{"id":41693,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/140-w-union-street-pasadena-ca-sublease-agreement-bill.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"140-w-union-street-pasadena-ca-sublease-agreement-bill","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/140-w-union-street-pasadena-ca-sublease-agreement-bill.html","title":{"rendered":"140 W. Union Street (Pasadena, CA) Sublease Agreement &#8211; Bill Gross&#8217; idealab! and GoTo.com Inc."},"content":{"rendered":"<pre>                               SUBLEASE AGREEMENT\n\n\n         THIS SUBLEASE AGREEMENT (this 'Agreement') is dated as of February 1,\n1999, and is made by and between Bill Gross' idealab!, a California corporation\n('Sublessor') and GoTo.com, Inc., a Delaware corporation ('Sublessee').\nSublessor and Sublessee hereby agree as follows:\n\n         1.   Recitals: This Agreement is made with reference to the fact that \nTypecraft, Inc., as landlord ('Master Lessor'), and Sublessor, as tenant,\nentered into that certain lease, dated as of January 24, 1998 (the 'Master\nLease'), with respect to approximately 10,506 square feet of premises (the\n'Premises') located at 140 W. Union Street, Pasadena, California. A copy of the\nMaster Lease is attached hereto as Exhibit A and incorporated by reference\nherein.\n\n         2.   Premises: Sublessor hereby subleases to Sublessee, and Sublessee \nhereby subleases from Sublessor, all of the Premises (hereinafter, the\n'Subleased Premises'). This Agreement shall be at all times subject and\nsubordinate to the Master Lease.\n\n         3.   Term: The term of this Agreement (the 'Term') shall commence on \nFebruary 1, 1999 (the 'Commencement Date') and terminate on January 31, 2003\n(the 'Expiration Date'), unless this Agreement is sooner terminated pursuant to\nits terms or the Master Lease is sooner terminated pursuant to its terms.\n\n         4.   Rent:\n\n                  A. Monthly Rent. Sublessee shall pay to Sublessor as rent for \nthe Subleased Premises ('Monthly Rent') for each month during the Term, the\nfollowing amounts: (i) Twenty-One Thousand Twelve Dollars ($21,012) per month\nfor the first 12 months of the Term; (ii) Twenty-Two Thousand Sixty-Two Dollars\nand 60\/100 ($22,062.60) per month for the 13th - 24th months of the Term; (iii)\nTwenty-Three Thousand One Hundred Thirteen Dollars and 20\/100 ($23,113.20) per\nmonth for the 25th - 36th months of the Term; and (iv) Twenty-Four Thousand One\nHundred Sixty-Three Dollars and 80\/100 ($24,163.80) per month for the 37th -\n48th months of the Term. Monthly Rent shall be paid on or before the first (1st)\nday of each month. Monthly Rent for any period during the Term hereof which is\nfor less than one (1) month of the Term shall be a pro rata portion of the\nmonthly installment. Monthly Rent shall be payable without notice or demand and\nwithout any deduction, offset, or abatement, in lawful money of the United\nStates of America. Monthly Rent and Additional Rent (as defined below) shall be\npaid directly to Sublessor at 130 W. Union Street, Pasadena, CA 91103, Attn.:\nAccounting, or such other address as may be designated in writing by Sublessor.\n\n                  B. Gross Lease. The Monthly Rent shall constitute the entire \nrental payable by Sublessee to Sublessor for the use of the Subleased Premises.\nUnder no circumstance shall Sublessee be responsible for payment of any\noperating expenses, costs of maintenance, repair and improvements, taxes,\nassessments, insurance costs, utility charges or any other amounts in connection\nwith the use or occupancy of the Subleased Premises, whether or not any such\namounts are payable by Sublessor under the Master Lease.\n\n                  C. Additional Rent. All monies other than Monthly Rent\nrequired to be paid by Sublessee under this Agreement shall be deemed additional\nrent ('Additional Rent'). Monthly Rent and Additional Rent hereinafter\ncollectively shall be referred to as 'Rent.'\n\n         5.   Late Charge: If Sublessee fails to pay to Sublessor any amount due\nhereunder within five (5) business days after the due date, Sublessee shall pay\nSublessor upon demand interest on all amounts due, at a rate equal to the lesser\nof the prime rate quoted by the Bank of America or the maximum rate allowed by\nlaw (the 'Interest Rate'), from the fifth (5th) business day after the due date\nto and including the date of the payment.\n\n\n\n\n         6.   Use: Sublessee may use the Subleased Premises only for the uses\npermitted under the Master Lease. Sublessee shall promptly and properly observe\nand comply with all laws with respect to Sublessee's use of the Subleased\nPremises. Notwithstanding the foregoing, Sublessee shall not be required to\ncomply, or pay the cost of complying, with any laws requiring the construction\nof alterations or improvements to the Subleased Premises, unless due to\nSublessee's particular use of the Subleased Premises. Sublessee shall comply\nwith all restrictions set forth in the Master Lease and all reasonable rules and\nregulations promulgated from time to time by Master Lessor and Sublessor.\n\n         7.   Repairs: Sublessor shall maintain in good order and condition the\nSubleased Premises.\n\n         8.   Improvements: No alterations or improvements shall be made to the\nSubleased Premises, except in accordance with the Master Lease, and with the\nprior written consent of Sublessor.\n\n         9.   Services: Sublessor shall provide or cause Master Lessor to \nprovide to the Premises, twenty-four (24) hours per day, seven (7) days per\nweek, water, gas, electricity, sewer service, daily janitorial service and waste\npick-up, and any other utilities or services normally furnished in comparable\npremises in amounts suitable for the permitted use of the Premises. Sublessor\nshall provide or cause Master Lessor to provide to the Premises heating,\nventilating and air conditioning ('HVAC') (i) during normal business hours, and\n(ii) after hours and on weekends, to the same extent as Sublessor provides HVAC\nservice to its employees.\n\n         10.  Indemnity:\n\n                  A. Except to the extent caused by the negligence or willful\nmisconduct of Sublessor, its agents, employees or invitees, Sublessee shall\nindemnify, defend with counsel reasonably acceptable to Sublessor, protect and\nhold Sublessor harmless from and against any and all claims, liabilities,\njudgments, causes of action, damages, costs and expenses (including reasonable\nattorneys' and experts' fees), caused by or due to: (i) the negligence or\nwillful misconduct of Sublessee or its agents, employees or invitees; or (ii) a\nbreach of Sublessee's obligations under this Agreement. Sublessee's\nindemnification of Sublessor shall survive termination of this Agreement.\n\n                  B. Except to the extent caused by the negligence or willful\nmisconduct of Sublessee, its agents, employees or invitees, Sublessor shall\nindemnify, defend with counsel reasonably acceptable to Sublessee, protect and\nhold Sublessee harmless from and against any and all reasonable claims,\nliabilities, judgments, causes of action, damages, costs and expenses (including\nreasonable attorneys' and experts' fees) caused by or due to: (i) the negligence\nor willful misconduct of Sublessor or its agents, employees or invitees; or (ii)\na breach of Sublessor's obligations under this Agreement or under the Master\nLease. Sublessor's indemnification of Sublessee shall survive termination of\nthis Agreement.\n\n         11.  Insurance: Sublessee shall keep in full force and effect, at\nSublessee's sole cost and expense, a commercial general liability policy of\ninsurance and a property insurance policy as required under Sections 8.2 and 8.4\nof the Master Lease. The liability policy shall name Sublessor and Master Lessor\nas additional insureds.\n\n         12.  Release and Waiver of Subrogation: Sublessor and Sublessee hereby\nrelease each other, and their respective agents, employees, subtenants, and\ncontractors, from all liability for damage to any property that is caused by or\nresults from a risk which is actually insured against or which would normally be\ncovered by 'all risk' property insurance, without regard to the negligence or\nwillful misconduct of the entity so released. Each party shall use its best\nefforts to cause each insurance policy it obtains to provide that the insurer\nthereunder waives all right of recovery by way of subrogation as required herein\nin connection with\n\n\n                                      -2-\n\n\nany injury or damage covered by the policy. If the insurance policy cannot be\nobtained with the waiver of subrogation, or if the waiver of subrogation is\navailable only at additional cost and the party for whose benefit the waiver is\nnot obtained does not pay the additional cost, then the party obtaining the\ninsurance immediately shall notify the other party.\n\n         13.  Damage: If the Premises, or any part thereof, are damaged due to\nany peril, Sublessee shall be entitled to an abatement of all Rent to the extent\nof the interference with Sublessee's use of the Subleased Premises occasioned\nthereby. If the Premises are damaged by any peril and the repair would\nreasonably be expected to take more than one hundred eighty (180) days, then\nSublessee shall have the option to terminate this Agreement by delivery of\nwritten notice thereof to Sublessor. Sublessee shall have the right to terminate\nthis Sublease, or to keep this Sublease in effect by offering to pay repair\ncosts or by exercising its option to extend, as provided in Section 9 of the\nMaster Lease.\n\n         14.  Assignment and Subletting: Sublessee may not assign this \nAgreement, sublet the Subleased Premises or permit any use of the Subleased\nPremises by another party (all as described in Section 12.1 of the Master Lease)\n(collectively, a 'Transfer') except in compliance with the terms of Section 12\nof the Master Lease, and without the prior written consent of Sublessor and, if\nrequired under the Master Lease, Master Lessor. Sublessor may withhold its\nconsent to any such Transfer in its sole and absolute discretion; provided,\nhowever, that Sublessor shall not unreasonably withhold its consent to a\nTransfer (a) to an entity controlling, controlled by or under common control\nwith Sublessee, an entity related to Sublessee by merger, consolidation, stock\npurchase or other corporate reorganization or a purchaser of substantially all\nof Sublessee's assets or (b) in connection with the transfer of Sublessee's\nstock or a change of control.\n\n         15.  Default: Sublessee shall be in default of its obligations under\nthis Agreement if any of the following events occur:\n\n                  A. Sublessee fails to pay any Rent when due, when such failure\ncontinues for thirty (30) days after the date that any such sum is due; or\n\n                  B. Sublessee fails to perform any term, covenant or condition\nof this Agreement (except those requiring payment of Rent) and fails to cure\nsuch breach within thirty (30) days after delivery of a written notice\nspecifying the nature of the breach; provided, however, that if more than thirty\n(30) days reasonably are required to remedy the failure, then Sublessee shall\nnot be in default if Sublessee commences the cure within the thirty (30) day\nperiod and thereafter diligently endeavors to complete the cure; or\n\n                  C. Sublessee commits any other act or omission which\nconstitutes a default under the Master Lease, which has not been cured after\ndelivery of written notice and passage of the applicable grace period provided\nin the Master Lease.\n\n         16.  Remedies: In the event of any default by Sublessee, Sublessor \nshall have all remedies provided under the Master Lease and by applicable law.\n\n         17.  Parking: Sublessee shall have the right to use, throughout the\nTerm, twenty (20) parking spaces in Parson's Garage as provided in Section 49 of\nthe Master Lease at a monthly rate of Twenty-Three Dollars ($23) per parking\nspace, as such monthly rate may be adjusted from time to time by Parson's\nGarage. Sublessee shall have the right to negotiate directly with the owner of\nParson's Garage for the use of additional parking spaces upon terms to be agreed\nupon by Sublessor and the owner of Parson's Garage.\n\n\n                                      -3-\n\n\n         18.  Signage: Sublessor shall have the right to display outdoor signage\nwithin the guidelines of the City of Pasadena, subject to the terms and\nconditions of the Master Lease.\n\n         19.  Broker: Sublessor and Sublessee each represent to the other that\nthey have dealt with no real estate brokers, finders, agents or salesmen in\nconnection with this transaction.\n\n         20.  Notices: Unless at least five (5) days' prior written notice is\ngiven in the manner set forth in this section, the address of each party shall\nbe that address set forth below their signatures at the end of this Agreement.\nAll notices, demands or communications in connection with this Agreement shall\nbe personally delivered or properly addressed and deposited in the mail\n(certified, return receipt requested, and postage prepaid). Notices shall be\ndeemed delivered (a) upon receipt, if personally delivered, or (b) three (3)\nbusiness days after mailing, if mailed as set forth above. Notwithstanding the\nforegoing, all notices given to Master Lessor under the Master Lease shall be\nconsidered delivered only when delivered in accordance with the Master Lease.\n\n         21.  Sublessor's Obligations with Respect to the Master Lease: \nSublessor shall fully perform all of its obligations under the Master Lease to\nthe extent Sublessee has not expressly agreed to perform such obligations under\nthis Agreement. Sublessor shall not terminate the Master Lease, amend or waive\nany provisions under the Master Lease or make any elections, exercise any right\nor remedy and give any consent or approval under the Master Lease that would\nmaterially adversely affect Sublessee's use of the Subleased Premises or\nmaterially increase Sublessee's obligations or decrease Sublessee's rights under\nthis Agreement, without Sublessee's prior written consent. Sublessor, with\nrespect to the obligations of Master Lessor under the Master Lease, shall use\nSublessor's diligent good faith efforts to cause Master Lessor to perform such\nobligations for the benefit of Sublessee. Such diligent good faith efforts shall\ninclude, without limitation, upon Sublessee's written request, immediately\nnotifying Master Lessor of its nonperformance under the Master Lease and\nrequesting that Master Lessor perform its obligations under the Master Lease.\n\n         22.  Quiet Enjoyment: Sublessee shall peacefully have, hold and enjoy\nthe Subleased Premises, subject to the terms and conditions of this Agreement,\nprovided that there is not a default by Sublessee. In the event, however, that\nSublessor defaults in the performance or observance of any of Sublessor's\nremaining obligations under the Master Lease or fails to perform Sublessor's\nstated obligations under this Agreement, then Sublessee shall give Sublessor\nnotice specifying in what manner Sublessor has defaulted, and if such default\nshall not be cured by Sublessor within thirty (30) days thereafter (except that\nif such default cannot be cured within said thirty (30) day period, this period\nshall be extended for an additional reasonable time, provided that Sublessor\ncommences to cure such default within such thirty (30) day period and proceeds\ndiligently thereafter to effect such cure as quickly as possible), then\nSublessee shall be entitled to cure such default and promptly collect from\nSublessor Sublessee's reasonable expenses in so doing (including, without\nlimitation, reasonable attorneys' fees and court costs). Sublessee shall not be\nrequired, however, to wait the entire cure period described herein if earlier\naction is required to comply with the Master Lease or with any applicable\ngovernmental law, regulation or order.\n\n         23.  Option to Extend: Sublessor hereby grants to Sublessee one (1)\noption (the 'Option') to extend the Term of this Agreement for an additional\nterm of four (4) years, commencing upon the expiration of the initial Term, upon\nthe terms and conditions set forth in this section. Sublessee may exercise the\nOption by giving Sublessor written notice of its intention not less than one\nhundred (100) days prior to the expiration of the initial Term of this Sublease.\nIf the Option is exercised, the monthly rent for the Premises shall be at a rate\nto be agreed upon by the parties based on the rent payable by Sublessor under\nthe Master Lease and the additional costs to Sublessor due to the gross nature\nof the Sublease and Sublessor's construction of the Tenant Improvements. All\nother terms and conditions contained in this Agreement, as the \n\n\n                                      -4-\n\n\nsame may be amended from time to time by the parties in accordance with the\nprovisions hereof, shall remain in full force and effect and shall apply during\nthe Option term.\n\n         24.  Tenant Improvements: Prior to the Commencement Date, Sublessor\nconstructed, at Sublessor's sole cost and expense, the tenant improvements in\nthe Subleased Premises described on Exhibit B hereto (the 'Tenant\nImprovements'), in accordance with more detailed plans and specifications\nmutually agreed upon the paries. In addition, Sublessor has provided, or shall\nprovide, to Sublessee an allowance in the amount of Fifty Thousand Dollars\n($50,000), to be used by Sublessee to construct additional capital improvements\nin the Subleased Premises.\n\n         25.  Other Sublease Terms: The terms and conditions of this Sublease\nshall also include all of the terms of the provisions of the Master Lease set\nforth below and such terms are incorporated into this Sublease as if fully set\nforth herein, except that each reference in such incorporated sections to\n'Lease,' 'Premises,' 'Lessor' and 'Lessee' shall be deemed a reference to\n'Sublease,' 'Subleased Premises,' 'Sublessor' and 'Sublessee, respectively,\nexcept as otherwise expressly set forth herein. The following provisions of the\nMaster Lease shall be incorporated herein: Master Lease Sections 6.1, 6.2, 13.2,\n14, 16, 25 and 43. Sublessee hereby expressly agrees to comply with all\nprovisions of the Master Lease which are incorporated hereunder and to perform\nall the obligations on the part of Sublessee under the terms of the Master Lease\nto the extent provided in this Sublease.\n\n         26.  Miscellaneous: This Agreement shall in all respects be governed by\nand construed in accordance with the laws of the state in which the Subleased\nPremises are located. If any term of this Agreement is held to be invalid or\nunenforceable by any court of competent jurisdiction, then the remainder of this\nAgreement shall remain in full force and effect to the fullest extent possible\nunder the law, and shall not be affected or impaired. This Agreement may not be\namended except by the written agreement of all parties hereto. Time is of the\nessence with respect to the performance of every provision of this Agreement in\nwhich time of performance is a factor. Any executed copy of this Agreement shall\nbe deemed an original for all purposes. This Agreement shall, subject to the\nprovisions regarding assignment, apply to and bind the respective heirs,\nsuccessors, executors, administrators and assigns of Sublessor and Sublessee.\nThe language in all parts of this Agreement shall in all cases be construed as a\nwhole according to its fair meaning, and not strictly for or against either\nSublessor or Sublessee. The captions used in this Agreement are for convenience\nonly and shall not be considered in the construction or interpretation of any\nprovision hereof. When a party is required to do something by this Agreement, it\nshall do so at its sole cost and expense without right of reimbursement from the\nother party unless specific provision is made therefor. Whenever one party's\nconsent or approval is required to be given as a condition to the other party's\nright to take any action pursuant to this Agreement, then such consent or\napproval shall not be unreasonably withheld or delayed. If either party brings\nany action or legal proceeding with respect to this Agreement, the prevailing\nparty shall be entitled to recover reasonable attorneys' and experts' fees and\ncourt costs.\n\n         27.  Amended and Restated: This Agreement is given to amend, restate \nand replace in its entirety that certain short form Lease Terms agreement dated\nOctober 7, 1998 executed by Sublessor and Sublessee with respect to the\nSubleased Premises.\n\n         28. Early Termination Right: Sublessee shall have the right to\nterminate this Sublease at any time during the Term, without any penalty, by\ndelivering written notice thereof to Sublessor not less than ninety (90) days\nprior to such early termination date. From and after such early termination\ndate, the obligations of the parties hereunder shall terminate as if such early\ntermination date was the expiration date under this Sublease.\n\n\n                                      -5-\n\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement as of the\nday first above written.\n\n\n                                                    \nSUBLESSOR:                                            SUBLESSEE:\n\nBILL GROSS' IDEALAB!,                                 GOTO.COM, INC.,\na California corporation                              a Delaware corporation\n \nBy: \/s\/ Marcia Goodstein                              By: \/s\/ Todd Tappin\n   ---------------------------                           ---------------------------\nName: Marcia Goodstein                                Name: Todd Tappin\n     -------------------------                             -------------------------\nIts: COO                                              Its: CFO\n    --------------------------                            --------------------------\n\nAddress:  130 W. Union Street                         Address:  140 W. Union Street\n          Pasadena, CA  91103                                   Pasadena, CA  91103\n          Attn.: Chief Financial Officer                        Attn.: Chief Financial Officer\n\n\n\n                                        \n                                      -6-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7665],"corporate_contracts_industries":[],"corporate_contracts_types":[9583,9579],"class_list":["post-41693","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gotocom-inc","corporate_contracts_types-land__ca","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41693","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41693"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41693"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41693"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41693"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}