose a limit on the allocation to the Building of any utility or other
service, whether or not the same is to be supplied to the Premises by
landlord under this paragraph 7, then Lessee shall not use or cause to be
consumed on the Premises, nor shall Lessor be required to provide to provide
to the Premises hereunder, such utility or other service in an amount or in a
manner which would result in the violation by Lessor or Lessee of such law,
ordinance or regulation.
7. TAXES PAYABLE BY LESSEE: In addition to the monthly rental and other charges
to be paid by Lessee hereunder, Lessee shall reimburse Lessor upon demand for
any and all taxes payable by Lessor (other than net income taxes) whether or
not now customary (or within the contemplation of the parties hereto: (a)
upon, measured by or reasonably attributable to the cost or value of Lessee's
equipment, furniture, fixtures and other personal property located in the
Premises or by the cost or value of any leasehold improvements made in or to
the Premises by or for Lessee, other than building standard tenant
improvements made by Lessor, regardless of whether title to such improvements
shall be in Lessee or Lessor; (b) upon or measured by the monthly rental
payable hereunder, including without limitation, any gross income tax or
excise tax levied by the City of Redwood City , the County of San Mateo, the
State of California, the Federal Government or any other governmental body
with respect to the receipt of such rental (c) upon or with respect to the
possession, leasing, operation, management, maintenance, alteration, repair,
use or occupancy by Lessee of the Premises or any portion thereof; (d) upon
this transaction or any document to which Lessee is a party creating or
transferring an interest or an estate in the Premises. In the event that it
shall not be lawful for Lessee so to reimburse Lessor the monthly rental
payable to Lessor under this Lease shall be revised to net Lessor the same
net rental after imposition of any such tax upon Lessor as would have been
payable to Lessor prior to the imposition of any such tax.
8. ALTERATIONS: Lessee will not make or suffer to be made any alterations,
additions or improvements to or of the Premises or any part thereof, or
attach any fixtures or equipment thereto, without first obtaining Lessor's
written consent, which consent shall not be unreasonably withheld. Any
alterations, additions or improvements to the Premises consented to by Lessor
shall be made by Lessor for Lessee's account, and Lessee shall reimburse
Lessor for the cost thereof (including a reasonable charge for Lessor's
overhead) within ten (10) days after receipt of a statement. All alterations,
additions, fixtures and improvements, whether temporary or permanent in
character, made in or upon the Premises either by Lessee or Lessor, shall
immediately become Lessor's property and, at the end of the term hereof,
shall remain on the Premises without compensation to Lessee.
9. LIENS: Lessee shall keep the Premises and the Building free from any liens
arising out of any work performed, materials furnished or obligations
incurred by Lessee. Lessor shall have the right to post and keep posted on
the Premises any notices that may be provided by law or which Lessor may deem
to be proper for the protection of Lessor, the Premises and the Building from
such liens.
INITIAL _________________
RAISER PROPERTY MANAGEMENT COMPANY
OFFICE LEASE
Page 2
10. REPAIRS: By entry hereunder Lessee accepts the Premises as being in the
condition in which Lessor is xxx to deliver the Premises. Lessee shall, at
all times during the term hereof and at Lessee's sole cost and expense, keep
the Premises and every part thereof in good condition and repair, ordinary
wear and tear, damage thereto by fire, earthquake, act of God or the
elements excepted, Lessee hereby waiving all rights to make repairs at the
expense of Lessor or in lieu thereof to vacate the Premises as provided by
California Civil Code Section 1942 or any other law, statue or ordinance now
or hereafter in effect. Lessee shall at the end of the term hereof surrender
to Lessor the Premises and all alterations, additions and improvements
thereto in the same condition as when received, ordinary wear and tear and
damage by fire, earthquake, act of God or elements excepted. Lessor has no
obligation and has made no promise to alter, remodel, improve, repair,
decorate or paint the Premises or any part thereof, except as specifically
herein set forth. No representations respecting the condition of the
Premises or the Building have been made by Lessor to Lessee, except as
specifically herein set forth.
11. DESTRUCTION OR DAMAGE: If the Premises or the Building are damaged by fire,
earthquake, act of God or the elements, Lessor shall forthwith repair the
same, subject to the provisions of this section hereinafter set forth, and
provided such repairs can, in Lessor's opinion, be made within sixty (60)
days, and this Lease shall remain in full force and effect except that, if
there shall be damage to the Premises and such damage is not the result of
the negligence of willful misconduct of Lessee or Lessee's employees or
invitees, an abatement of rental shall be allowed Lessee for such part of
the Premises as shall be rendered unusable by Lessee in the conduct of its
business during the time such part is so unusable. If such repairs cannot,
in Lessor's opinion, be made within sixty (60) days, Lessor may, at its
option, upon written notice to Lessee within thirty (30) days after the date
of such fire or other casualty, repair or restore such damage, this Lease
continuing in full force and effect, but the rent to be partially abated as
hereinabove provided. If Lessor does not so elect to make such repairs which
cannot be made within sixty (60) days, then Lessor may and (provided the
damage affects the Premises or common areas necessary to Lessee's occupancy)
Lessee may, by written notice to the other given not less than thirty-one
(31) nor more than sixty (60) days after the date of such fire or other
casualty, terminate this Lease as of the date of such fire or other
casualty. Lessor shall not be required to repair any injury or damage by
fire, earthquake, act of God or the elements, or to make any repairs or
replacements, of any improvements installed in the Premises by or for
Lessee, other than building standard tenant improvements made by Lessor, and
Lessee shall, at Lessee's sole cost and expenses, repair and restore its
portion of such improvements. A total destruction of the Building shall
automatically terminate this Lease. Lessee waives California Civil Code
Sections 1932(2) and 1933(4) providing for termination of hiring upon
destruction of the thing hired.
12. INSURANCE AND WAIVER OF SUBROGATION: Lessee shall obtain and, at all times
during the term hereof, keep in force, at its own cost, fire and casualty
insurance in the amount of One Hundred 100) percent of the actual
replacement cost of improvements to the Premises constructed by or for
Lessee and general liability insurance with limits of not less than
One Million Dollars Dollars ($1,000,000.00 ) for injury or death of any
number of persons in one occurrence, and not less than Five Hundred
Thousand Dollars ($ 500,000.00) for damage to property. The insurance
prescribed by this paragraph shall be issued by companies rated at least AAA
by Best's Insurance Reports (Properly Liability) or otherwise acceptable to
Lessor, shall name Lessor as a co-insured, and shall provide that such
policies cannot be cancelled without thirty (30) days prior notice In
Lessor. Lessor and Lessee shall each obtain from their respective insurers
under all policies of fire, theft, public liability, workmen's compensation
and other insurance maintained by either of them at any time during the term
hereof insuring or covering the Building or any portion thereof or
operations therein, and such policies shall contain, a waiver of all rights
of subrogation which the insurer of one party might have against the other
party, and Lessor and Lessee shall each indemnify the other against any loss
or expense, including reasonable attorney's fees, resulting from the failure
to obtain such waiver.
13. INSURANCE AND INDEMNIFICATION: Lessee hereby waives all claims against
Lessor for damage to any property or injury to or death of any person in,
upon or about the Premises of the Building arising at any time and from any
cause other than solely by reason of the gross negligence or willful act of
Lessor, its employees or contractors, and Lessee shall hold Lessor harmless
from any damage to any properly or injury to or death of any person arising
from the use of the Premises or the Building by Lessee, except such as is
caused solely by gross negligence or willful act of Lessor, its contractors
or employees. The foregoing indemnity obligation of Lessee shall include
reasonable attorneys' fees, investigation costs and all other reasonable
costs and expenses incurred by Lessor from the first notice that any claim
or demand is to be made or may be made. The provisions of this paragraph 14
shall survive the termination of this Lease with respect to any damage,
injury or death occurring prior to such termination.
14. COMPLIANCE WITH LEGAL REQUIREMENTS: Lessee shall at its sole cost and
expense promptly comply with all laws, statutes, ordinances and governmental
rules, regulations or requirements of any board of fire underwriters or
other similar body now or hereafter constituted, with any direction or
occupancy certificate issued pursuant to any law by any public officer or
officers, as well as the provisions of all recorded documents affecting the
Premises, insofar as any thereof relate to or affect the condition, use or
occupancy of the Premises, excluding requirements of structural changes not
related to or affected by improvements made by or for Lessee or Lessee's
acts.
15. ASSIGNMENT AND SUBLETTING; EARLY TERMINATION: In the event Lessee should
desire to assign this Lease or sublet the Leased Premises or any part
thereof, Lessee shall give Lessor written notice of such desire at least
ninety (90) days in advance of the date on which Lessee desires to make such
assignment or sublease. Lessor shall then have a period of thirty (30) days
following receipt of such notice within which to notify Lessee in writing
that Lessor elects either (i) to terminate this Lease as to the space so
affected as of the date so specified by Lessee in which event Lessee will be
relieved of all further obligations hereunder as to such space, or (ii) to
permit Lessee to assign or sublet such space, subject, however, in prior
written approval of the proposed assignee or sublessee by Lessor, such
consent not to be unreasonably withheld. If Lessor should fail to notify
Lessee in writing of such election within said 30-day period, Lessor shall
be deemed to have elected option (ii) above, but written approval by Lessor
of the proposed assignee or sublessee shall be required. Any rent or other
consideration realized by Lessee under any such sublease and assignment in
excess of the rental payable hereunder, after amortization of the reasonable
cost of work in excess of Building Standard for which Tenant has paid and
reasonable subletting and assignment costs, shall be paid in its entirety to
Lessor. Lessee's obligation to pay over Lessor's portion of the
consideration shall constitute an obligation for rental hereunder. No
assignment or subletting by Lessee shall relieve Lessee of any obligation
under this Lease. Any assignment or subletting which conflicts with the
provisions hereof shall be void.
16. RULES: Lessee shall faithfully observe and comply with the rules and
regulations as follows and, after notice thereof, all reasonable
modifications thereof and additions thereto from time to time promulgated in
writing by Lessor. Lessor shall not be responsible to Lessee for the
nonperformance by any other tenant or occupant of the Building of any off
said rules and regulations.
17. ENTRY BY LESSOR: Lessor may enter the Premises with 24 hr. prior notice at
reasonable hours to (a) inspect the same, (b) exhibit the same to
prospective purchaser, lenders or tenants, (c) determine whether Lessee is
complying with all its obligations hereunder, (d) supply janitor service and
any other service to be provided by Lessor to Lessee hereunder, (e) post
notices of nonresponsibility, and (f) make repairs required of Lessor under
the terms hereof or repairs to any adjoining space or utility services or
make repairs, alterations or improvements to any other portion of the
Building; provided, however, that all such work shall be done as promptly as
reasonably possible. Lessee hereby waives any claim for damages for any
injury or inconvenience to or interference with Lessee's business, any loss
of occupancy or quiet enjoyment of the Premises or any other loss occasioned
by such entry. Lessor shall at all times have and retain a key with which to
unlock all of the doors in, on or about the Premises (excluding Lessee's
vaults, safes and similar areas designated in writing by Lessee and Lessor
in advance); and Lessor shall have the right to use any and all means which
Lessor may deem proper to open said doors in an emergency in order to obtain
entry to the Premises, and any entry to the Premises obtained by Lessor by
any of said means, or otherwise, shall not under any circumstances be
constructed or deemed to be a forcible or unlawful entry into or a detainer
of the Premises or an eviction, actual or constructive, of Lessee from the
Premises, or any portion thereof.
18. EVENTS OF DEFAULT: The occurrence of any one or more of the following events
("Events of Default") shall constitute a breach of this Lease by Lessee: (a)
if Lessee shall fail to pay any rental when and as the same becomes due and
payable; or (b) if Lessee shall fail to pay any other sum when and as the
same becomes due and payable and such failure shall continue for more than
ten (10) days; or (c) if Lessee shall fail to perform or observe any other
term hereof or the rules and regulations described in paragraph 17 to be
performed or observed by Lessee, such failure shall continue for more than
thirty (30) days after notice thereof from Lessor, and Lessee shall not
within such period commence with due diligence and dispatch the curing of
such default, or, having so commenced, shall thereafter fail or neglect to
prosecute or complete with due diligence and dispatch the curing of such
default; or (d) if Lessee shall make a general assignment for the benefit of
creditors, or shall admit in writing its inability to pay its debts as they
become due or shall file a petition in bankruptcy, or shall be adjudicated
as bankrupt or insolvent, or shall file a petition in any proceeding seeking
any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under
INITIAL _________________
RAISER PROPERTY MANAGEMENT COMPANY
OFFICE LEASE
Page 3
any present or future statute, law or regulation, or shall file an answer
admitting or fail timely to contest the material allegations of a petition
filed against it in any such proceeding, or shall seek or consent to or
acquiesce in the appointment of any trustee, receiver or liquidator of
Lessee or any material part of its properties; or (e) if within ninety (90)
days after the commencement of any proceeding against Lessee seeking any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any present or future statute, law or
regulation, such proceeding shall not have been dismissed, or if. within
ninety (90) days after the appointment without the consent or acquiescence
of Lessee, of any trustee, receiver or liquidator of Lessee or of any
material part of its properties, such appointment shall not have been
vacated; or (f) if this Lease or any estate of Lessee hereunder shall be
levied upon under any attachment or execution and such attachment or
execution is not vacated within ten (10) days.
19. TERMINATION UPON DEFAULT: If an Event of Default shall occur, Lessor at any
time thereafter may give a written termination notice to Lessee, and on the
date specified in such notice (which shall be not less than three days after
the giving of such notice) Lessee's right to possession shall terminate and
this Lease shall terminate, unless on or before such date all arrears or
rental and all other sums payable by Lessee under this Lease (together with
the late charges and interest provided for in paragraph 33 hereof) and all
costs and expenses incurred by or on behalf of Lessor hereunder shall have
been paid by Lessee and all other breaches of this Lease by Lessee at the
time existing shall have been fully remedied to the satisfaction of Lessor.
Upon such termination, Lessor may recover from Lessee: (a) the worth at the
time of award of the unpaid rental which has been earned as of the time of
termination; (b) the worth at the time of award of the amount by which the
unpaid rental which would have been earned after termination until the time
of award exceeds the amount of such rental loss that Lessee proves could
have been reasonably avoided; (c) the worth at the time of award of the
amount by which the unpaid rental for the balance of the term of this Lease
after the time of award exceeds the amount of such rental loss that Lessee
proves could be reasonably avoided; and (d) any other amount necessary to
compensate Lessor for all the detriment proximately caused by Lessee's
failure to perform its obligations under this Lease or which in the ordinary
course of events would be likely to result therefrom. The "worth at the time
of award" of the amounts referred to in clauses (a) and (b) above shall be
computed by allowing interest at the rate of ten percent (10%) per annum.
The worth at the time of award of the amount referred to in clause (c) above
shall be computed by discounting such amount at the discount rate of the
Federal Reserve Bank of San Francisco at the time of award plus one percent
(1%). For the purpose of determining unpaid rental under clauses (a), (b)
and (c) above, the monthly real reserved in this Lease shall be deemed to be
the sum of the rental due under paragraph 3 above the amounts last payable
by Lessee pursuant to paragraph 4 above and any other monetary obligations
of Lessee hereunder.
20. CONTINUATION AFTER DEFAULT: Even though Lessee has breached this Lease and
abandoned the Premises, this Lease shall continue in effect for so long as
Lessor does not terminate Lessee's right to possession, and Lessor may
enforce all its rights and remedies under this Lease, including the right to
recover the rental as it becomes due under this Lease. Acts of maintenance
or preservation of efforts to relet the Premises or the appointment of a
receiver upon the initiative of Lessor to protect Lessor interest under this
Lease shall not constitute a termination of Lessee's right to possession.
21. OTHER RELIEF: The remedies provided for in this Lease are in addition to any
other remedies available to Lessor at law or in equity by statute or
otherwise.
22. LESSOR'S RIGHT TO CURE DEFAULTS: All agreements and provisions to be
performed by Lessee under any of the terms of this Lease shall be at its
sole cost and expense and without any abatement of rental except as
expressly provided herein. If Lessee shall fail to pay any sum of money,
other than rental, required to be paid by it hereunder or shall fail to
perform any other act on its part to be performed hereunder and such failure
shall continue for ten (10) days, with regard to any monetary default, and
for thirty (30) days, with respect to any other default hereunder, after
notice thereof by Lessor, Lessor may, but shall not be obligated so to do,
and without waiving or releasing Lessee from any obligations of Lessee, make
any such payment or perform any such other act on Lessee's part to be made
or performed as in this Lease provided. All sums so paid by Lessor and all
necessary incidental costs shall be deemed additional rent hereunder and
shall be payable to Lessor on demand, and Lessor shall have (in addition to
any other right or remedy of Lessor) the same rights and remedies in event
of the nonpayment thereof by Lessee as in the case of default by Lessee in
the payment of rental.
23. ATTORNEYS' FEES: In the event of any action or proceeding brought by either
party against the other under this Lease, the prevailing party shall be
entitled to recover for the fees of its attorneys in such action or
proceeding such amount as the court may adjudge reasonable.
24. EMINENT DOMAIN: If all or any part of the Premises shall be taken as a
result of the exercise of the power of eminent domain, this Lease shall
terminate as to the part so taken as of the date of taking, and, in the case
of a partial taking, either Lessor or Lessee shall have the right to
terminate this Lease as to the balance of the Premises by written notice to
the other within thirty (30) days after such date; provided, however, that a
condition to the exercise by Lessee of such right to terminate shall be that
the portion of the Premises taken shall be of such extent and nature as
substantially to handicap, impede or impair Lessee's use of the balance of
the Premises. In the event of any taking, Lessor shall be entitled to any
and all compensation, damages, income, rent, awards, or any interest therein
whatsoever which may be paid or made in connection therewith, and Lessee
shall have no claim against Lessor for the value of any unexpired term of
this Lease otherwise. In the event of a partial taking of the Premises which
does not result in a termination of this Lease, the monthly rental
thereafter to be paid shall be equitably reduced.
25. SUBORDINATION: This Lease shall be subject and subordinated at all times to
(a) all ground or underlying leases which may hereafter be executed
affecting the Building, and (b) the lien of all mortgages and deeds of trust
in any amount or amounts whatsoever now or hereafter placed on or against
the Building or on or against Lessor's interest or estate therein or on or
against all such ground or underlying leases, all at the option of the
holder(s) thereof and without the necessity of having future instruments
executed on the part of Lessee to effectuate such subordination.
Notwithstanding the foregoing, (x) in the event of termination for any
reason whatsoever of any such ground or underlying lease, this Lease shall
not be barred, terminated, cut off or foreclosed nor shall the rights and
possession of Lessee hereunder be disturbed if Lessee shall not then be in
default in the payment of rental or other sums or be otherwise in default
under the terms of this Lease, and Lessee shall attorn to the Lessor of any
such ground or underlying lease, or, if requested, enter into a new lease
for the balance of the original or extended term hereof then remaining upon
the same terms and provisions as are in this Lease contained; (y) in the
event of a foreclosure of any such mortgage or deed of trust or of any other
action or proceeding for the enforcement thereof, or of any sale thereunder,
this Lease will not be barred, terminated, cut off or foreclosed nor will
the rights and possession of Lessee thereunder be disturbed if Lessee shall
not then be in default in the payment of rental or other sums or be
otherwise in default under the terms of this Lease, and Lessee shall attorn
to the purchaser at such foreclosure, sale or other action or proceeding;
and (z) Lessee agrees to execute and deliver upon demand such further
instruments evidencing such subordination of this Lease to such ground or
underlying leases, and to the lien of any such mortgages or deeds of trust
as may reasonably be required by Lessor.
26. NO MERGER: The voluntary or other surrender of this Lease by Lessee, or a
mutual cancellation thereof, shall not work a merger, and shall, at the
option of Lessor terminate all or any existing subleases or subtenancies, or
may, at the option of Lessor, operate as an assignment to it of any or all
such subleases or subtenancies
27. SALE: In the event the original Lessor hereunder, or any successor owner of
the Building, shall sell or convey the Building, all liabilities and
obligations on the part of the original Lessor, or such successor owner,
under this Lease accruing, thereafter shall terminate, and thereupon all
such liabilities and obligations accruing after the ▇▇▇▇ of sale or
conveyance shall be binding upon the new owner. Lessee agrees to attorn to
such new owner.
28. ESTOPPEL CERTIFICATE: At any time and from time to time but on not less than
ten (10) days prior written request by Lessor, Lessee shall execute,
acknowledge and deliver to Lessor, promptly upon request, an estoppel
certificate in the form of Exhibit C hereto. Any such certificate may be
relied upon by any prospective purchaser, mortgagee or beneficiary under any
deed of trust of the Building or any part thereof.
29. 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 the
Building shall in no way affect this Lease or impose any liability on
Lessor.
30. HOLDING OVER: If, without objection by Lessor, Lessee holds possession of
the Premises after expiration of the term of this Lease, Lessee shall become
a tenant from month to month upon the terms herein specified but at a
monthly rental equivalent to the then prevailing monthly rental paid by
Lessee at the expiration of the term of this Lease pursuant to all the
provisions of paragraphs 3 and 4 above payable in advance on or before the
first day of each month. Each party shall give the other written notice at
least one month prior to the ▇▇▇▇ of termination of such monthly tenancy of
its intention to terminate such tenancy. Notwithstanding the foregoing, if
Lessee holds possession of the Premises after expiration or sooner
termination of the term of this Lease notwithstanding Lessor's objection,
Lessee shall pay monthly rental at twice the amounts otherwise then payable
under the terms hereof.
INITIAL _________________
RAISER PROPERTY MANAGEMENT COMPANY
OFFICE LEASE
Page 4
32. SECURITY DEPOSIT: Lessee has deposited with Lessor the sum of Forty Seven
Thousand Seven Hundred Eighty Dollars ($47,780.00)(the "Deposit"). The
Deposit shall be held by Lessor as security for the faithful performance by
Lessee of all of the provisions of this Lease to be performed or observed by
Lessee. In the event Lessee fails to perform or observe any of the
provisions of this Lease to be performed or observed by it, then, at the
option of Lessor, Lessor may (but shall not be obligated to) apply the
Deposit or so much thereof as may be necessary to remedy any default in the
payment of rent or to repair damages to the Premises caused by Lessee, and
Lessee shall forthwith upon demand restore the Deposit to the sum so
specified. Any remaining portion of the Deposit shall be returned to Lessee
upon expiration of this lease.
33. LATE CHARGE AND INTEREST: (a) Lessee hereby acknowledges that late payment
by Lessee to Lessor of rent and other sums due hereunder will cause Lessor
to incur costs not contemplated by this Lease, the exact amount of which
will be extremely difficult to ascertain. Such costs include, but are not
limited to, processing and accounting charges, and late charges which may be
imposed on Lessor by the terms of any mortgage or trust deed covering the
Building. Accordingly, if any installment of rent or any other sum due from
Lessee shall not be received by Lessor when due, Lessee shall pay to Lessor
a late charge lump sum equal to 8% of such overdue amount. The parties
hereby agree that such late charge represents a fair and reasonable estimate
of the costs Lessor will incur by reason of late payment by Lessee.
Acceptance of such late charge by Lessor shall in no event constitute a
waiver of Lessee's default with respect to such overdue amount, nor prevent
Lessor from exercising-any of the other rights and remedies granted
hereunder.
(b) Any amount due to Lessor, if not paid when due, shall bear interest from
the date due until paid at the rate of 10% per annum or, if a higher rate is
legally permissible, at the highest rate legally permitted, provided that
interest shall not be payable on late charges incurred by Lessee nor on any
amounts upon which late charges are paid by Lessee to the extent such
interest would cause the total interest to be in excess of that legally
permitted. Payment of interest shall not excuse or cure any default
hereunder by Lessee.
34. WAIVER: The waiver by Lessor of any agreement, condition or provision herein
contained shall not be deemed to be a waiver of any subsequent breach of the
same or any other agreement, condition or provisions herein contained, nor
shall any custom or practice which may evolve between the parties in the
administration of the terms hereof be construed to waive or to lessen the
right of Lessor to insist upon the performance by Lessee in strict
accordance with said terms. The subsequent acceptance of rental hereunder by
Lessor shall not be deemed to be a waiver of any preceding breach by Lessee
of any agreement, condition or provision of this Lease, other than the
failure of Lessee to pay the particular rental so accepted, regardless of
Lessor's knowledge of such preceding breach at the time of acceptance of
such rental.
35. NOTICES: All notices and demands which may or are required to be given by
either party to the other hereunder shall be in writing and shall be deemed
to have been fully given when deposited in the United States mail, certified
or registered, postage prepaid, and addressed as follows: to Lessee at ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ or to such other place as Lessee may from
time to time designate in a notice to Lessor; to Lessor at ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or to such other place as Lessor may
from time to time designate in a notice to Lessee; or, in the case of
Lessee, delivered to Lessee at the Premises. Lessee hereby appoints as its
agent to receive the service of all dispossessory or distraint proceedings
and notices thereunder the person in charge of or occupying the Premises at
the time, and, if no person shall be in charge of or occupying the same,
then such service may be made by attaching the same on the main entrance of
the Premises.
36. BROKERAGE COMMISSION: Lessor and Lessee warrant that they have no contract
or dealings regarding this Lease through any licensed real estate broker
other than Cornish & ▇▇▇▇▇ and Blickman Turkus/▇▇▇▇▇▇▇ + ▇▇▇▇▇▇▇▇▇ co-
brokers procuring side whose commission shall be paid by Lessor, or any
other person who can claim a right to commission or finder's fee as a
procuring cause of this Lease. In the event that any other broker or finder
perfects a claim for commission or finder's fee in connection with this
Lease, the party through whom the broker or finder makes its claim shall
indemnify, hold harmless and defend the other party from said claim and all
costs and expenses, including reasonable attorneys' fees, incurred by the
other party in defending against the same.
37. COMPLETE AGREEMENT: There are no oral agreements between Lessor and Lessee
affecting this Lease, and this Lease supercedes and cancels any and all
previous negotiations, arrangements, brochures, agreements and
understandings, if any, between Lessor and Lessee or displayed by Lessor to
Lessee with respect to the subject matter of this Lease or the Building.
There are no representations between Lessor and Lessee other than those
contained in this Lease.
38. CORPORATE AUTHORITY: If Lessee signs as a corporation, each of the persons
executing this Lease on behalf of Lessee does hereby covenant and warrant
that Lessee is a duly authorized and existing corporation, that Lessee has
and is qualified to do business in California, that the corporation has full
right and authority to enter into this Lease, and that each of the persons
signing on behalf of the corporation were authorized to do so.
39. MISCELLANEOUS: The words "Lessor" and "Lessee" as used herein shall include
the plural as well as the singular. If there be more than one Lessee, the
obligations hereunder imposed upon Lessee shall be joint and several. Time
is of the essence of this Lease and each and all of its provisions.
Submission of this instrument for examination or signature by Lessee does
not constitute a reservation of or option for lease, and it is not effective
as a lease or otherwise until execution and delivery by both Lessor and
Lessee. The exhibit(s) and addendum, if any, attached to this Lease are by
this reference made a part hereof. The agreements, conditions and provisions
herein contained shall, subject to the provisions as to assignment, apply to
and bind the heirs, executors, administrators, successors and assigns of the
parties hereto. If any provisions of this Lease shall be determined to be
illegal or unenforceable, such determination shall not affect any other
provision of this Lease and all such other provisions shall remain in full
force and effect. This Lease shall be governed by and construed pursuant to
the laws of the State of California.
40. LESSEE SIGNS: Lessee shall erect no signs on the exterior of the Building or
in any of the common areas without the prior written consent of Lessor.
41. EXHIBITS:
Exhibit Schedule - Addendum to Lease
Exhibit B - Initial Improvement of Premises (Work Letter)
Exhibit C - Form of Estoppel Certificate
Exhibit D - Spaceplan dated 8/18/92
42. OTHER PROVISIONS:
43. RULES AND REGULATIONS: 1. The sidewalks, halls, passages, exits, entrances,
elevators, escalators, if any, and stairways of the Building shall not be
obstructed by any of the Lessees or used by them for any purpose other than
for ingress to and egress from their respective premises. The halls,
passages, exits, entrances, elevators, escalators and stairways are not for
the general public, and Lessor shall in all cases retain the right to
control and prevent access thereto of all persons whose presence in the
judgment of Lessor would be prejudicial to the safety, character, reputation
and interests of the Building and its Lessees, provided that nothing
herein contained shall be construed to prevent such access to persons with
whom any Lessee normally deals in the ordinary course of its business,
unless such persons are engaged in illegal activities. No Lessee and no
employee or invitee of any Lessee shall go upon the roof of the building.
2. Except as authorized by a Lease, no sign, placard, picture, name,
advertisement of notice visible from the exterior of any Lessee's premises
shall be inscribed, painted, affixed or otherwise displayed by any Lessee on
any part of the Building without the prior written consent of Lessor.
Lessor will adopt and make available to Lessee general guidelines relating
to signs inside the Building on the office floors. Lessee agrees to conform
to such guidelines, but may request approval of Lessor for modifications,
which approval will not be unreasonably withheld. All approved signs or
lettering on doors shall be printed, painted, affixed or inscribed at the
expense of the Lessee by a person approved by Lessor, which approval will
not be unreasonably withheld. Material visible from outside the Building
will not be permitted.
INITIAL _________________
RAISER PROPERTY MANAGEMENT COMPANY
OFFICE LEASE
Page 5
3. The premises shall not be used for the storage of merchandise held for sale
to the general public or for lodging. No smoking shall be done or permitted by
any Lessee on the premises, except that use by the Lessee of Underwriter's
Laboratory approved equipment for brewing coffee, tea, hot chocolate and
similar beverages shall be permitted, provided that such use is in accordance
with all applicable federal, state and city laws, code, ordinances, rules and
regulations. Lessor shall allow Lessee's use of a microwave and vending
machines.
4. No Lessee shall employ any person or persons other than the janitor of
Lessor for the purpose of cleaning the premises, unless otherwise agreed to by
Lessor in writing. Except with the written consent of Lessor, no person or
persons other than those approved by Lessor shall be permitted to enter the
Building for the purpose of cleaning the same. No Lessee shall cause any
unnecessary labor by reason of such Lessee's carelessness or indifference in
the preservation of good order and cleanliness. Janitor service will not be
furnished on nights when rooms are occupied after 9:00 P.M. unless, by
agreement in writing, service is extended to a later hour for specifically
designated rooms.
5. Lessor will furnish each Lessee free of charge with two keys to each door
lock in the premises. Lessor shall require payment of a $10 ($5.00 of which is
refundable upon return of keys) deposit for each additional key provided to
Lessee. No Lessee shall have any keys made. No Lessee shall alter and lock or
install a new or additional lock or any bolt on any door of its premises
without the prior written consent of Lessor. Lessee shall in each case furnish
Lessor with a key for any such lock. Each Lessee, upon the termination of its
tenancy, shall deliver to Lessor all keys to doors in the Building which shall
have been furnished to Lessee.
* Lessee's initial key order shall be at no charge up to a maximum of 100
keys.
6. Heavy objects shall, if considered necessary by Lessor, stand on wood
strips of such thickness as is necessary to properly distribute the weight.
Lessor will not be responsible for loss of or damage to any such properly from
any cause, and all damage done to the Building by moving or maintaining such
property shall be repaired at the expense of Lessee. The persons employed to
move such property in or out of the Building must be acceptable to Lessor
7. No Lessee shall use or keep in the premises or the Building any kerosene,
gasoline or inflammable or combustible fluid or material other than limited
quantities thereof reasonably necessary for the operation or maintenance of
office equipment, or without Lessor's prior written approval, use any method
of healing or air conditioning other than that supplied by Lessor. No Lessee
shall use or keep or permit to be used or kept any foul or noxious gas or
substance in the premises, or permit or suffer the premises to be occupied or
used in a manner offensive or objectionable to Lessor or other occupants of
the Building by reason of noise, odors or vibrations; or interfere in any way
with other Lessees or those having business therein.
8. The directory of the Building will be provided for the display of the name
and location of Lessees and a reasonable number of the principal officers and
employees of Lessees, and Lessor reserves the right to exclude any other names
therefrom. Any additional name which Lessee shall desire to place upon said
bulletin board must first be approved by Lessor, and, if so approved, charge
will be made therefor.
9. No curtains, draperies, blinds, shutters, shades, screens or other
coverings, hangings or decorations shall be attached to, hung or placed in, or
used in connection with any window of the Building without the prior written
consent of Lessor. In any event, with the prior written consent of Lessor,
such items shall be installed on the office side of Lessor's standard window
covering and shall in no way be visible from the exterior of the Building.
10. No Lessee shall obtain for use in the premises, ice, drinking water, food,
beverage, towel or other similar services, except at such reasonable hours and
under such reasonable regulations as may be fixed by Lessor. Lessor shall
allow Lessee's use of a microwave and vending machines.
11. Each Lessee shall see that the doors of its premises are closed and locked
and that all water faucets, water apparatus and utilities are shut off before
Lessee or Lessee's employees leave the premises, so as to prevent waste or
damage, and for any default or carelessness in this regard Lessee shall make
good all injuries sustained by other tenants or occupants of the Building or
Lessor. On multiple-tenance floors, all Lessees shall keep the doors to the
Building corridors closed at all times except for ingress and egress.
12. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall
not be used for any purpose other than that for which they were constructed,
no foreign substance of any kind whatsoever shall be thrown therein and the
expense of any breakage, stoppage or damage resulting from the violation of
this rule shall be borne by the Lessee who, or whose employees or invitees,
shall have caused it.
13. Except with the prior written consent of Lessor, no Lessee shall sell, or
permit the sale at retail, of newspapers, magazines, periodicals, theatre
tickets or any other goods or merchandise to the general public in or on the
premises, nor shall any Lessee carry on, or permit or allow any employee or
other person to carry on, the business of stenography, typewriting or any
similar business in or from the premises for the service or accommodation of
occupants of any other portion of the Building, nor shall the premises of any
Lessee be used for manufacturing of any kind, or any business or activity
other than that specifically provided for in such Lessee's lease.
14. No Lessee shall install any radio or television antenna, loudspeaker, or
other device on the roof or exterior walls of the Building.
15. There shall not be used in any space, or in the public halls of the
Building, either by any Lessee or others, any hand trucks except those
equipped with rubber tires and side guards or such other material handling
equipment as Lessor may approve. No other vehicles of any kind shall be
brought by any Lessee into the Building or kept in or about its premises.
16. Each Lessee shall store all its trash and garbage within its premises. No
material shall be placed in the trash boxes or receptacles if such material is
of such nature that it may not be disposed of in the ordinary and customary
manner of removing and disposing of trash and garbage in the City of Redwood
City without being in violation of any law or ordinance governing such
disposal. All garbage and refuse disposal shall be made only through entryways
and elevators provided for such purpose and at such times as Lessor shall
designate.
17. Canvassing, peddling, soliciting, and distribution of handbills or any
other written materials in the Building are prohibited, and each Lessee shall
cooperate to prevent the same.
18 The requirements of the Lessees will be attended to only upon application
by telephone or in person at the office of the Building. Employees of Lessor
shall not perform any work or do anything outside of their regular duties
unless under special instructions from Lessor.
19. Lessor may waive any one or more of these Rules and Regulations for the
benefit of any particular Lessee or Lessees, but no such waiver by Lessor
shall be construed as a waiver of such Rules and Regulations in favor of any
other Lessee or Lessees, nor prevent Lessor from thereafter enforcing any such
Rules and Regulations against any or all of the Lessees of the Building.
20. These Rules and Regulations are in addition to, and shall not be construed
to in any way modify or amend, in whole or in part, the terms, covenants,
agreements and conditions of any lease of premises in the Building.
21. Lessor reserves the right to make such other and reasonable rules and
regulations as in its judgment may from time to time be needed for the safely,
care and cleanliness of the Building and for the preservation of good order
therein.
22. Proper protection of carpeting is required such as plastic carpet
protectors under wheeled chairs.
IN WITNESS WHEREOF, the parties have executed this Lease dated the day and year
first above written.
LESSEE: SEGA CORPORATION LESSOR: SHOREBREEZE ASSOCIATES
By /s/ [ILLEGIBLE]^^ By /s/ [ILLEGIBLE]^^
--------------------- -------------------------
[ILLEGIBLE]^^ General Partner^^
--------------------- -------------------------
INITIAL _________________
RAISER PROPERTY MANAGEMENT COMPANY
OFFICE LEASE
Page 6
SHOREBREEZE II
--------------
WORK LETTER
INITIAL IMPROVEMENT OF PREMISES
"EXHIBIT ▇"
▇. THE IMPROVEMENTS
----------------
Lessor, through its General Contractor, shall furnish and install within the
Premises those items of general construction (the "improvements") shown on those
plans attached hereto as Exhibit "D" to the Lease. As its contribution to the
Improvements referred to above, Lessor shall bear the cost of the following
Tenant Improvement items pursuant to Exhibit "D".
A. PARTITIONS
----------
Standard partition will be ceiling height with five-eights inch gypsum
board an each side of two-and-one-half-inch metal stud. All appropriate
gypsum board surfaces to be finished with building standard eggshell
latex paint.
B. DOORS, FRAMES AND HARDWARE
--------------------------
Entry Door will be solid core stone washed white oak, double set in a
hollow metal frame. Hardware will be heavy-duty lever-action latchset
with a polished chrome finish. Interior doors will be paint grade solid
core full height.
C. FLOOR COVERINGS
---------------
Carpet in all tenant office areas, selected from the building standard
finish selections. Building standard rubber base on perimeter of all
wall surfaces.
D. CEILINGS
--------
Ceiling will be a suspended 2'x2' acoustical ceiling with fissured
mineral fiber panels throughout the tenant office area. Reception area
and main conference room will be coffered sheetrock with recessed
lighting.
-1-
E. LIGHT FIXTURES
--------------
2'x4' recessed, parabolume "SP 35" fluorescent light fixtures.
F. SWITCHES
--------
Switches, electrical outlets and telephone outlets, fire sprinkler heads
and exit signs provided as required.
G. HEATING, VENTILATION AND AIR CONDITIONING
-----------------------------------------
HVAC system will be a variable air-volume system with multiple
thermostatically-controlled zones to meet requirements.
H. SIGNAGE
-------
Landlord will provide a suite number with the firm name, using the
building standard character and sign plate.
I. WINDOW COVERINGS
----------------
Levelor blinds on all exterior windows. Color to be selected be selected
by landlord.
J. GLAZING
-------
1/4" plate extending from floor to ceiling. Frame painted to match wall
color.
Tenant shall provide, install and pay for telephone and computer cable and
all furniture and fixtures.
-2-
EXHIBIT C
Tenant Estoppel
---------------
To:
Re: Lease dated:_______________________ Amended:________________________
Landlord:__________________________ Tenant:_________________________
Premises:_________ square feet of net rentable area in the building
located at___________________________, Suite________, City of_________,
State of____________________.
As the lessee or tenant under the Lease defined below, the undersigned hereby
certifies to
, which has made or is about to make a loan to the above-defined
Landlord secured in part by a mortgage or deed of trust covering the above-
defined Premises and an assignment of the Landlord's interest in the Lease, the
truth and accuracy of the following statements pertaining to the Lease:
1. A true, correct and complete copy of the lease described above and all
amendments, guaranties, security agreements, subleases, assignments and
other related documents are attached as Exhibit "A" (together referred to
-----------
as the "Lease"). The Lease as defined herein is in full force and effect
and there are no other agreements or understandings between Landlord and
Tenant and/or guarantor which relate to the Premises.
2. The Lease is for an original term of ___ years which commenced on _______
and will expire/has expired on ____________. The undersigned Tenant has
no rights to renew or extend the term of the Lease or any expansion rights
under the Lease, except those (if any) set forth in the Lease. The
undersigned Tenant has exercised its option to extend the original term
through ___________________.
3. The undersigned Tenant entered into occupancy of the Premises on
_____________, 19__, is presently in possession of and occupies the
Premises for purposes permitted under the Lease, and has been paying rent
since ___________. The Premises consist of__________square feet of net
rentable area.
4. Landlord has satisfactorily complied with all of the requirements and
conditions precedent to the commencement of the term of the lease as
specified in the Lease. The undersigned represents that the improvements
and space required to be furnished according to the Lease have been duly
completed and accepted by the undersigned and that the Premises are in good
condition, satisfactory to the undersigned and not in need of repair as of
the date of this Certificate.
5. The fixed annual rent under the Lease is $_______and no moneys have been
paid in advance of the due date set forth in the Lease described above,
------------
except___________________________. The undersigned has on deposit with
Landlord the sum of____________________Dollars ($________) [in cash,] as
security deposit or for other purposes stated in this Lease.
6. All monthly rental and other rentals under the Lease including the payment
of any taxes, utilities, common area maintenance payments or other charges
that are currently due have been paid, except_____________________; all
such rentals are being paid on a current basis without any claims for
offsets or deductions.
7. No monetary or other concessions or considerations (including, but not
limited to, rental concessions, by the Landlord, tenant improvements in
excess of building standard, or Landlord's assumption of prior lease
obligations of the Current Tenant) have been granted to Tenant except:
_____________________________.
8. There are ??? uncured defaults by Landlord under this Lease, and the
undersigned ??? of no events or conditions which if uncured shall with the
passage of time or notice or both, constitute a default by Landlord under
the Lease. There are no existing defenses or offsets which the undersigned
has against the enforcement of the Lease by Landlord.
9. The undersigned has no option or preferential right to purchase the
Premises or the building of which the Premises are a part, nor any right,
title or interest with respect to the Premises other than as tenant under
the Lease.
10. The undersigned acknowledges, in the event acquires the Premises
through foreclosure or thorough a transfer of title in lieu of foreclosure,
that: (i) assumes no liability for any of the undersigned's security
deposits or sums escrowed with Landlord for taxes unless or until
actually receives such security deposits or sums; (ii) shall not be
liable for any act or omission of any prior landlord (including Landlord),
nor shall be obligated to cure any defaults of any prior landlord
(including Landlord) under the Lease which occurred prior to the time that
succeeded to the interest of Landlord; (iii) shall not be subject to
any offsets or defenses which the undersigned may be entitled to assert
against any prior landlord (including Landlord); (iv) shall not be bound
by any payment of rent or additional rent by the undersigned to any prior
landlord (including Landlord) for more than two (2) months in advance; (v)
shall not be bound by any amendment or modification of the Lease made
without the prior written consent of ; (vi) the undersigned shall be
subject to any rights of with respect to insurance and condemnation
proceeds; and, (vii) the undersigned shall attorn to as its lessor
under the Lease immediately and automatically upon acquisition of the
Premises.
11. The undersigned acknowledges: (a) that there have been no modifications or
amendments to the Lease other than herein specifically stated;
(b) that it has not notice of a prior assignment, hypothecation or
pledge of rents or of Landlord's interest in the Lease; (c) that no
prepayment or reduction of rent and no modification, termination or
acceptance of surrender of the Lease will be valid as to without the
prior written consent of ; and, (d) that notice of the proposed
assignment of Landlord's interest in the Lease may be given to the
undersigned by Certified or Registered Mail, Return Receipt Requested, at
the Premises, or a otherwise directed below.
12. The undersigned is not the subject of any bankruptcy, insolvency, debtor's
relief, reorganization, receivership, or similar proceedings.
13. Under the Lease, the undersigned is entitled to the use of_____________
parking spaces; such spaces are (check one) assigned [ ] or unassigned
[x].
14. The undersigned has not dumped, spilled, stored, released or in any other
manner deposited any oil, fuels, gases, pesticides, DOT, lead, paints or
solvents, cyanide, acids, ammonium compounds or other chemicals, trash,
garbage or other solid wastes or hazardous substances on or about the
Premises. The undersigned has received no notice of and has no knowledge of
any violation or claimed violation of any law, rule or regulation relating
to such materials or wastes.
Dated:____________________, 19____
TENANT:___________________________
By:________________________
Title:_____________________
Address to which notices are to be sent to Tenant if other than to the Premises.
_______________________________________
_______________________________________
_______________________________________
_______________________________________
Addendum to Lease
-----------------
Sega Corporation
----------------
1. Occupancy Date/Schedule:
-----------------------
It is agreed that the final floorplan must be approved by lessor and Lessee
no later than September 21, 1992 in order to complete the improvements and
provide occupancy by December 1,1992.
Any delay in completion that is caused by either Lessee's inability to
provide approved floorplans by such date, or changes to the plan after
final approval, shall not delay the commencement of the Lease and rental
obligations.
2. Tenant Improvements:
-------------------
Lessor shall build out the premises, at their cost, according to a mutually
agreed upon floorplan using building standard materials and finishes. Any
changes made to the floorplan after final spaceplan has been agreed upon
shall be at Lessor's expense as long as any such changes do not increase
the total cost of the improvements beyond $651,553.00. Any changes that
result in total costs exceeding this amount shall be paid by Lessee.
3. Moving Allowance:
----------------
Upon Lessee's occupancy of the premises, Lessor shall provide an allowance
of $1.00 per rentable square feet, totalling $28,106.00, to cover moving
costs.
5. Communication Conduit:
---------------------
Lessor, at Lessor's sole cost and expense, shall provide and maintain
conduit, as is needed by Lessee, between the separate buildings and
different floors within the same building. Such conduit shall accommodate
the telephone, computer and other communication cabling. Lessor's
responsibility for such conduit shall include all space occupied by Lessee
whether it be direct or sublease space.
6. Parking:
-------
Lessee shall be provided with 93 non-assigned parking spaces at no charge.
7. After Hours Usage:
-----------------
The HVAC building hours are 8.00 A. M. to 6:00 P.M. Monday through Friday.
Additional hours are accessed through a telephone voice system and billed
on a monthly basis at $20.00 per hour.
8. Option:
------
Lessor grants Lessee an option to renew for three (3) years at "Market
Rate". This option must be exercised in writing to Lessor no later than one
hundred eighty (180) days prior to the expiration of the Lease. "Market
Rate" which shall be, on any Adjustment date, the effective rental rate,
determined on a full service basis per rentable square foot, at which
comparable space in the Redwood Shores area is being leased, at the time of
the Adjustment Date, to comparable tenants renting for a Comparable Term
(as hereinafter defined) the approximate amount of rentable square feet
then occupied by Tenant. If Landlord and Tenant are unable to agree upon
Market Rate on or before a date which is ninety (90) days prior to the
Adjustment Date, the Market Rate shall be determined by arbitration. If it
is submitted to arbitration, each of the parties shall select one
arbitrator, and the two so selected shall select a third. Each party shall
bear the entire cost of the arbitrator selected by such party and one-half
(1/2) the cost of the third arbitrator. A majority of the arbitrators shall
determine the Market Rate and that decision shall be conclusive and binding
upon the parties. Each arbitrator shall be an active professional real
estate appraiser and preferably a member of the American Institute of Real
Estate Appraisers. If either party fails to select an arbitrator within
fourteen (14) days after notice in writing to the other appointment of an
arbitrator, the single arbitrator selected shall be the sole arbitrator and
his decision shall be conclusive and binding on Landlord and Tenant.
9. Quiet Enjoyment:
---------------
A satisfactory letter agreement to be provided by Lessor regarding quiet
enjoyment of Lessee's sublease space and a first right of refusal.
[FLOOR PLAN APPEARS HERE]
SHOREBREEZE II
--------------
SEGA EXPANSION SP;
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ Feet
EXHIBIT A
---------
Amendment No. One to Lease
--------------------------
This Amendment, dated March 3, 1993, is by and between ShoreBreeze Associates
("Lessor") and Sega Corporation ("Lessee"). Lessor and Lessee entered into a
lease agreement dated September 10, 1992 (the "Lease") for the premises known as
Suites 103 and 200 at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ and wish to
amend such Lease as follows:
Premises: Effective March 1, 1993, the premises shall be increased by
--------
3,170 square feet, commonly known as Suite 510 (Exhibit A"
attached), for a new total of 31,276 square feet.
Base Rent: Effective April 1, 1993, the base rent shall increase by
----------
$5,706.00 per month for a new total of $53,486.00 per month.
Lessee's Name: Lessee's name shall hereby be changed to Sega of America,
--------------
Inc.
All other terms and conditions of the Lease shall remain unchanged.
Agreed & Accepted:
------------------
Lessor Lessee
------ ------
ShoreBreeze Associates Sega of America, Inc.
/s/ [ILLEGIBLE]^^ /s/ [ILLEGIBLE]^^
--------------------------- ------------------------
By: By:
3.10.93 3/4/93
--------------- ----------------
Date Date
Amendment No. Two to Lease
--------------------------
Sega of America, Inc.
---------------------
This Amendment, dated September 7, 1995, is by and between ShoreBreeze
Associates ("Lessor") and Sega of America, Inc. ("Lessee"). Lessor and Lessee
entered into a lease agreement dated September 10,1992 (the "Lease") for the
premises known as Suites 103 and 200 at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ City,
-----------------------------------------
California. Such Lease was amended per the terms of Amendment No. One to Lease
dated March 3,1993 which added Suite 510. Lessor and Lessee agree to further
amend the Lease as follows:
Premises: Effective March 16, 1996, the Premises shall consist of:
---------
Suite 100 - 4,556 Square Feet
Suite 200 - 21,029 Square Feet
------------------
Total: 25,585 Square Feet
----- ------------------
Termination Date: March 31, 2001
----------------
Base Rent: March 16, 1996 - March 31, 1999 .... $58,078.00 per month
---------
April 1, 1999 - March 31, 2001 .... $59,358.00 per month
Free Rent: Lessee shall pay no rent on the above premises only during
---------
the period December 1, 1995 through March 31, 1996.
Option to Extend: Lessee shall have a one-time option to extend the terms of
----------------
this Lease for an additional five (5) years at Fair Market
Value. Fair Market Value shall be, on the adjustment date,
the effective rental rate, determined on a full service basis
per rentable square foot, at which comparable space in the
Redwood Shores area is being leased to comparable tenants
renting for a Comparable Term. This option applies only to
the entire premises leased. Lessee must give Lessor at least
twelve (12) months prior written notice of their intention to
exercise such option. At the time such option is exercised,
the Lease shall be in full force and effect and no default on
the part of Lessee shall have occurred and be continuing.
Amendment No. Two to Lease
--------------------------
Page Two
--------
All other terms and conditions of the Lease shall remain in effect and
unchanged.
Agreed & Accepted:
------------------
Lessor: ShoreBreeze Associates Lessee: Sega of America, Inc.
------ --------
/s/ [ILLEGIBLE]^^ /s/ [ILLEGIBLE]^^
---------------------- ------------------------------
Date: 9/11/95 Date: 9/7/95
----------------- -------------------------
Shorebreeze Associates,
a California Limited Partnership
By: Redwood Shores MIP Inc.,
A California corporation,
General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
--------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
President
Amendment No. Three to Lease
----------------------------
Sega of America, Inc.
---------------------
This Amendment, dated November 21, 1995, is by and between ShoreBreeze
Associates ("Lessor") and Sega of America, Inc. ("Lessee"). Lessor and Lessee
entered into a lease agreement dated September 10,1992 (the "Lease") for the
premises known as Suites 103 and 200 at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇. Such Lease was amended per the terms of Amendment No. One to Lease
dated March 3, 1993 which added Suite 510. The Lease was further amended per the
terms of amendment No. Two to Lease. Lessor and Lessee agree to further amend
the Lease as follows:
Premises: Effective March 16,1996, the Premises shall consist of:
---------
Suite l00 - 4,556 Square Feet
Suite 200 - 21,029 Square Feet
Suite 510 - 370 Square Feet
------------------
Total: 28,755 Square Feet
----- ------------------
Termination Date: Suite 510: October 31,1999
-----------------
Suites 100 a 200: March 31, 2001
Base Rent: Suites 100 & 200:
---------- ----------------
March 16, 1996 - March 31,1999 .... $58,078.00 per month
April 1, 1999 - March 31, 2001 .... $59,358.00 per month
Suite 510: $7,133.00 per month
---------
Free Rent: Lessee shall pay no rent on 28,106 square feet (the total
----------
premises on the first and second floors) during the period
December 1,1995 through March 31,1996.
Option to Extend: Lessee shall have a one-time option to extend the terms of
-----------------
this Lease for an additional five (5) years at Fair Market
Value. Fair Market Value shall be, on the adjustment date,
the effective rental rate, determined on a full service
basis per rentable square foot, at which comparable space in
the Redwood Shores area is being leased to comparable tenant
renting for a Comparable Term. Lessee must give Lessor at
least twelve (12) months prior written notice as follows:
Amendment. No. Three to Lease
-----------------------------
Page Two
--------
Option to Extend (Cont.): - Written Notice by November 30, 1998 for Suite 510
-------------------------
- Written Notice by March 31, 2000 for Suites 100/200*
* It is understood that this option is only for Suite
100 and 200 combined and cannot be exercised
separately.
In addition, in order for Lessee to exercise such
Option, the Lease shall be in full force and effect
and no default on the part of Lessee shall have
occurred and be continuing.
All other terms and conditions of the Lease shall remain in effect and
unchanged.
Agreed & Accepted:
------------------
Lessor: ShoreBreeze Associates Lessee: Sega of America, Inc.
------ -------
/s/ [ILLEGIBLE]^^ /s/ [ILLEGIBLE]^^
---------------------------- ---------------------------------
Date: 12/12/95 Date: 12/7/95
----------------------- ----------------------------