{"id":41705,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/215-devcon-drive-san-jose-ca-lease-agreement-peery-arrillaga.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"215-devcon-drive-san-jose-ca-lease-agreement-peery-arrillaga","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/215-devcon-drive-san-jose-ca-lease-agreement-peery-arrillaga.html","title":{"rendered":"215 Devcon Drive (San Jose, CA) Lease Agreement &#8211; Peery\/Arrillaga and FMC Corp."},"content":{"rendered":"<pre>\n\n                                  LEASE AGREEMENT\n\n     1.   PARTIES:  The parties to this Lease Agreement (the 'Lease') dated \nFebruary 16, 1984 are JOHN ARRILLAGA, Trustee, or his Successor Trustee UTA \ndated 7\/20\/77 (JOHN ARRILLAGA SEPARATE PROPERTY TRUST) as amended, and \nRICHARD T. PEERY, Trustee, or his Successor Trustee UTA dated 7\/20\/77 \n(RICHARD T. PEERY SEPARATE PROPERTY TRUST) as amended, (hereinafter referred \nto as 'Landlord'), and FMC CORPORATION, a Delaware corporation (hereinafter \nreferred to as 'Tenant').\n\n     2.   PROPERTY LEASED:    Landlord hereby leases to Tenant, and Tenant \nhereby leases from Landlord upon the terms and conditions as set forth herein \nall of that certain building of approximately 48,700 plus or minus square \nfeet together with parking appurtenant thereto, located at 215 Devcon Drive, \nSan Jose, California, as shown within the area outlined in Red on Exhibit A \nattached hereto and by reference made a part hereof.  The Premises leased \nhereunder are leased strictly on an 'as is' basis, and in the configuration \nset forth on Exhibit B attached hereto, and by reference, made a part hereof.\n\n     3.   TERM:     The term of this Lease shall be for a period of THREE \nYEARS, FIVE MONTHS, commencing April 1, 1984, and terminating 3 yrs 5 months \nthereafter on August 31, 1987.\n\n     4.   USE OF PREMISES:    Tenant shall use the Premises only for the \npurpose for which they were designed, to wit:  offices, administration, \nengineering, personnel, research &amp; development, and only in conformance with \napplicable laws for any lawful activity including the manufacturing, storage \nand distribution of electronic equipment and requisite office use therewith, \nexcluding manufacturing or storage activities outside of an enclosed \nstructure, except with the written consent of the Landlord.\n\n     5.   RENT:\n\n          A.   BASIC:    Tenant shall pay Landlord as rental the sums set \nforth in subparagraph B below (the 'Monthly Installments') each month in \nadvance on the first day of each month, commencing on the commencement date \nand continuing through the term of this Lease, together with additional rents \nas are hereinafter specified. \n\n          Said rental shall be paid by Tenant without deduction or offset, \nprior notice or demand at:\n\nPEERY\/ARRILLAGA\nFILE 1504\nPO BOX 60000\nSAN FRANCISCO, CA  94160\n\nor such other place or places as may be designated by Landlord from time to \ntime during the term of this Lease.\n\n          B.   MONTHLY INSTALLMENT. \n\n          (1)  On April 1, 1984, the sum of THIRTY THOUSAND FIVE HUNDRED \nNINETY THREE DOLLARS ($30,593.00) shall be due, and a like sum due on the \nfirst day of June, July and August, 1984. \n\n          (2)  On September 1, 1984, the sum of FORTY EIGHT THOUSAND SEVEN \nHUNDRED DOLLARS ($48,700.00) shall be due, and a like sum due on the first \nday of each month thereafter through and including August 1, 1985. \n\n          (3)  On September 1, 1985, the sum of FIFTY ONE THOUSAND ONE \nHUNDRED THIRTY FIVE DOLLARS ($51,135.00) shall be due and a like sum due on \nthe first day of each month thereafter through and including August 1, 1986. \n\n          (4)  On September 1, 1986, the sum of FIFTY THREE THOUSAND FIVE \nHUNDRED SEVENTY DOLLARS ($53,570.00) shall be due, and a like sum due on the \nfirst\n\n\n\nday of each month thereafter for the full remaining term hereof, or until the \nentire aggregate rental of ONE MILLION NINE HUNDRED NINETY THREE THOUSAND \nEIGHT HUNDRED TWENTY FIVE DOLLARS ($1,993,825.00) has been paid. \n\n          C.   LATE CHARGES:  In the event Tenant fails to pay the basic rent \nwithin five (5) days written notice of its being due, Tenant agrees to pay a \nlate charge of FIVE HUNDRED DOLLARS ($500.00) which is not a penalty, but \nLandlord and Tenant agree that in the event of a late installment it would be \nimpractical or extremely difficult to determine the extra expenses caused \nLandlord by such late installment and therefore the parties agree that said \nlate charge of Five Hundred Dollars ($500.00) represents a reasonable \ncompensation to Landlord for such late installment.  In no event shall a late \ncharge be assessed before the 5th day following the date upon which written \nnotice is given. \n\n          D.   ADDITIONAL RENT.    All taxes, charges, costs and expenses \nwhich Tenant is required to pay hereunder, together with all interest and \npenalties that may accrue thereon in the event of Tenant's failure to pay \nsuch amounts, which Landlord may incur by reason of any default of Tenant or \nfailure on Tenant's part to comply with the terms of this Lease, shall be \ndeemed to be additional rent ('Additional Rent') and, in the event of \nnon-payment by Tenant, Landlord shall have all the rights and remedies with \nrespect thereto as Landlord has for the non-payment of the rent. \n\n                    Any payment due from Tenant to Landlord, specifically \nincluding, but not limited to, the Monthly Installment and Additional Rent \n(including late charges), shall bear simple interest at the rate of ten \npercent (10%) per annum from the due date thereof to the date of payment.\n\n     6.   NO ABATEMENT OR TERMINATION OF RENT:    It is the intention of the \nparties that, except as specifically set forth in Article 17 entitled \n'Condemnation' and Article 16 entitled 'Damage and Destruction,' and Article \n32 entitled 'Tenant's Right to Terminate Lease', Tenant shall, in all months \nof the Lease Term, pay to Landlord the rent, Additional Rent and all other \nsums required herein.  Tenant's obligations and covenants, specifically \nincluding, without limitation, Tenant's obligation to pay the rent, \nAdditional Rent and all other sums required herein, shall be absolute and \nshall not be subject to any abatement, refund, termination, diminution or \nreduction for any cause or reason whatsoever, save and except as set forth in \nArticles 16 and 17 and 32.  Tenant's obligations and covenants shall not be \naffected or discharged by virtue of or because of any present or future \ngovernmental laws, ordinances, or for any other cause or reason whatsoever.\n\n     7.   SECURITY DEPOSIT:   There shall be no security deposit.\n\n     8.   POSSESSION:    Possession of the Premises, and commencement of this \nLease Agreement shall be deemed to occur on April 1, 1984.  It is \nacknowledged that Tenant is currently in possession of approximately 27,992 \nsquare feet of the Premises leased hereunder  under separate sublease \nagreement as set forth in Paragraph 1 hereof, and that commencement of this \nlease with respect to said 27,992 square feed of space is not contingent upon \nany improvement, repair or restoration by Landlord, nor upon any other \ncontingency.  In the event Landlord fails to deliver possession of the \nremaining 20,708 to Tenant by April 1, 1984, this Lease shall not be void or \nvoidable, but in such event, this Lease shall commence with respect to 27,992 \nsquare feet of space, and the rental and other Additional Rent charges shall \nbe adjusted so that commencement of payment by Tenant for such Rent and \nAdditional Rent with respect to the additional 20,708 square feet of space \nshall not occur until such time as said 20,708 square feet of space is so \ndelivered to Tenant by Landlord; provided, however, that such delay in \nsurrendering said additional 20,708 square feet of space does not exceed one \nhundred twenty (120) days (acts of God, strikes, war, utilities, governmental \nbodies, weather, and other delays beyond Landlord's control excepted).\n\n     9.   INSPECTION AND ACCESS.   Tenant shall permit Landlord and \nLandlord's agents to enter the premises with FMC escort at all reasonable \ntimes for the purposes of inspecting the same, or for the purpose of making \nrepairs that Tenant has neglected or refused to make in accordance with this \nLease; and also for the purpose of showing the same to persons wishing to \nlease at any time within ninety (90) days prior to the expiration of this \nLease, or at\n\n                                       2\n\n\nany reasonable time for the purpose of showing the Premises to a prospective \npurchaser or lender.\n\n     10.  TAXES AND OTHER CHARGES.\n\n          A.   Tenant shall pay and discharge, punctually and when same shall \nbecome due and payable without penalty, all real estate taxes, personal \nproperty taxes, taxes based on vehicles utilizing parking areas in the \nPremises, taxes computed or based on rental income (other than federal, state \nand municipal income taxes), environmental surcharges, privilege taxes, \nexcise taxes, business and occupation taxes, gross sales and\/or use taxes, \noccupational license taxes, water and sewer charges, assessments (including, \nbut not limited to, its prorata share of assessments for public improvements \nor benefit; and all other governmental impositions and charges of every kind \nand nature whatsoever, whether or not now customary or within the \ncontemplation of the parties hereto and regardless of whether the same shall \nbe extraordinary or ordinary, general or special, unforeseen or foreseen, or \nsimilar or dissimilar to any of the foregoing (all of the foregoing being \nhereinafter collectively called 'Tax' or 'Taxes') which, at any time during \nthe Lease Term, shall be applicable to the Premises or assessed, levied or \nimposed upon the Premises or become due and payable and a lien or charge upon \nthe Premises, or any part thereof, under or by virtue of any present or \nfuture laws, statutes, ordinances, regulations or other requirements of any \ngovernmental authority whatsoever.  The term 'Environmental Surcharges' shall \ninclude any and all expenses, taxes, charge or penalties imposed by the \nFederal Environmental Protection Agency, the Federal Clean Air act or any \nregulations promulgated thereunder, or any other local, state or federal \ngovernmental agency or entity now or hereafter vested with the power to \nimpose taxes, assessments or other types of surcharges as a means of \ncontrolling or \n\nabating environmental pollution in regard to the use, operation or occupancy \nof the Premises.  It is the intention of the parties that Landlord shall be \nfree from all such expenses and all such taxes and all other governmental \nimpositions and charges of every kind and nature whatsoever.  Nothing in this \nLease contained shall require Tenant to pay any franchise, estate, \ninheritance, transfer or excess profits tax imposed upon Landlord; provided, \nhowever, that if at any time  during the Lease Term there should be levied, \nassessed and imposed (i) a tax, assessment, levy, imposition or charge, \nwholly or partially as a capital levy or otherwise based or measured in whole \nor in part on the rent payable by Tenant under this Lease, or (ii) a license \nfee measured by the rent payable by Tenant under this Lease, or (iii) any \nother levy in lieu of or equivalent to any Tax set forth in this Article 10, \nthen all such taxes, assessments, levies, fees, impositions, or charges shall \nbe paid by Tenant and shall be deemed to be included within the term 'Tax' \nfor the purposes hereof.\n\n          B.   If by law any Tax is payable or may, at the option of the \ntaxpayer, be paid in installments, Tenant may whether or not interest shall \naccrue on the unpaid balance thereof, pay the same, and any accrued interest \non any unpaid balance thereof, in installments as each installment becomes \ndue and payable, but in any event, before any fine, penalty, interest or cost \nmay be added thereto for non-payment of any installment or interest. \n\n          C.   Any Tax relating to a fiscal period of a taxing authority, a \npart of which is within the Lease Term and a part of which is subsequent to \nthe Lease Term, shall be apportioned and adjusted between Landlord and Tenant \nbased upon a 365-day year.  Such apportionment shall be made whether or not \nsuch Tax shall be assessed, levied, imposed, or shall become a lien upon the \nPremises or shall become payable during the Lease Term.  With respect to any \nTax for public improvements or benefits which by law is payable or, at the \noption of the Landlord, may be paid in installments, Landlord shall pay the \ninstallments thereof which become due and payable subsequent to the \nexpiration of the Lease Term; and Tenant shall pay all such installments \nwhich become due and payable at any time during the Lease Term even though \nactual payment is postponed beyond the end of the Lease Term by Tenant. \n\n          D.   Tenant shall furnish to Landlord five (5) days prior to the \nlast date when any Tax will become delinquent, official receipts or other \nproof satisfactory to Landlord evidencing payment thereof, subject to \nParagraph E below. \n\n          E.   Tenant shall have the right to contest or review the amount or\nvalidity of\n\n                                       3\n\n\nany such Tax by appropriate legal proceedings (but which is not to be deemed \nor construed in any way as relieving, modifying or extending Tenant's \ncovenant to pay any such Tax at the time and in the manner as provided in \nthis Article). \n\n          F.   Any contest as to the validity or amount of any Tax or \nassessed valuation upon which such Tax was computed or based, whether before \nor after payment, shall be made by Tenant in Tenant's own name, or, if \nrequired by law, in the name of Landlord or both Landlord and Tenant.  \nLandlord shall cooperate in any such contest, and Tenant shall indemnify and \nsave harmless Landlord from any and all costs or expenses, including attorney \nfees, in connection with any such proceedings brought by Tenant.  Tenant \nshall be entitled to any refund of any such Tax and penalties or interest \nthereon which have been paid by Tenant. \n\n          G.   The certificate, advice or bill of the appropriate official \n(designated by law to make or issue the same or to receive payment of any \nsuch Tax) of the non-payment of any such Tax, shall be conclusive of the fact \nthat such Tax was due and unpaid at the time of the making or issuance of \nsuch certificate, advice or bill. \n\n          H.   In the event that Tenant shall fail to pay any such Tax or \nother expense which might create a lien against the real property, required \nto be paid after the same shall become due and payable, Landlord shall have \nthe right, at its option, to pay the same with all interest and penalties \nthereon, and the amount so paid, with interest thereon from the date of such \npayment at the rate of ten percent (10%) per annum, shall be deemed to be \nAdditional Rent hereunder and shall be due and payable by Tenant on the first \nday of the month following the month in which payment by Landlord was made.  \nLandlord's right to make payment under this Paragraph H is a cumulative right \nand shall not be construed to be a waiver of any other rights of Landlord \nunder law or under this Lease Agreement. \n\n          I.   Notwithstanding the provisions of paragraphs A-H above, if any \ngeneral or special assessment is levied and assessed against the Premises, \nLandlord can elect to either pay the assessment in full or allow the \nassessment to go to bond.  If Landlord pays the assessment in full, Tenant \nshall pay to Landlord each time a payment of real property taxes is made a \nsum equal to that which would have been payable (as both principal and \ninterest) had Landlord allowed the assessment to go to bond. \n\n          J.   Tenant's liability to pay real property taxes shall be \nprorated on the basis of a 365-day year to account for any fractional portion \nof a fiscal tax year included in the term of its commencement and expiration. \n\n     11.  INSURANCE.\n\n          A.   Landlord shall, during the Lease Term, at Tenant's sole \nexpense, procure and keep in force the following insurance coverage, subject \nto the ordinary deductible amount of $1,000.00, which amount shall be \nTenant's expense: \n\n          (1)  'All Risk' coverage, including flood insurance but not \nincluding earthquake insurance on the Improvements and all buildings, \nimprovements, building equipment and fixtures and personal property affixed \nor attached to real property located on or in the Premises, including any \nbuildings or fixtures hereinafter constructed or installed thereon, in the \nfull amount of the replacement cost thereof.  Such full replacement cost \nshall be determined by mutual agreement annually, based on actual changes in \nreplacement cost, on or prior to the anniversary date of the Commencement \nDate.  If the parties are unable to agree on the full replacement cost, the \nmatter shall be resolved by arbitration administered by and in accordance \nwith the rules of the American Arbitration Association in San Jose, \nCalifornia, provided that the arbitrators selected shall have at least ten \n(10) years' experience in the real estate appraisal or general contracting \nbusiness. \n\n          (2)  Business interruption insurance insuring that one hundred \npercent (100%) of the rent and other sums required to be paid by Tenant \nhereunder will be paid to Landlord for a period of twelve (12) months if the \nImprovements are destroyed or damaged by a risk insured against by the 'all \nrisk' insurance described above. \n\n                                       4\n\n\n          B.   Tenant shall, during the Lease Term, at Tenant's sole expense, \nprocure and keep in force the following insurance coverage, or self insure \nfor the following exposures, under the following terms: \n\n          (1)  Plate glass insurance \n\n          (2)  Comprehensive public liability insurance protecting against \nany and all liabilities related to the condition, use or occupancy of the \nPremises with limits of One Million Dollars ($1,000,000.00) for bodily injury \nor death as a result of any one occurrence, and Five Hundred Thousand Dollars \n($500,000) for property damage as a result of any one occurrence.  It is \nagreed that the limits of insurance specified above are the minimum amounts \nrequired by Landlord and the parties shall agree to revise such limits from \ntime to time to mutually agreed amounts to meet changed circumstances, \nincluding, but not limited to, changes in purchasing power of the dollar and \nchanges indicated by the amount of plaintiff's verdicts in personal injury \nactions in the county in which the Premises are located.  If the parties are \nunable to agree on the amount by which such limits are to be increased, the \ncontroversy shall be resolved by arbitration administered by and in \naccordance with the rules of the American Arbitration Associates in San Jose, \nCalifornia, provided that the arbitrators selected shall have at least ten \n(10) years experience in the liability insurance business. \n\n          C.   All insurance policies or policies of self insurance required \nunder the provisions of this Article 11 which are to be acquired by Tenant, \nshall name the Landlord, Tenant, and the beneficiary of any mortgage or deed \nof trust secured by the Premises as insureds and all payments shall be made \nas their interests appear. \n\n          D.   All policies including policies of self insurance provided for \nin this Article 11 which are to be acquired by Tenant, shall be in such form \nand with such companies authorized to write insurance in the state in which \nthe Premises are located as may be approved by Landlord, which approval \nLandlord agrees not to unreasonably withhold.  Originals of the policies \nprovided for herein or, in the case of comprehensive public liability \ninsurance, certificates of insurance evidencing the policy provided for \nherein, shall be delivered to Landlord and shall certify that the policy may \nnot be cancelled or altered without thirty (30) days prior written notice to \nLandlord.  The certificate required herein shall also certify that (i) the \ncoverage provided insures performance of the indemnity set forth in Article \n12, and (ii) the coverage provided is primary and any coverage by Landlord is \nin excess thereto. \n\n          E.   In those situations whereby Landlord shall obtain and maintain \nsuch insurance coverage and pay premiums therefore, all premiums so paid by \nLandlord, together with interest thereon at the rate of ten percent (10%) per \nannum from the 30th day following the billing of Tenant for such costs, shall \nbe deemed Additional Rent hereunder, and shall be paid by Tenant to Landlord \nupon demand. \n\n          F.   In the event that Tenant fails to obtain and maintain any \ninsurance or provide self insurance as required herein, Landlord may, after \nten (10) days written notice to Tenant, but shall not be obligated to, obtain \nand maintain such insurance coverage and pay premiums therefor.  All premiums \nso paid by Landlord, together with interest thereon at the rate of ten \npercent (10%) per annum from the date of such payment, shall be deemed \nAdditional Rent hereunder, and shall be paid by Tenant to landlord upon \ndemand.  Any such expenses and damages shall bear interest at the rate of ten \npercent (10%) per annum from the date that the loss or damage occurs until \npaid by Tenant. \n\n     12.  INDEMNITY AND EXCULPATION.    Tenant agrees to indemnify Landlord and\nhold Landlord harmless except for the active negligence or willful misconduct\nfrom any and all liability, loss, cost, expenses, attorneys' fees, or\nobligations on account of, or arising out of the use, condition or occupancy of\nthe Premises, Tenant agrees to defend Landlord against any litigation or\nthreatened litigation relating to any incident relating to the subject premises\nto which the Landlord is named as a defendant provided, however, this obligation\nshall not apply where the Landlord was advised in writing as to the discrepancy\nfor which the Landlord was responsible under the terms of the Lease.  It is\nunderstood that Tenant is and shall be in control and possession of the Premises\nand that except for the active negligence or willful misconduct Landlord shall\nin no event be responsible or liable for any injury or damage to any property of\n\n                                       5\n\n\nTenant or any other person, or for damage or injury to any other person \nwhatsoever, happening on, in, about or in connection with the Premises, or \nfor any injury or damage to the Premises or any part thereof.  This Lease \nAgreement is entered into on the express condition that except for its active \nnegligence or willful misconduct Landlord shall not be liable for, or suffer \nloss by reason of, injury to person or property, from whatever cause, which \nin any way may be connected with the use, condition or occupancy of the \nPremises or personal property therein or thereon, including without \nlimitation, any liability for injury to the person or property of Tenant, \nTenant's agents, officers, employees, invitees, or any other person.  The \nprovisions of this Lease Agreement permitting Landlord to enter and inspect \nthe Premises are for the purposes of enabling Landlord to become informed as \nto whether Tenant is complying with the terms of this Lease Agreement, and \nLandlord shall be under no duty to enter and inspect or to perform any of \nTenant's covenants set forth in this Lease Agreement.\n\n     13.  COMPLIANCE WITH LAWS AND REGULATIONS.\n\n          A.   Tenant shall, at Tenant's sole cost, comply with all laws, \nregulations, rules, orders, ordinances and requirements of all governmental \nauthorities (including, but not limited to, federal, state, county and city \ngovernments and any department or agency thereof) now in force or which may \nhereafter be in force, whether or not the same are now contemplated by the \nparties pertaining to the use, condition, occupancy or occupational safety of \nthe Premises.  The judgment of any court of competent jurisdiction after \nfinal appeal or the admission of Tenant in any action or proceeding against \nTenant, whether Landlord be a party thereto or not, that Tenant has violated \nany such law, requirement, rule, order, ordinance or regulation in the use, \ncondition or occupancy of the Premises shall be conclusive of the fact of \nsuch violation by Tenant.  Tenant shall indemnify and hold Landlord harmless \nfrom any and all liability or obligation arising out of Tenant's failure to \ncomply with any requirement, law, rule, order, ordinance and regulation of \nany governmental agency now or hereafter in force pertaining to the use, \ncondition, occupancy or occupational safety of the Premises. \n\n     14.  UTILITIES.     Tenant shall pay all utility charges and post \nconstruction connection fees, including, but not limited to, water, gas, \nlight, heat, power, electricity, telephone or other communication service, \nscavenger, trash pickup, sewer, air conditioning or any other service or \nutility supplied to or consumed on the Premises, or any tax, fee, levy or \nsurcharge therefor.\n\n     15.  ALTERATIONS, REPAIRS AND MAINTENANCE.\n\n          A.   Tenant agrees that Tenant will not demolish or undertake any \nstructural alterations of the Improvements, or any part thereof, now existing \nor hereafter erected upon the Premises, or make any other alterations which \nwould change the character of said Improvements or which would weaken or \nimpair the structural integrity or lessen the value of said Improvements, or \nmake any alterations, additions, enlargements or improvements thereof without \nthe prior written consent of Landlord, which shall not be unreasonably \nwithheld.  As a condition for giving its consent, Landlord may require that \nTenant post a completion bond in amount (not to exceed the estimated \nconstruction cost) and form specified by Landlord.  As a further condition \nfor giving its consent, Landlord may require Tenant to agree to restore the \nPremises to their original condition at the termination of this Lease. \n\n          B.   Subject to the provisions of Article 16 relating to destruction\nof or damage to the Premises, Tenant shall, at Tenant's own expense, keep and\nmaintain the entire Premises including (excluding roof and exterior walls),\nwithout limiting the generality of the foregoing, the interior, electrical\nwiring and connections, plumbing, sewer system, heating and air conditioning\ninstallation, truck doors, storefront, and its pro-rata share of the common\narea, sidewalks, landscaping and paving of the Premises in good condition and\nrepair, excepting ordinary wear and tear.  The term 'repair' shall include\nreplacements, restorations, and\/or renewals when necessary, as well as painting\nand decorating.  Except as otherwise provided, The Tenant's obligation shall\nextend to all alterations, additions and improvements to the Premises, all\nfixtures and appurtenances therein and thereto, all equipment thereof,\nincluding, but not limited to, all machinery, pipes, plumbing, wiring, gas,\nsteam and electrical fittings, sidewalks, paving, water, sewer and gas\nconnections, heating equipment, air conditioning equipment and machinery, and\nall other fixtures, machinery and equipment belonging to or connected with the\n\n                                       6\n\n\nPremises.  Landlord agrees to assume responsibility for maintaining and \nrepairing the five sprinkler systems but Tenant shall be responsible for any \ncosts associated with such maintenance or repair.  Tenant shall indemnify and \nsave Landlord harmless against and from all costs, resulting from Tenant's \nfailure to comply with the foregoing:  and Tenant hereby expressly releases \nand discharges Landlord of and from any liability therefor, except for that \nwhich results from the active negligence or willful misconduct of Landlord. \n\n          C.   Landlord shall, at the request of Tenant, assign to Tenant any \nguarantees and warranties received from contractors or equipment suppliers \nrelating to the constructed or construction of the Improvements. \n\n          D.   Tenant waives the provisions of any law requiring that \nLandlord make repairs except as otherwise provided herein and further waives \nthe provisions of any law allowing Tenant to make repairs at the expense of \nLandlord, except in the case of roof leaks.  In the event that Tenant has \ngiven Landlord reasonable notice as to a roof leak, and Landlord has not \nresponded within a reasonable time, Tenant may make such emergency repairs as \nare necessary to mitigate damage to Premises or to Tenant's possessions \nand\/or equipment. \n\n          E.   At the expiration of the term of this Lease, or upon sooner \ntermination as provided herein, Tenant shall surrender the Premises in good \ncondition and in as good order and condition as at the commencement of the \nLease Term, normal wear and tear excepted, and all carpeting shampooed and \nvinyl floors cleaned and waxed.  Nothing provided in this subparagraph shall \ndiminish or reduce Tenant's obligations under subparagraphs A through D \nabove. \n\n     16.  DAMAGE AND DESTRUCTION.\n\n          A.   If the Improvements are damaged or destroyed in whole or in \npart from any cause (except condemnation), Landlord may, at its option: \n\n          (1)  Rebuild the Premises to their prior condition, in which event \nTenant agrees that the proceeds of any all insurance policies required \nhereinabove shall be applied to the cost of rebuilding.  In the event the \ninsurance proceeds exceed the cost of rebuilding, Tenant shall be entitled to \nreceive the excess. \n\n          (2)  Terminate the Lease provided that the rebuilding cannot be \naccomplished within one hundred fifty (150) days after the date of damage or \nterminate the Lease should there be no insurance proceeds available for \nreconstruction.  Provided, however, that in the event that insurance proceeds \nare insufficient to rebuild the Premises, Tenant may, at Tenant's option, pay \nto Landlord in cash no later than the date of commencement of construction \nthe difference between the insurance proceeds and the contracted cost of \nrebuilding, in which case Landlord agrees to rebuild the Premises. \n\n          (3)  Notwithstanding the provisions of paragraphs (1) and (2) \nabove, Tenant may, by giving Landlord sixty (60) days prior written notice, \nterminate the Lease if the Improvements cannot be replaced or restored within \none hundred fifty (150) days after the date of damage. \n\n          B.   If Landlord does not give Tenant notice in writing within \nthirty (30) days from the damage or destruction of the Improvements of \nLandlord's election to rebuild them, Landlord shall be deemed to have elected \nto rebuild the Premises and continue the Lease.  Tenant hereby expressly \nwaives the provisions of any law requiring Landlord to make such repairs, or \nof any law allowing the Tenant to make such repairs at Landlord's expense \nand, without limiting the foregoing, Tenant specifically waives any statutes \nwhich permit Tenant to terminate this Lease upon destruction or to make \nrepairs at the expense of Landlord. \n\n          C.   In the event of damage or destruction, whether from an insured or\nuninsured casualty, the rent otherwise payable hereunder shall be abated for the\nperiod commencing with the date of damage or destruction and ending with (1) the\ndate of completion of the repair or restoration, if the Lease is not terminated\nor (2) the date of termination of the\n\n                                       7\n\n\nLease.  The amount of the abatement shall be in proportion to the square \nfootage of the Premises damaged or destroyed by the casualty. \n\n     17.  CONDEMNATION.\n\n          A.   DEFINITION OF TERMS.     For the purpose of this Lease the term: \n          (1)  'Taking' means a taking of the Premises or damage thereto related\nto the exercise of the power of eminent domain by any agency, authority, public\nutility, persons or corporate entity empowered to condemn property. \n\n          (2)  'Total Taking' means the taking of the entire Premises or so much\nof the Premises as to prevent or substantially impair the use thereof by Tenant\nfor the uses herein specified, but in no event shall Total Taking be less than\ntwenty percent (20%) of the Premises. \n\n          (3)  'Partial Taking' means the taking of only a portion of the\nPremises which does not constitute a Total Taking. \n\n          (4)  'Date of Taking' means the date upon which title to the Premises,\nor a portion thereof, passes to and vests in the condemnor or the effective date\nof any order for possession if issued prior to the date title vests in the\ncondemnor. \n\n          (5)  'Award' means the amount of any award made, consideration paid,\nor damages ordered as a result of a Taking. \n\n          B.   RIGHTS.  The parties agree that in the event of a Taking all\nrights between them or in and to an Award shall be as set froth herein and\nTenant shall have no right to any Award except as set forth herein.  Except as\notherwise provided herein and unless and until the Lease is terminated pursuant\nto the provisions of this Lease, Tenant shall continue to pay to Landlord all\nrent required in this Lease, and Tenant shall faithfully keep and observe all\nother terms, conditions, and covenants of this Lease, all without any claim for\nany abatement, refund, diminution or reduction or other expense whatsoever, and\nthere shall be no abatement of rent whatsoever due to the commencement or threat\nof commencement of condemnation proceedings or due to any other cause whatsoever\n(except as provided in Paragraphs C and D below). \n\n          C.   TOTAL TAKING.  In the event of a Total Taking during the term\nhereof (i) the rights of Tenant in and to the Premises shall cease and terminate\nas of the Date of Taking, (ii) Landlord shall refund to Tenant any prepaid rent,\n(iii) Tenant shall pay to Landlord any rent or charges due Landlord under the\nLease each prorated as of the Date of Taking, (iv) Tenant shall be entitled to\nmoving expenses, relocation allowances, business interruption expenses, and\namounts for trade fixtures which have not become affixed to and become part of\nthe real property, if separately awarded, and any other amounts separately\nawarded Tenant, and (v) the remainder of the Award shall be paid to and be the\nproperty of Landlord. \n\n          D.   PARTIAL TAKING.  In the event of a Partial Taking during the term\nhereof, (i) the rights of Tenant under the Lease and the leasehold estate of\nTenant in and to the portion of the Premises taken shall cease and terminate as\nof the Date of Taking, (ii) the remainder of the Award shall be paid to and be\nthe property of Landlord, (iii) Tenant shall be entitled to moving expenses,\nrelocation allowances, business interruption expenses, and amounts for trade\nfixtures which have not become affixed to and become part of the real property,\nif the above items are separately awarded, and any other amounts separately\nawarded Tenant, (iv) Tenant shall comply with the provisions of subparagraph E\nhereof, and (v) from and after the Date of Taking the Minimum Rent shall be\nreduced in the proportion that the building area of the portion of the Premises\ntaken bears to the total building area of the Premises prior to the Taking.  The\nvalue of the Award shall be the total amount of the Award minus any portion of\nthe Award for consequential damages minus any portion of the Award attributable\nto Trade Fixtures and other separately allocated costs of the Tenant. \n\n          E.   In the event of a Partial Taking, Landlord shall have the \noption to either (a) terminate the Lease, in the case where 30% or more of \nthe building area is taken or (b) within forty-five (45) days after receipt \nof the Award proceed to rebuild, repair and restore the\n\n                                       8\n\n\nremainder of any building on the Premises affected thereby to a complete \nindependent and self-contained architectural unit.  In the event the Partial \nTaking causes the Premises to be reduced in such a manner that the Tenant is \nunable to utilize said Premises for the use intended, then Tenant may \nterminate this Lease within forty-five (45) days after receipt of the Award \nupon written notice to Landlord as more specifically set forth under Article \n21. \n\n     18.  SUBORDINATION.\n\n          A.   This Lease and all rights of Tenant under this Lease are and \nshall, at the option of Landlord, be subject and subordinate to any mortgage \n(including a consolidated mortgage) or deed of trust, which may now or \nhereafter effect the Premises, or any part thereof, and to any and all \nrenewals, modifications, consolidations, replacements and extensions of any \nsuch mortgage or deed of trust.  If Tenant is not in default, this Lease will \nnot be terminated. \n\n          B.   Subject to Paragraph A above, Tenant shall, upon Landlord's \nrequest, execute within fifteen (15) working days following such request (1) \nany instrument of subordination presented by Landlord to Tenant necessary to \nsubordinate this Lease to any such mortgage or deed of trust to be placed on \nthe Premises, or any part thereof by Landlord and (2) any amendment to this \nLease requested by the lender providing initial permanent financing for the \nImprovements provided that any such amendment does not materially affect the \nrights of Tenant under this Lease. \n\n     19.  DEFAULT.\n\n          A.   Upon the breach of this Lease by Tenant or upon any Event of \nDefault (as defined in this Lease), Landlord shall have the following \nremedies, in addition to all other rights and remedies provided by law, to \nwhich Landlord may resort cumulatively, or in the alternative: \n\n          (1)  Landlord may at Landlord's election reenter the Premises, and \nwithout terminating this Lease, and at any time from time to time, relet the \nPremises or any part or parts of them for the account and in the name of \nTenant or otherwise.  Landlord may at Landlord's election eject Tenant or any \nof Tenant's subtenants, except subtenants approved in writing by Landlord, \nassignees, or other persons claiming any right under or through this Lease. \nTenant shall nevertheless pay to Landlord on the due dates specified in this \nLease all the sums required of Tenant under this Lease, less the proceeds of \nany sublease or reletting.  The expenses allowed Landlord shall include \nwithout limitation:  costs paid to retake possession and reasonable costs to \nplace the Premises in its original condition, costs to secure new tenants \n(including broker's commissions) and costs to fulfill all of Tenant's \ncovenants and conditions to the end of the term.  No act by or on behalf of \nLandlord under this subparagraph (1) shall constitute a termination of this \nLease unless Landlord gives Tenant written notice of termination. \n\n          (2)  Landlord shall be entitled, at Landlord's election, to keep \nthe Lease in full force and effect and to enforce all of its rights and \nremedies under the Lease, including the right to recover the rent and other \nsums as they become due, plus interest at the rate of ten percent (10%) per \nyear from the due date of each installment of rent or other sum until paid. \n\n          (3)  Landlord may, upon default or breach by Tenant, at Landlord's \nelection, terminate this Lease by giving Tenant 30 days written notice of \ntermination.  On the giving of the notice, all of Tenant's rights in the \nPremises and in the leasehold estate shall terminate and within thirty days \nafter Notice of Termination.  Tenant shall surrender and vacate the Premises \nin broom-clean condition, and Landlord may reenter and take possession of the \nPremises and eject Tenant or any of Tenant's subtenants and\/or assignees, \nexcept subtenants and\/or assignees approved in writing by Landlord, or other \nperson  or persons claiming any right under or through Tenant or eject some \nand not others or eject none.  This Lease may also be terminated by a \njudgment specifically providing for termination.  Any termination under this \nparagraph shall not relieve Tenant from the payment of any sum then due to \nLandlord or from any claim for breach, damages or rent previously accrued.  \nIn no event shall any one or more of the following actions by Landlord \nconstitute a termination of this Lease: \n\n                    (i)  Maintenance, or restoration, or preservation of the\nPremises;\n\n                                       9\n\n\n                    (ii) Efforts to relet the Premises;\n\n                    (iii)     Appointment of a receiver in order to protect \nLandlord's interest hereunder;\n\n                    (iv) Consent to any subletting of the Premises by Tenant, \nwhether pursuant to provisions hereof with concern to subletting or otherwise;\n\n                    (v)  Any other action by Landlord or Landlord's agents \nintended to mitigate the adverse effects of any breach of this Lease by \nTenant.\n\n          (4)  In the event of termination pursuant to subparagraph (3), \nLandlord shall be entitled at Landlord's election to damages in the following \nsums: \n\n                    (i)  The worth at the time of the award of unpaid rent \nwhich has been earned at the time of termination; plus\n\n                    (ii) The worth at the time of award of the amount by \nwhich the unpaid rent which would have been earned after termination until \nthe time of award exceeds the amount of such rental loss that Tenant proves \ncould have been reasonably avoided; plus\n\n                    (iii)     The worth at the time of award of the amount by \nwhich the unpaid rent for the balance of the term after the time of award \nexceeds the amount of such rental that Tenant proves could be reasonably \navoided; and\n\n                    (iv) Any other amount necessary to compensate Landlord \nfor all detriment proximately caused by Tenant's failure to perform Tenant's \nobligations under this Lease, or which in the ordinary course of things would \nbe likely to result therefrom including without limitation the following:  \n(1) Expenses for cleaning, repairing and restoring the Premises; (2) Expenses \nfor repairing and repainting and otherwise restoring the Premises for the \npurpose of reletting, (whether such be funded by a reduction of rent, direct \npayment or allowance to tenant, or otherwise); (3) Broker's fees, attorneys' \nfees, advertising costs and other expenses of reletting the Premises; (4) \nCosts of carrying the Premises such as repairs, restoration, maintenance, \ntaxes and insurance premiums, utilities and security precautions; (5) \nExpenses in retaking possession of the Premises; and (6) Attorneys' fees and \ncourt costs.\n\n                    (v)  The 'worth at the time of Award' of the amounts \nreferred to in subparagraphs (i) and (ii), above, is computed by allowing \ninterest at the rate of ten percent (10%) per annum, unless previously \ncalculated herein.  The 'worth at the time of Award' of the amount referred \nto in subparagraph (iii) above, is computed by discounting such amount at the \ndiscount rate of the Federal Reserve Bank of San Francisco at the time of \nAward plus one percent (1%).\n\n          B.   A breach of this Lease shall exist if any of the following \nevents (severally 'Event of Default' and collectively 'Events of Default') \nshall occur: \n\n          (1)  Default shall have occurred in the payment of rent or other \npayment not made after five (5) days written notice to Tenant; \n\n          (2)  Tenant shall have assigned its assets for the benefit of its \ncreditors; or  \n\n          (3)  The sequestration or attachment of, or execution on, any \nsubstantial part of the property of Tenant or on any property essential to \nthe conduct of Tenant's business shall have occurred and Tenant shall have \nfailed to obtain a return or release of such property within thirty (30) days \nthereafter, or prior to sale pursuant to such sequestration, attachment or \nlevy, whichever is earlier; or \n\n          (4)  Tenant shall have abandoned or vacated the Premises; or \n\n          (5)  Tenant shall have failed to perform any term, covenant or \ncondition contained in this Lease other than nonpayment of monies due \nLandlord, where such failure shall not have been cured within fifteen (15) \nbusiness days after written notice of such failure;\n\n                                      10\n\n\nprovided that if the failure cannot be reasonably cured within said fifteen \n(15) day period, Tenant shall not be in default if it commences the cure \nwithin said ten (10) day period and diligently prosecutes the cure to \ncompletion; or  \n\n          (6)  A court having jurisdiction shall have made or entered any \ndecree or order; (a) adjudging Tenant to be bankrupt or insolvent; (b) \napproving as properly filed a petition seeking reorganization of Tenant or an \narrangement under the bankruptcy laws or any other applicable debtor's relief \nlaw or statute of the United States or any State thereof; (c) appointing a \nreceiver, trustee or assignee of Tenant in Bankruptcy or insolvency or for \nits property; or (d) directing the winding up or liquidation of Tenant; and \nsuch decree or order shall have continued for a period of thirty (30) days; \nor Tenant shall have voluntarily submitted to or filed a petition seeking any \nsuch decree or order. \n\n     20.  HOLDING OVER.  This Lease shall terminate without further notice at \nthe expiration of the Lease Term.  Any holding over by Tenant after \nexpiration shall not constitute a renewal or extension or give Tenant any \nrights in or to the Premises except as expressly provided in this Lease.  Any \nholding over after the expiration with the consent of Landlord shall be \nconstrued to be a tenancy from month to month, at one hundred twenty-five \npercent (125%) of the existing Rent, and shall otherwise be on the terms and \nconditions herein specified insofar as applicable.\n\n     21.  NOTICES.  Any notice required or desired to be given under this \nLease shall be in writing with copies directed as indicated below and shall \nbe personally served or given by mail.  Any notice given by mail shall be \ndeemed to have been given when forty-eight (48) hours have elapsed from the \ntime which such notice was deposited in the United States mails, certified or \nregistered and postage prepaid, addressed to the party to be served with a \ncopy as indicated herein at the last address given by that party to the other \nparty under the provisions of this part.  At the date of execution of this \nLease, the address of Landlord is:\n\n                                       PEERY &amp; ARRILLAGA\n                                       2460 Mission College Blvd.\n                                       Suite 101\n                                       Santa Clara, CA  95050-1222\n\nwith a copy to:\n\n\n\nand the address of Tenant is:\n\n     OED Manager of Facilities                FMC CORPORATION\n     FMC CORPORATION                          Western Administrative Offices\n     P.O. Box 1201                             Law Department\n     San Jose, California  95108              1105 Coleman Avenue\n                                              San Jose, California  95106\n\n     22.  NONASSIGNMENT. Tenant's interest in this Lease is not assignable, \nby operation of law or otherwise, nor shall Tenant have the right to sublet \nthe Premises, transfer any interest of Tenant's herein or permit any use of \nthe Premises by another party without the prior written consent of Landlord, \nwhich consent Landlord agrees not to unreasonably withhold.  A consent to one \nsubletting, occupation or use by another party shall not be deemed to be a \nconsent to any subsequent subletting, occupation or use by another party \nshall not be deemed to be a consent to any subsequent subletting, occupation \nor use by another party.  Any or subletting without such consent shall be \nvoid and shall, at the option of Landlord, terminate this Lease.\n\n     Landlord's waiver or consent to any subletting hereunder shall not \nrelieve Tenant from any obligation under this Lease unless the consent shall \nso provide.\n\n     23.  SUCCESSORS.    The covenants and agreements contained in this Lease\nshall\n\n                                      11\n\n\nbe binding on the parties hereto and on their respective successors.\n\n     24.  MORTGAGEE PROTECTION.    In the event of any default on the part of \nLandlord, Tenant will give notice by registered or certified mail to any \nbeneficiary of a deed of trust or mortgagee of a mortgage, encumbering the \nPremises whose address shall have been furnished it, and shall offer such \nbeneficiary or mortgagee a reasonable opportunity to cure the default, \nincluding time to obtain possession of the Premises by power of sale or \njudicial foreclosure, if such should prove necessary to effect a cure.\n\n     25.  LANDLORD LOAN OR SALE.   Tenant agrees promptly but no latter than \nfifteen (15) days following request by Landlord to (A) execute and deliver to \nLandlord any documents, including estoppel certificates presented to Tenant \nby Landlord, (i) certifying that this Lease is unmodified and in full force \nand effect, or, if modified, stating the nature of such modification and \ncertifying that this Lease, as so modified, is in full force and effect and \nthe date to which the rent and other charges are paid in advance, if any, and \n(ii) acknowledging that there are not, to Tenant's knowledge, any uncured \ndefaults on the part of Landlord hereunder, or if there are uncured defaults, \nstating the nature and status of such defaults, and (iii) evidencing the \nstatus of the Lease as may be required either by a lender making a loan to \nLandlord to be secured by deed of trust or mortgage covering the Premises or \na purchaser of the Premises from Landlord and (B) to deliver to Landlord the \ncurrent financial statements of Tenant certified by Tenant to be true and \ncorrect, including a balance sheet for the most recent prior fiscal year all \nprepared in accordance with generally accepted accounting principles \nconsistently applied.  The only financial statement that Tenant shall be \nrequired to deliver to Landlord pursuant to this clause shall be a current \nbalance sheet with the opinion of a certified public accountant, if \navailable, and Tenant shall only be required to deliver such financial \nstatement when Landlord is engaged in negotiations for a bona fide sale or \nrefinancing of the Premises.  Tenant's failure to deliver an estoppel \ncertificate promptly following such request shall be conclusive upon Tenant \n(a) that this Lease is in full force and effect, without modification except \nas may be represented by Landlord, (b) that there are now no uncured defaults \nin Landlord's performance and (c) that no rent has been paid in advance \nexcept those that are set forth in this Lease.\n\n     26.  SURRENDER OF LEASE NOT MERGER.  The voluntary or other surrender of \nthis Lease by Tenant, or a mutual cancellation thereof, shall not work a \nmerger and shall, at the option of Landlord, terminate all or any existing \nsubleases or subtenants, or operate as an assignment to Landlord of any or \nall such subleases of subtenants.\n\n     27.  WAIVER.  The waiver of Landlord or Tenant of any breach of any \nterm, covenant or condition herein contained shall not be deemed to be a \nwaiver of such term, covenant or condition on any subsequent breach of the \nsame or any other term, covenant or condition herein contained.\n\n     28.  WASTE, QUIET CONDUCT AND ENJOYMENT.  Tenant shall not commit, or \nsuffer to be committed, any waste upon the Premises, or any nuisance, or \nother acts or things which may disturb, the quiet enjoyment of any occupants \nof neighboring properties.  Landlord shall not unlawfully disturb the quiet \nenjoyment of Tenant.\n\n     29.  SIGN.  Tenant shall not place or permit to be placed any sign or \ndecoration on the land or the exterior of the building, including the roof, \nwithout the prior written consent of Landlord.  Tenant, upon notification by \nLandlord shall immediately remove any sign or decoration that Tenant has \nplaced or permitted to be placed without the prior written consent of \nLandlord, and if Tenant fails to so remove such sign or decoration within \nfive (5) days after Landlord's request, Landlord may enter upon the Premises \nand remove said sign or decoration and Tenant agrees to pay to Landlord, as \nadditional rent, the cost of such removal.\n\n     30.  WAIVER OF SUBROGATION.  Landlord hereby releases Tenant and Tenant\nhereby releases Landlord and their respective officers, agents, employees and\nservants, from any and all claims and demands for damage, loss, expense or\ninjury to the Premises, or to the furnishings and fixtures and equipment or\ninventory or other property of either Landlord or Tenant in, about, or upon the\nPremises, as the case may be, which is caused by or results from perils, events\nor happenings which are the subject of insurance carried by the Landlord or\nTenant and in force at the time of any such loss; provided, however, that such\nwaiver shall be effective\n\n                                      12\n\n\nonly to the extent permitted by the insurance covering such loss and to the \nextent such insurance is not prejudiced thereby or the expense of such \ninsurance is not thereby increased.\n\n     31.  GENERAL.\n\n          A.   The paragraph headings used in this Lease are for the purposes \nof convenience only.  They shall not be construed to limit or extend the \nmeaning of any part of this Lease. \n\n          B.   The term Landlord as used in this Lease, so far as the \ncovenants or obligations on the part of Landlord are concerned, shall be \nlimited to mean and include only the owner at the time in question of the fee \ntitle of the Premises, and in the event of any transfers or transfers of the \ntitle of such fee, the Landlord herein named (and in case of any subsequent \ntransfers or conveyances, the then grantor) shall after the date of such \ntransfer or conveyance be automatically freed and relieved of all liability \nwith respect to performance of any covenants or obligations on the part of \nLandlord contained in this Lease, thereafter to be performed provided, that \nany funds in the hands of Landlord or the then grantor at the time of such \ntransfer, in which Tenant has an interest, shall be turned over to the \ngrantee.  It being intended that the covenants and obligations contained in \nthis Lease on the part of Landlord shall, subject as aforesaid, be binding \nupon each Landlord, its heirs, personal representatives, successors and \nassigns only during its respective period of ownership. \n\n          C.   Any executed copy of this Agreement shall be deemed an \noriginal for all purposes. \n\n          D.   Time is of the essence for the performance of each term, \ncovenant and condition of this Lease.\n\n          E.   In case any one or more of the provisions contained herein, \nexcept for the payment of rent, shall for any reason be held to be invalid, \nillegal or unenforceable in any respect, such invalidity, illegality or \nunenforceability shall not effect any provision of this Lease, but this Lease \nshall be construed as if such invalid, illegal or unenforceable provision had \nnot been contained herein.  This Lease shall be construed and enforced in \naccordance with the laws of the State of California. \n\n          F.   Whenever the lessor's prior consent, approval or permission is \nreferred to herein as a condition or requirement, same shall not be \nunreasonably withheld. \n\n          G.   All references to attorney's fees, costs and expenses herein \nshall be deemed to be reasonable attorney's fees, costs and expenses. \n\n          H.   Landlord's liability under the terms of this Lease insofar a \nsuch liability relates to the obligation of Landlord to perform under the \nterms and conditions herein contained shall be limited to the net worth of \nthe partnership so long as such net worth is equal to or better than that \nwhich exists at the present time, and shall not extend to the personal assets \nof the individuals hereunder. \n\n          I.   The undersigned parties hereby warrant that they have proper \nauthority and are empowered to execute this Lease on behalf of the Landlord \nand Tenant respectively. \n\n          J.   Notwithstanding any provisions of the Lease, the Tenant shall \nhave approval authority over issuance of or changes to the reasonable rules \nand regulations applicable to common areas, which approval shall not be \nunreasonably withheld by the Tenant. \n\n          K.   The parties to this Lease recognize and agree that there shall \nnot be any common areas within the leased Premises. \n\n          L.   Insurance: \n\n               Tenant's liability to pay any insurance provided for within \nthe Lease shall be prorated on the basis of a 365-day year to account for any \nfractional portion of a fiscal insurance billing year included in the term \nits commencement.\n\n                                      13\n\n\n     32.  TENANT'S RIGHT TO TERMINATE LEASE:  It is hereby agreed that so \nlong as Tenant is not in default in any of the terms, covenants and \nconditions of this Lease Agreement, Tenant shall have the right to terminate \nthis Lease Agreement by giving written notice to Landlord of Tenant's \nelection to so terminate this Lease prior to July 1, 1984, in which event, \nthis Lease shall terminate on  August 31, 1984 subject to the terms and \nconditions of this Lease Agreement.  In the event Tenant fails to timely \nexercise Tenant's right to terminate this Lease, this Paragraph 32 shall be \nnull and void, and of no further force and effect, and this Lease Agreement \nshall continue in full force and effect for the full remaining term hereof, \nabsent of this Paragraph 32.\n\n     33.  LEASE SUBJECT TO TERMINATION OF CURRENT LEASE WITH CURRENT TENANT, \nAND TERMINATION OF SUBLEASE BETWEEN TENANT AND CURRENT TENANT:\n\n          A.   LEASE SUBJECT TO TERMINATION OF CURRENT LEASE:  It is \nunderstood that the Premises leased hereunder are currently leased by another \ntenant (hereinafter referred to as ECS), and that this Lease is subject to \nand contingent upon Landlord's obtaining a lease termination agreement \nsatisfactory to Landlord from ECS on or before April 1, 1984.  In the event \nsaid lease termination agreement satisfactory to Landlord is not obtained by \nApril 1, 1984, this Lease Agreement may be terminated at the option of either \nparty. \n\n          B.   TERMINATION OF SUBLEASE BETWEEN TENANT AND CURRENT TENANT: \nTenant is currently subleasing a portion of the Premises hereunder from ECS, \nwhich sublease expires August 31, 1984.  It is hereby agreed that upon early \ntermination of the current lease with ECS, the said sublease between Tenant \nand ECS shall terminate, and be of no further force and effect, and this \nLease Agreement shall be deemed the sole and only agreement of Tenant for the \nPremises leased hereunder. \n\n     34.  PREMISES LEASED ON 'AS IS' BASIS:  It is agreed that the entire \n48,700 plus or minus square foot building is leased strictly on an 'as is' \nbasis, and in its present condition and configuration without representation \nor warranty by Landlord, express or implied, as to the condition or repair of \nthe Premises, and that Landlord shall not be required to make nor be \nresponsible for any cost in connection with any repair, restoration, \nalteration and\/or improvement to the Premises except as provided in Paragraph \n15B herein, in order for Tenant to take occupancy of the Premises leased \nhereunder.\n\n     IN WITNESS WHEREOF,  the parties have executed this Agreement on the \n20th day of February, 1984.\n\nTENANT:                                LANDLORD:\n\nFMC CORPORATION                        JOHN ARRILLAGA SEPARATE\n\na Delaware corporation                 PROPERTY TRUST\n\n\nBY:   \/s\/ Adolph M. Quilici            BY:   \/s\/ John Arrillaga\n   -------------------------------        --------------------------------\n        3\/8\/84                            JOHN ARRILLAGA, TRUSTEE\n\n\n                                       RICHARD T. PEERY SEPARATE\n\n                                       PROPERTY TRUST\n\n\n                                       BY:   \/s\/ Richard T. Peery\n                                          --------------------------------\n                                          RICHARD T. PEERY, TRUSTEE\n\n\n\n                                      14\n\n\n                              AMENDMENT TO LEASE\n\n\n     This Amendment to Lease, entered into this 9th of February, 1987, by and \nbetween SANTA CLARA PROPERTY ASSOCIATES, a California General Partnership, \nhereinafter referred to as the 'Landlord' as Successor to the original \nLandlord, John Arrillaga Separate Property Trust and Richard T. Peery \nSeparate Property Trust as Landlord, and FMC CORPORATION, a Delaware \nCorporation, hereinafter referred to as the 'Tenant'.\n\n                                   RECITALS\n\n\nA. Whereas by Lease dated February 16, 1984, Landlord has leased to Tenant \n   approximately 48,700 plus or minus square feet of that certain building\n   located at 215 Devcon Drive, San Jose, California hereinafter referred to as\n   the 'Premises'.  The details of which are more particularly set forth in said\n   Lease agreement, and,\n\nB. Whereas Landlord and Tenant acknowledge that along with this Amendment to\n   Lease the parties are simultaneously executing three (3) additional\n   Amendments to Lease for the Premises known as: 1800 Bering Drive, San Jose,\n   California, 1830 Bering Drive, San Jose, California, 150 Brokaw Road,\n   San Jose, California, and,\n\nC. Whereas it is now the desire of the parties hereto to amend said Lease\n   agreement as hereinafter set forth.\n\n                                  AGREEMENT\n\n     NOW, THEREFORE, in consideration of the foregoing and the mutual \ncovenants, provisions and conditions hereinafter set forth, the parties \nhereto agree that this Amendment to Lease supersedes the aforementioned Lease \nand as such all of the terms and conditions of the lease shall remain in full \nforce and effect excepting for the items contained herein.  The changes are \nas follows:\n\n 1.  TERM:  Paragraph 3, page 1 is hereby amended to read as follows:  The term\n     of this Lease shall be for a period of ten (10) hears commencing January 1,\n     1987, and terminating on December 31, 1996, upon the same terms and\n     conditions as said February 16, 1984 Lease agreement, except for the terms\n     modified by this Amendment to Lease.\n\n 2.  Paragraph 5B, page 2 is hereby amended to read as follows:  The monthly net\n     rental shall be as follows:\n\n\n                215 DEVCON DRIVE - 48,700 PLUS OR MINUS SQUARE FEET\n\n                    PERIOD                        MONTHLY         ANNUALLY\n\n     January 1, 1987 - December 31, 1987    =    $26,785.00      $321,420.00\n     January 1, 1987 - December 31, 1987    =    $26,785.00      $321,420.00\n     January 1, 1987 - December 31, 1987    =    $26,785.00      $321,420.00\n     January 1, 1987 - December 31, 1987    =    $26,785.00      $321,420.00\n     January 1, 1987 - December 31, 1987    =    $26,785.00      $321,420.00\n     January 1, 1987 - December 31, 1987    =    $31,655.00      $379,860.00\n     January 1, 1987 - December 31, 1987    =    $31,655.00      $379,860.00\n     January 1, 1987 - December 31, 1987    =    $36,525.00      $438,300.00\n     January 1, 1987 - December 31, 1987    =    $41,395.00      $496,740.00\n     January 1, 1987 - December 31, 1987    =    $41,395.00      $496,740.00\n                                                 ----------      -----------\n\n                    TOTAL RENT DUE                               $3,798,600.00\n\n\nThe above rental shall be paid as stipulated until the total aggregate amount \nof $3,798,600.00 has been paid.\n\n 1.  Improvement Allowance:  Landlord and Tenant acknowledge the parties are \n     simultaneously executing four Amendments to Lease for the following \n     properties: 1800 Bering Drive, 1830 Bering Drive, 215 Devcon Drive, 150 \n     Brokaw Road and as such Landlord agrees to reimburse Tenant an average \n     of $225,000 per property but in no event shall Landlord's reimbursement \n     to Tenant exceed $425,000 for any one property up to a total aggregate \n     amount of $900,000 for all four properties for purposes of Tenant \n     remodeling the existing properties to suit Tenant's requirements subject \n     to the following provisions:  A minimum aggregate amount of $660,000 \n     must be used for improvements specifically related to the four \n     buildings.  The balance of the allowance (aggregate) may be used for \n     expenses that may not be directly related to improvements; those \n     expenses may include (but would not be limited to) new phone equipment, \n     local-area-networking (for computers), space planning or architectural \n     fees, movable partitioning, furniture, etc.\n\n     Said total aggregate reimbursement allowance of $900,000 for all four \n     properties will be paid to Tenant monthly as expenses are incurred.  \n     Reimbursement to Tenant will be made within thirty (30) days of Said \n     total aggregate reimbursement allowance of $900,000 for all four \n     properties will be Landlord's receipt of the invoice.  The cumulative \n     reimbursement requests will not exceed the following schedule:\n\n                                                     CUMULATIVE\n          INVOICES                                   REIMBURSEMENT\n     SUBMITTED THROUGH                                 REQUESTS\n     -----------------                               ----------\n     January  31, 1987                                 $150,000\n     February 28, 1987                                 $300,000\n     March    31, 1987                                 $450,000\n     April    30, 1987                                 $450,000\n     May      31, 1987                                 $600,000\n     June     30, 1987                                 $750,000\n     July     31, 1987                                 $900,000\n\n     Landlord and Tenant further acknowledge that Tenant will be solely \n     responsible for improvements to the Premises under this provision and \n     that any and all costs above said $900,000 shall be paid by Tenant; \n     However, nothing contained herein shall relieve Landlord of its \n     responsibility for alterations, maintenance and repairs in accordance \n     with Paragraph 15, of Lease.\n\n 4.  SEISMIC IMPROVEMENTS:  Landlord hereby agrees to perform seismic \n     modifications to the Premises in accordance with Landlord's seismic \n     consultant's recommendations up to a maximum of $50,000.  Landlord will \n     be solely responsible for any and all costs associated with said \n     modifications including the restoration of the Premises to its condition \n     prior to the seismic modifications. Landlord agrees to schedule said \n     seismic modifications in a manner that will minimize the disruption of \n     Tenant's use of the Premises.\n\n 5.  Paragraph 4, on page 1 is amended to include the following:\n\n     COMPLIANCE, HAZARDOUS AND TOXIC MATERIALS.\n\n           (i)  Tenant shall not use the premises or suffer or permit \n           anything to be done in or about the Premises which will in any way \n           conflict with any law, rule, regulation or requirement of duly \n           constituted public authorities now in force or which may hereafter \n           be in force, or the requirements of the Board of Fire Underwriters \n           or other similar body now or hereafter constituted relating to or \n           affecting the condition, use or occupancy of the Premises.  Tenant \n           shall not commit any public or private nuisance or any other act \n           or thing which might or would disturb the quiet enjoyment of any \n           other tenant of Landlord or any occupant of nearby property.  \n           Tenant shall place no loads upon the floors, walls or ceilings in \n           excess\n\n                                      -2-\n\n\n           of the maximum designed load determined by Landlord or which \n           endanger the structure; nor place any harmful liquids in the \n           drainage systems; nor dump or store waste materials or refuse or \n           allow such to remain outside the building proper, except in the \n           enclosed trash areas provided. Tenant shall not store or permit to \n           be stored or otherwise place any other material of any nature \n           whatsoever outside the building.\n\n           (ii)  In particular, Tenant, at its sole cost, shall comply with \n           all laws relating to the storage, use and disposal of hazardous, \n           toxic or radioactive matter, including those materials identified \n           in Sections 66680 through 66685 of Title 22 of the California \n           Administrative Code, Division 4, Chapter 30 ('Title 22') as they \n           may be amended from time to time (collectively 'Toxic Materials'). \n           Tenant shall be solely responsible for and shall defend, indemnify \n           and hold Landlord and its Agents harmless from and against all \n           claims, costs and liabilities, including attorneys' fees and \n           costs, arising out of or in connection with its storage, use and \n           disposal of Toxic Materials.  Tenant shall further be solely \n           responsible for and shall defend, indemnify and hold Landlord and \n           its Agents harmless from and against any and all claims, costs, \n           and liabilities, including attorneys' fees and costs, arising out \n           of or in connection with the removal, clean-up and restoration \n           work and materials necessary to return the Premises and any other \n           property of whatever nature to their condition existing prior to \n           the appearance of the Toxic Materials on the Premises.  Tenant's \n           obligations hereunder shall survive the termination of this Lease.\n\n 6.  HOLDING OVER:  Paragraph 20, page 21, is amended to increase the \n     holdover rate as follows:  The holdover rate shall be increased to one \n     hundred fifty percent (150%) of the existing rent.\n\n 7.  REAL ESTATE BROKERS:  The parties acknowledge that Grubb &amp; Ellis \n     Commercial Brokerage and LaSalle Partners are the only brokers involved \n     in connection with this transaction and that Landlord shall pay a \n     commission to Brokers in accordance with its separate agreement with \n     Grubb &amp; Ellis Commercial Brokerage. Said Commission shall be split on a \n     (50\/50) basis between Grubb &amp; Ellis and LaSalle Partners.\n\n 8.  RENTAL CREDIT:  The parties acknowledge that Tenant has paid monies in \n     excess of rental due in 1987 under Paragraph 2 above, and upon full \n     execution of said Amendment to Lease, Landlord shall apply the credit \n     balance to Tenant's future rent payments.\n\n 9.  SUBORDINATION:  Paragraph 18A, page 16 is amended as follows:  The last \n     sentence in Paragraph 18A is changed to read, 'So long as Tenant is not \n     in default of the Lease, this Lease shall not be terminated or modified \n     because of any mortgage or sale of the Premises'.\n\n 10. DAMAGE AND DESTRUCTION:  Paragraph 16A(3), page 13 is amended as \n     follows: Notwithstanding the provisions of Paragraphs (1) and (2) above, \n     and Paragraph 16B below, Tenant may, but giving Landlord sixty (60) days \n     prior written notice, terminate the Lease if the improvements cannot be \n     replaced or restored within one hundred fifty (150) days after the date \n     of damage.\n\n 11. PREMISES LEASE STRICTLY ON 'AS IS' BASIS:  Paragraph 34, page 27, is \n     amended to read as follows:  It is agreed that the entire 48,700 plus or \n     minus square foot building leased hereunder is leased strictly on an 'as\n     is'  basis, and in its present condition and configuration, without \n     representation or warranty, express or implied, by Landlord as to the \n     condition or repair of the Premises, nor as to the use or occupancy \n     which may be made of the Premises.  Landlord shall not be required to \n     make, nor be responsible for any cost in connection with, any repair, \n     restoration and\/or improvement to the Premises in order for Tenant to \n     take occupancy of the Premises hereunder or for this Lease to commence, \n     except as specifically provided in this Amendment to Lease.\n\n 12. Paragraph 19B(5), page 20, line 8 is amended as follows:  'said fifteen \n     (15) day period and diligently prosecutes the cure'.\n\n                                      -3-\n\n\n 13. INSURANCE:  Paragraph 11B(2), page 8, is amended to increase the \n     insurance coverage limitations as follows:  comprehensive public \n     liability insurance shall be increased to limits of TWO MILLION FIVE \n     HUNDRED THOUSAND AND NO\/1OO DOLLARS ($2,500,000.00) for bodily injury or \n     death for property damage as a result of any one occurrence.\n\n 14. Notwithstanding Paragraph 13 (Insurance) above, paragraph 11B(2), page 8 \n     of Lease is amended by deleting the balance of the paragraph beginning \n     with the last word in line 6.\n\n 15. Paragraph 11C, on page 8, line 5 is amended to read 'by the Premises as \n     additional insureds and all payments shall be made'.\n\n 16. Paragraph 11D, pages 8 and 0, is amended to read as follows:  All \n     policies including policies of self insurance provided for in this \n     Article 11 which are to be acquired by Tenant, shall be in such form and \n     with such companies authorized to write insurance in the state in which \n     the Premises are located as may be approved by Landlord, which approval \n     Landlord agrees not to unreasonably withhold.  Certificates of insurance \n     evidencing the policy(ies) provided for herein, shall be delivered to \n     landlord and shall certify that the policy may not be canceled or \n     materially altered without thirty (30) days prior written notice to \n     Landlord.\n\n 17. Paragraph 12, page 9, lines 1 and 2 is amended to read as follows:  \n     'Tenant agrees to indemnify and hold Landlord harmless except for \n     Landlord's active negligence'.\n\n 18. Paragraph 19A(3), pages 17 and 18, lines 5 through 7 is amended to read \n     as follows:  'estate shall terminate, and within thirty (30) days after \n     notice of termination, Tenant shall surrender and vacate the Premises in \n     the condition required under Paragraph 15, and Landlord may reenter and \n     take possession of'.\n\n 19. Paragraph 26, on page 23 is deleted in entirety.\n\n\nLANDLORD:                                 TENANT:\nSANTA CLARA PROPERTY ASSOCIATES           FMC CORPORATION,\nA CALIFORNIA GENERAL PARTNERSHIP          A DELAWARE CORPORATION\n\nBy:  California State Teachers            By: \/s\/ A. M. Quilici\n     Retirement System, a Partner            ---------------------------------\n                                                 A. M. Quilici\n\n                                          Title: V.P. &amp; General Mgr. Ord. Div.\n                                                ------------------------------\n\n                                          Date: 9 Feb. 87\n                                               --------------------------------\n     By: \/s\/ Authorized Signatory\n        -----------------------------     By:\n                                             ----------------------------------\n     Date:  2\/17\/87\n          ---------------------------     Title:\n                                                -------------------------------\n\nBy:  Silicon Valley Portfolio Partners,\n     Ltd., a California Limited           Date:\n                                               --------------------------------\n-------------------------------------\n     Partnership, a Partner\n\n     By:  Grubb &amp; Ellis Investor\n          Associates II, a California\n          Limited Partnership, its\n          General Partner\n\n     \/s\/ Authorized Signatory\n     --------------------------------\n\n     Date: February 13, 1987\n           --------------------------\n\n                                      -4-\n\n\n\n                             SECOND AMENDMENT TO LEASE\n\n     THIS SECOND AMENDMENT TO LEASE is dated for reference purposes only as \nSeptember 6, 1996, and is part of that Lease dated February 16, 1984 together \nwith the Amendment to Lease dated February 9, 1987 thereto (collectively, the \n'Lease') by and between CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, A \nRETIREMENT SYSTEM CREATED PURSUANT TO THE LAWS OF THE STATE OF CALIFORNIA \n('Landlord'), Successor-In-Interest to Santa Clara Property Associates and \nUNITED DEFENSE, L.P., A LIMITED PARTNERSHIP MANAGED BY FMC CORPORATION, A \nDELAWARE CORPORATION ('Tenant'), and is made with reference to the following \nfacts:\n\n     A.   The Premises currently leased by Tenant pursuant to the Lease \nconsists of 48,700 rentable square feet commonly known as 215 Devcon Drive, \nCity of San Jose, California.\n\n     B.   The Lease Term for said Premises currently expires on December 31, \n1996.\n\n     C.   Tenant and Landlord have agreed to extend the Term of the Lease.\n\n     NOW, THEREFORE, Landlord and Tenant hereby agree that the Lease Terms \nare amended as follows:\n\n          1.   LEASE TERM:  Paragraph 3 is hereby amended to provide that the \nLease Term shall be extended through and including December 31, 1998.\n\n          2.   RENT:  Commencing January 1, 1997, Paragraph 5 is hereby \namended to provide for the Basic Rent as follows:\n\n     January 1, 1997 through and including December 31, 1998:  $51,135.00 per \nmonth\n\n          3.   RETAINED REAL ESTATE BROKERS:  Tenant warrants that it has not \nhad any dealings with any real estate brokers or salesmen or incurred any \nobligations for the payment of real estate brokerage commissions or finder's \nfees which would be earned or due and payable by reason of the execution of \nthis Lease Amendment.  Tenant will defend (with counsel reasonably acceptable \nto Landlord) and indemnify Landlord against any claims or awards of brokerage \nfees or commissions or finder's fees which are made against or incurred by \nLandlord on account of any breach of the foregoing warranty.\n\n          4.   NOTICES:  Paragraph 21 is hereby amended to provide that \nnotices to Landlord shall be made to:\n\n          AMB Institutional Realty Advisors\n          505 Montgomery Street\n          5th Floor\n          San Francisco, CA  94111\n\n          5.   CONDITION OF PREMISES:  It is agreed that the entire 48,700 \nsquare foot Building leased hereunder is leased strictly on an 'as is' basis, \nand in its present condition and configuration, without representation or \nwarranty, express or implied, by Landlord as to the condition or repair of \nthe Premises, nor as to the use or occupancy which may be made of the \nPremises. Landlord shall not be required to make, nor be responsible for any \ncost in connection with, any repair, restoration and\/or improvement to the \nPremises in order for Tenant to take occupancy of the Premises hereunder or \nfor this Lease Term to commence.\n\n          6.   Except as expressly set forth in this Amendment, all terms and \nconditions of the Lease remain in full force and effect.\n\n\n\n     IN WITNESS WHEREOF, Landlord and Tenant have executed this Second Amendment\nto be effective as of the date first set forth above.\n\n\n\nLANDLORD:                                            TENANT:\nCALIFORNIA STATE TEACHERS'                           UNITED DEFENSE, L.P.,\nRETIREMENT SYSTEM                                    A LIMITED PARTNERSHIP\na retirement system created pursuant to the laws     MANAGED BY FMC CORPORATION\nof the State of California                           a Delaware corporation\n                                                  \nBy:  AMB Institutional Realty Advisors, Inc.         By: \/s\/ Authorized Signatory\n     a California corporation,                           ------------------------------------\n     as Investment Manager                                  [Please provide Name]\n\n\nBy:  \/s\/John L. Rossi, Vice President                Title:  Vice President &amp; General Manager\n     -------------------------------------                   --------------------------------\n     John L. Rossi, Vice President                           [Please provide Title]\n\nDate: 9\/30\/96                                                Date: September 16, 1996\n      ------------------------------------                         --------------------------\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7558,9167],"corporate_contracts_industries":[9451,9477],"corporate_contracts_types":[9583,9579],"class_list":["post-41705","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-fmc-corp","corporate_contracts_companies-united-defense-industries-inc","corporate_contracts_industries-manufacturing__chemicals","corporate_contracts_industries-aerospace__vehicles","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\/41705","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=41705"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41705"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41705"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41705"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}