STANDARD SUBLEASE
1. PARTIES. This Sublease, dated, for reference purposes only, February 27,
1998, is made by and between Space Systems/Loral, Inc., a Delaware
corporation, located at 3825 Fabian Way, MS Z-02, Palo Alto, California
94303 (herein called 'Sublessor') and Veritas Software Corporation, a
Delaware corporation, located at 1600 Plymouth Street, Mountain View,
California 94043 (herein called 'Sublessee').
2. PREMISES. Sublessor hereby subleases to Sublessee and Sublessee hereby
subleases from Sublessor for the term, at the rental and upon all of the
conditions set forth herein, that certain office space consisting of the
entire first floor (except for the front lobby, which is shared) (the
'Premises') of a free-standing 2-story building (the 'Building') located
at 1098 Alta Road, Mountain View, California. Sublessee shall have the
right in common with Sublessor or other occupants of the Building to
utilize the front lobby and staircases for ingress and egress to and from
their respective premises in the Building. Sublessee's rentable floor
space, including its share of the lobby, is 28,297 square feet. Sublessee
shall have the right in common with Sublessor or other occupants of the
Building to use its pro rata share of the parking spaces servicing the
Building.
3. TERM.
3.1 Term. The term of this Sublease shall commence May 1, 1998 and end on
September 30, 2001 unless sooner terminated pursuant to any provision
hereof.
3.2 Delay in Commencement. Notwithstanding said commencement date, if for
any reason Sublessor cannot deliver possession of the Premises to
Sublessee on said date, Sublessor shall not be subject to any liability
therefore, nor shall such failure affect the validity of this Sublease or
the obligations of Sublessee hereunder or extend the term hereof, but in
such case Sublessee shall not be obligated to pay rent until possession of
the Premises is tendered to Sublessee, provided, however, that if
Sublessor shall not have delivered possession of the Premises within
thirty (30) days from said commencement date, Sublessee may, at
Sublessee's option, by notice in writing to Sublessor within fifteen (15)
days thereafter, cancel this Sublease, in which event the parties shall be
relieved of all liability hereunder, except that Sublessor shall return
all funds theretofore deposited by Sublessee, to Sublessee.
4. BASE RENT. Sublessee shall pay to Sublessor as base rent for the Premises
equal monthly payments, in advance, on the 1st day of each month equal to
$84,891.00 per month for the first year of the term; $86,305.85 per month
for the second year of the term; $87,720.70 per month for the third year
of the term; and $89,135.55 per month for the remainder of the term.
Sublessee shall pay Sublessor upon the execution hereof $28,297.00 as rent
for the first month of the Sublease term, which represents $84,891.00 less
a credit of $56,594.00 as an allowance towards its consultant's fee. Rent
for any period during the term hereof which is less than one (1) month
shall be a pro-rata portion of the monthly installment. Rent shall be
payable, without demand, reduction or offset, except as set forth in the
Master Lease (as hereinafter defined), in lawful money of the United
States to Sublessor, at the address stated herein or to such other persons
or at such other places as Sublessor may designate in writing.
In addition to the Base Rent, Sublessee shall pay Additional Rent in
accordance with the provisions of Paragraph 2.2 of the Addendum to this
Sublease.
5. SECURITY DEPOSIT. Sublessee shall deposit with Sublessor upon execution
thereof $84,891.00 as security for the Sublessee's faithful performance of
Sublessee's obligations hereunder. If Sublessee fails to pay rent or other
charges due hereunder, or otherwise defaults with respect to any provision
of this Sublease, Sublessor may use, apply or retain all or any portion of
said deposit for the payment of any rent or other charge in reason of
Sublessee's default, or to compensate Sublessor for any loss or damage
which Sublessor may suffer thereby. If Sublessor so uses or applies all or
any portion of said deposit Sublessee shall, within ten (10) business days
after written demand therefore, deposit
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cash with Sublessor in an amount sufficient to restore said deposit to the
full amount hereinabove stated and Sublessee's failure to do so shall be a
material breach of this Sublease. Sublessor shall not be required to keep
said deposit separate from its general accounts. Upon expiration or sooner
termination of this Sublease, said deposit or so much thereof as has not
therefore been applied by Sublessor, shall be returned, without payment of
interest or other increment for its use to Sublessee (or at Sublessee's
option to the last assignees, if any, of Sublessee's interest hereunder)
at the expiration of the term thereof, and after Sublessee has vacated the
Premises. No trust relationship is created herein between Sublessor and
Sublessee with respect to said Security Deposit.
6. USE.
6.1 Use. The Premises shall be used and occupied only for purposes
permitted under the Master Lease and for no other purposes.
6.2 Compliance with Law.
A) Sublessee acknowledges and agrees that it is accepting the Premises
in its AS-IS condition without representation or warranty as to the
condition thereof or compliance with applicable laws and codes (including
the Americans with Disabilities Act). Sublessee acknowledges that it has
been given adequate opportunity to inspect, and has inspected, the Premises
to determine its condition and its compliance with applicable laws and
codes.
B) Sublessee shall, at Sublessee's expense, comply promptly with all
applicable statutes, ordinances, rules, regulations, orders, restriction of
record, and requirements in effect during the term or any part of the term
thereof regulating the use by Sublessee of the Premises. Sublessee shall
not use or permit the use of the Premises in any manner that will tend to
create waste or nuisance or, if there shall be more than one tenant of the
building containing the Premises, which shall tend to disturb such other
tenants.
6.3 Condition of Premises. Sublessee hereby accepts the Premises in their
condition existing as of the date of the execution hereof, subject to all
applicable zoning, municipal, county and state laws, ordinances, and
regulations governing and regulating the use of the Premises, and accepts
this Sublease subject thereto and to all matters disclosed thereby and by
any exhibits attached hereto. Sublessee acknowledges that neither
Sublessor nor Sublessor's agents have made any representations or warranty
as to the suitability of the Premises for the Sublessee's business.
7. MASTER LEASE.
7.1 Sublessor is the lessee of the Premises by virtue of that certain
Lease Agreement made the 31st day of July, 1996, between John Arrillaga,
Trustee, or his successor trustee, UTA dated 7/20/77 (Arrillaga Family
Trust) as amended, and Richard T. Peery, Trustee, or his successor
Trustee, UTA dated 7/20/77 (Richard T. Peery Separate Property Trust), as
amended, as Landlord (herein collectively referred to as the 'Master
Lessor') and Sublessor, as Tenant, a copy of which is attached hereto
marked Exhibit 1 (herein referred to as the 'Master Lease').
7.2 This Sublease is and shall be at all times subject and subordinate to
the Master Lease.
7.3 All of the terms and conditions of the Master Lease are incorporated
herein as terms and conditions of this Sublease, with reference therein to
'Lessor' and 'Lessee' to be deemed to mean and refer to, respectively,
Sublessor and Sublessee herein, and with reference therein to the term
'Premises' to be deemed to mean and refer to the Premises as defined in
Section 2 hereof; provided, however, that the following provisions of the
Master Lease shall be excluded from this Sublease, or, as described below
modified: Paragraph 2, 3, 4A, 4D, 4E, 4F, 4G, 5, 7 (to the extent
inconsistent with the express provisions hereof), 10 (this provision shall
be modified for purposes of this Sublease to provide that Sublessee shall
be required to maintain such liability insurance in an amount not less
than $2 million per occurrence, and such insurance shall name both the
Master Lessor and the Sublessor as additional insured), 39, 46, 47, 49, 50
(to the extent of 46.2%
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of the additional rent payable thereunder) and 51. Paragraph 44 is
excluded to the extent of the requirement that the Master Lessor agrees
that the language at the end thereof in quotes is not to be contained in
this Sublease; otherwise such language is hereby incorporated by
reference, but Sublessor agrees not to exercise the right referred to
therein to voluntarily elect to terminate the Master Lease except if such
right is exercised pursuant to Paragraph 21 or 22 of the Master Lease or
this Sublease, whereupon the term of this Sublease shall also terminate on
such sooner date.
7.4 Sublessee shall hold Sublessor free and harmless of and from all
liability, judgments, costs, damages, claims or demands, including
reasonable attorneys' fees, arising out of Sublessee's failure to comply
with or perform Sublessee's obligations under this Sublease.
7.5 Sublessor agrees to maintain the Master Lease during the entire term
of this Sublease, subject, however, to any earlier termination of the
Master Lease without the fault of the Sublessor pursuant to Paragraphs 21
or 22 of the Master Lease or arising out of the failure of Sublessee to
perform any of its obligations under this Sublease.
7.6 Sublessor represents to Sublessee that the Master Lease is in full
force and effect and that, to its knowledge, no default exists on the part
of any party to the Master Lease.
7.7 To the extent that the Master Lease provides that the Master Lessor
shall provide services, utilities, insurance, maintenance or repairs,
Sublessee shall seek recourse first from Master Lessor. If Master Lessor
shall not promptly take action requested by Sublessee, Sublessee may then
notify Sublessor of such failure and Sublessor shall promptly attempt to
enforce Sublessor's rights under the Master Lease for the benefit of
Sublessee, provided, however, it shall not be required to incur any
out-of-pocket expenses therefore, unless reimbursed by Sublessee.
8. ASSIGNMENT OF SUBLEASE AND DEFAULT.
8.1 Sublessor hereby assigns and transfers to Master Lessor the
Sublessor's interest in this Sublease and all rentals and income arising
therefrom, subject, however, to terms of Paragraph 8.2 hereof.
8.2 Master Lessor, by executing this document, agrees that until a default
shall occur in the performance of Sublessor's Obligations under the Master
Lease, that Sublessor may receive, collect and enjoy the rents accruing
under this Sublease. However, if Sublessor shall default in the performance
of its obligations to Master Lessor, then Master Lessor may, at its option,
receive and collect, directly from Sublessee, all rent owing and to be owed
under this Sublease. Master Lessor shall not, by reason of this assignment
of the Sublease nor by reason of the collection of the rents from the
Sublessee, be deemed liable to Sublessee for any failure of the Sublessor
to perform its obligations hereunder.
8.3 Sublessor hereby irrevocably authorizes and directs Sublessee, upon
receipt of any written notice from the Master Lessor stating that a
default exists in the performance of Sublessor's obligations under the
Master Lease, to pay to Master Lessor the rents due and to become due
under Sublease. Sublessor agrees that Sublessee shall have the right to
rely upon any such statement and request from Master Lessor, and that
Sublessee shall pay such rents to Master Lessor without any obligation or
right to inquire as to whether such default exists and notwithstanding any
notice from or claim from Sublessor to the contrary and Sublessor shall
have no right or claim against Sublessee for any such rents to be paid by
Sublessee.
9. CONSENT OF MASTER LESSOR.
9.1 In the event that the Master Lease requires that Sublessor obtain the
consent of Master Lessor to any subletting by Sublessor then, this Sublease
shall not be effective unless, within thirty (30) days of the date hereof,
Master Lessor signs this Sublease thereby giving its consent to this
Subletting.
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9.2 In the event that Master Lessor does give such consent then:
(a) Such consent will not release Sublessor of its obligations or alter the
primary liability of Sublessor to pay the rent and perform and comply with
all of the obligations of Sublessor to be performed under the Master Lease.
(b) The acceptance of rent by Master Lessor from Sublessee or any one else
liable under the Master Lease shall not be deemed a waiver by Master Lessor
of any provisions of the Master Lease.
(c) The consent of this Sublease shall not constitute a consent to any
subsequent subletting or assignment.
(d) In the event of any default of Sublessor under the Master Lease, Master
Lessor may proceed directly against Sublessor, any guarantors or any one
else liable under the Master Lease or this Sublease without first
exhausting Master Lessor's remedies against any other person or entity
liable thereon to Master Lessor.
(e) In the event that Sublessor shall default in its obligations under the
Master Lease, then Master Lessor, at its option and without being obligated
to do so, may require Sublessee to attorn to Master Lessor in which event
Master Lessor shall undertake the obligations of Sublessor under this
Sublease from the time of the exercise of said option to termination of
this Sublease, but Master Lessor shall not be liable for any prepaid rents
nor any security deposit paid by Sublessee unless actually paid to Master
Lessor,nor shall Master Lessor be liable for any other defaults of the
Sublessor under the Sublease. In the event that Master Lessor requires
Sublessee to attorn to Master Lessor pursuant to this subparagraph 9.2(e),
Master Lessor shall provide Sublessee with a non-disturbance agreement
reasonably satisfactory to Sublessee.
9.3 The signatures of the Master Lessor at the end of this document shall
constitute its consent to the terms of this Sublease.
9.4 Master Lessor acknowledges, that to Master Lessor's knowledge, no
default presently exists under the Master Lease of obligations to be
performed by Sublessor and that the Master Lease is in full force and
effect.
10. BROKER'S FEE.
10.1 Upon execution hereof by all parties, Sublessor shall pay to Grubb & Ellis, a licensed real estate broker (herein called 'Broker'), a fee as set
forth in a separate agreement between Sublessor and Broker.
10.2 Sublessee represents and warrants to Sublessor that it dealt with no
broker other than Broker and that its dealings with E.& Y. Kenneth
Laventhal Real Estate Group is as consultant at its sole cost and expense
(except for credit referred to in Paragraph 4 hereof.)
11. ATTORNEYS' FEES. If any party brings action to enforce the terms hereof to
declare rights hereunder, the prevailing party in any such action, on trial
and appeal, shall be entitled to his reasonable attorney's fees to be paid
by the losing party as fixed by the Court. The provision of this paragraph
shall inure to the benefit of the Broker named herein who seeks to enforce
a right hereunder.
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IN WITNESS WHEREOF, the parties hereto have executed this sublease as of the
date below.
SUBLESSOR: SPACE SYSTEMS/LORAL, INC.
By: /s/ STEPHEN L. JACKSON
------------------------------
Stephen L. Jackson
Its: Vice President, Administration
------------------------------
Date:
------------------------------
SUBLESSEE: VERITAS SOFTWARE CORPORATION
By: /s/ JAY A. JONES
------------------------------
JAY A. JONES
VICE PRESIDENT AND
Its: GENERAL COUNSEL
------------------------------
Date: 3/4/98
------------------------------
MASTER LESSOR: ARRILLAGA FAMILY TRUST AND
RICHARD T. PEERY SEPARATE PROPERTY TRUST
By:
------------------------------
Its:
------------------------------
Date:
------------------------------
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ADDENDUM TO STANDARD SUBLEASE
BETWEEN SPACE SYSTEMS/LORAL, INC., SUBLESSOR
AND VERITAS SOFTWARE CORPORATION, INC., SUBLESSEE
COVERING PREMISES AT 1098 ALTA ROAD, MOUNTAIN VIEW, CALIFORNIA
('SUBLEASE')
The following provisions are incorporated as provisions of the Sublease, and in
the event of any conflict between the provisions of the Sublease and this
Addendum, the provisions of this Addendum shall govern and control.
1. SUBLEASEE'S MAINTENANCE AND REPAIR OBLIGATIONS. Subject to Sublessee's
obligation to pay its share of 'Designated Expenses' referred to in
Paragraph 2 of this Addendum, Sublessor shall fulfill the maintenance and
repair obligations set forth as Lessee's obligations in the Master Lease.
Notwithstanding the foregoing, Sublessee shall be responsible for the
maintenance within the Premises of interior improvements, finishes,
lighting facilities, plate glass and all improvements that Sublessee makes
to the Premises and for any repairs to the Premises necessitated by
Sublessee's negligence or misuse.
2. ADDITIONAL RENT PAYABLE BY SUBLESSEE
2.1 Definitions. The following definitions shall be applicable to this
section:
2.1.1 'Designated Expenses' means all expenses incurred by Sublessor,
whether or not paid directly by Sublessor or reimbursed to Master
Lessor, for the Premises and all other parts of the Building
(including the front lobby on the first floor of the Building, parking
and access areas and landscaping) for (i) all additional charges for
expenses and taxes payable pursuant to Paragraph 4D and 4E of the
Master Lease; (ii) electric, water, gas, and other utilities and
services (such as janitorial, gardening and security services), except
that Sublessee shall (a) pay directly to the utility companies the
charges for water, gas and electricity which are separately metered
for the Premises and (b) contract and pay for its own trash removal;
(iii) maintenance, repair, and replacement costs incurred pursuant to
the Master Lease; and (iv) Sublessor's Premises improvement
depreciation and management fee.
2.1.2 'Sublessee's Share of the Designated Expenses' means 46.2%.
2.2 As Additional Rent hereunder, Sublessee shall pay Sublessor, without
reduction or offset, Sublessee's Share of the Designated Expenses on
the first day of each month of the term of this Sublease. Sublessee's
Share of Designated Expenses shall be deemed to be $14,937 per month.
Within (90) days after the end of each calendar year during the term
of this Sublease, Sublessor shall calculate the Sublessee's Share of
the Designated Expenses for such calendar year and provide notice
thereof to Sublessee and Sublessor's Share of Designated Expenses
shall be adjusted as required by said notice with appropriate credits
or additional payments. Sublessee shall have the right to audit
Sublessor's records with respect to the calculation of Sublessee's
Share of Designated Expenses, provided that it elects in writing to do
so within ninety (90) days of its receipt of Sublessor's notice and
concludes such audit within thirty (30) days after such election
notice.
3. SUBLESSOR'S OBLIGATIONS. If, notwithstanding Sublessor's reasonable
efforts, Sublessee's use of the Premises is substantially impaired due to Master
Lessor's failure to perform any obligation of the Master Lessor under the Master
Lease, upon written request from Sublessee, Sublessor shall assign (to the
extent allowed under the Master Lease) Sublessor's rights under the Master Lease
to the extent necessary to permit Sublessee to institute legal proceedings
against Master Lessor to obtain performance of such obligation.
4. SURRENDER OF THE PREMISES. Subject to the Sublessee's repair and
maintenance obligations, Sublessee's removal and with respect to alterations,
additions, improvements and installations on the Premises shall apply only to
such work performed by Sublessee.
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5. SIGNAGE. Sublessee shall be entitled to install exterior signage subject
to the approval of Sublessor, Master Lessor and the City of Mountain View. Such
signage may be limited to Sublessee placing its name on the existing monument
sign.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the
date below.
SUBLESSOR: SPACE SYSTEMS/LORAL, INC.
By: /s/ STEPHEN L. JACKSON
------------------------------
Stephen L. Jackson
Its: Vice President, Administration
------------------------------
Date:
------------------------------
SUBLESSEE: VERITAS SOFTWARE CORPORATION
By: /s/ JAY A. JONES
------------------------------
JAY A. JONES
VICE PRESIDENT AND
Its: GENERAL COUNSEL
------------------------------
Date: 3/4/98
------------------------------
MASTER LESSOR: ARRILLAGA FAMILY TRUST AND
RICHARD T. PEERY SEPARATE PROPERTY TRUST
By:
------------------------------
Its:
------------------------------
Date:
------------------------------
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1098 Alta Road (Mountain View, CA) Standard Sublease - Space Systems/Loral Inc. and VERITAS Software Corp.
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