\nSection 38 Option to Renew: One (1) five (5) year term at 95% of
\n then Fair Market value. New base year.<\/p>\nSection 40 Security Deposit: $16,235.00<\/p>\n
Section 41 Additional $60,000.00 deposit account in favor of
\n Security: T\/W Associates to be executed within
\n seven (7) business days after signing of
\n Lease.<\/p>\n
Exhibit B Tenant Lessor to provide $12.00 per sq. ft. for
\n Improvements: TI
\n<\/c><\/c><\/s><\/table>\n
The provisions of the Lease identified above in the margin are those provisions
\nwhere references to particular Basic Lease Information appear. Each such
\nreference shall incorporate the applicable Basic Lease Information.<\/p>\n
LESSOR: LESSEE:<\/p>\n
T\/W ASSOCIATES SALON INTERNET, INC.<\/p>\n
By:___________________________________ By: ______________________________
\n General Partner
\nDate:_________________________________ Date: ____________________________<\/p>\n
2<\/p>\n
COMMERCIAL OFFICE LEASE
\n ———————–<\/p>\n
THIS LEASE, dated June 25, 1997 is made and entered into by and between T\/W
\nASSOCIATES, a general partnership (“Lessor”), and SALON INTERNET, INC.
\n(“Lessee”).<\/p>\n
1. Premises. Lessor hereby leases to Lessee, and Lessee hereby Leases
\n ——–
\nfrom Lessor the Premises, as specified in the Basic Lease Information and as
\nmore particularly described in Exhibit A attached hereto, located within the
\nBuilding as specified in the Basic Lease Information for the term and subject to
\nthe terms, covenants, agreements and conditions hereinafter set forth, to each
\nand all of which Lessor and Lessee hereby mutually agree.<\/p>\n
2. Term; Tenant Improvements Allowance.
\n ———————————– <\/p>\n
(a) Term. The term of this Lease shall commence and, unless sooner
\n —-
\nterminated as hereinafter provided, shall end on the dates specified in the
\nBasic Lease Information. If Lessor, for any reason whatsoever, cannot deliver
\npossession of the Premises to Lessee at the commencement of the term, this Lease
\nshall not be void or voidable, the term of this Lease shall not be extended by
\nsuch delay, and the Lessor shall not be liable to Lessee for any loss or damage
\nresulting therefrom, but in that event rental shall be waived for the period
\nbetween the commencement of the term and the time when Lessor delivers
\npossession. In the event the delay is caused by Lessee, its agents or
\nemployees, Lessee shall not be relieved of any of its rent obligations under
\nthis Lease.<\/p>\n
(b) Tenant Improvements Allowance. The Premises are leased to Lessee
\n —————————–
\nin their present “as-is” condition, except that Lessor shall provide to Lessee
\nthe tenant improvements allowance as set forth in Exhibit B attached hereto.<\/p>\n
3. Rental. Lessee shall pay to Lessor through the term of this Lease the
\n ——
\nfollowing sums as rental for the Premises:<\/p>\n
(a) Base Rent. The Base Rent payable during the term of the Lease
\n ———
\nshall be the sum specified in the Basic Lease Information as the Base Rent
\nsubject to the further provisions hereof.<\/p>\n
(b) Additional Rent on Account of Increases in Operating Expenses. In
\n ————————————————————-
\naddition to Base Rent, Lessee shall pay to Lessor as additional rent with
\nrespect to each successive calendar year of the term of this Lease subsequent to
\nthe Base Year (including any extended term hereof) for Operating Expenses
\nincreases as specified in the Basic Lease Information Lessee’s percentage share
\nof the total dollar increase, if any, in Operating Expenses paid or incurred by
\nLessor in such subsequent calendar year over the Base Year Operating Expenses.<\/p>\n
For purposes hereof, “Operating Expenses” shall mean (i) all direct and
\nindirect costs of management, operation and maintenance of the Building
\n(including rentable areas occupied by <\/p>\n
1<\/p>\n
Lessor) and including, without limiting the foregoing: wages, salaries, employee
\nbenefits, and payroll burden of personnel directly engaged in management,
\noperation and maintenance of the Building, power, heat, light, air conditioning,
\ngas, water, garbage, sewage and waste disposal and other utilities, equipment,
\ntools, materials and supplies, maintenance and repairs, insurance, license,
\npermit and inspection fees, janitorial services, maintenance contracts and
\ngeneral services, and depreciation on personal property, and (ii) the cost of
\nany capital improvements made to the Building by Lessor after the Base Year that
\nreduce Operating Expenses or that reduce or conserve the amount of utilities
\nconsumed (e.g., electricity, gas or other fuels), or made to the Building by
\nLessor after the date of this Lease that are required under any governmental law
\nor regulation that was not applicable to the Building at the time this Lease was
\nentered into, such cost or allocable portion thereof to be amortized over such
\nreasonable period as Lessor shall determine together with interest on the
\nunamortized balance at the rate of 10 percent per year or such higher rate as
\nmay have been paid by Lessor on funds borrowed for the purpose of constructing
\nsuch capital improvements; provided, however, that Operating Expenses shall not
\ninclude Property Taxes, depreciation on the Building other than depreciation on
\npersonal property, costs of tenants’ improvements, interest and capital items
\nother than those referred to in clause (ii) above. Actual Operating Expenses for
\nboth the Base Year and each subsequent year of the term of this Lease shall be
\nadjusted to equal Lessor’s reasonable estimate of Operating Expenses had the
\ntotal rentable area of the Building been occupied for both years. The
\ndetermination of the costs of management, operation, and maintenance of the
\nBuilding and the costs of the capital improvements referred to in clause (ii)
\nabove shall be in accordance with generally accepted accounting principles
\nconsistently applied.<\/p>\n
(c) Additional Rent on Account of Increases in Property Taxes. In
\n ———————————————————
\naddition to Base Rent, Lessee shall pay to Lessor as additional rent with
\nrespect to each successive calendar year of the term of this Lease subsequent to
\nthe Base Year for Property Taxes increases as specified in the Basic Lease
\nInformation Lessee’s percentage share (as specified in the Basic Lease
\nInformation) of the total dollar increase, if any, in Property Taxes paid or
\nincurred by Lessor in such subsequent calendar year over the Base Year Property
\nTaxes; provided that Lessee’s obligation on account of such Property Taxes
\nincrease is subject to the limitation set forth in Sections 3(b) and 38(c)
\nhereof. For purposes hereof, “Property Taxes” shall mean all real property
\ntaxes, assessments (general or special), property tax reassessments caused by a
\nchange in ownership of the Building or the Premises and all other taxes
\n(including any tax levied wholly or partly in lieu thereof) levied against the
\nBuilding (or this Lease, the occupancy of Lessee, the sums payable by Lessee
\nhereunder, or in any manner relative to the subject matter hereof), excluding
\nonly taxes covered by Section 6 hereof and federal and California income and
\ndeath taxes imposed with respect to Lessor. For purposes hereof, “taxes” is
\nmeant to be interpreted in its most comprehensive sense and to include any
\nimpost, levy or the like levied by any governmental jurisdiction; and without
\nlimiting the generality of the foregoing, “taxes” shall include any tax, fee,
\nexcise, levy or other impost imposed by the United States, the State of
\nCalifornia or any political subdivision of the State (including any county,
\ncity, city and county, public corporation, district or any other political
\nentity or public corporation thereof), however described (including any so-
\ncalled value-added tax) as a direct substitution in whole or in part for, or in
\naddition to, real property taxes and assessments.<\/p>\n
2<\/p>\n
(d) Procedure. The additional rent provided under paragraphs (b) and
\n ———
\n(c) above shall be made in accordance with the following procedures:<\/p>\n
(i) As soon as is practicable following the end of the Base
\nYear and each respective calendar year referred to in paragraphs (b) and (c)
\nabove occurring during the term of this Lease subsequent to the Base Year,
\nLessor shall give Lessee written notice of its estimate of any increase amounts
\npayable under paragraphs (b) and\/or (c) above for such subsequent calendar year
\nof the Lease. On or before the first day of the calendar month next succeeding
\nsuch notice, Lessee shall pay to Lessor an amount equal to such estimated
\namounts multiplied by a fraction, the numerator of which is the number of months
\nof such subsequent calendar year of the Lease which have elapsed and the
\ndenominator of which is 12; on or before the first day of each calendar month
\nthereafter occurring during such subsequent calendar year, Lessee shall pay to
\nLessor 1\/12 of such estimated amounts. If for any reason such notice is not
\ngiven as provided above, Lessee shall continue to pay on the basis of the then
\napplicable rental until the month after such notice is given. If at any time or
\ntimes it appears to Lessor that the increased amounts payable under paragraphs
\n(b) and\/or (c) above for such subsequent calendar year will vary from its
\nestimate by more than 10 percent, Lessor shall, by notice to Lessee, revise its
\nestimate for such year, and subsequent payments by Lessee for such year shall be
\nbased upon such revised estimate.<\/p>\n
(ii) Within 90 days after the close of each Base Year and each
\nrespective calendar year during the term of this Lease subsequent to the Base
\nYear (or as soon after such 90-day period as practicable), Lessor shall deliver
\nto Lessee a statement of the adjustments to be made pursuant to paragraphs (b)
\nand\/or (c) above for such calendar year prepared according to generally
\nacceptable accounting principles, and such statement shall be final and binding
\nupon Lessor and Lessee. If on the basis of such statement Lessee owes an amount
\nthat is less than the estimated payments for such year previously made by
\nLessee, Lessor shall refund such excess to Lessee. If on the basis of the
\nstatement Lessee owes an amount that is more than the estimated payments for
\nsuch year previously made by Lessee, Lessee shall pay the deficiency to Lessor
\nwithin 30 days after delivery of the statement.<\/p>\n
(iii) If this Lease shall terminate on a day other than the last
\nday of a full year of the term of this Lease, the amount of adjustment to be
\nmade pursuant to paragraphs (b) and\/or (c) above that is applicable to the
\ncalendar year in which such termination occurs shall be prorated on the basis
\nthat the number of days from the commencement of such year to and including the
\ntermination date bears to 365. The termination of this Lease shall not affect
\nthe obligations of Lessor and Lessee pursuant to subparagraph (ii) of this
\nparagraph (d) to be performed after such termination.<\/p>\n
Lessee and Lessee’s auditors shall have the right upon reasonable notice to
\ninspect Lessor’s books and records, at Lessor’s office, showing the amounts
\nalleged to be payable by Lessee as additional rent. If Lessee’s auditors
\nconclude that Lessor has overcharged (by more than three percent (3%) of all
\nadditional rent) for any additional rent, Lessor shall promptly refund to Lessee
\nthe amount of such overcharge, plus Lessee’s out-of-pocket costs (including
\nauditing costs) incurred in connection with such inspection and the
\ndetermination of such <\/p>\n
3<\/p>\n
overcharge. If no overcharge (by more than three percent) is determined, Lessee
\nis responsible for out-of pocket costs, including auditing costs.<\/p>\n
(e) Rental Commencement. Base Rent shall be paid to Lessor upon the
\n ——————-
\nexecution of this Lease for the first full calendar month of the term of this
\nLease, and on or before the first day of each and every successive calendar
\nmonth after the first full calendar month during the term hereof.<\/p>\n
(f) No Deduction or Offset; Interest. All rental and all other sums
\n ——————————–
\ndue and payable by Lessee to Lessor under any of the provisions of this Lease
\nshall be paid to Lessor, without abatement, deduction, offset, prior notice or
\ndemand, in lawful money of the United States at Lessor’s address for notices or
\nto such other person or at such other place as Lessor, from time to time, may
\ndesignate in writing. If not paid within 10 days following the date when due,
\nall rental and any and all other sums payable by Lessee to Lessor under any of
\nthe provisions of this Lease shall bear interest from the date due until paid at
\nthe rate of 10% per annum. Lessee acknowledges that late payment by Lessee to
\nLessor of rental or such sums will cause Lessor to incur costs not contemplated
\nby this Lease, the exact amount of such costs being extremely difficult and
\nimpracticable to fix. Such costs include, without limitation, processing and
\naccounting charges, and late charges that may be imposed on Lessor by the terms
\nof any encumbrance and note secured by and encumbrance covering the Building
\nand\/or the Premises. Therefore, if any installment of rental or other sum due
\nand payable by Lessee to Lessor is not paid to and received by Lessor within 10
\ndays following the date when due, Lessee shall pay to Lessor an additional sum
\nof 5 percent of the overdue amount as a late charge. The parties agree that
\nthis late charge represents a fair and reasonable estimate of the costs that
\nLessor will incur by reason of late payment by Lessee. Acceptance of any late
\ncharge shall not constitute a waiver of Lessee’s default on the overdue amount,
\nor prevent Lessor from exercising any of the other rights and remedies available
\nto Lessor.<\/p>\n
4. Use. The Premises shall be used for general office purposes and no
\n —
\nothers. Lessee shall neither do or permit to be done in or about the Premises,
\nnor bring or permit to be brought or kept therein, anything which is prohibited
\nby or will in any way conflict with any law, statute, ordinance or governmental
\nrule or regulation now in force or which may hereafter be enacted or
\npromulgated, or which now or hereafter is prohibited by the standard form of
\nfire insurance policy, or will in any way increase the existing rate of or
\naffect any fire or any other insurance upon the Building or any of its contents,
\nor cause a cancellation of any insurance policy covering the Building or any
\npart thereof or any of its contents. Lessee, in its own respect and in respect
\nof its agents, servants and invitees, shall neither do nor permit anything to be
\ndone in or about the Premises or the Building or any part thereof which will in
\nany way obstruct or interfere with the rights of other tenants of the Building
\n(including any noise audible or any vibrations observable from outside the
\nPremises), or injure or annoy them, or use or allow the Premises or the Building
\nor any part thereof to be used for any improper, immoral, unlawful or
\nobjectionable purpose, nor shall Lessee cause, maintain or permit any nuisance
\nin, on or about the Premises or the Building or any portion thereof, or commit
\nor suffer to be committed any waste or damage in or about the Premises or the
\nBuilding or any portion thereof. Lessee shall not permit any materials to be
\nplaced or stored in the common areas of the Building and shall not permit debris
\nto be placed therein, except in appropriate receptacles provided thereof.
\nLessee, its agents, <\/p>\n
4<\/p>\n
servants and invitees shall have the right on a 24 hour per day – seven day per
\nweek basis during the term hereof, subject to compliance with Lessor’s security
\nprocedures, to the (a) non-exclusive use of the entrance lobby of the Building,
\nits passenger elevators, and the common area of the floor of the Building in
\nwhich the Premises are located, for purposes of ingress to and egress from the
\nPremises, and (b) the restrooms located on the floor of the Building in which
\nthe Premises are located, and (c) the exclusive use of the Premises. The
\nprovisions of Sections 11 and 12 of this Lease shall apply to all such areas.
\nLessee shall not use any portion of the Building (including, without limitation,
\nthe Building roof or portions of the Building leased to other tenants) other
\nthan the Premises, excepting only as set forth in the preceding sentence and
\nsuch other portions of the Building as are necessary for fire and other
\nemergency ingress and egress purposes in accordance with applicable law. Lessee
\nshall not place any equipment in or otherwise utilize the Premises in a manner
\nthat would exceed the floor load limits specified by Lessor.<\/p>\n
5. Services.
\n ——– <\/p>\n
(a) Reasonable Services. Lessor shall furnish the Premises (i) 24
\n ——————-
\nhours per, seven days a week, or such shorter period as may be prescribed by any
\napplicable policies or regulations adopted by any utility or governmental
\nagency, electrical circuitry for the use of a reasonable amount of electricity
\nfor lighting and the operation of office machines, a reasonable amount of water
\nand heat and facilities for air conditioning, (ii) non-attended elevator
\nservice, and (iii) daily (one shift) janitor service Monday through Friday
\n(except holidays) all in the manner that such services are customarily furnished
\nin comparable office buildings in the area. Lessor shall provide 12 hour per
\nday guard service, 7:00 AM to 7:00 PM, in the lobby of the Building Monday
\nthrough Friday (except holidays) . Lessor shall not be in default hereunder or
\nbe liable for any damage directly or indirectly resulting from, nor shall the
\nrental herein reserved be abated by reason of, (i) the installation, use or
\ninterruption of use of any equipment in connection with the furnishing of any of
\nthe foregoing services, (ii) failure to furnish or delay in furnishing any such
\nservices when such failure or delay is caused by accident or any condition
\nbeyond the reasonable control of Lessor or by the making of necessary repairs or
\nimprovements to the Premises or to the Building, or (iii) the limitation,
\ncurtailment, rationing or restrictions on use of water, electricity, gas, or any
\nother form of services serving the Premises or the Building. Lessee shall be
\nresponsible for electricity cost above $0.13 per sq. ft. per month; Lessee shall
\npay the costs above the $0.13 cap thereof directly to Landlord upon receipt of
\ninvoice.<\/p>\n
Lessor shall notify Lessee in writing at least forty-eight (48) hours
\nbefore any intentional shut-down of electrical power or HVAC serving the
\nPremises, except in the case of an emergency.<\/p>\n
Notwithstanding the terms of this Lease to the contrary, if electrical
\npower is interrupted for a period of five (5) consecutive days due to the gross
\nnegligence or willful acts of Lessor, its agents, servants, employees,
\ncontractors or subcontractors or for a period of seven (7) consecutive days due
\nto any other reason except Lessor’s, its agents, servants, employees,
\ncontractors or subcontractors negligence or willful acts, and such failure
\nadversely affects Lessee’s use of the Premises for Lessee’s normal business
\noperations, then there shall be an abatement of Base Rent from and after said
\nfifth day or seventh day, as the case may be, until <\/p>\n
5<\/p>\n
such service is restored. However, if such failure lasts for thirty (30)
\nconsecutive days, Lessee shall have the option, upon written notice to Lessor,
\nto terminate this Lease. Lessor agrees to use its best efforts to restore such
\nservice as soon as possible.<\/p>\n
(b) Extraordinary Services. Lessee will not, without the prior
\n ———————-
\nwritten consent of Lessor, use any apparatus or device in the Premises,
\nincluding without limitation electronic data processing machines, punch card
\nmachines and machines using current that will in any way increase the amount of
\nwater or air conditioning reasonably required for use of the Premises as general
\noffice space and in no event shall Lessee consume water or power in excess of
\nthe capacity of the existing Building systems; nor shall Lessee connect with
\nelectric current, except through existing electrical outlets in the Premises, or
\nwater pipes, any apparatus or device, for the purpose of using electric current
\nor water. If Lessee shall require water in excess of that usually furnished or
\nsupplied for use of the Premises as general office space, Lessee shall first
\nprocure the written consent of Lessor, which Lessor may withhold, to the use
\nthereof. Lessor, as a condition of Lessor’s consent, may cause a water meter to
\nbe installed in the Premises, so as to measure the amount of water consumed.
\nThe cost of any such meter and of installation, maintenance and repair thereof
\nshall be paid by Lessee, and Lessee agrees to pay to Lessor promptly upon demand
\nthereof by Lessor for all such water so used. Unless and until Lessor installs
\nsuch separate meters, Lessee shall pay to Lessor promptly upon demand Lessor’s
\nreasonable estimate of the excess of the amount of water used by Lessee over
\nthat usually furnished or supplied by Lessor for use of the Premises as general
\noffice space and Lessor’s estimate based upon the independent judgment of
\nLessor’s engineer, the manufacturer of the equipment involved, or the utility
\nproviding the service shall be final, binding, and conclusive upon Lessee.<\/p>\n
6. Taxes Payable by Lessee. In addition to the monthly rental and other
\n ———————–
\ncharges that are payable by Lessee hereunder, Lessee shall reimburse Lessor upon
\ndemand for any and all taxes payable by Lessor (other than net income taxes)
\nwhether or not now customary or within the contemplation of the parties hereto:
\n(a) upon, measured by, or reasonably attributable to the cost or value of
\nLessee’s equipment, furniture, fixtures, and other personal property located in
\nthe Premises or by the cost or value of any leasehold improvements made in or to
\nthe Premises by or for Lessee, other than tenant improvements made and paid for
\nby Lessor hereunder, regardless of whether title to such improvements shall be
\nin Lessee or Lessor; (b) upon or measured by the monthly rental payable
\nhereunder, including without limitation, any gross income tax or excise tax
\nlevied by the United States Government, the State of California, any county, any
\ncity, or any other political subdivision of any of the foregoing with respect to
\nthe receipt of such rental; (c) upon or with respect to the possession, leasing,
\noperation, management, maintenance, alteration, repair, use, or occupancy by
\nLessee of the Premises or any portion thereof; (d) upon this transaction or any
\ndocument to which Lessee is a party creating or transferring an interest or an
\nestate in the Premises. If it should not be lawful for Lessee to so reimburse
\nLessor, the monthly rental payable to Lessor under this Lease shall be revised
\nto net Lessor the same net rental after imposition of any such tax upon Lessor
\nas would have been payable to Lessor prior to the imposition of any such tax.<\/p>\n
7. Alterations, Additions or Improvements. Excluding Lessee’s initial
\n ————————————–
\nTenant Improvements, Lessee shall not make or suffer to be made any alterations,
\nadditions, or <\/p>\n
6<\/p>\n
improvements to or of the Premises or any part thereof, or attach any fixtures
\nor equipment thereto, without Lessor’s prior written consent, provided that
\nLessee from time to time, without Lessor’s prior written consent, may make
\nalterations, additions and improvements of an aggregate cost of $20,000
\n(excluding nevertheless any alterations and the like involving the Building
\nstructure or the Building systems). All such alterations, additions or
\nimprovements shall become Lessor’s property immediately and, at the end of the
\nterm hereof, shall remain on the Premises without compensation to Lessee unless
\nLessor elects by notice to Lessee, at the time approval is given, to have Lessee
\nremove the same, in which event Lessee shall promptly remove such alterations,
\nadditions or improvements and restore the Premises to their condition prior to
\nthe installation of such alterations, additions or improvements.<\/p>\n
All alterations made by Lessee with the prior written consent of Lessor
\nshall be effected through the use of contractors approved by Lessor who shall
\nfurnish to Lessor upon demand such completion bonds and labor and material bonds
\nas Lessor may require so as to assure completion of such alterations, additions
\nor improvements on a lien-free basis (and the furnishing of the same shall not
\nrelieve Lessee of its obligation under Section 8 hereof).<\/p>\n
8. Liens. Lessee shall keep the Premises and the Building free and clear
\n —–
\nof and from any and all mechanics’, materialmen’s and other liens for work or
\nlabor done, services performed and for materials used or furnished in or about
\nthe Premises by or on behalf of Lessee. Lessee at all times shall pay and
\ndischarge, promptly and fully, any and all claims upon which any such lien may
\nor could be based (provided that Lessee may contest any such claims or liens,
\nprovided that Lessee shall obtain and record a release bond with respect to any
\nrecorded mechanics lien in accordance with the provisions of California Code
\nSection 3143), and Lessee shall save and hold Lessor, the Premises and the
\nBuilding free and harmless of and from any and all such liens or claims of liens
\nor claims of liens or suits or other proceedings pertaining thereto.<\/p>\n
9. Repairs. By entry hereunder, Lessee accepts the Premises as being in
\n ——-
\nthe condition in which Lessor is obligated to deliver the Premises. Lessee, at
\nall times during the term hereof and at Lessee’s sole cost and expense, shall
\nkeep the Premises and every part thereof in good condition and repair, ordinary
\nwear and tear, damage thereto by fire, earthquake, act of God or the elements
\nexcepted. Lessee hereby waives all right to make repairs at the expense of
\nLessor or in lieu thereof to vacate the Premises as provided by California Civil
\nCode Section 1941 and 1942 or any other law, statute or ordinance now or
\nhereafter in effect. Lessor has no obligation and has made no promise to alter,
\nremodel, improve, repair, decorate, or paint the Premises or any part thereof
\nexcept as specifically herein set forth in Exhibit B. Except as specifically
\nset forth herein, Lessor has not made any representations respecting the
\ncondition of the Premises to Lessee.<\/p>\n
Lessor, at Lessor’s sole cost and expense, agrees to maintain all
\nstructural portions of the Building, all systems servicing the Building and
\nPremises, including but not limited to HVAC, plumbing, electrical, elevators and
\nall common areas and all exterior portions of the Building.<\/p>\n
7<\/p>\n
10. Destruction or Damage.
\n ——————— <\/p>\n
(a) Damage. If the Premises and\/or the portion of the Building
\n ——
\nnecessary for Lessee’s occupancy are damaged by fire, earthquake, act of God,
\nthe elements, or other casualty, Lessor shall forthwith repair the same, subject
\nto the provisions of this Section hereinafter set forth, if such repairs, in
\nLessor’s opinion, can be made within 90 days following the issuance of any
\nbuilding permit required by relevant governmental authority (the “Rebuilding
\nPeriod”). This Lease shall remain in full force and effect except that, if such
\ndamage is not the result of the negligence or willful misconduct of Lessee or
\nLessee’s employees or invitees, a proportional abatement of rental (based upon
\nsquare footage) shall be allowed Lessee for such part of the Premises as shall
\nbe rendered unusable by Lessee in the conduct of its business during the time
\nsuch part is so unusable. Lessor’s determination that such repair may be made
\nwithin the Rebuilding Period shall not obligate Lessor to complete the same
\nwithin such period.<\/p>\n
Notwithstanding anything in this Paragraph 10 to the contrary, if the
\nPremises have been rendered inaccessible or untenantable by the damage and the
\nPremises cannot be repaired to the condition that the Premises were in prior to
\nthe damage within 180 days after the date on which the damage has occurred,
\nLessee may, provided Lessee is not then in default under this Lease, by written
\nnotice to Lessor within 30 days after the damage, elect to terminate this Lease
\nas of the date of damage. If there has been no termination of this Lease, such
\nrepairs and restoration shall be made. A full destruction of the Building as
\ndetermined by Lessor will automatically terminate this Lease as of the date of
\ndestruction. Upon any termination of this Lease under any provisions of this
\nSection, the parties will be released from any further obligations hereunder
\nexcept for any obligations which may have accrued prior to the damage or
\ndestruction.<\/p>\n
(b) Repair. If such repairs, in Lessor’s opinion, cannot be made
\n ——
\nwithin the Rebuilding Period, Lessor may elect, upon notice to Lessee within 30
\ndays after the date of such fire or other casualty: (i) to repair or restore
\nsuch damage, in which event this Lease shall continue in full force and effect
\n(except that the rent shall be partially abated as hereinabove provided) and
\nLessor shall repair and restore such damage with reasonable diligence, or (ii)
\nto terminate this Lease, in which event this Lease shall terminate as of the
\ndate of such fire or other casualty.<\/p>\n
(c) Waiver. Lessee waives California Civil Code Sections 1932(2) and
\n ——
\n1933(4) providing for termination of hiring upon destruction of the thing hired.<\/p>\n
(d) Costs of Repair. If the Premises are to be repaired under this
\n —————
\nSection, Lessor shall repair at its cost any injury or damage to the Building
\nitself and the tenant improvements in the Premises paid for by Lessor hereunder.
\nLessee shall repair and pay the cost of repairing Lessee’s alterations, Lessee’s
\nimprovements, Lessee’s trade fixtures, Lessee’s personal property and any other
\ntenant improvements in the Premises and shall be responsible for carrying such
\ncasualty insurance as it deems appropriate with respect to such other tenant
\nimprovements.<\/p>\n
8<\/p>\n
11. Insurance; Waiver of Subrogation.
\n ——————————– <\/p>\n
(a) Insurance. Each party, at its respective expense, shall maintain
\n ———
\nin full force during the term hereof a policy or policies of comprehensive broad
\nform general public liability insurance against claims and liability for
\npersonal injury, death and property damage arising in or about the Premises, the
\nBuilding and adjoining areas or ways, with a carrier or carriers acceptable to
\nthe other party, and which carrier or carriers in any event shall have a rating
\nof not less than A Plus XIII by Best’s Insurance Guide. The liability under
\nsuch insurance shall not be less than $1,000,000 combined single limit bodily
\ninjury and property damage. Such policy or policies of insurance shall (a) name
\nthe other party and Lessor as an additional insured, (b) be nonassessable,
\nprimary and noncontributory with any policies carried by the other party, and
\n(c) provide that the same may not be canceled or materially amended except upon
\n30 days prior written notice to the other party. Each party shall provide the
\nother with a certificate or certificates of said policy or policies. The amount
\nof insurance coverage provided for in this Section shall be increased from time
\nto time during the term hereof upon demand of the other party to the extent
\nreasonably required by circumstances then existing (including, but not limited
\nto increases in the cost of living as reflected in the Consumer Price Index
\npublished by the U.S. Department of Labor and increases in personal injury and
\nwrongful death judgments or awards in the City and County of San Francisco).<\/p>\n
(b) Subrogation. Each party shall obtain from its insurers under all
\n ———–
\npolicies of fire, theft, public liability, worker’s compensation, and other
\ninsurance maintained by such party at any time during the term hereof insuring
\nor covering the Building or any portion thereof or operations therein, a waiver
\nof all rights of subrogation which the insurer might have against such party and
\nsuch party’s Lender.<\/p>\n
12. Indemnity. Lessee covenants and agrees that Lessor shall not at any
\n ———
\ntime or to any extent whatsoever be liable, responsible or in anywise
\naccountable for any loss, injury, death or damage to persons or property which
\nat any time may be suffered or sustained by Lessee or by any person whosoever
\nmay at any time be using or occupying or visiting the Premises or be in, on or
\nabout the same, whether such loss, injury, death or damage shall be caused by or
\nin anyway result from or arise out of any act or omission of Lessor, Lessee or
\nof any occupant, subtenant, visitor or user of any portion of the Premises, or
\nshall result from or be caused by any other matter or thing whether of the same
\nkind as or of a different kind than the matters or things above set forth,
\nexcept to the extent caused by the Breach of this Lease by Lessor or the
\nnegligence or willful act of Lessor, its agents or employees, and Lessee shall
\nforever indemnify, defend, hold and save Lessor and Lessor’s Lender free and
\nharmless of, from and against any and all claims, liability, loss or damage
\nwhatsoever on account of any such loss, injury, death or damage, except to the
\nextent caused by the negligence or willful act of Lessor, its agents or
\nemployees. Lessee hereby waives all claims against Lessor for damages to the
\nBuilding and any other improvements that are hereafter placed or built upon the
\nPremises and to the property of Lessee in, upon or about the Premises, and for
\ninjuries to persons or property in or about the Premises, from any cause arising
\nat any time, except to the extent caused by the Breach of this Lease by Lessor
\nor the negligence or willful act of Lessor, its agents or employees. The
\nforegoing indemnity obligation of Lessee shall include reasonable attorneys’
\nfees, investigation costs, and all other reasonable costs and expenses incurred
\nby Lessor from the first notice that any claim or demand is to be<\/p>\n
9<\/p>\n
made or may be made. The provisions of this Section shall survive the
\ntermination of this Lease with respect to any damage, injury, or death occurring
\nprior to such termination.<\/p>\n
13. Compliance with Legal Requirements. During the term of this Lease,
\n ———————————-
\nLessee, at its sole cost and expense shall comply promptly with (i) all laws,
\nstatutes, regulations, ordinances, governmental rules, or requirements now in
\nforce or which may hereafter be in force, (ii) the requirements of any board of
\nfire underwriters or other similar body now or hereafter constituted, (iii) any
\ndirection or occupancy certificate issued pursuant to any law by any public
\nofficer or officers, and (iv) the provisions of all recorded documents affecting
\nthe Building or the Premises insofar as any of them relate to or affect the
\nLessee’s use or occupancy of the premises, excluding requirements of structural
\nchanges not related to or affected by improvements made by or for Lessee or not
\nnecessitated by Lessee’s acts.<\/p>\n
14. Assignment and Subletting.
\n ————————- <\/p>\n
(a) General. Except as expressly permitted pursuant to this Section,
\n ——-
\nLessee shall not, without the prior written consent of Lessor, assign this
\nLease, or any interest herein, or sublet the Premises, or any part thereof, or
\npermit the use or occupancy of the Premises (or any right or privilege
\nappurtenant thereto) by any party other than Lessee. For purposes hereof,
\n“assignment” shall include any proposed disposition or transfer, voluntary or
\ninvoluntary, or hypothecation; and where Lessee is a corporation or partnership,
\n“assignment” shall include a transfer of 25% or more of the equity interest
\ntherein (but shall exclude any transfer of the equity interest of any parent of
\nLessee). Any of the foregoing acts without such consent of Lessor shall be void
\nand shall, at the option of Lessor, terminate this Lease. This Lease shall not,
\nnor shall any interest herein, be transferable or assignable as to the interest
\nof Lessee by operation of law without the written consent of Lessor (except as
\nprovided by state or federal laws governing savings and loan associations).
\nSubject to the further provisions of the Section,<\/p>\n
Lessor’s consent to any assignment or subletting of all or any part of the
\nPremises shall not be unreasonably withheld.<\/p>\n
Notwithstanding any provision of this Lease to the contrary, Lessee may
\nassign this Lease at any time, or sublease all or part of the Premises, with
\nwritten consent from Lessor, which shall not be unreasonably withheld or
\ndelayed, to any entity which acquires all or part of Lessee (by merger,
\nconsolidation or otherwise), or which is acquired in whole or in part by Lessee,
\nor which is controlled directly or indirectly by Lessee, or which is acquired in
\nwhole or in part by Lessee, or which is controlled directly or indirectly by
\nLessee, or which is under common control with Lessee, or which entity controls,
\ndirectly or indirectly, Lessee (an “Affiliate”), or which owns or is owned by
\nthe Affiliate. Lessor’s consent shall be deemed granted unless, within seven
\ndays from notice, Lessor denies consent in writing.<\/p>\n
(b) Notice to Lessor. If at any time, or from time to time, during
\n —————-
\nthe term of this Lease, Lessee desires to assign, sublet or permit the occupancy
\nor use by another of all or any part of the Premises, Lessee shall give notice
\nto Lessor setting forth the following: (a) the name, address, and legal
\ncomposition of the proposed sublessee, occupier or user; (b) the nature of the
\nbusiness proposed to be carried on in the Premises (including proposed number of
\nemployees to<\/p>\n
10<\/p>\n
be located in the Premises, the proposed equipment to be used therein, proposed
\nfloor loads and proposed electrical loads); (c) a copy of the proposed
\nassignment or sublease agreement; and (d) any other documentation or information
\nreasonably requested by Lessor, including financial information covering the
\nproposed assignee, sublessee, occupier or user with respect to such proposed
\nsubletting. All such information may be considered by Lessor in making Lessor’s
\npermitted determinations hereunder, including the granting or withholding of
\nconsent in respect of a proposed assignment or subletting.<\/p>\n
(c) Conditions. Lessee may assign or sublet, subject to Lessor’s
\n ———-
\nconsent which shall not be unreasonably withheld, such space to any third party
\nsubject in any event to the following conditions:<\/p>\n
(i) in the case of a sublease, the same shall be subject and
\nsubordinate to all of the provisions, terms and conditions of this Lease,
\nincluding a current financial statement from the prospective sublessee or
\nassignee, prepared by a CPA;<\/p>\n
(ii) no assignment or sublease shall be valid and no assignee or
\nsublessee shall take possession of the Premises assigned or subleased until an
\nexecuted counterpart of such assignment or sublease, in form and substance
\nsatisfactory to Lessor, shall have been delivered to Lessor, and Lessor shall
\nhave expressly consented thereto in writing,<\/p>\n
(iii) no assignee or sublessee shall have a further right to
\nassign or sublet,<\/p>\n
(iv) an amount equal to 50% of all sums or other economic
\nconsideration received by Lessee as a result of such assignment or subletting
\nother than an assignment or sublease to an Affiliate, however denominated
\n(whether as consideration for the assignment, rentals under a sublease, or
\notherwise), which exceed in aggregate the total sums which Lessee (or Lessee’s
\nassignee in case of an assignment) is obligated to pay Lessor under this Lease
\nor otherwise pays in the form of real estate brokerage, attorney’s fees, tenant
\nimprovements costs and electrical power in connection with such assignment or
\nsublease prorated to reflect obligations allocable to that portion of the
\nPremises subject to such assignment or sublease, shall be payable to Lessor as
\nadditional rental under this Lease without affecting or reducing any other
\nobligations of Lessee hereunder, provided that in no event shall Lessee be
\nobligated to pay Lessor less than the rental specified in this Lease.<\/p>\n
(v) Lessee immediately and irrevocably assigns to Lessor, as
\nsecurity for Lessee’s obligations under this Lease, all rental from any
\nsubletting of all or a part of the Premises as permitted by this Lease, and
\nLessor, as assignee and as attorney in-fact for Lessee, or a receiver for Lessee
\nappointed on Lessor’s application, may collect such rental and apply it towards
\nLessee’s obligations under this Lease; except that, until Lessor terminates the
\nLease pursuant to Section 18, Lessee shall have the exclusive right to collect
\nsuch rental.<\/p>\n
(d) Primary Liability. Regardless of Lessor’s consent, no subletting
\n —————–
\nor assignment shall release Lessee of Lessee’s obligation or alter the primary
\nliability of Lessee to pay the rental and to perform all other obligations to be
\nperformed by Lessee hereunder. The<\/p>\n
11<\/p>\n
acceptance of rental by Lessor from any other person shall not be deemed to be a
\nwaiver by Lessor of any provision hereof. Consent to one assignment or
\nsubletting shall not be deemed consent to any subsequent assignment or
\nsubletting. In the event of default by any assignees of Lessee or any successor
\nof Lessee in the performance of any of the terms hereof, Lessor may proceed
\ndirectly against Lessee without the necessity of exhausting remedies against
\nsuch assignee or successor. Lessor may consent to subsequent assignments or
\nsubletting of this Lease or amendments or modifications to this Lease with
\nassignees of Lessee, without notifying Lessee, or any successor of Lessee, and
\nwithout obtaining its or their consent thereto and such action shall not relieve
\nLessee of liability under this Lease.<\/p>\n
(e) Attorneys Fees. If Lessee shall assign or sublet the Premises or
\n ————–
\nrequest the consent of Lessor to any assignment or subletting, or if Lessee
\nshall request the consent of Lessor for any act that Lessee proposes to do, then
\nLessee shall pay Lessor’s reasonable attorneys’ fees, not to exceed $2,000.00,
\nincurred in connection therewith.<\/p>\n
(f) Conflicting Provisions. The provisions of this Section shall
\n ———————-
\nprevail and govern over any conflicting provision in any assignment or
\nsubletting to which Lessor gives written consent. Any modification of the terms
\nof this Lease as between Lessee and Sublessee shall be void and will not be
\nbinding on the Lessor.<\/p>\n
15. Rules. Lessee shall faithfully observe and comply with the rules and
\n —–
\nregulations annexed to this Lease and, after notice thereof, all reasonable
\nmodifications thereof and additions thereto from time to time promulgated in
\nwriting by Lessor. Lessor shall not be responsible to Lessee for the
\nnonperformance by any other tenant or occupant of the Building of any of said
\nrules and regulations.<\/p>\n
16. Entry by Lessor. Upon 24 hour prior notice, unless it is an
\n —————
\nemergency, Lessor may enter the Premises at reasonable hours to (a) inspect the
\nsame, (b) exhibit the same to prospective purchasers, lenders, or tenants, (c)
\ndetermine whether Lessee is complying with all its obligations hereunder, (d)
\nsupply janitor service and any other service to be provided by Lessor to Lessee
\nhereunder, (e) post notices of nonresponsibility and (f) make repairs required
\nof Lessor under the terms hereof or repairs to any adjoining space or utility
\nservices or make repairs, alterations or improvements to any other portion of
\nthe Building; provided, however, that all such work shall be done as promptly as
\nreasonably and so as to cause as little interference to Lessee as reasonably
\npossible. Lessee hereby waives any claim for damages for any injury or
\ninconvenience to or interference with Lessee’s business, any loss of occupancy
\nor quiet enjoyment of the Premises or any other loss occasioned by such entry.
\nLessor shall at all times have and retain keys with which to unlock all of the
\ndoors in, on or about the Premises (excluding Lessee’s vaults, safes and similar
\nareas designated in writing by Lessee and approved by Lessor in advance); and
\nLessor shall have the right to use any and all means which Lessor may deem
\nproper to open such doors in an emergency in order to obtain entry to the
\nPremises, and any entry to the Premises obtained by Lessor by any of said means,
\nor otherwise, shall not under any circumstances be construed or deemed to be a
\nforcible or unlawful entry into or a detainer of the Premises or an eviction,
\nactual or constructive, of Lessee from the Premises, or any portion thereof.<\/p>\n
12<\/p>\n
17. Events of Default. The occurrence of any one or more of the following
\n —————–
\nevents (an “Event of Default”) shall constitute a breach of this Lease by
\nLessee: (a) if Lessee shall fail to pay any rent when and as the same becomes
\ndue and payable; or (b) if Lessee shall fail to pay any other sum when and as
\nthe same becomes due and payable and such failure shall continue for more than
\n10 days after written notice to Lessee or (c) if Lessee shall default in the
\nperformance or observance of any other term hereof or of the rules and
\nregulations described in Section 15 to be performed or observed by Lessee, and
\nwithin 30 days following written notice from Lessor to Lessee, Lessee shall have
\nfailed to completely cure such default, or if the nature of such default is such
\nthat it cannot reasonably be cured within such 30 day period, Lessee shall not
\nwithin such 30 day period have commenced with prompt diligence the curing of
\nsuch default, or, having so commenced, shall thereafter have failed to prosecute
\nwith prompt diligence the complete curing of such default; or (d) if Lessee
\nshall make a general assignment for the benefit of creditors, or shall admit in
\nwriting its inability to pay its debts as they become due, or shall file a
\npetition in bankruptcy, or shall be adjudicated a bankrupt or as insolvent, or
\nshall file a petition in any proceeding seeking any reorganization, arrangement,
\ncomposition, readjustment, liquidation, dissolution, or similar relief under any
\npresent or future statute, law, or regulation, or shall file an answer
\nadmitting, or fail to protest timely the material allegations of a petition
\nfiled against it in any such proceeding, or shall seek or consent to or
\nacquiesce in the appointment of any trustee, receiver, or liquidator of Lessee
\nor any material part of its properties; or (e) if within 30 days after the
\ncommencement of any proceeding against Lessee seeking any reorganization,
\narrangement, composition, readjustment, liquidation, dissolution, or similar
\nrelief under any present or future statute, law, or regulation, such proceeding
\nshall not have been dismissed, or if, within 30 days after the appointment
\nwithout the consent or acquiescence of Lessee, of any trustee, receiver, or
\nliquidator of Lessee or of any material part of its properties, such appointment
\nshall not have been vacated; or (f) if this Lease or any estate of Lessee
\nhereunder shall be levied upon under any attachment or execution and such
\nattachment or execution is not vacated within 30 days; or (g) if Lessee shall
\nabandon or surrender the Premises, or be dispossessed by process of law or
\notherwise, or shall vacate or fail to take possession of the Premises.<\/p>\n
18. Lessor’s Right to Terminate. If an Event of Default shall occur,
\n —————————
\nLessor at any time thereafter may give a written termination notice to Lessee,
\nand on the date specified in such notice (which shall be not less than three
\ndays after the giving of such notice) Lessee’s right to possession shall
\nterminate, unless on or before such date all delinquent rent and all other sums
\npayable by Lessee under this Lease and all costs and expenses incurred by or on
\nbehalf of Lessor hereunder shall have been paid by Lessee and all other breaches
\nof this Lease by Lessee at the time existing shall have been fully remedied to
\nthe satisfaction of Lessor. Lessor may remove all persons and property located
\ntherein and store such property in a public warehouse for the account and risk
\nand at the expense of Lessee. Lessor may do all things Lessor deems necessary
\nin order to relet the Premises, including, without limitation any alterations,
\nrepair and\/or restoration of the Premises. Upon such termination, Lessor may
\nrecover from Lessee: (a) the worth at the time of award of the unpaid rental
\nwhich had been earned at the time of termination; (b) the worth at the time of
\naward of the amount by which the unpaid rental which would have been earned
\nafter termination until the time of award exceeds the amount of such rental loss
\nthat Lessee proves could have been reasonably avoided; (c) the worth at the time
\nof award of the<\/p>\n
13<\/p>\n
amount by which the unpaid rental for the balance of the term of this Lease
\nafter the time of award exceeds the amount of such rental loss that Lessee
\nproves could be reasonably avoided; and (d) any other amount necessary to
\ncompensate Lessor for all the detriment proximately caused by Lessee’s failure
\nto perform its obligations under this Lease or which in the ordinary course of
\nthings would be likely to result therefrom. The “worth at the time of award” of
\nthe amounts referred to in clauses (a) and (b) above is computed by allowing
\ninterest at the highest rate legally permitted under applicable law. The “worth
\nat the time of award” of the amount referred to in clause (c) above is computed
\nby discounting such amount at the discount rate of the Federal Reserve Bank of
\nSan Francisco at the time of award plus 1% (one percent). Notwithstanding any
\nother provisions hereof, any efforts by Lessor to mitigate damages caused by
\nLessee’s breach of this Lease shall not constitute a waiver of Lessor’s right to
\nrecover damages hereunder and shall not affect the right of Lessor to
\nindemnification pursuant to the provisions of Section 12 hereof.<\/p>\n
19. Continuous Notwithstanding Default. Even though Lessee has breached
\n ———————————-
\nthis Lease and abandoned the Premises, this Lease shall continue in effect for
\nso long as Lessor does not terminate Lessee’s right to possession, and Lessor
\nmay enforce all its rights and remedies under this Lease, including the right to
\nrecover the rental as it becomes due under this Lease. Acts of maintenance or
\npreservation or efforts to relet the Premises or the appointment of a receiver
\nupon the initiative of Lessor to protect Lessor’s interest under this Lease
\nshall not constitute a termination of Lessee’s right to possession.<\/p>\n
20. Additional Remedies. The remedies provided for in this Lease are in
\n ——————-
\naddition to any other remedies available to Lessor at law or in equity by
\nstatute or otherwise.<\/p>\n
21. Lessor’s Right to Cure Defaults. All agreements and provisions to be
\n ——————————-
\nperformed by Lessee under any of the terms of this Lease shall be at its sole
\ncost and expense and without any abatement of rental. If Lessee shall fail to
\npay any sum of money, other than rental, required to be paid by it hereunder, or
\nshall fail to perform any other act on its part to be performed hereunder and
\nsuch failure shall continue for 10 days after notice thereof by Lessor, Lessor
\nmay, but shall not be obligated to do so, and without waiving or releasing
\nLessee from any obligations of Lessee, make any such payment or perform any such
\nother act on Lessee’s part to be made or performed as in this Lease provided.
\nAll sums so paid by Lessor and all necessary incidental costs shall be deemed
\nadditional rent hereunder and shall be payable to Lessor on demand, and Lessor
\nshall have (in addition to any other right or remedy of Lessor) the same rights
\nand remedies in the event of the nonpayment thereof by Lessee as in the case of
\ndefault by Lessee in the payment of rental.<\/p>\n
22. Attorneys’ Fees. If as a result of any breach or default in the
\n —————
\nperformance of any of the provisions of this Lease, Lessor uses the services of
\nan attorney in order to secure compliance with such provisions or recover
\ndamages thereof, or to terminate this Lease or evict Lessee, Lessee shall
\nreimburse Lessor upon demand for any and all attorneys’ fees and expenses so
\nincurred by Lessor, provided that if Lessee shall be the prevailing party in any
\nlegal action brought by Lessor against Lessee, Lessee shall be entitled to
\nrecover for the fees of its attorneys in such amount as the court may adjudge
\nreasonable.<\/p>\n
14<\/p>\n
23. Eminent Domain. If any part of the Premises shall be taken as a
\n ————–
\nresult of the exercise of the power of eminent domain, this Lease shall
\nterminate as to the part of the Premises so taken as of the date of taking, and
\neither Lessor or Lessee shall have the right to terminate this Lease as to the
\nbalance of the Premises remaining after a partial taking by written notice to
\nthe other within 30 days after such date, provided, however, that a condition to
\nthe exercise by Lessee of such right to terminate shall be that such partial
\ntaking shall be to such extent and nature as substantially to handicap, impede,
\nor impair the conduct of Lessee’s business therein. If all of the Premises are
\ntaken as a result of the exercise of the power of eminent domain, this Lease
\nshall terminate upon the date of taking. If any part of the Building (other
\nthan the Premises) shall be taken as a result of the exercise of the power of
\neminent domain, Lessor shall have the right to terminate this Lease by written
\nnotice to Lessee within 30 days from the date of such taking; in the event that
\nLessor does not so elect, this Lease shall continue in full force and effect,
\nprovided that Lessee is afforded continuous access to the Premises.<\/p>\n
Lessor shall be entitled to any and all compensation, damages, income,
\nrent, awards, or any interest therein whatsoever which may be paid or made in
\nconnection with any exercise of the power of eminent domain, and Lessee shall
\nhave no claim, against Lessor for the value of any unexpired term of this Lease
\nor otherwise. In the event of a partial taking of the Premises which does not
\nresult in a termination of this Lease, the monthly rental thereafter to be paid
\nshall abate in proportion to that portion of the Premises that is rendered
\nunusable by Lessee in the conduct of its business.<\/p>\n
It is understood and agreed that the foregoing provisions of this section
\nare intended to and do fully define and set forth the respective rights and
\nobligations of the parties in the event of a taking of the Premises or a part
\nthereof, including without limitation the circumstances under which this Lease
\nshall or may be terminated, and the disposition of any proceeds of any insurance
\nor award, and Lessor and Lessee each expressly waives the benefit and effect of
\nany rights and\/or obligations whether purporting to arise by law, by
\ngovernmental order, under any insurance contract, or otherwise (including the
\nprovisions of the California Code of Civil Procedure 1265.130), which are
\ninconsistent with the rights and obligations set forth herein.<\/p>\n
For purposes hereof the “date of taking” shall be deemed to be the date
\nthat physical possession of the property taken is delivered to the condemning
\nauthority.<\/p>\n
24. Subordination. This Lease shall be subject and subordinate at all
\n ————-
\ntimes to (a) all ground or underlying leases which may hereafter be executed
\naffecting the Building and (b) the liens of all mortgages and deeds of trust in
\nany amount or amounts whatsoever now or hereafter placed on or against the
\nBuilding or on or against Lessor’s interest or estate therein or on or against
\nall such ground or underlying leases, all without the necessity of having
\nfurther instruments executed on the part of Lessee to effect such subordination.
\nNotwithstanding the foregoing: (i) in the event of termination for any reason
\nwhatsoever of any such ground or underlying lease, this Lease shall not be
\nbarred, terminated, cut off or foreclosed nor shall the rights and possession of
\nLessee hereunder be disturbed if Lessee is not then in default in the payment of
\nrental or other sums or be otherwise in default under the terms of this Lease,
\nand Lessee shall attorn to the Lessor of any such ground or underlying lease,
\nor, if requested, enter into a new lease for the balance of the original or
\nextended term thereof then remaining upon the<\/p>\n
15<\/p>\n
same terms and provisions as are in this Lease contained; (ii) in the event of a
\nforeclosure of any such mortgage or deed of trust or of any other action or
\nproceeding for the enforcement thereof, or of any sale thereunder, this Lease
\nwill not be barred, terminated, cut off or foreclosed, nor will the rights and
\npossession of Lessee thereunder be disturbed if Lessee shall not then be in
\ndefault in the payment of rental or other sums or be otherwise in default under
\nthe terms of this Lease and Lessee shall attorn to the purchaser at such
\nforeclosure, sale, or other action or proceeding, and (iii) Lessee agrees to
\nexecute and deliver upon demand such further instruments evidencing such
\nsubordination of this Lease to such ground or underlying leases, and to the
\nliens of any such mortgages or deeds of trust as may reasonably be requested by
\nLessor. Lessee’s covenant to subordinate this Lease to ground or underlying
\nleases and\/or mortgages or deeds of trust hereafter executed is conditioned upon
\neach senior instrument containing the commitments specified in the preceding
\nclauses (i) and (ii).<\/p>\n
25. No Merger. The voluntary or other surrender of this Lease by Lessee,
\n ———
\nor a mutual cancellation thereof, shall not work a merger, and, at the option of
\nLessor, either shall operate (a) to terminate all or any existing subleases or
\nsubtenancies under the Lease or (b) as an assignment to Lessor of any or all
\nsuch subleases and subtenancies.<\/p>\n
26. Sale. If the original Lessor hereunder, or any successor owner of the
\n —-
\nBuilding, shall sell or convey the Building, all liabilities and obligations on
\nthe part of the original Lessor, or such successor owner, under this Lease
\naccruing thereafter shall terminate, and thereupon all such liabilities and
\nobligations shall be binding upon the new owner. Lessee agrees to attorn to
\nsuch new owner.<\/p>\n
27. Estoppel Certificate. At any time and from time to time within 15
\n ——————–
\nworking days following written request by Lessor, Lessee will execute,
\nacknowledge and deliver to Lessor, promptly upon request, a certificate
\ncertifying (a) that this Lease is unmodified and in full force and effect (or if
\nthere have been modifications, that this Lease is in full force and effect as
\nmodified and stating the date and nature of each modification), (b) the date, if
\nany, to which rental and other sums payable hereunder have been paid, (c) that
\nno notice has been received by Lessee of any default which has not been cured,
\nexcept as to defaults specified in said certificate and (d) such other matters
\nas may be reasonably requested by Lessor. Any such certificate may be relied
\nupon by any prospective purchaser, mortgagee, or beneficiary under any deed of
\ntrust on the Building or any part thereof.<\/p>\n
28. No Light, Air or View Easement. Any diminution or shutting off of
\n ——————————
\nlight, air or view by any structure which may be erected on lands adjacent to
\nthe Building shall in no way affect this Lease or impose liability on Lessor.<\/p>\n
29. Holding Over. If, without objection by Lessor, Lessee holds
\n ————
\npossession of the Premises after expiration of the term of this Lease, Lessee
\nshall become a tenant from month to month upon the terms, conditions and
\nprovisions herein specified but at a monthly rental equivalent to the then
\nprevailing fair market rental as determined in good faith by the Lessor but in
\nno event less than the rental being paid by Lessee in the last month of the term
\nof this Lease, payable in advance on or before the first day of each month.
\nEach party shall give the other<\/p>\n
16<\/p>\n
notice at least one month prior to the date of termination of such monthly
\ntenancy of its intention to terminate such tenancy.<\/p>\n
30. Abandonment. Lessee shall not abandon any part or all of the
\n ———–
\nPremises. If Lessee shall abandon, or surrender the Premises, or be
\ndispossessed by process of law or otherwise, any personal property belonging to
\nLessee and left on the Premises shall be deemed to be abandoned, at the option
\nof the Lessor, except such property as may be mortgaged to Lessor.<\/p>\n
31. Surrender. Subject to the provisions of Section 7, Lessee shall at
\n ———
\nthe end of the term hereof surrender to Lessor the Premises and all alterations,
\nadditions and improvements thereto in the same condition as when received,
\nordinary wear and tear and damage by fire, earthquake, act of God, or the
\nelements excepted. All improvements on the Premises at the expiration of the
\nterm or sooner termination of this Lease, shall, without compensation to Lessee,
\nthen become Lessor’s property free and clear of all claims to or against them by
\nLessee or any third person, and Lessee shall defend and indemnify Lessor against
\nall liability and loss arising from such claims or from Lessor’s exercise of the
\nrights conferred by this Section.<\/p>\n
32. Waiver. The waiver by Lessor or Lessee of any term, agreement,
\n ——
\ncondition, or provision herein contained shall not be deemed to be a waiver of
\nany subsequent breach of the same or any other term, agreement, condition, or
\nprovision herein contained, nor shall any custom practice which may grow between
\nthe parties in the administration of the terms hereof be construed to waive or
\nto lessen the right of Lessor or Lessee to insist upon the performance by the
\nother party in strict accordance with said terms. The subsequent acceptance or
\npayment of rental hereunder by Lessor or Lessee, respectively, shall not be
\ndeemed to be a waiver of any preceding breach by Lessee or Lessor of any term,
\nagreement, condition, or provision of this Lease, other than the failure of
\nLessee to pay particular rental so accepted, regardless of Lessor’s or Lessee’s
\nknowledge of such preceding breach at the time of acceptance or payment of such
\nrental.<\/p>\n
33. Notice. All notices, demands or other writings provided in this Lease
\n ——
\nto be given or made or sent, or which may be given or made or sent by either
\nparty to the other, shall be deemed to have been fully given or made or sent
\nwhen made in writing and upon personal delivery or after 72 hours following
\ndeposit in the United States mail, registered or certified, postage prepaid, and
\naddressed as follows: to Lessee at the address specified in the Basic Lease
\nInformation, or to such other place as Lessee may from time to time designate in
\na notice to Lessor; to Lessor at the address specified in the Basic Lease
\nInformation, or to such other place as Lessor may from time to time designate in
\na notice to Lessee. Lessee hereby appoints as its agent to receive the service
\nof all dispossessory or distraint proceedings and notices thereunder the person
\nin charge of or occupying the Premises at the time, and, if no person shall be
\nin charge of or occupying the same, then such service may be made by attaching
\nthe same on the main entrance of the Premises.<\/p>\n
34. Complete Agreement. Except as set forth in a separate letter between
\n ——————
\nLessor and Lessee of even date herewith, there are no oral or written agreements
\nbetween Lessor and Lessee affecting this Lease, and this Lease supersedes and
\ncancels any and all previous negotiations, arrangements, brochures, agreements,
\nand understandings, oral or written, if any, between Lessor<\/p>\n
17<\/p>\n
and Lessee or displayed by Lessor to Lessee with respect to the subject matter
\nof this Lease. There are no representations between Lessor and Lessee other than
\nthose contained in this Lease, and all reliance with respect to any
\nrepresentations is solely upon such representations.<\/p>\n
35. Corporate Authority. If Lessee signs as a corporation, each of the
\n ——————-
\npersons executing this Lease on behalf of Lessee does hereby covenant and
\nwarrant that Lessee is a duly authorized and existing corporation, that Lessee
\nhas and is qualified to do business in California, that the corporation has full
\nright and authority to enter into this Lease, and that the persons signing on
\nbehalf of the corporation were authorized to do so.<\/p>\n
36. Miscellaneous Provisions.
\n ———————— <\/p>\n
(i) The words “Lessor” and “Lessee” as used herein shall
\ninclude the plural as well as the singular.<\/p>\n
(ii) If there be more than one Lessee, the obligations
\nhereunder imposed upon Lessee shall be joint and several.<\/p>\n
(iii) Time is of the essence of this Lease and each and all of
\nits provisions.<\/p>\n
(iv) Submission of this instrument for examination or signature
\nby Lessee does not constitute a reservation of or option for lease, and it is
\nnot effective as a lease or otherwise until execution and delivery by both
\nLessor and Lessee.<\/p>\n
(v) The agreements, conditions and provisions herein contained
\nshall, subject to the provisions as to assignment, apply to and bind the heirs,
\nexecutors, administrators, successors and assigns of the parties hereto.<\/p>\n
(vi) If any provision of this Lease shall be determined to be
\nillegal or unenforceable, such determination shall not affect any other
\nprovision of this Lease and all such other provisions shall remain in full force
\nand effect.<\/p>\n
(vii) This Lease shall be governed by and construed pursuant to
\nthe laws of the State of California.<\/p>\n
(viii) All remedies hereinbefore and hereafter conferred upon
\neither party shall be deemed cumulative and no one shall be exclusive of the
\nother, or shall in any way limit the availability to such party of any other
\nremedy conferred by law, whether or not specifically conferred by the provisions
\nof this Lease.<\/p>\n
(ix) All indemnities of Lessee contained in this Lease shall
\nsurvive the expiration or other termination hereof with respect to any act,
\ncondition or event which is the subject matter of such indemnity and which
\noccurs prior to such expiration or other termination.<\/p>\n
(x) Tenant, upon signing of the Lease will prepay first month
\nrent.<\/p>\n
18<\/p>\n
37. Exhibits. The exhibit(s) and addendum, if any, specified in any of
\n ——–
\nthe Sections of this Lease are attached to this Lease and by this reference made
\na part hereof.<\/p>\n
38. Option to Renew. Provided that Lessee is not then in default, Lessee
\n —————
\nshall have the option to renew this Lease for an extended term commencing August
\n ——
\n1, 2002, and ending July 31, 2007. In order to exercise such option to renew,
\n——- ————-
\nLessee shall give written notice of its election to exercise such option on or
\nprior to 180 (one hundred and eighty days) prior to Lease Expiration. If such
\n ———————————
\nnotice is so given, Lessor and Lessee shall be deemed to have entered into an
\nagreement for the extension of the Lease for such extended term without any
\nfurther writing; and in the event that Lessee for any reason does not give such
\nnotice to Lessor by such date, such option to renew shall terminate and lapse
\nfor all purposes. Such option to renew shall be on the same terms and
\nconditions as set forth in the Lease except as follows:<\/p>\n
(a) Lessor shall not be obligated to make any payment in respect of
\ntenant improvements.<\/p>\n
(b) The monthly Base Rent for each year of the extended term shall be
\nas follows: 95% of then Fair Market Value.<\/p>\n
(c) New Base Year.<\/p>\n
39. Lessor Warranty. Lessor warrants that as of the date of execution of
\n —————
\nthis Lease, Lessor has not received from any applicable governmental authority
\nnotice that either the Premises or the Building is in violation of any
\nrequirement concerning health and safety, fire and disaster, access by
\nhandicapped and disabled persons or otherwise is not in compliance with
\napplicable building codes.<\/p>\n
40. Deposit. The Lessee has deposited with the Lessor the sum of sixteen
\n ——- ——-
\nthousand, two hundred thirty five dollars ($16,235.00), as security for the
\n——————————————————
\nfaithful performance by Lessee of all the covenants and conditions of this
\nLease. If Lessee shall default in the performance of any covenant or condition
\nof this Lease, Lessor may apply or retain the whole or any part of such security
\ndeposit for the payment of any rental arrearages, repairs, cleaning, or for any
\nother sums which Lessor may have spent on damages which Lessor may incur by
\nreason of Lessee’s default. If Lessee should default in the performance of the
\nterms and provisions of this Lease and the amount of such security deposit be
\ncredited to Lessor as a result of such default as provided by this paragraph,
\nand if this Lease is not by reason of such default terminated by Lessor, upon
\nwritten demand by Lessor to Lessee, Lessee shall forthwith deliver and pay to
\nLessor an amount sufficient to restore said security deposit to the original
\namount. Should Lessee comply with all the covenants and conditions of this
\nLease, the security deposit, less any sums expended by Lessor that are
\nreasonably necessary to remedy Lessee’s defaults under the terms of this Lease
\nincluding, without limitation, the payment of rent, repairing damages to the
\ndemised premises caused by Lessee, and cleaning the demised premises upon the
\nvacation thereof by Lessee, shall be returned to Lessee within fourteen (14)
\ndays of Lessee’s vacation of the demised premises. Lessee shall not be entitled
\nto any interest on the security deposit and Lessor shall have the right to
\ncommingle said security deposit with other funds of the Lessor. Under no
\ncircumstances may<\/p>\n
19<\/p>\n
the security deposit or any part thereof be used or assigned by Lessee as
\npayment of a part or all of the last month’s rent due hereunder.<\/p>\n
41. Additional Security. Tenant shall post a security interest in Deposit
\n ——————-
\nAccount in favor of T\/W Associates in the amount of Sixty thousand dollars
\n($60,000.00). Such amount shall decrease by ten thousand ($10,000.00) at the
\nend of each lease year, beginning with the end of the first year of the lease.<\/p>\n
IN WITNESS WHEREOF, the parties have executed this Lease on the respective
\ndates indicated below:<\/p>\n
LESSOR: LESSEE:
\nT\/W ASSOCIATES SALON INTERNET, INC.<\/p>\n
By: \/s\/ General Partner By: \/s\/ Authorized Officer
\n ——————– ————————
\n General Partner<\/p>\n
Date: June 25, 1997 Date: June 25, 1997
\n —————— ———————
\n 20<\/p>\n
EXHIBIT A
\n ———<\/p>\n
EXHIBIT B
\n ———<\/p>\n
TENANT IMPROVEMENTS – LESSOR’S WORK<\/p>\n
706 MISSION ST., 2ND FLOOR<\/p>\n
Premises for this Lease Agreement to be delivered to Tenant in “as is”
\ncondition.<\/p>\n
Lessor will not provide any alterations or improvements to the Premises.<\/p>\n
Lessor shall provide a Tenant Improvement contribution (Contribution) of up
\nto a maximum of ONE HUNDRED ELEVEN THOUSAND AND THREE HUNDRED TWENTY FOUR
\nDOLLARS ($111,324.00) towards the refurbishment of the Premises. Such
\nContribution shall be inclusive of all costs, including, but not limited to
\ndemolition, code work within the Premises, lighting, HVAC, permits,
\narchitectural drawings and consultations.<\/p>\n
Lessor shall reimburse Tenant based upon verifiable receipts, in amounts
\nnot to exceed the prepared cost list submitted as required under Exhibit C.<\/p>\n
EXHIBIT C
\n ———<\/p>\n
TENANT IMPROVEMENT – LESSEE’S WORK<\/p>\n
706 MISSION ST., 2ND FLOOR<\/p>\n
Lessee shall inspect the Premises in its “as is” condition.<\/p>\n
Lessee shall engage a licensed Architect to prepare drawings showing the
\nimprovements to be made and shall submit all improvement documents including
\ncost amount for each phase of work to Lessor for Lessor’s approval prior to
\ndoing work.<\/p>\n
All improvements shall be performed in compliance with the San Francisco
\nBuilding Code and Title 24, State of California Administrative Code.<\/p>\n
All work shall be performed by a bonded California licensed contractor
\nengaged by the Lessee.<\/p>\n
Sub-contractors for the following work shall be approved by Lessor prior to
\nwork:<\/p>\n
1. HVAC work
\n 2. Electrical Work
\n 3. Plumbing<\/p>\n
RULES AND REGULATIONS ATTACHED
\n ——————————
\n TO AND MADE A PART OF THIS LEASE
\n ——————————–<\/p>\n
1. In case of invasion, mob, riot, public excitement, or other
\ncircumstances rendering such action advisable in Lessor’s opinion, Lessor
\nreserves the right to prevent access to the building during the continuance of
\nthe same by closing the doors or any other means for the safety of the occupants
\nand protection of the building and property in the building.<\/p>\n
2. The sidewalks, hallways, passages, exits, entrances, elevators, and
\nstairways shall not be obstructed by any of the Lessees or used by them for any
\npurpose other than for ingress to and egress from their respective premises.
\nThe halls, passages, exits, entrances, elevators, stairways and roof are not for
\nthe use of the general public and Lessor shall in all cases retain the right to
\ncontrol and prevent access thereto by all persons whose presence in the judgment
\nof Lessor shall be prejudicial to the safety, character, reputation and
\ninterests of the building and its Lessees, provided that nothing herein
\ncontained shall be construed to prevent such access to persons with whom any
\nLessee normally deals in the ordinary course of such Lessee’s business unless
\nsuch persons are engaged in illegal activities. No Lessee and no employees or
\ninvitees of any Lessee shall go upon the roof of the building.<\/p>\n
3. No sign, placard, picture, name, advertisement or notice, visible from
\nthe exterior of the leased premises shall be inscribed, painted, affixed or
\notherwise displayed by any Lessee on the leased Premises or any part of the
\nbuilding without the prior written consent of Lessor, and Lessor shall have the
\nright to remove any such sign, placard, picture, name, advertisement or notice
\nwithout notice to and at the expense of the Lessee.<\/p>\n
If Lessor shall have given such consent to any Lessee at any time, whether
\nbefore or after the execution of the lease, such consent shall in no way operate
\nas a waiver or release of any of the provisions hereof or of such lease, and
\nshall be deemed to relate only to the particular sign, placard, picture, name,
\nadvertisement or notice so consented to by Lessor and shall not be construed as
\ndispensing with the necessity of obtaining the specific written consent of
\nLessor with respect to any other such sign, placard, picture, name,
\nadvertisement or notice.<\/p>\n
All approved signs or lettering on doors shall be printed, painted, affixed
\nor inscribed at the expense of the Lessee by a person approved of by Lessor.<\/p>\n
4. The bulletin board or directory of the building will be provided
\nexclusively for the display of the name and location of the Lessees only and
\nLessor reserves the right to exclude any other names therefrom.<\/p>\n
5. No curtains, draperies, blinds, shutters, shades, screens or other
\ncoverings, hangings or decorations shall be attached, to, hung or placed in, or
\nused in connection with any window or any leased Premises without the prior
\nwritten consent of Lessor, said above items shall be installed in board of
\nLessor’s standard draperies and shall in no way be visible from the exterior of
\nthe building.<\/p>\n
1<\/p>\n
6. No Lessee shall employ any person or persons other than the janitor of
\nLessor for the purpose of cleaning the Premises unless otherwise agreed to by
\nLessor in writing. Except with the written consent of Lessor no person or
\npersons other than those approved by Lessor shall be permitted to enter the
\nbuilding for the purpose of cleaning the same. No Lessee shall cause any
\nunnecessary labor by reason of such Lessee’s carelessness or indifference in the
\npreservation of good order and cleanliness. Janitor service shall include
\nordinary dusting, cleaning and vacuuming by the janitor assigned to such work
\nand shall not include beating of carpets or rugs or moving of furniture or other
\nspecial services. Window cleaning shall be done only by Lessor, and at such
\nintervals and such hours as Lessor shall deem appropriate.<\/p>\n
7. No Lessee shall obtain for sale or use upon the leased Premises, ice,
\ndrinking water, food, beverage, towel, hot water generator or other similar
\nmachines or services, or accept barbering or bootblacking services in the leased
\nPremises, except from persons authorized by Lessor, which authorization shall
\nnot be unreasonably withheld. Notwithstanding the foregoing, no cooking shall
\nbe done or permitted by any Lessee in the Premises, nor shall the Premises be
\nused for lodging. Lessee at Lessee’s expense may provide lunchroom facilities
\nfor its employees, provided that no cooking is done therein. In no event may a
\nsandwich vending machine be used.<\/p>\n
8. Each Lessee shall see that the doors of its Premises are closed and
\nsecurely locked and must observe strict care and caution that all water faucets
\nor water apparatus are entirely shut off before Lessee or Lessee’s employees
\nleave the Premises, and that all utilities shall likewise be carefully shut off,
\nso as to prevent waste or damage, and for any default or carelessness Lessee
\nshall make good all injuries sustained by other Tenants or occupants of the
\nbuilding or Lessor. On multiple-tenancy floors all Lessees shall keep the door
\nor doors to the building corridors closed at all times except for ingress and
\negress.<\/p>\n
9. No Lessee shall alter any lock or install a new or additional lock or
\nany bolt on any door of the leased Premises without prior written consent of
\nLessor. If Lessor shall give its consent, the Lessee at its expense shall in
\neach case furnish Lessor with a key for any and all such locks installed or
\naltered by Lessee. Lessor at its expense shall furnish to Lessee 2 sets of keys
\nfor each lock as may be necessary for access to the Premises; Lessor shall
\nfurnish additional sets upon Lessee’s request at Lessee’s expense.<\/p>\n
10. Each Lessee upon the termination of the tenancy, shall deliver to
\nLessor all the keys of or to the building, offices, rooms and toilet rooms which
\nshall have had made, and in the event of the loss of any keys so furnished by
\nLessor, shall pay Lessor therefor.<\/p>\n
11. The toilet rooms, toilets, urinals, washbowls and other apparatus
\nshall not be used for any purpose other than that for which they were
\nconstructed and no foreign substance of any kind whatsoever shall be thrown
\ntherein, and the expense of any breakage, stoppage or damage resulting from the
\nviolation of this rule shall be borne by the Lessee who, or whose employees or
\ninvitees shall have caused it.<\/p>\n
12. No Lessee shall use or keep in the Premises or the building any
\nkerosene, gasoline or combustible fluid or material, or use any method of
\nheating or air-conditioning other than that supplied by Lessor.<\/p>\n
2<\/p>\n
No Lessee shall use, keep or permit to be used or kept any foul or noxious
\ngas or substance in the Premises, or permit or suffer the Premises to be
\noccupied or used in a manner offensive or objectionable to Lessor or other
\noccupants of the building by reason of noise, odors and\/or vibrations, or
\ninterference in any way with other Lessees or those having business therein, nor
\nshall any animals or birds be brought in or kept about the Premises or the
\nbuilding.<\/p>\n
13. Except with the prior written consent of Lessor, no Lessee shall sell,
\nor permit the sale of newspapers, magazines, periodicals, theatre tickets or any
\nother goods or merchandise in or on the Premises, nor shall any Lessee carry on,
\nor permit to allow any employee or other person to carry on, the business of
\nstenography, typewriting or any similar business in or from the Premises for the
\nservice or accommodation of occupants of any other portion of the building, nor
\nshall the Premises of any Lessee be used for the storage of merchandise (except
\nsupplies and uniforms used by Lessee in the ordinary course of its business) or
\nmanufacturing of any kind, or the business of a public barber shop, beauty
\nparlor, or any business or activity other than that specifically provided for in
\nsuch Lessee’s lease.<\/p>\n
14. Lessor will direct electricians as where and how telephone, telegraph
\nand electrical wires are to be introduced or installed. No boring or cutting for
\nwires will be allowed without the written consent of Lessor. The location of
\ntelephones, call boxes and other office equipment affixed to the Premises shall
\nbe subject to the written approval of Lessor, which approval will not
\nunreasonably be withheld.<\/p>\n
15. No Lessee shall install any radio or television antenna, loudspeaker
\nor any other devices on the roof or exterior walls of the building.<\/p>\n
16. No Lessee shall lay linoleum, tile, carpet, or any other floor
\ncovering so that the same shall be affixed to the floor of the Premises in any
\nmanner except as approved in writing by Lessor. The expense of repairing any
\ndamage resulting from a violation of this rule or removal of any floor covering
\nshall be borne by the Lessee by whom, or by whose contractors, employees or
\ninvitees, the damage shall have been caused.<\/p>\n
17. No furniture, freight, equipment, packages or merchandise permitted
\nhereby will be received in the building or carried up or down the elevators,
\nexcept between such hours and in such elevators as shall be designated by
\nLessor, and such designation shall not be unreasonably withheld.<\/p>\n
Lessor shall have the right to prescribe the weight, size and position of
\nall safes and other heavy equipment brought into the building. Safes or other
\nheavy objects shall, if considered necessary by Lessor, stand on wood strips of
\nsuch thickness as is necessary to properly distribute the weight. Lessor will
\nnot be responsible for loss of or damage to any such safe or property from any
\ncause and all damage done to the building by moving or maintaining any such safe
\nor other property shall be repaired at the expense of the Lessee.<\/p>\n
18. No Lessee shall mark, drive nails, hang pictures and other works of
\nart, screw or drill into the partitions, woodwork or plaster or in any way
\ndeface the Premises or any part<\/p>\n
3<\/p>\n
thereof without the consent of the Lessor, which consent will not be
\nunreasonably withheld, and no Lessee shall overload the floor of the Premises.<\/p>\n
19. There shall not be used in any space, or in the public halls of the
\nbuilding, either by any Lessee or others, any hand trucks except those equipped
\nwith rubber tires and side guards. No other vehicles of any kind shall be
\nbrought by any Lessee into or kept in or about any leased Premises.<\/p>\n
20. Each Lessee shall store all its trash and garbage within the interior
\nof the leased Premises. No material shall be placed in or on the trash boxes or
\nwaste receptacles if such material is of such nature that it may not be disposed
\nof in the ordinary and customary manner of removing and disposing of trash and
\ngarbage in the City of San Francisco without being in violation of any law or
\nordinance governing such disposal. All garbage and refuse disposal shall be made
\nonly through entryways and elevators provided for such purposes and at such
\ntimes as Lessor shall designate, which designation shall not be unreasonably
\nwithheld.<\/p>\n
21. Enter and exit the building by passenger elevators and stairway
\nthrough the front lobby only. Freight elevator for freight and deliveries only;
\nnot to be used for passenger(s).<\/p>\n
22. No parking for automobile, motorcycles, bicycles, or any other type of
\nvehicles used for transportation in the building or building grounds.<\/p>\n
23. Canvassing, soliciting, and peddling in the building are prohibited
\nand each Lessee shall cooperate to prevent the same.<\/p>\n
24. Lessor shall have the right, exercisable without notice and without
\nliability to any Lessee, to change the name and address of the building.<\/p>\n
25. The requirements of the Lessees will be attended to only upon
\napplication at the office of the building. Employees of Lessor shall not perform
\nany work or do anything outside of their regular duties unless under special
\ninstructions from Lessor, and no employee will admit any person (Lessee or
\notherwise) to any office without specific instructions from Lessor.<\/p>\n
26. Lessor may waive any one or more of these Rules and Regulations for
\nthe benefit of any particular Lessee or Lessees, but no such waiver by Lessor
\nshall be construed as a waiver of such Rules and Regulations in favor of any
\nother Lessee or Lessees, nor prevent Lessor from thereafter enforcing any such
\nRules and Regulations against any or all of the Lessees in the building.<\/p>\n
27. Lessor reserves the right to exclude or expel from the building any
\nperson who, in the judgment of Lessor, is intoxicated or under the influence of
\nliquor or drugs, or who shall in any manner do any act in violation of any of
\nthe rules and regulations of the building.<\/p>\n
28. These Rules and Regulations are in addition to, and shall not be
\nconstrued to in any way modify, alter or amend, in whole or in part, the terms,
\ncovenants and conditions of the lease.<\/p>\n
4<\/p>\n
HAZARDOUS MATERIALS
\n ——————-
\n ATTACHED TO AND MADE PART OF THIS LEASE
\n —————————————<\/p>\n
1. Use of Hazardous Materials Prohibited. Tenant will not use, generate,
\n ————————————–
\nmanufacture, produce, store, release, discharge, or dispose of, on, under or
\nabout the Premises or the Building or transport to or from the Premises or the
\nBuilding any Hazardous Materials (as defined below) or allow its employees,
\nagents, contractors, invitees or any other person or entity to do so, and Tenant
\nshall keep and maintain the Premises and the Building in compliance with, and
\nshall not cause or permit the Premises or the Building to be in violation of any
\nEnvironmental Laws (as defined below).<\/p>\n
2. Indemnification. Tenant shall protect, defend, indemnify and hold
\n —————
\nharmless Landlord from and against any and all losses, damages, costs, expenses
\nor liability (including attorneys’ fees and costs) directly or indirectly
\narising out of or attributable to any Hazardous Materials released by Tenant or
\nits employees, agents or invitees on, under or about premises or building on,
\nunder or about the Premises or the Building. This indemnity shall survive the
\nexpiration or termination of this Lease. Landlord shall have the right to join
\nand participate in, as a party if it so elects, any legal proceedings or actions
\naffecting the premises or the Building initiated in connection with any
\nviolation by Tenant or its employees or agents of any Environmental Law and
\nshall have its attorneys’ fees in connection therewith paid by Tenant.<\/p>\n
3. Definition of Hazardous Materials. As used herein, the term
\n ———————————
\n“Hazardous Materials” means any hazardous or toxic substance, material or waste
\nwhich is or becomes regulated by any local governmental authority, the State of
\nCalifornia or the United States Government, or is or becomes classified as
\nhazardous or toxic under federal, state, or local laws or regulations.
\n“Hazardous Materials” shall also include without limitation, petroleum,
\nasbestos, polychlorinated biphenyls, flammable explosives or radioactive
\nmaterials.<\/p>\n
4. Definition of Environmental Laws. “Environmental Laws” shall mean any
\n ——————————–
\nfederal, state or local law, statute, ordinance, or regulation pertaining to
\nhealth, industrial hygiene, or the environmental conditions on, under or about
\nthe premises, or the Building, including, without limitation, the Comprehensive
\nEnvironmental Response, Compensation, and Liability Act of 1980 (“CERCLA”) as
\namended, 42 U.S.C. Section 9601 et seq., and the Resource Conservation and
\n ——-
\nRecovery Act of 1976 (“RCRA”), 42 U.S.C. Sections 6901 et seq.
\n —— <\/p>\n
FIRST AMENDMENT TO
\n 706 MISSION STREET
\n OFFICE LEASE<\/p>\n
THIS FIRST AMENDMENT TO 706 MISSION STREET OFFICE LEASE, made as of August
\n1, 1997, by and between T\/W ASSOCIATES (“Landlord”) and SALON INTERNET, INC., a
\nCalifornia Corporation (“Tenant”),<\/p>\n
WITNESSETH:<\/p>\n
Whereas Landlord and Tenant are parties to that certain 706 Mission Street
\n ——-
\nOffice Lease dated as of June 25, 1997 (said lease is herein called the “Lease”)
\nof certain premises more particularly described therein located at 706 Mission
\nStreet, San Francisco, California; and<\/p>\n
Whereas Landlord and Tenant desire to further amend the Lease as herein
\n ——-
\nprovided:<\/p>\n
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
\nLandlord and Tenant agree as follows:<\/p>\n
1. Paragraph 41, Additional Security of the Lease is hereby amended by
\nadding the following language to the end of the paragraph:<\/p>\n
Tenant may, with Landlord’s approval, provide a Letter of Credit in lieu of
\n the above mentioned Security Interest in Deposit Account. However, if for
\n any reason such Letter of Credit is not extended through to July 31, 2002
\n and if Tenant does not provided an acceptable alternative Security Interest
\n in Deposit account in lieu of the Letter of Credit then fifteen (15) days
\n prior to the date the Letter of Credit or any extension thereof terminates,
\n Tenant will be deemed in default of the Lease and Landlord may exercise its
\n right to collect its funds under the Letter of Credit.<\/p>\n
2. Capitalized terms used herein, unless otherwise defined, shall have
\nthe meanings given them in the Lease.<\/p>\n
3. Except as amended hereby, the Lease remains unamended, and as amended
\nhereby the Lease remains in full force and effect.<\/p>\n
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
\n ——————
\nday and year first hereinabove set forth.<\/p>\n
T\/W ASSOCIATES SALON INTERNET, INC.<\/p>\n
By \/s\/ Authorized Officer By \/s\/ Authorized Officer
\n ———————- ———————–<\/p>\n
Its Authorized Officer Its: Authorized Officer
\n ——————— ———————<\/p>\n
Date August 1, 1997 Date August 1, 1997
\n ——————– ———————<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8749],"corporate_contracts_industries":[9468],"corporate_contracts_types":[9583,9579],"class_list":["post-41751","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-salon-media-group-inc","corporate_contracts_industries-media__other","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\/41751","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=41751"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41751"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41751"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41751"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}