{"id":41763,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1001-west-cutting-boulevard-richmond-ca-industrial-gross-lease.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1001-west-cutting-boulevard-richmond-ca-industrial-gross-lease","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/1001-west-cutting-boulevard-richmond-ca-industrial-gross-lease.html","title":{"rendered":"1001 West Cutting Boulevard (Richmond, CA) Industrial Gross Lease &#8211; Point Richmond R&#038;D Associates"},"content":{"rendered":"<pre>              POINT RICHMOND R&amp;D ASSOCIATES INDUSTRIAL GROSS LEASE\n\n\n\nThis Lease is made and entered into as of April 1, 1996, between Point Richmond\nR&amp;D Associates, a California General Partnership ('Landlord') and PIXAR, a\nCalifornia Corporation ('Tenant').\n\n         1. DEFINITIONS. Words not defined in this paragraph or elsewhere in\nthis Lease have their customary meanings. 1) The 'Initial Term' is three years;\n2) 'Commencement Date' is May 1, 1996, the first day of the Initial Term; 3)\n'Base Monthly Rent' means, subject to adjustment, $40,081.45 per month ($1.55\nper square foot, Industrial Gross), payable in advance, without deduction,\noffset, prior notice or demand, on the first day of each Month of the Term; 4)\n'Premises' means the part of the Building leased to Tenant for exclusive use,\nconsisting of approximately 25,859 square feet, commonly known as 1001 West\nCutting Boulevard, Richmond, California 94801, as delineated on Exhibit A); 5)\n'Building' means the structure in which the Premises are located; 6) 'Property'\nincludes the Building and land on which it stands; 7) 'Agents' includes\nemployees, agents, guests, invitees and, when applied to Tenant, subtenants and\nassignees; 8) 'Day' and 'Month' mean calendar day\/month; 9) 'Lease Year' means\nconsecutive 12-month periods starting on the Commencement Date; 10) 'Common\nArea' means parts of the Building not for exclusive use by tenants including\nhalls, lobby, elevators, rest rooms, roof, exterior walls and structural\ncomponents; 11) 'Tax' means any form of assessment, license, fee, rent, tax,\nlevy, penalty or tax imposed by any authority having direct or indirect taxing\npowers (including Improvement Districts) against Landlord's interest in the\nProperty or personal property used in the operation of the Property and\/or\nLandlord's business of renting the Property; 12) 'Alteration' includes\nadditions, deletions, modifications and changes including utility installations\nsuch as ducting, power panels, fluorescent fixtures, base heaters, conduit and\nwiring; 13) 'Operating Expenses' are all expenses for maintenance, servicing,\nmanagement and repair of the Property and the Premises inclusive of Taxes and\ninsurance premiums; 14) 'Base Year' is the calendar year in which Tenant\nexecutes this Lease; 15) Tenant's 'Pro Rata Share' is the total cost of an item\nmultiplied by 35.61% [Landlord may, however, adjust Tenant's Pro Rata Share of\nspecific Operating Expenses if Landlord reasonably determines that Tenant's\nusage warrants such adjustment]; 16) The 'floor area of the Premises' is\nmeasured from the exterior surface of exterior walls and from the center of\nwalls separating the Premises from adjacent premises or common areas; 17) The\n'floor area of the Building' is measured from the exterior surface of exterior\nwalls including common and core areas; 18) 'consent' and 'approval' require\nreasonable conduct by the consenting\/approving party; 19) 'Regulation' includes\nall laws, statutes, regulations and requirements adopted by duly constituted\npublic authorities now in force or hereafter adopted; 20) 'Condemnation'\nincludes taking by exercise of governmental power or the sale or transfer to any\ncondemnor under threat of or during the pendency of proceedings for\ncondemnation.\n\n         2. PREMISES. Landlord hereby leases to Tenant and Tenant shall have\nexclusive use of the Premises for the Initial Term.\n\n         3. DELAY IN POSSESSION. If Landlord cannot deliver possession of the\nPremises to Tenant on the Commencement Date, such failure shall not affect the\nvalidity of this Lease, extend its Term, or render Landlord liable for any\nresulting damage, but Tenant shall not be obligated to pay rent until Landlord\ntenders possession. If Landlord cannot deliver possession within 150 Days of the\nCommencement Date, Tenant may terminate this Lease on written notice to\nLandlord. In such event, Tenant shall have no further recourse against Landlord\nrespecting the Lease.\n\n                  3.1. OPTION TO EXTEND TERM. Tenant will have (1) option to\nrenew lease, with expiration of extension to be co-terminus with base lease.\nTenant shall notify Landlord 180 days prior to end of lease with intention to\npursue option.\n\n         4. RENT. Tenant shall pay all rent due Landlord in United States\ndollars at the address set forth below or such other place as Landlord\ndesignates in writing. If Alterations increase the floor area of the Premises,\nBase Monthly Rent will increase proportionately. If the obligation to pay rent\ncommences other than on the first day of a Month, the first payment shall\nalso include rent from the date the obligation commences to the first day of\nthe following month calculated per diem.\n\n                  4.1. BASE MONTHLY RENT ADJUSTMENT. The Base Monthly Rent shall\nbe fixed at $40,081.45 for the entire Initial Term.\n\n                  4.2. ADDITIONAL RENT. Tenant shall pay to Landlord with Base\nMonthly Rent as additional rent Tenant's Pro Rata Share of Operating Expenses.\nSuch payments shall be made in the amounts set forth in this Lease as reasonably\nadjusted by Landlord from time to time. Tenant shall also pay Landlord, as\nadditional rent, forthwith on demand, Tenant's Pro Rata Share of the amount by\nwhich Taxes and insurance premiums paid by Landlord with respect to the Property\nfor any calendar year during the Term exceed the amounts paid for such items\nduring the Base Year.\n\n                  4.3. SECURITY DEPOSIT\/CLEANING CHARGE. Concurrent with its\nexecution of this Lease, Tenant shall give Landlord as a security deposit the\nsum of $40,081.45 (the 'Deposit') and a cleaning charge in the amount of $ N\/A\n('Cleaning Charge'). Landlord shall hold the Deposit as security for Tenant's\nfaithful performance of all its obligations under this Lease and may, at its\noption, apply the Deposit to remedy defaults in the payment of any charge\nhereunder, to repair damages to the Property caused by Tenant, or to clean the\nPremises at the end of this Lease. If any portion of the Deposit is so applied,\nTenant shall, within 10 Days after written demand therefor, deliver to Landlord\nfunds sufficient to restore the Deposit to its original amount. Landlord shall\nnot be required to keep the Deposit separate from its general funds. Tenant\nshall earn no interest on the Deposit. If Tenant fully performs under this\nLease, Landlord shall return any unused portion of the Deposit to the last\nholder of Tenant's interest in this Lease upon Tenant's surrender of the\nPremises. On any transfer of Landlord's interest in the Lease, the Deposit will\nbe transferred to Landlord's successor, and Landlord released from liability for\nthe Deposit. The Cleaning Charge is not refundable and Landlord has no\nobligation to account for it.\n\n                  4.4. LATE CHARGES. Late payment of any sums due hereunder will\ncause Landlord to incur costs not contemplated by this Lease, including, without\nlimit, accounting charges and late charges which may be imposed on Landlord by\nthe terms of loans secured by the Property. If Tenant fails to deliver to\nLandlord any monies due hereunder within 10 Days of the due date, Tenant shall\npay to Landlord a late charge of 10% of the overdue amount which is agreed to be\na reasonable estimate of the costs Landlord will incur by reason of the late\npayment, the exact amount of which will be difficult to determine. Acceptance of\na late charge shall not constitute a waiver of the default or preclude\nLandlord's exercise of other rights and remedies.\n\n         5. TAXES. Landlord shall pay all Taxes assessed against Landlord's\ninterest in the Property and personal property used in its operation. Tenant\nshall pay all Taxes assessed on Tenant's fixtures, improvements, furnishings,\nmerchandise, equipment and personal property in and on the Premises. If Tenant\nfails to timely pay Taxes, Landlord may (but is not obligated to) pay the same\nat any time thereafter. On demand, Tenant shall repay Landlord amounts so paid\nwith interest at the highest rate allowable by law.\n\n         6. INSURANCE.\n\n                  6.1. LANDLORD'S INSURANCE. Landlord shall insure the Property\nfor up to 100% of its replacement value against loss or damage by those risks\nnormally included by the insurance industry in the term 'All Risk'; any recovery\nfrom such insurance shall belong to Landlord. Landlord shall maintain\ncomprehensive general liability insurance insuring Landlord (and others named by\nLandlord, but not Tenant) against liability for bodily injury, death and\nproperty damage on or about the Property, with combined single limit coverage of\nat least $2 million.\n\n                  6.2. TENANT'S INSURANCE. Tenant, at its sole expense, shall\nmaintain: a) All Risk coverage insurance on all fixtures, improvements,\nfurnishings, merchandise, equipment and personal property in the Premises; and\nb) for the benefit of Tenant, commercial general liability and property damage\ninsurance against claims for bodily injury, death or property damage occurring\nin or about, and\/or arising from Tenant's use of, the Premises, with combined\nsingle limit coverage of at least $2,000,000 (such insurance shall include,\nwithout limit, products liability, coverage for liability arising from\nconsumption of any food or beverages sold from the premises (including coverage\nfor liability from consumption or sale of alcoholic beverages). Such insurance\ncoverage shall not limit Tenant's liability. Tenant shall furnish to Landlord\nprior to the Commencement Date, and at least 30 Days prior to the expiration\ndate of any policy, certificates indicating that the insurance required of\nTenant is in full force and effect, that Landlord has been named as an\nadditional insured on the liability policy, and that no such policy will be\ncanceled unless 30 Days' prior written notice has been given to Landlord. Each\nliability policy shall include a broad form liability endorsement and provide\nthat Landlord as an additional insured may recover for any loss it suffers by\nreason of acts\/omissions of Tenant and its Agents. Except as Landlord may\n\n\n                                        2\n\napprove in writing before issuance of such policy, all policies which Tenant\nshall obtain hereunder shall be issued by companies with 'AAA' rating by either\nMoody's Rating Service or Standard &amp; Poor's Rating Service and general policy\nrating of at least A in Best Insurance Guide's then most current issue. Policies\nobtained by Tenant pursuant to this Lease shall be subject to Landlord's\napproval.\n\n                  6.3. WAIVER OF SUBROGATION. Notwithstanding anything to the\ncontrary herein, the parties hereby release each other and their respective\nofficers, agents, employees and servants, from all claims for damages, loss,\nexpense or injury to the Premises, and\/or to the furnishings and fixtures and\nequipment or inventory or other property of either Landlord or Tenant in, about\nor upon the Premises, which is caused by or results from perils, events or\nhappenings which are covered by insurance in force at the time of any such loss\nor by insurance required to be carried hereunder; provided, however, that such\nwaiver shall be effective only to the extent permitted by the said insurance and\nto the extent such insurance coverage is not prejudiced thereby. Each party\nshall cause each insurance policy obtained by it to provide that the insurance\ncompany waives all right of recovery by way of subrogation in connection with\nany damage covered by such policy.\n\n                  6.4. LANDLORD INDEMNIFICATION. Tenant will indemnify and save\nLandlord harmless from and against any and all claims, actions, damages,\nliability and expense relating to loss of life, personal injury and\/or property\ndamage arising from or out of any occurrence in, upon or at the Premises, or the\noccupancy or Tenant's use of the Property, occasioned wholly or in part by any\nacts or omissions of Tenant and its Agents. If Landlord becomes a party to such\nlitigation commenced by or against Tenant, Tenant shall defend and hold Landlord\nharmless from all claims, liabilities, costs and expenses, and shall pay all\ncosts, expenses and reasonable legal fees incurred by Landlord in connection\nwith such litigation. If Tenant is made a party to litigation commenced by or\nagainst Landlord solely as a result of Landlord's acts or omissions, Landlord\nshall defend Tenant and indemnify Tenant against the costs of such litigation.\nAs used herein, 'litigation' includes arbitration. The provisions of this\nparagraph shall be deemed to apply only to those circumstances where there is a\nportion of a loss or claim not covered by existing insurance and then only to\nthe extent that such loss or claim is not covered by insurance. This paragraph\nshall not preclude application of comparative negligence if the parties or their\nagents are both at fault.\n\n                  6.5. TENANT INDEMNIFICATION. Landlord will indemnify and save\nTenant harmless from and against any and all claims, actions, damages, liability\nand expense relating to loss of life, personal injury and\/or property damage\narising from or out of any occurrence in, upon or at the Premises, or the\noccupancy or Landlord's use of the Property, occasioned wholly or in part by any\nacts or omissions of Landlord and its Agents. If Tenant becomes a party to such\nlitigation commenced by or against Landlord, Landlord shall defend and hold\nTenant harmless from all claims, liabilities, costs and expenses, and shall pay\nall costs, expenses and reasonable legal fees incurred by Tenant in connection\nwith such litigation. If Landlord is made a party to litigation commenced by or\nagainst Tenant solely as a result of Tenant's acts or omissions, Tenant shall\ndefend Landlord and indemnify Landlord against the costs of such litigation. As\nused herein, 'litigation' includes arbitration. The provisions of this paragraph\nshall be deemed to apply only to those circumstances where there is a portion of\na loss or claim not covered by existing insurance and then only to the extent\nthat such loss or claim is not covered by insurance. This paragraph shall not\npreclude application of comparative negligence if the parties or their agents\nare both at fault.\n\n                  6.6. WORKER'S INSURANCE. Tenant shall keep in force for the\nTerm and pay for worker's compensation and other insurance to comply with all\napplicable Regulations.\n\n           7.     MAINTENANCE.\n\n                  7.1. PREMISES. During the Term, Landlord shall maintain the\nPremises (including all interior walls, doors, doorways, lighting fixtures,\nplumbing fixtures, and all windows) in good order, condition and repair. Tenant\nwaives the provisions of any law permitting Tenant to make repairs at Landlord's\nexpense, including, without limitation, California Civil Code Sections 1941-\n1946. Tenant will supply its own janitorial services to the Premises.\n\n                  7.2. COMMON AREAS. Landlord shall maintain the Common Area in\nreasonably good order and condition; however, damage caused by the\nacts\/omissions of Tenant and its Agents shall be repaired at Tenant's expense.\nLandlord shall maintain all improvements and appurtenances upon the Property in\ngood order and repair. Tenant shall notify Landlord in writing of required\nrepairs to the Property; Landlord shall make necessary\n\n\n                                        3\n\nrepairs in a reasonable time. Maintenance and repairs shall be completed in a\ngood and workmanlike manner using such methods as Landlord deems appropriate in\nits sole discretion. Landlord shall make commercially reasonable efforts to\nperform maintenance and repairs with minimum interference with Tenant's business\noperations.\n\n                  7.3. ALTERATIONS. Tenant shall make no Alteration to the\nProperty without Landlord's prior written consent. Landlord may impose such\nconditions upon approval of an Alteration as Landlord may deem appropriate.\nEvery Alteration shall be done under supervision of a licensed contractor and in\naccordance with plans and specifications furnished to and approved by Landlord\nprior to commencement of work. If an Alteration increases the floor area of the\nPremises, the Base Monthly Rent and Tenant's Pro Rata Share shall be increased\nin proportion to the resulting increase in the floor area of the Premises.\nTenant shall give Landlord 7 Days' advance written notice prior to starting\nconstruction of each Alteration. Each Alteration shall remain in place and\nbecome the property of Landlord, unless, at the time of consent, Landlord\nrequired removal of the Alteration on Termination, in which case, Tenant shall\nremove such Alteration(s) and restore the Premises to their pre-Alteration\ncondition at Termination.\n\n                  7.4. SYSTEMS. The heating\/air-conditioning ('HVAC'), plumbing\nand electrical systems (collectively 'Systems') shall not be used for any\npurpose other than that for which they were constructed. Tenant shall pay for\nrepairs resulting from the willful misconduct of Tenant and its Agents.\n\n                  7.5. LIENS. Tenant shall keep the Property free from liens\narising out of work performed, materials furnished or obligations incurred by\nTenant. Tenant shall indemnify Landlord from all costs, liens and encumbrances\nfrom work performed or materials furnished by or at Tenant's direction. If\nTenant fails to obtain removal of such lien within 20 Days following its\nimposition, Landlord shall have the right, but not the obligation, to obtain\nsuch release by such means as it may deem proper, including payment of the claim\ngiving rise to such lien. On demand, Tenant shall reimburse Landlord for all\nsuch sums paid and expenses incurred by Landlord in connection therewith\n(including attorneys' fees and costs) together with interest at the highest rate\nallowable by law from the date Landlord makes such payment until the date of\nreimbursement.\n\n         8. MANAGEMENT. The Wareham Property Group, Inc., an affiliate of\nLandlord, or another affiliated or unaffiliated third party, will manage the\nProperty for a fee.\n\n         9. UTILITIES AND SERVICES.\n\n                  9.1. PREMISES. Landlord will make available to the Premises\nHVAC and utilities for heating and lighting use at all times. Tenant will pay\nall utility costs directly. If utility services cannot be put directly into\nTenant's name, then Tenant shall pay to Landlord as additional rent the\nestimated cost of supplying these utilities to the Premises, as reasonably\ndetermined by Landlord.\n\n\n                  9.2. COMMON AREAS. Landlord shall arrange for Common Area\nutilities, landscaping, janitorial and, if Landlord deems it appropriate,\nsecurity services. Tenant will pay its pro rata share above Base Year costs.\n\n                  9.3. LIMITATION OF LIABILITY. Landlord shall not be in default\nunder the provisions of this Lease or be liable for any damages directly or\nindirectly resulting from the following conditions: (1) the interruption of use\nof any equipment in connection with the furnishing of any of the services\ndescribed in paragraphs 9.1 and 9.2 of this lease; (2) failure to furnish or\ndelay in furnishing any services referred to in paragraphs 9.1 and 9.2 of this\nlease where failure or delay is caused by accident or any condition or event\nbeyond Landlord's reasonable control; (3) the limitation, curtailment or\nrationing of, or restrictions on, use of water, electricity, gas or any other\nform of energy serving the premises. Landlord shall not be liable under any\ncircumstances for a loss of or injury to property or business, however\noccurring, through or in connection with or incidental to failure to furnish any\nsuch services. Notwithstanding the foregoing provisions of this paragraph, in\nthe event that utility service to the premises is unavailable for a period\nexceeding 15 consecutive days, then from and after the 16th consecutive day\nwithout utility service and until utility service is restarted, Tenant shall be\nentitled to an abatement of rent unless the disruption of the utility service\nresults in whole, or in part, from the acts and\/or omissions of Tenant\n(inclusive of Tenant's agents, servants, employees, guests, invitees, operatives\nand\/or contractors) in which case there shall be no abatement of rent.\n\n\n                                        4\n\n         10. USE OF PREMISES. This Lease is subject to all Regulations governing\nuse of the Property. Tenant has not entered into this Lease relying on any\nrepresentation by Landlord or its Agents as to suitability of the Premises for\nthe conduct of Tenant's business. Tenant has made its own analysis of\nsuitability of the Premises for its intended use. Tenant shall: 1) use the\nPremises for only general office and animation studios purposes and legal,\nrelated uses; 2) pay Landlord the full amount of any increased insurance premium\nresulting from Tenant's use of the Premises; 3) at its sole expense, promptly\ncomply with all Regulations and the requirements of any board of fire\nunderwriters or other similar body now or hereafter constituted relating to or\naffecting Tenant's particular use of the Premises. Tenant shall not: 1) sell or\npermit to be kept, used or sold in or about the Premises any articles\nprohibited by a standard form policy of fire insurance; 2) do or permit anything\nto be done in or about the Property which will obstruct or interfere with rights\nof other occupants of the Property or injure or annoy them; 3) maintain or\npermit any nuisance in or about the Property; 4) commit or suffer to be\ncommitted any waste in or upon the Property; 5) conduct or allow any auction or\nsimilar sale upon the Property; 6) do or permit anything to be done in or about\nthe Property which will violate any Regulation [the judgment of any court of\ncompetent jurisdiction or Tenant's admission in any action (whether or not\nLandlord is a party) that Tenant has violated a Regulation shall be conclusive\nof that fact between Landlord and Tenant]; 7) place a sign upon the Property; 8)\ndo or permit anything to be done which will increase existing insurance premiums\nfor the Property or cause cancellation of any policy covering any of the\nProperty.\n\n         11. DEFAULTS AND REMEDIES.\n\n                  11.1. DEFAULT OF TENANT. The occurrence of any one or more of\nthe following events shall constitute a default and breach of this Lease by\nTenant: (a) Tenant's failure to pay any rent or charges required to be paid by\nTenant under this Lease within 5 days of Landlord's delivery of written notice\nto Tenant that said amounts are past due; (b) Tenant's abandonment or vacation\nof the demised premises; (c) Tenant's failure to promptly and fully perform any\nother covenant, condition or agreement contained in this Lease where such\nfailure continues for 30 days after written notice from Landlord to Tenant of\nsuch default; (d) the levy of a writ of attachment or execution on this Lease or\non any of the property of Tenant located in the premises; (e) the making by\nTenant of a general assignment for the benefit of its creditors or of an\narrangement, composition, extension or adjustment with its creditors; (f) the\nfiling by or against Tenant of a petition for relief or other proceeding under\nfederal bankruptcy laws or state or other insolvency laws, which petition in not\nremoved or which action is not dismissed within 90 days of its filing, or the\nassumption by any court or administrative agency, or by a receiver, trustee or\ncustodian appointed by either, of jurisdiction, custody or control of the\npremises or of Tenant or any substantial part of its assets or property; or (g)\nif the interest of Tenant under this Lease is held by a partnership or by more\nthan one person or entity, the occurrence of any act or event described in parts\n(e) or (f) above in respect of any partner of the partnership. Except as\notherwise specified by this paragraph, in the event a nonmonetary default occurs\nwhich cannot reasonably be cured within the time period specified above and\nTenant commences corrective action within said time period, Tenant shall not be\nsubject to penalty under this Lease so long as Tenant prosecutes such corrective\naction diligently and continuously to completion.\n\n                  11.2. REMEDIES OF LANDLORD. In the event of Tenant's default\nhereunder, then in addition to any other rights or remedies Landlord may have\nunder this Lease or under law, Landlord may elect either of the remedies set\nforth in Paragraphs 11.2.1 and 11.2.2 Notwithstanding any other provision of\nthis Lease, the Lessor has the remedy described in California Civil Code Section\n1951.4 (Lessor (Landlord) may continue lease in effect after Lessee's (Tenant's)\nbreach and abandonment and recover rent as it becomes due, if Lessee (Tenant)\nhas the right to sublet or assign, subject only to reasonable limitations).\n\n         11.2.1. To immediately terminate this Lease and Tenant's right to\npossession of the premises by giving written notice to Tenant and to recover\nfrom Tenant an award of damages equal to the sum of (i) the worth at the time of\naward of the unpaid rental which had been earned at the time of termination,\n(ii) the worth at the time of award of the amount by which the unpaid rental\nwhich would have been earned after termination until the time of award exceeds\nthe amount of such rental loss that Tenant affirmatively proves could have been\nreasonably avoided, (iii) the worth at the time of award of the amount by which\nthe unpaid rental for the balance of the term after the time of award exceeds\nthe amount of\n\n                                        5\n\nsuch rental loss that Tenant affirmatively proves could be reasonable avoided,\n(iv) any other amount necessary to compensate Landlord for all the detriment\neither proximately caused by Tenant's failure to perform Tenant's obligations\nunder this Lease or which in the ordinary course of things would be likely to\nresult therefrom, and (v) all such other amounts in addition to or in lieu of\nthe foregoing as may be permitted from time to time under applicable law; or\n\n         11.2.2. To have this Lease continue to effect for so long as Landlord\ndoes not terminate this Lease and Tenant's right to possession of the premises,\nin which event Landlord shall have the right to enforce all of the rights and\nremedies provided by this Lease and by law, including the right to recover the\nrental and other charges payable by Tenant under this Lease as they become due.\n\n         For purposes of this paragraph 11, the worth at the time of award of\nthe amounts referred to in parts 11.2.1(i) and 11.2.2(ii) shall be computed by\nallowing interest at the highest rate allowable by law, and the worth at time of\naward of the amount referred to in part 11.2.2(iii) shall be computed by\ndiscounting such amount at the rate specified in California Civil Code Section\n1951.2(b) or any successor statute. In such computations, the rent due hereunder\nshall include monthly rent plus the aggregate amount of all other rentals,\ncharges and other amounts payable by Tenant hereunder.\n\n         11.3 DEFAULT BY LANDLORD. Landlord will be in default if Landlord\nfails to perform any obligation required of Landlord (other than a delay in\ndelivery of possession as provided for in paragraph 3.2 above) with 30 days\nafter written notice by Tenant, specifying wherein Landlord has failed to\nperform such obligation; provided that if the nature of Landlord's obligation is\nsuch that more than 30 days are required for performance, then Landlord shall\nnot be in default if Landlord commences performance within 30 day period and\nthereafter diligently prosecutes the same to completion. Except as expressly set\nforth in this Lease, Tenant shall not have any right whatsoever to terminate\nthis Lease or to withhold, reduce or offset any amount against any payments of\nrents or charges due and payable under this Lease.\n\n         12. TERMINATION. Upon expiration of the Term or early termination of\nthis Lease (collectively 'Termination'), Tenant shall deliver up and surrender\nto Landlord possession of the Premises in as good order and condition as when\nTenant took possession excepting only ordinary wear and tear. Upon Termination,\nLandlord may reenter the Premises and remove all persons and property therefrom.\nIf Tenant fails to remove anything that is required or entitled to remove from\nthe Premises on Termination, Landlord may remove the same and store or dispose\nof such item(s) in accordance with CC 31980. Tenant shall pay to Landlord on\ndemand all expenses incurred in such removal and storage and in cleaning the\nPremises. If the Premises are not surrendered at the end of the Term, Tenant\nshall indemnify Landlord against all losses resulting from Tenant's delay in\nsurrendering the Premises. If Tenant remains in possession of the Premises after\nexpiration of the Term and if Landlord and Tenant have not executed an express\nwritten agreement as to such holding over, then such occupancy shall be a\ntenancy from month to month at a Base Monthly Rent fixed at 125% of the Base\nMonthly Rent in effect immediately prior to such expiration, such payments to be\nmade as herein provided. In the event of such holding over, all terms of this\nLease including the obligation for payment of all charges owing hereunder shall\nremain in force and effect on said month to month basis. The voluntary or other\nsurrender of this Lease by Tenant, if accepted by Landlord, or a mutual\ncancellation thereof, shall not work a merger, but shall, at the Landlord's\noption, terminate or operate as an assignment to Landlord of any or all\nsubleases or subtenancies.\n\n         13. CONDEMNATION OF PREMISES.\n\n                  13.1. TOTAL CONDEMNATION. If the entire Premises are taken by\nCondemnation during the Term, this Lease shall terminate on the date of transfer\nof possession and Tenant shall have no claim against Landlord for the value of\nthe unexpired Term.\n\n                  13.2. PARTIAL CONDEMNATION. If any portion of the Premises is\ntaken by Condemnation during the Term, this Lease shall remain in full force and\neffect; except that if a partial taking leaves the Premises unsuitable for\noccupation, Tenant may terminate this Lease effective on the date transfer of\npossession is required unless Landlord makes other comparable arrangements for\nTenant's space. Landlord and Tenant shall each have the right to terminate this\nLease effective on the date transfer of possession is required in the event of\nCondemnation of more than 25% of the floor area of the Premises. The parties may\nexercise their respective rights to terminate this Lease by serving written\nnotice to the\n\n\n                                        6\n\nother within 30 Days of their receipt of notice of condemnation, except that\nTenant's notice shall be ineffective if Landlord serves notice upon Tenant of\nLandlord's election to provide alternate space equivalent to that condemned\nwithin 10 Days of Tenant's delivery of notice to Landlord pursuant to this\nparagraph. Tenant shall have the right of approval of replacement space. All\nrent and other obligations of Tenant under this Lease shall be paid to the date\nof Termination; Tenant shall have no claim against Landlord for any unexpired\nportion of the Term. If this Lease is not canceled after a partial taking, Base\nMonthly Rent and Tenant's Pro Rata Share shall be adjusted to reflect the net\nchange in the floor area of the Premises. TENANT WAIVES CALIFORNIA CODE OF CIVIL\nPROCEDURE SECTION 1265.130.\n\n                  13.3. AWARD TO TENANT. In the event of Condemnation, Tenant\nmay claim from the condemnor such compensation as Tenant may separately recover\nfor moving costs, loss of business, fixtures or equipment belonging to Tenant.\nTenant shall have no other right to recover from Landlord or the condemnor for\nany additional claims arising out of such taking.\n\n         14. LANDLORD'S ENTRY. Landlord and its Agents may enter the Premises at\nall reasonable times to: inspect the Premises; make repairs or Alterations; post\n'To Lease' signs during the last 120 Days of the Term; show the Premises during\nthe last 120 days of the Term; and\/or to post notices of nonresponsibility.\nLandlord shall have such right of entry without any rebate of rent to Tenant for\nany loss of occupancy or quiet enjoyment of the Premises. Landlord shall provide\n24 hours' notice of intended entry except under circumstances Landlord deems an\nemergency.\n\n         15. LIMITATION OF LIABILITY AND INDEMNITY: This paragraph 15, inclusive\nof all subparagraphs, supersedes each and every other provision of this Lease.\n\n                  15.1. LIMITATION OF LANDLORD'S LIABILITY. TENANT WILL NOT HOLD\nLANDLORD LIABLE FOR AMOUNTS EXCEEDING INSURANCE COVERAGE MAINTAINED BY LANDLORD\nUNDER THIS LEASE ('EXISTING COVERAGE') RESPECTING ANY INJURY OR DAMAGE,\nPROXIMATE OR REMOTE, OCCURRING THROUGH OR CAUSED BY ANY REPAIRS OR ALTERATIONS\nTO THE PROPERTY, UNLESS SUCH INJURY OR DAMAGE ARISES FROM LANDLORD'S NEGLIGENCE,\nWILLFUL MISCONDUCT, OR BREACH OF THIS LEASE ('LANDLORD'S ACTS'). LANDLORD SHALL\nNOT BE LIABLE IN EXCESS OF EXISTING COVERAGE FOR ANY INJURY OR DAMAGE OCCASIONED\nBY DEFECTIVE ELECTRIC WIRING, OR THE BREAKING, BURSTING, STOPPAGE OR LEAKING OF\nANY PART OF THE PLUMBING, AIR-CONDITIONING, HEATING, FIRE CONTROL SPRINKLER\nSYSTEMS OR GAS, SEWER OR STEAM PIPES, UNLESS SUCH LOSS ARISES FROM LANDLORD'S\nACTS.\n\n                  15.2. LIMITATION ON ENFORCEMENT OF REMEDIES. NOTWITHSTANDING\nANY OTHER PROVISION OF THIS LEASE, TENANT AND ITS AGENTS SHALL, UNDER ALL\nCIRCUMSTANCES, BE ABSOLUTELY LIMITED TO LANDLORD'S INTEREST IN THE PROPERTY FOR\nSATISFACTION OF TENANT AND ITS AGENTS' REMEDIES, OR FOR THE COLLECTION OF A\nJUDGMENT (OR OTHER JUDICIAL PROCESS OR ARBITRATION AWARD) REQUIRING LANDLORD TO\nPAY MONEY, AS THE RESULT OF ANY AND ALL JUDGMENTS, AWARDS AND\/OR ORDERS AGAINST\nLANDLORD RELATING TO OR ARISING OUT OF TENANT AND ITS AGENTS' OCCUPANCY AND USE\nOF THE PROPERTY AND\/OR IN THE EVENT OF ANY DEFAULT BY LANDLORD HEREUNDER, AND NO\nOTHER PROPERTY OF LANDLORD OR ITS PARTNERS OR PRINCIPALS, DISCLOSED OR\nUNDISCLOSED, SHALL BE SUBJECT TO LEVY, EXECUTION OR OTHER ENFORCEMENT PROCEDURE\nFOR THE SATISFACTION OF TENANT AND ITS AGENTS' REMEDIES WITH RESPECT TO THIS\nLEASE, THE RELATIONSHIP OF LANDLORD AND TENANT HEREUNDER, OR THE USE AND\nOCCUPANCY OF THE PROPERTY AND THE PREMISES BY TENANT AND ITS AGENTS. TENANT, ON\nBEHALF OF TENANT AND ITS AGENTS, WAIVES ALL RIGHT TO COLLECT OR ENFORCE ANY AND\nALL ORDERS, AWARDS AND\/OR JUDGMENTS AGAINST LANDLORD IN EXCESS OF LIMITATIONS\nIMPOSED BY THIS PARAGRAPH. TENANT SHALL REQUIRE THAT EACH SUBTENANT AND EACH\nASSIGNEE OF TENANT AGREE TO BE BOUND BY THE WAIVER SET FORTH IN THIS PARAGRAPH.\nLANDLORD'S MAXIMUM EXPOSURE AS SET FORTH IN THIS PARAGRAPH IS CUMULATIVE AND IN\nTHE AGGREGATE (AS TO ALL JUDGMENTS, AWARDS AND ORDERS AGAINST LANDLORD ARISING\nIN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, OR THE\nUSE AND OCCUPANCY OF THE PROPERTY BY TENANT AND ITS AGENTS). LIMITS IMPOSED BY\nTHIS PARAGRAPH INCLUDE LANDLORD'S DUTIES OF INDEMNITY (EXPRESS AND\/OR IMPLIED).\n'LANDLORD' INCLUDES ALL PERSONS AND ENTITIES WHO NOW OR HEREAFTER OWN AN\nINTEREST IN LANDLORD.\n\n         16. ASSIGNMENT AND SUBLETTING. Tenant shall not directly or indirectly\nassign this Lease in whole or in part, or sublet any part or all of the\nPremises, or license the use of all or any part of the Premises, or business\nconducted thereon, or encumber or hypothecate this Lease, without first\nobtaining Landlord's written consent. The transfer of shares of stock,\npartnership interests or other ownership interests in Tenant resulting in a\nchange in the effective control of Tenant, or any merger, consolidation or other\n\n\n                                        7\n\nreorganization of Tenant is an indirect assignment of Tenant's interest in this\nLease. Tenant's request for consent to any assignment, sublease or other\ntransfer shall be in writing and shall include the following: (a) the name and\nlegal composition of the proposed transferee; (b) the nature of the proposed\ntransferee's business to be carried on in the Premises; (c) the terms and\nprovisions of the proposed assignment or sublease; and (d) such financial and\nother reasonable information as Landlord may request concerning the proposed\ntransferee or concerning the proposed assignment or sublease. Any assignment,\nsubletting, licensing, encumbering or hypothecating of this Lease without\nLandlord's prior written consent shall constitute a default. Landlord's consent\nto any assignment or sublease shall not constitute a waiver of the need for subh\nconsent to any subsequent assignment or sublease.\n\n         Notwithstanding any assignment or subletting with Landlord's consent,\nTenant shall remain fully liable on this Lease. Without limiting other reasons\nor circumstances, Landlord and Tenant agree that it is reasonable for Landlord\nto withhold consent if, in Landlord's reasonable judgment: (i) the financial\nstrength of the proposed assignee is not commensurate with the obligations of\nthe Lease; (ii) the proposed use would be incompatible with the use of the rest\nof the Property; or (iii) the proposed use would generate traffic and\/or wear\nand tear materially in excess of Tenant's use. If Landlord consents to a\nsublease or assignment, Tenant shall pay Landlord's reasonable attorneys' fees\nincurred in connection with such consent. Tenant shall pay to Landlord 75% of\nall Excess Rent received by Tenant directly or indirectly in respect of an\nassignment of this Lease or sublease of the Premises. 'Excess Rent' means, in\nthe case of an assignment, all consideration and, in the case of a sublease, all\nconsideration in excess of the rents and charges reserved under this Lease.\n\n         17. DAMAGE OR DESTRUCTION. Each party may terminate this Lease if the\nPremises or the Building are damaged to an extent exceeding 50% of the then\nreplacement cost of the Premises (in the event of damage limited to the\nPremises) or 33% of the Building (in the event of damage not limited to the\nPremises). Landlord may also terminate this Lease if the Premises or the\nBuilding are damaged by an uninsured peril to an extent exceeding 33% of the\nthen replacement cost of the Premises (in the event of damage limited to the\nPremises) or 25% of the Building (in the event of damages not limited to the\nPremises). If a party elects Termination under this section, the terminating\nparty shall deliver written notice to the non-terminating party within 30 Days\nof the occurrence of the damage. Tenant shall have 30 Days to vacate the\nPremises unless they are unsafe for occupancy, in which case, Tenant shall\nimmediately vacate. TENANT WAIVES SECTION 1932(2), AND SECTION 1933(4) OF THE\nCALIFORNIA CIVIL CODE. If this Lease is not terminated pursuant to this\nparagraph, Landlord shall, within 90 Days of the occurrence of the damage,\nproceed to repair the Building, on the same plan as existed immediately before\nthe occurrence. Tenant shall be liable for repair and replacement of all\nfixtures, leasehold improvements, furnishings, merchandise, equipment and\nTenant's personal property not covered by insurance. If Tenant is able to\ncontinue to conduct its business during the making of repairs, the Base Monthly\nRent will be reduced in the proportion that the unusable part of the Premises\nbears to the whole during the repair period. Notwithstanding any other provision\nof this Lease, if the discounted present value of the Base Monthly Rent due for\nthe remaining Term, using as the discount rate the prime commercial lending rate\nin effect at the Bank of America, NT&amp;SA, as of the date of the damage is less\nthan the cost of repairing the damage to the Premises, Landlord may terminate\nthis Lease on 10 Days' written notice to Tenant.\n\n         18. HAZARDOUS MATERIALS.\n\n                  18.1. TENANT'S WARRANTIES. Tenant's obligations are:\n\n                           18.1.1. RESTRICTIONS ON HAZARDOUS MATERIALS.\nHazardous Material (as defined below) shall not be brought upon, manufactured,\ngenerated, disposed of, handled, used, kept or stored (collectively 'Handled' or\n'Handling') in, on, about or under the Property by Tenant and its Agents without\nLandlord's prior written consent.\n\n                           18.1.2. APPLICABLE REGULATIONS. If any Hazardous\nMaterial is Handled, in, on, about or under the Property by Tenant and its\nAgents, Tenant shall bear all responsibility for ensuring that such material\nshall be handled in compliance with all Environmental, Health and Safety\nRequirements regulating such Hazardous Material. Tenant shall procure, maintain\nin effect and comply with all conditions and requirements of any and all\npermits, licenses and other governmental and regulatory approvals or\nauthorizations required by Environmental, Health or Safety Requirements relating\nto the\n\n                                        8\n\nHandling of Hazardous Material by Tenant. Tenant shall give Landlord copies of\nall such permits, licenses, or other regulatory approvals within 5 Days of\nreceipt.\n\n                           18.1.3. RESTORATION. If, as a result of handling of\nHazardous Materials by Tenant and its Agents, Hazardous Material in, on, about\nor under the Property or any adjoining property results in contamination of the\nProperty or other property, Tenant, at its sole expense, shall promptly take all\nactions as are necessary to return the Property and\/or the other affected\nproperty to the condition existing prior to such contamination ('Restoration').\nTenant shall not, however, undertake Restoration without first providing\nLandlord with written notice thereof and obtaining Landlord's approval. Tenant\nshall effect Restoration in compliance with all Environmental, Health and Safety\nRequirements. Tenant shall not enter into any settlement agreement, consent\ndecree or compromise respecting any claims relating to Hazardous Material\nconnected with the Property without first notifying Landlord of its intention to\ndo so and affording Landlord ample opportunity to appear, intervene or\nappropriately assert and protect Landlord's interests.\n\n                           18.1.4. REMOVAL. On Termination, Tenant shall remove\nfrom the Property all Hazardous Materials in, on, about or under the Property\nHandled by Tenant and its Agents and all receptacles and containers therefor,\nand shall cause such Hazardous Materials, receptacles and containers to be\nHandled, transported and disposed of pursuant to all applicable Environmental,\nHealth and Safety Requirements. Hazardous Materials, receptacles and containers\nshall be removed by duly licensed haulers, transported to and disposed of at\nduly licensed facilities for the disposal of such Hazardous Materials,\nreceptacles or containers. Tenant shall deliver to Landlord copies of all\ndocumentation relating to Handling of Hazardous Materials, receptacles or\ncontainers therefor, reflecting legal and proper Handling. Tenant shall, at its\nsole expense, repair all damage to the Property resulting from its removal of\nHazardous Materials, receptacles and containers. Tenant shall continue to pay\nrent until completion of such removal and repairs.\n\n                           18.1.5. TENANT'S WRITTEN CONFIRMATION. Tenant shall\nexecute such documents as Landlord may request as to Tenant's knowledge of the\npresence of Hazardous Materials in, on, about or under the Property. On each\nanniversary of the Commencement Date, Tenant shall, upon request, give Landlord\na letter stating the during the preceding year Tenant complied with this Section\n18 or, if Tenant has not so complied, stating the details of noncompliance.\n\n                           18.1.6. TENANT'S DUTY TO NOTIFY LANDLORD. Tenant\nshall notify Landlord in writing immediately upon receiving written notice of:\n(1) enforcement, cleanup, remediation or other action threatened, instituted or\ncompleted by any governmental or regulatory agency or private person with\nrespect to the Property or any adjoining property relating to Hazardous\nMaterials; (2) any claim threatened or made by any person against Tenant,\nLandlord, the Property or any adjoining landowner, tenant or property for\npersonal injury, compensation or any other matter relating to Hazardous\nMaterials; and (3) any reports made by or to any governmental or regulatory\nagency with respect to the Property or any adjoining property relating to\nHazardous Materials, including without limitation, any complaints, notices or\nasserted violations in connection therewith. Tenant shall supply to Landlord as\npromptly as possible, and in any event within 5 Days after Tenant first receives\nor sends the same, copies of all claims, reports, complaints, notices, warnings,\nasserted violations or other documents relating in any way to the foregoing.\n\n                  18.2. LANDLORD'S RIGHTS. Landlord and its Agents shall have\nthe right to communicate, verbally or in writing, with any regulatory agency or\nany environmental consultant on any matter respecting the Property relating to\nHazardous Materials. Landlord shall be entitled to copies of all notices,\nreports or other documents issued by or to any such regulatory agency or\nconsultant respecting the Property relating to Hazardous Materials.\n\n                  18.3. TENANT'S DUTY TO INDEMNIFY. If the Handling by Tenant \nand its Agents of Hazardous Materials results in contamination of the Property,\nor if any lender or governmental agency requires an investigation to determine\nwhether there is contamination of the Property or any adjoining property as a \nresult of the Handling of Hazardous Materials by Tenant and its Agents, and it\nis determined that such handling resulted in contamination of the property, \nthen Tenant shall indemnify, defend and hold Landlord and its Agents and all of\nLandlord's partners or other affiliates, together with all their directors, \nofficers, shareholders, employees, agents, contractors and attorneys, harmless\nfrom and defend them against any and all claims, damages, penalties, fines, \ncosts, liabilities and losses (including, without limitation, sums paid in \nsettlement of claims, attorneys' fees, consultants' fees and experts' fees) \nwhich arise during or after the Term as a result of such\n\n                                        9\n\ncontamination. This indemnification includes, without limitation, costs incurred\nin connection with removal or restoration work required by any regulatory agency\nand\/or private persons because of the presence of Hazardous Materials in the\nsoil or groundwater in, on, about or under the Property or any adjoining\nproperty as a result of the handling of Hazardous Materials, resulting in\ncontamination of the property, by Tenant and its Agents and legal fees and\nexpenses incurred by Landlord relating to such claims, demands, investigations\nand responses.\n\n          18.4. RIGHT OF ENTRY. If contamination of the Property by Hazardous\nMaterials occurs or if any lender or regulatory agency requires an\ninvestigation to determine if there is contamination of the Property or any\nadjoining property, then Landlord and its Agents shall have the right, at any\nreasonable time and from time to time, to enter the Premises to perform\nmonitoring, testing or other analyses, and to review applicable documents,\nnotices, or other materials. If such contamination resulted from the handling of\nHazardous Materials by Tenant and its Agents, Tenant shall pay, on delivery of\nLandlord's invoice, all costs and expenses reasonably incurred by Landlord in\nconnection with such investigation, monitoring, and testing.\n\n          18.5. DEFINITIONS. The following terms shall have the following\nmeanings:\n\n                  18.5.1. 'HAZARDOUS MATERIAL': shall mean, without limitation,\n(1) petroleum or petroleum products; (2) hydrocarbon substances of any kind; (3)\nasbestos in any form; (4) formaldehyde; (5) radioactive substances; (6)\nindustrial solvents; (7) flammables; (8) explosives; (9) leakage from\nunderground storage tanks; (10) substances defined as 'hazardous substances,'\n'hazardous materials,' or 'toxic substances' in (A) the Comprehensive\nEnvironmental Response, Compensation and Liability Act of 1980, as amended by\nthe Superfund Amendments and Reauthorization Act of 1986 or as otherwise\namended, 42 U.S.C. Sections 9601, et seq., (B) the Hazardous Materials\nTransportation Act, 49 U.S.C. Sections 1801 et seq. and any amendments\nthereto, or (C) the Resource Conservation and Recovery Act, 42 U.S.C. Sections\n6901, et seq. and any amendments thereto; (11) those substances defined as\n'hazardous wastes,' 'extremely hazardous wastes' or 'restricted hazardous\nwastes' in Sections 25115, 25117, and 25122.7 or listed pursuant to Section\n25140 of the California Health &amp; Safety Code and any amendments thereto; (12)\nthose substances defined as 'hazardous substances' in Section 25316 of the\nCalifornia Health &amp; Safety Code and any amendments thereto; (13) those\nsubstances defined as 'hazardous materials,' 'hazardous wastes' or 'hazardous\nsubstances' in Sections 25501 and 25501.1 of the California Health &amp; Safety\nCode and any amendments thereto; (14) those substances defined as 'hazardous\nsubstances' under Section 25281 of the California Health &amp; Safety Code and any\namendments thereto; (15) those substances causing 'pollution' or 'contamination'\nor constituting 'hazardous substances' within the meaning of (A) the Clean Water\nAct, 33 U.S.C. Section 1251 et seq. and any amendments thereto, (B) the\nPorter-Cologne Water Quality Control Act, Section 13050 of the California Water\nCode and any amendments thereto, and (C) the Safe Drinking Water Act, 42 U.S.C.\nSection 300f et seq.; (16) such chemicals as are identified on the list\npublished from time to time as provided in Chapter 6.6 of the California Health\nand Safety Code, as amended, as causing cancer or reproductive toxicity; (17)\npolychlorinated biphenyls (PCBs) set forth in the Federal Toxic Substance\nControl Act, as amended, 15 U.S.C. Section 2601 et seq.; (18) 'toxic air\ncontaminant' as defined in California health and Safety Code Section 39655; and\n(19) the wastes, substances, materials, contaminants and pollutants identified\npursuant to or set forth in the regulations adopted or judicial or\nadministrative, decisions or decrees promulgated pursuant to any of the\nforegoing laws. The foregoing list of definitions and statutes is illustrative,\nnot exhaustive; such list shall be deemed to include all definitions, rules,\nregulations and laws applicable to the subject matter of this paragraph as they\nmay be amended or changed from time to time.\n\n                  18.5.2. 'ENVIRONMENTAL HEALTH AND SAFETY REQUIREMENTS' means\nany law, statute, ordinance, rule, regulation, order, judgment or decree\npromulgated by any governmental agency, court, judicial or quasi-judicial body\nor legislative or quasi-legislative body which relates to matters of the\nenvironment, health, industrial hygiene or safety.\n\n         18.6. ALLOCATION OF RESPONSIBILITIES. ALL LIABILITY ARISING FROM THE\nTRANSPORTATION OR HANDLING OF HAZARDOUS MATERIALS IN, ON, UNDER, AND\/OR ABOUT\nTHE PROPERTY OR ADJOINING PROPERTY BY TENANT AND ITS AGENTS SHALL, AT ALL TIMES,\nREMAIN TENANT'S SOLE RESPONSIBILITY, EVEN IF THE HAZARDOUS MATERIALS ORIGINATE\nFROM THE PROPERTY. NO ACT BY LANDLORD OR ITS AGENTS SHALL CONSTITUTE LANDLORD'S\nASSUMPTION OF ANY OBLIGATIONS, DUTIES, LIABILITIES OR RESPONSIBILITIES\nPERTAINING TO\n\n\n                                       10\n\nTENANT'S COMPLIANCE WITH ANY ENVIRONMENTAL, HEALTH OR SAFETY REQUIREMENTS.\nNOTWITHSTANDING TERMINATION OF THIS LEASE, TENANT SHALL RETAIN ALL LIABILITY AND\nRESPONSIBILITY FOR COMPLIANCE WITH REGULATIONS AND ENVIRONMENTAL, HEALTH OR\nSAFETY REQUIREMENTS CONCERNING TENANT AND ITS AGENTS' HANDLING OF HAZARDOUS\nMATERIALS. TENANT SHALL INDEMNIFY AND HOLD LANDLORD AND ITS AGENTS HARMLESS FROM\nALL COSTS AND EXPENSES ASSOCIATED WITH SUCH COMPLIANCE.\n\n         18.7. INSPECTIONS. Tenant will cooperate with the completion of\ninspections of the Property as required by applicable law and regulation. Tenant\nshall provide to Landlord a copy of the reports for each such inspection within\n15 days of Tenant's receipt of such reports.\n\n         18.8. COOPERATION. Tenant will not interfere with Landlord's acts\npursuant to the above-referenced Regulations. Tenant will comply with reasonable\nprocedures promulgated by Landlord pursuant to such laws and regulations.\nLandlord shall have no duty to establish any procedures or to supervise in any\nway Tenant's activities on the Property.\n\n         18.9. SURVIVAL. The covenants, agreements and indemnities set forth in\nthis Section 18 shall survive Termination and shall not be affected by any\ninvestigation, or information obtained as a result of any investigation, by or\non behalf of Landlord or any prospective Tenant.\n\n\n         18.10. STORAGE TANKS. Tenant shall not install any storage tanks on the\nProperty without Landlord's prior written consent.\n\n         18.11. LANDLORD'S OBLIGATIONS. Landlord's obligations are:\n\n                           18.11.1. COMPLIANCE WITH REGULATIONS. If Landlord and\nits Agents Handle Hazardous Material in, on, about or under the Property, such\nmaterial shall be Handled in compliance with all Environmental, Health and\nSafety Requirements.\n\n                           18.11.2. RESTORATION. If, as a result of Landlord's\nbringing Hazardous Material upon the Property, or otherwise any contamination of\nthe Property or the surrounding environment occurs, Landlord shall promptly take\nall necessary actions to return the Property and\/or the surrounding environment\nto the condition existing prior to such contamination.\n\n\n                           18.11.3. DUTY TO NOTIFY TENANT. Landlord shall notify\nTenant in writing upon learning of: (1) enforcement, cleanup, remediation or \nother action threatened, instituted or completed by any regulatory agency or \nprivate person with respect to the Property relating to Hazardous Materials; \n(2) any claim threatened or made against Landlord respecting the Tenant or the\nProperty for personal injury, compensation or any other matter relating to \nHazardous Materials; and (3) reports made by or to any regulatory agency \nrespecting the Property, complaints, notices or asserted violations in \nconnection therewith. Landlord shall supply to Tenant copies of claims, \nnotices, warnings, or other documents relating to the foregoing.\n\n                           18.11.4. INDEMNITY OF TENANT. If Hazardous Materials\non the Property, resulting from Landlord's acts, contaminate the Property, or if\nthe Property is contaminated on the Commencement Date, Landlord shall indemnify\nand hold Tenant and its Agents harmless from any and all claims, damages,\npenalties, fines, costs, liabilities and losses, damages, attorneys' fees,\nconsultants' fees and experts' fees resulting from such contamination.\n\n         19.      MISCELLANEOUS PROVISIONS.\n\n                  19.1. WAIVER. No waiver of any breach of this Lease shall be\nconstrued as a waiver of any other breach. Landlord's acceptance of rent after\nTenant's breach shall not be a waiver of any preceding breach of this Lease by\nTenant, even if known by Landlord at the time.\n\n                  19.2. NOTICES. Notices, requests, demands and other\ncommunications shall be in writing personally delivered or sent by certified\nmail, return receipt requested, postage prepaid, properly addressed to the other\nparty at the address set forth by its signature below, or at such other address\nas may be designated in writing by one party to the other. Notice shall be\neffective on personal delivery or on the date indicated on the post office's\ncertified mail receipt of delivery.\n\n                  19.3. CONSTRUCTION. This Lease shall be construed pursuant to\nCalifornia law. The invalidity of any provision of this Lease shall not affect\nthe remainder. All terms of this Lease shall be construed to mean either the\nsingular or the plural, masculine, feminine or neuter, as the situation may\ndemand. Headings are descriptive only and not\n\n                                       11\n\ndeterminative of meaning. Time is of the essence in performance of all\nobligations. This Lease constitutes the entire agreement between the parties\nrespecting the subject matters it addresses. This Lease supersedes all prior\noral and written agreements respecting the hiring of the Premises. Provisions of\nthis Lease may be waived, amended or repealed only by all parties' written\nconsent. This Lease binds and inures to the benefit of the parties' heirs,\npersonal representatives, successors and assigns.\n\n                  19.4. MEMORANDUM. If Landlord requests a memorandum of Lease,\nthe parties shall execute, acknowledge and record a document identifying: the\nparties, Premises, Term and Commencement Date. No other memorandum of this Lease\nshall be recorded.\n\n                  19.5. AUTHORITY. Each individual executing this Lease for a\ncorporation warrants that he is duly authorized to execute and deliver the Lease\nfor the corporation and that the Lease binds the corporation in accordance with\nits terms. Each individual executing this Lease on behalf of a partnership\nwarrants that he is duly authorized to execute and deliver this Lease for the\npartnership and that this Lease binds the partnership in accordance with its\nterms.\n\n                  19.6. LITIGATION. All actions and arbitrations arising out of\nor in connection with this Lease shall be venued in Alameda County, California.\nIf an action or arbitration proceeding is commenced by reason of the breach of\nthis Lease or arising out of this Lease, the prevailing party shall recover\ncosts of suit and attorneys' fees, whether or not the matter proceeds to\njudgment.\n\n                  19.7. SUBORDINATION OF LEASEHOLD. Tenant agrees that this\nLease is and shall be, at all times, subject and subordinate to the lien of any\nmortgage or other encumbrances which Landlord may create against the premises,\nincluding all renewals, replacements and extensions thereof. Tenant agrees to\nexecute any and all instruments in writing which may be required by Landlord to\nsubordinate Tenant's rights to the lien of such mortgage. Tenant's obligation\nto subordinate its leasehold to a lender shall, at all times, be conditioned\nupon the lender giving to Tenant a nondisturbance agreement providing that the\nlender will not terminate Tenant's occupancy in the event of a foreclosure as\nlong as Tenant is not in default under the provisions of this Lease.\n\n                  19.8. ESTOPPEL. Within 15 Days of Landlord's request, Tenant\nshall complete, execute and deliver to Landlord a certification: (a) that this\nLease is unmodified and in full force and effect (or if modified, stating the\nnature of such modification and certifying that this Lease as so modified is in\nfull force and effect); (b) of the date to which the rent and other charges are\npaid; (c) that Tenant knows of no uncured defaults on the part of Landlord\nhereunder, or specifying such defaults, if any are claimed; and (d) of the date\nof commencement and expiration of the Term. Tenant's failure to timely deliver\nthe document constitutes a certification that Landlord is not in default under\nthe Lease and the terms of the Lease are in force without modification.\nProspective purchasers, lenders or lender's assignees may rely upon such\ncertification.\n\n                  19.9. ATTORNMENT. In the event of a sale of the Property or\nthe completion of foreclosure against the Property, Tenant shall attorn to the\nLandlord's successor in interest.\n\n                  19.10. LENDER'S REQUESTS. Tenant shall consent to Lease\namendments requested by any lender against the Property, provided that such\namendments do not materially affect Tenant's obligations. Tenant shall timely\nsupply financial information requested by such lender.\n\n                  19.11. RESERVED.\n\n                  19.12. RELOCATION. Landlord may relocate Tenant to another\npart of the Building so long as Landlord pays reasonable relocation costs.\nLandlord shall have no other liability respecting relocation. Tenant shall have\nthe right of approval of the new space.\n\n                  19.13. SUBMISSION. Submission of this document to Tenant does\nnot create a reservation for a lease or any rights respecting the Premises prior\nto Landlord's execution.\n\n                  19.14. RESERVED.\n\n                  19.15. ARBITRATION OF DISPUTES. ANY CONTROVERSY OR CLAIM\nBETWEEN THE PARTIES ARISING OUT OF THIS LEASE SHALL BE SUBMITTED TO BINDING\nARBITRATION UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION.\nCALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1283.05 SHALL APPLY TO THE \nARBITRATION. ANY COURT OF COMPETENT JURISDICTION MAY ENTER JUDGMENT UPON THE \nARBITRATION AWARD.\n\n                                       12\n\nNOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE\nARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISIONS\nDECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING\nUP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY\nTRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS\nTO DISCOVERY AND APPEAL UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE\n'ARBITRATION OF DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION\nAFTER AGREEING TO THIS PROVISION YOU MAY BE COMPELLED TO ARBITRATE UNDER THE\nAUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS\nARBITRATION PROVISION IS VOLUNTARY.\n\nWE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING\nOUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION TO\nNEUTRAL ARBITRATION.\n\n                  -------                                -------\n                  Initial                                Initial\n\n                  19.16. BROKERAGE. Tenant is solely responsible for any\nbrokerage costs associated with this transaction. Landlord represents and\nwarrants that it has had no broker representation.\n\n                  19.17. COOPERATION. Tenant will not interfere with Landlord's\nactions pursuant to any Regulation affecting the Property. Tenant will comply\nwith all reasonable procedures promulgated by Landlord relating to the matters\ncovered by such Regulations. Landlord has no duty to establish procedures or\nregulations or to supervise Tenant's activities for any purpose including,\nwithout limitation, the Handling of Hazardous Materials.\n\n                  19.18. PARKING. Tenant shall have the use of 77 off-street\nparking places.\n\n                  19.19. TENANT IMPROVEMENTS. Tenant agrees to take the Premises\nas-is. Landlord has no responsibility to provide any Tenant Improvements.\n\n                  LANDLORD:                                   TENANT:\n\n\nBy            illegible                       By \/s\/ Lawrence B. Levy\n   ------------------------------           ----------------------------\n        Authorized Signature                    Authorized Signature\n\n\n                                              \/s\/ Lawrence B. Levy\n                                            ----------------------------\n                                                 Please print name\n\nAddress for Notices:                        Address for Notices:\n1120 Nye Street, Suite 400                  1001 West Cutting Boulevard\nSan Rafael, CA 94901                        Richmond, CA 94801\n\n\nDate         4-26-96                        Date         4-24-96\n     -----------------------                     ------------------------\n                                       13\n\n                       [MAP OF PT. RICHMOND TECH. CENTER, RICHMOND, CA.]\n\n                             FIRST ADDENDUM TO LEASE\n\n\n\n        THIS FIRST ADDENDUM TO LEASE (this 'Addendum') is made by and between\nPoint Richmond R&amp;D Associates, a California general partnership ('Landlord'),\nand PIXAR, a California corporation ('Tenant'), to be part of that certain Point\nRichmond R&amp;D Associates Industrial Gross Lease of even date herewith between\nLandlord and Tenant (the 'Lease') concerning approximately 25,859 square feet of\nspace (the 'Premises'), located at 1001 West Cutting Boulevard, Richmond,\nCalifornia. Landlord and Tenant agree that, notwithstanding anything to the\ncontrary in the Lease, the Lease is hereby modified and supplemented as set\nforth below.\n\n         1 . Definitions. The Lease shall commence on, and the Commencement Date\nshall be, sixty (60) days after the later to occur of the following: (i) the\ndate that Landlord has delivered exclusive possession of the Premises to Tenant,\nfree of all other tenancies, with all approvals and permits from the appropriate\ngovernmental authorities required for the legal occupancy of the Premises for\nTenant's intended use, and (ii) the date on which landlord has completed all\nwork, if any, to be performed by Landlord pursuant to Section 3 of this\nAddendum.\n\n         2. Premises. Tenant shall also have the right to use the Common Area in\ncommon with the other tenants on the Property. On the Commencement Date, the\nPremises shall be broom clean and in good condition.\n\n         3. Alterations. Landlord hereby consents to the construction by the\nTenant of the improvements described in Exhibit A attached hereto. Tenant shall\nhave no responsibility for and Landlord shall pay all costs to bring the\nPremises into compliance with applicable Regulations, including, without\nlimitation, the Americans with Disabilities Act and environmental laws.\n\n         4. Use of the Premises. Tenant shall not be required to comply with or\ncause the Premises to comply with any Regulations requiring the construction of\nimprovements in the Premises unless the compliance with any of the foregoing is\nnecessitated solely due to Tenant's particular use of the Premises.\n\n         5. Termination. Tenant's obligations with respect to the surrender of\nthe Premises shall be fulfilled if Tenant surrenders possession of the\nPremises in the condition existing at the Commencement Date (including the\nimprovements described on Exhibit A attached to this Addendum), ordinary wear\nand tear, casualties, condemnation, Hazardous Materials (other than those\nreleased or emitted by Tenant in or about the Premises), and alterations or\nother interior improvements which Landlord states in writing may be surrendered\nat the termination of the Lease, excepted.\n\n         6. Assignment and Subletting. Tenant may, without Landlord's prior\nwritten consent and without being subject to the provisions of Section 16 of\nthe Lease, sublet the Premises or assign the Lease to (i) a subsidiary,\naffiliate, division or corporation controlling, controlled by or under common\ncontrol with Tenant; (ii) a successor corporation related to Tenant by merger,\nconsolidation, nonbankruptcy reorganization, or government action; or (iii) a\npurchaser of substantially all of Tenant's assets located in the Premises. A\nsale or transfer of Tenant's capital stock shall not be deemed an assignment,\nsubletting or any other transfer of the Lease or the Premises. Tenant shall not\nbe required to pay Landlord any Excess Rent until Tenant has deducted therefrom\nthe costs to Tenant to effectuate the assignment or sublease, including\nattorneys' fees, leasing commissions and remodeling costs. Item (i) of Section\n16 of the Lease is hereby deleted; however, Landlord may withhold its consent\nto a full assignment and transfer if the financial strength of the proposed\nassignee is not, in Landlord's reasonable judgment, commensurate with the\nobligations of the Lease.\n\n                                       1\n\n         7. Hazardous Materials. To the best knowledge of Landlord, (i) no\nHazardous Material is present on the Property or the soil, surface water or\ngroundwater thereof, (ii) no underground storage tanks are present on the\nProperty, and (iii) no action, proceeding or claim is pending or threatened\nregarding the Property concerning any hazardous Material or pursuant to any\nenvironmental law. Under no circumstances shall Tenant be liable for, and\nLandlord shall indemnify, defend and hold harmless Tenant and its Agents from\nand against, all losses, costs, claims, liabilities and damages (including\nattorneys' and consultants' fees) of every type and nature, directly or\nindirectly arising out of or in connection with any Hazardous Materials present\nat any time on or about the Property, or the soil, air, improvements,\ngroundwater or surface water thereof, or the violation of any laws, orders or\nregulations, relating to any such Hazardous Material, except to the extent that\nany of the foregoing actually results from the release or emission of Hazardous\nMaterial on or about the Premises during the term of the Lease by Tenant or its\nAgents in violation of applicable environmental laws.\n\n         8. Subordination of Leasehold. If required by Tenant, Landlord will\nmake best efforts to obtain from any lender or ground lessors of the Property a\nwritten agreement in form reasonably satisfactory t Tenant providing for\nrecognition of Tenant's interest under the Lease in the event of a foreclosure\nof the lender's security interest or termination of the ground lease.\n\n         9. Use of Premises. In addition to the provisions of Section 10 of the\nLease, Tenant may use the Premises for all legal uses.\n\n         10. Reasonable Expenditures. Any expenditure by a party permitted or\nrequired under the Lease, for which such party is entitled to demand and does\ndemand reimbursement from the other party, shall be limited to the fair market\nvalue of the goods and services involved, shall be reasonably incurred, and\nshall be substantiated by documentary evidence available for inspection and\nreview by the other party or its representative during normal business hours.\n\n         11. Security Deposit. Section 4.3 of the Lease is deleted in its\nentirety; there shall be no security deposit payable by Tenant under the Lease.\n\n         12. Tax Increase on Sale. Notwithstanding any other provision of the\nLease to the contrary, Tenant shall not be obligated to pay any Tax increase due\nsolely to the sale or other transfer of an interest in the Property, or a sale\nor other transfer of all of the Property.\n\n         13. Contest. If Tenant desires to contest the validity or amount of\nany Tax applicable to the Premises, Tenant shall be entitled to do so and to\ndefer payment of such Tax until final determination of such contest upon giving\nLandlord written notice thereof prior to commencing such contest and protecting\nLandlord on demand by obtaining a surety bond in the amount of 150% of the\ntotal amount of Taxes in dispute. The surety bond shall hold Landlord harmless\nfrom any damages or costs incurred in connection with the contest. Landlord\nshall, at Tenant's request, cooperate in all reasonable ways requested by Tenant\nin connection with the contest of Taxes, provided that Tenant pays all\nreasonable costs incurred by Landlord resulting from such cooperation.\n\n         14. Additional Rent. The term 'Operating Expenses' shall not include\nTaxes and insurance premiums. Tenant's obligation to pay additional rent\npursuant to Section 4.2 of the Lease shall be capped as follows: Tenant shall\nhave no obligation to pay Operating Expenses, Taxes or insurance premium\nincreases in any calendar year to the extent that such amounts have increased by\nmore than five percent (5%) from the immediately preceding calendar year.\n\n\n                                        2\n\n         15. Effect of Addendum. All terms with initial capital letters used\nherein as defined terms shall have the meanings ascribed to them in the Lease\nunless specifically defined herein. In the event of any inconsistency between\nthis Addendum and the Lease, the terms of this Addendum shall prevail.\n\n\nLANDLORD:                            TENANT:\n\nPOINT RICHMOND R&amp;D ASSOCIATES,       PIXAR, a California corporation\na California general partnership\n\n\nBy: \/s\/ Richard K. Robbins             By:  \/s\/ Lawrence B. Levy\n   ---------------------------         ----------------------------\n\nName: Richard K. Robbins               Name: Lawrence B. Levy\n   ---------------------------         ----------------------------\n\nIts:  Managing General Partner         Its:  EVP &amp; CFO\n   ---------------------------         ----------------------------\n\n\n                                       3\n\n                                    EXHIBIT A\n\n                               TENANT IMPROVEMENTS\n\n\nLandlord hereby consents to Tenant's installation and construction of the\nfollowing improvements. Such work shall be performed in accordance with\napplicable local\/State\/Federal building codes and specifications prepared by\nTenant.\n\n1.       Install new carpet\/base\/vinyl tile throughout the Premises.\n\n2.       Construct several new hardwall office and conference room spaces in\n         locations designated by Tenant.\n\n3.       Modify\/redesign the existing Electrical\/Mechanical systems to support\n         the additional people and technology planned for the space.\n\n4.       Create several openings to connect the Premises with the Tenant's\n         existing space.\n\n5.       Remove existing Electrical\/Mechanical Systems (including junction\n         boxes\/electrical panels, etc.) in the 'Warehouse' space that are not\n         required for the Tenant Improvements.\n\n6.       Tenant will not be responsible for any improvements required to the\n         base building electrical\/mechanical system\/restroom facilities\/parking\n         facilities to bring the facility up to current code compliance. This\n         would include any 'ADA' issues relating to existing conditions.\n\n7.       Tenant is not responsible to return the space to its original condition\n         to the Landlord at completion of lease.\n\n\n                              LANDLORD IMPROVEMENTS\n\n1.       Landlord will provide painting of Premises including 'Warehouse' space\n         and its ceiling (including joists and insulation).\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8532],"corporate_contracts_industries":[9466],"corporate_contracts_types":[9583,9579],"class_list":["post-41763","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-pixar","corporate_contracts_industries-media__movies","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\/41763","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=41763"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41763"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41763"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41763"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}