EXHIBIT 10.15
SUBLEASE
Effective as of June 11, 1997 Mentor Graphics Corporation, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-7777 an Oregon corporation, on behalf of its
wholly-owned subsidiary, Microtec Research, Inc., (Sublessor), and Aurum
Software Inc. (Sublessee) agree that subject to the terms and conditions set
forth below, Sublessee shall sublease from Sublessor a portion of those premises
in Santa Clara, California described as Suite 1300 and Suite 500, ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (Premises) consisting of approximately 38,288 rentable square
feet. The Premises are more particularly shown in Exhibit A.
1 TERM: The term of this Sublease shall commence on June 1, 1997 or upon
▇▇▇▇▇▇▇▇▇'s vacating the Premises whichever occurs later, and terminate on
February 28, 2003, unless otherwise terminated.
2. COMPLIANCE WITH MASTER LEASE: Except as otherwise specifically set forth in
this Sublease, Sublessee shall comply with all of the provisions of the
lease (Master Lease) between Sublessor and Maskatiya, Suri & Co., Inc.
(Lessor), dated June 23, 1988, as amended and supplemented. The Master Lease
is attached as Exhibit B and incorporated by this reference. Sublessee shall
avoid any acts or failures to act which, if attributed to Sublessor, would
cause a default under the Master Lease. To the extent the Master Lease
requires Sublessor to obtain ▇▇▇▇▇▇'s consent or approval to an action which
Sublessee proposes, Sublessee shall obtain Lessor's and Sublessor's prior
consent or approval. Sublessor will not unreasonably withhold consent and
will act in good faith in considering ▇▇▇▇▇▇▇▇▇'s requests. Sublessor will
reasonably cooperate with Sublessee in requests to obtain ▇▇▇▇▇▇'s consent.
3. RENT: Commencing August 1, 1997, Sublessee shall pay to Sublessor in advance
on or before the first day of each month monthly base rent as follows:
August, 1997 through and including month 24: $87,396.52 ($2.281/ square foot)
Months 25 through and including month 48: $91,225.32 ($2.38/ square foot)
Months 49 through and including month 69: $95,054.12 ($2.48/ square foot)
Sublessee shall pay as additional rent over base year (1997) its portion of
the increases in operating expenses of the property as defined in the Master
Lease and as identified by the Lessor.
4. FIRST MONTH'S RENT AND SECURITY DEPOSIT: Upon Sublease execution, Sublessee
shall pay to Sublessor the first month's rent and a security deposit
equivalent to the last month's full rent.
5. USE: The Premises may be used by Sublessee for general office use and
activities incidental to Sublessee's operation of the Premises, and in
conformity to the municipal zoning requirements of the City of Santa ▇▇▇▇▇.
6. ALTERATIONS: Except as otherwise provided herein, Sublessee accepts the
Premises in its present condition. Sublessee may, at its own expense, make
any alterations or improvements (Alterations), in and to the Premises which
Sublessee may deem necessary or
suitable. Such Alterations shall be made in a good and workmanlike manner,
without impairing the structural soundness of the Premises. All Alterations
shall be made at Sublessee's sole cost and only after obtaining the prior
written consent of Sublessor and ▇▇▇▇▇▇. Sublessor reserves the right to
require the removal of any Alterations which are installed by Sublessee, at
Sublessee's sole cost and expense upon expiration of the Sublease. Sublessor
shall clean the Premises prior to commencement.
In addition, Sublessor shall leave the Premises in broom clean condition and
provide an Alterations allowance of Seventy Six Thousand Five Hundred Seventy
Six and no/l00ths Dollars ($76,576.00). Payable on completion of Alterations
in the Premises.
MAINTENANCE AND REPAIRS: Sublessee shall be responsible for all maintenance
and repairs chargeable to Sublessor under the terms of the Master Lease.
8. INSURANCE:
(a) Sublessee shall carry fire and commercial liability insurance to protect
against loss by reason of injury to persons and damage to property
directly or indirectly arising out of Sublessee's occupancy of the
Premises. A certificate of such insurance shall be furnished to
Sublessor. The certificate shall name Sublessor as additional insured
and shall provide that the insurer shall provide Sublessor with 30 days
written notice of any cancellation or reduction of insurance coverage.
The limits of liability for all requirements contained herein shall be
not less than $1,000,000 single limit.
(b) Sublessor shall have no responsibility for the contents of the Premises,
including ▇▇▇▇▇▇▇▇▇'s personal property, and shall have no
responsibility to provide insurance for said contents. Both Sublessee
and Sublessor waive the right to subrogation in the event of a loss
which occurs during the term of this Sublease.
9. INDEMNIFICATION: Sublessee assumes all risk in connection with its use of
the Premises and shall indemnify Sublessor for costs, damages, loss,
liability or expense actually incurred, including attorney's fees, damages
for injury to or death of persons and loss of or damage to property directly
caused by ▇▇▇▇▇▇▇▇▇'s use or occupancy of the Premises.
10. ASSIGNMENT: This Sublease shall not be assigned or transferred without the
prior written consent of Sublessor. Any assignment or transfer in
contradiction of this paragraph shall be void.
11. DEFAULT AND TERMINATION: If Sublessee defaults in its obligations under this
Sublease, and such default continues for a period of ten days after written
notice has been delivered Sublessee, Sublessor may, at its option, terminate
this Sublease. If the default cannot be remedied within ten days by use of
reasonable diligence by Sublessee, additional time shall be granted by
Sublessor. Upon termination of this Sublease due to default by Sublessee,
Sublessee shall immediately surrender the Premises to Sublessor, in good
order and condition, reasonable wear and tear excepted. Any unpaid rent or
other sums due Sublessor shall draw interest at the rate of 18% per annum
from the date due until paid. Sublessor may terminate this Sublease at any
time and for any reason upon 30 days prior written notice to Sublessee.
12. NOTICE: Notice under this Sublease shall be given by United States Mail
addressed to Sublessor at ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: General Counsel and to Sublessee at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇.
13. CONSENT BY ▇▇▇▇▇▇: The written consent of Lessor to this Sublease, in
compliance with the terms of the Master Lease, is set forth below.
14. PRIOR AGREEMENTS: This Sublease shall, when executed by the parties,
supersede and replace all prior agreements between the parties regarding the
occupancy and use of the Premises.
15. SIGNAGE: Sublessee shall have signage rights as allowed by the Master
Lessor, Sublessor and the City of Santa ▇▇▇▇▇.
* ATTACHMENT A
AGREED & ACCEPTED:
"Sublessor" Mentor Graphics Corporation "Sublessee" Aurum Software Inc.
on behalf of its wholly-owned
subsidiary,
Microtec Research, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------- -----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇
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Its: Director of Facilities Its: CFO
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Date: 1/21/97 Date: 1/14/97
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"Lessor" Maskatiya, Suri & Co., Inc.
By:
-------------------------------
Name:
-----------------------------
Its:
------------------------------
Date:
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SUBLEASE
Attachment A
1. Sublessor agrees that at the Commencement Date the electrical, HVAC, plumbing
and other Systems serving the Premises shall be provided in good working
condition.
2. Sublessor acknowledges that it has the authority to offer the Premises on the
terms and conditions as stated in the Sublease.
3. As specified in paragraph 59.3 of the original Microtec lease for Regency
Towers, Rent includes Project Operating Expenses. Sublessee agrees it is
responsible for paying any increases in Project Operating Expenses over the
base year of 1997.
CD
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JWP
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EXHIBIT A
MICROTEC RESEARCH
13TH FLOOR
5/22/96
[FLOOR PLAN]
EXHIBIT A
MICROTEC RESEARCH
5TH FLOOR
5/22/96
[FLOOR PLAN]
REGENCY PLAZA
OFFICE BUILDING LEASE
TENANT: Microtec Research, Incorporated a California Corporation
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FLOOR: Fifth Floor
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SUITE: 500
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TABLE OF CONTENTS
OFFICE BUILDING LEASE
REGENCY PLAZA
PAGE
Article 1 LEASE OF PREMISES.................................... 1
Article 2 DEFINITIONS.......................................... 1
Article 3 EXHIBITS AND ADDENDA................................. 2
Article 4 DELIVERY OF POSSESSION............................... 2
Article 5 RENT................................................. 2
Article 6 INTEREST AND LATE CHARGES............................ 4
Article 7 SECURITY DEPOSIT..................................... 4
Article 8 TENANT'S USE OF THE PREMISES......................... 4
Article 9 SERVICES AND UTILITIES............................... 5
Article 10 CONDITION OF THE PREMISES............................ 5
Article 11 CONSTRUCTION, REPAIRS AND MAINTENANCE................ 5
Article 12 ALTERATIONS AND ADDITIONS............................ 6
Article 13 LEASEHOLD IMPROVEMENTS; TENANT'S PROPERTY............ 6
Article 14 RULES AND REGULATIONS................................ 6
Article 15 CERTAIN RIGHTS RESERVED BY LANDLORD.................. 7
Article 16 ASSIGNMENT AND SUBLETTING............................ 7
Article 17 HOLDING OVER......................................... 7
Article 18 SURRENDER OF PREMISES................................ 8
Article 19 DESTRUCTION OR DAMAGE................................ 8
Article 20 EMINENT DOMAIN....................................... 8
Article 21 INDEMNIFICATION...................................... 8
Article 22 TENANT'S INSURANCE................................... 9
Article 23 WAIVER OF SUBROGATION................................ 9
Article 24 SUBORDINATION AND ATTORNMENT......................... 9
Article 25 TENANT ESTOPPEL CERTIFICATES......................... 9
Article 26 TRANSFER OF LANDLORD'S INTEREST...................... 10
Article 27 DEFAULT.............................................. 10
Article 28 BROKERAGE FEES....................................... 11
Article 29 NOTICES.............................................. 11
Article 30 GOVERNMENT ENERGY OR UTILITY CONTROLS................ 11
Article 31 RELOCATION OF PREMISES............................... 11
Article 32 QUIET ENJOYMENT...................................... 12
Article 33 OBSERVANCE OF LAW.................................... 12
Article 34 FORCE MAJEURE........................................ 12
Article 35 CURING TENANT'S DEFAULTS............................. 12
Article 36 SIGN CONTROL......................................... 12
Article 37 MISCELLANEOUS........................................ 12
MASKATIYA, SURI & CO., INC.
INVESTMENT BANKERS . REAL ESTATE DEVELOPERS
OFFICE BUILDING LEASE
R E G E N C Y P L A Z A
This Lease between MASKATIYA, SURI & CO., INC., A California Corporation,
("Landlord") and Microtec Research, Incorporated, a California Corporation
("Tenant"), is dated June 23, 1988.
1. LEASE OF PREMISES.
In consideration of the Rent (as defined at Section 5.4) and the provisions of
this Lease, Landlord leases to Tenant and Tenant leases from Landlord the
Premises shown by diagonal lines on the floor plan attached hereto as Exhibit
"A" and further described at Section 21. The premises are located within the
Building and Project described in Section 2m. Tenant shall have the
non-exclusive right (unless otherwise provided herein) in common with Landlord,
other tenants, subtenants and invitees, to use of the Common Areas (as defined
at Section 2e).
2. DEFINITIONS
As used in this Lease, the following terms shall have the following meanings:
a. Base Rent: $ four hundred fifty nine thousand four hundred fifty six dollars
($459,456.00) per year.
b. Base Year: The calendar year of 1988.
c. Broker(s) and Sales Agent(s): Listing: ▇. ▇▇▇▇▇▇, ▇. ▇▇▇▇▇▇, ▇. ▇▇▇▇▇▇▇▇
Leasing: ▇. ▇▇▇▇▇▇, ▇. ▇▇▇▇▇
d. Commencement Date: October 1, 1988 or sooner for a term of 60 months. In any
event, Landlord will give Tenant Thirty (30) days written
notice.
e. Common Areas: the building lobbies, common corridors and hallways,
restrooms, garage and parking areas, stairways, elevators and other
generally understood public or common areas. Landlord shall have the right
to regulate or restrict the use of the Common Areas.
f. Expense Stop: (fill in if applicable): $5.00 per square feet per year.
Expenses shall be fixed for the first two years and there will be an 8% cap
on the increase in operating expenses for yrs 3, 4 & 5.
g. Expiration Date: September 30, 1993, unless otherwise sooner terminated in
accordance with the provisions of this Lease.
h. Index (Section 5.2); United States Department of Labor, Bureau of Labor
Statistics Consumer Price Index for All Urban Consumers, San Francisco,
Oakland Average, Subgroup "All items" (1967 = 100).
i. Landlord's Mailing Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇. ▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇.
Tenant's Mailing Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇. ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇.
j. Monthly Installments of Base Rent: $ Thirty Eight Thousand Two Hundred Eighty
Eight ($38,288.00) per month.
k. Parking: Tenant shall be permitted, upon payment of the then prevailing
monthly rate (as set by Landlord from time to time) to park 77 cars on a non-
exclusive basis in the area(s) designated by Landlord for parking. Tenant
shall abide by any and all parking regulations and rules established from
time to time by Landlord or Landlord's parking operator. Landlord reserves
the right to separately charge ▇▇▇▇▇▇'s guests and visitors for parking.
Tenant will receive their share of covered parking when the Plaza is
completed and conditions for parking allocation are determined.
l. Premises: that portion of the Building containing approximately 19,144 square
feet of Rentable Area, shown by diagonal lines on Exhibit "A", located on the
fifth floor of the Building and known as Suite 500.
m. Project: the building of which the Premises are a part (the "Building") and
any other improvements on the real property (the "Property") located at ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and further described at
Exhibit "B". The Project is known as REGENCY PLAZA.
n. Rentable Area: as to both the Premises and the Project, the respective
measurements of the floor area may from time to time be subject to lease by
▇▇▇▇▇▇ and all tenants of the Project, respectively, as determined by
Landlord and applied on a consistent basis throughout the Project.
o. Security Deposits (Article 7): $ Thirty Eight Thousand Two Hundred Eighty
Eight Dollars ($38,288.00)
MASKATIYA, SURI & CO., INC. RGK
INVESTMENT BANKERS . REAL ESTATE DEVELOPERS ---
(1) Initials
REGENCY PLAZA
p. State: the State of California.
q. Tenant's First Adjustment Date (Section 5.2): the first day of the calendar
month following the Commencement Date plus N/A months.
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r. Tenant's Proportionate Share: 8.2 %. Such share is a fraction. the numerator
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of which is the Rentable Area of the Premises, and the denominator of which
is the Rentable Area of the Project, as determined by Landlord from time to
time. The Project consist of one building(s) containing a total Rentable Area
of 231.000 square feet.
s. Tenant's Use Clause (Article 8): office or other related legal uses.
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t. Term: the period commencing on the Commencement Date and expiring at midnight
on the Expiration Date.
3. EXHIBITS AND ADDENDA.
The exhibits and addenda listed below (unless lined out) are incorporated by
reference in this Lease:
a. Exhibit "A" - Floor Plan showing the Premises.
b. Exhibit "B" - Site Plan of the Project.
c. Exhibit "C" - Building Standard Work Letter.
d. Exhibit "D" - Rules and Regulations.
e. Exhibit "E" - Schedule of Base Year Operating Expenses.
f. Addenda:
Includes paragraphs 1-10, and, subordination, non-disturbance and attornment
agreement.
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4. DELIVERY OF POSSESSION.
If for any reason Landlord does not deliver possession of the Premises to Tenant
on the Commencement Date, Landlord shall not be subject to any liability for
such failure, the Expiration Date shall not change and the validity of this
Lease shall not be impaired, but Rent shall be abated until delivery of
possession. "Delivery of possession" shall be deemed to occur on the date
Landlord completes Landlord's Work as defined in Exhibit "C." If Landlord
permits Tenant to enter into possession of the Premises before the Commencement
Date, such possession shall be subject to the provisions of this Lease,
including, without limitation, the payment of Rent. If T.I.'s are not
substantially complete within sixty (60) days of the commencement date set forth
in paragraph 2d, Tenant shall have the right to terminate this lease and have no
obligation thereafter.
5. RENT.
5.1. Payment of Base Rent. ▇▇▇▇▇▇ agrees to pay the Base Rent for the Premises.
Monthly Installments of Base Rent shall be payable in advance on the first day
of each calendar month of the Term. If the Term begins (or ends) on other than
the first (or last) day of a calendar month, the Base Rent for the partial
month shall be prorated on a per diem basis on the basis of a 30 day month
(except February, which may be 28 or 29 days). Tenant shall pay Landlord the
first monthly installment of Base Rent when Tenant executes the Lease which
represents the 19th month of the Term of the Lease.
5.3 Project Operating Costs.
a. In order that the Rent payable during the Term reflect any increase in
Project Operating Costs, ▇▇▇▇▇▇ agrees to pay to Landlord as Rent, ▇▇▇▇▇▇'s
Proportionate Share of all increases in costs, expenses and obligations
attributable to the Project and its operation, all as provided below.
b. If, during any calendar year during the Term, Project Operating Costs
exceed the Project Operating Costs for the Base Year, Tenant shall pay to
Landlord, in addition to the Base Rent and all other payments due under this
Lease, an amount equal to Tenant's Proportionate Share of such excess Project
Operating Costs in accordance with the provisions of this Section 5.3b.
(1) The term "Project Operating Costs" shall include all those items
described in the following subparagraphs (a) and (b).
(a) All taxes, assessments, water and sewer charges and other similar
governmental charges levied on or attributable to the Building or Project
or their operation, including without limitation (i) real property taxes
or assessments levied or assessed against the Building or Project, (ii)
MASKATIYA, SURI & CO., INC.
INVESTMENT BANKERS . REAL ESTATE DEVELOPERS
(2)
REGENCY PLAZA
assessments or charges levied or assessed against the Building or Project by
any redevelopment agency, and (iii) any tax measured by gross rentals received
from the leasing of the Premises, Building or Project, excluding any net
income, franchise, capital stock, estate or inheritance taxes imposed by the
State or federal government or their agencies, branches or departments;
provided that if at any time during the Term any governmental entity levies,
assesses or imposes on Landlord any (1) general or special, ad valorem or
specific, excise, capital levy or other tax, assessment, levy or charge
directly on the Rent received under this Lease or on the rent received under
any other teases of space in the Building or Project, or (2) any license fee,
excise or franchise tax, assessment, levy or charge measured by or based, in
whole or in part, upon such rent, or (3) any transfer, transaction, or similar
tax, assessment, levy or charge based directly or indirectly upon the
transaction represented by this Lease or such other leases, or (4) any
occupancy, use, per capita or other tax, assessment, levy or charge based
directly or indirectly upon the use or occupancy of the Premises or other
premises within the Building or Project, then any such taxes, assessments,
levies and charges shall be deemed to be included in the term Project
Operating Costs. If at any time during the Term the assessed valuation of, or
taxes on, the Project are not based on a completed Project having at least
eighty-five percent (85%) of the Rentable Area occupied, then the "taxes"
component of Project Operating Costs shall be adjusted by Landlord to
reasonably approximate the taxes which would have been payable if the Project
were completed and at least eighty-five percent (85%) occupied.
(b) Operating costs incurred by Landlord in Maintaining and operating the
Building and Project, including without limitation the following: costs of (1)
utilities; (2) supplies; (3) insurance (including public liability, property
damage, earthquake, and fire and extended coverage insurance) for the full
replacement cost of the Building and Project as required by Landlord or its
lenders for the Project; (4) services of independent contractors; (5)
compensation (including employment taxes and fringe benefits) of all persons
who perform duties connected with the operation, maintenance, repair or
overhaul of the Building or Project, and equipment, improvements and
facilities located within the Project, including without limitation engineers,
janitors, painters, floor waxers, window washers, security and parking
personnel and gardeners (but excluding persons performing services not
uniformly available to or performed for substantially all Building or Project
tenants); (6) operation and maintenance of a room for delivery and
distribution of mail to tenants of the Building or Project as required by the
U.S. Postal Service (including, without limitation, an amount equal to the
fair market rental value of the mail room premises); (7) management of the
Building or Project, whether managed by Landlord or an independent contractor
(including, without limitation, an amount equal to the fair market value of
any on-site manager's office); (8) rental expenses for (or a reasonable
depreciation allowance on) personal property used in the maintenance,
operation or repair of the Building or Project; (9) costs, expenditures or
charges (whether capitalized or not) required by any governmental or quasi-
governmental authority; (10) increases over the Base Year in the interest
payable by Landlord under the promissory note (if any) evidencing the
financing then in place on the Building or Project; (11) increases over the
Base Year in any ground rent for the Property payable by Landlord; (12)
amortization of capital expenses (including financing costs) (i) required by a
governmental entity for energy conservation or life safety purposes, or (ii)
made by Landlord to reduce Project Operating Costs; and (13) any other costs
or expenses incurred by Landlord under this Lease and not otherwise reimbursed
by tenants of the Project. If at any time during the Term, less than eighty-
five percent (85%) of the Rentable Area of the Project is occupied, the
"operating costs" component of Project Operating Costs shall be adjusted by
Landlord to reasonably approximate the operating costs which would have been
incurred if the Project had been at least eighty-five percent (85%) occupied.
(2) Tenant's Proportionate Share of Project Operating Costs shall be payable by
Tenant to Landlord as follows:
(a) Beginning with the calendar year following the Base Year and for each
calendar year thereafter ("Comparison Year"), Tenant shall pay Landlord an
amount equal to Tenant's Proportionate Share of the Project Operating Costs
incurred by Landlord in the Comparison Year which exceeds the total amount of
Project Operating Costs payable by Landlord for the Base Year. This excess is
referred to as the "Excess Expenses."
(b) To provide for current payments of Excess Expenses, Tenant shall, at
Landlord's request, pay as additional rent during each Comparison Year, an
amount equal to Tenant's Proportionate Share of the Excess Expenses payable
during such Comparison Year, as estimated by Landlord from time to time. Such
payments shall be made in monthly installments, commencing on the first day
of the month following the month in which Landlord notifies Tenant of the
amount it is to pay hereunder and continuing until the first day of the month
following the month in which Landlord gives Tenant a new notice of estimated
Excess Expenses. It is the intention hereunder to estimate from time to time
the amount of the Excess Expenses for each Comparison Year and Tenant's
Proportionate Share thereof, and then to make an adjustment in the following
year based on the actual Excess Expenses incurred for that Comparison Year.
(c) On or before April 1 of each Comparison Year after the first Comparison
Year (or as soon thereafter as is practical), Landlord shall deliver to
Tenant a statement setting forth Tenant's Proportionate Share of the Excess
Expenses for the preceding Comparison Year. If ▇▇▇▇▇▇'s Proportionate Share
of the actual Excess Expenses for the previous Comparison Year exceeds the
total of the estimated monthly payments made by Tenant for such year, Tenant
shall pay Landlord the amount of the deficiency within ten (10) days of the
receipt of the statement. If such total exceeds Tenant's Proportionate Share
of the actual Excess Expenses for such Comparison Year, then Landlord shall
credit against ▇▇▇▇▇▇'s next ensuing monthly installment(s) of additional
rent an amount equal to the difference until the credit is exhausted. If a
credit is due from Landlord on the Expiration Date, Landlord shall pay Tenant
the amount of the credit. The obligations of Tenant and Landlord to make
payments required under this Section 5.3 shall survive the Expiration Date.
(d) Tenant's Proportionate Share of Excess Expenses in any Comparison Year
having less than 365 days shall be appropriately prorated.
(e) If any dispute arises as to the amount of any additional rent due
hereunder, Tenant shall have the right after reasonable notice and at
reasonable times to inspect Landlord's accounting records at Landlord's
accounting office and, if after such inspection Tenant still disputes the
amount of additional rent owed, a certification as to the proper amount shall
be made by Landlord's certified public accountant, which certification shall
be final and conclusive. ▇▇▇▇▇▇ agrees to pay the cost of such certification
unless it is determined that ▇▇▇▇▇▇▇▇'s original statement overstated Project
Operating Costs by more than five percent (5%).
(f) If this Lease sets forth an Expense Stop at Section 2f, then during the
Term Tenant shall be liable for Tenant's Proportionate Share of any actual
Project Operating Costs which exceed the amount of the Expense Stop. Tenant
shall make current payments of such excess costs during the Term in the same
manner as is provided for payment of Excess Expenses under the applicable
provisions of Section 5.3b(2)(b) and (c) above.
MASKATIYA, SURI & CO., INC.
INVESTMENT BANKERS . REAL ESTATE DEVELOPERS
(3)
REGENCY PLAZA
9. SERVICES AND UTILITIES.
Provided that Tenant is not in default hereunder, Landlord agrees to furnish to
the Premises during generally recognized business days, and during hours
determined by Landlord in its sole discretion, and subject to the Rules and
Regulations of the Building or Project, electricity for normal desktop office
equipment and normal copying equipment, and heating, ventilation and air
conditioning ("HVAC") as required in Landlord's judgment for the comfortable use
and occupancy of the Premises. Landlord shall also maintain and keep lighted the
common stairs, common entries and restrooms in the Building. Landlord shall not
be in default hereunder or be liable for any damages directly or indirectly
resulting from, nor shall the Rent be abated by reason of (i) the installation,
use or interruption of use of any equipment in connection with the furnishing of
any of the foregoing services, (ii) failure to furnish or delay in furnishing
any such services where such failure or delay is caused by accident or any
condition or event beyond the reasonable control of Landlord, or by the making
of necessary repairs or improvements to the Premises, Building or Project, or
(iii) the limitation, curtailment or rationing of, or restrictions on, use of
water, electricity, gas or any other form of energy serving the Premises,
Building or Project. Landlord shall not be liable under any circumstances for a
loss of or injury to property or business, however occurring, through or in
connection with or incidental to failure to furnish any such services. If Tenant
uses heat generating machines or equipment in the Premises which affect the
temperature otherwise maintained by the HVAC system, Landlord reserves the right
to install supplementary air conditioning units in the Premises and the cost
thereof, including the cost of installation, operation and maintenance thereof,
shall be paid by Tenant to Landlord upon demand by Landlord. *See addendum
paragraph 8 services and utilities.
Nothing contained in this Article shall restrict Landlord's right to require at
any time separate metering of utilities furnished to the Premises. In the event
utilities are separately metered, Tenant shall pay promptly upon demand for all
utilities consumed at utility rates charged by the local public utility plus any
additional expense incurred by Landlord in keeping account of the utilities so
consumed. Tenant shall be responsible for the maintenance and repair of any such
meters at its sole cost.
Landlord shall furnish elevator service, lighting replacement for building
standard lights, restroom supplies, window washing and janitor services in a
manner that such services are customarily furnished to comparable office
buildings in the area.
10. CONDITION OF THE PREMISES.
Tenants taking possession of the Premises shall be deemed conclusive evidence
that as of the date of taking possession the Premises are in good order and
satisfactory condition, except for such matters as to which ▇▇▇▇▇▇ gave Landlord
notice on or before the Commencement Date. No promise of Landlord to alter,
remodel, repair or improve the Premises, the Building or the Project and no
representation, express or implied, respecting any matter or thing relating to
the Premises, Building, Project or this Lease (including, without limitation,
the condition of the Premises, the Building or the Project) have been made to
Tenant by Landlord or its Broker or Sales Agent, other than as may be contained
herein or in a separate exhibit or addendum signed by Landlord and Tenant.
11. CONSTRUCTLON, REPAIRS AND MAINTENANCE.
a. Landlord's Obligations. Landlord shall perform Landlord's Work to the
Premises as described in Exhibit "C". Landlord shall maintain in good order,
condition and repair the Building and all portions of the Premises not the
obligation of Tenant or of any other tenant in the Building.
b. Tenant's Obligations.
(1) Tenant shall perform Tenant's Work to the Premises as described in
Exhibit "C."
(2) Tenant at Tenant's sole expense shall, except for services furnished
by Landlord pursuant to Article 9 hereof, maintain the Premises in
good order, condition and repair, including the interior surfaces of
the ceilings, walls and floors, all doors, all interior windows, all
plumbing, pipes and fixtures, electrical wiring, switches and
fixtures, Building Standard furnishings and special items and
equipment installed by or at the expense of Tenant.
(3) Tenant shall be responsible for all repairs and alterations in and to
the Premises, Building and Protect and the facilities and systems
thereof, the need for which arises out of (i) Tenant's use or
occupancy of the Premises, (ii) the installation, removal, use or
operation of Tenant's Property (as defined in Article 13) in the
Premises, (iii) the moving of Tenant's Property into or out of the
Building, or (iv) the act, omission, misuse or negligence of Tenant,
its agents, contractors, employees or invitees.
(4) If Tenant fails to maintain the Premises in good order, condition and
repair, Landlord shall give Tenant notice to do such acts as are
reasonably required to so maintain the Premises. If Tenant fails to
promptly commence such work and diligently prosecute it to
completion, then Landlord shall have the right to do such acts and
expend such funds at the expense of Tenant as are reasonably required
to perform such work. Any amount so expended by Landlord shall be
paid by Tenant promptly after demand with interest at the prime
commercial rate then being charged by Bank of America NT & SA plus
six percent (6%) per annum, from the date of such work, but not to
exceed the maximum rate then allowed by law. Landlord shall have no
liability to Tenant for any damage, inconvenience, or interference
with the use of the Premises by ▇▇▇▇▇▇ as a result of performing any
such work.
MASKATIYA, SURI & CO., INC. RGK
INVESTMENT BANKERS . REAL ESTATE DEVELOPERS ---
Initials
(5)
REGENCY PLAZA
15. CERTAIN RIGHTS RESERVED BY LANDLORD.
Landlord reserves the following rights, exercisable without liability to
Tenant for (a) damage or injury to property, person or business, (b)
causing an actual or constructive eviction from the Premises, or (c)
disturbing Tenant's use or possession of the Premises:
a. To name the Building and Project and to change the name or street
address of the Building or Project;
b. To install and maintain all signs on the exterior and interior of the
Building and Project;
c. To have pass keys to the Premises and all doors within the Premises,
excluding ▇▇▇▇▇▇'s vaults and safes,
d. At any time during the Term, and on reasonable prior notice to
Tenant, to inspect the Premises, and to show the Premises to any
prospective purchaser or mortgagee of the Project, or to any assignee of
any mortgage on the Project, or to others having an interest in the
Project or Landlord, and during the last six months of the Term, to show
the Premises to prospective tenants thereof; and
e. To enter the Premises for the purpose of making inspections, repairs,
alterations, additions or improvements to the Premises or the Building
(including, without limitation, checking, calibrating, adjusting or
balancing controls and other parts of the HVAC system), and to take all
steps as may be necessary or desirable for the safety, protection,
maintenance or preservation of the Premises or the Building or Landlord's
interest therein, or as may be necessary or desirable for the operation or
improvement of the Building or in order to comply with laws, orders or
requirements of governmental or other authority. Landlord agrees to use
its best efforts (except in an emergency) to minimize interference with
▇▇▇▇▇▇'s business in the Premises in the course of any such entry.
16. ASSIGNMENT AND SUBLETTING.
No assignment of this Lease or sublease of all or any part of the Premises
shall be permitted, except as provided in this Article 16.
a. Tenant shall not, without the prior written consent of Landlord, assign
or hypothecate this Lease or any interest herein or sublet the Premises or
any part thereof, or permit the use of the Premises by any party other than
Tenant. Any of the foregoing acts without such consent shall be void and
shall, at the option of Landlord, terminate this Lease. This Lease shall
not, nor shall any interest of Tenant herein, be assignable by operation of
law without the written consent of Landlord.
b. If at any time or from time to time during the Term Tenant desires to
assign this Lease or sublet all or any part of the Premises, Tenant shall
give notice to Landlord setting forth the terms and provisions of the
proposed assignment or sublease, and the identity of the proposed assignee
or subtenant. Tenant shall promptly supply Landlord with such information
concerning the business background and financial condition of such proposed
assignee or subtenant as Landlord may reasonably request. Landlord shall
have the option, exercisable by notice given to Tenant within twenty (20)
days after ▇▇▇▇▇▇'s notice is given, either to sublet such space from
Tenant at the rental and on the other terms set forth in this Lease for the
term set forth in Tenant's notice, or, in the case of an assignment, to
terminate this Lease. If Landlord does not exercise such option. Tenant may
assign the Lease or sublet such space to such proposed assignee or
subtenant on the following further conditions:
(1) Landlord shall have the right to approve such proposed assignee or
subtenant, which approval shall not be unreasonably withheld;
(2) The assignment or sublease shall be on the same terms set forth in the
notice given to Landlord;
(3) No assignment or sublease shall be valid and no assignee or sublessee
shall take possession of the Premises until an executed counterpart of
such assignment or sublease has been delivered to Landlord;
(4) No assignee or sublessee shall have a further right to assign or
sublet except on the terms herein contained; and
(5) Any sums or other economic consideration received by Tenant as a
result of such assignment or subletting, however denominated under the
assignment or sublease, which exceed, in the aggregate, (i) the total
sums which Tenant is obligated to pay Landlord under this Lease
(prorated to reflect obligations allocable to any portion of the
Premises subleased), plus (ii) any real estate brokerage commissions
or fees payable in connection with such assignment or subletting,
shall be paid to Landlord as additional rent under this Lease without
affecting or reducing any other obligations of Tenant hereunder. (See
Addendum 10)
c. Notwithstanding the provisions of paragraphs a and b above, Tenant may
assign this Lease or sublet the Premises or any portion thereof, without
Landlord's consent and without extending any recapture or termination
option to Landlord, to any corporation which controls, is controlled by or
is under common control with Tenant, or to any corporation resulting from a
merger or consolidation with Tenant, or to any person or entity which
acquires all the assets of Tenant's business as a going concern, provided
that (i) the assignee or sublessee assumes, in full, the obligations of
Tenant under this Lease, (ii) Tenant remains fully liable under this Lease,
and (iii) the use of the Premises under Article 8 remains unchanged.
d. No subletting or assignment shall release Tenant of Tenant's obligations
under this Lease or alter the primary liability of Tenant to pay the Rent
and to perform all other obligations to be performed by Tenant hereunder.
The acceptance of Rent by Landlord from any other person shall not be
deemed to be a waiver by Landlord of any provision hereof. Consent to one
assignment or subletting shall not be deemed consent to any subsequent
assignment or subletting. In the event of default by an assignee or
subtenant of Tenant or any successor of ▇▇▇▇▇▇ in the performance of any of
the terms hereof, Landlord may proceed directly against Tenant without the
necessity of exhausting remedies against such assignee, subtenant or
successor. Landlord may consent to subsequent assignments of the Lease or
sublettings or amendments or modifications to the Lease with assignees of
Tenant, without notifying Tenant, or any successor of Tenant, and without
obtaining its or their consent thereto and any such actions shall not
relieve Tenant of liability under this Lease.
e. If Tenant assigns the Lease or sublets the Premises or requests the
consent of Landlord to any assignment or subletting or if Tenant requests
the consent of Landlord for any act that Tenant proposes to do, then Tenant
shall, upon demand, pay Landlord an administrative fee of Two thousand and
No/100ths Dollars ($500.00) - On Assignments only. plus any attorneys' fees
reasonably incurred by Landlord in connection with such act or request.
17. HOLDING OVER.
If after expiration of the Term, Tenant remains in possession of the Premises
with Landlord's permission (express or implied), Tenant shall become a tenant
from month to month only, upon all the provisions of this Lease (except as to
term and Base Rent), but the "Monthly Installments of Base Rent" payable by
Tenant shall be increased to one hundred fifty percent (125%) of the Monthly
Installments of Base Rent payable by Tenant at the expiration of the Term. Such
monthly rent shall be payable in advance on or before the first day of each
month. If either party desires to terminate such month to month tenancy, it
shall give the other party not less than thirty (30) days advance written
notice of the date of termination.
MASKATIYA, SURI & CO., INC.
INVESTMENT BANKERS . REAL ESTATE DEVELOPERS
(7)
b. Landlord shall not be liable for injury or damage which may be sustained
by the person or property of Tenant, its employees, invitees or customers,
or any other person in or about the Premises, caused by or resulting from
fire, steam, electricity, gas, water or rain which may leak or flow from or
into any part of the Premises, or from the breakage, leakage, obstruction
or other defects of pipes, sprinklers, wires, appliances, plumbing, air
conditioning or lighting fixtures, whether such damage or injury results
from conditions arising upon the Premises or upon other portions of the
Building or Project or from other sources. Landlord shall not be liable for
any damages arising from any act or omission of any other tenant of the
Building or Project.
22. TENANT'S INSURANCE.
a. All insurance required to be carried by Tenant hereunder shall be issued
by responsible insurance companies acceptable to Landlord and Landlord's
lender and qualified to do business in the State. Each policy shall name
▇▇▇▇▇▇▇▇, and at ▇▇▇▇▇▇▇▇'s request any mortgagee of Landlord, as an
additional insured, as their respective interests may appear. Each policy
shall contain (i) a cross-liability endorsement, (ii) a provision that such
policy and the coverage evidenced thereby shall be primary and non-
contributing with respect to any policies carried by Landlord and that any
coverage carried by Landlord shall be excess insurance, and (iii) a waiver
by the insurer of any right of subrogation against Landlord, its agents,
employees and representatives, which arises or might arise by reason of any
payment under such policy or by reason of any act or omission of Landlord,
its agents, employees or representatives. A copy of each paid up policy
(authenticated by the insurer) or certificate of the insurer evidencing the
existence and amount of each insurance policy required hereunder shall be
delivered to Landlord before the date Tenant is first given the right of
possession of the Premises, and thereafter, within thirty (30) days after
any demand by Landlord therefor. Landlord may, at any time and from time to
time, inspect and/or copy any insurance policies required to be maintained
by Tenant hereunder. No such policy shall be cancellable except after
twenty (20) days written notice to Landlord and Landlord's lender. Tenant
shall furnish Landlord with renewals or "binders" of any such policy at
least ten (10) days prior to the expiration thereof. ▇▇▇▇▇▇ agrees that if
▇▇▇▇▇▇ does not take out and maintain such insurance Landlord may (but
shall not be required to) procure said insurance on Tenant's behalf and
charge the Tenant the premiums together with a twenty-five percent (25%)
handling charge, payable upon demand. Tenant shall have the right to
provide such insurance coverage pursuant to blanket policies obtained by
the Tenant, provided such blanket policies expressly afford coverage to the
Premises, Landlord, ▇▇▇▇▇▇▇▇'s mortgagee and Tenant as required by this
Lease.
b. Beginning on the date Tenant is given access to the Premises for any
purpose and continuing until expiration of the Term, Tenant shall procure,
pay for and maintain in effect policies of casualty insurance covering (i)
all Leasehold Improvements (including any alterations, additions or
improvements as may be made by Tenant pursuant to the provisions of Article
12 hereof), and (ii) trade fixtures, merchandise and other personal
property from time to time in, on or about the Premises, in an amount not
less than one hundred percent (100%) of their actual replacement cost from
time to time, providing protection against any peril included with the
classification "Fire and Extended Coverage" together with insurance against
sprinkler damage, vandalism and malicious mischief. The proceeds of such
insurance shall be used for the repair or replacement of the property so
insured. Upon termination of this Lease following a casualty as set forth
herein, the proceeds under (i) shall be paid to Landlord, and the proceeds
under (ii) above shall be paid to Tenant.
c. Beginning on the date Tenant is given access to the Premises for any
purpose and continuing until expiration of the Term, Tenant shall procure,
pay for and maintain in effect workers' compensation insurance as required
by law and comprehensive public liability and property damage insurance
with respect to the construction of improvements on the Premises, the use,
operation or condition of the Premises and the operations of Tenant in, on
or about the Premises, providing personal injury and broad form property
damage coverage for not less than One Million Dollars ($1,000,000.00)
combined single limit for bodily injury, death and property damage
liability.
d. Not less than every three (3) years during the Term, Landlord and Tenant
shall mutually agree to increases in all of Tenant's insurance policy
limits for all insurance to be carried by Tenant as set forth in this
Article. In the event Landlord and ▇▇▇▇▇▇ cannot mutually agree upon the
amounts of said increases, then ▇▇▇▇▇▇ agrees that all insurance policy
limits as set forth in this Article shall be adjusted for increases in the
cost of living in the same manner as is set forth in Section 5.2 hereof for
the adjustment of the Base Rent.
23. WAIVER OF SUBROGATION.
Landlord and ▇▇▇▇▇▇ each hereby waive all rights of recovery against the other
and against the officers, employees, agents and representatives of the other, on
account of loss by or damage to the waiving party or its property or the
property of others under its control, to the extent that such loss or damage is
insured against under any fire and extended coverage insurance policy which
either may have in force at the time of the loss or damage. Tenant shall, upon
obtaining the policies of insurance required under this Lease, give notice to
its insurance carrier or carriers that the foregoing mutual waiver of
subrogation is contained in this Lease.
24. SUBORDINATION AND ATTORNMENT.
Upon written request of ▇▇▇▇▇▇▇▇, or any mortgagee or deed of trust beneficiary
of Landlord, or ground lessor of Landlord, Tenant shall, in writing, subordinate
its rights under this Lease to the lien of any and all mortgage or deeds of
trust, or to the interest of any lease in which Landlord is lessee, and to all
advances made or hereafter to be made thereunder. Tenant hereby appoints
▇▇▇▇▇▇▇▇, his successor-in-interest, agents or representatives as its power-of-
attorney to execute any and all documents to reflect such subordination, it
being agreed that this power-of-attorney is irrevocable and coupled with an
interest. The holder of any security interest may, upon written notice to
Tenant, elect to have this Lease prior to its security interest regardless of
the time of the granting or recording of such security interest.
In the event of any foreclosure sale, transfer in lieu of foreclosure or
termination of the lease in which Landlord is lessee, Tenant shall attorn to the
purchaser, transferee or lessor as the case may be, and recognize that party as
Landlord under this Lease, provided such party acquires and accepts the Premises
subject to this Lease.
25. TENANT ESTOPPEL CERTIFICATES.
Within ten (10) days after written request from Landlord, Tenant shall execute
and deliver to Landlord or Landlord's designee, a written statement certifying
(a) that this Lease is unmodified and in full force and effect, or is in full
force and effect as modified and stating the modifications; (b) the amount of
Base Rent and the date to which Base Rent and additional rent have been paid in
advance; (c) the amount of any security deposited with
MASKATIYA, SURI & CO., INC.
INVESTMENT BANKERS . REAL ESTATE DEVELOPERS
(9)
Landlord; and (d) that Landlord is not in default hereunder or, if Landlord is
claimed to be in default, stating the nature of any claimed default. Any such
statement may be relied upon by a purchaser, assignee or lender. Tenant's
failure to execute and deliver such statement within the time required shall at
Landlord's election be a default under this Lease and shall also be conclusive
upon Tenant that: (1) this Lease is in full force and effect and has not been
modified except as represented by Landlord; (2) there are no uncured defaults in
Landlord's performance and that Tenant has no right of offset, counterclaim or
deduction against Rent; and (3) not more than one month's Rent has been paid in
advance.
26. TRANSFER OF LANDLORD'S INTEREST.
In the event of any sale or transfer by Landlord of the Premises, Building or
Project, and assignment of this Lease by Landlord, Landlord shall be and is
hereby entirely freed and relieved of any and all liability and obligations
contained in or derived from this Lease arising out of any act, occurrence or
omission relating to the Premises, Building, Project or Lease occurring after
the consummation of such sale or transfer, providing the purchaser shall
expressly assume all of the covenants and obligations of Landlord under this
Lease. If any security deposit or prepaid Rent has been paid by Tenant, Landlord
may transfer the security deposit or prepaid Rent to Landlord's successor and
upon such transfer, Landlord shall be relieved of any and all further liability
with respect thereto.
27. DEFAULT.
27.1 Tenant's Default. The occurrence of any one or more of the following events
shall constitute a default and breach of this Lease by ▇▇▇▇▇▇.
a. If Tenant abandons or vacates the Premises; or
b. If Tenant fails to pay any Rent or any other charges required to bepaid
by Tenant under this Lease and such failure continues for fifteen (15)
days after payment is due and payable; or
c. If Tenant fails to promptly and fully perform any other covenant.
condition or agreement contained in this Lease and such failure continues
for thirty (30) days after written notice thereof from Landlord to Tenant;
or
d. If a writ of attachment or execution is levied on this Lease or on any
of Tenant's Property; or
e. If ▇▇▇▇▇▇ makes a general assignment for the benefit of creditors, or
provides for an arrangement, composition, extension or adjustment with its
creditors; or
f. If Tenant files a voluntary petition for relief or if a petition
against Tenant in a proceeding under the federal bankruptcy laws or other
insolvency laws is filed and not withdrawn or dismissed within forty-five
(45) days thereafter, or if under the provisions of any law providing for
reorganization or winding up of corporations, any court of competent
jurisdiction assumes jurisdiction, custody or control of Tenant or any
substantial part of its property and such jurisdiction, custody or control
remains in force unrelinquished, unstayed or unterminated for a period of
forty-five (45) days; or
g. If in any proceeding or action in which Tenant is a party, a trustee,
receiver, agent or custodian is appointed to take charge of the Premises or
Tenant's Property (or has the authority to do so) for the purpose of
enforcing a lien against the Premises or Tenant's Property; or
h. If Tenant is a partnership or consists of more than one (1) person or
entity, if any partner of the partnership or other person or entity is
involved in any of the acts or events described in subparagraphs d through
g above.
i. The discovery by Landlord of any material misrepresentation or
misstatement of any fact by ▇▇▇▇▇▇.
27.2 Remedies. In the event of ▇▇▇▇▇▇'s default hereunder, then in addition to
any other rights or remedies Landlord may have under any law, Landlord shall
have the right, at Landlord's option, without further notice or demand of any
kind to do the following:
a. Terminate this Lease and ▇▇▇▇▇▇'s right to possession of the Premises
and reenter the Premises and take possession thereof, and Tenant shall have
no further claim to the Premises or under this Lease; or
b. Continue this Lease in effect, reenter and occupy the Premises for the
account of Tenant, and collect any unpaid Rent or other charges which have
or thereafter become due and payable; or
c. Reenter the Premises under the provisions of subparagraph b, and
thereafter elect to terminate this Lease and ▇▇▇▇▇▇'s right to possession
of the Premises.
If Landlord reenters the Premises under the provisions of subparagraphs b or c
above, Landlord shall not be deemed to have terminated this Lease or the
obligation of Tenant to pay any Rent or other charges thereafter accruing,
unless Landlord notifies Tenant in writing of Landlord's election to terminate
this Lease. In the event of any reentry or retaking of possession by Landlord,
Landlord shall have the right, but not the obligation, to remove all or any part
of Tenant's Property in the Premises and to place such property in storage at a
public warehouse at the expense and risk of Tenant. If Landlord elects to relet
the Premises for the account of Tenant, the rent received by Landlord from such
reletting shall be applied as follows: first, to the payment of any indebtedness
other than Rent due hereunder from Tenant to Landlord; second, to the payment of
any costs of such reletting; third, to the payment of the cost of any
alterations or repairs to the Premises; fourth to the payment of Rent due and
unpaid hereunder; and the balance, if any, shall be held by Landlord and applied
in payment of future Rent as it becomes due. If that portion of rent received
from the reletting which is applied against the Rent due hereunder is less than
the amount of the Rent due, Tenant shall pay the deficiency to Landlord promptly
upon demand by Landlord. Such deficiency shall be calculated and paid monthly.
Tenant shall also pay to Landlord, as soon as determined, any costs and expenses
incurred by Landlord in connection with such reletting or in making alterations
and repairs to the Premises, which are not covered by the rent received from the
reletting.
In the event of a Tenant default, Tenant, additionally and specifically waives
all its rights to any form of automatic court ordered stay from eviction or stay
from paying obligations as and when due, Tenant shall forthwith, upon demand of
Landlord, deliver vacant possession of the premises without any claim for prior
notice, claim for any due legal process or any other reason or claim however
founded.
In addition to any other right Landlord may have, Landlord may immediately seize
to possess any and all personal property of ▇▇▇▇▇▇ as additional security for
payment of obligations pursuant to this Lease. Landlord shall have the further
right to sell all such possessed property for the best price then available, and
apply all such proceeds, first to pay costs and expenses arising from the
default, then to pay obligations due and payable pursuant to this Lease, and
then any remaining excess shall be paid to Tenant.
MASKATIYA, SURI & CO., INC.
INVESTMENT BANKERS . REAL ESTATE DEVELOPERS
(10)
Should Landlord elect to terminate this Lease under the provisions of
subparagraph a or c above, Landlord may recover as damages from Tenant the
following:
1. Past Rent. The worth at the time of the award of any unpaid Rent which
had been earned at the time of termination; plus
2. Rent Prior to Award. The worth at the time of the 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 rental loss that
Tenant proves could have been reasonably avoided; plus
3. Rent After Award. The worth at the time of the award of the amount by
which the unpaid Rent for the balance of the Term after the time of
award exceeds the amount of the rental loss that Tenant proves could be
reasonably avoided; plus
4. Proximately Caused Damages. Any other amount necessary to compensate
Landlord for all detriment proximately caused by ▇▇▇▇▇▇'s failure to
perform its obligations under this Lease or which in the ordinary
course of things would be likely to result therefrom, including, but
not limited to, any costs or expenses (including attorneys' fees),
incurred by Landlord in (a) retaking possession of the Premises, (b)
maintaining the Premises after Tenant's default, (c) preparing the
Premises for reletting to a new tenant, including any repairs or
alterations, and (d) reletting the Premises including brokers'
commissions.
5. Acceleration of Future Rent. Landlord shall have the right to
accelerate all future rental payments and other charges payable by
▇▇▇▇▇▇, in the event of a default by Tenant. The aggregate sum of all
such future rents and charges shall become immediately due and payable,
upon the occurrence of any event of default.
6. If this Lease contains provision for any free rent periods or other
rental concession, then all such free rent and rental concessions shall
be immediately revoked without any notice, if Tenant defaults on this
Lease. Additionally, should Tenant continue in possession of the
Premises following a default, the amount of the rent payable thereafter
shall be set by Landlord, but shall in no event be less than one
hundred fifty percent (150%) of the then asking rent for space in the
project, as this asking rent is set by Landlord from time to time.*
"The worth at the time of the award" as used in subparagraphs 1 and 2 above, is
to be computed by allowing interest at the rate of ten percent (l0%) per annum.
"The worth at the time of the award" as used in subparagraph 3 above, is to be
computed by discounting the amount at the discount rate of the Federal Reserve
Bank situated nearest to the Premises at the time of the award plus one percent
(1%).
The waiver by Landlord of any breach of any term, covenant or condition of this
Lease shall not be deemed a waiver of such term, covenant or condition or of any
subsequent breach of the same or any other term, covenant or condition.
Acceptance of Rent by Landlord subsequent to any breach hereof shall not be
deemed a waiver of any preceding breach other than the failure to pay the
particular Rent so accepted, regardless of Landlord's knowledge of any breach at
the time of such acceptance of Rent. Landlord shall not be deemed to have waived
any term, covenant or condition unless Landlord gives Tenant written notice of
such waiver.
27.3 Landlord's Default. If Landlord fails to perform any covenant, condition or
agreement contained in this Lease within thirty (30) days after receipt of
written notice from Tenant specifying such default, or if such default cannot
reasonably be cured within thirty (30) days, if Landlord fails to commence to
cure within that thirty (30) day period, then Landlord shall be liable to Tenant
for any damages sustained by ▇▇▇▇▇▇ as a result of Landlord's breach provided,
however, it is expressly understood and agreed that if ▇▇▇▇▇▇ obtains a money
judgment against Landlord resulting from any default or other claim arising
under this Lease, that judgment shall be satisfied only out of the rents,
issues, profits, and other income actually received on account of Landlord's
right, title and interest in the Premises, Building or Project, and no other
real, personal or mixed property of Landlord (or of any of the partners which
comprise Landlord, if any) wherever situated, shall be subject to levy to
satisfy such judgment. If, after notice to Landlord of default Landlord (or any
first mortgagee or first deed of trust beneficiary of Landlord) fails to cure
the default as provided herein, then Tenant shall have the right to cure that
default at Landlord's expense. Tenant shall not have the right to terminate this
Lease or to withhold, reduce or offset any amount against any payments of Rent
or any other charges due and payable under this Lease except as otherwise
specifically provided herein.
28. BROKERAGE FEES.
Tenant warrants and represents that it has not dealt with any real estate broker
or agent in connection with this Lease or its negotiation except Broker and
Sales Agent. Tenant shall indemnify and hold Landlord harmless from any cost,
expense or liability (including costs of suit and reasonable attorneys' fees)
for any compensation, commission or fees claimed by any other real estate broker
or agent in connection with this Lease or its negotiation by reason of any act
of Tenant.
29. NOTICES.
All notices, approvals and demands permitted or required to be given under this
Lease shall be in writing and deemed duly served or given if personally
delivered or sent by certified or registered U.S. mail, postage prepaid and
addressed as follows; (a) if to Landlord, to Landlord's Mailing Address and to
the Building manager, and (b) if to Tenant, to Tenant's Mailing Address;
provided, however, notices to Tenant shall be deemed duly served or given if
delivered or mailed to Tenant at the Premises. Landlord and ▇▇▇▇▇▇ may from time
to time by notice to the other designate another place for receipt of future
notices.
30. GOVERNMENT ENERGY OR UTILITY CONTROLS.
In the event of imposition of federal, state or local government controls,
rules, regulations, or restrictions on the use or consumption of energy or other
utilities during the Term, both Landlord and Tenant shall be bound thereby. In
the event of a difference in interpretation by ▇▇▇▇▇▇▇▇ and Tenant of any such
controls, the interpretation of Landlord shall prevail, and Landlord shall have
the right to enforce compliance therewith, including the right of entry into the
Premises to effect compliance.
*Landlord shall give Tenant written notice of default and Tenant shall have
thirty (30) days to cure said default.
MASKATIYA, SURI & CO., INC.
INVESTMENT BANKERS . REAL ESTATE DEVELOPERS
(11)
[LETTERHEAD OF MASKATIYA, ▇▇▇▇ & CO., INC.]
[REGENCY PLAZA]
31. RELOCATION OF PREMISES.
Landlord shall have the right, with mutual consent of the tenant to relocate the
Premises to another part of the Building in accordance with the following:
a. The new premises shall be substantially the same in size, dimensions,
configuration, decor and nature as the Premises described in this Lease,
and if the relocation occurs after the Commencement Date, shall be placed
in that condition by landlord at its cost.
b. Landlord shall give Tenant at least thirty (30) days written notice of
▇▇▇▇▇▇▇▇'s intention to relocate the Premises.
c. As nearly as practicable, the physical relocation of the Premises shall
take place on a weekend and shall be completed before the following Monday.
If the physical relocation has not been completed in that time, Base Rent
shall ▇▇▇▇▇ in full from the time the physical relocation commences to the
time it is completed. Upon completion of such relocation, the new premises
shall become the "Premises" under this Lease.
d. All reasonable costs incurred by Tenant as a result of the relocation
shall be paid by Landlord.
e. If the new premises are smaller than the Premises as it existed before
the relocation, Base Rent shall be reduced proportionately.
f. The parties hereto shall immediately execute an amendment to this Lease
setting forth the relocation of the Premises and the reduction of Base
Rent, if any.
32. QUIET ENJOYMENT.
Tenant, upon paying the Rent and performing all of its obligations under this
Lease, shall peaceably and quietly enjoy the Premises, subject to the terms of
this Lease and to any mortgage, lease, or other agreement to which this Lease
may be subordinate.
33. OBSERVANCE OF LAW.
Tenant shall not use the Premises or permit anything to be done in or about the
Premises which 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. Tenant shall, at its sole cost and expense, promptly comply with
all laws, statutes, ordinances and governmental rules, regulations or
requirements now in force or which may hereafter be in force, and with the
requirements of any board of fire insurance underwriters or other similar bodies
now or hereafter constituted, relating to, or affecting the condition, use or
occupancy of the Premises, excluding structural changes not related to or
affected by Tenant's improvements or acts. The judgment of any court of
competent jurisdiction or the admission of Tenant in any action against Tenant,
whether Landlord is a party thereto or not, that Tenant has violated any law,
statute, ordinance or governmental rule, regulation or requirement, shall be
conclusive of that fact as between Landlord and Tenant.
34. FORCE MAJEURE.
Any prevention, delay or stoppage of work to be performed by Landlord or Tenant
which is due to strikes, labor disputes, inability to obtain labor, materials,
equipment or reasonable substitutes therefor, acts of God, governmental
restrictions or regulations or controls, judicial orders, enemy or hostile
government actions, civil commotion, fire or other casualty, or other causes
beyond the reasonable control of the party obligated to perform hereunder, shall
excuse performance of the work by that party for a period equal to the duration
of that prevention, delay or stoppage. Nothing in this Article 34 shall excuse
or delay ▇▇▇▇▇▇'s obligation to pay Rent or other charges under this Lease.
35. CURING TENANT'S DEFAULTS.
If Tenant defaults in the performance of any of its obligations under this
Lease, Landlord may (but shall not be obligated to) without waiving such
default, perform the same for the account and at the expense of Tenant. Tenant
shall pay Landlord all costs of such performance promptly upon receipt of a bill
therefor.
36. SIGN CONTROL.
Tenant shall not affix, paint, erect or inscribe any sign, projection, awning,
signal or advertisement of any kind to any part of the Premises, Building or
Project, including without limitation, the inside or outside of windows or
doors, without the written consent of Landlord. Landlord shall have the right to
remove any signs or other matter, installed without ▇▇▇▇▇▇▇▇'s permission,
without being liable to Tenant by reason of such removal, and to charge the cost
of removal to Tenant as additional rent hereunder, payable within ten (10) days
of written demand by ▇▇▇▇▇▇▇▇.
37. MISCELLANEOUS.
a. Accord and Satisfaction; Allocation of Payments. No payment by Tenant or
receipt by Landlord of a lesser amount than the Rent provided for in this Lease
shall be deemed to be other than on account of the earliest due Rent, nor shall
any endorsement or statement on any check or letter accompanying any check or
payment as Rent be deemed an accord and satisfaction, and Landlord may accept
such check or payment without prejudice to Landlord's right to recover the
balance of the Rent or pursue any other remedy provided for in this Lease. In
connection with the foregoing, Landlord shall have the absolute right in its
sole discretion to apply any payment received from Tenant to any account or
other payment of Tenant then not current and due or delinquent.
b. Addenda. If any provision contained in an addendum to this Lease is
inconsistent with any other provision herein, the provision contained in the
addendum shall control, unless otherwise provided in the addendum.
c. Attorneys' Fees. If any action or proceeding is brought by either party
against the other pertaining to or arising out of this Lease, the finally
prevailing party shall be entitled to recover all costs and expenses, including
reasonable attorneys' fee, incurred on account of such action or proceeding.
d. Captions, Articles and Section Numbers. The captions appearing within the
body of this Lease have been inserted as a matter of convenience and for
reference only and in no way define, limit or enlarge the scope or meaning of
this Lease. All references to Article and Section numbers refer to Articles and
Sections in this Lease.
e. Changes Requested by ▇▇▇▇▇▇, Neither Landlord or Tenant shall unreasonably
withhold its consent to changes or amendments to this Lease requested by the
lender on Landlord's interest, so long as these changes do not alter the basic
business terms of this Lease or otherwise materially diminish any rights or
materially increase any obligations of the party from whom consent to such
change or amendment is requested.
(12)
[LETTERHEAD OF MASKATIYA, ▇▇▇▇ & CO., INC.]
REGENCY PLAZA
f. Choice of Law. This Lease shall be construed and enforced in accordance with
the laws of the State.
g. Consent. Notwithstanding anything contained in this Lease to the contrary,
Tenant shall have no claim, and hereby waives the right to any claim against
Landlord for money damages by reason of any refusal, withholding or delaying by
Landlord of any consent, approval or statement of satisfaction, and in such
event, ▇▇▇▇▇▇'s only remedies therefor shall be an action for specific
performance, injunction or declaratory judgment to enforce any right to such
consent, etc.
h. Corporate Authority. If Tenant is a corporation, each individual signing this
Lease on behalf of Tenant represents and warrants that he is duly authorized to
execute and deliver this Lease on behalf of the corporation, and that this Lease
is binding on Tenant in accordance with its terms. Tenant shall, at ▇▇▇▇▇▇▇▇'s
request, deliver a certified copy of a resolution of its board of directors
authorizing such execution.
i. Counterparts. This Lease may be executed in multiple counterparts, all of
which shall constitute one and the same Lease.
j. Execution of Lease; No Option. The submission of this Lease to Tenant shall
be for examination purposes only, and does not and shall not constitute a
reservation of or option for Tenant to lease, or otherwise create any interest
of Tenant in the Premises or any other premises within the Building or Project.
Execution of this Lease by Tenant and its return to Landlord shall not be
binding on Landlord notwithstanding any time interval, until Landlord has in
fact signed and delivered this Lease to Tenant.
k. Furnishing of Financial Statements; Tenant's Representations. In order to
induce ▇▇▇▇▇▇▇▇ to enter into this Lease Tenant agrees that it shall promptly
furnish Landlord, from time to time, upon ▇▇▇▇▇▇▇▇'s written request, including
but not limited to, financial statements prepared in accordance with generally
accepted accounting principles, including all required financial disclosures
reflecting ▇▇▇▇▇▇'s current financial condition. Tenant represents and warrants
that all financial statements, records and information furnished by Tenant to
Landlord in connection with this Lease are true, correct and complete in all
respects.
l. Further Assurances. The parties agree to promptly sign all documents
reasonably requested to give effect to the provisions of this Lease.
m. Mortgagee Protection. ▇▇▇▇▇▇ agrees to send by certified or registered mail
to any mortgagee or deed of trust beneficiary of Landlord whose address has been
furnished to Tenant, a copy of any notice of default served by Tenant on
Landlord. If Landlord fails to cure such default within the time provided for in
this Lease, such mortgagee or beneficiary shall have an additional thirty (30)
days to cure such default; provided that if such default cannot reasonably be
cured within thirty (30) day period, then such mortgagee or beneficiary shall
have such additional time to cure the default as is reasonably necessary under
the circumstances.
n. Prior Agreements; Amendments. This Lease contains all of the agreements of
the parties with respect to any matter covered or mentioned in this Lease, and
no prior agreement or understanding pertaining to any such matter shall be
effective for any purpose. No provisions of this Lease may be amended or added
to except by an agreement in writing signed by the parties or their respective
successors in interest.
o. Recording. Tenant shall not record this Lease without the prior written
consent of Landlord. Tenant, upon the request of ▇▇▇▇▇▇▇▇, shall execute and
acknowledge a "short form" memorandum of this Lease for recording purposes.
p. Severability. A final determination by a court of competent jurisdiction
that any provision of this Lease is invalid shall not affect the validity of any
other provision, and any provision so determined to be invalid shall, to the
extent possible, be construed to accomplish its intended effect.
q. Successors and Assigns. This Lease shall apply to and bind the heirs,
personal representatives, and permitted successors and assigns of the parties.
r. Time of the Essence. Time is of the essence of this Lease.
s. Waiver. No delay or omission in the exercise of any right or remedy of
Landlord upon any default by Tenant shall impair such right or remedy or be
construed as a waiver of such default.
t. All of Tenant's representations shall survive the execution of the Lease
Agreement, and shall be considered as though currently made.
The receipt and acceptance by Landlord of delinquent Rent shall not constitute a
waiver of any other default; it shall constitute only a waiver of timely payment
for the particular Rent payment involved.
No act or conduct of Landlord, including, without limitation, the acceptance of
keys to the Premises, shall constitute an acceptance of the surrender of the
Premises by Tenant before the expiration of the Term. Only a written notice from
Landlord to Tenant shall constitute acceptance of the surrender of the Premises
and accomplish a termination of the Lease.
▇▇▇▇▇▇▇▇'s consent to or approval of any act by Tenant requiring Landlord's
consent or approval shall not be deemed to waive or render unnecessary
Landlord's consent to or approval of any subsequent act by ▇▇▇▇▇▇.
Any waiver by Landlord of any default must be in writing and shall not be a
waiver of any other default concerning the same or any other provision of the
Lease.
The parties hereto have executed this Lease as of the date set forth on page 1.
MASKATIYA, SURI & CO., INC. MICROTEC RESEARCH INC.
--------------------------------------- ---------------------------------
By: /s/ ▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
Its: Vice President Its: President
----------------------------------- -----------------------------
----------------------------------- -----------------------------
----------------------------------- -----------------------------
Landlord Tenant
(13)
REGENCY PLAZA
BUILDING STANDARD IMPROVEMENTS
1. Partitions
Ceiling height partitions consisting of 2 1/2" metal studs at 24" O.C. with
5/8" gypsum board each side, taped and sanded smooth to receive paint.
Maximum: One (1) lineal foot per fifteen (15) square feet of useable area.
Included in this allowance are: demising walls, corridor walls,
boxing of columns and window heads and ▇▇▇▇▇.
2. Doors and Frames
3'-0" x full height solid core doors In metal frames, Building Standard
cherry finish.
Interior Doors: Two (2) pair butt hinges, door stop, ▇▇▇▇ ▇▇▇▇▇▇▇▇,
-------------- lever handle, Building Standard finish.
Single Entry Doors: Two (2) pair butt hinges, door stop, surface mounted
------------------ closer, SCHLAGE Lockset, lever handle, Building
Standard finish.
Maximum: One (1) Interior Door, frame and hardware per three hundred
(300) square feet of useable area.
One (1) Entry Door per Tenant per floor, or as required by Code.
3. Ceiling
Suspended acoustical ceiling at 8'-6" above floor, with 2' x 4' ▇▇▇▇▇▇▇▇▇
"Second Look II" regular lay-in ceiling tiles throughout Tenant's space.
4. Lighting
Recessed 2' x 4' parabolic fluorescent fixtures with two (2) energy-saving
lamps. Elevator lobbies and common toilet facilities will have lighting
selected by Landlord.
Maximum: Not to exceed one (1) fixture per eighty (80) square feet of
useable area.
5. Light Switches
Building Standard toggle switch and plastic cover plate at standard
height.
Maximum: One (1) double pair per two hundred fifty (250) square feet of
useable area.
6. Electrical Outlets
Building Standard wall-mounted duplex electrical outlet with plastic cover
plate at standard height.
Maximum: One (1) outlet per one hundred fifty (150) square feet of
useable area.
There shall be two (2) duplex outlets per office and outlets as mutually
agreed to in other rooms.
7. Telephone Outlets
Wall-mounted telephone outlet.
Maximum: One (1) outlet per two hundred (200) square feet of useable
area.
8. Floor Covering and Base
Building Standard tufted cut pile, 37 oz. Anso IV nylon fiber, glue
direct, or; resilient flooring in color selected by Tenant from Landlord's
standard colors, throughout Tenant's space. Resilient base, 2 1/2" carpet
type, in color selected by Tenant from Landlord's standard colors.
9. Paint
Stipple primer and one (1) coat satin finish latex enamel paint in colors
selected by Tenant from Building Standard selection. Not more than two (2)
colors in any single room or office, and not more than one (1) color per
wall.
10. Window Covering
Building Standard 1" aluminum mini-blinds, with tilt wand, on all exterior
windows. No deletions or substitutions allowed.
11. Fire Protection System
A fire protection system including fire alarms, annunciators, smoke
detectors and sprinklers, located in a Building Standard pattern to
conform with applicable codes. Any alterations or additions to said
system, required to accommodate Tenant Improvements, shall be at the
Tenant's sole expense.
12. Lighted Exit Lights
One (1) exit light per three thousand (3,000) square feet of useable area.
13. HVAC (Heating, Ventilating and Air Conditioning)
A complete year-round HVAC system engineered to handle normal office
useage, with ducted supply air through ceiling diffusers, zoned and
located in a Building Standard pattern. Return air through exhaust vents.
Any alterations or additions to said system, required to accommodate
Tenant Improvements, shall be at Tenant's sole expense.
14. Tenant Signage
One (1) Building Standard Tenant identification sign at Tenant's entry
door and inclusion in Building Lobby Directory.
*NOTE: IF THE MAXIMUM ALLOWANCE QUANTITIES SET FORTH ABOVE ARE USED IN EVERY
CATEGORY, THE BUILDOUT MAY EXCEED THE STANDARD BUILDOUT ALLOWANCE.
EXHIBIT D
[LETTERHEAD OF MASKATIYA, SURI & CO., INC]
REGENCY PLAZA
RULES AND REGULATIONS
The following Rules and Regulations are a material part of the lease obligation,
and shall be faithfully performed by ▇▇▇▇▇▇, it's employees, agents and
representatives. Serious penalties may be assessed against Tenant if these Rules
are not followed.
1. No sign, placard. picture. advertisement, name or notice shall be inscribed,
displayed or printed or affixed on or to any part of the outside or inside of
the Building without the written consent of Landlord first had and obtained and
Landlord shall have the right to remove any such sign, placard, picture,
advertisement, name or notice without notice to and at the expense of Tenant.
All approved signs or lettering on doors shall be printed, painted, affixed or
inscribed at the expense of Tenant by a person approved by Landlord. Tenant
shall not place anything or allow anything to be placed near the glass of any
window, door, partition or wall which may appear unsightly from outside the
Premises; provided, however; that Landlord may furnish and install a Building
standard window covering at all exterior windows. Tenant shall not without prior
written consent of Landlord cause or otherwise sunscreen any window.
2. The sidewalks, halls, passages, exits, entrances, elevators and stairways
shall not be obstructed by any of the Tenants or used by them for any purpose
other than for ingress and egress from their respective Premises.
3. The toilet rooms, urinals. wash bowls and other apparatus shall not be used
for any purpose other than that for which they were constructed and 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 Tenant who, or whose employees or invitees shall have caused it.
4. Tenant shall not overload the floor of the Premises or in any way deface the
Premises or any part thereof.
5. No furniture, freight or equipment of any kind shall be brought into the
building without the prior notice to Landlord and all moving of the same into or
out of the Building shall be done at such time and in such manner as Landlord
shall designate. Landlord shall have the right to prescribe the weight, size and
position of all safes and other heavy equipment brought into the Building and
also the times and manner or moving the same in and out of the Building. Safes
or other heavy objects shall, if considered necessary by Landlord, stand on
supports of such thickness as is necessary to properly distribute the weight.
Landlord shall not be responsible for loss of or damage to any such safe or
property from any cause and all damage done to the Building by moving or
maintaining any such safe or other property shall be repaired at the expense of
Tenant.
6. Tenant shall not use, 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 the Landlord or other
occupants of the Building by reason of noise, odors and/or vibrations, or
interfere in any way with other tenants or those having business therein, nor
shall any animals or birds be brought in or kept in or about the Premises or the
Building.
7. No cooking shall be done or permitted by any Tenant on the Premises, nor
shall the Premises be used for the storage of merchandise. for washing clothes,
for lodging, or for any improper, objectionable or immoral purposes. No cooking
other than microwave cooking.
8. Tenant shall not use or keep in the Premises or the Building any kerosene,
gasoline or inflammable or combustible fluid or material, or use any method of
heating or air conditioning other than that supplied by Landlord.
9. ▇▇▇▇▇▇▇▇ will direct electricians as to where and how telephone and
telegraph wires are to be introduced. No boring or cutting for wires will be
allowed without the consent of the Landlord. The location of telephone, call
boxes and other office equipment affixed to the Premises shall be subject to the
approval of Landlord.
10. On Saturdays, Sundays and legal holidays, and on other days between the
hours of 6:00 PM. and 8:00 A.M. the following day, access to the Building, or to
the halls, corridors, elevators or stairways in the Building or to the Premises
may be refused unless the person seeking access is known to the person or
employee of the Building in charge or has a pass or is properly identified. The
Landlord shall in no case be liable for damages for any error with regard to the
admission to or exclusion from the Building of any person. In case of invasion,
mob, riot, public excitement, or other commotion, the Landlord reserves the
right to prevent access to the Building during the continuance of the same by
closing of the doors or otherwise, for the safety of the Tenants and protection
of property in the Building and the Premises.
11. Landlord reserves the right to exclude or expel from the Building any
person who, in the judgment of Landlord, is intoxicated or under the influence
of liquor or drugs, or who shall in any manner do any act in violation of any of
the rules and regulations of the Building.
12. No vending machines or machines of any description shall be installed,
maintained or operated upon the Premises without the written consent of the
Landlord.
13. Landlord shall have the right, exerciseable without notice and without
liability to Tenant, to change the name and street address of the Building of
which the Premises are a part.
(1)
[LETTERHEAD OF MASKATIYA, ▇▇▇▇ & CO., INC.]
REGENCY PLAZA
14. Tenant shall not disturb, solicit, or canvass any occupant of the Building
and shall cooperate to prevent same.
15. Without the written consent of Landlord, Tenant shall not use the name of
the Building in connection with or in promoting or advertising the business of
Tenant except as ▇▇▇▇▇▇'s address.
16. Landlord shall have the right to control and operate the public portions of
the Building, and the public facilities, and heating and air conditioning, as
well as facilities furnished for the common use of the tenants, in such manner
as it deems best for the benefit of the tenants generally.
17. All entrance doors in the Premises shall be left locked when the Premises
are not in use, and all doors opening to public corridors shall be kept closed
except for normal ingress and egress from the Premises.
18. Tenant, it's employees, agents and representatives, shall be allowed to
park in areas designated as surface parking (1) one automobile for each 300
square feet of leased area free of charge, unless this service is discontinued
by Landlord, Landlord may impose a parking charge for each additional automobile
parked by Tenant, it's employees, agents and representatives. Automobiles
illegally parked shall be towed by Landlord, at the sole expense of ▇▇▇▇▇▇.
19. Landlord shall provide all utilities (including but not limited to HVAC,
power, water, janitorial) during normal business hours from 7:00 A.M. to 6:00
P.M., weekday, excluding legal holidays. Tenant shall pay for the use of any
utilities during hours or days other than those set forth above. Charges for
these utilities shall be based directly on usage, and at rates set by Landlord
from time to time. Tenant shall pay all such charges monthly, in addition to the
monthly base rent. See Addendum #8.
20. All deliveries to the Premise of tenants, that require use of trolleys,
carts, and can potentially disturb the free movement of people, can only be made
after normal business hours, as set forth above in Article 19, or as set by
Landlord. Wherever possible Tenant shall direct and use the freight elevator as
marked for deliveries. All deliveries have to be accessed from the delivery
entrance, and no deliveries will be permitted from the main entrances.
21. Tenant shall at the end of each weekday, deposit in an area within the
tenant's suite as designated by Tenant in writing to Landlord all cardboard
boxes and other heavy trash for removal by the janitors. Landlord shall provide
services for removal of all normally generated trash by office use. Landlord may
assess additional charges to Tenant, which charges must be paid monthly, for
removal of any trash other than normally generated office related trash.
▇▇▇▇▇▇▇▇'s judgment in determining the nature and identity of such trash shall
be final.
Tenant shall not deposit or leave any trash outside Tenant's suite, in a public
corridor. If Landlord is required to remove any such trash, Landlord shall
assess additional charges to Tenant.
In addition to the trash in the special designated area as set forth above, the
Janitors will remove only trash clearly deposited in wastebaskets.
22. Tenant, its employees, agents and representatives shall not deposit any
coffee grinds, tea bags or the like in any public washroom. To the extent
possible all such waste shall be deposited in a properly lined, waterproof
wastebasket.
23. If spots are created on the carpeting, floor covering, drapes etc.,
Landlord shall immediately cause these spots to be removed by dry cleaning or
whatever process required. Tenant shall pay for the cost of any such spot
removal.
24. Tenant shall not alter or install any new locks on any doors or windows
without first obtaining Landlord's written consent. Tenant shall, if permitted
by Landlord to install any special lock, provide Landlord with at least three
(3) keys for any such lock.
25. Tenant shall maintain a list of all employees with keys and access to the
building and Tenants suite. This list shall be updated no less than monthly, and
be provided to Landlord on the first day of each month.
26. Landlord may change, modify or add any rule and regulation. To the extent
possible, Landlord shall provide all Tenants with written notice of any such
change. ▇▇▇▇▇▇▇▇'s failure to so provide a notice can not be used by ▇▇▇▇▇▇ as
an excuse for non-observance of any rule or regulation.
27. If Landlord provides a security station within the building, Tenant shall
observe all check-in and check-out procedures as set by the Chief Security
Officer, for the Premises.
(2)
MASKATIYA, SURI & CO. INC.
23-Feb-88
REGENCY PLAZA ONE
SCHEDULE OF BASE YEAR OPERATING EXPENSES (1987 )
TOTAL COST/SF % OF TOTAL PROJECTED COST/SF
1987 @FULL OCC
1987
CATEGORY:
1 INSURANCE $23,709 $0.10 2.64% $ 28,000 $0.12
2 PGE 169,970 0.74 18.92% 305,000 1.32
3 TELEPHONE 9,000 0.04 1.00% 9,000 0.04
4 TRASH 7,571 0.03 0.84% 7,571 0.03
5 HVAC MAIN 18,256 0.08 2.03% 19,200 0.08
6 JANITOR 76,970 0.33 8.57% 180,180 0.78
7 ▇▇▇▇▇▇▇ 26,517 0.11 2.95% 26,517 0.11
8 PLANT RENTAL 4,658 0.02 0.52% 5,400 0.02
9 SECURITY 43,198 0.19 4.81% 43,198 0.19
10 WINDOW CLEAN 4,500 0.02 0.50% 4,500 0.02
11 ELEVATOR 18,164 0.08 2.02% 24,000 0.10
12 SALARIES 76,815 0.33 8.55% 76,815 0.33
13 PRINTING 1,927 0.01 0.21% 3,000 0.01
14 OFF SUPPLIES 15,771 0.07 1.76% 15,771 0.07
15 MAINT SUPPLIES 11,291 0.05 1.26% 15,000 0.06
16 PROPERTY TAX 284,113 1.23 31.63% 284,113 1.23
17 MISC 4,951 0.02 0.55% 4,951 0.02
18 PROF FEES 15,496 0.07 1.73% 15,496 0.07
19 LIFE SAFETY 12,809 0.06 1.43% 12,809 0.06
20 REPAIRS 5,288 0.02 0.59% 5,288 0.02
21 RENT 42,000 0.18 4.68% 42,000 0.18
22 CLUB MGR 25,200 0.11 2.81% 25,200 0.11
TOTAL $898,173 $3.89 100.00% $1,153,009 $4.99
THIS IS AN ADDENDUM TO AND PART OF THAT LEASE DATED JUNE 23, 1988 BY AND
BETWEEN ▇▇▇▇▇▇▇▇▇, SURI & COMPANY, INC., AS "LANDLORD", AND MICROTEC
RESEARCH, AS "TENANT", AND IS BEING ENTERED INTO AS AN ADDITIONAL
CONSIDERATION FOR THIS LEASE AND IS AS FOLLOWS:
1. Base Rent: See 2a and 2j of the Lease.
----------
Months 01-18: Shall be rent free including operating expenses ("rent
------------
concession" term).
Months 19-60: Shall be Thirty Eight Thousand Two Hundred Eighty Eight
------------
Dollars ($38,288.00) per month.
Landlord reserves the right to reschedule the rental structure, without
changing the effective rent. In no event shall the base rent be
increased. Landlord will give Tenant ninety (90) days prior notice of
any such change.
2. Option to Extend: Tenant is given one (1) five (5) year option to
-----------------
extend the term under all the provisions contained in this Lease. Rental
rate will be increased based on the increased San Francisco-Oakland All
Urban Consumers Price Index using 1988 as the base year. In no event
shall such increase exceed a simple non-cumulative increase of five
percent (5%) per year (i.e. 25%) on the base rental rate of $2.00 a
square foot.
("Extended term") following expiration of the initial term, shall be
invoked by giving notice of exercise of the option ("option notice") to
Landlord at least one hundred eighty (180) days before the expiration of
the term. Provided that, if Tenant is in default on the date of giving
the option notice, the option notice shall be totally ineffective, or
if Tenant is in default on the date the extended term is to commence,
the extended term shall not commence and this Lease shall expire at the
end of the initial term.
3. Option and Continuing Interest: For one six (6) month period
-------------------------------
commencing upon occupancy of the fifth floor Tenant shall have the right
to lease five thousand three hundred seventy three (5,373) square feet
on the fourth floor (per Exhibit E) under the same terms and conditions
of said Lease. Additional leased premises will be co-terminous with this
lease (but in no event for less than three (3) years). The load factor
on this multi-tenant floor is fourteen percent (14%). Tenant Improvement
allowance to be a maximum of Twenty Five Dollars ($25.00) per usable
square foot. The free rent period on the optioned space shall be
coterminous with the free rent of the initially leased space.
On month seven (7) of the Lease, the Option to Extend shall convert to a
First Right of Refusal with the following provisions.
Area to include the original five thousand three hundred seventy
three (5,373) square feet or any portion of that same five thousand
three hundred seventy three (5,373) square feet that remains on the
fourth (4th) floor. (Exhibit E)
If Landlord receives a bona fide offer from a third party with
respect to such additional space, Landlord shall notify Tenant of
the terms under which Landlord would be willing to lease such
additional space.
Tenant shall have three (3) working days from the date of
receipt of such notice within which to accept or reject the
offer in writing. Should Tenant fail to respond in writing, said
offer shall be deemed rejected. In the event such lease to a
third party is not consummated as contemplated by such bona fide
offer, any new determination by Landlord to Lease shall be
considered a new transaction and the provisions of this
Paragraph shall be applicable.
4. Meeting space: Landlord will provide Tenant with the use of 1,200
-------------
plus or minus square feet of space within Regency Plaza for Tenant's
monthly employee assembly. Tenant will make reservations for the use
of this space not less than ten (10) working days prior to proposed
use.
5. Existing Rent Obligation: In order to accommodate an occupancy date
------------------------
of October 1, 1988 (or substantial completion date as appropriate),
Landlord will reimburse Tenant for the payment of all lease payments
and triple net (NNN) fees associated with their present tenancy. In
no event will ▇▇▇▇▇▇▇▇'s obligation exceed Nineteen Thousand Seven
Hundred Seventy Three Dollars ($19,773.00) per month. These
reimbursements shall commence upon occupancy at Regency Plaza and
partial months shall be pro rated appropriately. ▇▇▇▇▇▇▇▇ will
reimburse Tenant monthly upon written evidence that the Tenant has
paid the rental charges for its tenancy at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇ ▇▇▇▇▇. Payments to be made within five (5) working days after
receipt of said invoice. Payments shall terminate February 1, 1989.
6. Tenant Improvements: Landlord will provide turnkey improvements as
-------------------
per the attached floor plan, Exhibit "A" and Exhibit "B" Building
Standard Work letter.
7. Office Wiring: Landlord will provide telecommunications service to
-------------
include ethernet cabling and drops, serial terminal drops and
telephone drops. This telecommunication system is based upon the
needs set forth in the attached Exhibit C and relates only to the
wiring on the fifth floor. All such wiring needed by the attached
Exhibit C shall be completed prior to Tenant's occupancy. ▇▇▇▇▇▇▇▇'s
obligation for said wiring shall then cease. Cost of said wiring is
not to exceed Thirty Five Thousand Dollars ($35,000.00). The Tenant
agrees that this service will be provided by Introlink. Landlord will
have the right to use Tenant's existing equipment as necessary (the
down time for tenant is to be mutually agreed upon). In the event the
cost of this wiring is less than Thirty Five Thousand Dollars
($35,000.00) any savings up to Ten Thousand Dollars ($10,000.00) will
be applied to the Tenant's moving expenses. In the event the cost of
wiring exceeds Thirty Five Thousand Dollars ($35,000.00) all
additional costs will be paid by ▇▇▇▇▇▇. Whenever available
warranties will be granted to the Tenant with respect to the
foregoing paragraph.
8. SERVICES AND UTILITIES
----------------------
It is understood that power and HVAC will be provided on a 24 hour
basis to certain designated areas within the premises.
9. ALTERATIONS AND ADDITIONS
-------------------------
Notwithstanding the foregoing, Tenant shall obtain a comprehensive
bid from a contractor acceptable to Landlord for any such additions
and alterations.
Landlord shall have the right, but not the obligations, to complete
such additions and alterations for the same cost as the first
acceptable bid.
THIS AMENDMENT is executed at Santa Clara, California
------------------------------------------
_______________________________________________________ this 19th day of
-----------
June, 1989, by and between Microtec Research, Incorporated, A California
---- ---- --------------------------------------------
Corporation ("Lessee") and Maskatiya, Suri & Company, Incorporated, A California
---------------------- -----------------------------------------------------
Corporation By: Regency Plaza Office Building One, Incorporated, A Delaware
---------------------------------------------------------------------------
Corporation
-----------
("Lessor"), for the premises located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
-------------------------------------
#500, Santa Clara, California 95054 ("Premises").
-----------------------------------
Lessor and Lessee, being parties to that Lease dated June 23, 1988 hereby
------- --
express their mutual desire and intent to amend ▇▇▇▇▇▇'s tern of lease as
follows:
AMENDMENT
---------
In the above referenced Lease, ▇▇▇▇▇▇'s lease tern commenced on October 1, 1988
--
and ended on September 30, 1993. Lessee's revised lease term shall
------------ --
commence on November 1, 1988 and end on October 31, 1993.
---------- ---- ---------- ----
INCORPORATION
-------------
Except as modified herein, all other terms and conditions of the Lease between
the parties above described shall continue in full force and effect.
LESSOR: LESSEE:
MASKATIYA, SURI, & COMPANY MICROTEC RESEARCH, INCORPORATED
INCORPORATED, A DELAWARE A CALIFORNIA CORPORATION
CORPORATION; BY: REGENCY
PLAZA OFFICE BUILDING ONE,
INCORPORATED, A DELAWARE
CORPORATION
BY /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ BY /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------- ---------------------------
(Authorized Signature) (Authorized Signature)
Vice-President ▇▇▇▇▇▇ ▇. ▇▇▇▇, President
---------------------------- ---------------------------
(Title) (Title)
7/14/89
---------------------------- ---------------------------
(Execution Date) (Execution Date)
BY BY
---------------------------- ---------------------------
(Authorized Signature) (Authorized Signature)
---------------------------- ---------------------------
(Title) (Title)
POSSESSION LETTER
-----------------
Tenant Name: Microtec Research
Suite Number: 500
Dated: November 2, 1988
We, the undersigned, have accepted the Premises as complete, and ready for
occupancy, pursuant to our Lease Agreement with Maskatiya, Suri & Co., Inc.
"Landlord" (except for punch list items which Landlord shall complete).
We understand that rent commences as of occupancy, December 3, 1987.
We have received the following:
70 Sets of suite keys.
----
35 XCI access cards for 24 hour building access.
----
Punch list (attached).
We understand that the keys and magnetic cards are Landlords property, and are
to be returned upon Landlords reasonable demand or upon termination of
occupancy. We agree to advise Landlord of any additional copies made of the
above sets, and to keep a record of each such user.
Signed:
-----------------------
Dated:
-----------------------
Please Print
Name:
-----------------------
Title:
-----------------------
REGENCY PLAZA
OFFICE BUILDING LEASE
This Lease is made between REGENCY PLAZA INTERNATIONAL, INC., a Delaware
---------------------------------
Corporation, ("Landlord"), and MICROTEC RESEARCH INC., a California
------------------------------------
Corporation,("Tenant") and is dated as of April 5, 1991.
---------------------
1. LEASE OF PREMISES.
In consideration of the Rent (as defined at Section 5.4) and the provisions of
this Lease, Landlord leases to Tenant and Tenant leases from Landlord the
Premises shown by diagonal or outlines on the floor plans attached hereto as
Exhibits "A", and "A-1", and further described at Section 2(i). The premises
are located within the Building and Project described in Section 2(m). Tenant
shall have the non-exclusive right (unless otherwise provided herein) in common
with Landlord, other tenants, subtenants and invitees, to use of the Common
Areas, as defined at Section 2(e).
2. DEFINITIONS.
As used in this Lease, the following terms shall have the following amounts or
meanings:
a. Base Rent: $30,000 per annum, (Thirty thousand dollars only).
b. Base Year: 1990.
c. Broker(s) and Sales Agent(s): None.
d. Commencement Date: June 1, 1991,
e. Common Areas: The Building's lobbies, common corridors and hallways,
restrooms, garage and parking areas, stairways, elevators and other generally
understood public or common areas. Landlord shall have the right to regulate or
restrict the use of the Common Areas.
f. Expense Stop: None.
g. Expiration Date: May 31, 1996, unless otherwise sooner terminated in
------------
accordance with the provisions of this Lease.
h. Index (Section 5.2): United States Department of Labor, Bureau of Labor
Statistics Consumer Price Index for All Urban Consumers, San Francisco Bay Area
Average, Subgroup "All Items". (1967=100).
i. Landlord's Mailing Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇, ▇▇, ▇▇▇▇▇; (▇▇▇)▇▇▇-▇▇▇▇.
Tenant's Mailing Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
j. Monthly Installments of Base Rent: $2,500 (Two Thousand Five Hundred Dollars
Only).
k. Parking: Tenant shall be permitted, upon payment of the then prevailing
monthly rate (as set by Landlord from time to time) to park Four (4) cars on a
non-exclusive basis in the area(s) designated by Landlord for parking. Tenant
shall abide by any and all parking regulations and rules established from time
to time by Landlord or Landlord's parking operator. Landlord reserves the right
to separately charge ▇▇▇▇▇▇'s guests and visitors for parking.
l. Premises: That portion of the Building containing approximately 1,313 square
------------
feet of Rentable Area, as set forth in Exhibit "A", located on the Second Floor
---- ------------
of the Building and known as Suite #275.
----------
m. Project: The Building of which the Premises are a part (the "Building"), the
Land on which the Building is situated and any other improvements on the real
property (the "Property") located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and further described at Exhibit "B". The Project is known as
REGENCY PLAZA ONE.
n. Rentable Area: The measurements of floor area as may, from time to time, be
subject to lease by ▇▇▇▇▇▇ and all tenants of the Project, respectively, as
determined by Landlord and applied on a consistent basis throughout the Project.
o. Security Deposit (Article 7): $2,500 (Two Thousand Five Hundred Dollars
Only).
p. State: The State of California.
q. Tenant's First Adjustment Date (Section 5.2): The first day of the Thirty-
first (31) month of the Lease Term, and each anniversary of the commencement
date of the lease thereafter.
r. Tenant's Proportionate Share: 0.5%, Such share is a fraction, the numerator
of which is the Rentable Area of the Premises, and the denominator of which is
the Rentable Area of the Project, as determined by Landlord from time to time.
The Project consists of one Building containing a total Rentable Area of
approximately 224,000 square feet. Landlord reserves the right to change the net
rentable area without notice to Tenant and Landlord's figures shall be binding.
s. Tenant's Use Clause (Article 8): General office use.
MASKATIYA, SURI & CO., INC.
INVESTMENT BANKERS - REAL ESTATE DEVELOPERS
(1)
t. Term: The period commencing on the Commencement Date and expiring at
midnight on the Expiration Date: Five (5) Years.
3. EXHIBITS AND ADDENDA.
The exhibits and addenda listed below are incorporated by reference in this
Lease:
a. Exhibit "A" - Floor Plans showing the Premises.
b. Exhibit "B" - Site Plan of the Project.
c. Exhibit "C" - Building Standard Work Letter.
d. Exhibit "D" - Rules and Regulations.
4. DELIVERY OF POSSESSION.
"Delivery of Possession" shall be the day which is the earlier of; (i) the date
on which Landlord substantially completes its work as set forth in Exhibit "C"
or, (ii) the date on which the tenant commences its business from the premises.
If for any reason Landlord does not deliver possession of the Premises to Tenant
on the Commencement Date, Landlord shall not be subject to any liability for
such failure. The Expiration Date shall be extended day for day to reflect the
delay in commencement and the validity of this Lease shall not be impaired, but
Rent shall be abated until delivery of possession. If Landlord permits Tenant to
enter into possession of the Premises before the Commencement Date, such
possession shall be subject to the provisions of this Lease, including, without
limitation, the payment of Rent.
5. RENT.
5.1 Payment of Base Rent.
▇▇▇▇▇▇ agrees to pay the Base Rent for the Premises. Monthly Installments of
Base Rent shall be payable in advance on the first day of each calendar month of
the Term. If the Term begins (or ends) on other than the first (or last) day of
a calendar month, the Base Rent for the partial month shall be prorated on a
per diem basis on the basis of a 30 day month (except February, which may be 28
or 29 days). Tenant shall pay Landlord the first Monthly Installment of Base
Rent when Tenant executes this Lease.
5.2 Adjusted Base Rent.
a. The amount of Base Rent (and the corresponding Monthly Installments of Base
Rent) payable hereunder shall be adjusted annually (the "Adjustment Date"),
commencing on Tenant's First Adjustment Date and on the anniversary date of the
commencement of the lease thereafter. Adjustments, if any, shall be based upon
increases (if any) in the Index. The Index in publication three (3) months
before the Commencement Date shall be the "Base Index." On each Adjustment Date,
the Base Rent shall be increased by a percentage equal to the percentage
increase, if any, in the Index in publication three (3) months before the
Adjustment Date (the "Comparison Index") over the Base Index ("Adjusted Base
Rent"). In the event the Comparison Index in any year is less than the
Comparison Index (or Base Index, as the case may be) for the preceding year, the
Base Rent shall remain the amount of Base Rent payable during that preceding
year. When the adjusted Base Rent payable as of each Adjustment Date is
determined, Landlord shall give Tenant written notice of such adjusted Base Rent
and the manner in which it was computed. The adjusted Base Rent shall thereafter
be the "Base Rent" for all purposes under this Lease.
b. If at any Adjustment Date the Index no longer exists in the form described in
this Lease, Landlord may substitute any substantially equivalent official index
published by the Bureau of Labor Statistics or its successor. landlord shall use
any appropriate conversion factors to accomplish such substitution. The
substitute index shall than become the "Index" hereunder.
5.3 Project Operating Costs.
a. In order that the Rent (as further defined in Section 5.4) payable during the
term, reflect any increase in Project Operating Costs, ▇▇▇▇▇▇ agrees to pay to
Landlord as Rent, ▇▇▇▇▇▇'s Proportionate Share of all increases in costs,
expenses and obligations attributable to the Project and its operation, as
provided below.
b. If, during any calendar year during the Term, Project Operating Costs exceed
the Project Operating Costs for the Base Year, [or the Expense Stop, if one is
provided in Section 2 (f)], Tenant shall pay to Landlord, in addition to the
Base Rent and all other payments due under this Lease, an amount equal to
Tenant's Proportionate Share of such excess Project Operating Costs in
accordance with the provisions of this Section.
(1) The term "Project Operating Costs" shall include all those items described
in the following subparagraphs (a) and (b).
(a) Taxes: All taxes, assessments, water and sewer charges and other
similar governmental charges levied on or attributable to the Building or
Project or their operation, including without limitation; (i) real property
taxes or assessments levied or assessed against the Building or Project, (ii)
assessments or charges levied or assessed against the Building or Project by any
redevelopment agency, and (iii) any tax measured by gross rentals received from
the leasing of the Premises, Building or Project, excluding any net income,
franchise, capital stock, estate or inheritance taxes imposed by the State or
Federal Government or their agencies, branches or departments; provided that if
any time during the Term any governmental entity levies, assesses or imposes on
Landlord any: (1) general or special, ad valorem or specific, excise, capital
levy or other tax, assessment, levy or charge directly on the Rent received
under this Lease or on the rent received under any other leases of space in the
Building or Project; or (2) any license fee, excise or franchise tax,
assessment, levy or charge measured by or based, in whole or in part, upon such
rent; or (3) any transfer, transaction, or similar tax, assessment, levy or
charge based directly or indirectly upon the transaction represented by this
Lease or such other leases; or (4) any occupancy, use, per capita or other tax,
assessment, levy or charge based directly or indirectly upon the use or
occupancy of the Premises or other premises within the Building or Project, then
any such taxes, assessments, levies and charges shall be deemed to be included
in the term Project Operating Costs. If at any time during the Term the assessed
valuation of, or taxes on, the Project are not based on a completed Project
having at least eighty-five percent (85%) of the Rentable Area occupied, then
the "taxes" component of Project Operating Costs shall be adjusted by
MASKATIYA, SURI & CO., INC.
INVESTMENT BANKERS - REAL ESTATE DEVELOPERS
(2)
9. SERVICES AND UTILITIES.
Provided that Tenant is not in default hereunder, Landlord agrees to furnish to
the Premises, during generally recognized business days and during hours
determined by Landlord, in its sole discretion, and subject to the Rules and
Regulations of the Building or Project electricity for normal desk top office
equipment and normal copying equipment, and heating, ventilation and air
conditioning ("HVAC") as required in Landlord's judgment for the comfortable use
and occupancy of the Premises. If Tenant desires HVAC at any other time,
Landlord shall use reasonable efforts to furnish such services upon reasonable
notice from Tenant and Tenant shall pay Landlord's charges therefore on demand.
Landlord shall also maintain and keep lighted the common stars, common entries
and restrooms in the Building. Landlord shall not be in default hereunder or be
liable for any damages directly or indirectly resulting from, nor shall the Rent
be abated by reason of: (i) the installation, use or interruption of use of any
equipment in connection with the furnishing of any of the foregoing services;
(ii) failure to furnish or delay in furnishing any such services where such
failure or delay is caused by accident or any condition or event beyond the
reasonable control of Landlord, or by the making of necessary repairs or
improvements to the Premises, Building or Project; or (iii) the "limitation,
curtailment or rationing of, or restrictions on, use of water, electricity, gas
or any other form of energy serving the Premises, Building or Project. Landlord
shall not be liable under any circumstances for a loss of or injury to property
or business, however occurring, through or in connection with or incidental to,
failure to furnish any such services. If Tenant uses heat generating machines or
equipment in the Premises which affect the temperature otherwise maintained by
the HVAC system, Landlord reserves the right to install supplementary air
conditioning units in the Premises and the cost thereof, including the cost of
installation, operation and maintenance thereof, shall be paid by Tenant to
Landlord upon demand by Landlord.
Tenant shall not, without the written consent of Landlord, use any apparatus or
device in the Premises, including without limitation, machines using in excess
of 120 volts, which consumes more electricity than is usually furnished or
supplied for the use of premises as general office space, as determined by
Landlord. Tenant shall not connect any apparatus with electric current except
through existing electrical outlets in the Premises. Tenant shall not consume
water or electric current in excess of that usually furnished or supplied for
the premises as general office space (as determined by Landlord), without first
procuring the written consent of Landlord, which Landlord may refuse, and in the
event of consent, Landlord may have installed a water meter or electrical
current meter in the Premises to measure the amount of water or electric current
consumed. The cost of any such meter and of its installation, maintenance and
repair shall be paid for by the Tenant and ▇▇▇▇▇▇ agrees to pay to Landlord
promptly upon demand for all such water and electric current consumed as shown
by said meters, at the rates charged for such services by the local public
utility plus any additional expense incurred in keeping account of water and
electric current so consumed. If a separate meter is not installed, the excess
cost for such water and electric current shall be established by an estimate
made by a utility company or electrical engineer hired by Landlord at Tenant's
expense.
Nothing contained in this Article shall restrict Landlord's right to require at
any time separate metering of utilities furnished to the Premises. In the event
utilities are separately metered, Tenant shall pay promptly upon demand for
all utilities consumed at utility rates charged by the local public utility plus
any additional expenses incurred by Landlord in keeping account of the utilities
so consumed. Tenant shall be responsible for the cost of maintenance and repair
of any such meters at its sole cost.
Landlord shall furnish elevator service, lighting replacement for building
standard lights, restroom supplies, window washing and janitor services in a
manner that such services are customarily furnished to comparable office
buildings in the area.
10. CONDITION OF THE PREMISES.
Tenants taking possession of the Premises shall be deemed conclusive evidence
that as of the date of taking possession the Premises are in good order and
satisfactory condition, except for such matters as to which ▇▇▇▇▇▇ gave Landlord
notice on or before the Commencement Date. No promise of Landlord to alter,
remodel, repair or improve the Premises, the Building or the Project and no
representation, express or implied, respecting any matter or thing relating to
the Premises, Building, Project or this Lease (including, without limitation,
the condition of the Premises, the Building or the Project) have been made to
Tenant by Landlord or its Broker Agent, other than as may be contained herein or
in a separate exhibit or addendum signed by Landlord and Tenant.
11. CONSTRUCTION, REPAIRS AND MAINTENANCE
a. Landlord's Obligations:
Landlord shall maintain in good order, condition and repair the Building
and all portions of the Premises not the obligation of Tenant or of any other
tenant in the Building.
b. Tenant's Obligations:
(1) Tenant at Tenant's sole expense shall, except for services furnished
by Landlord pursuant to Article 9 hereof, maintain the Premises in good order,
condition and repair, including the interior surfaces of the ceilings, walls and
floors, all doors, all interior equipment, all plumbing, pipes and fixtures,
electrical wiring, switches and fixtures, Building Standard furnishings and
special items and equipment installed by or at the expense of Tenant or Landlord
(2) Tenant shall be responsible for all repairs and alterations in and to
the Premises, Building and Project and the facility and systems thereof, the
need for which arises out of; (i) Tenant's use or occupancy of the Premises;
(ii) the installation, removal, and or operation of Tenant's Property (as
defined in Article 13) in the Premises; (iii) the moving of Tenant's Property
into or out of the Building; or (iv) the act, omission, misuse or negligence of
Tenant, its agents, contractors, employees or invitees.
(3) If Tenant fails to maintain the Premises in good order, condition and
repair, Landlord shall give Tenant notice to do such acts as are reasonably
required to so maintain the Premises, If Tenant fails to promptly commence such
work and diligently prosecute it to completion, then Landlord shall have the
right to do such acts and expend such funds at the expense of Tenant as are
reasonably required to perform such work. Any amount so expended by Landlord
shall be paid by Tenant promptly after demand with interest at the prime
commercial rate then being charged by Bank of America NT & SA, (or such other
Bank as may be comparable in Landlord's opinion) plus six percent (6%) per
annum, but not to exceed the maximum rate then allowable by law, from the date
of commencement of such work till
MASKATIYA, SURI & CO., INC.
INVESTMENT BANKERS - REAL ESTATE DEVELOPERS
(4)
paid for by Tenant Landlord shall have no liability to Tenant for any damage,
inconvenience, or interference with the use of the Premises by ▇▇▇▇▇▇ as a
result of performing any such work.
c. Compliance with Law:
Landlord and Tenant shall each do all acts required to comply with all
applicable laws, ordinance, and rules of any public authority relating to their
respective maintenance obligations as set forth herein.
d. Waiver by ▇▇▇▇▇▇
Tenant expressly waives the benefits of any statute now or hereafter in effect
which would otherwise afford the Tenant the right to make repairs at Landlord's
expense or to terminate this Lease because of Landlord's failure to keep the
Premises in good order, condition and repair.
e. Load and Equipment Limits:
Tenant shall not place a load upon any floor of the Premises which exceeds the
load per square foot which such floor was designed to carry, (as of the date of
this Lease, the maximum permitted load is eighty (80) pounds per square foot,
but this is subject to change by Landlord without notice), as determined by
Landlord or Landlord's structural engineer. The cost of any such determination
made by ▇▇▇▇▇▇▇▇'s structural engineer shall be paid for by Tenant upon demand.
Tenant shall not install business machines or mechanical equipment which cause
noise or vibration to such a degree as to be objectionable to Landlord or other
Building tenants.
f. Except as otherwise expressly provided in this Lease, Landlord shall have no
liability to Tenant nor shall Tenant's obligations under this Lease be reduced
or abated in any manner whatsoever by reason of any inconvenience, annoyance,
interruption or injury to business arising from Landlord's making any repairs or
changes which Landlord is required to make or be permitted by this Lease or by
any other tenant's lease or required by law to make in or to any portion of the
Project, Building or the Premises. Landlord shall nevertheless use reasonable
efforts to minimize any interference with ▇▇▇▇▇▇'s business in the Premises.
g. Tenant shall give Landlord prompt notice of any damage to or defective
condition in any part or appurtenance of the Building's mechanical, electrical,
plumbing, HVAC or other systems serving, located in, or passing through the
Premises.
h. Upon the expiration or earlier termination of this Lease, Tenant shall
return the Premises to Landlord, clean and in the same condition as on the date
Tenant took possession, except for normal wear and tear. Any damage to the
Premises, including any structural damage, resulting from ▇▇▇▇▇▇'s use or from
the removal of Tenant's fixtures, furnishings and equipment pursuant to Section
13(b) shall be repaired by Tenant at Tenant's expense. If tenant fails to remove
or repair the premises to a reasonable state as may be directed by Landlord,
Landlord may make all necessary repairs (but is not obligated to) for and on
account of Tenant. Tenant shall, within ten (10) days alter a notice has been
delivered to Tenant, pay all such costs, including a charge for interest as
determined by Landlord and ▇▇▇▇▇▇▇▇'s fee for all such work. If Tenant fails to
pay these costs, then, in addition to other rights and remedies available to
Landlord at law or in equity resulting from such non payment, Landlord may
deduct all such costs from any Security Deposit provided to Landlord.
12. ALTERATIONS AND ADDITIONS
a. Tenant shall not make any additions, alterations or improvements to the
Premises without obtaining the prior written consent of Landlord. ▇▇▇▇▇▇▇▇'s
consent may be conditioned on ▇▇▇▇▇▇'s removing any such additions, alterations
or improvements upon the expiration of the Term and restoring the Premises to
the same condition as on the date Tenant took possession. All work with respect
to any addition, alteration or improvement shall be done in a good and
workmanlike manner by properly qualified and licensed personnel approved by
Landlord, and such work shall be diligently prosecuted to completion. Landlord
may, at ▇▇▇▇▇▇▇▇'s option, require that any such work be performed by Landlord
or Landlord's designated contractor, in which case, the cost of such work shall
be paid for before commencement of the work. In addition to the foregoing,
Tenant shall pay to Landlord, a supervision and administrative fee of fifteen
percent (15%) of the cost of the work. If Landlord allows ▇▇▇▇▇▇'s contractor to
do such alterations, Tenant shall provide any and all documents required by
Landlord to review and approve in its sole and absolute discretion. ▇▇▇▇▇▇'s
contractor shall observe all rules and regulations as set forth by Landlord,
including but not limited to Landlord's rules for construction contractors.
b. Tenant shall pay the costs of any work done on the Premises pursuant to
Section 12 (a), and shall keep the Premises, Building and Project free and clear
of liens of any kind. Tenant shall indemnity, defend against and keep Landlord
free and harmless from all liability, loss, damage, costs, attorneys' fees and
any other expense incurred on account of claims by any person performing work or
furnishing materials or supplies for Tenant or any person claiming under Tenant.
Tenant shall keep Tenant's leasehold interest, and any additions or improvements
which are or become the property of Landlord under this Lease, free and clear of
all attachment or judgment liens. Before the actual commencement of any work for
which a claim or lien may be filed, Tenant shall give Landlord notice of the
intended commencement date sufficient time, before that date, to enable Landlord
to post notices of non-responsibility or any other notices which Landlord deems
necessary for the proper protection of ▇▇▇▇▇▇▇▇'s interest in the Premises,
Building or the Project, and Landlord shall have the right to enter the Premises
and post such notices at any reasonable time.
c. Landlord may require, at ▇▇▇▇▇▇▇▇'s sole option, that Tenant provide to
Landlord, at Tenant's expense, a lien and completion bond in an amount equal to
at least one and one-half (1 1/2) times the total estimated cost of any
additions, alterations or improvements to be made in or to the Premises, to
protect Landlord against any liability for mechanic's and materialmen's liens
and to insure timely completion of the work. Nothing contained in this Section
12(c) shall relieve Tenant of its obligation under Section 12(b) to keep the
Premises, Building and Project free of all liens.
d. Unless their removal is required by ▇▇▇▇▇▇▇▇ as provided in Section 12(a),
all additions, alterations and improvements made to the Premises shall become
the property of Landlord and be surrendered with the Premises upon the
expiration of the Term; provided, however, Tenant's equipment, machinery and
trade fixtures which can be removed without damage to the Premises shall remain
the property of Tenant and may be removed, subject to the provisions of Section
13(b).
MASKATIYA, SURI & CO., INC.
INVESTMENT BANKERS - REAL ESTATE DEVELOPERS
(6)
13. LEASEHOLD IMPROVEMENTS; TENANT'S PROPERTY.
a. All fixtures, equipment, improvements and appurtenances attached to or built
into the Premises at the commencement of or during the Term, whether or not by
or at the expense of Tenant ("Leasehold Improvements"), shall be and remain a
part of the Premises, shall be the property of Landlord and shall not be removed
by Tenant, except as expressly provided in Section 13(b).
b. All movable partitions, business and trade fixtures, machinery and
equipment, communications equipment and office equipment located in the premises
and acquired by the tenant, without expense to Landlord, which can be removed
without structural damage to the Building, and all furniture, furnishings and
other articles of movable personal properly owned by Tenant and located in the
Premises (collectively "Tenant's Property') shall be and shall remain the
property of Tenant and may be removed by Tenant at any time during the Term;
provided that if any of Tenant's Property is removed, Tenant shall promptly
repair any damage to the Premises or to the Building resulting from such
removal.
14. RULES AND REGULATIONS.
Tenant agrees to comply with (and cause its agents, contractors, employees and
invitees to comply with) the rules and regulations attached hereto as Exhibit
"D" and with such reasonable modifications thereof and additions thereto as
Landlord may from time to time make. Landlord shall not be responsible for any
violation of said rules and regulations by other tenants or occupants of the
Building or Project.
15. CERTAIN RIGHTS RESERVED BY LANDLORD.
Landlord reserves the following rights, exercisable without liability to Tenant
for, (a) damage or injury to property, person or business; (b) causing an actual
or constructive eviction from the Premises; or (c) disturbing Tenant's use or
possession of the Premises:
a. To name the Building and Project and to change the name or street address of
the Building or Project;
b. To install and maintain all signs on the exterior and interior of the
Building and Project;
c. To have pass keys to the Premises and all doors within the Premises,
excluding ▇▇▇▇▇▇'s vaults and safes;
d. At any time during the Term, and to the extent possible on reasonable prior
notice to Tenant, to inspect the Premises, and to show the Premises to any
prospective purchaser or mortgagee of the Project, or to any assignee of any
mortgage on the Project, or to others having an interest in the Project or
Landlord, and during the last six months of the Term, to show the Premises to
prospective tenants thereof; and
e. To enter the Premises for the purpose of making inspections, repairs,
alterations, additions or improvements to the Premises or the Building
(including, without limitation, checking, calibrating, adjusting or balancing
controls and other parts of the HVAC system), and to take all steps as may be
necessary or desirable for the safety, protection, maintenance or preservation
of the Premises or the Building or Landlord's interest therein, or as may be
necessary or desirable for the operation or improvement of the Building or in
order to comply with laws, orders or requirements of governmental or other
authority. Landlord agrees to use its best efforts (except in an emergency) to
minimize interference with ▇▇▇▇▇▇'s business in the Premises in the course of
any such entry.
16. ASSIGNMENT AND SUBLETTING.
a. Tenant shall not, without the prior written consent of Landlord, assign or
hypothecate this Lease or any interest herein or sublet the Premises or any part
thereof, or permit the use of the Premises by any party other than Tenant. Any
of the foregoing acts without such consent shall be void and shall, at the
option of Landlord, terminate this Lease. This Lease shall not, nor shall any
interest of Tenant herein, be assignable by operation of law without the written
consent of Landlord.
b. No subletting or assignment shall release Tenant of Tenant's obligations
under this Lease or alter the primary liability of Tenant to pay the Rent and to
perform all other obligations to be performed by Tenant hereunder. The
acceptance of Rent by Landlord from any other person shall not be deemed to be a
waiver by Landlord of any provision hereof. Consent to one assignment or
subletting shall not be deemed consent to any subsequent assignment or
subletting. In the event of default by an assignee or subtenant of Tenant or any
successor of ▇▇▇▇▇▇ in the performance of any of the terms hereof, Landlord may
proceed directly against Tenant without the necessity of exhausting remedies
against such assignee, subtenant or successor. Landlord may consent to
subsequent assignments of the Lease or subletting or amendments or modifications
to the Lease with assignees of Tenant, without notifying Tenant, or any
successor of Tenant, and without obtaining its or their consent thereto and any
such actions shall not relieve Tenant of liability under this Lease.
c. If Tenant assigns the Lease or sublets the Premises or requests the consent
of Landlord to any assignment or subletting or if Tenant requests the consent of
Landlord for any act that Tenant proposes to do, then Tenant shall, upon demand,
pay Landlord an administrative fee of two thousand and NO/100 ($2,000.00) plus
any attorney's fees reasonably incurred by Landlord in connection with such act
or request.
d. Notwithstanding the provisions of Paragraphs (a) and (b) above, Tenant may
assign this Lease or sublet the Premises or any portion thereof, without
Landlord's consent and without extending any recapture or termination option to
Landlord, to any corporation which controls, is controlled by or is under common
control with Tenant, or to any corporation resulting from a merger or
consolidation with Tenant, or to any person or entity which acquires all the
assets of Tenant's business as a going concern, provided that: (i) the assignee
or sublessee assumes, in full, the obligations of Tenant under this Lease; (ii)
Tenant remains fully liable under this Lease; and (iii) the use of the Premises
under Article 8 remains unchanged.
MASKATIYA, SURI & CO., INC.
INVESTMENT BANKERS - REAL ESTATE DEVELOPERS
(7)
17. HOLDING OVER.
If after expiration of the Term, Tenant remains in possession of the premises
with ▇▇▇▇▇▇▇▇'s permission (express or implied), Tenant shall become a tenant
from month to month only, upon all the provisions of this Lease (except as to
Term and Base Monthly Rent), but the Monthly Installments of Base Rent" payable
by Tenant shall be increased to one hundred fifty percent (150%) of the Monthly
Installments of Base Rent payable by Tenant at the expiration of the Term. Such
monthly rent shall be payable in advance on or before the first day of each
month. If either party desires to terminate such month to month tenancy, it
shall give the other party not less than thirty (30) days advance written notice
of the date of termination.
18. SURRENDER OF PREMISES.
a. Tenant shall peaceably surrender the Premises to Landlord on the Expiration
Date, in broom-clean condition and in as good condition as when ▇▇▇▇▇▇ took
possession, except for; (i) reasonable wear and tear; (ii) loss by fire or other
casualty; and (iii) loss by condemnation. Tenant shall, on ▇▇▇▇▇▇▇▇'s request,
remove ▇▇▇▇▇▇'s Property on or before the Expiration Date and promptly repair
all damage to the Premises or Building caused by such removal.
b. If ▇▇▇▇▇▇ abandons or surrenders the Premises, or is dispossessed by process
of law or otherwise, any of Tenant's Property left on the Premises shall be
deemed to be abandoned, and, at Landlord's option, title shall pass to Landlord
under this Lease as by a bill of sale. If Landlord elects to remove all or any
part of such Tenant's Property, the cost of removal, including repairing any
damage to the Premises or Building caused by such removal, shall be paid by
Tenant. On the Expiration Date Tenant shall surrender all keys to the Premises.
19. DESTRUCTION OR DAMAGE.
a. If the Premises or the portion of the Building necessary for Tenant's
occupancy is damaged by fire, earthquake, act of God, the elements or other
casualty, Landlord shall, subject to the provisions of this Article, promptly
repair the damage, if such repairs can, in Landlord's opinion, be completed
within ninety (90) days. If Landlord determines that repairs can be completed
within ninety (90) days, this Lease shall remain in full force and effect,
except that if such damage is not the result of the negligence or willful
misconduct of Tenant or Tenant's agents, employees, contractors, licensees or
invitees, the Base Rent shall be abated to the extent Tenant's use of the
Premises is impaired, commencing with the date of damage and continuing until
completion of the repairs required of Landlord under Section 19(d).
b. If in Landlord's opinion, such repairs to the Premises or portion of the
Building necessary for ▇▇▇▇▇▇'s occupancy cannot be completed within ninety (90)
days. Landlord may eject, upon notice to Tenant, given within thirty (30) days
after the date of such fire or other casualty, to repair such damage, in which
event this Lease shall continue in full force and effect, but the Base Rent
shall be partially abated as provided in Section 19(a). If Landlord does not so
elect to make such repairs, this Lease shall terminate as of the date of such
fire or other casualty.
c. If any other portion of the Building or Project is totally destroyed or
damaged to the extent that in Landlord's opinion repair thereof cannot be
completed within ninety (90) days. Landlord may elect upon notice to Tenant
given within thirty (30) days after the date of such fire or other casualty, to
repair such damage, in which event this Lease shall continue in full force and
effect, but the Base Rent shall be partially abated as provided in Section
19(a). If Landlord does not elect to make such repairs, this Lease shall
terminate as of the date of such fire or other casualty.
d. If the Premises are to be repaired under this Article, Landlord shall repair
at its cost any injury or damage to the Building and Building Standard Work in
the Premises. Tenant shall be responsible at its sole cost and expense for the
repair, restoration and replacement of any other Leasehold Improvements and
Tenant's Property. Landlord shall not be liable for any loss of business,
inconvenience or annoyance arising from any repair or restoration of any portion
of the Premises, Building or Project as a result of any damage from fire or
other casualty.
e. This Lease shall be considered an express agreement governing any case of
damage to or destruction of the Premises, Building or Project by fire or other
casualty, and any present or future law which purports to govern the rights of
Landlord and Tenant in such circumstances in the absence of express agreement,
shall have no application.
20. EMINENT DOMAIN.
a. If the whole of the Building or Premises is lawfully taken by condemnation
or in any other manner, for any public or quasi-public purpose, this Lease shall
terminate as of the date of such taking, and Rent shall be prorated to such
date. If less than the whole of the Building or Premises is so taken, this Lease
shall be unaffected by such taking, provided that: (i) Tenant shall have the
right to terminate this Lease by notice to Landlord given within ninety (90)
days after the date of such taking if twenty percent (20%) or more of the
Premises is taken and the remaining area of the Premises is not reasonably
sufficient for Tenant to continue operation of its business; and (ii) Landlord
shall have the right to terminate this Lease by notice to Tenant given within
ninety (90) days after the date of such taking. If either Landlord or Tenant so
elects to terminate this Lease, the Lease shall terminate on the thirtieth
(30th) day after either such notice. The Rent shall be prorated to the date of
termination. If this Lease continues in force upon such partial taking, the Base
Rent and ▇▇▇▇▇▇'s Proportionate Share shall be equitably adjusted according to
the remaining Rentable Area of the Premises and Project.
b. In the event of any taking, partial or whole, all of the proceeds of any
award, judgment or settlement payable by the condemning authority shall be the
exclusive property of Landlord, and Tenant hereby assigns to Landlord all of its
right, title and interest in any award, judgment or settlement from the
condemning authority. Tenant, however, shall have the right, to the extent that
Landlord's award is not reduced or prejudiced, to claim from the condemning
authority (but not from Landlord) such compensation as may be recoverable by
Tenant in its own right for relocation expenses and damage to ▇▇▇▇▇▇'s personal
property.
c. In the event of a partial taking of the Premises which does not result in a
termination of this Lease. Landlord shall restore the remaining portion of the
Premises as nearly as practicable to its condition prior to the condemnation or
taking, but only to the extent of Building Standard Work. Tenant shall be
responsible at its sole cost and expense for the repair, restoration and
replacement of any other Leasehold Improvements and Tenant's Property.
MASKATIYA, SURI & CO., INC.
INVESTMENT BANKERS - REAL ESTATE DEVELOPERS
(8)
21. INDEMNIFICATION.
a. Tenant shall indemnify and hold Landlord harmless against and from liability
and claims of any kind for loss or damage to property. Tenant or any other
person, or for any injury to or death of any person, arising out of: (1)
Tenant's use and occupancy of the Premises any work, activity or other things
allowed or suffered by Tenant to be done in, on or about the Premises; (2) any
breach or default by Tenant of any of Tenant's obligations under this Lease; or
(3) any negligent or otherwise tortuous act or omission of Tenant, its agents,
employees, invitees or contractors. Tenant shall, at Tenant's expense, and by
counsel satisfactory to Landlord, defend Landlord in any action or proceeding
arising from any such claim and shall indemnify Landlord against all costs,
attorneys' fees, expert witness fees and any other expenses incurred in such
action or proceeding. As a material part of the consideration for ▇▇▇▇▇▇▇▇'s
execution of this Lease, ▇▇▇▇▇▇ hereby assumes all risk of damage or injury to
any person or property in, on or about the Premises from any cause.
b. Landlord shall not be liable for injury or damage which may be sustained by
the person or property of Tenant, its employees, invitees or customers, or any
other person in or about the Premises, caused by or resulting from fire, steam,
electricity, gas, water or rain which may leak or flow from or into any part of
the Premises, or from the breakage, leakage, obstruction or other defects of
pipes, sprinklers, water appliances, plumbing, air conditioning or lighting
fixtures, whether such damage or injury results from conditions arising upon the
Premises or upon other portions of the Building or Project or from other
sources. Landlord shall not be liable for any damages arising from any act or
omission of any other tenant of the Building or Project.
22. TENANT'S INSURANCE.
a. All insurance required to be carried by Tenant hereunder shall be issued by
responsible insurance companies acceptable to Landlord and Landlord's lender and
qualified to do business in the State. Each policy shall name Landlord, and at
▇▇▇▇▇▇▇▇'s request, mortgagee of Landlord, as an additional insured, as their
respective interests may appear. Each policy shall contain: (i) a cross
liability endorsement; (ii) a provision that such policy and the coverage
evidenced thereby shall be primary and non-contributing with respect to any
policies carried by Landlord and that any coverage carried by Landlord shall be
excess insurance; and (iii) a waiver by the insurer or any right of subrogation
against Landlord, its agents, employees and representatives, which arises or
might arise by reason of any payment under such policy or by reason of any act
or omission of Landlord, its agents, employees or representatives. A copy of
each paid up policy (authenticated by the insurer) or certificate of the insurer
evidencing the existence and amount of each insurance policy required hereunder
shall be delivered to Landlord before the date Tenant is first given the right
of possession of the Premises, and thereafter within thirty (30) days after any
demand by Landlord therefore. Landlord may, at any time, and from time to time,
inspect and/or copy any insurance policies required to be maintained by Tenant
hereunder. No such policy shall be cancelable except after twenty (20) days
written notice to Landlord and Landlord's lender. Tenant shall furnish Landlord
with renewals or "binders" of any such policy at least ten (10) days prior to
the expiration thereof. Tenant agrees that if ▇▇▇▇▇▇ does not take out and
maintain such insurance, Landlord may (but shall not be required to) procure
said insurance on Tenant's behalf and charge the Tenant the premiums together
with a twenty-five percent (25%) handling charge, payable upon demand. Tenant
shall have the right to provide such insurance coverage pursuant to blanket
policies obtained by the Tenant, provided such blanket policies expressly afford
coverage to the Premises, Landlord, ▇▇▇▇▇▇▇▇'s mortgagee and Tenant as required
by this Lease.
b. Beginning on the date Tenant is given access to the Premises for any purpose
and continuing until expiration of the Term. Tenant shall procure, pay for and
maintain in effect policies of casualty insurance including but not limited to,
covering: (i) all Leasehold Improvement (including but not limited to any and
all alterations, additions or improvements as may be made by Landlord or by
Tenant pursuant to the provisions of Article 12 hereof); and (ii) trade
fixtures, merchandise and other personal property from time to time in, on or
about the Premises, in an amount not less than one hundred percent (100%) of
their actual replacement cost from time to time, providing protection against
any peril included with the classification "Fire and Extended Coverage" together
with insurance against sprinkler damage, vandalism and malicious mischief. The
proceeds of such insurance shall be used for the repair or replacement of the
property so insured. If this Lease is terminated, following a casualty or event
described in this Lease, the proceeds under (i) above, shall be paid to
Landlord, and the proceeds under (ii) above, shall be paid to Tenant.
c. Beginning on the date Tenant is given access to the Premises for any purpose
and continuing until expiration of the Term, Tenant shall procure, pay for and
maintain in effect workers' compensation insurance as required by law and
comprehensive public liability and property damage insurance with respect to the
construction of improvements on the Premises, the use, operation or condition of
the Premises and the operations of Tenant in, on or about the Premises,
providing personal injury and broad form property damage coverage for not less
than One Million Dollars ($1,000,000.00) combined single limit for bodily
injury, death and property damage liability.
d. Not less than every three (3) years during the Term, Landlord and Tenant
shall mutually agree to increases in all of Tenant's insurance policy limits for
all insurance to be carried by Tenant as set forth in this Article. In the event
Landlord and ▇▇▇▇▇▇ cannot mutually agree upon the amounts of said increases,
then ▇▇▇▇▇▇ agrees that all insurance policy limits as set forth in this Article
shall be adjusted for increases in the cost of living in the same manner as is
set forth in Section 5.2 hereof for the adjustment of the Base Rent.
For purpose of this article, if the Base Rent does not adjust to reflect any
increase in the CPI as set forth in section 5.2, the index shall nevertheless be
used to increase the amounts of insurance coverage.
23. WAIVER OF SUBROGATION.
Landlord and ▇▇▇▇▇▇ each hereby waive all rights of recovery against the other
and against the officers, employees, agents and representatives of the other, on
account of loss by or damage to the waiving party or its property or the
property of others under its control, to the extent that such loss or damage is
insured against under any fire and extended coverage insurance policy which
either may have in force at the time of the loss or damage. Tenant shall, upon
obtaining the policies of insurance required under this Lease, give noticed to
its insurance carrier or carriers that the foregoing mutual waiver of
subrogation is contained in this Lease.
MASKATIYA, SURI & CO., INC.
INVESTMENT BANKERS - REAL ESTATE DEVELOPERS
(9)
24. SUBORDINATION AND ATTORNMENT.
This Lease and any estate created by it in favor of Tenant, shall always be
subordinate to any mortgage or its lien, unless not required by Landlord.
Upon written request of ▇▇▇▇▇▇▇▇, or any mortgagee or deed of trust beneficiary
of Landlord, or ground lessor of Landlord, Tenant shall, within 5 days following
the receipt of such request, execute in writing, any and all documents which
subordinate its rights under this Lease to the lien of any and all mortgage or
deeds of trust, or to the interest of any lease in which Landlord is lessee, and
to all advances made or hereafter to be made thereunder. Tenant hereby appoints
▇▇▇▇▇▇▇▇, his successor-in-interest, agents or representatives as its
power-of-attorney to execute any and all documents to reflect such
subordination, it being agreed that this power-of-attorney is irrevocable and
coupled with an interest. The holder of any security interest may, upon written
notice to Tenant, elect to have this Lease prior to its security interest
regardless of the time of the granting or recording of such security interest.
Tenant's failure to timely execute these documents shall at Landlords option
constitute a breach of this Lease, and Tenant shall be liable to Landlord (in
addition to all remedies available to Landlord by Law or in equity and as
prescribed in this Lease), for all direct and proximate damages caused to
Landlord by ▇▇▇▇▇▇'s failure.
In the event of any foreclosure sale, transfer in lieu of foreclosure or
termination of the Lease in which Landlord is lessee, Tenant shall attorn to the
purchaser, transferee or lessor as the case may be, and recognize that party as
Landlord under this Lease.
25. TENANT ESTOPPEL CERTIFICATES.
Within five (5) days after written request from Landlord, Tenant shall execute
and deliver to Landlord or Landlord's designee, a written statement including
but not limited to, certifying: (a) that this Lease is unmodified and in full
force and effect, or is in full force and effect as modified and stating the
modifications; (b) the amount of Base Rent and the date to which Base Rent and
additional rent have been paid in advance; (c) the amount of any security
deposited with Landlord; and (d) that Landlord is not in default hereunder or,
if ▇▇▇▇▇▇▇▇ is claimed to be in default, stating the nature of any claimed
default. Any such statement may be relied upon by a purchaser, assignee or
lender.
Tenant's failure to execute and deliver such statement within the time required
shall at Landlord's option, constitute a breach of this Lease (and Tenant shall
be liable to Landlord for all direct and proximate damages caused Landlord by
Tenant's breach) and shall also be conclusive upon Tenant that: (a) this Lease
is in full force and effect and has not been modified except as represented by
Landlord; (b) there are no uncured defaults in Landlord's performance and that
Tenant has no right of offset, counter-claim or deduction against Rent; and (3)
not more than one month's Rent has been paid in advance.
26. TRANSFER OF LANDLORD'S INTEREST.
In the event of any sale or transfer by Landlord of the Premises, Building or
Project, and assignment of this Lease by Landlord, Landlord shall be and is
hereby entirely freed and relieved of any and all liability and obligations
contained in or derived from this Lease arising out of any act, occurrence or
omission relating to the Premises, Building, Project or Lease occurring after
the consummation of such sale or transfer, providing the purchaser shall
expressly assume all of the covenants and obligations of Landlord under this
Lease. If any security deposit or prepaid Rent has been paid by Tenant, Landlord
may transfer the security deposit or prepaid Rent to Landlord's successor and
upon such transfer, Landlord shall be relieved of any and all further liability
with respect thereto.
27. DEFAULT.
27.1 Tenant's Default. The occurrence of any one or more of the following
events shall constitute a default and breach of this Lease by Tenant:
a. If Tenant abandons or vacates the Premises; or
b If Tenant fails to pay any Rent or any other charges required to be paid by
Tenant under this Lease and such failure continues for five (5) days after such
payment is due and payable; or
c. If Tenant fails to promptly and fully perform any other covenant, condition
or agreement contained in this Lease and such failure continues for thirty (30)
days after written notice thereof from Landlord to Tenant, unless the Lease
provides for fewer days, in which case the expressed number of days shall
govern; or
d. If a writ of attachment or execution is levied on this Lease or on any of
Tenant's property, or
e. If ▇▇▇▇▇▇ makes a general assignment for the benefit of its creditors, or
provides for an arrangement, composition, extension or adjustment with its
creditors; or
f. If Tenant files a voluntary petition for relief or if a petition against
Tenant, is filed involuntarily, in a proceeding under the federal bankruptcy
laws or other insolvency laws, or if a petition is filed under the provisions
of any law providing for reorganization or winding up of corporations, and this
filing is not withdrawn or dismissed within forty-five (45) days thereafter, or
if any court of competent jurisdiction assumes jurisdiction, custody or control
of Tenant or a substantial part of its properly, and such jurisdiction, custody
or control remains in force unrelinquishied, unstayed or unterminated for a
period of forty-five (45) days; or
g. If in any proceeding or action in which Tenant is a party, a trustee,
receiver, agent or custodian is appointed to take charge of the Premises or
Tenant's property (or has the authority to do so) for the purpose of enforcing a
lien against the Premises or Tenant's Property; or
h. If Tenant is a partnership or consists of more than one (1) person or
entity, and any partner of the partnership, or other person or entity is
involved in any of the acts or events described in subparagraphs (d) through (g)
above; or
MASKATIYA, SURI & CO., INC.
INVESTMENT BANKERS - REAL ESTATE DEVELOPERS
(10)
i. There occurs a significant adverse change in the financial position of
Tenant; or
j. The discovery by Landlord of any material misrepresentation or misstatement
of any fact by ▇▇▇▇▇▇.
27.2 Remedies. In the event of ▇▇▇▇▇▇'s default resulting from an event
described above, then in addition to any other rights or remedies Landlord may
have under any law, Landlord shall have the right, at ▇▇▇▇▇▇▇▇'s option, without
further notice or demand of any kind to do the following:
a. Terminate this Lease and ▇▇▇▇▇▇'s right to possession of the Premises and
reenter the Premises and take possession thereof, and Tenant shall have no
further claim to the Premises or under this Lease; or
b. Continue this Lease in effect, reenter and occupy the Premises for the
account of Tenant, and collect any unpaid Rent or other charges which have or
thereafter become due and payable; or
c. Reenter the Premises under the provisions of subparagraph (b), and
thereafter elect to terminate this Lease and ▇▇▇▇▇▇'s right to possession of the
Premises.
If Landlord reenters the Premises under the provisions of subparagraphs (b) or
(c) above, Landlord shall not be deemed to have terminated this Lease or the
obligation of Tenant to pay any Rent or other charges thereafter accruing,
unless Landlord notifies Tenant in writing of Landlord's election to terminate
this Lease. In the event of any reentry or retaking of possession by Landlord,
Landlord shall have the right, but not the obligation, to remove all or any part
of Tenant's Property in the Premises and to place such property in storage at a
public warehouse at the expense and risk of Tenant If Landlord elects to relet
the Premises for the account of Tenant, the rent received by Landlord from such
reletting shall be applied as follows: first, to the payment of any indebtedness
other than Rent due hereunder from Tenant to Landlord; second, to the payment of
any costs of such reletting; third, to the payment of the cost of any
alterations or repairs to the Premises; fourth to the payment of Rent due and
unpaid hereunder; and the balance, if any, shall be held by ▇▇▇▇▇▇▇▇ and applied
in payment of future Rent as it becomes due. If that portion of rent received
from the reletting which is applied against the Rent due hereunder is less than
the amount of the Rent due, Tenant shall pay the deficiency to Landlord promptly
upon demand by Landlord. Such deficiency shall be calculated and paid monthly.
Tenant shall also pay to Landlord, as soon as determined, any costs and expenses
incurred by Landlord in connection with such reletting or in making alterations
and repairs to the Premises, which are not covered by the rent received from the
reletting.
In the event of a Tenant default, Tenant, additionally and specifically waives
all its rights to any form of automatic court ordered stay from eviction or stay
from paying obligations as and when due. Tenant shall forthwith, upon demand of
Landlord, deliver vacant possession of the premises without any claim for prior
notice, claim for any due legal process of any other reason or claim however
founded.
In addition to any other right Landlord may have, Landlord may immediately seize
to possess any and all personal property of ▇▇▇▇▇▇ as additional security for
payment of obligations pursuant to this Lease. Landlord shall have the further
right to sell all such possessed property for the best price then available, and
apply all such proceeds, first to pay costs and expenses arising from the
default, then to pay obligations due and payable pursuant to this Lease, and
then any remaining excess shall be paid to Tenant.
Should Landlord elect to terminate this Lease under the provisions of
subparagraph (a) or (c) above, Landlord may recover as damages from Tenant the
following:
1. Past Rent. The worth at the time of the award of any unpaid Rent which had
been earned at the time of termination; plus
2. Rent Prior to Award. The worth at the time of the 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 rental loss that Tenant proves could
have been reasonably avoided; plus
3. Rent After Award. The worth at the time of the award of the amount by which
the unpaid Rent for the balance of the Term after the time of award exceeds the
amount of the rental loss that Tenant proves could be reasonably avoided; plus
4. Proximately Caused Damages. Any other amount necessary to compensate
Landlord for all detriment proximately caused by Tenant's failure to perform its
obligations under, this Lease or which in the ordinary course of things would be
likely to result therefrom including, but not limited to, any costs or expenses
(including attorneys' fees), incurred by Landlord in: (a) retaking possession of
the Premises; (b) maintaining the Premises after ▇▇▇▇▇▇'s default; (c) preparing
the Premises for reletting to a new tenant, including any repairs or
alterations; and (d) reletting the Premises, including brokers' commissions.
"The worth at the time of the award" as used in subparagraphs 1 and 2 above, is
to be computed by allowing interest at the higher of eighteen-percent (18%) per
annum or the maximum rate permitted by Law. "The worth at the time of the award"
as used in subparagraph 3 above, is to be computed by discounting the amount at
the discount rate of the Federal Reserve Bank situated nearest to the Premises
at the time of the award plus one percent (1%).
The waiver by Landlord of any breach of any term, covenant or condition of this
Lease, shall not be deemed a waiver of such term, covenant or condition or of
any subsequent breach of the same or any other term, covenant or condition.
Acceptance of Rent by Landlord subsequent to any breach hereof shall not be
deemed a waiver of any preceding breach other than the failure to pay the
particular Rent so accepted, regardless of Landlord's knowledge of any breach at
the time of such acceptance of Rent. Landlord shall not be deemed to have waived
any term, covenant or condition unless Landlord gives Tenant written notice of
such waiver.
In addition to the foregoing damages, Landlord shall have the right to
accelerate all future rental payments and other charges payable by ▇▇▇▇▇▇. The
aggregate sum of all such future rents and charges shall become immediately due
and payable.
27.3 Landlords Default. If Landlord fails to perform any covenant, condition or
agreement contained in this Lease within thirty (30) days after receipt of
written notice from Tenant specifying such default, or if such default cannot
reasonably be cured within thirty (30) days, if Landlord fails to commence to
cure within that thirty (30) day period, then Landlord shall be liable to Tenant
for any damages sus-
MASKATIYA, SURI & CO., INC.
INVESTMENT BANKERS - REAL ESTATE DEVELOPERS
(11)
[LETTERHEAD OF MASKATIYA, ▇▇▇▇ & CO., INC.]
REGENCY PLAZA
tained by Tenant as a result of Landlord's breach provided however, it is
expressly understood and agreed that if ▇▇▇▇▇▇ obtains a money judgment against
Landlord resulting from any default or other claim arising under this Lease,
that judgment shall be satisfied only out of the rents, issues, profits, and
other income actually received on account of Landlord's right, title and
interest in the Premises, Building or Project, and no other real, personal or
mixed property of Landlord (or of any of the partners which comprise Landlord,
if any) wherever situated, shall be subject to levy to satisfy such judgment.
If, after notice to Landlord of default, Landlord (or any first mortgagee or
first deed of trust beneficiary of Landlord) fails to cure the default as
provided herein, then Tenant shall have the right to cure that default at
Landlord's expense. Tenant shall not have the right to terminate this Lease or
to withhold, reduce or offset any amount against any payments of Rent or any
other charges due and payable under this Lease except as otherwise specifically
provided herein.
28. BROKERAGE FEES.
Tenant warrants and represents that it has not dealt with any real estate broker
or agent in connection with this Lease or its negotiation except Broker and
Sales Agent as set forth in this Lease. Tenant shall indemnify and hold Landlord
harmless from any cost, expense or liability (including costs of suit and
reasonable attorneys' fees) for any compensation, commission or fees claimed by
any other real estate broker or agent in connection with this Lease or its
negotiation by reason of any act of Tenant
29. NOTICES.
All notices, approvals and demands permitted or required to be given under this
Lease shall be in writing and deemed duly served or given if personally
delivered or sent by certified or registered U.S. mail, postage prepaid and
addressed as follows: (a) if to Landlord, the Landlord's Mailing Address and to
the Building manager, and (b) if to Tenant, to Tenant's Mailing Address;
provided, however, notices to Tenant shall be deemed duly served or given if
delivered or mailed to Tenant at the Premises. Landlord and ▇▇▇▇▇▇ may from time
to time by notice to the other designate another place for receipt of future
notices.
30. GOVERNMENT ENERGY OR UTILITY CONTROLS.
In the event of imposition of federal, state or local government controls,
rules, regulations, or restrictions on the use or consumption of energy or other
utilities during the Term, both Landlord and Tenant shall be bound thereby. In
the event of a difference in interpretation by ▇▇▇▇▇▇▇▇ and Tenant of any such
controls, the interpretation of Landlord shall prevail, and Landlord shall have
the right to enforce compliance therewith, including the right of entry into the
Premises to effect compliance.
31. RELOCATION OF PREMISES.
Landlord shall have the right to relocate the Premises to another part of the
Building in accordance with the following:
a. The new premises shall be substantially the same in size, dimensions,
configuration, decor and nature as the Premises described in this Lease, and if
the relocation occurs after the Commencement Date, shall be placed in that
condition by Landlord at its cost.
b. Landlord shall give Tenant at least thirty (30) days written notice of
▇▇▇▇▇▇▇▇'s intention to relocate the Premises.
c. As nearly as practicable, the physical relocation of the Premises shall take
place on a weekend and shall be completed before the following Monday. If the
physical relocation has not been completed in that time, Base Rent shall ▇▇▇▇▇
in full, from the time the physical relocation commences to the time it is
completed. Upon completion of such relocation, the new premises shall become the
"Premises" under this Lease.
d. All reasonable costs incurred by Tenant as a result of the relocation shall
be paid by Landlord.
e. If the new premises are smaller than the Premises as it existed before the
relocation, Base Rent shall be reduced proportionately.
f. The parties hereto shall immediately execute an amendment to this Lease
setting forth the relocation of the Premises and the reduction of Base Rent, if
any.
32. QUIET ENJOYMENT.
Tenant, upon paying the Rent and performing all of its obligations under this
Lease, shall peaceably and quietly enjoy the Premises, subject to the terms of
this Lease and to any mortgage, lease, or other agreement to which this Lease
may be subordinate.
33. OBSERVANCE OF LAW.
Tenant shall not use the Premises, or permit anything to be done in or about the
Premises, which 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. Tenant shall, at its sole cost and expense, promptly comply with
all laws, statutes, ordinances and governmental rules, regulations or
requirements now in force or which may hereafter be in force, and with the
requirements of any board of fire insurance underwriters or other similar bodies
now or hereafter constituted, relating to, or affecting the condition, use or
occupancy of the Premises, excluding structural changes not related to or
affected by Tenant's improvements or acts. The judgment of any court of
competent jurisdiction or the admission of Tenant in any action against Tenant
whether Landlord is a party thereto or not, that Tenant has violated any law,
statute, ordinance or governmental rule, regulation or requirement, shall be
conclusive of that fact as between Landlord and Tenant.
34. FORCE MAJEURE.
Any prevention, delay or stoppage of work to be performed by Landlord or Tenant
which is due to strikes, labor disputes, inability to obtain labor, materials,
equipment or reasonable substitutes therefor, acts of God, governmental
restrictions or regulations or controls, judicial orders, enemy or hostile
government actions, civil commotion, fire or other casualty, or other causes
beyond the reasonable control of the party obligated to perform hereunder, shall
excuse performance of the work by that party for a period equal to the duration
of that preven-
(12)
tion, delay or stoppage. Nothing in this Article 34 shall excuse or delay
▇▇▇▇▇▇'s obligation to pay Rent or other charges under this Lease.
35. CURING TENANT'S DEFAULTS.
If Tenant defaults in the performance of any of its obligations under this
Lease, Landlord may (but shall not be obligated to) without waiving such
default, perform the same for the account and at the expense of Tenant. Tenant
shall pay Landlord all costs of such performance promptly upon receipt of a bill
therefor.
36. SIGN CONTROL.
Tenant shall not affix, paint, erect or inscribe any sign, projection, awning,
signal or advertisement of any kind to any part of the Premises, Building or
Project, including without limitation, the inside or outside of windows or
doors, without the written consent of Landlord. Landlord shall have the right
to remove any signs or other matter, installed without ▇▇▇▇▇▇▇▇'s permission,
without being liable to Tenant by reason of such removal, and to charge the cost
of removal to Tenant as additional rent hereunder, payable within ten (10) days
of written demand by ▇▇▇▇▇▇▇▇.
37. MISCELLANEOUS.
a. Accord and Satisfaction, Allocation of Payments. No payment by Tenant or
receipt by Landlord of a lesser amount than the Rent provided for in this Lease
shall be deemed to be other than on account of the earliest due Rent, nor shall
any endorsement or statement on any check or letter accompanying any check or
payment as Rent be deemed an accord and satisfaction, and Landlord may accept
such check or payment without prejudice to Landlord's right to recover the
balance of the Rent or pursue any other remedy provided for in this Lease. In
connection with the foregoing, Landlord shall have the absolute right in its
sole discretion to apply any payment received from Tenant to any account or
other payment of Tenant then not current and due or delinquent.
b. Addenda. If any provision contained in an addendum to this Lease is
inconsistent with any other provision herein, the provision contained in the
addendum shall control, unless otherwise provided in the addendum.
c. Attorneys' Fees. If any action or proceeding is brought by either party
against the other pertaining to, or arising out of, this Lease, and whether or
not the action is finally prosecuted, the prevailing party shall be entitled to
recover all costs and expenses, including reasonable attorneys' fees incurred on
account of such action or proceeding.
d. Captions, Articles and Section Numbers. The captions appearing within the
body of this Lease have been inserted as a matter of convenience and for
reference only and in no way define, limit or enlarge the scope or meaning of
this Lease. All references to Article and Section numbers refer to Articles and
Sections in this Lease.
e. Changes Requested by ▇▇▇▇▇▇. At any time during the Lease Term, Tenant shall
not unreasonably withhold its consent to changes or amendments to this Lease
requested by the lender on Landlord's interest so long as these changes do not
alter the basic economic terms of this Lease or otherwise materially diminish
any rights or materially increase any obligations of the Tenant. ▇▇▇▇▇▇▇▇'s
determination of materiality shall be binding.
f. Choice of Law. This Lease shall be construed and enforced in accordance with
the laws of the State.
g. Consent. Notwithstanding anything contained in this Lease to the contrary,
Tenant shall have no claim, and hereby waives the right to any claim against
Landlord for money damages by reason of any refusal, withholding or delaying by
Landlord of any consent, approval or statement of satisfaction, and in such
event, ▇▇▇▇▇▇'s only remedies therefor shall be an action for specific
performance, injunction or declaratory judgment to enforce any right to such
consent, etc.
h. Corporate Authority. If Tenant is a corporation, each individual signing
this Lease on behalf of Tenant represents and warrants that he is duly
authorized to execute and deliver this Lease on behalf of the corporation, and
that this Lease is binding on Tenant in accordance with its terms. Tenant
shall, at ▇▇▇▇▇▇▇▇'s request, deliver a certified copy of a resolution of its
board of directors authorizing such execution.
i. Counterparts. This Lease may be executed in multiple counterparts, all of
which shall constitute one and the same Lease.
j. Execution of Lease; No Option. The submission of this Lease to Tenant shall
be for examination purposes only, and does not and shall not constitute a
reservation of or option for Tenant to lease, or otherwise create any interest
of Tenant in the Premises or any other premises within the Building or Project.
Execution of this Lease by Tenant and its return to Landlord shall not be
binding on Landlord notwithstanding any time interval, until Landlord has in
fact signed and delivered this Lease to Tenant.
k. Furnishing of Financial Statements; Tenant's Representations. In order to
induce ▇▇▇▇▇▇▇▇ to enter into this Lease, ▇▇▇▇▇▇ agrees that it shall promptly
furnish Landlord, from time to time, upon ▇▇▇▇▇▇▇▇'s written request, including
but not limited to, financial statements prepared in accordance with generally
accepted accounting principles, including all required financial disclosures
reflecting ▇▇▇▇▇▇'s current financial condition. Tenant represents and warrants
that all financial statements, records and information furnished by Tenant to
Landlord in connection with this Lease are true, correct and complete in all
respects.
l. Further Assurances. The parties agree to promptly sign all documents
reasonably requested to give effect to the provisions of this Lease.
m. Mortgage Protection. ▇▇▇▇▇▇ agrees to send by certified or registered mail
to any mortgagee or deed of trust beneficiary of Landlord whose address has been
furnished to Tenant, a copy of any notice of default served by Tenant on
Landlord. If Landlord fails to cure such default within the time provided for
in this Lease, such mortgagee or beneficiary shall have an additional thirty
(30) days to cure such default; provided that if such default cannot reasonably
be cured within thirty (30) day period, then such mortgagee or beneficiary shall
have such additional time to cure the default as is reasonably and necessary
under the circumstances.
MASKATIYA, SURI & CO., INC.
INVESTMENT BANKERS - REAL ESTATE DEVELOPERS
(13)
R E G E N C Y P L A Z A
n. Prior Agreements; Amendments. This Lease contains all of the agreements of
the parties with respect to any matter covered or mentioned in this Lease, and
no prior agreement or understanding pertaining to any such matter shall be
effective for any purpose. No provisionS of this Lease may be amended or added
to except by an agreement in writing, signed by the parties or their respective
successors in interest.
o. Recording. Tenant shall not record this Lease without the prior written
consent of Landlord. Tenant, upon the request of ▇▇▇▇▇▇▇▇, shall execute and
acknowledge a "short form" memorandum of this Lease for recording purposes, if
Landlord so desires.
p. Severability. A final determination by a court of competent jurisdiction
that any provision of this Lease is invalid shall not affect the validity of any
other provision, and any provision so determined to be invalid shall, to the
extent possible, be construed to accomplish its intended effect.
q. Successors and assigns. This Lease shall apply to and bind the heirs,
personal representatives, and permitted successors and assigns of the parties.
r. Time of the Essence. Time is of the essence of this Lease.
s. Waiver. No delay or omission in the exercise of any right or remedy of
Landlord upon any default by Tenant shall impair such right or remedy or be
construed as a waiver of such default. The receipt and acceptance by Landlord of
delinquent Rent shall not constitute a waiver of any other default: it shall
constitute only a waiver of timely payment for the particular Rent payment
involved. Any waiver by Landlord of any default must be in writing and shall not
be a waiver of any other default concerning the same or any other provision of
the Lease. This provision can only be waived if the parties execute a written
document specifically identifying this section being waived.
t. Tenants Representations. All of Tenant's representations shall survive the
execution of the Lease Agreement, and shall be considered as though currently
made.
u. Surrender of premises. No act or conduct of Landlord, including, without
limitation, the acceptance of keys to the Premises, shall constitute an
acceptance of the surrender of the Premises by Tenant before the expiration of
the Term. Only a written notice from Landlord to Tenant shall constitute
acceptance of the surrender of the Premises and accomplish a termination of the
Lease.
v. Landlords Consent. ▇▇▇▇▇▇▇▇'s consent to or approval of any act by Tenant
requiring Landlord's consent or approval shall not be deemed to waive or render
unnecessary Landlord's consent to or approval of any subsequent act by ▇▇▇▇▇▇.
38. OPTION TO EXTEND TERM.
Provided tenant is not in default at the time of exercising this option, and has
not been in default at any other time during the lease term, it is granted an
option to extent the term of this lease for one (1), five (5) year term, by
giving written notice to Landlord. This notice must be in writing, and be
delivered to Landlord no later than six (6) months prior to the expiry of the
primary term. This option once exercised can not be revoked by tenant. The
rental rate for the extended term shall be less the fair market value for these
premises as determined by Landlord, but not less than the rent last paid under
the primary term. Landlord reserves the right to alter any of the other terms
and conditions of this lease, as they may relate to the extended term. ▇▇▇▇▇▇
agrees to promptly execute any documents as required by Landlord relating to
this extended item.
The parties hereto have executed this Lease as of the date set forth on page 1.
SIGNATURES:
"Landlord"
REGENCY PLAZA INTERNATIONAL, INC.
/s/ ▇▇▇▇▇ ▇▇▇▇
-----------------------------
By: ▇▇. ▇▇▇▇▇ ▇▇▇▇
Its: VICE PRESIDENT
Dated: 12 April , 1991
------------
"Tenant"
MICROTEC RESEARCH INC., a California corporation
/s/ ▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
By: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇
Its: VICE PRESIDENT
Dated: 12 April , 1991
------------
MASKATIYA, SURI & CO., INC.
INVESTMENT BANKERS -- REAL ESTATE DEVELOPERS
(14)
[DIAGRAM]
"REGENCY PLAZA, SECOND FLOOR, SUITE 275 ▇▇▇▇ PLAN"
EXHIBIT A
[DIAGRAM]
"REGENCY PLAZA, SECOND FLOOR, SUITE 275 FLOOR PLAN"
[DIAGRAM]
"MICROTEC TRAINING ROOM FLOOR PLAN"
[DIAGRAM]
"REGENCY PLAZA SITE PLAN" PHASE ONE
EXHIBIT A
COMPUTER WORKSTATIONS &
RELATED EQUIPMENT
SPARCstations - 11 IPC's
MRI# Serial #
--------------------------------------------------
TTCO 041CN0354
TTC1 039CN0094
TTC2 037CN0114
TTC3 037CN0449
TTC4 041CN0278
TTC5 ▇▇▇▇▇▇▇▇▇
TTC6 025CN0518
TTC7 036CN0392
TTC8 023CN0467
TTC9 023CN0023
TTC10 038CN0295
LASER 3 AGFA P34OOPS
Other:
1 Overhead Projector 20 Stackable Chairs
1 Overhead Projector Stand 1 Desk
1 Podium 1 Whiteboard
2 Telephones 1 Small Refrigerator
21 Office Chairs 1 Coffee Table
10 Computer Tables 1 Bookcase with Books
1 Water Cooler 1 Flip Chart
1 Coffee Machine (2 pots) 1 Printer Stand
5 Folding Lunch Tables 11 Manual Sets
REGENCY PLAZA
EXHIBIT "C"
TENANT IMPROVEMENTS
-------------------
Landlord shall improve the space, using Building Standard finishes and
allowances in accordance with the attached Space Plan. Landlord shall pay the
cost of these improvements, limited to a maximum of $20.00 per usable square
foot, ("Landlord allowance for TI's"). Costs for improvements in excess of this
allowance shall be paid by tenant in advance.
REGENCY PLAZA EXHIBIT C
BUILDING STANDARD IMPROVEMENTS
1. Partitions
Ceiling height partitions consisting of 2 1/2" metal studs at 24" O.C. with
5/8" gypsum board each side, taped and sanded smooth to receive paint.
Maximum: One (1) lineal foot per fifteen (15) square feet of useable area.
Included in this allowance are: demising walls, corridor walls,
boxing of columns and window heads and ▇▇▇▇▇.
2. Doors and Frames
3'-0" x full height solid core doors in metal frames, Building Standard
cherry finish.
Interior Doors: Two (2) pair butt hinges, door stop, ▇▇▇▇ ▇▇▇▇▇▇▇▇,
-------------- lever handle, Building Standard finish.
Single Entry Doors: Two (2) pair butt hinges, door stop, surface mounted
------------------ closer, SCHLAGE Lockset, lever handle, Building Standard
finish.
Maximum: One (1) Interior Door, frame and hardware per three hundred (300)
square feet of useable area.
One (1) Entry Door per Tenant per floor, or as required by Code.
3. Ceiling
Suspended acoustical ceiling at 8'-6" above floor, with 2' x 4' ▇▇▇▇▇▇▇▇▇
"Second Look II" regular lay-in ceiling tiles throughout Tenant's space.
4. Lighting
Recessed 2' x 4' parabolic fluorescent fixtures with two (2) energy-saving
lamps. Elevator lobbies and common toilet facilities will have lighting
selected by Landlord.
Maximum: Not to exceed one (1) fixture per eighty (80) square feet of
useable area.
5. Light Switches
Building Standard toggle switch and plastic cover plate at standard height.
Maximum: One (1) double pair per two hundred fifty (250) square feet of
useable area.
6. Electrical Outlets
Building Standard wall-mounted duplex electrical outlet with plastic cover
plate at standard height.
Maximum: One (1) outlet per one hundred fifty (150) square feet of
useable area.
7. Telephone Outlets
Wall-mounted telephone outlet.
Maximum: One (1) outlet per two hundred (200) square feet of useable
area.
8. Floor Covering and Base
Building Standard tufted cut pile, 37 oz. Anso IV nylon fiber, glue direct,
or; resilient flooring in color selected by Tenant from Landlord's standard
colors, throughout Tenant's space. Resilient base, 2 1/2" carpet type, in
color selected by Tenant from Landlord's standard colors.
9. Paint
Stipple primer and one (1) coat satin finish latex enamel paint in colors
selected by Tenant from Building Standard selection. Not more than two (2)
colors in any single room or office, and not more than one (1) color per
wall.
10. Window Covering
Building Standard 1" aluminum mini-blinds, with tilt wand, on all exterior
windows. No deletions or substitutions allowed.
11. Fire Protection System
A fire protection system including fire alarms, annunciators, smoke
detectors and sprinklers, located in a Building Standard pattern to conform
with applicable codes. Any alterations or additions to said system,
required to accommodate Tenant improvements, shall be at the Tenant's sole
expense.
12. Lighted Exit Lights
One (1) exit light per three thousand (3,000) square feet of useable area.
13. HVAC (Heating, Ventilating and Air Conditioning)
A complete year-round HVAC system engineered to handle normal office usage,
with ducted supply air through ceiling diffusers, zoned and located in a
Building Standard pattern. Return air through exhaust vents. Any
alterations or additions to said system, required to accommodate Tenant
improvements, shall be at Tenant's sole expense.
14. Tenant Signage
One (1) Building Standard Tenant identification sign at Tenant's entry door
and inclusion in Building Lobby Directory.
*NOTE: IF THE MAXIMUM ALLOWANCE QUANTITIES SET FORTH ABOVE ARE USED IN EVERY
CATEGORY, THE BUILDOUT MAY EXCEED THE STANDARD BUILDOUT ALLOWANCE.
EXHIBIT D
RULES AND REGULATIONS
The following Rules and Regulations are a material part of the lease obligation,
and shall be faithfully performed by Tenant, its employees, agents and
representatives. Serious penalties may be assessed against Tenant if these Rules
are not followed.
1. No sign, placard, picture, advertisement, name or notice shall be inscribed,
displayed or printed or affixed on or to any part of the outside or inside of
the Building without the written consent of Landlord first had and obtained and
Landlord shall have the right to remove any such sign, placard, picture,
advertisement, name or notice without notice to and at the expense of ▇▇▇▇▇▇.
All approved signs or lettering on doors shall be printed, painted, affixed or
inscribed at the expense of Tenant by a person approved by Landlord. Tenant
shall not place anything or allow anything to be placed near the glass of any
window, door, partition or wall which may appear unsightly from outside the
Premises; provided, however, that Landlord may furnish and install a Building
standard window covering at all exterior windows. Tenant shall not without prior
written consent of Landlord cause or otherwise sunscreen any window.
2. The sidewalks, halls, passages, exits, entrances, elevators and stairways
shall not be obstructed by any of the Tenants or used by them for any purpose
other than for ingress and egress from their respective Premises.
3. The toilet rooms: urinals, wash bowls and other apparatus shall not be used
for any purpose other than that for which they were constructed and 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 Tenant who, or whose employees or invitees shall have caused it.
4. Tenant shall not overload the floor of the Premises or in any way deface the
Premises or any part thereof.
5. No furniture, freight or equipment of any kind shall be brought into the
Building without the prior notice to Landlord and all moving of the same into or
out of the Building shall be done at such time and in such manner as Landlord
shall designate. Landlord shall have the right to prescribe the weight, size and
position of all safes and other heavy equipment brought into the Building and
also the times and manner or moving the same in and out of the Building. Safes
or other heavy objects shall, if considered necessary by Landlord, stand on
supports of such thickness as is necessary to properly distribute the weight.
Landlord shall not be responsible for loss of or damage to any such safe or
property from any cause and all damage done to the Building by moving or
maintaining any such safe or other property shall be repaired at the expense of
Tenant.
6. Tenant shall not use, 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 the Landlord or other
occupants of the Building by reason of noise, odors and/or vibrations, or
interfere in any way with other tenants or those having business therein, nor
shall any animals or birds be brought in or kept in or about the Premises or the
Building.
7. No cooking shall be done or permitted by any Tenant on the Premises, nor
shall the Premises be used for the storage of merchandise, for washing clothes,
for lodging, or for any improper, objectionable or immoral purposes.
8. Tenant shall not use or keep in the Premises or the Building any kerosene,
gasoline or inflammable or combustible fluid or material, or use any method of
heating or air conditioning other than that supplied by Landlord.
9. ▇▇▇▇▇▇▇▇ will direct electricians as to where and how telephone and
telegraph wires are to be introduced. No boring or cutting for wires will be
allowed without the consent of the Landlord. The location of telephone, call
boxes and other office equipment affixed to the Premises shall be subject to the
approval of Landlord.
10. On Saturdays, Sundays and legal holidays, and on other days between the
hours of 6:00 P.M. and 8:00 A.M. the following day, access to the Building, or
to the halls, corridors, elevators or stairways in the Building or to the
Premises may be refused unless the person seeking access is known to the person
or employee of the Building in charge or has a pass or is properly identified.
The Landlord shall in no case be liable for damages for any error with regard to
the admission to or exclusion from the Building of any person. In case of
invasion, mob, riot, public excitement, or other commotion, the Landlord
reserves the right to prevent access to the Building during the continuance of
the same by closing of the doors or otherwise, for the safety of the Tenants and
protection of property in the Building and the Premises.
11. Landlord reserves the right to exclude or expel from the Building any
person who, in the judgment of Landlord, is intoxicated or under the influence
of liquor or drugs, or who shall in any manner do any act in violation of any of
the rules and regulations of the Building.
12. No vending machines or machines of any description shall be installed,
maintained or operated upon the Premises without the written consent of the
Landlord.
13. Landlord shall have the right, exerciseable without notice and without
liability to Tenant, to change the name and street address of the Building of
which the Premises are a part.
MASKATIYA, SURI & CO., INC.
INVESTMENT BANKERS . REAL ESTATE DEVELOPERS
(18)
[LETTERHEAD OF MASKTAIYA, SURI & CO., INC.]
REGENCY PLAZA
14. Tenant shall not disturb, solicit, or canvass any occupant of the Building
and shall cooperate to prevent same.
15. Without the written consent of Landlord, Tenant shall not use the name of
the Building in connection with or in promoting or advertising the business of
Tenant except as ▇▇▇▇▇▇'s address.
16. Landlord shall have the right to control and operate the public portions of
the Building, and the public facilities, and heating and air conditioning, as
well as facilities furnished for the common use of the tenants, in such manner
as it deems best for the benefit of the tenants generally.
17. All entrance doors in the Premises shall be left locked when the Premises
are not in use, and all doors opening to public corridors shall be kept closed
except for normal ingress and egress from the Premises.
18. Tenant, it's employees, agents and representatives, shall be allowed to
park in areas designated as surface parking (1) one automobile for each 300
square feet of leased area free of charge. unless this service is discontinued
by Landlord. Landlord may impose a parking charge for each additional automobile
parked by ▇▇▇▇▇▇, it's employees, agents and representatives. Automobiles
illegally parked shall be towed by Landlord, at the sole expense of ▇▇▇▇▇▇.
19. Landlord shall provide all utilities (including but not limited to HVAC,
power, water, janitorial) during normal business hours from 7:00 A.M. to 6:00
P.M., weekday, excluding legal holidays. Tenant shall pay for the use of any
utilities during hours or days other than those set forth above. Charges for
these utilities shall be based directly on usage, and at rates set by Landlord
from time to time. Tenant shall pay all such charges monthly, in addition to the
monthly base rent. See Addendum #8.
20. All deliveries to the Premise of tenants, that require use of trolleys,
carts, and can potentially disturb the free movement of people, can only be made
after normal business hours, as set forth above in Article 19, or as set by
Landlord. Wherever possible Tenant shall direct and use the freight elevator as
marked for deliveries. All deliveries have to be accessed from the delivery
entrance, and no deliveries will be permitted from the main entrances.
21. Tenant shall at the end of each weekday, deposit in an area within the
tenant's suite as designated by Tenant in writing to Landlord all cardboard
boxes and other heavy trash for removal by the janitors. Landlord shall provide
services for removal of all normally generated trash by office use. Landlord may
assess additional charges to Tenant, which charges must be paid monthly, for
removal of any trash other than normally generated office related trash.
▇▇▇▇▇▇▇▇'s judgment in determining the nature and identity of such trash shall
be final.
Tenant shall not deposit or leave any trash outside Tenant's suite, in a public
corridor. If Landlord is required to remove any such trash, Landlord shall
assess additional charges to Tenant.
In addition to the trash in the special designated area as set forth above, the
Janitors will remove only trash clearly deposited in wastebaskets.
22. Tenant, its employees, agents and representatives shall not deposit any
coffee grinds, tea bags or the like in any public washroom. To the extent
possible all such waste shall be deposited in a properly lined, waterproof
wastebasket.
23. If spots are created on the carpeting, floor covering, drapes etc.,
Landlord shall immediately cause these spots to be removed by dry cleaning or
whatever process required. Tenant shall pay for the cost of any such spot
removal.
24. Tenant shall not alter or install any new locks on any doors or windows
without first obtaining Landlord's written consent. Tenant shall, if permitted
by Landlord to install any special lock, provide Landlord with at least three
(3) keys for any such lock.
25. Tenant shall maintain a list of all employees with keys and access to the
building and Tenants suite. This list shall be updated no less than monthly, and
be provided to Landlord on the first day of each month.
26. Landlord may change, modify or add any rule and regulation. To the extent
possible, Landlord shall provide all Tenants with written notice of any such
change. Landlords failure to so provide a notice can not be used by ▇▇▇▇▇▇ as an
excuse for non-observance of any rule or regulation.
27. If Landlord provides a security station within the building, Tenant shall
observe all check-in and check-out procedures as set by the Chief Security
Officer, for the Premises.
(2)
Microtec Research Inc., Addendum to Office Lease
Regency Plaza One
October 5, 1992
ADDENDUM TO OFFICE LEASE
------------------------
This agreement is made this 5th day of October, 1992 by and between REGENCY
PLAZA INTERNATIONAL INC., a Delaware Corporation, hereinafter referred to as
"Landlord" and MICROTEC RESEARCH INC., a California Corporation, hereinafter
referred to as "Tenant":
RECITALS
Whereas the parties have previously executed several leases for premises located
at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, including addendums
thereto, and relating to Suites commonly known as Suite 500 (Fifth Floor, 19,144
rentable square feet), Suite 1150 (Eleventh Floor, 4,755 rentable square feet)
and Suite 470 (Fourth Floor, 3,512 rentable square feet);
Whereas these leases expire on October 31, 1993;
Whereas, Microtec intends to surrender the premises located on the 4th floor
(Suite 470) and Eleventh Floor (Suite 1150), concurrently with the leasing of
additional space located on the top floor of the Regency Plaza One Building, an
area of approximately 19,144 rentable square feet;
THE AGREEMENT
-------------
Now in consideration of the Rents and mutual promises, covenants and conditions
the parties agree as follows;
The parties agree to renew and extend the lease for approximately 19,144
rentable square feet located on the Fifth (5th) floor commonly known as Suite
500 (the entire floor) and lease an additional, approximately 19,144 rentable
square feet on the top floor, commonly known as Suite 1300 (the entire floor) on
the following general terms and conditions;
1. Lease Term: Ten (10) Years from commencement date.
----- ----
2. Base Monthly Rent: ▇▇▇▇▇▇ agrees to pay a base monthly rent of SIXTY
---- ------- ----
SEVEN THOUSAND AND FIVE DOLLARS ($67,005 per month) for the first Five (5) Years
of the Lease Term and SEVENTY THOUSAND EIGHT HUNDRED AND THIRTY FIVE DOLLARS
($70,835 per month) for the next Five (5) Years.
1
Microtec Research Inc.,
Addendum to Office Lease
Regency Plaza One
October 5, 1992
3. Tenant Improvements: Landlord, at its cost, agrees to modify the premises
------ ------------
on the Top Floor in accordance with the space plan submitted by ▇▇▇▇▇▇,
receipt of which is hereby acknowledged by Landlord. The space plan is
hereby incorporated in this agreement as if set forth as an exhibit to this
agreement. All improvements/modifications shall be made consistent with the
applicable Building Standards for Regency Plaza One.
4. Lease Commencement: This lease shall commence no sooner than one week
----- ------------
after the substantial completion of the Tenant Improvements for the Top Floor,
and when these premises have been tendered for possession to Tenant. When
these premises are ready for possession by ▇▇▇▇▇▇, Landlord shall
establish the commencement date for the subject lease and specify the expiration
date.
5. Lease Termination for Suite 470 and 1150: Concurrently with the delivery
----- ----------- --- ----- --- --- ----
of the premises on the Top Floor, Landlord agrees to terminate the leases for
Suite 470 and Suite 1150.
6. Lease Termination for Suite 450: Whereas, Tenant has entered into a
----- ----------- --- ----- ---
sublease for Suite 450, which Lease agreement expires on June 30, 1993.
Concurrently with the commencement of this Lease, ▇▇▇▇▇▇▇▇ agrees to waive
one half of the Base Monthly Rent then due under the Lease for this Suite.
By way of example if Commencement of this Lease is on January 1, 1993, then
rent for the last 3 months will be waived.
7. Tenants Proportionate Share: Tenant's proportionate share relating to this
------- ------------- -----
new lease shall be 17.1%.
8. Operating Expenses Pass Through: Landlord agrees to waive any Pass Through
--------- -------- ---- -------
of increases in operating expenses for Calendar Year 1993. In addition, the
annual Pass Through for the remaining Years of this Lease shall be limited to
a maximum of **5% of the increase in operating expenses on a year to year
basis (**barring any singular extraordinary, uncontrollable increase in
expenses imposed by an outside taxing agency, which would cause the cap to
revert to 8%). The new Expense Stop for the Lease shall be set to $7.75.
2
9. Other Terms and Conditions: All other terms and conditions
----- ----- --- ----------
contained in the Base Lease for Suite 500 shall be applicable for this new
lease.
AGREED AS ABOVE
TENANT: LANDLORD:
MICROTEC RESEARCH INC., REGENCY PLAZA INTERNATIONAL INC.,
BY: /s/ ▇▇▇▇▇ ▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------- ----------------------------------
ITS: PRESIDENT ITS: PRESIDENT
3
ADDENDUM TO OFFICE LEASE
------------------------
This addendum is made the 2nd day of March, 1993 by and between REGENCY PLAZA
INTERNATIONAL INC., a Delaware Corporation, hereinafter referred to as
"Landlord" and MICROTEC RESEARCH INC., a California Corporation, hereinafter
referred to as "Tenant":
THE AGREEMENT
-------------
Pursuant to the Addendum to lease dated October 5, 1992, ▇▇▇▇▇▇ had intended to
surrender the premises located in the eleventh floor concurrently with the
leasing of the additional space on the top floor. ▇▇▇▇▇▇ will not surrender the
premises but will continue to lease under the following general terms and
conditions;
1. Premises:
---------
In additional to Suite 500, 19,144 rentable square feet and Suite 1300,
19,144 rentable square feet, Tenant will continue to lease Suite 1150, 4,755
rentable square feet.
2. ▇▇▇▇▇ ▇▇▇▇:
-----------
Ten years from commencement date.
3. Base Monthly Rent:
------------------
Tenant agrees to pay a base monthly rent for Suite 1150 as per the following
schedule:
Year One: 2/18/93 - $4,160.63 per month
2/17/94 - $4,160.63 per month
Years Two through Five: $8,321.25 per month
Years Six through Ten $8,797.02 per month
4. Tenant Improvements:
--------------------
Tenant agrees to accept Suite 1150 in as-is condition.
5. Commencement and Termination:
-----------------------------
Lease Commencement, as per possession letter, is February 18, 1993 and
termination is February 17, 2003.
6. Tenant's Proportionate Share:
-----------------------------
Tenant's proportionate share, relating to the new total rentable square
footage of 43,043, shall be 19.2%
7. Other Terms and Conditions:
---------------------------
All other terms and conditions contained in the Base Lease for Suite 500 and
subsequent Addendum's shall be applicable for this Addendum and all leased
space.
AGREED AS ABOVE:
TENANT: LANDLORD:
MICROTEC RESEARCH INC., REGENCY PLAZA INTERNATIONAL INC.,
BY: /s/ ▇▇▇▇▇ ▇▇▇▇ BY:
-------------------------------- ----------------------------------
ITS: PRESIDENT ITS: PRESIDENT
3
AMENDMENT TO LEASE
This agreement hereinafter referred to as "Amendment" to Lease, dated for
reference purposes only as June 10, 1994, between REGENCY PLAZA INTERNATIONAL,
INC., a Delaware Corporation, ("Landlord") and MICROTEC RESEARCH INC., a
California Corporation ("Tenant"), who agree as follows:
RECITALS
WHEREAS, the parties have previously executed a lease for Premises located
at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, including addendum's
thereto, and relating to Suites commonly known as Suite 500, Suite 1150, Suite
1300 and Suite 275 collectively the ("Lease");
WHEREAS, ▇▇▇▇▇▇ intends to surrender the Premises located on the Eleventh
Floor commonly known as Suite 1150 consisting of approximately 4,755 r.s.f, and
lease additional space located on the Twelfth Floor, of the Regency Plaza One
Building, consisting of approximately 19,144 rentable square feet;
WHEREAS, Tenant and Landlord wish to extend the lease term for Suite 275.
NOW THEREFORE, in consideration of the Rents and mutual promises, covenants
and conditions the parties agree as follows:
The parties agree to lease the entire Twelfth floor consisting of approximately
19,144 rentable square feet, commonly known as "Suite 1200" on the following
terms and conditions:
1. Lease term. The term for Suite 1200 and 275 shall be for five (5) years
from the Commencement Date.
2. Base Monthly Rent. The monthly Base Rent for Suite 1200 shall be $34,416.00
per month during the initial lease term. The monthly Base Rent for Suite 1200
shall not be subject to any rent escalation. The monthly Base Rent for Suite 275
is currently $2,500.00 and subject to an annual adjustment on May 29, 1994,
(retroactive) and May 29, 1995. Thereafter, the monthly Base Rent shall remain
unchanged during the balance of the initial term. Effective November 1, 1998,
the monthly Base Rent for Suite 500 and 1300 shall increase to $70,835 ($1.85
per r.s.f)
3. Lease Commencement. The term for Suite 1200 and Suite 275 shall commence on
July 1, 1994.
4. Lease Termination Suite 1150. ▇▇▇▇▇▇▇▇ agrees to terminate the Lease for
Suite 1150 effective June 30, 1994, however, Landlord shall allow Tenant to
occupy the space through July 14, 1994, at no additional change.
5. Operating Expenses Pass Through. The Base Year calculations for Suite 1200
shall be 1994. The annual Pass Through shall be limited to a maximum of **five
percent (5%) of the increase in operating expense on year to year basis
(**barring any singularly extraordinary, uncontrollable increase in expenses
imposed by an outside taxing agency, which would cause the cap to revert to 8%).
The new Expense Stop for Suite 1200 shall be set to $7.75.
6. As a clarification to the Lease, the following is a list of each Suite the
approximate square footage of rentable area, the revised expiration dates of the
term the monthly Base Rent and the percentage share of Operating Expenses:
Suite Square Footage Expiration Date Base Rent Percentage Share
----- -------------- --------------- ---------- -----------------
275 1,313 06/30/99 $ 2,500.00 1%
500 19,144 02/28/03 $33,502.50 9%
1200 19,144 06/30/99 $34,416.00 9%
1300 19,144 02/28/03 $33,502.50 9%
7. Condition of Premises. Suite 1200 shall be delivered to Tenant on an "as is"
basis, except for the changes listed on Exhibit "A" attached hereto and made a
part hereof ("Tenant Improvements"). Suite 500 is currently occupied by Tenant
and as part of this Amendment, Landlord shall also construct the improvements as
noted on Exhibit "A". The cost of the Tenant Improvements shall be at Landlord's
sole cost and expense. Tenant acknowledges that Suite 1200 is suitable for
▇▇▇▇▇▇'s intended use. Tenant is currently occupying Suite 275 and shall
continue to occupy on an "as is" basis.
8. Broker. Landlord and Tenant each warrant to the other that it has had no
dealing with any real estate broker or agent in connection with the negotiation
of this Amendment and that it knows of no real estate broker who is entitled to
or can claim commission in connection with this Amendment.
9. Effectiveness of Lease. Except as set forth in this Amendment all the
provisions of the Lease shall remain unchanged and in full force and effect.
▇▇▇▇▇▇ to and accepted this 15 day of June, 1994.
-- ---- ----
REGENCY PLAZA INTERNATIONAL, INC. MICROTEC RESEARCH INC.
BY: /s/ ▇▇▇▇▇ ▇▇▇▇ BY: /s/ ▇▇▇▇▇ ▇▇▇▇
---------------------------------- -----------------------------------
▇▇▇▇▇ ▇▇▇▇, Vice President
EXHIBIT "A"
The following is a list of Tenant Improvements to be completed within Suite 500
and 1200 as part of this Amendment:
Suite 500 -
-----------
Demolish walls, electrical and restore related HVAC in Room 591.
Suite 1200 -
------------
Carpet
------
Install like quality carpet over VCT in large TTC room to match existing carpet.
Electrical
----------
Add seven (7) 110 V electrical circuits.
HVAC
----
1. Shut down and isolate two (2) existing chilled water air handlers
2. Add one (1) new VAV zone with hot water reheat
3. Add two (2) new cooling only VAV zones
4. Connect to and utilize existing distribution
5. Controls
6. Air balance
10. 16. ASSIGNMENT AND SUBLETTING
--- -----------------------------
In the event of a Sublease the Landlord shall receive the
Two Dollars ($2.00) per square foot base rent which Tenant
is obligated to pay, and fifty percent (50%) of any sums in
excess of the Two Dollars ($2.00) per square foot,
less marketing expenses.
LANDLORD: TENANT:
MASKATIYA, SURI CO., INC. MICROTEC RESEARCH
/s/ ▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇, President
----------------------------- --------------------------
Date: Date: 7/1/88
----------------------- -----------------------
EXHIBIT B
[DIAGRAM]
"EXHIBIT B REGENCY PLAZA SITE PLAN, PHASE THREE"