{"id":41764,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1003-west-cutting-boulevard-richmond-ca-premises-lease-point.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1003-west-cutting-boulevard-richmond-ca-premises-lease-point","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/1003-west-cutting-boulevard-richmond-ca-premises-lease-point.html","title":{"rendered":"1003 West Cutting Boulevard (Richmond, CA) Premises Lease &#8211; Point Richmond R&#038;D Associates II LLC and Pixar Animation Studios"},"content":{"rendered":"<pre>\n                                 PREMISES LEASE\n\nThis Lease is made and entered into as of January 11, 1998, between Point \nRichmond R&amp;D Associates II, LLC, a California Limited Liability Company \n('Landlord') and Pixar Animation Studios, a California Corporation ('Tenant').\n\n     1.   DEFINITIONS. Words not defined in this Section or elsewhere in this \nLease have their customary meanings. (1) 'Term' is the total of the Initial \nTerm and any validly exercised Option Terms allowed by this Lease; the 'Initial \nTerm' is three years; (2) 'Commencement Date' is January 15, 1999, which is \nalso the first day of the Initial Term; (3) 'Base Monthly Rent' means, subject \nto adjustment as provided in the Lease, $2.00 per month per Rentable Square \nFoot, payable in advance, without deduction, offset, prior notice or demand, on \nthe first day of each Month of the Term; (4) 'Premises' means the part of the \nBuilding leased to Tenant for Tenant's exclusive use, consisting of the \nportions of the Building shown on Exhibit A to this Lease as Space A; (5) \n'Building' means the structure in which the Premises are located; (6) \n'Property' includes the Building and land on which it stands, commonly known as \n1003 West Cutting Boulevard, Richmond, California; (7) 'Agents' includes \nemployees, agents, guests, invitees and, when applied to tenant, subtenants and \nassignees; (8) 'Day', 'Month' and 'Year' mean, respectively, calendar \nday\/month\/year; (9) 'Lease Year' means consecutive 12-month periods starting on \nthe Commencement Date; (10) 'Common Area' means parts of the Building not for \nexclusive use by Tenants including halls, lobby, elevators, rest rooms, roof, \nexterior walls and structural components; (11) 'Tax' means any form of \nassessment, license, fee, rent, tax, levy, penalty or tax imposed by any \nauthority having direct or indirect taxing powers (including Improvement \nDistricts) against Landlord's interest in the Property or personal property \nused in the operation of the Property and\/or Landlord's business of renting the \nProperty; (12) 'Alteration' includes additions, deletions, modifications and \nchanges to the Premises (including utility installations such as ducting, \npower panels, fluorescent fixtures, base heaters, conduit and wiring); (13) \n'Operating Expenses' are all expenses for maintenance, servicing, management \nand repair of the Property and the Premises inclusive of Taxes and insurance \npremiums; (14) 'Base Year' means calendar year 1999; (15) Tenant's 'Pro Rata \nShare' is the total cost of an item multiplied by 14% [Landlord may adjust \nTenant's Pro Rata Share of specific Operating Expenses if Landlord reasonably \ndetermines that Tenant's usage warrants an adjustment]; (16) 'Floor Area of the \nPremises' is measured from the exterior surface of exterior walls and from the \ncenter of walls separating the Premises from adjacent premises or common areas; \n(17) 'Floor Area of the Building' is measured from the exterior surface of \nexterior walls including common and core areas; (18) 'consent' and 'approval' \nrequire reasonable conduct by the acting party; (19) 'Regulation' includes all \nlaws, ordinances statutes, regulations and requirements adopted by duly \nconstituted public authorities now in force or hereafter adopted; (20) \n'Litigation' includes judicial actions, arbitrations and administrative \nproceedings; (21) 'Condemnation' includes taking by exercise of governmental \npower or the transfer to any condemnor under threat of or \n\n\n                                       1\n\nduring the pendency of condemnation proceedings; (22) 'Usable Square Foot' \nrefers to space within the total Floor Area of the Building consisting of the \nsquare footage of the Premises less the amount of square footage of the Common \nAreas. The Premises contain about 5,470 Usable Square Feet; (23) 'Load Factor' \nmeans that portion of the Common Area attributable to the Premises which shall \nbe calculated as 12.5% of the usable square footage or about 684 square feet \n(24) 'Rentable Square Foot' refers to each square foot of the Floor Area of the \nPremises adjusted to include a prorata portion of the Common Area (halls, \nentryways, lobbies, rest rooms, etc.). The Premises contain about 6154 Rentable \nSquare Feet; (25) 'Rent' means the total of the Base Monthly Rent plus all \nAdditional Rent required to be paid under the provisions of this Lease; (26) \n'Normal Working Hours' means 7:00 am through 7:00 pm, Monday through Friday, \nexcluding bank holidays (days on which consumer branches of the Bank of America \n(or any successor to the Bank of America) are not open).\n\n     2.   PREMISES. Landlord hereby leases to Tenant and Tenant shall have \nexclusive use of the Premises for the Term, including any extension of the \nTerm. Tenant shall also have a non-exclusive right to use the Common Area in \nconjunction with all other tenants of the Building.\n\n     3.   DELAY IN POSSESSION. If Landlord cannot deliver possession of the \nPremises to Tenant on the scheduled Commencement Date, the failure shall not \naffect this Lease's validity, or render Landlord liable for resulting damages; \nbut Tenant shall not be obligated to pay rent until Landlord tenders \npossession. If Landlord cannot deliver possession within 90 days of the \nscheduled Commencement Date, Tenant may terminate this Lease on written notice \nto Landlord. In such event, Tenant shall have no further recourse against \nLandlord respecting the Lease. If this lease is not terminated for delayed \npossession and possession is not delivered to Tenant on the scheduled \nCommencement Date, the Commencement Date shall be deemed the date on which \nLandlord tenders possession of the Premises to Tenant and the Term will run \nfrom the new Commencement Date.\n\n     4.   RENT. Tenant shall pay all Rent due Landlord in United States dollars\nat the address for notice set forth below, or such other place as Landlord\ndesignates in writing. If Alterations increase the Rentable Square Feet of the\nPremises, Base Monthly Rent will increase proportionately. If the obligation to\npay rent commences other than on the first day of a Month, the first payment\nshall include rent from the date the obligation commences to the first day of\nthe following month calculated per diem on the basis of a 30 Day Month.\n\n          4.1. BASE MONTHLY RENT. The Base Monthly Rent shall be $12,308 (6,154 \nRentable Square Feet at $2.00 per Rentable Square Foot per month).\n\n          4.2. BASE MONTHLY RENT ADJUSTMENT. The Base Monthly Rent shall not be \nadjusted during the Term.\n\n          4.3. ADDITIONAL RENT. For each year during the Term that Operating \nExpenses for the Property exceed the Base Year's Operating Expenses, Tenant \nshall pay to Landlord, in addition to the Base Monthly Rent and all other \npayments due under this Lease, an amount equal to Tenant's Pro Rata Share of \nthe amount by which the actual Operating Expenses for that year exceed the Base \nYear Operating Expenses (the 'Excess Operating Expenses'). It is the intent of \nthe parties that Tenant shall pay to Landlord Tenant's Pro Rata Share of \nincreases in Operating\n\n\n                                       2\n\nExpenses for the Property over the amount of the Base Year Operating Expenses. \nPayment obligations created by to this paragraph are elements of 'Additional \nRent'. In the event that Tenant questions any amount demanded by Landlord as \nAdditional Rent, Landlord shall provide Tenant with verification of the amounts \nrequired from Tenant and Tenant shall have the right to review such \ndocumentation. In the event of any error discovered in such review process, the \namount will be appropriately adjusted.\n\n          4.4. CALCULATION OF BASE YEAR OPERATING EXPENSES. Base Year Operating\nExpenses shall be determined as the actual Operating Expenses incurred for the\nProperty during the Base Year. Within three months following the first\nanniversary of the Commencement Date, or as soon thereafter as may be practical,\nLandlord shall prepare and deliver to Tenant a schedule of Base Year Operating\nExpenses. The said schedule will fix the amount of the Base Year Operating\nExpenses for all purposes under the provisions of this Lease. Should Tenant\nquestion the said schedule, Landlord shall provide Tenant with verification of\nthe amounts set forth in the schedule. In the event Landlord, for any reason,\nneglects or fails to timely provide the required schedule of Base Year Operating\nExpenses to Tenant, such failure shall not be deemed a default under or breach\nof this Lease by Landlord for any purpose, neither shall it be deemed a waiver\nof any rights of Landlord to collect Tenant's Pro Rata Share of excess Operating\nExpenses, neither shall such failure by Landlord excuse Tenant from performance\nof any of Tenant's obligations under the provisions of this Lease. Landlord\nshall be required to deliver the required schedule of actual Base Year Operating\nExpenses to Tenant no less than 60 days prior to the date on which Tenant's\npayment is due to Landlord for Tenant's Pro Rata Share of Excess Operating\nExpenses.\n\n          4.5. SECURITY DEPOSIT. Tenant shall give Landlord as a security\ndeposit the sum of $12,308 (the 'Deposit'). Landlord shall hold the Deposit as\nsecurity for Tenant's faithful performance of all its obligations under this\nLease and may, at its option, apply the Deposit to remedy defaults in the\npayment of any charge hereunder, to repair damages to the Property caused by\nTenant, or to clean the Premises at the end of this Lease. If any portion of the\nDeposit is so applied, Tenant shall, within 10 Days after written demand\ntherefor, deliver to Landlord funds sufficient to restore the Deposit to its\noriginal amount. Landlord shall not be required to keep the Deposit separate\nfrom its general funds. Tenant shall earn no interest on the Deposit.\n\n          4.6. LATE CHARGES. Late payment of any sums due hereunder will cause\nLandlord to incur costs not contemplated by this Lease, including, without\nlimit, accounting charges and late charges that may be imposed on Landlord by\nthe terms of loans secured by the Property. If Tenant fails to deliver to\nLandlord any moneys 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 (subject to Tenant's obligation to \ncontribute to Excess Operating Expenses) 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\n\n\n                                       3\n\ninterest at the highest rate allowable by law. If Tenant desires to contest the\nvalidity or amount of any Tax applicable to the Premises, Tenant shall be\nentitled to do so and to defer payment of such Tax until final determination of\nsuch contest upon giving Landlord written notice thereof prior to commencing\nsuch contest and protecting Landlord on demand by obtaining a surety bond in the\namount of 150% of the total amount of Taxes in dispute. The surety bond shall\nhold Landlord harmless from any damages or costs incurred in connection with the\ncontest. Landlord shall, at Tenant's request, cooperate in all reasonable ways\nrequested by Tenant in connection with the contest of Taxes, provided that\nTenant pays all reasonable costs incurred by Landlord resulting from such\ncooperation.\n\n     6.   INSURANCE.\n\n          6.1. LANDLORD'S INSURANCE. Landlord shall insure the Property for up \nto 100% of its replacement value against loss or damage by those risks normally\nincluded by the insurance industry in the term 'All Risk'; any recovery from\nsuch insurance shall belong to Landlord. Landlord shall maintain comprehensive\ngeneral liability insurance insuring Landlord (and others named by Landlord, but\nnot Tenant) against liability for bodily injury, death and property damage on or\nabout the Property, with combined single limit coverage of at least $2 million.\n\n          6.2. TENANT'S INSURANCE. Tenant, at its sole expense, shall maintain:\na) All Risk coverage insurance on all fixtures, improvements, furnishings,\nmerchandise, equipment and personal property in the Premises; and b) for the\nbenefit of Tenant and Landlord, 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 limitation, 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\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\nreasonable approval.\n\n          6.3. WAIVER OF SUBROGATION. Notwithstanding anything to the contrary \nin this Lease, the parties release each other and their respective officers,\nagents, employees and servants, from all claims for damages, loss, expense or\ninjury to the Premises, and\/or to the furnishings and fixtures and equipment or\ninventory or other property of either Landlord or Tenant in, about or upon the\nPremises, which is caused by or results from perils, events or happenings which\nare covered by insurance in force at the time of any such loss or by insurance\nrequired to be carried hereunder; provided, however, that such waiver shall be\neffective only to\n\n\n\n                                       4\n\nthe extent permitted by the applicable insurance and only to the extent such \ninsurance coverage is not prejudiced thereby. Each party shall cause every \ninsurance policy obtained by it to provide that the insurance company waives \nall right of recovery by way of subrogation in connection with any damage \ncovered by such policy.\n\n     6.4.  LANDLORD INDEMNIFICATION. Tenant will indemnify and save Landlord \nharmless from and against any and all claims, actions, damages, liability and \nexpense 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 \nTenant's occupancy and\/or use of the Property, occasioned wholly or in part by \nany acts or omissions of Tenant and its Agents. If Landlord becomes a party to \nsuch Litigation commenced by or against Tenant, Tenant shall defend and hold \nLandlord harmless from all claims, liabilities, costs and expenses, and shall \npay all costs, expenses and reasonable legal fees incurred by Landlord in \nconnection with such Litigation. If Tenant is made a party to Litigation \ncommenced by or against Landlord solely as a result of Landlord's acts or \nomissions, Landlord shall defend Tenant and indemnify Tenant against the costs \nof such Litigation. The provisions of this Paragraph shall be deemed to apply \nonly to those circumstances where a portion of a loss or claim is not covered \nby existing insurance covering the indemnified party and then only to the \nextent that such loss or claim is not covered by insurance. This Paragraph \nshall not preclude application of comparative negligence if the parties or \ntheir agents are both at fault.\n\n     6.5.  TENANT INDEMNIFICATION. Landlord will indemnify and save Tenant \nharmless from and against any and all claims, actions, damages, liability and \nexpense 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 \nany acts or omissions of Landlord and its Agents or arising from or out of any \noccurrence in, upon, or at the Property (other than the Premises), except to \nthe extent that such occurrence or event was caused by the acts or omissions of \nTenant and its Agents. If Tenant becomes a party to such Litigation commenced \nby or against Landlord, Landlord shall defend and hold Tenant harmless from all \nclaims, liabilities, costs and expenses, and shall pay all costs, expenses and \nreasonable legal fees incurred by Tenant in connection with such Litigation. \nThe provisions of this Paragraph shall apply only to those circumstances where \na portion of a loss or claim is not covered by existing insurance covering the \nindemnified party and then only to the extent that such loss or claim is not \ncovered by insurance. This Paragraph shall not preclude application of \ncomparative negligence if the parties or their agents are both at fault.\n\n     6.6.  WORKER'S INSURANCE. Tenant shall keep in force for the Term and pay \nfor worker's compensation and other insurance to comply with all applicable \nRegulations.\n\n7.   MAINTENANCE.\n\n     7.1.  PREMISES. During the Term, Landlord shall maintain the Premises\n(including all interior walls, doors, doorways, lighting fixtures, plumbing\nfixtures, and all windows) in good order, condition and repair, subject to\nTenant's obligation to pay for damages caused by the acts of Tenant and its\nAgents. Tenant waives the provisions of any law permitting Tenant to make\nrepairs at Landlord's expense, including, without limitation, California Civil\nCode Sections 1941-1946. Landlord will supply janitorial services for the\nPremises as Landlord deems appropriate, but to a standard comparable to such\nservices provided to similar use buildings in the city where the \n\n\n\n                                       5\n\nProperty is located.\n     \n          7.2. COMMON AREAS. Landlord shall maintain the Common Area in\nreasonably good order and condition; however, damage caused by the acts or\nomissions of Tenant and\/or its Agents shall be repaired at Tenant's expense.\nLandlord shall maintain all improvements and appurtenances upon the Property in\ngood order, condition and repair. Tenant shall notify Landlord in writing of\nrequired repairs to the Property. Landlord shall make necessary repairs in a\nreasonable time. Maintenance and repairs shall be completed in a good and\nworkmanlike manner using such methods as Landlord deems appropriate in its sole\ndiscretion. Landlord shall make commercially reasonable efforts to perform\nmaintenance and repairs with minimum interference with Tenant's business\noperations.\n\n          7.3.  ALTERATIONS. Tenant shall make no Alteration to the Property\ncosting in excess of $2,500 without Landlord's prior written consent, which\nLandlord will not unreasonably withhold. Landlord may impose such conditions\nupon approval of an Alteration as Landlord may deem appropriate. Every\nAlteration 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 and\nelectrical systems (collectively 'Systems') shall not be used for any purpose\nother than that for which they were constructed. Tenant shall pay for repairs\nresulting from the willful misconduct of Tenant and its Agents and for any\nviolation of the provisions of this paragraph. \n\n          7.5.  LIENS. Tenant shall keep the Property free of liens arising out\nof obligations incurred, work performed or materials furnished for or to Tenant.\nTenant shall indemnify Landlord against all costs, liens and encumbrances from\nwork performed or materials furnished by or at Tenant's direction. If Tenant\nfails to obtain removal of such lien within 20 Days following its imposition,\nLandlord shall have the right, but not the obligation, to obtain such release by\nsuch means as it deems proper, including payment of the underlying claim. On\ndemand, Tenant shall reimburse Landlord for all such sums paid and expenses\nincurred by Landlord in connection therewith (including attorneys' fees and\ncosts) together with interest at the highest rate allowable by law from the date\nLandlord makes such payment until the date of reimbursement.\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 reasonable fee, which fee shall be set and, from time to time, \nadjusted by Landlord in line with fees for such services for similar use \nbuildings in the San Francisco-Oakland Bay Area.\n\n     9.   UTILITIES AND SERVICES.\n\n          9.1.  PREMISES. Landlord will make HVAC and utilities for heating and \nlighting use\n\n                                       6\n\n\navailable to the Premises during Normal Working Hours. The cost of such \nutilities and services, shall be considered a portion of the Operating \nExpenses, subject to a maximum utilities charge of $.13 per month per Usable \nSquare Foot per month. Any utility and service costs in excess of $.13 per \nUsable Square Foot per month shall be paid by Tenant to Landlord upon demand. \nShould Tenant desire to use the Premises other than during Normal Working \nHours, Tenant shall pay Landlord as Additional Rent, and within 21 days of \nreceipt of Landlord's bill therefor, the cost of providing additional utilities \nand services for the extra time and use. Landlord shall estimate the actual \ncost of such services and expenses in the best exercise of its reasonable \nbusiness judgment and bill in accordance with that estimate. Tenant shall \nprovide its own janitorial services for the Premises at Tenant's own expense.\n\n          9.2.  COMMON AREAS. Landlord shall provide Common Area utilities, \nlandscaping, janitorial and, if Landlord deems it appropriate, security \nservices, all of which shall be considered Operating Expenses, to a standard \ncomparable to other similar use buildings in the general vicinity of the \nProperty.\n\n          9.3.  LIMITATION OF LIABILITY. Landlord shall not be in default under \nthe 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 \nany such services. Notwithstanding the foregoing provisions of this Paragraph, \nin the 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, \noperatives and\/or contractors) in which case there shall be no abatement of \nrent.\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, administrative and storage and other, legal,\nrelated uses in connection with the development of computer software (including\ntesting of the software and training in its use); 2) pay Landlord the full\namount of any increased insurance premium resulting from Tenant's use of the\nPremises; 3) at its sole expense, promptly comply with all Regulations and the\nrequirements of any board of fire underwriters or other similar body now or\nhereafter constituted relating to or affecting Tenant's particular use of the\nPremises. Tenant shall not: 1) sell or permit to be kept, used or sold in or\nabout the Premises any articles prohibited by a standard form policy of fire\ninsurance; 2) do or permit anything to be done in or about the Property which\nwill obstruct or interfere with rights of other occupants of the Property or\ninjure\n\n\n                                       7\n\n\nor annoy them; 3) maintain or permit any nuisance in or about the Property; 4) \ncommit or suffer to be committed any waste in or upon the Property; 5) conduct \nor allow any auction or similar sale upon the Property; 6) do or permit \nanything to be done in or about the Property which will violate any Regulation \n[the judgment of any court of competent jurisdiction, a binding arbitration \naward, a decision after an administrative hearing or Tenant's admission in any \nLitigation (whether or not Landlord is a party) that Tenant has violated a \nRegulation shall be conclusive of that fact between Landlord and Tenant]; 7) \nplace a sign upon the Property; 8) do or permit anything to be done which will \nincrease existing insurance premiums for the Property or cause cancellation of \nany policy covering any of the Property. However, Tenant shall not be required \nto comply with or cause the Premises to comply with any Regulations requiring \nthe construction of improvements in the Premises unless the compliance with any \nof the foregoing is necessitated by Tenant's particular use of the Premises.\n\n     11.  DEFAULTS AND REMEDIES.\n          11.1.     TENANT'S DEFAULT. The occurrence of any one or more of the \nfollowing events shall constitute a default and breach of this Lease by Tenant:\n(a) Tenant's failure to pay any Rent or charges required to be paid by Tenant \nunder this Lease within 5 days of Landlord's delivery of written notice to \nTenant that said amounts are past due; (b) Tenant's abandonment or vacation of \nthe Premises; (c) Tenant's failure to promptly and fully perform any other \ncovenant, condition or agreement contained in this Lease where such failure \ncontinues for 30 days after written notice from Landlord to Tenant of such \ndefault; (d) the levy of a writ of attachment or execution on this Lease or on \nany of the property of Tenant located in the Premises; (e) the making by Tenant \nof a general assignment for the benefit of its creditors or of an arrangement, \ncomposition, extension or adjustment with its creditors; (f) the filing by or \nagainst Tenant of a petition for relief or other proceeding under federal \nbankruptcy laws or state or other insolvency laws, which petition is 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 \nparts (e) or (f) above in respect of any partner or principal in the Tenant \nentity. Except as otherwise specified by this Paragraph, in the event a \nnonmonetary default occurs which cannot reasonably be cured within the time \nperiod specified above and Tenant commences corrective action within said time \nperiod, Tenant shall not be subject to penalty under this Lease so long as \nTenant prosecutes such corrective action diligently and continuously to \ncompletion.\n          11.2.     LANDLORD'S REMEDIES. 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(a) or 11.2(b) Notwithstanding any other provision of \nthis Lease, the Lessor has the remedy described in California Civil Code \nSection 1951.5 (Lessor (Landlord) may continue lease in effect after Lessee's \n(Tenant's) breach and abandonment and recover rent as it becomes due, if Lessee \n(Tenant) has the right to sublet or assign, subject only to reasonable \nlimitations):\n\n                    (a) To immediately terminate this Lease and Tenant's right\n          to possession of the Premises by giving written notice to Tenant and\n          to recover from Tenant an award of\n\n\n\n                                       8\n\n        damages equal to the sum of (i) the worth at the time of award of the\n        unpaid rental which had been earned at the time of termination, (ii) the\n        worth at the time of award of the amount by which the unpaid rental\n        which would have been earned after termination until the time of award\n        exceeds the amount of such rental loss that Tenant affirmatively proves\n        could have been reasonably avoided, (iii) the worth at the time of award\n        of the amount by which the unpaid rental for the balance of the term\n        after the time of award exceeds the amount of such rental loss that\n        Tenant affirmatively proves could be reasonable avoided, (iv) any other\n        amount necessary to compensate Landlord for all the detriment either\n        proximately caused by Tenant's failure to perform Tenant's obligations\n        under this Lease or which in the ordinary course of things would be\n        likely to result therefrom, and (v) all such other amounts in addition\n        to or in lieu of the foregoing as may be permitted from time to time\n        under applicable law; or\n\n           (b) To have this Lease continue in effect for so long as Landlord\n        does not terminate this Lease and Tenant's right to possession of the\n        Premises, in which event Landlord shall have the right to enforce all of\n        the rights and remedies provided by this Lease and by law, including the\n        right to recover the rental and other charges payable by Tenant under\n        this Lease as they become due.\n\nFor purposes of this Section 11, the worth at the time of award of the amounts\nreferred to in Paragraph 11.2(a)(i) and 11.2(a)(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(a)(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 shall\ninclude Base Monthly Rent plus the aggregate amount of all Additional Rents and\nother charges and amounts payable by Tenant pursuant to the provisions of this\nLease.\n\n        11.3.  LANDLORD'S DEFAULT. Landlord will be in default if Landlord fails\nto perform any obligation required of Landlord (other than a delay in delivery\nof possession as provided for in Section 3 of this Lease) with 30 days after\nwritten notice by Tenant, specifying wherein Landlord has failed to perform such\nobligation; provided that if the nature of Landlord's obligation is such that\nmore than 30 days are required for performance, then Landlord shall not be in\ndefault if Landlord commences performance within 30 days of Tenant's written\nnotice to Landlord of the problem and thereafter diligently prosecutes the same\nto completion. Except as expressly set forth in this Lease, Tenant shall not\nhave any right whatsoever to terminate this Lease or to withhold, reduce or\noffset any amount against any payments of rents or charges due and payable under\nthis Lease.\n\n        12.  TERMINATION. Upon expiration of the Term or the early termination\nof this Lease (collectively 'Termination'), Tenant shall deliver up and\nsurrender to Landlord possession of the Premises in as good order and condition\nas when Tenant took possession excepting only ordinary wear and tear. Tenant's\nobligation with respect to the surrender of the Premises shall be fulfilled if\nTenant surrenders possession of the Premises in the condition existing at the\nCommencement Date, except for ordinary wear and tear, casualties, condemnation,\nHazardous Materials (other than those released or emitted by Tenant in or about\nthe Premises) and \n\n\n                                       9\n\nalterations or other interior improvements which Landlord states in writing may \nbe surrendered at the termination of the Lease. Upon Termination, Landlord may \nreenter the Premises and remove all persons and property therefrom. If Tenant \nfails to remove anything that Tenant is required or entitled to remove from the \nPremises on Termination, Landlord may remove the same and store or dispose of \nsuch item(s) in accordance with Civil Code Sections 1980-91. Tenant shall pay \nto Landlord on demand all expenses incurred in such removal and storage and in \ncleaning the Premises. If the Premises are not surrendered at the end of the \nTerm, Tenant shall indemnify Landlord against all losses resulting from \nTenant's delay in surrendering the Premises. If Tenant remains in possession of \nthe Premises after expiration of the Term and if Landlord and Tenant have not \nexecuted an express written agreement as to such holding over, then such \noccupancy shall be a tenancy from month to month at a Base Monthly Rent fixed \nat 125% of the Base Monthly Rent in effect immediately prior to such \nexpiration, such payments to be made as herein provided. In the event of such \nholding over, all terms of this Lease including the obligation for payment of \nall charges owing hereunder shall remain in force and effect on said month to \nmonth basis. The voluntary or other surrender of this Lease by Tenant, if \naccepted by Landlord, or a mutual cancellation thereof, shall not work a \nmerger, but shall, at the Landlord's option, terminate or operate as an \nassignment to Landlord of any or all subleases 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 \ntransfer of possession and Tenant shall have no claim against Landlord for the \nvalue of the unexpired Term.\n\n          13.2.  PARTIAL CONDEMNATION. If any portion of the Premises is taken\nby Condemnation during the Term, this Lease shall remain in full force and\neffect; except that if a partial taking leaves the Premises unsuitable for\noccupancy, 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. Either party\nmay exercise its right to terminate this Lease by serving 30 Days written notice\nto the other within 30 Days of their receipt of notice of condemnation, except\nthat Tenant's notice shall be ineffective if Landlord serves written notice upon\nTenant of Landlord's election to provide alternate space equivalent to that\ncondemned within 10 Days of Tenant's deliver of notice to Landlord pursuant to\nthis Paragraph. Tenant shall have the right of reasonable approval of\nreplacement space. Landlord shall be required to deliver the alternate space to\nTenant within 60 Days of Landlord's notice to Tenant of its election to provide\nalternate space. All rent and other obligations of Tenant under this Lease shall\nbe paid to the date of Termination; Tenant shall have no claim against Landlord\nfor any unexpired portion of the Term if the Lease is terminated under the\nprovisions of this Paragraph. If this Lease is not canceled after a partial\ntaking, Base Monthly Rent and Tenant's Pro Rata Share shall be adjusted to\nreflect the net change in the Floor Area of the Premises. TENANT WAIVES\nCALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1265.130.\n\n          13.3.  AWARD TO TENANT. In the event of Condemnation, Tenant may \nclaim from the condemnor such compensation as Tenant may separately recover for \nmoving costs, loss of business, fixtures or equipment belonging to Tenant. \nTenant shall have no other right to recover\n\n\n\n                                       10\n\nfrom Landlord or the condemnor for any additional claims arising out of such \ntaking.\n\n     14.  LANDLORD'S ENTRY. Landlord and its Agents may enter the Premises at \nall reasonable times to: inspect; make repairs or Alterations; post 'For Lease' \nsigns during the last 120 Days of the Term; show the Premises during the last \n120 days of the Term; and\/or to post notices of nonresponsibility. Landlord \nshall have such right of entry without any rebate of rent to Tenant for any \nloss of occupancy or quiet enjoyment of the Premises. Landlord shall provide 24 \nhours' notice of intended entry except under circumstances Landlord deems an \nemergency. Landlord shall make commercially reasonable efforts to minimize any \ninterference with Tenant's operations in connection with any entry by Landlord \nupon the Premises pursuant to this Paragraph.\n\n     15.  LIMITATION OF LIABILITY AND INDEMNITY: This Section 15, inclusive of \nall paragraphs and subparagraphs, supersedes each and every other provision of \nthis Lease.\n\n          15.1. LIMITATION OF LANDLORD'S LIABILITY. LANDLORD SHALL NOT BE \nLIABLE FOR AMOUNTS EXCEEDING INSURANCE COVERAGE MAINTAINED BY LANDLORD UNDER \nTHIS LEASE ('EXISTING COVERAGE') RESPECTING ANY INJURY OR DAMAGE, PROXIMATE OR \nREMOTE, OCCURRING THROUGH OR CAUSED BY REPAIRS OR ALTERATIONS TO THE PROPERTY, \nUNLESS THE INJURY OR DAMAGE ARISES FROM LANDLORD'S NEGLIGENCE, WILLFUL \nMISCONDUCT, OR BREACH OF THIS LEASE ('LANDLORD'S ACTS'). EXCEPT FOR LOSSES \nARISING FROM LANDLORD'S ACTS, LANDLORD SHALL HAVE NO LIABILITY IN EXCESS OF \nEXISTING COVERAGE FOR ANY INJURY OR DAMAGE OCCASIONED BY DEFECTIVE ELECTRIC \nWIRING, OR THE BREAKING, BURSTING, STOPPAGE OR LEAKING OF THE PLUMBING, \nAIR-CONDITIONING, HEATING, FIRE CONTROL SPRINKLER SYSTEMS OR GAS, SEWER OR \nSTEAM PIPES.\n\n          15.2.  LIMITATION ON ENFORCEMENT OF REMEDIES. NOTWITHSTANDING ANY \nOTHER 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 ANY AND ALL JUDGMENTS, AWARDS AND\/OR ORDERS AGAINST LANDLORD \nRELATING TO OR ARISING OUT OF TENANT AND ITS AGENTS' OCCUPANCY AND USE OF THE \nPROPERTY AND\/OR IN THE EVENT OF ANY DEFAULT BY LANDLORD UNDER THIS LEASE; AND \nNO OTHER 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 RIGHTS TO COLLECT OR ENFORCE ANY \nAND ALL ORDERS, AWARDS AND\/OR JUDGMENTS AGAINST LANDLORD IN EXCESS OF \nLIMITATIONS IMPOSED BY THIS SECTION 15. TENANT SHALL REQUIRE EVERY SUBTENANT \nAND ASSIGNEE OF TENANT AGREE TO BE BOUND BY THE WAIVER SET FORTH IN THIS \nSECTION. LANDLORD'S EXPOSURE AS SET FORTH IN THIS SECTION 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 SECTION INCLUDE DUTIES OF EXPRESS AND\/OR IMPLIED INDEMNITY. 'LANDLORD' \nINCLUDES ALL PERSONS AND ENTITIES WHO NOW OR HEREAFTER OWN AN INTEREST IN \nLANDLORD.\n\n\n                    Initial                  Initial\n\n\n                                       11\n\n     16.  ASSIGNMENT AND SUBLETTING. Tenant shall not directly or indirectly: \n(1) assign this Lease in whole or in part; (2) sublet any part or all of the \nPremises; (3) license the use of all or any part of the Premises or a business \nconducted thereon; or (4) encumber or hypothecate this Lease (collectively \n'Transfer'), without first obtaining Landlord's written consent, which consent \nshall not be unreasonably withheld or delayed. 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 \nother reorganization of Tenant is a Transfer of this Lease. Tenant's request \nfor consent to any assignment, sublease or other transfer shall be in writing \nand shall include the following: (a) the name and legal composition of the \nproposed transferee; (b) the nature of the proposed transferee's business to be \ncarried on in the Premises; (c) the terms and provisions of the proposed \nassignment or sublease; and (d) such financial and other information as \nLandlord may reasonably request concerning the proposed transferee or \nconcerning the proposed assignment or sublease. Any Transfer of this Lease, in \nwhole or in part, without Landlord's prior written consent shall constitute a \ndefault under this Lease. Landlord's consent to any Transfer shall not \nconstitute a waiver of the need for such consent to any subsequent Transfer. \nTenant may, without Landlord's prior written consent sublet the Premises or \nassign the Lease to (i) a subsidiary, affiliate, division or corporation, \ncontrolling, controlled by or under common control with Tenant. Landlord's \nfailure to respond in writing to Tenant's request for consent to a Transfer \nwithin 30 Days of the delivery of the request to Landlord shall constitute \nLandlord's consent to the Transfer.\n\nNotwithstanding the preceding Paragraph of this Section, provided that Tenant \nremains a publicly traded company and merges with or is purchased by another \npublicly traded company of equal or greater financial strength than Tenant, the \ntransaction shall not be considered a Transfer of the Tenant's interest in this \nLease.\n\nNotwithstanding any Transfer with or without Landlord's consent, Tenant shall\nremain fully liable on this Lease unless expressly released by Landlord in\nwriting. Without limiting other reasons or circumstances, Landlord and Tenant\nagree that it is reasonable for Landlord to withhold consent if, in Landlord's\njudgment: (i) in the case of an assignment of the Tenant's interest in this\nLease, the financial strength of the proposed assignee is not commensurate with\nthe obligations of the Lease; (ii) the proposed use would be incompatible with\nthe use of the rest of the Property; or (iii) the proposed use would generate\ntraffic and\/or wear and tear materially in excess of Tenant's use. If Landlord\nconsents to a Transfer, Tenant shall pay Landlord's reasonable attorneys' fees\nincurred in connection with such consent. Tenant shall pay to Landlord 50% of\nall Excess Rent received by Tenant directly or indirectly in respect of Transfer\nof all or any part of this Lease or of the Premises. 'Excess Rent' means, in the\ncase of an assignment, all consideration attributable to this Lease and, in the\ncase of a sublease, all consideration in excess of the rents and charges\nreserved under this Lease. Tenant, however, shall not be required to pay\nLandlord any Excess Rent until Tenant has deducted therefrom the costs to Tenant\nto effectuate the assignment or sublease, including attorneys' fees, leasing\ncommissions and remodeling costs.\n\n\n                                       12\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 \nSection, Landlord shall, within 90 Days of the occurrence of the damage, \nproceed to repair the Building, on substantially the same plan as existed \nimmediately before the occurrence of damage. Tenant shall be liable for repair \nand replacement of all fixtures, leasehold improvements, furnishings, \nmerchandise, equipment and Tenant's personal property not covered by insurance. \nIf Tenant is able to continue to conduct its business during the making of \nrepairs, the Base Monthly Rent will be reduced during the repair period in the \nproportion that the unusable part of the Premises bears to the whole. \nNotwithstanding any other provision of this Lease, if the discounted present \nvalue of the Base Monthly Rent due for the remaining Term, using as the \ndiscount rate the prime commercial lending rate in effect at the Bank of \nAmerica, NT&amp;SA, as of the date of the damage is less than the cost of repairing \nthe damage to the Premises, Landlord may terminate this Lease on 10 Days' \nwritten 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. Hazardous \nMaterial (as defined below) shall not be brought upon, manufactured, generated, \ndisposed of, handled, used, kept or stored (collectively 'Handled' or \n'Handling') in, on, about or under the Property by Tenant and its Agents \nwithout Landlord's prior written consent.\n\n               18.1.2.    APPLICABLE REGULATIONS. If any Hazardous Material is \nHandled, in, on, about or under the Property by Tenant and its Agents, Tenant \nshall bear all responsibility for ensuring that such material shall be handled \nin compliance with all Environmental, Health and Safety Requirements regulating \nsuch Hazardous Material. Tenant shall procure, maintain in effect and comply \nwith all conditions and requirements of any and all permits, licenses and other \ngovernmental and regulatory approvals or authorizations required by \nEnvironmental, Health or Safety Requirements relating to the Handling of \nHazardous Material. Tenant shall give Landlord copies of all such permits, \nlicenses, or other regulatory approvals within 5 Days of receipt.\n\n               18.1.3.    RESTORATION. If, as a result of actions caused or \npermitted by Tenant and its Agents, Hazardous Material in, on, about or under \nthe Property or any adjoining property results in contamination of the Property \nor other property, Tenant, at its sole expense, shall promptly take all actions \nas are necessary to return the Property and\/or the other affected property to \nthe condition existing prior to such contamination ('Restoration'). Tenant \nshall not, however, undertake Restoration without first providing Landlord with \nwritten notice and\n\n\n                                       13\n\nobtaining Landlord's approval of the restoration procedures, work and\ncontractor. Tenant shall effect Restoration in compliance with all\nEnvironmental, Health and Safety Requirements. Tenant shall not enter into any\nsettlement agreement, consent decree or compromise respecting any claims\nrelating to Hazardous Material connected with the Property without first\nnotifying Landlord of its intention to do so and affording Landlord ample\nopportunity to appear, intervene or appropriately assert and protect Landlord's\ninterests.\n\n        18.1.4.  REMOVAL. On Termination, Tenant shall remove from the Property\nall Hazardous Materials in, on, about or under the Property Handled by Tenant\nand its Agents and all receptacles and containers therefor, and shall cause such\nHazardous Materials, receptacles and containers to be Handled, transported and\ndisposed of pursuant to all applicable Environmental, Health and Safety\nRequirements. Hazardous Materials, receptacles and containers shall be removed\nby duly licensed haulers, transported to and disposed of at duly licensed\nfacilities for the disposal of such Hazardous Materials, receptacles or\ncontainers. Tenant shall deliver to Landlord copies of all documentation\nrelating to Handling of Hazardous Materials, receptacles or containers therefor,\nreflecting legal and proper Handling. Tenant shall, at its sole expense, repair\nall damage to the Property resulting from its removal of Hazardous Materials,\nreceptacles and containers. Tenant shall continue to pay rent until completion\nof such removal and repairs.\n\n        18.1.5.  TENANT'S WRITTEN CONFIRMATION. Tenant shall execute such\ndocuments as Landlord may request as to Tenant's knowledge of the presence of\nHazardous Materials in, on, about or under the Property. On each anniversary of\nthe Commencement Date, Tenant shall give Landlord a letter stating the during\nthe preceding year Tenant complied with this Section 18 or, if Tenant has not so\ncomplied, stating the details of noncompliance.\n\n        18.1.6.  TENANT'S DUTY TO NOTIFY LANDLORD. Tenant shall notify Landlord\nin writing immediately upon learning of: (1) enforcement, cleanup, remediation\nor other action threatened, instituted or completed by any governmental or\nregulatory agency or private person with respect to the Property or any\nadjoining property relating to Hazardous Materials; (2) any claim threatened or\nmade by any person against Tenant, Landlord, the Property or any adjoining\nlandowner, Tenant or property for personal injury, compensation or any other\nmatter relating to Hazardous Materials; and (3) any reports made by or to any\ngovernmental or regulatory agency with respect to the Property or any adjoining\nproperty relating to Hazardous Materials, including without limitation, any\ncomplaints, notices or asserted violations in connection therewith. Tenant shall\nsupply to Landlord as promptly as possible, and in any event within 5 Days after\nTenant first receives or sends the same, copies of all claims, reports,\ncomplaints, notices, warnings, asserted violations or other documents relating\nin any way to the foregoing.\n\n        18.2.  LANDLORD'S RIGHTS. Landlord and its Agents shall have the right\nto communicate, verbally or in writing, with any regulatory agency or any\nenvironmental 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 and its\nAgents of Hazardous Materials results in contamination of the Property, or if\nany lender or governmental agency requires an investigation to determine whether\nthere is contamination of the Property or any adjoining property as a result of\nthe Handling of Hazardous Materials by Tenant and its Agents, then Tenant shall\nindemnify, defend and hold Landlord and its Agents and all of \n\n\n                                       14\n\n\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, diminution in \nvalue of the Property, damages for the loss or restriction on use of rental or \nusable space or of any other amenity of the Property, damages arising from any \nadverse impact on marketing of space in the Property, other consequential \ndamages and sums paid in settlement of claims, attorneys' fees, consultants' \nfees and experts' fees) which arise during or after the Term as a result of \nsuch contamination. This indemnification includes, without limitation, costs \nincurred in connection with removal or restoration work required by any \nregulatory agency and\/or private persons because of the presence of Hazardous \nMaterials in the soil or groundwater in, on, about or under the Property or any\nadjoining property as a result of the acts of Tenant and its Agents and legal \nfees and expenses incurred by Landlord relating to such claims, demands, \ninvestigations and 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 conduct of \nTenant and its Agents, Tenant shall pay, on delivery of Landlord's invoice, all \ncosts and expenses reasonably incurred by Landlord in connection with such \ninvestigation, monitoring, and testing.\n\n     18.5. DEFINITIONS. The following terms shall have the following meanings:\n\n          18.5.1. 'HAZARDOUS MATERIAL': means (a) any petroleum or chemical \nproducts, whether in liquid, solid, or gaseous form, or any fraction or \nby-product thereof, (b) asbestos or asbestos-containing materials, (c) \npolychlorinated biphenyls (PCBs), (d) radon gas, (e) underground storage \ntanks, (f) any explosive or radioactive substances, (g) lead or lead-based \npaint, or (h) any other substance, material, waste or mixture now or hereafter \nduring the term of this lease listed, defined or otherwise determined by any \ngovernmental authority to be hazardous, toxic, dangerous or otherwise \nregulated, controlled or giving rise to liability under any Environmental \nHealth and Safety Requirements.\n\n          18.5.2. 'ENVIRONMENTAL HEALTH AND SAFETY REQUIREMENTS' means any \nfederal, state or local law or rule (whether imposed by statute, administrative \nor judicial order, or common law), now in force or hereafter enacted, governing \nhealth, safety, industrial hygiene, the environment, natural resources, or \nHazardous Materials, including, without limitation, such laws governing or \nregulating the use, generation, storage, removal, recovery treatment, handling, \ntransport, disposal, control, discharge of, or exposure to Hazardous Materials. \nAll Environmental Health and Safety Requirements are Regulations under the \nterms of this Lease.\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 \nTIMES, REMAIN TENANT'S SOLE RESPONSIBILITY, EVEN IF THE HAZARDOUS MATERIALS \nORIGINATE FROM THE PROPERTY. NO ACT BY LANDLORD OR ITS AGENTS SHALL CONSTITUTE \nASSUMPTION BY LANDLORD OF ANY OBLIGATIONS, DUTIES, LIABILITIES OR \n\n\n                                       15\n\nRESPONSIBILITIES PERTAINING TO TENANT'S COMPLIANCE WITH ANY ENVIRONMENTAL, \nHEALTH OR SAFETY REQUIREMENTS. NOTWITHSTANDING TERMINATION OF THIS LEASE, \nTENANT SHALL RETAIN ALL LIABILITY AND RESPONSIBILITY FOR COMPLIANCE WITH \nREGULATIONS AND ENVIRONMENTAL, HEALTH OR SAFETY REQUIREMENTS CONCERNING TENANT \nAND ITS AGENTS' HANDLING OF HAZARDOUS MATERIALS. TENANT SHALL INDEMNIFY AND \nHOLD LANDLORD AND ITS AGENTS HARMLESS FROM ALL COSTS AND EXPENSES ASSOCIATED \nWITH 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. \nTenant shall provide to Landlord a copy of the reports for each such inspection \nwithin 15 days of Tenant's receipt of such reports.\n\n     18.8. COOPERATION. Tenant will not interfere with Landlord's acts pursuant \nto 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     18.10. SPECIAL MATTERS.\n\n            18.10.1. STORAGE TANKS: TENANT SHALL NOT INSTALL ANY STORAGE TANKS \nON THE PROPERTY WITHOUT LANDLORD'S PRIOR WRITTEN CONSENT.\n\n            18.10.2. FLAMMABLE CHEMICALS: Tenant shall store all flammable \nchemicals in a metal storage cabinet. Flammable Chemicals includes, without \nlimitation, turpentine, thinner, brush cleaner, solvents and other combustible \nproducts.\n\n            18.10.3. NFPA WARNINGS: If Tenant uses any chemicals on the \nPremises Tenant shall post an NFPA diamond on the exterior side of the door to \nthe Premises.\n\n     18.11. LANDLORD'S OBLIGATIONS. Landlord's obligations are:\n            \n            18.11.1. COMPLIANCE WITH REGULATIONS. If Landlord and its Agents \nHandle Hazardous Material in, on, about or under the Property, such material \nshall be Handled in compliance with all Environmental, Health and Safety \nRequirements.\n\n            18.11.2. RESTORATION. If, as a result of Landlord's bringing \nHazardous Material upon the Property, any contamination of the Property or the \nsurrounding environment occurs, Landlord shall promptly take all necessary \nactions to return the Property and\/or the surrounding environment to the \ncondition existing prior to such contamination.\n\n            18.11.3. DUTY TO NOTIFY TENANT. Landlord shall notify Tenant in \nwriting upon learning of: (1) enforcement, cleanup, remediation or other action \nthreatened, instituted or completed by any regulatory agency or private person \nwith respect to the Property relating to Hazardous Materials; (2) any claim \nthreatened or made against Landlord respecting the Tenant or the Property for \npersonal injury, compensation or any other matter relating to Hazardous \nMaterials; and (3) reports made by or to any regulatory agency respecting the \nProperty, complaints, notices or asserted violations in connection therewith. \nLandlord shall supply to Tenant copies of claims, notices, warnings, or other \ndocuments relating to the foregoing.\n\n           18.11.4. INDEMNITY OF TENANT. If Hazardous Materials, resulting from\n\n\n                                       16\n\nLandlord's acts, contaminate the Property, or if the Property is contaminated \non the Commencement Date, Landlord shall indemnify, defend, protect and hold \nTenant and its Agents harmless from and against any and all claims, damages, \npenalties, costs, liabilities and losses 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 communications \nshall be in writing personally delivered or sent by certified mail, return \nreceipt requested, postage prepaid, properly addressed to the other party at \nthe address set forth by its signature below, or at such other address as may \nbe designated in writing by one party to the other. Notice shall be effective \non personal delivery or on the date indicated on the post office's certified \nmail 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 determinative of meaning. Time is \nof the essence in performance of all obligations. This Lease constitutes the \nentire agreement between the parties respecting the subject matters that it \naddresses. This Lease supersedes all prior oral and written agreements \nrespecting the hiring of the Premises. Provisions of this Lease may be waived, \namended or repealed only by all parties' written consent. This Lease binds and \ninures to the benefit of the parties and their heirs, personal representatives, \nsuccessors and assigns. Should any provision of this Lease require judicial \ninterpretation, it is agreed that the court interpreting or construing the same \nshall not apply a presumption that the terms shall be more strictly construed \nagainst one party by reason of the rule that a document is to be construed more \nstrictly against the party responsible for its preparation; the parties agree \nthat all parties have participated in the preparation of this Lease.\n\n          19.4.  MEMORANDUM. If Landlord requests a Memorandum of Lease, the \nparties shall execute, acknowledge and record a document identifying: the \nparties, Premises, Term and Commencement Date. No other memorandum of this \nLease shall 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 \nLease for the corporation and that the Lease binds the corporation in \naccordance with its terms. Each individual executing this Lease on behalf of a \npartnership warrants that he is duly authorized to execute and deliver this \nLease for the partnership and that this Lease binds the partnership in \naccordance with its terms.\n\n          19.6.  LITIGATION. All Litigation arising out of or in connection with\nthis Lease shall be venued in Contra Costa County, California. The prevailing\nparty shall recover costs of suit and attorneys' fees, whether or not the matter\nproceeds to judgment or award.\n\n          19.7.  SUBORDINATION OF LEASEHOLD. This Lease shall, at all times, be\nsubordinate to the lien of any loan which Landlord may secure with the Property.\nTenant shall execute written instruments to effect such subordination\nconditioned upon the lienholder executing a nondisturbance agreement providing\nthat absent Tenant's default, the lienholder will allow\n\n\n\n                                       17\n\nTenant to remain in possession of the Premises, subject to the provisions of \nthis Lease, for the duration of the Term.\n\n     19.8.  ESTOPPEL. Within 15 Days of Landlord's request, Tenant shall \ncomplete, execute and deliver to Landlord a certification: (a) that this Lease \nis unmodified and in full force and effect (or if modified, stating the nature \nof such modification and certifying that this Lease as so modified is in full \nforce 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 the completion\nof foreclosure against the Property, Tenant shall attorn to the Landlord's\nsuccessor in interest.\n\n     19.10. LENDER'S REQUESTS. Tenant shall consent to Lease amendments \nrequested by any lender against the Property, provided that such amendments do \nnot materially affect Tenant's obligations. Tenant shall timely supply \nfinancial information requested by such lender.\n\n     19.11. 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     19.12. TENANT IMPROVEMENTS. Landlord shall have no obligation to modify or \nimprove the Premises or the Property in connection with this Lease. Landlord \nshall, however, reimburse Tenant in an amount not to exceed $13,675 for the \ncost of replacement of the flooring in the Premises; reimbursement shall be \nmade within 15 Days of Tenant's delivery to Landlord of appropriate evidence of \npayment of the requested amount for the replacement flooring or a billing from \na licensed contractor for the completion of the said work, without regard to \nwhether it has been paid. Tenant shall comply with all provisions of this Lease \nregarding Alterations in performing the modifications and other improvements to \nthe Premises contemplated by Tenant.\n\n     19.13. SUBMISSION. Submission of this document to Tenant does not create a \nreservation for a lease or any rights respecting the Premises prior to \nLandlord's execution.\n\n     19.14. ARBITRATION OF DISPUTES. NOTWITHSTANDING ANY OTHER PROVISION OF \nTHIS LEASE, THE PROVISIONS OF THIS SECTION APPLY TO ALL DISPUTES ARISING OUT OF \nTHE LEASE SAVE AND EXCEPT UNLAWFUL DETAINER PROCEEDINGS; NOTHING IN THIS \nAGREEMENT SHALL BE INTERPRETED TO REQUIRE LANDLORD TO SUBMIT UNLAWFUL DETAINER \nPROCEEDINGS TO ARBITRATION. IF A CONTROVERSY, CLAIM OR DISPUTE EXCLUDING \nUNLAWFUL DETAINER PROCEEDINGS AND ISSUES RAISED IN CONNECTION THEREWITH \n(COLLECTIVELY 'DISPUTE'). THE TERM 'DISPUTE' SHALL NOT BE CONSTRUED TO INCLUDE \nUNLAWFUL DETAINER PROCEEDINGS. IN THE EVENT THAT A\n\n\n\n\n                                       18\n\n\nDISPUTE BETWEEN THE PARTIES ARISES OUT OF THIS LEASE, THE DISPUTE SHALL BE \nSUBMITTED TO BINDING ARBITRATION TO BE CONDUCTED UNDER THE COMMERCIAL \nARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION, JUDGMENT ON THE \nARBITRATOR'S AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. \nCALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1283.05 SHALL APPLY TO SUCH \nARBITRATION.\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 \nJURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL \nRIGHTS TO DISCOVERY AND APPEAL UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN \nTHE '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         \/s\/  [SIG]                                 \/s\/  [SIG]\n         ----------                                 ----------\n          Initial                                    Initial\n\n\n     19.15.    BROKERAGE. This transaction has been negotiated by the parties \nwithout the assistance or participation of real estate licensees. Tenant \nrepresents to Landlord that Tenant has been assisted by any real estate \nlicensee in connection with this transaction.\n\n     19.16.    COOPERATION. Tenant will not interfere with Landlord's actions \npursuant to any Regulation affecting the Property. Tenant will comply with all \nreasonable procedures promulgated by Landlord relating to the matters covered \nby 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\n\n                                       19\n\n\n\n     19.17.   PARKING. Tenant shall have the non-exclusive right to the use of\n16 off-street parking places.\n\n     19.18.   MEASUREMENTS. All measurements respecting Usable Square Feet,\nRentable Square Feet and Floor Areas are approximate. Landlord reserves the\nright to re-measure the Premises and the Building at any time. In the event that\nsuch re-measurement indicates sizes different than those used in this lease, the\nlease will be appropriately amended to reflect any required corrections\nprospectively.\n\n     19.19.   PREPARATION. This Lease was prepared by the Law Offices of Graves\n&amp; Allen ('G&amp;A') acting solely as counsel for Landlord. Tenant has had the\nopportunity to review this Lease and have it reviewed by such legal counsel and\nother advisors as Tenant deems necessary or appropriate. Tenant acknowledges\nthat G&amp;A has not acted as counsel for Tenant or provided Tenant any advice in\nconnection with this transaction. Tenant understands that this document affects\nsignificant legal rights.\n\nApproved and executed:\n\n            LANDLORD:                                    TENANT:\n   POINT RICHMOND R&amp;D ASSOCIATES,                PIXAR ANIMATION STUDIOS,  \n A California Limited Partnership                a California Corporation\n\n\n\nBy  \/s\/  [SIG]                                  By  \/s\/  [SIG]\n  --------------------------------                ------------------------------\n        Authorized Signature                         Authorized Signature\n\n\n                                                --------------------------------\n                                                   Please print name and title\n\n\nDate: 1\/13\/99                                   Date:\n                                                     ---------------\n\n        ADDRESS FOR NOTICES:                                ADDRESS FOR NOTICES:\n     1120 Nye Street, Suite 400 \n        San Rafael, CA 94901    \n\n\n                                       20\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-41764","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\/41764","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=41764"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41764"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41764"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41764"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}