\n1. Premises……………………………………………………………………………………….1
\n2. Possession and Lease Commencement…………………………………………………………………1
\n3. Term…………………………………………………………………………………………..2
\n4. Use……………………………………………………………………………………………2
\n5. Rules and Regulations……………………………………………………………………………5
\n6. Rent…………………………………………………………………………………………..5
\n7. Operating Expenses………………………………………………………………………………6
\n8. Insurance and Indemnification……………………………………………………………………12
\n9. Waiver of Subrogation…………………………………………………………………………..15
\n10. Landlord’s Repairs and Maintenance……………………………………………………………….15
\n11. Tenant’s Repairs and Maintenance…………………………………………………………………16
\n12. Alterations……………………………………………………………………………………16
\n13. Signs…………………………………………………………………………………………18
\n14. Inspection\/Posting Notices………………………………………………………………………18
\n15. Services and Utilities………………………………………………………………………….19
\n16. Subordination………………………………………………………………………………….21
\n17. Financial Statements……………………………………………………………………………22
\n18. Estoppel Certificate……………………………………………………………………………22
\n19. Security Deposit……………………………………………………………………………….23
\n20. Limitation of Tenants Remedies…………………………………………………………………..23
\n21. Assignment and Subletting……………………………………………………………………….24
\n22. Authority……………………………………………………………………………………..27
\n23. Condemnation…………………………………………………………………………………..27
\n24. Casualty Damage………………………………………………………………………………..28
\n25. Holding Over…………………………………………………………………………………..30
\n26. Default……………………………………………………………………………………….31
\n27. Liens…………………………………………………………………………………………34
\n28. Substitution…………………………………………………………………………………..34
\n29. Transfers by Landlord…………………………………………………………………………..35
\n30. Right of Landlord to Perform Tenants Covenants…………………………………………………….35
\n31. Waiver………………………………………………………………………………………..35
\n32. Notices……………………………………………………………………………………….36
\n33. Attorneys’ Fees………………………………………………………………………………..37
\n34. Successors and Assigns………………………………………………………………………….37
\n35. Force Majeure………………………………………………………………………………….37
\n36. Surrender of Premises…………………………………………………………………………..37
\n37. Parking……………………………………………………………………………………….38
\n38. Miscellaneous………………………………………………………………………………….39
\n39. Additional Provisions…………………………………………………………………………..41
\n40. Jury Trial Waiver………………………………………………………………………………42
\n Signatures…………………………………………………………………………………….19
\n Addendum………………………………………………………………………………………20<\/p>\nExhibits:
\n Exhibit A………………………………………………………………………Rules and Regulations
\n Exhibit B……………………………………………………………..Site Plan, Property Description
\n Exhibit C…………………………………………………………………Lease Improvement Agreement
\n Additional Exhibits as Required
\n<\/c><\/s><\/table>\n
2<\/p>\n
LEASE<\/p>\n
THIS LEASE is made as of the 19th day of August, 1998, by and between
\nSpieker Properties, L.P., a California limited partnership (hereinafter called
\n“Landlord”), and Heuristic Physics Laboratories, Inc., a California corporation
\n(hereinafter called “Tenant”).<\/p>\n
1. PREMISES<\/p>\n
Landlord leases to Tenant and Tenant leases from Landlord, upon the
\nterms and conditions hereinafter set forth, those premises (the “Premises”)
\noutlined in red on Exhibit B and described in the Basic Lease Information. The
\nPremises shall be all or part of a building (the “Building”) and of a project
\n(the “Project”), which may consist of more than one building and additional
\nfacilities, as described in the Basic Lease Information. The Building and
\nProject are outlined in blue and green respectively on Exhibit B. Subject to
\nParagraph 38.E. Landlord and Tenant acknowledge that physical changes may occur
\nfrom time to time in the Premises, Building or Project, and that the number of
\nbuildings and additional facilities which constitute the Project may change from
\ntime to time, which may result in an adjustment in Tenant’s Proportionate Share,
\nas defined in the Basic Lease Information, as provided in Paragraph 7.A.<\/p>\n
2. POSSESSION AND LEASE COMMENCEMENT<\/p>\n
A. CONSTRUCTION OF IMPROVEMENTS. Landlord shall deliver possession of the
\nPremises to Tenant in broom-clean condition, free of debris and with the roof
\nin good repair and all electrical, HVAC, plumbing, sewer, water, gas and
\nother Building systems in good working condition. If during the first thirty
\n(30) days of the Term, any Building system or the roof is not in the
\ncondition required hereby or any repair as aforesaid has not been properly
\ncompleted, Tenant shall notify Landlord in writing during such thirty (30)
\nday period, of the need for repair, and the repair shall be completed by
\nLandlord at no cost to Tenant in accordance with Landlord’s repair obligation
\nper Paragraph 10 of this Lease, except to the extent that Tenant caused such
\nneed for repair. If this Lease pertains to a Building to be constructed or
\nimprovements to be constructed within a Building, the provisions of this
\nParagraph 2.B. shall apply in lieu of the provisions of Paragraph 2.A. above
\nand the term commencement date (“Term Commencement Date”) shall be the
\nearlier of the date on which: (1) Tenant takes possession of some or all of
\nthe Premises; or (2) the improvements to be constructed or performed in the
\nPremises by Landlord (if any) shall have been substantially completed as
\ndefined on Exhibit C and Tenant’s taking of possession of the Premises or any
\npart thereof shall constitute Tenant’s confirmation of substantial completion
\nfor all purposes hereof, whether or not substantial completion of the
\nBuilding or Project shall have occurred. If for any reason Landlord cannot
\ndeliver possession of the Premises to Tenant on the scheduled Term
\nCommencement Date, Landlord shall not be subject to any liability therefor,
\nnor shall Landlord be in default hereunder nor shall such failure affect the
\nvalidity of this Lease, and Tenant agrees to accept possession of the
\nPremises at such time as such improvements have been substantially completed,
\nas defined in the Lease Improvement Agreement which date shall then be deemed
\nthe Term Commencement Date. Notwithstanding anything to the contrary
\ncontained in the preceding sentence, if Landlord has not delivered possession
\nof the Premises to Tenant through no fault of Tenant and in the absence of
\nforce majeure, with the Tenant Improvements substantially completed, by April
\n1, 1999, Tenant shall have the right to terminate this Lease and to receive a
\nrefund of all monies previously tendered by Landlord which right Tenant must
\nexercise in writing prior to April 15, 1999. In the event Tenant fails to
\nexercise its right pursuant to this paragraph, Tenant shall have waived its
\nright to terminate this Lease. Tenant shall not be liable for any Rent for
\nany period prior to the Term Commencement Date (but without affecting any
\nobligations of Tenant under any improvement agreement appended to this
\nLease). In the event of any dispute as to substantial completion of work
\nperformed or required to be performed by Landlord, the certificate of
\nLandlord’s architect or general contractor shall be conclusive. Substantial
\ncompletion shall have occurred notwithstanding Tenant’s submission of a
\npunchlist to Landlord, which Tenant shall submit, if at all, within ten (10)
\nbusiness days after the Term Commencement Date or otherwise in accordance
\nwith any improvement agreement appended to this Lease. Upon Landlord’s
\nrequest, following substantial completion, Tenant shall promptly execute and
\nreturn to Landlord a “Start-Up Letter” in which Tenant shall agree, among
\nother things, to acceptance of the Premises and to the determination of the
\nTerm Commencement Date, in accordance with the terms of this Lease but
\nTenant’s failure or refusal to do so shall not negate Tenant’s acceptance of
\nthe Premises or affect determination of the Term Commencement Date.<\/p>\n
3. TERM<\/p>\n
The term of this Lease (the “Term”) shall commence on the Term
\nCommencement Date and continue in full force and effect for the number of
\nmonths specified as the Length of Term in the Basic Lease Information or
\nuntil this Lease is terminated as otherwise provided herein. If the Term
\nCommencement Date is a date other than the first day of the calendar month,
\nthe Term shall be the number of months of the Length of Term in addition to
\nthe remainder of the calendar month following the Term Commencement Date.
\nLandlord agrees to permit Tenant to have access to the premises fourteen (14)
\ndays prior to the Commencement Date for purposes of installing its telephone
\nand computer cabling, with all terms and conditions of the Lease in full
\nforce and effect, except payment of Base Rent.<\/p>\n
4. USE<\/p>\n
A. GENERAL. Tenant shall use the Premises for the permitted use specified in the
\nBasic Lease Information (“Permitted Use”) and for no other use or purpose.
\nTenant shall control Tenant’s employees, agents, customers, visitors, invitees,
\nlicensees, contractors, assignees and subtenants (collectively, “Tenant’s
\nParties”) in such a manner that Tenant and Tenant’s Parties cumulatively do not
\nexceed the occupant density (the “Occupancy Density”) or the parking density
\n(the “Parking Density”) specified in the Basic Lease Information<\/p>\n
3<\/p>\n
at any time. So long as Tenant is occupying the Premises, Tenant and Tenant’s
\nParties shall have the nonexclusive right to use, in common with other
\nparties occupying the Building or Project, the parking areas, driveways and
\nother common areas of the Building and Project, subject to the terms of this
\nLease and such reasonable rules and regulations as Landlord may from time to
\ntime prescribe. Landlord reserves the right, without notice or liability to
\nTenant, and without the same constituting an actual or constructive eviction,
\nto alter or modify the common areas from time to time, including the location
\nand configuration thereof, and the amenities and facilities which Landlord
\nmay determine to provide from time to time.<\/p>\n
B. LIMITATIONS. Tenant shall not permit any odors, smoke, dust, gas, substances,
\nnoise or vibrations to emanate from the Premises or from any portion of the
\ncommon area as a result of Tenant’s or any Tenant’s Party’s use thereof, nor
\ntake any action which would constitute a nuisance or would unreasonably disturb,
\nobstruct or endanger any other tenants or occupants of the Building or Project
\nor elsewhere, or interfere with their use of their respective premises or common
\narea. Storage outside the Premises of materials, vehicles or any other items is
\nprohibited. Tenant shall not use or allow the Premises to be used for any
\nimmoral, improper or unlawful purpose, nor shall Tenant cause or maintain or
\npermit any nuisance in, on or about the Premises. Tenant shall not commit or
\nsuffer the commission of any waste in, on or about the Premises. Tenant shall
\nnot allow any sale by auction upon the Premises, or place any loads upon the
\nfloors, walls or ceilings which could endanger the structure, or place any
\nharmful substances in the drainage system of the Building or Project. No waste,
\nmaterials or refuse shall be dumped upon or permitted to remain outside the
\nPromises. Landlord shall not be responsible to Tenant for the non-compliance by
\nany other tenant or occupant of the Building or Project with any of the
\nabove-referenced rules or any other terms or provisions of such tenant’s or
\noccupant’s lease or other contract.<\/p>\n
C. COMPLIANCE WITH REGULATIONS. Subject to the other provisions of the Lease, by
\nentering the Premises to take possession, Tenant accepts the Premises in the
\ncondition existing as of the date of such entry. Tenant shall at its sole cost
\nand expense strictly comply with all existing or future applicable municipal,
\nstate and federal and other governmental statutes, rules, requirements,
\nregulations, laws and ordinances, including zoning ordinances and regulations,
\nand covenants, easements and restrictions of record governing and relating to
\nTenant’s and Tenant’s Parties’ use, occupancy or possession of the Premises, to
\nTenant’s use of the common areas, or to Tenant’s and Tenant’s Parties’ use,
\nstorage, generation or disposal of Hazardous Materials (hereinafter defined)
\n(collectively “Regulations”). Tenant shall at its sole cost and expense obtain
\nany and all licenses or permits necessary for Tenant’s use of the Premises.
\nTenant shall at its sole cost and expense promptly comply with the requirements
\nof any board of fire underwriters or other similar body now or hereafter
\nconstituted. Tenant shall not do or permit anything to be done in, on, under or
\nabout the Project or bring or keep anything which will in any way increase the
\nrate of any insurance upon the Premises, Building or Project or upon any
\ncontents therein or cause a cancellation of said insurance or otherwise affect
\nsaid insurance in any manner. Tenant shall indemnify, defend (by counsel
\nreasonably acceptable to Landlord), protect and hold Landlord harmless from and
\nagainst any loss, cost, expense, damage, attorneys’ fees or liability arising
\nout of the failure of Tenant to comply with any Regulation. Tenant’s obligations
\npursuant to the foregoing indemnity shall survive the expiration or earlier
\ntermination of this Lease.<\/p>\n
D. HAZARDOUS MATERIALS. As used in this Lease, “Hazardous Materials” shall
\ninclude, but not be limited to, hazardous, toxic and radioactive materials
\nand those substances defined as “hazardous substances,” “hazardous
\nmaterials,” “hazardous wastes” “toxic substances,” or other similar
\ndesignations in any Regulation. Tenant shall not cause, or allow any of
\nTenant’s Parties to cause, any Hazardous Materials to be handled, used,
\ngenerated, stored, released or disposed of in, on, under or about the
\nPremises, the Building or the Project or surrounding land or environment in
\nviolation of any Regulations. Tenant must obtain Landlord’s written consent
\nprior to the introduction of any Hazardous Materials onto the Project.
\nNotwithstanding the foregoing, Tenant may handle, store, use and dispose of
\nproducts containing small quantities of Hazardous Materials for “general
\noffice purposes” (such as toner for copiers) to the extent customary and
\nnecessary for the Permitted Use of the Premises; provided that Tenant shall
\nalways handle, store, use, and dispose of any such Hazardous Materials in a
\nsafe and lawful manner and never allow such Hazardous Materials to
\ncontaminate the Premises, Building, or Project or surrounding land or
\nenvironment. Tenant shall immediately notify Landlord in writing of any
\nHazardous Materials’ contamination of any portion of the Project of which
\nTenant becomes aware, whether or not caused by Tenant. Landlord shall have
\nthe right at all reasonable times to inspect the Premises and to conduct
\ntests and investigations to determine whether Tenant is in compliance with
\nthe foregoing provisions, the costs of all such inspections, tests and
\ninvestigations to be borne by Tenant if Landlord has reasonable grounds to
\nbelieve that Tenant is in violation of the foregoing provisions of this
\nParagraph 4D. Tenant shall indemnify, defend (by counsel reasonably
\nacceptable to Landlord), protect and hold Landlord harmless from and against
\nany and all claims, liabilities, losses, costs, loss of rents, liens,
\ndamages, injuries or expenses (including attorneys’ and consultants’ fees and
\ncourt costs), demands, causes of action, or judgments directly or indirectly
\narising out of or related to the use, generation, storage, release, or
\ndisposal of Hazardous Materials by Tenant or any of Tenant’s Parties in, on,
\nunder or about the Premises, the Building or the Project or surrounding land
\nor environment, which indemnity shall include, without limitation, damages
\nfor personal or bodily injury, property damage, damage to the environment or
\nnatural resources occurring on or off the premises, losses attributable to
\ndiminution in value or adverse effects on marketability, the cost of any
\ninvestigation, monitoring, government oversight, repair, removal,
\nremediation, restoration, abatement, and disposal, and the preparation of any
\nclosure or other required plans, whether such action is required or necessary
\nprior to or following the expiration or earlier termination of this Lease.
\nNeither the consent by Landlord to the use, generation, storage, release or
\ndisposal of Hazardous Materials nor the strict compliance by Tenant with all
\nlaws pertaining to Hazardous Materials shall excuse Tenant from Tenant’s
\nobligation of indemnification pursuant to this Paragraph 4.D. Tenant’s
\nobligations pursuant to the foregoing indemnity shall survive the expiration
\nor earlier termination of this Lease.<\/p>\n
Landlord shall indemnify, defend and hold Tenant, its affiliates, their
\nrespective directors, officers, employees and agents harmless from and against
\nany and all claims, penalties, fines, costs, liabilities or losses and
\nattorneys’ fees arising out of any Hazardous Material in, on or about the
\nProject or the Premises which was created, handled, placed, stored, used,
\ntransported or disposed of by Landlord, excluding, however, any Hazardous
\nMaterial whose presence was caused by Tenant or its affiliates or their
\nrespective agents.<\/p>\n
5. RULES AND REGULATIONS<\/p>\n
Tenant shall faithfully observe and comply with the building rules and
\nregulations attached hereto as Exhibit A and any other reasonable rules and
\nregulations and any modifications or additions thereto which Landlord may from
\ntime to time prescribe in writing for the purpose of maintaining the proper
\ncare, cleanliness, safety, traffic flow and general order of the premises or the
\nBuilding or Project. Tenant shall cause Tenant’s Parties to comply with such
\nrules and regulations. Landlord shall not be responsible to Tenant for the
\nnon-compliance by any other tenant or occupant of the Building or project with
\nany of such rules and regulations, any other tenant’s or occupant’s lease or any
\nRegulations. Landlord shall enforce the rules and regulations in a
\nnon-discriminatory manner.<\/p>\n
6. RENT<\/p>\n
A. BASE RENT. Tenant shall pay to Landlord and Landlord shall receive, without
\nnotice or demand throughout the Term, Base Rent as specified in the Basic Lease
\nInformation, payable in monthly installments in advance on or before the first
\nday of each calendar month, in lawful money of the United States, without
\ndeduction or offset whatsoever, at the Remittance Address specified in the Basic
\nLease Information or to such other place as Landlord may from time to time
\ndesignate in writing. If the obligation for payment of Base Rent commences on a
\nday other than<\/p>\n
4<\/p>\n
the first day of a month, then Base Rent shall be prorated and the prorated
\ninstallment shall be paid on the first day of the calendar month next
\nsucceeding the Term Commencement Date. The Base Rent payable by Tenant
\nhereunder is subject to adjustment as provided elsewhere in this Lease, as
\napplicable. As used herein, the term “Base Rent” shall mean the Base Rent
\nspecified in the Basic Lease Information as it may be so adjusted from time
\nto time.<\/p>\n
B. ADDITIONAL RENT. All monies other than Base Rent required to be paid by
\nTenant hereunder, including. but not limited to. Tenant’s Proportionate Share of
\nOperating Expenses, as specified in Paragraph 7 of this Lease, charges to be
\npaid by Tenant under Paragraph 15, the interest and late charge described in
\nParagraphs 26.C. and D., and any monies spent by Landlord pursuant to Paragraph
\n30, shall be considered additional rent (“Additional Rent”). “Rent” shall mean
\nBase Rent and Additional Rent.<\/p>\n
7. OPERATING EXPENSES<\/p>\n
A. OPERATING EXPENSES. In addition to the Base Rent required to be paid
\nhereunder, Tenant shall pay as Additional Rent, Tenant’s Proportionate Share
\nof the Building and\/or Project (as applicable), as defined in the Basic Lease
\nInformation, of Operating Expenses (defined below) in the manner set forth
\nbelow. Tenant shall pay the applicable Tenant’s Proportionate Share of each
\nsuch Operating Expenses. Subject to Paragraph 38.E., Landlord and Tenant
\nacknowledge that if the number of buildings which constitute the Project
\nincreases or decreases, or if physical changes are made to the Premises,
\nBuilding or Project or the configuration of any thereof, Landlord may at its
\ndiscretion reasonably adjust Tenant’s Proportionate Share of the Building or
\nProject to reflect the change. Landlord’s determination of Tenant’s
\nProportionate Share of the Building and of the Project shall be conclusive so
\nlong as it is reasonably and consistently applied. “Operating Expenses” shall
\nmean all expenses and costs of every kind and nature which Landlord shall pay
\nor become obligated to pay, because of or in connection with the ownership,
\nmanagement, maintenance, repair, preservation. replacement and operation of
\nthe Building or Project and its supporting facilities and such additional
\nfacilities now and in subsequent years as may be determined by Landlord to be
\nnecessary or desirable to the Building and\/or Project (as determined in a
\nreasonable manner) other than those expenses and costs which are specifically
\nattributable to Tenant or which are expressly made the financial
\nresponsibility of Landlord or specific tenants of the Building or Project
\npursuant to this Lease. Operating Expenses shall include, but are not limited
\nto, the following:<\/p>\n
(1) TAXES. All real property taxes and assessments, possessory interest
\n taxes, sales taxes, personal property taxes, business or license taxes
\n or fees, gross receipts taxes, service payments in lieu of such taxes or
\n fees, annual or periodic license or use fees. excises, transit charges,
\n and other impositions, general and special, ordinary and extraordinary,
\n unforeseen as well as foreseen, of any kind (including fees “in-lieu” of
\n any such tax or assessment) which we now or hereafter assessed, levied,
\n charged, confirmed, or imposed by any public authority upon the Building
\n or Project, its operations or the Rent (or any portion or component
\n thereof), or any tax, assessment or fee imposed in substitution,
\n partially or totally, of any of the above. Operating Expenses shall also
\n include any taxes, assessments, reassessments, or other fees or
\n impositions with respect to the development. leasing, management,
\n maintenance, alteration, repair, use or occupancy of the Premises.
\n Building or Project or any portion thereof, including, without
\n limitation, by or for Tenant, and all increases therein or reassessments
\n thereof whether the increases or reassessments result from increased
\n rate and\/or valuation (whether upon a transfer of the Building or
\n Project or any portion thereof or any interest therein or for any other
\n reason). Operating Expenses shall not include inheritance or estate
\n taxes imposed upon or assessed against the interest of any person in the
\n Project, or taxes computed upon the basis of the net income of any
\n owners of any interest in the Project. If it shall not be lawful for
\n Tenant to reimburse Landlord for all or any part of such taxes, the
\n monthly rental payable to Landlord under this Lease shall be revised to
\n net Landlord the same net rental after imposition of any such taxes by
\n Landlord as would have been payable to Landlord prior to the payment of
\n any such taxes.<\/p>\n
(2) INSURANCE. All insurance premiums and costs, including, but not
\n limited to, any deductible amounts, premiums and other costs of
\n insurance incurred by Landlord, including for the insurance coverage set
\n forth in Paragraph 8.A. herein.<\/p>\n
(3) COMMON AREA MAINTENANCE.<\/p>\n
(a) Repairs, replacements, and general maintenance of and for the
\n Building and Project and public and common areas and facilities of
\n and comprising the Building and Project, including, but not limited
\n to, the roof and roof membrane, windows, elevators, restrooms,
\n conference rooms, health club facilities, lobbies, mezzanines,
\n balconies, mechanical rooms, building exteriors, alarm systems,
\n pest extermination, landscaped areas parking and service areas,
\n driveways, sidewalks, loading areas, fire sprinkler systems,
\n sanitary and storm sewer lines, utility services,
\n heating\/ventilation\/air conditioning systems, electrical,
\n mechanical or other systems, telephone equipment and wiring
\n servicing, plumbing, lighting, and any other item or areas which
\n affect the operation or appearance of the Building or Project,
\n which determination shall be at Landlord’s discretion. except for:
\n those items expressly made the financial responsibility of Landlord
\n pursuant to Paragraph 10 hereof; those items to the extent paid for
\n by the proceeds of insurance; and those items attributable solely
\n or jointly to specific tenants of the Building or Project.<\/p>\n
(b) Repairs, replacements, and general maintenance shall include
\n the cost of any capital improvements made to or capital assets
\n acquired for the Project or Building that in Landlord’s discretion
\n may reduce any other Operating Expenses, including present or
\n future repair work, are reasonably necessary for the health and
\n safety of the occupants of the Building or Project, or are required
\n to comply with any Regulation, such costs or allocable portions
\n thereof to be amortized over such reasonable period as Landlord
\n shall determine, together with interest on the unamortized balance
\n at the publicly announced “prime rate” charged by Wells Fargo Bank,
\n NA. (San Francisco) or its successor at the time such improvements
\n or capital asset are constructed or acquired, plus two (2)
\n percentage points, or in the absence of such prime rate, then at
\n the U.S. Treasury six-month market note (or bond, if so designated)
\n rate as published by any national financial publication selected by
\n Landlord, plus four (4) percentage points, but in no event more
\n than the maximum rate permitted by law, plus reasonable financing
\n charges.<\/p>\n
(c) Payment under or for any easement, license, permit, operating
\n agreement, declaration, restrictive covenant or instrument relating
\n to the Building or Project.<\/p>\n
(d) All expenses and rental related to services and costs of
\n supplies, materials and equipment used in operating, managing and
\n maintaining the Premises, Building and Project, the equipment
\n therein and the adjacent sidewalks, driveways, parking and service
\n areas, including, without limitation, expenses related to service
\n agreements regarding security, fire and other alarm systems,
\n janitorial services, window cleaning, elevator maintenance,
\n building exterior maintenance, landscaping and expenses related to
\n the administration, management and operation of the Project,
\n including without limitation salaries, wages and benefits and
\n management office rent.<\/p>\n
(e) The cost of supplying any services and utilities which benefit
\n all or a portion of the Premises, Building or Project, including
\n without limitation services and utilities provided pursuant to
\n Paragraph 15 hereof.<\/p>\n
5<\/p>\n
(f) Legal expenses and the cost of audits by certified public
\n accountants; provided, however, that legal expenses chargeable as
\n Operating Expenses shall not include the cost of negotiating
\n leases, collecting rents, evicting tenants nor shall it include
\n costs incurred in legal proceedings with or against any tenant or
\n to enforce the provisions of any lease.<\/p>\n
(g) A management and accounting cost recovery fee equal to five
\n percent (50\/6) of the sum of the Project’s base rents and Operating
\n Expenses (other than such management and accounting fee).<\/p>\n
If the rentable area of the Building and\/or Project is not fully
\noccupied during any fiscal year of the Term as determined by Landlord, an
\nadjustment shall be made in Landlord’s discretion in computing the Operating
\nExpenses for such year so that Operating Expenses shall be computed as though
\nthe Building had been one hundred percent (100%) occupied. Tenant pays an
\nequitable portion of all variable items (e.g., utilities, janitorial services
\nand other component expenses at are affected by variations in occupancy
\nlevels) of Operating Expenses, as reasonably determined by Landlord;
\nprovided, however, that in no event shall Landlord be entitled to collect in
\nexcess of one hundred percent (1001%) of the total Operating Expenses from
\nall of the tenants in the Building or Project, as the case may be.<\/p>\n
Operating Expenses shall not include the cost of providing tenant
\nimprovements or other specific costs incurred for the account of, separately
\nbilled to and paid by specific tenants of the Building or Project, the
\ninitial construction cost of the Building, or debt service on any mortgage or
\ndead of trust recorded with respect to the Project other than pursuant to
\nParagraph 7.A.(3)(b) above. Notwithstanding anything herein to the contrary,
\nin any instance wherein Landlord, in Landlord’s sole discretion, deems Tenant
\nto be responsible for any amounts greater than Tenant’s Proportionate Share,
\nLandlord shall have the right to allocate costs in any manner Landlord
\nreasonably deems appropriate.<\/p>\n
Notwithstanding anything in the definition of Operating, Expenses in
\nthis Lease to the contrary, Operating Expenses shall not include the
\nfollowing, except to the extent specifically permitted by a specific
\nexception to the following:<\/p>\n
(i) Any ground lease rental;<\/p>\n
(ii) Costs of capital improvements, replacements or equipment and
\nany depreciation or amortization expenses thereon, except as specifically set
\nforth in the definition of Operating Expenses in Paragraph 7.A of the Lease;<\/p>\n
(iii) Rentals for items (except when needed in connection with
\nnormal repairs and maintenance of permanent systems) which if purchased,
\nrather than rented. would constitute a capital improvement which is
\nspecifically excluded in Subsection (ii) above (excluding, however, equipment
\nnot affixed to the Building or Project which is used in providing janitorial
\nor similar services);<\/p>\n
(iv) Costs incurred by Landlord for the repair of damage to the
\nBuilding or Project. to the extent that Landlord is reimbursed by insurance
\nproceeds;<\/p>\n
(v) Costs, including permit, license and inspection costs. incurred
\nwith respect to the installation of tenant or other occupant improvements
\nmade for tenants or other occupants in the Building or the Project or
\nincurred in renovating or otherwise improving, decorating, painting or
\nredecorating vacant space for or the premises of other tenants or other
\noccupants of the Building;<\/p>\n
(vi) Marketing costs, including leasing commissions, attorneys’
\nfees in connection with the negotiation and preparation of letters, deal
\nmemos, letters of intent, leases, subleases and\/or assignments, space
\nplanning costs, and other costs and expenses incurred in connection with
\nlease, sublease and\/or assignment negotiations and transactions with present
\nor Prospective tenants or other occupants of the Building or the Project;<\/p>\n
(vii) Costs incurred by Landlord due to the violation by Landlord
\nof the terms and conditions of any lease of space in the Building or the
\nProject;<\/p>\n
(viii) Interest, principal, points and fees on debt or amortization
\npayments on any mortgage or dead of trust or any other debt instrument
\nencumbering the Building or Project or the land on which the Building or
\nProject is situated;<\/p>\n
(ix) Except for making repairs or keeping permanent systems in
\noperation while repairs are being made, rentals and other related expenses
\nincurred in leasing air conditioning systems, elevators or other equipment
\nordinarily considered to be of a capital nature, except equipment not affixed
\nto the Building which is used in providing janitorial or similar services;<\/p>\n
(x) Advertising and promotional expenditures (except for retail
\nproperty promotions);<\/p>\n
(xi) Costs incurred in connection with upgrading the Building or
\nProject to comply with disability, life, fire and safety codes in effect
\nprior to the issuance of the temporary certificate of occupancy for the
\nBuilding;<\/p>\n
(xii) Interest, fines or penalties incurred as a result of
\nLandlord’s failure to make payments when due unless such failure is
\ncommercially reasonable under the circumstances;<\/p>\n
(xiii) Costs arising from Landlord’s charitable or political
\ncontributions;<\/p>\n
(xiv) Costs for acquisition of sculpture, paintings or other
\nobjects of art in common areas;<\/p>\n
(xv) The depreciation of the Building and other real property
\nstructures in the Project;<\/p>\n
(xvi) Landlord’s general corporate overhead and general
\nadministrative expenses not related to the operation of the Project, except
\nas specifically set forth in Paragraph 7.A;<\/p>\n
(xvii) Any bad debt loss, rent loss or reserves for b ad debts or
\nrent loss, or reserves for equipment or capital replacement;<\/p>\n
6<\/p>\n
The above enumeration of services and facilities shall not be deemed to
\nimpose an obligation on Landlord to make available or provide such services
\nor facilities except to the extent if any that Landlord has specifically
\nagreed elsewhere in this Lease to make the same available or provide the
\nsame. Without limiting the generality of the foregoing. Tenant acknowledges
\nand agrees that it shall be responsible for providing adequate security for
\nits use of the Premises, the Building and the Project and that Landlord shall
\nhave no obligation or liability with respect thereto except to the extent if
\nthat Landlord provide the same.<\/p>\n
B. PAYMENT OF ESTIMATED OPERATING EXPENSES. Estimated Operating Expenses” for
\nany particular year shall mean Landlord’s estimate of the Operating Expenses for
\nsuch fiscal year made with respect to such fiscal year as hereinafter provided.
\nLandlord shall have the right from time to time to revise its fiscal year and
\ninterim accounting periods so long as the periods as so revised are reconciled
\nwith prior periods in a reasonable manner. During the last month of each fiscal
\nyear during the Term, or as soon thereafter as practicable, Landlord shall give
\nTenant written notice of the Estimated Operating Expenses for the ensuing fiscal
\nyear. Tenant shall pay Tenant’s Proportionate Share of the Estimated Operating
\nExpenses with installments of Base Rent for the fiscal year to which the
\nEstimated Operating Expenses applies in monthly installments on the first day of
\neach calendar month during such year, in advance. Such payment shall be
\nconstrued to be Additional Rent for all purposes hereunder. If at any time
\nduring the course of the fiscal year, Landlord determines that Operating
\nExpenses are projected to vary from the then Estimated Operating Expenses by
\nmore than five percent (5%). Landlord may, by written notice to Tenant, revise
\nthe Estimated Operating Expenses for the balance of such fiscal year, and
\nTenant’s monthly installments for the remainder of such year shall be adjusted
\nso that by the end of such fiscal year Tenant has paid to Landlord Tenant’s
\nProportionate Share of the revised Estimated Operating Expenses for such year,
\nsuch Additional Rent for all purposes hereunder.<\/p>\n
C. COMPUTATION OF OPERATING EXPENSE ADJUSTMENT. “Operating Expense Adjustment”
\n“I mean the difference between Estimated Operating Expenses and actual Operating
\nExpenses for any fiscal year determined as hereinafter provided. Within one
\nhundred twenty (120) days after the end of each fiscal year, or as soon
\nthereafter as practicable, Landlord shall deliver to Tenant a statement of
\nactual Operating Expenses for the fiscal year just ended, accompanied by a
\ncomputation of Operating Expense Adjustment. If such statement shows that
\nTenant’s payment based upon Estimated Operating Expenses is less than Tenant’s
\nProportionate Share of Operating Expenses, then Tenant shall pay to Landlord the
\ndifference within twenty (20) days after receipt of such statement, such payment
\nto constitute Additional Rent for all purposes hereunder. If such statement
\nshows that Tenant’s payments of Estimated Operating Expenses exceed Tenant’s
\nProportionate Share of Operating Expenses, then (provided that Tenant is not in
\ndefault under this Lease) Landlord shall pay to Tenant the difference within
\ntwenty (20) days after delivery of such statement to Tenant. If this Lease has
\nbeen terminated or the Term hereof has expired prior to the date of such
\nstatement, then the Operating Expense Adjustment shall be paid by the
\nappropriate party within twenty (20) days after the date of delivery of the
\nstatement. Should this Lease commence or terminate at any time other than the
\nfirst day of the fiscal year, Tenant’s Proportionate Share of the Operating
\nExpense Adjustment shall be prorated based on a month of 30 days and the number
\nof calendar months during such fiscal year that this Lease is in effect.
\nNotwithstanding anything to the contrary contained in Paragraph 7.A or 7.B,
\nLandlord’s failure to provide any notices or statements within the time periods
\nspecified in those paragraphs shall in no way excuse Tenant from its obligation
\nto pay Tenant’s Proportionate Share of Operating Expenses.<\/p>\n
D. NET LEASE. This shall be a triple net Lease and Base Rent shall be paid to
\nLandlord absolutely net of all costs and expenses, except as specifically
\nprovided to the contrary in this Lease. The provisions for payment of Operating
\nExpenses and the Operating Expense Adjustment are intended to pass on to Tenant
\nand reimburse Landlord for all costs and expenses of the nature described in
\nParagraph 7.A. incurred in connection with the ownership, management,
\nmaintenance, repair, preservation, replacement and operation of the Building
\nand\/or Project and its supporting facilities and such additional facilities now
\nand in subsequent years as may be determined by Landlord to be necessary or
\ndesirable to the Building and\/or Project.<\/p>\n
E. TENANT AUDIT. If Tenant shall dispute the amount set forth in any statement
\nprovided by Landlord under Paragraph 7.B. or 7.C. above, Tenant shall have the
\nright, not later than sixty (60) days following receipt of such statement and
\nupon the condition that Tenant shall first deposit with Landlord the full amount
\nin dispute, to cause Landlord’s books and records with respect to Operating
\nExpenses for such fiscal year to be audited by certified public accountants
\nselected by Tenant and subject to Landlord’s reasonable right of approval. The
\nOperating Expense Adjustment shall be appropriately adjusted on the basis of
\nsuch audit. If such audit discloses a liability for a refund in excess of ten
\npercent (100%) of Tenant’s Proportionate Share of the Operating Expenses
\npreviously reported, the cost of such audit shall be home by Landlord; otherwise
\nthe cost of such audit shall be paid by Tenant. If Tenant shall not request an
\naudit in accordance with the provisions of this Paragraph 7.E. within 60 days
\nafter receipt of Landlord’s statement provided pursuant to Paragraph 7.B. or
\n7.C., such statement shall be final and binding for all purposes hereof.<\/p>\n
8. INSURANCE AND INDEMNIFICATION<\/p>\n
A. LANDLORD’S INSURANCE. All insurance maintained by Landlord shall be for the
\nsole benefit of Landlord and under Landlord’s sole control.<\/p>\n
(1) PROPERTY INSURANCE. Landlord agrees to maintain property insurance
\n insuring the Building against damage or destruction due to risk
\n including fire, vandalism, and malicious mischief in an amount not less
\n than the replacement cost thereof. in the form and with deductibles and
\n endorsements as selected by Landlord. At its election, Landlord may
\n instead (but shall have no obligation to) obtain “All Risk” coverage,
\n and may also obtain earthquake, pollution, and\/or flood insurance in
\n amounts selected by Landlord.<\/p>\n
(2) OPTIONAL INSURANCE. Landlord, at Landlord’s option, may also (but
\n shall have no obligation to) carry insurance against loss of rent, in an
\n amount equal to the amount of Base Rent and Additional Rent that
\n Landlord could be required to abate to all Building tenants in the event
\n of condemnation or casualty damage for a period of twelve (12) months.
\n Landlord may also (but shall have no obligation to) carry such other
\n insurance as Landlord may deem prudent or advisable, including, without
\n limitation, liability insurance in such amounts and on such terms as
\n Landlord shall determine. Landlord shall not e obligated to insure, and
\n shall have no responsibility whatsoever for any damage to, any
\n furniture, machinery, goods, inventory or supplies, or other personal
\n property or fixtures which Tenant may keep or maintain in the Premises,
\n or any leasehold improvements, additions or alterations within the
\n Premises.<\/p>\n
B. TENANT’S INSURANCE.<\/p>\n
(1) PROPERTY INSURANCE. Tenant shall procure at Tenant’s sole cost and
\n expense and keep in effect from the date of this Lease and at all times
\n until the end of the Term, insurance on all personal property and
\n fixtures of Tenant and all improvements, additions or alterations made
\n by or for Tenant to the Premises on an “All Risk” basis, insuring such
\n property for the full replacement value of such property.<\/p>\n
(2) LIABILITY INSURANCE. Tenant shall procure at Tenant’s sole cost and
\n expense and keep in effect from the date of this Lease and at all times
\n until the end of the Term Commercial General Liability insurance
\n covering bodily injury and property damage liability occurring in or
\n about the Premises or arising out of the use and occupancy of the
\n Premises and the Project, and<\/p>\n
7<\/p>\n
any part of either, and any areas adjacent thereto, and the business
\n operated by Tenant or by any other occupant of the Premises. Such
\n insurance shall include contractual liability insurance coverage
\n insuring all of Tenant’s indemnity obligations under this Lease. Such
\n coverage shall have a minimum combined single limit of liability of at
\n least Two Million Dollars ($2.000,000.00). and a minimum general
\n aggregate limit of Three Million Dollars ($3,000.000.00), with an
\n “Additional Insured – Managers or Lessors of Premises Endorsement” All
\n such policies shall be written to apply to all bodily injury (including
\n death). property damage or loss, personal and advertising injury and
\n other covered loss, however occasioned, occurring during the policy
\n term. shall be endorsed to add Landlord and any party holding an
\n interest to which this Lease may be subordinated as an additional
\n insured, and shall provide that such coverage shall be “primary” and
\n non-contributing with any insurance maintained by Landlord, which shall
\n be excess insurance only. Such coverage shall also contain endorsements
\n including employees as additional insureds if not covered by Tenant’s
\n Commercial General Liability Insurance. All such insurance shall provide
\n for the severability of interests of insureds; and shall be written on
\n an “occurrence” basis, which shall afford coverage for all claims based
\n on acts, omissions, injury and damage, which occurred or arose (or the
\n onset of which occurred or arose) in whole or in part during the policy
\n period.<\/p>\n
(3) WORKERS’ COMPENSATION AND EMPLOYERS’ LIABILITY INSURANCE. Tenant
\n shall carry Workers* Compensation Insurance as required by any
\n Regulation, throughout the Term at Tenant’s sole cost and expense.
\n Tenant shall also carry Employers’ Liability Insurance in amounts not
\n less than One Million Dollars ($1,000,000) each accident for bodily
\n injury by accident; One Million Dollars ($1,000,000) policy limit for
\n bodily injury by disease; and One Million Dollars (S 1,000.000) each
\n employee for bodily injury by disease, throughout the Term at Tenant’s
\n sole cost and expense.<\/p>\n
(4) GENERAL INSURANCE REQUIREMENTS. All coverages described in this
\n Paragraph 8.B. shall be endorsed to (i) provide Landlord with thirty
\n (30) days’ notice of cancellation or change in terms; and (ii) waive all
\n rights of subrogation by the insurance carrier against Landlord. If at
\n any time during the Term the amount or coverage of insurance which
\n Tenant is required to carry under this Paragraph 8.13. is, in Landlord’s
\n reasonable judgment, materially less than the amount or type of
\n insurance coverage typically carried by owners or tenants of properties
\n located in the general area in which the Premises are located which are
\n similar to and operated for similar purposes as the Premises or if
\n Tenant’s use of the Premises should change with or without Landlord’s
\n consent, Landlord shall have the right to require Tenant to increase the
\n amount or change the types of insurance coverage required under this
\n Paragraph 8.13. All insurance policies required to be carried by Tenant
\n under this Lease shall be written by companies rated A X or better in
\n “Best’s Insurance Guide” and authorized to do business in the State of
\n California. In any event deductible amounts under all insurance policies
\n required to be carried by Tenant under this Lease shall not exceed Five
\n Thousand Dollars ($5,000.00) per occurrence. Tenant shall deliver to
\n Landlord on or before the Term Commencement Date, and thereafter at
\n least thirty (30) days before the expiration dates of the expired
\n policies, certified copies of Tenant’s insurance policies, or a
\n certificate evidencing the same issued by the insurer thereunder, and,
\n if Tenant shall fail to procure such insurance. or to deliver such
\n policies or certificates, Landlord may, at Landlord’s option and in
\n addition to Landlord’s other remedies in the event of a default by
\n Tenant hereunder, procure the same for the account of Tenant, and the
\n cost thereof shall be paid to Landlord as Additional Rent.<\/p>\n
C. INDEMNIFICATION. Tenant shall indemnify, defend by counsel reasonably
\nacceptable to Landlord, protect and hold Landlord harmless from and against
\nany and all claims, liabilities, losses, costs, loss of rents. liens,
\ndamages, injuries or expenses, including reasonable attorneys’ and
\nconsultants’ fees and court costs, demands, causes of action, or judgments,
\ndirectly or indirectly arising out of or related to: (1) claims of injury to
\nor death of persons or damage to property occurring or resulting directly or
\nindirectly from the use or occupancy of the Premises. Building or Project by
\nTenant or Tenant’s Parties, or from activities or failures to act of Tenant
\nor Tenant’s Parties; (2) claims arising from work or labor performed, or for
\nmaterials or supplies furnished to or at the request or for the account or
\nTenant in connection with performance of any work done for the account of
\nTenant within the Premises or Project, (3) claims arising from any breach or
\ndefault on the part of Tenant in the performance of any covenant contained in
\nthis Lease; and (4) claims arising from the negligence or intentional acts or
\nomissions of Tenant or Tenant’s Parties. The foregoing indemnity by Tenant
\nshall not be applicable to claims to the extent arising from the gross
\nnegligence or willful misconduct of Landlord. Landlord shall not be liable to
\nTenant and Tenant hereby waives all claims against Landlord for any injury or
\ndamage to any person or property in or about the Premises. Building or
\nProject by or from any cause whatsoever (other than Landlord’s gross
\nnegligence or willful misconduct) and. without limiting the generality of the
\nforegoing, whether caused by water leakage of any character from the roof,
\nwalls. basement or other portion of the Premises, Building or Project, or
\ncaused by gas, fire, oil or electricity in, on or about the Premises,
\nBuilding or Project. The provisions of this Paragraph shall survive the
\nexpiration or earlier termination of this Lease.<\/p>\n
9. WAIVER OF SUBROGATION<\/p>\n
To the extent permitted by law and without affecting Ac coverage
\nprovided by insurance to be maintained hereunder or any other rights or
\nremedies, Landlord and Tenant each waive any right to recover against the other
\nfor: (a) damages for injury to or death of persons. (b) damages to property,
\nincluding personal property; (c) damages to the Premises or any part thereof.
\nand (d) claims arising by reason or the foregoing due to hazards covered by
\ninsurance maintained or required to be maintained pursuant to this Lease to the
\nextent of proceeds recovered therefrom, or proceeds which would have been
\nrecoverable therefrom in the case of the failure of any party to maintain any
\ninsurance coverage required to be maintained by such party pursuant to this
\nLease. This provision is intended to waive fully. any rights and\/or claims
\narising by reason of the foregoing, but only to the extent that any of the
\nforegoing damages and\/or claims referred to above arc covered or would be
\ncovered, and only to the extent of such coverage, by insurance actually carried
\nor required to be maintained pursuant to this Lease by either Landlord or Tenant
\nThis provision is also intended to waive fully, and for the benefit of each
\nparty, any rights and\/or claims which might give rise to a right of subrogation
\non any insurance carrier. Subject to all qualifications of this Paragraph 9.
\nLandlord waives its rights as specified in this Paragraph 9 with respect to any
\nsubtenant that it has approved pursuant to Paragraph 21 but only in “change for
\nthe written waiver of such rights to be given by such subtenant to Landlord upon
\nsuch subtenant taking possession of the Premises or a portion thereof. Each
\nparty shall cause each insurance policy obtained by it to provide that the
\ninsurance company waives all right of recovery by way of subrogation against
\neither party in connection with any damage covered by any policy.<\/p>\n
10. LANDLORD’S REPAIRS AND MAINTENANCE<\/p>\n
Landlord shall at Landlord’s expense maintain in good repair, reasonable
\nwear and tear excepted, the structural soundness of the roof, foundations,
\nand exterior walls of the Building. The term “exterior walls” as used herein
\nshall not include windows. glass or plate glass, doors, special store fronts
\nor office entries. Any damage caused by or repairs necessitated by any
\nnegligence or act of Tenant or Tenant’s Parties may be repaired by Landlord
\nat Landlord’s option and Tenant’s expense. Tenant shall immediately give
\nLandlord written notice of any defect or need of repairs in such components
\nof the Building for which Landlord is responsible, upon Tenant becoming
\nactually or constructively aware thereof, after which Landlord shall have a
\nreasonable opportunity and the right to enter the Premises at all reasonable
\ntimes to repair same. Landlord’s liability with respect to any defects,
\nrepairs, or maintenance for which Landlord is responsible under any of the
\nprovisions of this Lease shall be limited to the cost of such repairs or
\nmaintenance, and there shall be no abatement of rent and no liability of
\nLandlord by reason of any injury to or interference with Tenant’s business
\narising from the making of repairs, alterations or improvements in or to any
\nportion of the Premises, the Building or the Project or to fixtures,
\nappurtenances or equipment in the Building, except as provided in Paragraph
\n24. By taking possession of the Premises, Tenant accepts them “as is,” as
\nbeing in good<\/p>\n
8<\/p>\n
order, condition and repair and the condition in which Landlord
\nis obligated to deliver them and suitable for the Permitted Use Find Tenant’s
\nintended operations in the Premises, whether or not any notice of acceptance
\nis given.<\/p>\n
11. TENANT’S REPAIRS AND MAINTENANCE<\/p>\n
Tenant shall at all times during the Tam at Tenant’s expense maintain
\nall parts of the Premises and such portions of the Building as are within the
\nexclusive control of Tenant thereto, except for such repairs and replacements
\nto be made by Landlord at its sole cost and expense pursuant to Paragraph 10,
\nin a first-class, good, clean and secure condition and promptly make all
\nnecessary repairs and replacements, as determined by Landlord, with materials
\nand workmanship of the same character, kind and quality as the original.
\nNotwithstanding anything to the contrary contained herein, Tenant shall, at
\nits expense, promptly repair any damage to the Premises or the Building or
\nProject resulting from or caused by any negligence or act of Tenant or
\nTenant’s Parties.<\/p>\n
12. ALTERATIONS<\/p>\n
A. Except for cosmetic alterations, Tenant shall not make, or allow to be made,
\nany alterations, physical additions, improvements or partitions, including
\nwithout limitation the attachment of any fixtures or equipment, in, about or to
\nthe Premises (“Alterations”) without obtaining the prior written consent of
\nLandlord, which consent shall not be unreasonably withheld or delayed with
\nrespect to proposed Alterations which: (a) comply with all applicable
\nRegulations; (b) are, in Landlord’s opinion, compatible with the Building or the
\nProject and its mechanical, plumbing, electrical, heating\/ventilation\/air
\nconditioning system and will not cause the Building or Project or such systems
\nto be required to be modified to comply with any Regulations (including. without
\nlimitation, the Americans With Disabilities Act); and (c) will not unreasonably
\ninterfere with the use and occupancy of any other portion of the Building or
\nProject by any other tenant or its invitees. Specifically, but-without limiting
\nthe generality or the foregoing, Landlord shall have the right of written
\nconsent for all plans and specifications for the proposed Alterations,
\nconstruction means and methods, all appropriate permits and licenses, any
\ncontractor or subcontractor to be employed on the work of Alterations, and the
\ntime for performance of such work, and may impose rules and regulations for
\ncontractors and subcontractors performing such work. Landlord shall not require
\nTenant to post any payment or performance bonds unless the cost of the proposed
\nAlterations exceeds $15,000.00. Tenant shall also supply to Landlord any
\ndocuments and information reasonably requested by Landlord in connection with
\nLandlord’s consideration of a request for approval hereunder. Tenant shall cause
\nall Alterations to be accomplished in a first-class, good and workmanlike
\nmanner, and to comply with all applicable Regulations and Paragraph 27 hereof
\nTenant shall at Tenant’s sole expense, perform any additional work required
\nunder applicable Regulations due to the Alterations hereunder. No review or
\nconsent by Landlord of or to any proposed Alteration or additional work shall
\nconstitute a waiver of Tenant’s obligations under this Paragraph 12, nor
\nconstitute any warranty or representation that the same complies with all
\napplicable Regulations, for which Tenant shall at all times be solely
\nresponsible. Tenant shall reimburse Landlord for all costs which Landlord may
\nincur in connection with granting approval to Tenant for any such Alterations,
\nincluding any costs or expenses which Landlord may incur in electing to have
\noutside architects and engineers review said plans and specifications. and shall
\npay Landlord an administration fee of fifteen percent (15%) of the cost of the
\nAlterations as Additional Rent hereunder, provided that the Alteration work is
\nperformed by contractors engaged by Landlord on Tenant’s behalf. All such
\nAlterations shall remain the property of Tenant until the expiration or earlier
\ntermination of this Lease, at which time they shall be and become the property
\nof Landlord; provided, however. that Landlord may, at Landlord’s option, require
\nthat Tenant, at Tenant’s expense, remove any or all Alterations made by Tenant
\nand restore the Premises by the expiration or earlier termination of this Lease,
\nto their condition existing prior to the construction of any such Alterations.
\nAll such removals and restoration shall be accomplished in a first-class and
\ngood and workmanlike manner so as not to cause any damage to the Premises or
\nProject whatsoever. If Tenant fails to remove such Alterations or Tenant’s trade
\nfixtures or furniture or other personal property, Landlord my keep and use them
\nor remove any of them and cause them to be stored or sold in accordance with
\napplicable law, at Tenant’s sole expense. In addition to and wholly apart from
\nTenant’s obligation to pay Tenant’s Proportionate Share of Operating Expenses,
\nbut not in duplication thereof. Tenant shall be responsible for and shall pay
\nprior to delinquency any taxes or governmental service fees, possessory interest
\ntaxes, fees or Ones in lieu of any such taxes, capital levies. or other charges
\nimposed upon, levied with respect to or assessed against its fixtures or
\npersonal property, on the value of Alterations within the Premises, and on
\nTenant’s interest pursuant to this Lease, or any increase in any of the
\nforegoing based on such Alterations. To the extent that any such taxes arc not
\nseparately assessed or billed to Tenant, Tenant shall pay the amount thereof as
\ninvoiced to Tenant by Landlord.<\/p>\n
Landlord will not require Tenant to remove the original Tenant
\nImprovements constructed Prior to commencement upon expiration of the Lease
\nor sooner termination thereof.<\/p>\n
B. In compliance with Paragraph 27 hereof at least ten (10) business days before
\nbeginning construction of any Alteration, Tenant shall give Landlord written
\nnotice of the expected commencement date of that construction to permit Landlord
\nto post and record a notice of non-responsibility. Upon substantial completion
\nof construction, if the law so provides, Tenant “I cause a timely notice of
\ncompletion to be recorded in the office of the recorder of the county in which
\nthe Building is located.<\/p>\n
13. SIGNS<\/p>\n
Tenant shall not place, install, affix, paint or maintain any signs,
\nnotices, graphics or banners whatsoever or any window decor which is visible
\nin or from public view or corridors, the common areas or the exterior of the
\nPremises or the Building. in or on any exterior window or window fronting
\nupon any common areas or service area without Landlord’s prior written
\napproval which Landlord shall have the right to withhold in its absolute and
\nsole discretion; provided that Tenant’s name shall be included in any
\nBuilding-standard door and directory signage, if any, in accordance with
\nLandlord’s Building signage program, including without limitation, payment by
\nTenant of any reasonable fee charged by Landlord for maintaining such signage
\nwhich fee shall constitute Additional Rent hereunder. Any installation of
\nsigns, notices, graphics or banners on or about the Premises or Project
\napproved by Landlord shall be subject to any Regulations and to any other
\nrequirements imposed by Landlord. Tenant shall remove all such signs or
\ngraphics by the expiration or any earlier termination of this Lease. Such
\ninstallations and removals shall be made in such manner as to avoid injury to
\nor defacement of the Premises, Building or Project and any other improvements
\ncontained therein, and Tenant shall repair any injury or defacement including
\nwithout limitation discoloration caused by such installation or removal.<\/p>\n
14. INSPECTION\/POSTING NOTICES<\/p>\n
After reasonable notice, except in emergencies where no such notice
\nshall be required, Landlord and Landlord’s agents and representatives, shall
\nhave the right to enter the Premises to inspect the same, to clean, to perform
\nsuch work as may be permitted or required hereunder. to make repairs,
\nimprovements or alterations to die Premises, Building or Project or to other
\ntenant spaces therein, to deal with emergencies, to post such notices as may be
\npermitted or required by law to prevent the perfection of liens against
\nLandlord’s<\/p>\n
9<\/p>\n
interest in the Project or to exhibit the Premises in the last nine (9)
\nmonths of the Lease term to prospective tenants, purchasers, encumbrancers or
\nto others, or for any other purpose as Landlord may deem reasonably necessary
\nor desirable; provided, however. that Landlord shall use reasonable efforts
\nnot to unreasonably interfere with Tenant’s business operations. Landlord
\nshall use good faith efforts to abide by any safety or security precautions
\nof Tenant. provided that Landlord shall not incur any monetary costs and that
\nLandlord’s access to the Premises as provided in this Lease shall not be
\nimpeded Tenant shall not be entitled to any abatement of Rent by reason of
\nthe exercise of any such right of entry. Tenant waives any claim for damages
\nfor any injury or inconvenience to or interference with Tenant’s business.
\nany loss of occupancy or quiet enjoyment of the Premises, and any other loss
\noccasioned thereby. excluding only losses due to Landlord’s negligence or
\nwillful misconduct. Landlord shall at all times have and retain a key with
\nwhich to unlock all of the doors in, upon and about the Premises, excluding
\nTenant’s vaults and sates or special security areas (designated in advance).
\nand Landlord shall have the right to use any and all means which Landlord may
\ndeem necessary or proper to open said doors in an emergency, in order to
\nobtain entry to any portion of the Premises, and any entry to the Premises or
\nportions thereof obtained by Landlord by any of said means, or otherwise,
\nshall not be construed to be a forcible or unlawful entry into, or a detainer
\nof, the Premises, or an eviction, actual or constructive, of Tenant from the
\nPremises or any portions thereof. At any time within six (6) months prior to
\nthe expiration of the Term or following any earlier termination of this Lease
\nor agreement to terminate this Lease, Landlord shall have the right to erect
\non the Premises. Building and\/or Project a suitable sign indicating that the
\nPremises are available for lease.<\/p>\n
15. SERVICES AND UTILITIES<\/p>\n
A. Provided Tenant “I not be in default hereunder beyond any applicable cure
\nperiod, and subject to the provisions elsewhere herein contained and to the
\nrules and regulations of the Building, Landlord shall furnish to the-Premises
\nduring ordinary business hours of generally recognized business days, to be
\ndetermined by Landlord (but exclusive, in any event, of Saturdays, Sundays and
\nlegal holidays), water for lavatory and drinking purposes and electricity, hem
\nand air conditioning as usually furnished or supplied for use of the Premises
\nfor reasonable and normal office use as of the date Tenant takes possession of
\nthe Premises as determined by Landlord (but not including above-standard or
\ncontinuous cooling for excessive heat-generating machines, excess lighting or
\nequipment), janitorial services during the times and in the manner that such
\nservices or, in Landlord’s judgment, customarily furnished in comparable office
\nbuildings in the immediate market area, and elevator service, which shall mean
\nservice either by nonattended automatic elevators or elevators with attendants,
\nor both, at the option of Landlord. Tenant acknowledges that Tenant has
\ninspected and accepts the water. electricity, heat and air conditioning and
\nother utilities and services being supplied or furnished to the Premises as of
\nthe date Tenant takes possession of the Premises, as being sufficient for use of
\nthe Premises for reasonable and normal office use in their present condition,
\n“as is,” and suitable for the Permitted Use, and for Tenant’s intended
\noperations in the Premises. Landlord shall have no obligation to provide
\nadditional or after-hours heating or air conditioning, but if Landlord elects to
\nprovide such services at Tenant’s request, Tenant shall pay to Landlord a
\nreasonable charge for such services as determined by Landlord. Landlord shall
\nprovide after-hours electricity provided that service providers do and are able
\nto deliver after-hours electricity to Premises building. Tenant agrees to keep
\nand cause to be kept closed all window covering when necessary because of the
\nsun’s position, and Tenant also-agrees at all times to cooperate fully with
\nLandlord and to abide by all of the regulations and requirements which Landlord
\nmay prescribe for the proper functioning and protection of electrical, heating,
\nventilating and air conditioning systems. Wherever heat-generating machines,
\nexcess lighting or equipment are used in the Premises which affect the
\ntemperature otherwise maintained by the air conditioning system, Landlord
\nreserves the right to install supplementary air conditioning units in the
\nPremises and the cost thereof, including the cost of installation and the cost
\nof operation and maintenance thereof, shall be paid by Tenant to Landlord upon
\ndemand by Landlord. Subject to the foregoing, Tenant shall have access to the
\nPremises seven (7) days a week and 24 hours per day.<\/p>\n
B. Tenant shall not without written consent of Landlord use any apparatus,
\nequipment or device in the Premises. including without limitation, computers,
\nelectronic data processing machines, copying machines, and other machines, using
\nexcess lighting or using electric current, water, or any other resource in
\nexcess of or which will in any way increase the amount of electricity, water. or
\nany other resource being furnished or supplied for the use of the Premises for
\nreasonable and normal office use, in each case as of the date Tenant takes
\npossession of the Premises as determined by Landlord, or which will require
\nadditions or alterations to or interfere with the Building power distribution
\nsystems; nor connect with electric current except through existing electrical
\noutlets in the Premises or water pipes, any apparatus, equipment or device for
\nthe purpose of using electrical current, water, or any other resource. If Tenant
\nshall require water or electric current or any other resource in excess of that
\nbeing furnished or supplied for the use of the Premises as of the date Tenant
\ntakes possession of the Premises as determined by Landlord, Tenant shall first
\nprocure the written consent of Landlord which Landlord may refuse, to the use
\nthereof, and Landlord may cause a special meter to be installed in the Premises
\nso as to measure the amount of water. electric current or other resource
\nconsumed for any such other use. Tenant “I pay directly to Landlord as an
\naddition to and separate from payment of Operating Expenses the cost of all such
\nadditional resources. energy, utility service and meters (and of installation.
\nmaintenance and repair thereof and of any additional circuits or other equipment
\nnecessary to furnish such additional resources. energy. utility or service).
\nLandlord may add to the separate or metered charge a recovery of reasonable
\nadditional expense incurred in keeping account of the excess water, electric
\ncurrent or other resource so consumed. Landlord shall not be liable for any
\ndamages directly or indirectly resulting from nor shall the Rent or any monies
\nowed Landlord under this Lease herein reserved be abated by reason of: (a) the
\ninstallation, use or interruption of use of any equipment used in connection
\nwith the furnishing of any such utilities or services, or any change in the
\ncharacter or means of supplying or providing any such utilities or services or
\nany supplier thereof, (b) the failure to furnish or delay in furnishing any such
\nutilities or services when such failure or delay is caused by acts of God or the
\nelements, labor disturbances of any character, or any other accidents or other
\nconditions beyond the reasonable control of Landlord or because of any
\ninterruption of service due to Tenant’s use of water, electric current or other
\nresource in excess of that being supplied or furnished for the use of the
\nPremises as of the date Tenant takes possession of the Promises; (c) the
\ninadequacy, limitation, curtailment, rationing or restriction on use of water,
\nelectricity, gas or any other form of energy or any other service or utility
\nwhatsoever serving the Premises or Project, whether by Regulation or otherwise;
\nor (d) the partial or total unavailability of any such utilities or services to
\nthe Premises or the Building, whether by Regulation or otherwise; nor shall any
\nsuch occurrence constitute an actual or constructive eviction of Tenant.
\nLandlord shall take good faith efforts to cause any such utilities or services
\nwhich may be interrupted or curtailed to be promptly reinstated to full
\ncapacity, provided that Landlord shall not incur any monetary costs and that
\nLandlord’s access to the Premises as provided in this Lease shall not be
\nimpeded. Landlord shall further have no obligation to protect or preserve any
\napparatus, equipment or device installed by Tenant in the Premises. including
\nwithout limitation by providing additional or after-hours heating or air
\nconditioning, unless the same is paid for by Tenant. Landlord shall be entitled
\nto cooperate voluntarily and in a reasonable manner with the efforts of
\nnational. state or local governmental agencies or utility suppliers in reducing
\nenergy or other resource consumption. The obligation to make services available
\nhereunder shall be subject to the limitations of any such voluntary, reasonable
\nprogram. In addition. Landlord reserves the right to change the supplier or
\nprovider of any such utility or service from time to time. Tenant shall have no
\nright to contract with or otherwise obtain any electrical or other such service
\nfor or with respect to the Premises or Tenant’s operations therein from any
\nsupplier or provider of any such service. Tenant shall cooperate with Landlord
\nand any supplier or provider of such services designated by Landlord from time
\nto time to facilitate the delivery of such services to Tenant at the Premises
\nand to the Building and Project, including without limitation allowing Landlord
\nand Landlord’s suppliers or providers, and their respective agents and
\ncontractors. reasonable access to the Premises for the purpose of installing.
\nmaintaining, repairing, replacing or upgrading such service or any equipment or
\nmachinery associated therewith.<\/p>\n
C. Tenant shall pay, upon demand, for all utilities furnished to the Premises,
\nor if not separately billed to or metered to Tenant, Tenant’s Proportionate
\nShare of all charges jointly serving the Project in accordance with Paragraph 7.
\nAll sums payable under this Paragraph 15 shall constitute Additional Rent
\nhereunder.<\/p>\n
10<\/p>\n
16. SUBORDINATION<\/p>\n
Without the necessity of any additional document being executed by
\nTenant for the purpose of effecting a subordination, this Lease shall be and
\nis hereby declared to be subject and subordinate at all times to: (a) all
\nground leases or underlying leases which may now exist or hereafter be
\nexecuted affecting the Premises and\/or the land upon which the Premises and
\nProject are situated, or both. and (b) any mortgage or deed of hug which may
\nnow exist or be placed upon the Building, the Project and\/or the land upon
\nwhich the Premises or the Project are situated, or said ground leases or
\nunderlying leases, or Landlord’s interest or estate in any of said items
\nwhich is specified as security. Notwithstanding the foregoing, Landlord shall
\nhave the fight to subordinate or cause to be subordinated any such ground
\nleases or underlying leases or any such liens to this Lease. If any ground
\nlease or underlying lease terminates for any reason or any mortgage or deed
\nof trust is foreclosed or a conveyance in lieu of foreclosure is made for any
\nreason, Tenant shall, notwithstanding any subordination, attorn to and become
\nthe Tenant of the successor in interest to Landlord provided that Tenant
\nshall not be disturbed in it-. possession under this Lease by such successor
\nin interest so long as Tenant is not in default under this Lease beyond any
\napplicable cure periods. Within ten (10) days after request by Landlord,
\nTenant shall execute and deliver any additional documents evidencing Tenant’s
\nattornment or the subordination of this Lease with respect to any such ground
\nleases or underlying leases or any such mortgage or deed of trust. in the
\nform requested by Landlord or by any ground landlord, mortgagee, or
\nbeneficiary under a deed of trust, subject to such nondisturbance
\nrequirement. If requested in writing by Tenant, Landlord shall use
\ncommercially reasonable efforts to obtain a subordination. nondisturbance and
\nattornment agreement for the benefit of Tenant reflecting the foregoing from
\nany present or future ground landlord, mortgagee or beneficiary. at Tenant’s
\nexpense, subject to such other terms and conditions as the ground landlord,
\nmortgagee or beneficiary may require.<\/p>\n
17. FINANCIAL STATEMENTS<\/p>\n
At the request of Landlord from time to time, Tenant shall provide to
\nLandlord Tenant’s and any guarantor’s current financial statements or other
\ninformation discussing financial worth of Tenant and any guarantor, which
\nLandlord shall use solely for purposes of this Lease and in connection with
\nthe ownership, management, financing and disposition of the Project. Tenant
\nshall be obligated to provide such financial statements to Landlord no more
\nthan twice per calendar year. Landlord shall use commercially reasonable
\nefforts to maintain the confidentiality of such statements with respect to
\nthird parties, except that disclosure is permitted to landlord’s lenders and
\nprospective purchasers and to others as may be required to be disclosed by
\nlaw.<\/p>\n
18. ESTOPPEL CERTIFICATE<\/p>\n
Tenant agrees from time to time, within ten (10) days after request of
\nLandlord, to deliver to Landlord, or Landlord’s designee, an estoppel
\ncertificate stating that this Lease is in full force and effect, that this
\nLease has not been modified (or stating all modifications, written or oral,
\nto this Lease), the date to which Rent has been paid, the unexpired portion
\nof this Lease, that there are no current defaults by Landlord or Tenant under
\nthis Lease (or specifying any such defaults), that the leasehold estate
\ngranted by this Lease is the sole interest of Tenant in the Premises and\/or
\nthe land at which the Premises are situated, and such other matters
\npertaining to this Lease as may be reasonably requested by Landlord or any
\nmortgagee, beneficiary, purchaser or prospective purchaser of the Building or
\nProject or any interest therein. Failure by Tenant to execute and deliver
\nsuch certificate shall constitute an acceptance: of the Premises and
\nacknowledgment by Tenant that the statements included are true and correct
\nwithout exception. Tenant agrees that if Tenant fails to execute and deliver
\nsuch certificate within such ten (10) day period. Landlord may execute and
\ndeliver such certificate on Tenant’s behalf and that such certificate shall
\nbe binding on Tenant. Landlord and Tenant intend that any statement delivered
\npursuant to this Paragraph may be relied upon by any mortgagee, beneficiary,
\npurchaser or prospective purchaser of the Building or Project or any interest
\ntherein. The parties agree that Tenant’s obligation to furnish such estoppel
\ncertificates in a timely fashion is a material inducement for Landlord’s
\nexecution of this Lease, and shall be an event of default (without any cure
\nperiod that might be provided under Paragraph 26.A(3) of this Lease) if
\nTenant fails to fully comply or makes any material misstatement in any such
\ncertificate.<\/p>\n
19. SECURITY DEPOSIT<\/p>\n
Tenant agrees to deposit with Landlord upon execution of this Lease, a
\nsecurity deposit as stated in the Basic Lease Information (the “Security
\nDeposit”), which sum shall be held and owned by Landlord, without obligation
\nto pay interest, as security for the performance of Tenant’s covenants and
\nobligations under this Lease. The Security Deposit is not an advance rental
\ndeposit or a measure of damages incurred by Landlord in cast of Tenant’s
\ndefault. Upon the occurrence of any event of default by Tenant, beyond any
\napplicable cure periods, Landlord may from time to time, without prejudice to
\nany other remedy provided herein or by law, use such fund as a credit to the
\nextent necessary to credit against any arrears of Rent or other payments due
\nto Landlord hereunder. and any other damage, injury. expense or liability
\ncaused by such event of default, and Tenant “I pay to Landlord. on demand,
\nthe amount so applied in order to restore the Security Deposit to its
\noriginal amount. Although the Security Deposit shall be deemed the property
\nof Landlord, any remaining balance of such deposit shall be returned by
\nLandlord to Tenant at such time after termination of this Lease that all of
\nTenant’s obligations under this Lease have been fulfilled, reduced by such
\namounts as may be required by Landlord to remedy defaults on the part of
\nTenant in the payment of Rent or other obligations of Tenant under this
\nLease, to repair damage to the Premises, Building or Project caused by Tenant
\nor any Tenant’s Parties and to clean the Premises. Landlord may use and
\ncommingle the Security Deposit with other funds of Landlord.<\/p>\n
20. LIMITATION OF TENANTS REMEDIES<\/p>\n
The obligations and liability of Landlord to Tenant for any default by
\nLandlord under the tam of this Lease am not personal obligations of Landlord
\nor of the individual or other partners of Landlord or its or their partners,
\ndirectors, officers, or shareholders. and Tenant agrees to look solely to
\nLandlord’s interest in the Project for the recovery of any amount from
\nLandlord. and shall not look to other assets of Landlord nor seek recourse
\nagainst the assets of the individual or other partners of Landlord or its or
\ntheir partners, directors, officers or shareholders. Any lien obtained to
\nenforce any such judgment and any levy of execution thereon shall be subject
\nand subordinate to any lien, mortgage or deed of bug on the Project. Under no
\ncircumstances “I Tenant have the right to offset against or recoup Rent or
\nother payments due and to become due to Landlord hereunder except as
\nexpressly provided in Paragraph 23.B. below, which Rent and other payments
\nshall be absolutely due and payable hereunder in accordance with the terms
\nhereof.<\/p>\n
21. ASSIGNMENT AND SUBLETTING<\/p>\n
A. (1) GENERAL. This Lease has been negotiated to be and is granted as an
\n accommodation to Tenant. Accordingly, this Lease is personal to Tenant,
\n and Tenant’s rights granted hereunder do not include the right to assign
\n this Lease or sublease the Premises, or to receive any excess, either in
\n installments or lump sum, over the Rent which is expressly reserved by
\n Landlord as hereinafter provided, except as otherwise expressly
\n hereinafter provided. Tenant shall not assign or pledge this Lease or
\n sublet the Premises or any part thereof, whether voluntarily or by
\n operation of law, or permit the use or occupancy of the Premises or any
\n part thereof by anyone other than Tenant, or suffer or permit any such
\n assignment, pledge, subleasing or occupancy, without Landlord’s prior
\n written consent except as provided herein. If Tenant desires to assign
\n this Lease or sublet any or all of the Premises, Tenant shall give
\n Landlord written notice (the “Transfer Notice”) at least thirty (30)
\n days prior to the anticipated effective date of the proposed assignment
\n or sublease, which shall contain all of the information reasonably
\n requested by Landlord to address Landlord’s decision criteria specified
\n hereinafter. Landlord shall then have a period of fifteen (15)<\/p>\n
11<\/p>\n
days following receipt of the Transfer Notice to notify Tenant in writing
\n that Landlord elects either: (i) to terminate this Lease as to the space
\n so affected as of the date so requested by Tenant, provided that
\n cumulative fifty percent (50%) or more of the Premises is proposed to be
\n sublet; or (ii) to consent to the Proposed assignment or sublease,
\n subject, however, to Landlord’s prior written consent of the proposed
\n assignee or subtenant and of any related documents or agreements
\n associated with the assignment or sublease. If Landlord should fail to
\n notify Tenant in writing of such election within said period, Landlord
\n shall be deemed to have waived option (i) above, but written consent by
\n Landlord of the proposed assignee or subtenant shall still be required.
\n If Landlord does not exercise option (i) above, Landlord’s consent to a
\n proposed assignment or sublease shall not be unreasonably withheld.
\n Consent to any assignment or subletting shall not constitute consent to
\n any subsequent transaction to which this Paragraph 21 applies.
\n Notwithstanding anything to the contrary contained in this Lease, if
\n Landlord notifies Tenant of the exercise of its recapture right pursuant
\n to this Paragraph 21.A., Tenant shall have the right, within five (5)
\n business days after receipt of Landlord’s notice, to rescind in writing,
\n its request for Landlord’s consent to the transfer, in which case this
\n Lease shall continue in full force and effect.<\/p>\n
(2) CONDITIONS OF LANDLORD’S CONSENT. Without limiting the other
\n instances in which it may be reasonable for Landlord to withhold
\n Landlord’s consent to an assignment or subletting, Landlord and Tenant
\n acknowledge that it -hall be reasonable for Landlord to withhold
\n Landlord’s consent in the following instances: if the proposed assignee
\n does not agree to be bound by and assume the obligations of Tenant under
\n this Lease in form and substance-reasonably satisfactory to Landlord.
\n the use of the Premises by such proposed assignee or subtenant would not
\n be a Permitted Use or would violate any exclusivity or other arrangement
\n which Landlord has with any other tenant or occupant or any Regulation
\n or would increase the Occupancy Density or Parking Density of the
\n Building or Project, or would otherwise result in an undesirable tenant
\n mix for the Project as determined by Landlord; the proposed assignee or
\n subtenant is not of sound financial condition as determined by Landlord
\n in Landlord’s sole discretion; the proposed assignee or subtenant is a
\n governmental agency; the proposed assignee or subtenant does not have a
\n good reputation as a tenant of property or a good business reputation;
\n the proposed assignee or subtenant is a person with whom Landlord is
\n negotiating to lease space in the Project or is a present tenant of the
\n Project and Landlord then has space which will reasonably satisfy the
\n proposed transferee’s space needs the assignment or subletting would
\n entail any Alterations which would lessen the value of the leasehold
\n improvements in the Premises or use of any Hazardous Materials or other
\n noxious use or use which may unreasonably disturb other tenants of the
\n Project; or Tenant is in default of any obligation of Tenant under this
\n Lease, beyond any applicable cure periods, or Tenant has defaulted under
\n this Lease on three (3) or more occasions during any twelve (12) months
\n preceding the date that Tenant “I request consent. Failure by or refusal
\n of Landlord to consent to a proposed assignee or subtenant shall not
\n cause a termination of this Lease. Upon a termination tinder Paragraph
\n 21.A.(1)(i), Landlord may lease the Promises to any party, including
\n parties with whom Tenant has negotiated an assignment or sublease.
\n without incurring any liability to Tenant. At the option of Landlord, a
\n surrender and termination of this Lease shall operate as an assignment
\n to Landlord of some or all subleases or subtenancies. Landlord shall
\n exercise this option by giving notice of that assignment to such
\n subtenants on or before the effective date of the surrender and
\n termination. in connection with each request for assignment or
\n subletting. Tenant shall pay to Landlord Landlord’s standard fee for
\n approving such requests, as well as all costs incurred by Landlord or
\n any mortgagee or ground lessor in approving each such request and
\n effecting any such transfer, including, without limitation, reasonable
\n attorneys’ fees. All such costs shall not exceed actual costs incurred
\n by Landlord, plus an administration fee not to exceed $500.00 per
\n transaction.<\/p>\n
B. BONUS RENT. Any Rent or other consideration realized by Tenant under any
\nsuch sublease or assignment in excess of the Rent payable hereunder, after
\namortization of a reasonable brokerage commission and the cost of any tenant
\nimprovements which Tenant is required to make under the proposed sublease or
\nassignment agreement amortized over the term of the proposed sublease or
\nassignment as the case may be, excluding any furniture, fixtures or equipment
\nleased or sold to the prospective tenant, incurred by Tenant. shall be
\ndivided and paid, ten percent (10%) to Tenant, ninety percent (90%) to
\nLandlord. In any subletting or assignment undertaken by Tenant. Tenant shall
\ndiligently seek to obtain the maximum rental amount available in the
\nmarketplace for comparable space available for primary Leasing.<\/p>\n
C. CORPORATION. If Tenant is a corporation, a transfer of corporate shares by
\nsale, assignment, bequest, inheritance, operation of law or other disposition
\n(including such a transfer to or by a receiver or trustee in federal or state
\nbankruptcy, insolvency or other proceedings) resulting in a change in the
\npresent control of such corporation or any of its parent corporations by the
\nperson or persons owning a majority of said corporate shares, shall constitute
\nan assignment for purposes of this Lease. The transfer of outstanding capital
\nstock or other listed equity interests, or the purchase of equity interests
\nissued in an initial public offering of stock, by persons or parties other than
\n“insiders” within the meaning or the Securities Exchange Act of 1934, as
\namended, through “over-the-counter” market to any recognized national or
\ninternational securities exchange shall not be included in determining whether
\nControl (as defined below) has been transferred. “Control” shall mean direct or
\nindirect ownership of fifty percent (50%) or more of the voting stock of a
\ncorporation of fifty percent (50%) or more of the legal or equitable interest in
\nany other business entity, or the power to direct the operations of any entity
\n(by equity ownership, contract or otherwise).<\/p>\n
Notwithstanding the provisions of this Paragraph 21, Tenant may assign
\nthis Lease or sublet the entire Premises to any corporation which controls,
\nis controlled by or is under common control with, Tenant (each a “Permitted
\nTenant Affiliate”), provided that the Permitted Tenant Affiliate assumes, in
\nfull, the obligations off Tenant under this Lease and has a net worth at
\nleast equal to the net worth of Tenant as of the date of this Lease. If
\nTenant is a corporation, a dissolution of the corporation or a transfer (by
\none (1) or more transactions) of a majority of the voting stock of Tenant
\nshall be deemed to be an assignment of this Lease subject to the provisions
\nof this Paragraph 21; provided, however, that the provisions of this sentence
\nshall not apply to transactions with a corporation into or with which Tenant
\nis merged or consolidated or to which substantially all of Tenant’s assets
\nare transferred (each a “surviving corporation”) where (i) the surviving
\ncorporation is a Permitted Tenant Affiliate, (ii) the surviving. corporation
\nhas a net worth at least equal to the net worth of Tenant as of the date of
\nthis Lease and (iii) the surviving corporation assumes, in full, the
\nobligations of Tenant under this Lease.<\/p>\n
D. UNINCORPORATED ENTITY. If Tenant is a partnership, joint venture,
\nunincorporated limited liability company or other unincorporated business form,
\na transfer of the interest of persons, firms or entities responsible for
\nmanagerial control of Tenant by sale.<\/p>\n
E. LIABILITY. No assignment or subletting by Tenant, permitted or otherwise,
\nshall relieve Tenant of any obligation under this Lease or alter the primary
\nliability of the Tenant named herein for the payment of Rent or for the
\nperformance of any other obligations to be performed by Tenant, including
\nobligations contained in Paragraph 25 with respect to any assignee or subtenant.
\nLandlord may collect rent or other amounts or any portion thereof from any
\nassignee, subtenant or other occupant of the Premises, permitted or otherwise,
\nand apply the net rent collected to the Rent payable hereunder, but no such
\ncollection shall be deemed to be a waiver of this Paragraph 21, or the
\nacceptance of the assignee, subtenant or occupant as tenant, or a release of
\nTenant from the further performance by Tenant of the obligations of Tenant under
\nthis Lease. Any assignment or subletting which conflicts with the provisions
\nhereof shall be void.<\/p>\n
12<\/p>\n
22. AUTHORITY<\/p>\n
Landlord represents and warrants that it has full right and authority to
\nenter into this Lease and to perform all of Landlord’s obligations hereunder
\nand that all persons signing this Lease on its behalf are authorized to do.
\nTenant and the person or persons, if any, signing on behalf of Tenant,
\njointly and severally represent and warrant that Tenant has full right and
\nauthority to enter into this Lease, and to perform all of Tenant’s
\nobligations hereunder, and that all persons signing this Lease on its behalf
\nare authorized to do so.<\/p>\n
23. CONDEMNATION<\/p>\n
A. CONDEMNATION RESULTING IN TERMINATION. If the whole or any substantial part
\nof the Premises should be taken or condemned for any public use under any
\nRegulation, or by right of eminent domain, or by private purchase in lieu
\nthereof, and the taking would prevent or materially interfere with the Permitted
\nUse of the Premises, either party shall have the right to terminate this Lease
\nat its option. If any material portion of the Building or Project is taken or
\ncondemned for any public use under any Regulation, or by right of eminent
\ndomain, or by private purchase in lieu thereof, Landlord may terminate this
\nLease at its option. In either of such events, the Rent shall be abated during
\nthe unexpired portion of this Lease, effective when the physical taking of said
\nPremises shall have occurred.<\/p>\n
B. CONDEMNATION NOT RESULTING IN TERMINATION. If a portion of the Project of
\nwhich the Premises are a part should be taken or condemned for any public use
\nunder any Regulation, or by right of eminent domain, or by private purchase in
\nlieu thereof, and the taking prevents or materially interferes with the
\nPermitted Use of the Premises, and this Lease is not terminated as provided in
\nParagraph 23.A. above, the Rent payable hereunder during the unexpired portion
\nof this Lease shall be reduced, beginning on the date when the physical taking
\nshall have occurred, to such amount as may be fair and reasonable under all of
\nthe circumstances, but only after giving Landlord credit for all sums received
\nor to be received by Tenant by the condemning authority. Notwithstanding
\nanything to the contrary contained in this Paragraph, if the temporary use or
\noccupancy of any part of the Premises shall be taken or appropriated under power
\nof eminent domain during the Term, this Lease shall be and remain unaffected by
\nsuch taking or appropriation and Tenant shall continue to pay in full all Rent
\npayable hereunder by Tenant during the Term; in the event of any such temporary
\nappropriation or taking, Tenant shall be entitled to receive that portion of any
\naward which represents compensation for the use of or occupancy of the Premises
\nduring the Term, and Landlord shall be entitled to receive that portion of any
\naward which represents the cost of restoration of the Premises and the use and
\noccupancy of the Premises. If the temporary taking or appropriation under the
\npower of eminent domain does not exceed two hundred forty (240) days and such
\ntaking shall prevent or materially interfere with the Permitted Use of the
\nPremises, Tenant shall have the right to terminate this Lease.<\/p>\n
C. AWARD. Landlord shall be entitled to (and Tenant shall assign to Landlord)
\nany or all payment, income, rent, award or any interest therein whatsoever which
\nmay be paid or made in connection with such taking or conveyance and Tenant
\nshall have no claim against Landlord or otherwise for any sums paid by virtue of
\nsuch proceedings, whether or not attributable to the value of any unexpired
\nportion of this Lease, except as expressly provided in this Lease.
\nNotwithstanding the foregoing, any compensation specifically and separately
\nawarded Tenant for Tenant’s personal property and moving costs, shall be and
\nremain the property of Tenant.<\/p>\n
D. WAIVER OF CCP SS. 1265.130. Each party waives the provisions of California
\nCivil Code Procedure Section 1265.130 allowing either party to petition the
\nsuperior court to terminate this Lease as a result of a partial taking.<\/p>\n
24. CASUALTY DAMAGE<\/p>\n
A. GENERAL. If the Premises or Building should be damaged or destroyed by fire,
\ntornado, or other casualty (collectively, “Casualty”), Tenant shall give
\nimmediate written notice thereof to Landlord. Within thirty (30) days after
\nLandlord’s receipt of such notice Landlord shall notify Tenant whether in
\nLandlord’s estimation material restoration of the Premises can reasonably be
\nmade within one hundred eighty (180) days from the date of Landlord’s notice and
\nreceipt of required permits for such restoration. Landlord’s determination shall
\nbe binding on Tenant.<\/p>\n
B. WITHIN 180 DAYS. If the Premises or Building should be damaged by Casualty to
\nsuch extent that material restoration can in Landlord’s estimation be reasonably
\ncompleted within one hundred eighty (180) days after the date of Landlord’s
\nnotice and, receipt of required permits for such restoration, this Lease shall
\nnot terminate. Provided that insurance proceeds are received by Landlord to
\nfully repair the damage, Landlord shall proceed to rebuild and repair the
\nPremises in the manner determined by Landlord, except that Landlord shall not be
\nrequired to rebuild, repair or replace any part of the Alterations which may
\nhave been placed on or about the Premises by Tenant. If the Premises are
\nuntenantable in whole or in part following such damage, the Rent payable
\nhereunder during the period in which they are untenantable shall be abated
\nproportionately, but only to the extent of rental abatement insurance proceeds
\nreceived by Landlord during the time and to the extent the Premises are unfit
\nfor occupancy.<\/p>\n
C. GREATER THAN 180 DAYS. If the Premises or Building should be damaged by
\nCasualty to such extent that rebuilding or repairs cannot in Landlord’s
\nestimation be reasonably completed within one hundred eighty (180) days after
\nthe date of such notice and receipt of required permits for such rebuilding or
\nrepair, then Landlord shall have the option of either (1) terminating this Lease
\neffective upon the date of the occurrence of such damage, in which event the
\nRent shall be abated during the unexpired portion of this Lease; or (2) electing
\nto rebuild or repair the Premises diligently and in the manner determined by
\nLandlord. Landlord shall notify Tenant of its election within thirty (30) days
\nafter Landlord’s receipt of notice of the damage or destruction. Notwithstanding
\nthe above, Landlord shall not be required to rebuild, repair or replace any part
\nof any Alterations which may have been placed, on or about the Premises by
\nTenant. If the Premises are untenantable in whole or in part following such
\ndamage, the Rent payable hereunder during the period in which they are
\nuntenantable shall be abated proportionately, but only to the extent of rental
\nabatement insurance proceeds received by Landlord during the time and to the
\nextent the Premises are unfit for occupancy.<\/p>\n
D. TENANT’S FAULT. Notwithstanding anything herein to the contrary, if the
\nPremises or any other portion of the Building are damaged by Casualty resulting
\nfrom the fault, negligence, or breach of this Lease by Tenant or any of Tenant’s
\nParties, Base Rent and Additional Rent shall not be diminished during the repair
\nof such damage and Tenant shall be liable to Landlord for the cost and expense
\nof the repair and restoration of the Building caused thereby to the extent such
\ncost and expense is not covered by insurance proceeds.<\/p>\n
E. INSURANCE PROCEEDS. Notwithstanding anything herein to the contrary, if the
\nPremises or Building are damaged or destroyed and are not fully covered by the
\ninsurance proceeds received by Landlord or if the holder of any indebtedness
\nsecured by a mortgage or deed of trust covering the Premises requires that the
\ninsurance proceeds be applied to such indebtedness then in either case Landlord
\nshall have the right to terminate this Lease by delivering written notice of
\ntermination to Tenant within thirty (30) days after the date of notice to
\nLandlord that said damage or destruction is not fully covered by insurance or
\nsuch requirement is made by any such holder, as the case may be, whereupon this
\nLease shall terminate.<\/p>\n
F. WAIVER. This Paragraph 24 shall be Tenant’s sole and exclusive remedy in the
\nevent of damage or destruction to the Premises or the Building. As a material
\nenhancement to Landlord entering into this Lease, Tenant hereby waives any
\nrights it may have under Sections 1932, 1933(4), 1941 or 1942 of the Civil Code
\nof California with respect to my destruction of the Premises, Landlord’s
\nobligation for<\/p>\n
13<\/p>\n
tenantability of the Premises and Tenant’s right to make repairs and deduct
\nthe expenses of such repairs, or under any similar law, statute or ordinance
\nnow or hereafter in effect.<\/p>\n
G. TENANT’S PERSONAL PROPERTY. In the event of any damage or destruction of the
\nPremises or the Building, under no circumstances shall Landlord be required to
\nrepair any injury or damage to, or make any repairs to or replacements of,.
\nTenant’s personal property.<\/p>\n
H. TENANT’S RIGHT TO TERMINATE. If all or a substantial part of the Premises are
\nrendered unusable for the Permitted Use by damage to all or any part of the
\nProject from fire or other casualty, and Landlord does not elect to terminate
\nthe Lease as provided in Paragraph 24.C., then Tenant may elect to terminate
\nthis Lease if Landlord’s estimate of the time required to complete Landlord’s
\nrepair obligations under this Lease is greater than two hundred ten (210) days
\nafter commencement of the repair or restoration work.<\/p>\n
25. HOLDING OVER<\/p>\n
Unless Landlord expressly consents in writing to Tenant’s holding over,
\nTenant shall be unlawfully and illegally in possession of the Premises,
\nwhether or not Landlord accepts any rent from Tenant or any other person
\nwhile Tenant remains in possession of the Premises without Landlord’s written
\nconsent. If Tenant shall retain possession of the Premises or any portion
\nthereof without Landlord’s consent following the expiration of this Lease or
\nsooner termination for any reason, then Tenant shall pay to Landlord for each
\nday of such retention triple the amount of daily rental as of the last month
\nprior to the date of expiration or earlier termination. Tenant shall also
\nindemnify, defend, protect and hold Landlord harmless from any loss,
\nliability or cost, including consequential and incidental damages and
\nreasonable attorneys’ fees, incurred by Landlord resulting from delay by
\nTenant in surrendering the Premises, including, without limitation, any
\nclaims made by the succeeding tenant founded on such delay. Acceptance of
\nRent by Landlord following expiration or earlier termination of this Lease,
\nor following demand by Landlord for possession of the Premises, shall not
\nconstitute a renewal of this Lease, and nothing contained in this Paragraph
\n25 shall waive Landlord’s right of reentry or any other right. Additionally,
\nif upon expiration or earlier termination of this Lease, or following demand
\nby Landlord for possession of the Premises, Tenant has not fulfilled its
\nobligation with respect to repairs and cleanup of the Premises or any other
\nTenant obligations as set forth in this Lease, then Landlord shall have the
\nright to perform any such obligations as it deems necessary at Tenant’s sole
\ncost and expense, and any time required by Landlord to complete such
\nobligations shall be considered a period of holding over and the terms of
\nthis Paragraph 25 shall apply. The provisions of this Paragraph 25 shall
\nsurvive any expiration or earlier termination of this Lease.<\/p>\n
26. DEFAULT<\/p>\n
A. EVENTS OF DEFAULT. The occurrence of any of the following shall
\n constitute an event of default on the part of Tenant:<\/p>\n
(1) ABANDONMENT. Abandonment or vacation of the Premises for a
\n continuous period in excess of five (5) days. Tenant waives any right to
\n notice Tenant may have under Section 1951.3 of the Civil Code of the
\n State of California, the terms of this Paragraph 26.A. being deemed such
\n notice to Tenant as required by said Section 1951.3.<\/p>\n
(2) NONPAYMENT OF RENT. Failure to pay any installment of Rent or any
\n other amount due and payable hereunder within three (3) days after the
\n date when said payment is due, as to which time is of the essence.<\/p>\n
(3) OTHER OBLIGATIONS. Failure to perform any obligation, agreement or
\n covenant under this Lease other than those matters specified in
\n subparagraphs (1) and (2) of this Paragraph 26A., such failure
\n continuing for fifteen (15) days after written notice of such failure,
\n as to which time is of the essence provided that Tenant shall not be in
\n default hereunder if Tenant commences the cure within the fifteen (15)
\n day period and thereafter diligently prosecutes the cure to completion
\n with an additional fifteen (15) days.<\/p>\n
(4) GENERAL ASSIGNMENT. A general assignment by Tenant for the benefit
\n of creditors.<\/p>\n
(5) BANKRUPTCY. The filing of any voluntary petition in bankruptcy by
\n Tenant, or the filing of an involuntary petition by Tenant’s creditors,
\n which involuntary petition remains undischarged for a period of thirty
\n (30) days. If under applicable law, the trustee in bankruptcy or Tenant
\n has the right to affirm this Lease and continue to perform the
\n obligations of Tenant hereunder, such trustee or Tenant shall, in such
\n time period as may be permitted by the bankruptcy court having
\n jurisdiction, cure all defaults of Tenant hereunder outstanding as of
\n the date of the affirmance of this Lease and provide to Landlord such
\n adequate assurances as may be necessary to ensure Landlord of the
\n continued performance of Tenant’s obligations under this Lease.<\/p>\n
(6) RECEIVERSHIP. The employment of a receiver to take possession of
\n substantially all of Tenant’s assets or Tenant’s leasehold of the
\n Premises, if such appointment remains undismissed or undischarged for a
\n period of thirty (30) days after the order therefor.<\/p>\n
(7) ATTACHMENT. The attachment, execution or other judicial seizure of
\n all or substantially all of Tenant’s assets or Tenant’s leasehold of the
\n Premises, if such attachment or other seizure remains undismissed or
\n undischarged for a period of thirty (30) days after the levy thereof.<\/p>\n
(8) INSOLVENCY. The admission by Tenant in writing of its inability to
\n pay its debts as they become due.<\/p>\n
B. REMEDIES UPON DEFAULT<\/p>\n
(1) TERMINATION. In the event of the occurrence of any event of default,
\n Landlord shall have the right to give a written termination notice to
\n Tenant, and on the day specified in such notice, Tenant’s right to
\n possession shall terminate, and this Lease shall terminate unless on or
\n before such date all Rent in arrears and all costs and expenses incurred
\n by or on behalf of Landlord hereunder shall have been paid by Tenant and
\n all other events of default of this Lease by Tenant at the time existing
\n shall have been fully remedied to the satisfaction of Landlord. At any
\n time after such termination, Landlord may recover possession of the
\n Premises or any part thereof and expel and remove therefrom Tenant and
\n any other person occupying the same, including any subtenant or
\n subtenants notwithstanding Landlord’s consent to any sublease, by any
\n lawful means, and again repossess and enjoy the Premises without
\n prejudice to any of the remedies that Landlord may have under this
\n Lease, or at law or equity by any reason of Tenant’s default or of such
\n termination. Landlord hereby reserves the right, but shall not have the
\n obligation to recognize the continued possession of any subtenant. The
\n delivery or surrender to Landlord by or on behalf of Tenant of keys,
\n entry codes or other means to bypass security at the Premises shall not
\n terminate this Lease.<\/p>\n
(2) CONTINUATION AFTER DEFAULT. Even though an event of default may have
\n occurred, this Lease shall continue in effect for so long as Landlord
\n does not terminate Tenant’s right to possession under Paragraph 26.B.(1)
\n hereof, and Landlord may enforce all of Landlord’s rights and remedies
\n under this Lease and at law or in equity, including without limitation,
\n the right to recover Rent as it becomes due, and Landlord, without
\n terminating this Lease, may exercise all of the rights and remedies of a<\/p>\n
14<\/p>\n
landlord under Section 1951.4 of the Civil Code of the State of
\n California or any successor code section. Acts of maintenance,
\n preservation or efforts to lease the Premises or the appointment of a
\n receiver under application of Landlord to protect Landlord’s interest
\n under this Lease or other entry by Landlord upon the Premises shall not
\n constitute an election to terminate Tenant’s right to possession.<\/p>\n
(3) INCREASED SECURITY DEPOSIT. If Tenant is in default under Paragraph
\n 26.A.(2) hereof and such default remains uncured for ten (10) days after
\n such occurrence or beyond any applicable cure periods, whichever is late
\n or such default occurs more than three times in any twelve (12) month
\n period, Landlord may require that Tenant increase the Security Deposit
\n to the amount of three times the current month’s Rent at the time of the
\n most recent default.<\/p>\n
C. DAMAGES AFTER DEFAULT. Should Landlord terminate this Lease pursuant to
\nthe provisions of Paragraph 26.B.(i) hereof, Landlord shall have the rights
\nand remedies of a Landlord provided by Section 1951.2 of the Civil Code of
\nthe State of California, or any successor code sections. Upon such
\ntermination, in addition to any other rights and remedies to which Landlord
\nmay be entitled under applicable law or at equity, Landlord shall be entitled
\nto recover from Tenant: (1) the worth at the time of award of the unpaid Rent
\nand other amounts which had been earned at the time of termination, (2) the
\nworth at the time of award of the amount by which the unpaid Rent and other
\namounts that would have been earned after the date of termination until the
\ntime of award exceeds the amount of such Rent loss that Tenant proves could
\nhave been reasonably avoided; (3) the worth at the time of award of the
\namount by which the unpaid Rent and other amounts for the balance of the Term
\nafter the time of award exceeds the amount of such Rent loss that the Tenant
\nproves could be reasonably avoided; and (4) any other amount and court costs
\nnecessary to compensate Landlord for all detriment proximately caused by
\nTenant’s failure to perform Tenant’s obligations under this Lease or which,
\nin the ordinary course of things, would be likely to result therefrom. The
\n“worth at the time of award” as used in (1) and (2) above shall be computed
\nat the Applicable Interest Rate (defined below). The “worth at the time of
\naward” as used in (3) above shall be computed by discounting such amount at
\nthe Federal Discount Rate of the Federal Reserve Bank of San Francisco at the
\ntime of award plus one percent (1%). If this Lease provides for any periods
\nduring the Term during which Tenant is not required to pay Base Rent or if
\nTenant otherwise receives a Rent concession, then upon the occurrence of an
\nevent of default, Tenant shall owe to Landlord the full amount of such Base
\nRent or value of such Rent concession, plus interest at the Applicable
\nInterest Rate, calculated from the date of such Base Rent or Rent concession
\nwould have been payable.<\/p>\n
D. LATE CHARGE. In addition to its other remedies, Landlord shall have the
\nright without notice or demand to add to the amount of any payment required
\nto be made by Tenant hereunder, and which is not paid and received by
\nLandlord on or before the third day of each calendar month, an amount equal
\nto ten percent (10%) of the delinquency for each month or portion thereof
\nthat the delinquency remains outstanding to compensate Landlord for the loss
\nof the use of the amount not paid and the administrative costs caused by the
\ndelinquency, the parties agreeing that Landlord’s damage by virtue of such
\ndelinquencies would be extremely difficult and impracticable to compute and
\nthe amount stated herein represents a reasonable estimate thereof. Any waiver
\nby Landlord of any late charges or failure to claim the same shall not
\nconstitute a waiver of other late charges or any other remedies available to
\nLandlord.<\/p>\n
E. INTEREST. Interest shall accrue on all sums not paid when due hereunder at
\nthe lesser of eighteen percent (18%) per annum or the maximum interest rate
\nallowed by law (“Applicable Interest Rate”) from the due date until paid.<\/p>\n
F. REMEDIES CUMULATIVE. All rights, privileges and elections or remedies of the
\nparties are cumulative and not alternative, to the extent permitted by law and
\nexcept as otherwise provided herein.<\/p>\n
27. LIENS<\/p>\n
Tenant shall at all times keep the Premises and the Project free from
\nliens arising out of or related to work or services performed, materials or
\nsupplies furnished or obligations incurred by or on behalf of Tenant or in
\nconnection with work made, suffered or done by or on behalf of Tenant in or
\non the Premises or Project. If Tenant shall not, within ten (10) days
\nfollowing the imposition of any such lien, cause the same to be released of
\nrecord by payment or posting of a proper bond, Landlord shall have, in
\naddition to all other remedies provided herein and by law, the right, but not
\nthe obligation, to cause the same to be released by such means as Landlord
\nshall deem proper, including payment of the claim giving rise to such lien.
\nAll sums paid by Landlord on behalf of Tenant and all expenses incurred by
\nLandlord in connection therefor shall be payable to Landlord by Tenant on
\ndemand with interest at the Applicable Interest Rate as Additional Rent.
\nLandlord shall have the right at all times to post and keep posted on the
\nPremises any notices permitted or required by law, or which Landlord shall
\ndeem proper, for the protection of Landlord, the Premises, the Project and
\nany other party having an interest therein, from mechanics’ and materialmen’s
\nliens, and Tenant shall give Landlord not less than ten (10) business days
\nprior written notice or the commencement of any work in the Premises or
\nProject which could lawfully give rise to a claim for mechanics’ or
\nmaterialmen’s liens to permit Landlord to post and record a timely notice of
\nnon-responsibility, as Landlord may elect to proceed or as the law may from
\nlime to time provide, in accordance with the entry provisions set forth in
\nParagraph 14, or which purpose, if Landlord shall so determine, Landlord may
\nenter the Premises. Tenant shall not remove any such notice posted by
\nLandlord without Landlord’s consent, and in any event not before completion
\nof the work which could lawfully give rise to a claim for mechanics’ or
\nmaterialmen’s liens.<\/p>\n
28. SUBSTITUTION<\/p>\n
A. At any time after execution and commencement of this Lease, landlord may
\nsubstitute for the Premises other premises in the Project or owned by
\nLandlord in the vicinity of the Project (the “New Premises”) upon not less
\nthan sixty (60) days prior written notice, in which event the New Premises
\nshall be deemed to be the Premises for all purposes hereunder and this Lease
\nshall be deemed modified accordingly to reflect the new location and shall
\nremain in full force and effect as so modified, provided that:<\/p>\n
(1) The New Premises shall be similar in area and in function for
\n Tenant’s purposes; and<\/p>\n
(2) If Tenant is occupying the Premises at the time of such
\n substitution, Landlord shall pay the expense of physically moving Tenant,
\n Tenant’s property and equipment to the New Premises and shall at
\n Landlord’s sole cost, improve the New Premises with improvements
\n substantially similar to those the Landlord has committed to provide or
\n has provided in the Premises.<\/p>\n
29. TRANSFERS BY LANDLORD<\/p>\n
In the event of a sale or conveyance by Landlord of the Building or a
\nforeclosure by any creditor of Landlord, the same shall operate to release
\nLandlord from any liability upon any of the covenants or conditions, express
\nor implied, herein contained in favor of Tenant, to the extent required to be
\nperformed after the passing of title to Landlord’s successor-in-interest. In
\nsuch event, Tenant agrees to look solely to the responsibility of the
\nsuccessor-in-interest of Landlord under this Lease with respect to the
\nperformance of the covenants and duties of “Landlord” to be performed after
\nthe passing of title to Landlord’s successor-in-interest. This Lease shall
\nnot be affected by any such sale and Tenant agrees to attorn to the purchaser
\nor assignee. Landlord’s successor(s)-in-interest shall not have liability to
\nTenant with respect to the failure to perform any of the obligations of
\n“Landlord,” to the extent required to be performed prior to the date such
\nsuccessor(s)-in-interest became the owner of the Building, except that such
\nsuccessor shall be responsible for the proper disposition of the security
\ndeposit made by Tenant hereunder, but only to the extent that such successor
\nhas actually received the security deposit.<\/p>\n
15<\/p>\n
30. RIGHT OF LANDLORD TO PERFORM TENANT’S COVENANTS<\/p>\n
All covenants and agreements to be performed by Tenant under any of the
\nterms of this Lease shall be performed by Tenant at Tenant’s sole cost and
\nexpense and without any abatement of Rent. If Tenant shall fail to pay any
\nsum of money, other than Base Rent, required to be paid by Tenant hereunder
\nor shall fail to perform any other act on Tenant’s part to be performed
\nhereunder, including Tenant’s obligations under Paragraph 11 hereof, and such
\nfailure shall continue for fifteen (15) days after notice thereof by
\nLandlord, in addition to the other rights and remedies of Landlord, Landlord
\nmay make any such payment and perform any such act on Tenant’s part. In the
\ncase of an emergency, no prior notification by Landlord shall be required.
\nLandlord may take such actions without any obligation and without releasing
\nTenant from any of Tenant’s obligations. All sums so paid by Landlord and all
\nincidental costs incurred by Landlord and interest thereon at the Applicable
\nInterest Rate, from the date of payment by Landlord, shall be paid to
\nLandlord on demand as Additional Rent.<\/p>\n
31. WAIVER<\/p>\n
If either Landlord or Tenant waives the performance of any term,
\ncovenant or condition contained in this Lease, such waiver shall not be
\ndeemed to be a waiver of any subsequent breach of the same or any other term
\ncovenant or condition contained herein, or constitute a course of dealing
\ncontrary to the expressed terms of this Lease. The acceptance of Rent by
\nLandlord shall not constitute a waiver of any preceding breach by Tenant of
\nany term, covenant or condition of this Lease, regardless of Landlord’s
\nknowledge of such preceding breach at the time Landlord accepted such Rent.
\nFailure by Landlord to enforce any of the terms, covenants or conditions of
\nthis Lease for any length of time shall not be deemed to waive or decrease
\nthe right of Landlord to insist thereafter upon strict performance by Tenant.
\nWaiver by Landlord of any term, covenant or condition contained in this Lease
\nmay only be made by a written document signed by Landlord, based upon full
\nknowledge of the circumstances.<\/p>\n
32. NOTICES<\/p>\n
Each provision of this Lease or of any applicable governmental laws,
\nordinances, regulations and other requirements with reference to sending,
\nmailing, or delivery of any notice or the making of any payment by Landlord
\nor Tenant to the other shall be deemed to be complied with when and if the
\nfollowing steps are taken:<\/p>\n
A. RENT. All Rent and other payments required to be made by Tenant to Landlord
\nhereunder shall be payable to Landlord at Landlord’s Remittance Address set
\nforth in the Basic Lease Information, or at such other address as Landlord may
\nspecify from time to time by written notice delivered in accordance herewith.
\nTenant’s obligation to pay Rent and any other amounts to Landlord under the
\nterms of this Lease shall not be deemed satisfied until such Rent and other
\namounts have been actually received by Landlord.<\/p>\n
B. OTHER. All notices, demands, consents and approvals which may or are required
\nto be given by either party to the other hereunder shall be in writing and
\neither personally delivered, sent by commercial overnight courier, mailed,
\ncertified or registered, postage prepaid or sent by facsimile with confirmed
\nreceipt (and with an original sent by commercial overnight courier), and in each
\ncase addressed to the party to be notified at the Notice Address for such party
\nas specified in the Basic Lease Information or to such other place as the party
\nto be notified may from time to time designate by at least fifteen (15) days
\nnotice to the notifying party. Notices shall be deemed served upon receipt or
\nrefusal to accept delivery. Tenant appoints as its agent to receive the service
\nof all default notices and notice of commencement of unlawful detainer
\nproceedings the person in charge of or apparently in charge of occupying the
\nPremises at the time, and, if there is no such person, then such service may be
\nmade by attaching the same on the main entrance of the Premises.<\/p>\n
C. REQUIRED NOTICES. Tenant shall immediately notify Landlord in writing of any
\nnotice of a violation or a potential or alleged violation of any Regulation that
\nrelates to the Premises or the Project, or of any inquiry, investigation,
\nenforcement or other action that is instituted or threatened by any governmental
\nor regulatory agency against Tenant or any other occupant of the Premises, or
\nany claim that is instituted or threatened by any third party that relates to
\nthe Premises or the Project, of which Tenant has actual or constructive
\nknowledge.<\/p>\n
33. ATTORNEYS’ FEES<\/p>\n
If Landlord places the enforcement of this Lease, or any part thereof,
\nor the collection of any Rent due, or to become due hereunder, or recovery of
\npossession of the Premises in the hands of an attorney, Tenant shall pay to
\nLandlord, upon demand, Landlord’s reasonable attorneys’ fees and court costs,
\nwhether incurred without trial, at trial, appeal or review. In any action
\nwhich Landlord or Tenant brings to enforce its respective rights hereunder,
\nthe unsuccessful party shall pay all costs incurred by the prevailing party
\nincluding reasonable attorneys’ fees, to be fixed by the court, and said
\ncosts incurred by the prevailing party including reasonable attorneys’ fees,
\nto be fixed by the court, and said costs and attorney’s fees shall be a part
\nof the judgment in said action.<\/p>\n
34. SUCCESSORS AND ASSIGNS<\/p>\n
This Lease shall be binding upon and inure to the benefit of Landlord,
\nits successors and assigns, and shall be binding upon and inure to the
\nbenefit of Tenant, its successors, and to the extent assignment is approved
\nby Landlord as provided hereunder, Tenant’s assigns.<\/p>\n
35. FORCE MAJEURE<\/p>\n
If performance by a party of any portion of this Lease is made
\nimpossible by any prevention, delay, or stoppage caused by strikes, lockouts,
\nlabor disputes, acts of God, inability to obtain services, labor, or
\nmaterials or reasonable substitutes for those items, government actions,
\ncivil commotions, fire or other casualty, or other causes beyond the
\nreasonable control of the party obligated to perform. performance by that
\nparty for a period equal to the period of that prevention, delay, or stoppage
\nis excused. Tenant’s obligation to pay Rent, however, is not excused by this
\nParagraph 35.<\/p>\n
36. SURRENDER OF PREMISES<\/p>\n
Tenant shall, upon expiration or sooner termination of this Lease,
\nsurrender the Premises to Landlord in the same condition as existed on the
\ndate Tenant originally took possession thereof, reasonable wear and tear
\nexcepted, including, but not limited to, all interior walls cleaned, all
\ninterior painted surfaces repainted in the original color, all holes in the
\nwalls repaired, all carpets shampooed and cleaned, and all floors cleaned,
\nwaxed, and free of any Tenant-introduced marking or painting, all to the
\nreasonable satisfaction of Landlord. Tenant shall remove all of its debris
\nfrom the Project. At or before the time of surrender, Tenant shall comply
\nwith the terms of Paragraph 12.A. hereof with respect to Alterations to the
\nPremises and all other matters addressed in such Paragraph. If the Premises
\nare not so surrendered at the expiration or sooner termination of this Lease,
\nthe provisions of Paragraph 25 hereof shall apply. All keys to the Premises
\nor any part thereof shall be surrendered to Landlord upon expiration or
\nsooner termination of the Term. Tenant shall give written notice to Landlord
\nat least thirty (30) days prior to vacating the Premises and shall meet with
\nLandlord for a joint inspection of the Premises at the time of vacating, but
\nnothing contained herein shall be construed as an extension of the Term or as
\na consent by Landlord to any holding over by Tenant. In the event of Tenant’s
\nfailure to give such notice or participate in such joint inspection,
\nLandlord’s inspection at or after Tenant’s vacating the Premises shall
\nconclusively be deemed correct for purposes of determining Tenant’s
\nresponsibility for repairs and<\/p>\n
16<\/p>\n
restoration. Any delay caused by Tenant’s failure to carry out its
\nobligations under this Paragraph 36 beyond the term hereof, shall constitute
\nunlawful and illegal possession of Premises under Paragraph 25 hereof.<\/p>\n
37. PARKING<\/p>\n
So long as Tenant is occupying the Premises, Tenant and Tenant’s Parties
\nshall have the right to use up to the number of parking spaces, if any,
\nspecified in the Basic Lease Information on an unreserved, nonexclusive,
\nfirst come, first served basis, for passenger-size automobiles, in the
\nparking areas in the Project designated from time to time by Landlord for use
\nin common by tenants of the Building.<\/p>\n
Tenant may request additional parking spaces from time to time and if
\nLandlord in its sole discretion agrees to make such additional spaces
\navailable for use by Tenant, such spaces shall be provided on a
\nmonth-to-month unreserved and nonexclusive basis (unless otherwise agreed in
\nwriting by Landlord), and subject to such parking charges as Landlord shall
\ndetermine, and shall otherwise be subject to such terms and conditions as
\nLandlord may require.<\/p>\n
Tenant shall at all times comply and shall cause all Tenant’s Parties
\nand visitors to comply with all Regulations and any rules and regulations
\nestablished from time to time by Landlord relating to parking at the Project,
\nincluding any keycard, sticker or other identification or entrance system,
\nand hours of operation, as applicable.<\/p>\n
Landlord shall have no liability for any damage to property or other
\nitem located in the parking areas of the Project nor for any personal
\ninjuries or death arising out of the use of parking area in the Project by
\nTenant or any Tenant’s Parties. Without limiting the foregoing, if Landlord
\narranges for the parking areas to be operated by an independent contractor
\nnot affiliated with Landlord, Tenant acknowledges that Landlord shall have no
\nliability for claims arising through acts or omissions of such independent
\ncontractor. In all events, Tenant agrees to look first to its insurance
\ncarrier and to require that Tenant’s Parties look first to their respective
\ninsurance carriers for payment of any losses sustained in connection with any
\nuse of the parking areas.<\/p>\n
Landlord reserves the right in a non-discriminatory manner, to assign
\nspecific space, and to reserve spaces for visitors, small cars, disabled
\npersons or for other tenants or guests, and Tenant shall not park and shall
\nnot allow Tenant’s Parties to park in any such assigned or reserved spaces.
\nTenant may validate visitor parking by such method as Landlord may approve,
\nat the validation rate from time to time generally applicable to visitor
\nparking. Landlord also reserves the right to alter, modify, relocate or close
\nall or any portion of the parking areas in order to make repairs or perform
\nmaintenance service, or to restripe or renovate the parking areas, or if
\nrequired by casualty, condemnation, act of God, Regulations or for any other
\nreason deemed reasonable by Landlord.<\/p>\n
Landlord reserves the right to impose a charge for parking at a future
\ntime, such charge not to exceed fifty dollars ($50.00) per parking space per
\nmonth.<\/p>\n
38. MISCELLANEOUS<\/p>\n
A. GENERAL. The term “Tenant” or any pronoun used in place thereof shall
\nindicate and include the masculine or feminine, the singular or plural number,
\nindividuals, firms or corporations, and their respective successors, executors,
\nadministrators and permitted assigns, according to the context hereof.<\/p>\n
B. TIME. Time is of the essence regarding this Lease and all of its provisions.<\/p>\n
C. CHOICE OF LAW. This Lease shall in all respects be governed by the laws of
\nthe State of California.<\/p>\n
D. ENTIRE AGREEMENT. This Lease, together with its Exhibits, addenda and
\nattachments and the Basic Lease Information, contains all the agreements of the
\nparties hereto and supersedes any previous negotiations. There have been no
\nrepresentations made by the Landlord or understandings made between the parties
\nother than those set forth in this Lease and its Exhibits, addenda and
\nattachments and the Basic Lease Information.<\/p>\n
E. MODIFICATION. This Lease may not be modified except by a written instrument
\nsigned by the parties hereto. Tenant accepts the area of the Premises as
\nspecified in the Basic Lease Information as the approximate area of the Premises
\nfor all purposes under this Lease, and acknowledges and agrees that no other
\ndefinition of the area (rentable, usable or otherwise) of the Premises shall
\napply. Tenant shall in no event be entitled to a recalculation of the square
\nfootage of the Premises, rentable, usable or otherwise, and no recalculation, if
\nmade, irrespective of its purpose, shall reduce Tenant’s obligations under this
\nLease in any manner, including without limitation the amount of Base Rent
\npayable by Tenant or Tenant’s Proportionate Share of the Building and of the
\nProject. Unless required by any Regulation, no alteration, addition, repair or
\nmodification of or to the Premises, Building or Project shall materially
\ndecrease the size of the Premises.<\/p>\n
F. SEVERABILITY. If, for any reason whatsoever, any of the provisions hereof
\nshall be unenforceable or ineffective, all of the other provisions shall be and
\nremain in full force and effect.<\/p>\n
G. RECORDATION. Tenant shall not record this Lease or a short form memorandum
\nhereof.<\/p>\n
H. EXAMINATION OF LEASE. Submission of this Lease to Tenant does not constitute
\nan option or offer to lease and this Lease is not effective otherwise until
\nexecution and delivery by both Landlord and Tenant.<\/p>\n
I. ACCORD AND SATISFACTION. No payment by Tenant of a lesser amount than the
\ntotal Rent due nor any endorsement on any check or letter accompanying any check
\nor payment of Rent shall be deemed an accord and satisfaction of full payment of
\nRent, and Landlord may accept such payment without prejudice to Landlord’s right
\nto recover the balance of such Rent or to pursue other remedies. All offers by
\nor on behalf of Tenant of accord and satisfaction are hereby rejected in
\nadvance.<\/p>\n
J. EASEMENTS. Landlord may grant easements on the Project and dedicate for
\npublic use portions of the Project without Tenant’s consent; provided that no
\nsuch grant or dedication shall materially interfere with Tenant’s Permitted Use
\nof the Premises. Upon Landlord’s request, Tenant shall execute, acknowledge and
\ndeliver to Landlord documents, instruments, maps and plats necessary to
\neffectuate Tenant’s covenants hereunder.<\/p>\n
K. DRAFTING AND DETERMINATION PRESUMPTION. The parties acknowledge that this
\nLease has been agreed to by both the parties, that both Landlord and Tenant have
\nconsulted with attorneys with respect to the terms of this Lease and that no
\npresumption shall be created against Landlord because Landlord drafted this
\nLease. Except as otherwise specifically set forth in this Lease, with respect to
\nany consent, determination or estimation of Landlord required or allowed in this
\nLease or requested of Landlord, Landlord’s consent,<\/p>\n
17<\/p>\n
determination or estimation shall be given or made solely by Landlord in
\nLandlord’s good faith opinion, whether or not objectively reasonable. If
\nLandlord fails to respond to any request for its consent within the time
\nperiod, if any, specified in this Lease, Landlord shall be deemed to have
\ndisapproved such request.<\/p>\n
L. EXHIBITS. The Basic Lease Information, and the Exhibits, addenda and
\nattachments attached hereto are hereby incorporated herein by this reference and
\nmade a part of this Lease as though fully set forth herein.<\/p>\n
M. NO LIGHT, AIR OR VIEW EASEMENT. Any diminution or shutting off of light, air
\nor view by any structure which may be erected on lands adjacent to or in the
\nvicinity of the Building shall in no way affect this Lease or impose any
\nliability on Landlord.<\/p>\n
N. NO THIRD PARTY BENEFIT. This Lease is a contract between Landlord and Tenant
\nand nothing herein is intended to create any third party benefit.<\/p>\n
O. QUIET ENJOYMENT. Upon payment by Tenant of the Rent, and upon the observance
\nand performance of all of the other covenants, terms and conditions on Tenant’s
\npart to be observed and performed, Tenant shall peaceably and quietly hold and
\nenjoy the Premises for the term hereby demised without hindrance or interruption
\nby Landlord or any other person or persons lawfully or equitably claiming by,
\nthrough or under Landlord, subject, nevertheless, to all of the other terms and
\nconditions of this Lease. Landlord shall not be liable for any hindrance,
\ninterruption, interference or disturbance by other tenants or third persons, nor
\nshall Tenant be released from any obligations under this Lease because of such
\nhindrance, interruption, interference or disturbance.<\/p>\n
P. COUNTERPARTS. This Lease may be executed in any number of counterparts, each
\nof which shall be deemed an original.<\/p>\n
Q. MULTIPLE PARTIES. If more than one person or entity is named herein as
\nTenant, such multiple parties shall have joint and several responsibility to
\ncomply with the terms of this Lease.<\/p>\n
R. PRORATIONS. Any Rent or other amounts payable to Landlord by Tenant hereunder
\nfor any fractional month shall be prorated based on a month of 30 days. As used
\nherein, the term “fiscal year” shall mean the calendar year or such other fiscal
\nyear as Landlord may deem appropriate.<\/p>\n
S. BROKERS. Landlord shall pay the fee or commission of NL Associates (“Broker”)
\nbased on Landlord’s Published commission schedule, which shall not exceed five
\ndollars ($5.00) per rentable square foot. Landlord and Tenant each represent and
\nwarrant to the other that they have had no dealings with any real estate broker
\nor agent in connection with the negotiation of this Lease excepting only the
\nBroker, and that they know of no other real estate broker or agent who is
\nentitled to a commission in connection with this Lease. Each party agrees to
\nindemnify and defend the other party against and hold the other party harmless
\nfrom any and all claims, demands, losses, liabilities, lawsuits, judgments,
\ncosts and expenses with respect to any leasing commission or equivalent
\ncompensation alleged to be owing on account of any dealings with any real estate
\nbroker or agent other than the Broker, occurring by, through or under the
\nindemnifying party.<\/p>\n
39. ADDITIONAL PROVISIONS<\/p>\n
A. CANCELLATION FOR LARGER PREMISES. It is hereby agreed and understood that in
\nthe event Tenant requires additional space and intends to vacate the herein
\ndemised Premises, and Landlord and Tenant execute a new lease agreement for a
\nlarger space in the Project that is at least 30,000 square feet, this Lease will
\nbe canceled as of the commencement date of the new lease covering the larger
\nspace, provided that Tenant is not, and has not been more than onetime per Year,
\nin default of the terms of the Lease beyond any a applicable cure periods and
\nprovided that on the commencement date of the new lease, Tenant delivers the
\nherein demised Premises to Landlord in the condition required by this Lease
\nAgreement. Upon such cancellation, both parties shall be released from any
\nobligations accrued prior to such cancellation. The terms and conditions of the
\nnew lease shall be at the same rental and terms and conditions as is offered
\nother tenants for comparable space in the Project as determined by Landlord. Any
\nsecurity deposit or prepaid rental Tenant may be entitled to shall be credited
\nto Tenant under the new lease.<\/p>\n
B. ADDITIONAL AIR CONDITIONING UNIT. Tenant shall, as part of Exhibit C, have
\nthe right to install an additional air conditioning unit in the Premises. Tenant
\nshall be responsible for all costs of said unit including installation, repair
\nand maintenance, and removal upon expiration of this Lease. This unit shall have
\na separate electrical meter, installed and paid for by Tenant, and all
\nelectrical usage shall be paid for by Tenant.<\/p>\n
18<\/p>\n
40. JURY TRIAL WAIVER<\/p>\n
EACH PARTY HERETO (WHICH INCLUDES ANY ASSIGNEE,. SUCCESSOR HEIR OR
\nPERSONAL REPRESENTATIVE OF A PARTY) SHALL NOT SEEK A JURY TRIAL, HEREBY
\nWAIVES TRIAL BY JURY, AND HEREBY FURTHER WAIVES ANY OBJECTION TO VENUE IN THE
\nCOUNTY IN WHICH THE BUILDING IS LOCATED, AND AGREES AND CONSENTS TO PERSONAL
\nJURISDICTION OF THE COURTS OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IN
\nANY ACTION OR PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST
\nTHE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED
\nWITH THIS LEASE. THE RELATIONSHIP OF LANDLORD AND TENANT, TENANTS USE OR
\nOCCUPANCY OF THE PREMISES, OR ANY CLAIM OF INJURY OR DAMAGE, OR THE
\nENFORCEMENT OF ANY REMEDY UNDER ANY STATUTE, EMERGENCY OR OTHERWISE, WHETHER
\nANY OF THE FOREGOING IS BASED ON THIS LEASE OR ON TORT LAW. EACH PARTY
\nREPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL
\nCONCERNING THE EFFECT OF THIS PARAGRAPH 40. THE PROVISIONS OF THIS PARAGRAPH
\n40 SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE.<\/p>\n
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of
\nthe day and the year first above written.<\/p>\n
LANDLORD<\/p>\n
Spieker Properties, L.P.
\n a California limited partnership<\/p>\n
By: Spieker Properties, Inc.,
\n a Maryland corporation,
\n its general partner<\/p>\n
By: \/s\/ JOSEPH D. RUSSELL, JR.
\n ———————————–
\n Joseph D. Russell, Jr.
\n Its: Regional Senior Vice President<\/p>\n
Date: August 25, 1998<\/p>\n
TENANT<\/p>\n
Heuristic Physics Laboratories, Inc.
\n a California corporation<\/p>\n
By: \/s\/ DAVID Y. LEPEJIAN
\n ———————————–
\n David Y. Lepejian
\n Its: President and CEO<\/p>\n
Date: August 20, 1998<\/p>\n
19<\/p>\n
ADDENDUM TO LEASE AGREEMENT DATED AUGUST 19, 1998, BETWEEN SPIEKER
\nPROPERTIES, L.P., A CALIFORNIA LIMITED PARTNERSHIP, AS LANDLORD, AND
\nHEURISTIC PHYSICS LABORATORIES, INC., A CALIFORNIA CORPORATION, AS TENANT FOR
\nAN APPROXIMATELY 12,516 RENTABLE SQUARE FOOT PREMISES KNOWN AS SUITE 400,
\n2033 GATEWAY PLACE, SAN JOSE, CALIFORNIA.<\/p>\n
ADDENDUM 1 – PARAGRAPH 6 – RENT. Rent for the Premises is as follows:<\/p>\n
Months 01 – 12 $29,788.00 per month plus operating expenses per
\n Paragraph 7 of this Lease Agreement. Operating
\n expenses through December 1998 are estimated to be
\n $8,761.00 per month. Direct operating expenses are
\n estimated a year in advance and collected on a
\n monthly basis. Any increases or decreases necessary
\n will be made at the end of the operating year.<\/p>\n
Months 13 – 24: $31,330.00 per month plus operating expenses per
\n Paragraph 7 of this Lease Agreement.<\/p>\n
Months 25 – 36: $32,934.00 per month plus operating expenses per
\n Paragraph 7 of this Lease Agreement.<\/p>\n
Months 37 – 48: $34,601.00 per month plus operating expenses per
\n Paragraph 7 of this Lease Agreement.<\/p>\n
Months 49 – 60: $36,336.00 per month plus operating expenses per
\n Paragraph 7 of this Lease Agreement.<\/p>\n
Months 61 – 72: $38,140.00 per mouth plus operating expenses per
\n Paragraph 7 of this Lease Agreement.<\/p>\n
Months 73 – 84: $40,016.00 per month plus operating expenses per
\n Paragraph 7 of this Lease Agreement.<\/p>\n
20<\/p>\n
EXHIBIT A
\n RULES AND REGULATIONS<\/p>\n
1. Driveways, sidewalks, halls, passages, exits, entrances, elevators,
\n escalators and stairways shall not be obstructed by tenants or used by
\n tenants for any purpose other than for ingress to and egress from their
\n respective premises. The driveways, sidewalks, halls, passages, exits,
\n entrances, elevators and stairways are not for the use of the general
\n public and Landlord shall in all cases retain the right to control and
\n prevent access thereto by all persons whose presence; in the judgment of
\n Landlord, shall be prejudicial to the safety, character, reputation and
\n interests of the Building, the Project and its tenants, provided that
\n nothing herein contained shall be construed to prevent such access to
\n persons with whom any tenant normally deals in the ordinary course of
\n such tenant’s business unless such persons are engaged in illegal
\n activities. No tenant, and no employees or invitees of any tenant, shall
\n go upon the roof of any Building, except as authorized by Landlord. No
\n tenant, and no employees or invitees of any tenant shall move any common
\n area furniture without Landlord’s consent.<\/p>\n
2. No sign, placard, banner, picture, name, advertisement or notice visible
\n from the exterior of the Premises or the Building or the common areas of
\n the Building shall be inscribed, painted, affixed, installed or
\n otherwise displayed by Tenant either on its Premises or any part of the
\n Building or Project without the prior written consent of Landlord in
\n Landlord’s sole and absolute discretion. Landlord shall have the right
\n to remove any such sign, placard, banner, picture, name, advertisement,
\n or notice without notice to and at the expense of Tenant, which were
\n installed or displayed in violation of this rule. If Landlord shall have
\n given such consent to Tenant at any time, whether before or after the
\n execution of Tenant’s Lease, such consent shall in no way operate as a
\n waiver or release of any of the provisions hereof or of the Lease, and
\n shall be deemed to relate only to the particular sign, placard, banner,
\n picture, name, advertisement or notice so consented to by Landlord and
\n shall not be construed as dispensing with the necessity of obtaining the
\n specific written consent of Landlord with respect to any other such
\n sign, placard, banner, picture, name, advertisement or notice.<\/p>\n
All approved signs or lettering on doors and walls shall be printed,
\n painted, affixed or inscribed at the expense of Tenant by a person or
\n vendor approved by Landlord and shall be removed by Tenant at the time of
\n vacancy at Tenant’s expense.<\/p>\n
3. The directory of the Building or Project will be provided exclusively for
\n the display of the name and location of tenants only and Landlord reserves
\n the right to charge for the use thereof and to exclude any other names
\n therefrom.<\/p>\n
4. No curtains, draperies, blinds, shutters, shades, screens or other
\n coverings, awnings, hangings or decorations shall be attached to, hung
\n or placed in, or used in connection with, any window or door on the
\n Premises without the prior written consent of Landlord. In any event
\n with the prior written consent of Landlord, all such items shall be
\n installed inboard of Landlord’s standard window covering and shall in no
\n way be visible from the exterior of the Building. All electrical ceiling
\n fixtures hung in offices or spaces along the perimeter of the Building
\n must be fluorescent or of a quality, type, design, and bulb color
\n approved by Landlord. No articles shall be placed or kept on the window
\n sills so as to be visible from the exterior of the Building. No articles
\n shall be placed against glass partitions or doors which Landlord
\n considers unsightly from outside Tenant’s Premises.<\/p>\n
5. Landlord reserves the right to exclude from the Building and the Project,
\n between the hours of 6 p.m. and 8 am. and at all hours on Saturdays,
\n Sundays and legal holidays , all persons who are not tenants or their
\n accompanied guests in the Building. Each tenant shall be responsible for
\n all persons for whom it allows to enter the Building or the Project and
\n shall be liable to Landlord for all acts of such persons.<\/p>\n
Landlord and its agents shall M be liable for damages for any error
\n concerning the admission to, or exclusion from the Building or the Project
\n of any person.<\/p>\n
During the continuance of any invasion, mob, riot, public excitement or
\n other circumstance rendering such action advisable in Landlord’s opinion,
\n Landlord reserves the right (but shall not be obligated) to prevent access
\n to the Building and the Project during the continuance of that event by any
\n means it considers appropriate for the safety of tenants and protection of
\n the Building, property in the Building and the Project.<\/p>\n
6. All cleaning and janitorial services for the Building and the Premises
\n shall be provided exclusively through Landlord. Except with the written
\n consent of Landlord, no person or persons other than dim approved by
\n Landlord shall be permitted to enter the Building for the purpose of
\n cleaning the same. Tenant shall not cause any unnecessary labor by reason
\n of Tenant’s carelessness or indifference in the preservation of good order
\n and cleanliness of its Premises. Landlord shall in no way be responsible to
\n Tenant for any loss of property on the Premises, however occurring, or for
\n any damage done to Tenant’s property by the janitor or any other employee
\n or any other person.<\/p>\n
7. Tenant shall see that all doors of its Promises are closed and securely
\n locked and must observe strict care and caution that all water faucets or
\n water apparatus, coffee pots or other heat-generating devices are entirely
\n shut off before Tenant or its employees leave the Premises, and that all
\n utilities shall likewise be carefully shut off, so as to prevent waste or
\n damage. Tenant shall be responsible for any damage or injuries sustained by
\n other tenants or occupants of the Building or Project or by Landlord for
\n noncompliance with this rule. On multiple-tenancy floors, all tenants shall
\n keep the door or doors to the Building corridors closed at all times except
\n for ingress and egress.<\/p>\n
8. Tenant shall- not use any method of heating or air-conditioning other than
\n that supplied by Landlord. As more specifically provided in Tenant’s lease
\n of the premises, Tenant shall not wane electricity, water or
\n air-conditioning and agrees to cooperate fully with Landlord to assure the
\n most effective operation of the Building’s heating and air-conditioning,
\n and shall refrain from attempting to adjust any controls other than room
\n thermostats installed for Tenant’s use.<\/p>\n
9. Landlord will furnish Tenant free of charge with two keys to each door in
\n the Premises. Landlord may make a reasonable charge for any additional
\n keys, and Tenant shall not make or have made additional keys. Tenant shall
\n not alter any lock or access device or install a new or additional lock or
\n seem device or bolt on any door of its Premises, without the prior written
\n consent of Landlord. If Landlord shall give its consent, Tenant shall in
\n each case furnish Landlord with a key for any such lock. Tenant, upon the
\n termination of its tenancy, shall deliver to Landlord the keys for all
\n doors which have been furnished to Tenant, and in the event of loss of any
\n keys so furnished, “I pay Landlord therefor.<\/p>\n
Exhibit A – Page 1<\/p>\n
10. The restrooms, toilets, urinals, wash bowls and other apparatus shall not
\n be used for any purpose other than that for which they were constructed and
\n no foreign substance of any kind whatsoever shall be thrown into them. The
\n expense of any breakage, stoppage, or damage resulting from violation of
\n this rule shall be borne by the tenant who, or whose employees or invitees,
\n shall have caused the breakage, stoppage, or damage.<\/p>\n
11. Tenant shall not use or keep in or on the Premises, the Building or the
\n Project any kerosene, gasoline. or inflammable or combustible fluid or
\n material.<\/p>\n
12. Tenant shall not use, keep or permit to be used or kept in its Premises any
\n foul or noxious gas or substance. Tenant shall not allow the Premises to be
\n occupied or used in a manner offensive or objectionable to Landlord or
\n other occupants of the Building by reason of noise, odors and\/or vibrations
\n or interfere in any way with other tenants or those having business
\n therein, nor shall any animals or birds be brought or kept in or about the
\n Premises, the Building. or die Project.<\/p>\n
13. No cooking shall be done or permitted by any tenant on die Premises, except
\n that use by die tenant of Underwriters’ Laboratory (UL) approved equipment,
\n refrigerators and microwave ovens may be used in the Premises for die
\n preparation of coffee, tea. hot chocolate and similar beverages, storing
\n and heating food for tenants and their employees shall be permitted. All
\n uses must be in accordance with all applicable federal, state and city
\n laws, codes, ordinances, rules and regulations and the Lease.<\/p>\n
14. Except with the prior written consent of Landlord, Tenant shall not sell
\n or permit the sale, at retail. of newspapers, magazines. periodicals,
\n theater tickets or any other goods or merchandise in or on the Premises,
\n nor shall Tenant carry on, or permit or allow any employee or other
\n person to carry on, the business of stenography, typewriting or any
\n similar business in or from the Premises for the service or
\n accommodation of occupants of any other portion of the Building, nor
\n shall the Premises be used for the storage of merchandise or for
\n manufacturing of any kind, or the business of a public barber shop,
\n beauty parlor, nor shall die Premises be used for any illegal improper,
\n immoral or objectionable purpose, or any business or activity other than
\n that specifically provided for in such Tenant’s Lease. Tenant shall not
\n accept hairstyling, barbering, shoeshine, nail, massage or similar
\n services in the Premises or common areas except as authorized by
\n Landlord.<\/p>\n
15. If Tenant requires telegraphic, telephonic, telecommunications, data
\n processing. burglar alarm or similar services, it shall first obtain, and
\n comply with, Landlord’s instructions in their installation. The cost of
\n purchasing. installation and maintenance of such services shall be borne
\n solely by Tenant<\/p>\n
16. Landlord will direct electricians as to where and how telephone, telegraph
\n and electrical wires are to be introduced or installed. No boring or
\n cutting for wires will be allowed without the prior written consent of
\n Landlord. The location of burglar alarms. telephone call boxes and other
\n office equipment affixed to the Premises shall be subject to the prior
\n written approval of Landlord.<\/p>\n
17. Tenant shall not install any radio or television antenna, satellite dish,
\n loudspeaker or any other device on the exterior walls or the roof of the
\n Building, without Landlord’s consent. Tenant shall wt interfere with radio
\n or television broadcasting or reception from or in the Building, the
\n Project or elsewhere.<\/p>\n
18. Tenant shall not mark or drive nails, screws or drill into the
\n partitions, woodwork or drywall or in any way deface the Premises or any
\n part thereof without Landlord’s consent. Tenant may install nails and
\n screws in areas of the Premises that have been identified for those
\n purposes to Landlord by Tenant at the time those walls or partitions
\n were installed in the Premises. Tenant shall not lay linoleum, tile,
\n carpet or any other floor covering so that the same shall be affixed to
\n the floor of its Premises in any manner except as approved in writing by
\n Landlord. The expense: of repairing any damage resulting from a
\n violation of this rule or the removal of any floor covering shall be
\n borne by the tenant by whom, or by whose contractors, employees or
\n invitees, the damage shall have been caused<\/p>\n
19. No furniture, freight, equipment, materials, supplies, packages,
\n merchandise or other property will be received in the Building or carried
\n up or down the elevators except between such hours and in such elevators as
\n shall be designated by Landlord.<\/p>\n
Tenant shall not place a load upon any floor of its Premises which exceeds
\n the load per square foot which such floor was designed to carry or which is
\n allowed by law. Landlord shall have the right to prescribe the weight, size
\n and position of all safes, furniture or other heavy equipment brought to
\n the Building. Safes or other heavy objects shall, if considered necessary
\n by Landlord, stand on wood strips of such thickness as determined by
\n Landlord to be necessary to properly distribute the weight thereof.
\n Landlord will not be responsible for loss of or damage to any such safe,
\n equipment or property from any cause, and all damage done to the Building
\n by moving or maintaining any such safe, equipment or other property shall
\n be repaired at the expense of Tenant.<\/p>\n
Business machines and mechanical equipment belonging to Tenant which came
\n noise or vibration dud may be transmitted to the structure of the Building
\n or to any space therein to such a degree as to be objectionable to Landlord
\n or to any tenants in the Building shall be placed and maintained by Tenant,
\n at Tenant’s expense, on vibration eliminators or other devices sufficient
\n to eliminate noise or vibration. The persons employed to move such
\n equipment in or out of the Building must be acceptable to Landlord.<\/p>\n
20. Tenant “I not install, maintain or operate upon its Premises any vending
\n machine without die written consent of Landlord.<\/p>\n
21. There shall-not be used in any space, or in the public areas of the Project
\n either by Tenant or others, any hand trucks except those equipped with
\n rubber tires and side guards or such other material handling equipment as
\n Landlord may approve. Tenants using hand trucks shall be required to use
\n the freight elevator, or such elevator as Landlord shall designate. No
\n other vehicles of any kind shall be brought by Tenant into or kept in or
\n about its Premises.<\/p>\n
22. Each tenant shall store all its a-Ash and garbage within the interior of
\n the Premises. Tenant shall not place in the trash boxes or receptacles any
\n personal trash or any material that my not or cannot be disposed of in the
\n ordinary and customary manner of removing and disposing of trash and
\n garbage in the city, without violation of any law or ordinance governing
\n such disposal. All trash, garbage and refuse disposal shall be made only
\n through entry-ways and elevators provided for such purposes and at such
\n times as Landlord shall designate. If the Building has implemented a
\n building-wide recycling program for tenants, Tenant shall use good faith
\n efforts to participate in said program.<\/p>\n
Exhibit A – Page 2<\/p>\n
23. Canvassing. soliciting, distribution of handbills or any other written
\n material peddling in the Building and the Project are prohibited and each
\n tenant shall cooperate to prevent the same. No tenant shall make
\n room-to-room solicitation of business from other tenants in the Building or
\n the Project, without the written consent of Landlord.<\/p>\n
24. Landlord “I have the right exercisable without notice and without liability
\n to any tenant, to change the name and address of the Building and the
\n Project.<\/p>\n
25. Landlord reserves the right to exclude or expel from the Project any person
\n who, in Landlord’s judgment, is under the influence of alcohol or drugs: or
\n who commits any act in violation of any of these Rules and Regulations.<\/p>\n
26. Without the prior written consent of Landlord, Tenant shall not use the
\n name of die Building or the Project or any photograph or other likeness of
\n the Building or the Project in connection with. or in promoting or
\n advertising, Tenant’s business except that Tenant may include the Building
\n or Project’s name in Tenant’s address.<\/p>\n
27. Tenant shall comply with all safety, fire protection and evacuation
\n procedures and regulations established by Landlord or any governmental
\n agency.
\n28. Tenant assumes any and all responsibility for protecting its Premises from
\n theft, robbery and pilferage, which includes keeping doors locked and other
\n means of entry to the Premises closed.<\/p>\n
29. The requirements of Tenant will be attended to only upon appropriate
\n application at the office of the Building by an authorized individual.
\n Employees of Landlord shall not perform any work or do anything outside of
\n their regular duties unless under special instructions from Landlord, mid
\n no employees of Landlord will admit any person (tenant or otherwise) to any
\n office without specific instructions from Landlord.<\/p>\n
30. Landlord reserves the right to designate the use of the parking spaces
\n on the Project. Tenant or Tenant’s guests shall park between designated
\n parking lines only, and shall not occupy two parking spaces with one
\n car. Parking spaces shall be for passenger vehicles only; no boats,
\n bucks, trailers, recreational vehicles or other types of vehicles may be
\n parked in the parking areas (except that trucks may be loaded and
\n unloaded in designated loading areas). Vehicles in violation of the
\n above shall be subject to tow-away, at vehicle owner’s expense. Vehicles
\n parked on the Project overnight without prior written consent of the
\n Landlord shall be deemed abandoned and shall be subject to tow-away at
\n vehicle owner’s expense. No tenant of the Building shall park in visitor
\n or reserved parking areas. Any tenant found parking in such designated
\n visitor or reserved parking areas or unauthorized areas shall be subject
\n to tow-away at vehicle owner’s expense The parking shall not be used to
\n provide car wash, oil changes, detailing, automotive repair or other
\n services unless otherwise approved or furnished by Landlord. Tenant will
\n from time to time, upon the request of Landlord, supply Landlord with a
\n list of license plate numbers of vehicles owned or operated by its
\n employees or agents.<\/p>\n
31. No smoking of any kind shall be permitted anywhere within the-Building,
\n including. without limitation, the Premises and those areas immediately
\n adjacent to the entrances and exits to the Building, or any other area as
\n Landlord elects. Smoking in the Project is only permitted in smoking
\n identified by Landlord, which may be relocated from time to time.<\/p>\n
32. If the Building furnishes common area conferences rooms for tenant usage,
\n Landlord shall have the right to control each tenant’s usage of the
\n conference rooms, including limiting tenant usage so that the rooms are
\n equally available to all tenants in the Building. Any common area amenities
\n or facilities shall be provided from time to time at Landlord’s discretion.<\/p>\n
33. Tenant shall not swap or exchange building keys or cardkeys with other
\n employees or tenants in the Building or the Project.<\/p>\n
34. Tenant shall be responsible for the observance of all of the foregoing
\n Rules and Regulations by Tenant’s employees, agents, clients, customers,
\n invitees and guest.<\/p>\n
35. These Rules and Regulations we in addition to, and shall not be construed
\n to in any way modify, alter or amend, in whole or in part, the terms,
\n covenants, agreements and conditions of any lease of any premises in the
\n Project.<\/p>\n
36. Landlord may waive any one or more of these Rules and Regulations for the
\n benefit of any particular tenant or tenants, but no such waiver by Landlord
\n shall be construed as a waiver of such Rules and Regulations in favor of
\n any other tenant or tenants, nor prevent Landlord from thereafter enforcing
\n any such Rules and Regulations against any or all tenants of the Building.<\/p>\n
37. Landlord reserves the right to make such other and reasonable rules and
\n regulations as in its judgment may from time to time be needed for safety
\n and security, for care and cleanliness of the Building and the Project and
\n for the preservation of good order therein. Tenant agrees to abide by all
\n such Rules and Regulations herein stated and any additional rules and
\n regulations which are adopted.<\/p>\n
Exhibit A – Page 3<\/p>\n
[GRAPHIC OMITTED]<\/p>\n
PROPERTY DESCRIPTION<\/p>\n
That certain property situated in the City of San Jose, County of Santa
\nClara, State of California, described as follows:<\/p>\n
ALL OF PARCELS A and B, as shown upon that certain Parcel Map entitled “Being
\nall of Parcel 3 as shown on the Parcel Map recorded in Book 451 of Maps at
\npages 17 and 18 and lying within the City of San Jose, California”, which Map
\nwas filed for record in the Office of the Recorder of the County of Santa
\nClara, State of California on December 2, 1982 in Map Book 506 at pages 45
\nand 46, Santa Clara County Records.<\/p>\n
EXHIBIT B<\/p>\n
[GRAPHIC OMITTED]<\/p>\n
EXHIBIT B CONT.<\/p>\n
EXHIBIT C<\/p>\n
LEASE IMPROVEMENT AGREEMENT<\/p>\n
This Lease Improvement Agreement (“Improvement Agreement”) sets forth
\nthe terms and conditions relating to construction of the initial tenant
\nimprovements described in the Plans to be prepared and approved as provided
\nbelow (the “Tenant Improvements”) in the Premises. Capitalized terms used but
\nnot otherwise defined herein shall have the meanings set forth in the Lease
\n(the “Lease”) to which this Improvement Agreement is attached and forms a
\npart.<\/p>\n
1. BASE BUILDING WORK. The “Base Building Work” described on Schedule 1 to
\nthis Exhibit C, if any, has been or will be performed by Landlord at
\nLandlord’s sole cost and expense.<\/p>\n
2. PLANS AND SPECIFICATIONS.<\/p>\n
2.1. Landlord shall retain the services of the space planner\/architect
\ndesignated by Landlord (the “Space Planner”) to prepare: a detailed space
\nplan (the “Space Plan”) mutually satisfactory to Landlord and Tenant for the
\nconstruction of the Tenant Improvements in the Premises. Tenant shall approve
\nor disapprove the Space Plan and any proposed revisions thereto in writing
\nwithin three (3) business days after receipt thereof, which approval shall
\nnot be unreasonably withheld. The Space Plan shall be prepared in accordance
\nwith the information provided by Tenant describing the improvements which
\nTenant desires to have constructed.<\/p>\n
2.2. Based on the approved Space Plan, Landlord “I cause the Spam
\nPlanner to prepare detailed plans. specifications and working drawings for
\nthe construction of the Tenant Improvements (the “Plans-). Landlord and
\nTenant shall diligently pursue the preparation of the Plum Tenant shall
\napprove or disapprove the Plans and any proposed revisions thereto. including
\nthe estimated cost of the Tenant Improvements. in writing within duce (3)
\nbusiness days after receipt thereof If Tenant fails to approve or disapprove
\nthe Space Plan or Plans or any revisions thereto within the time limits
\nspecified herein, Tenant shall be deemed to have approved the same. Landlord
\nand Tenant shall use diligent efforts to cause the final Plans and the cost
\nestimate to be prepared and approved no later than thirty (30) days after the
\nexecution of the Lease.<\/p>\n
2.3. Notwithstanding Landlord’s preparation, review and approval of the
\nSpace Plan and the Plans and any revisions thereto, Landlord shall have no
\nresponsibility or liability whatsoever for any errors or omissions contained
\nin the Space Plan or Plans, or to verify dimensions or conditions, or for the
\nquality, design or compliance with applicable Regulation of any improvements
\ndescribed therein or constructed in accordance therewith. Landlord hereby
\nassigns to Tenant all warranties and guarantees by the Space Planner or the
\ncontractor who constructs the Tenant Improvements relating to the Tenant
\nImprovements, and Tenant hereby waives all claims against Landlord relating
\nto, or arising out of the design or construction of, the Tenant Improvements.
\nLandlord shall make a good faith effort to cooperate with Tenant to enforce
\nany such warranties as may be reasonably required by Tenant, provided that
\nLandlord does not incur any monetary costs.<\/p>\n
3. Specifications for Standard Tenant Improvements.<\/p>\n
3.1. Specifications and quantities of standard building components which
\nwill comprise and be used in the construction of the Tenant Improvements
\n(“Standards”) we set forth in Schedule 2 to this Exhibit C. As used herein,
\n“Standards” or “Building Standards” shall mean the standards for a particular
\nitem selected from time to time by Landlord for the Building, including those
\nset forth on Schedule 2 of this Exhibit C or such other standards of equal or
\nbetter quality as may be mutually agreed between Landlord and Tenant in
\nwriting.<\/p>\n
3.2. No deviations from die Standards we permitted.<\/p>\n
4. Tenant Improvement<\/p>\n
4.1. The cost of the Tenant Improvement shall be paid for by Tenant,
\nincluding, without limitation. the cost of. Standards; space plans and
\nstudies; architectural and engineering fees; permits, approvals and other
\ngovernmental fees; labor, material, equipment and supplies; construction fees
\nand other amounts payable to contractors or subcontractors; taxes; off-site
\nimprovements; remediation and preparation of the Premises for construction of
\nthe Tenant Improvements; taxes; filing and recording fees; premiums for
\ninsurance and bonds; attorneys’ fees; financing costs; and all other costs
\nexpended or to be expended in the construction of the Tenant Improvements,
\nincluding those costs incurred for construction of elements of the Tenant
\nImprovements in the Premises, which construction was performed by Landlord
\nprior to the execution of the Lease or for materials comprising the Tenant
\nImprovements which were purchased by Landlord prior to the execution of the
\nLease; and an administration fee of eight percent (8%) of the total cost of
\nthe Tenant Improvements. Notwithstanding anything to the contrary contained
\nin this Lease, the cost of the Tenant Improvements subject to the Tenant
\nImprovement. Allowance shall not include (and Tenant shall have no
\nresponsibility or) the following: (i) Costs for material improvements which
\nare not shown on or described in the approved final Plans unless otherwise
\napproved by Tenant in writing or which are part of a change order; (ii) Costs
\nincurred to remove Hazardous Materials in the Premises or the surrounding
\narea to the extent such materials exist prior to the completion date unless
\nthe presence of such materials was caused by Tenant or the Tenant’s Parties
\nin violation of Hazardous Materials laws; (iii) costs incurred as a
\nconsequence of delay if such delay materially affects the progress of the
\nconstruction of Tenant Improvement or delays due to force majeure (unless the
\ndelay is caused by Tenant or the Tenant’s Parties) or pre existing
\nconstruction defects; (iv) Costs recovered by Landlord upon account of
\nwarranties or insurance; (v) Penalties and late charges attributable to the
\nfailure to pay construction costs in accordance with this Lease except to the
\nextent such penalties and late charges arise due to delays caused by Tenant
\nor Tenant’s Parties.<\/p>\n
4.2. Provided Tenant is not in default under the Lease beyond any
\napplicable cum periods, including this Improvement Agreement, Landlord shall
\ncontribute a one-time tenant improvement allowance not to exceed $350,448.00
\n(“Tenant Improvement Allowance”) to be credited by Landlord toward the cost
\nof the initial Tenant Improvements. If the cost of the Tenant Improvements
\nexceeds the Tenant Improvement Allowance, Tenant shall pay Landlord such
\nexcess cost within five business days after Landlord’s notice to Tenant of
\nsuch excess cost. No credit “I be given to Tenant if the cost of the Ten-ant
\nImprovements is less than the Tenant Improvement Allowance.<\/p>\n
4.3. If the cost of the Tenant Improvements increases after the Tenant’s
\napproval of the Plans due to the requirements of any governmental agency or
\napplicable Regulation or any other reason, Tenant shall pay Landlord the
\namount of such increase within five (5) business days after notice from
\nLandlord of such increase.<\/p>\n
C-1<\/p>\n
4.4. If Tenant requests any change(s) in the Plans after approval of the
\nestimate of the cost of the Tenant Improvements and any such requested
\nchanges are approved by Landlord in writing in Landlord’s sole discretion,
\nLandlord shall advise Tenant promptly of any cost increases and\/or delays
\nsuch approved change(s) will cause in the construction of the Tenant
\nImprovements. Tenant shall approve or disapprove any or all such change(s)
\nwithin three (3) business days after notice from Landlord of such cost
\nincreases and\/or delays. To the extent Tenant disapproves any such cost
\nincreases and\/or delay attributable thereto, Landlord shall have the right,
\nin its sole discretion, to disapprove Tenant’s request for any changes to the
\napproved Plans. If the cost of the Tenant Improvements increases due to any
\nchanges in the Plan(s) requested by Tenant, Tenant shall pay Landlord the
\namount of such increase within three (3) business days after notice from
\nLandlord of such increase and Tenant’s approval thereof in accordance with
\nthis Paragraph 4.4.<\/p>\n
5. CONSTRUCTION OF TENANT IMPROVEMENTS.<\/p>\n
5.1. Upon Tenant’s approval of the Plans including the estimate of the
\ncost of the Tenant Improvements and Landlord’s receipt of payment of any such
\nestimated cost exceeding the amount of the Tenant Improvement Allowance,
\nLandlord shall cause its contractor to proceed to secure a building permit
\nand commence construction of the Tenant Improvements provided that Tenant
\nshall cooperate with Landlord in executing permit applications and performing
\nother actions reasonably necessary to enable Landlord to obtain any required
\npermits or certificates of occupancy; and provided further that the Building
\nhas in Landlord’s discretion reached the stage of construction where it is
\nappropriate to commence construction of the Tenant Improvements in the
\nPromises. Landlord shall cause the Tenant Improvements to be constructed in
\naccordance with the approved final Plans, in compliance with all applicable
\nRegulations, ordinances and building codes, in a good and workmanlike manner,
\nwithout defects and using new materials and equipment of good quality.<\/p>\n
5.2. Without limiting the provisions of Paragraph 35 of the Lease,
\nLandlord shall not be liable for any direct or indirect damages suffered by
\nTenant as a result of delays in construction beyond Landlord’s reasonable
\ncontrol, including, but not limited to, delays due to strikes or
\nunavailability of materials or labor, or delays caused by Tenant (including
\ndelays by the Spacc Planner, the contractor or anyone else performing
\nservices on behalf of Landlord or Tenant).<\/p>\n
5.3. If any work is to be performed on the Premises by Tenant or
\nTenant’s contractor or agents:<\/p>\n
(a) Such work shall proceed upon Landlord’s written approval
\nof Tenant’s contractor, public liability and property damage insurance
\ncarried by Tenant’s contractor, and detailed plans and specifications for
\nsuch work, shall be at Tenant’s sole cost and expense and shall further be
\nsubject to the provisions of Paragraphs 12 and 27 of the Lease.<\/p>\n
(b) All work shall be done in conformity with a valid building
\npermit when required, a copy of which shall be furnished to Landlord before
\nsuch work is commenced, and in any case, all such work shall be performed in
\naccordance with all applicable Regulations. Notwithstanding any failure by
\nLandlord to object to any such work, Landlord shall have no responsibility
\nfor Tenant’s failure to comply with all applicable Regulations.<\/p>\n
(c) If required by Landlord or any lender of Landlord, all
\nwork by Tenant or Tenant’s contractor or agents shall be done with union
\nlabor in accordance with all union law agreements applicable to the trades
\nbeing employed.<\/p>\n
(d) All work by Tenant or Tenant’s contractor or agents shall
\nbe scheduled through Landlord.<\/p>\n
(e) Tenant or Tenant’s contractor or agents shall arrange for
\nnecessary utility, hoisting and elevator service with Landlord’s contractor
\nand shall pay such reasonable charges for such services as may be charged by
\nTenant’s or Landlord’s contractor.<\/p>\n
(f) Tenant’s entry to the Premises for any purpose, including,
\nwithout limitation, inspection or performance of Tenant construction by
\nTenant’s agents prior to the date Tenant’s obligation to pay rent commences
\nshall be subject to all the term and conditions of the Lease except the
\npayment of Rent. Tenant’s entry shall mean entry by Tenant, its officers,
\ncontractors, licensees, agents, servants, employees, guests, invitees, or
\nvisitors.<\/p>\n
(g) Tenant shall promptly reimburse Landlord upon demand for
\nany reasonable expense actually incurred by the Landlord by reason of faulty
\nwork done by Tenant or its contractors or by reason of any delays caused by
\nsuch work, or by reason of inadequate clean-up.<\/p>\n
6. Completion and Rental Commencement Date<\/p>\n
6.1. Except to the extent caused by any Tenant delays or force majeure,
\nthe Commencement Date of the Lease shall not occur, and Tenant shall not be
\nobligated to pay Base Rent under the Lease until the Tenant Improvements are
\nsubstantially complete. For purposes hereof, the Tenant Improvements shall be
\ndeemed substantially complete (“Substantial Completion”, or “Substantially
\nCompleted” or “Substantially Complete”) on the date by which all of the
\nfollowing have occurred: (i) the Tenant Improvements have been substantially
\ncompleted in accordance with the Plans such that Tenant may use and occupay
\nthe Premises for the Permitted Use hereunder;. (ii) Landlord has delivered
\npossession of the Premises to Tenant, and (iii) Landlord has obtained
\napprovals and permits from the appropriate governmental authorities required
\nfor the occupancy of the Premises and the completion of the Tenant
\nImprovements. Within ten (10) business days after the Commencement Date,
\nTenant shall have the right to submit a written punch list to Landlord,
\nsetting forth any defective item of construction, and Landlord shall promptly
\ncause such items to be corrected. However:<\/p>\n
(a) If Tenant delays in preparing or approving the Space Plans or
\nthe Plans, or fails to approve or disapprove the estimate of the cost of the
\nTenant Improvements or any other matter requiring Tenant’s approval, or to
\npay the excess cost of Tenant Improvements, in each case within the time
\nlimits specified herein; or<\/p>\n
(b) If the construction period is extended because Tenant requests
\nany changes in construction, or modifies the approved Plans or if the same do
\nnot comply with applicable Regulations (provided such events or occurrences
\nactually result in a delay); or<\/p>\n
(c) If Landlord is otherwise delayed in the construction of the
\nTenant Improvements for any act or omission of or breach by Tenant or anyone
\nperforming services on behalf of Tenant or on account of any work performed
\non the Premises by Tenant or Tenant’s contractors or agents,<\/p>\n
then the date described in Paragraph 2 of the Lease shall be deemed to be
\naccelerated by the total number of days of Tenant delays described in (a)
\nthrough (c) above (each, a “Tenant Delay”), calculated in accordance with the
\nprovisions of Paragraph 6.2 below.<\/p>\n
C-2<\/p>\n
6.2. If the Term of the Lease has not already commenced pursuant to the
\nprovisions of Paragraph 2 of the Lease and substantial completion of the
\nTenant Improvements has been delayed on account of any Tenant Delays, then
\nupon actual substantial completion of the Tenant Improvements (as defined
\nherein), Landlord shall notify Tenant in writing of the date substantial
\ncompletion of the Tenant Impiovements d have occurred but for such Tenant
\nDelays, and such date shall thereafter be deemed to be the Term Commencement
\nDate for all purposes under the Lease. Tenant shall pay to Landlord, within
\nthree (3) business days after receipt of such written notice (which notice
\nshall include a summary of Tenant Delays), the per diem Base Rent times the
\nnumber of days between the date the Term Commencement Date would have
\notherwise occurred but for the Tenant Delays (as determined by the Space
\nPlanner or Landlord’s contractor), and the date of actual substantial
\ncompletion of the Tenant Improvements.<\/p>\n
6.3. Promptly after substantial completion of the Tenant Improvements,
\nTenant shall conduct an inspection of the Premises with a representative of
\nLandlord and develop with such representative of Landlord a punchlist of
\nitems of the Tenant Improvements that are not complete or that require
\ncorrections. Upon receipt of such punchlist, Landlord shall proceed
\ndiligently to remedy such items; at Landlord’s cost and expense provided such
\nitems are part of the Tenant Improvements to be constructed by Landlord
\nhereunder and are otherwise consistent with Landlord’s obligations under this
\nImprovement Agreement and provided Tenant has fully paid Landlord for the
\ncost of the Tenant Improvements exceeding the Tenant Improvement Allowance
\n(with any dispute between Landlord and Tenant pertaining thereto to be
\nresolved by the Space Planner or Landlord’s general contractor). Substantial
\ncompletion shall not be delayed notwithstanding delivery of any such
\npunchlist.<\/p>\n
6.4. A defauft under this Improvement Agreement shall constitute a
\ndefault under the Lease, and the parties shall be entitled to all rights and
\nremedies under the Law in the event of a default hereunder by the other party
\n(notwithstanding that the Term thereof has not commenced).<\/p>\n
C-3<\/p>\n
SCHEDULE 1
\n TO EXHIBIT C<\/p>\n
SPIEKER PROPERTIES, GATEWAY III
\n BASE BUILDING WORK<\/p>\n
AREAS TO BE INCLUDED IN BASE BUILDING WORK:<\/p>\n
A) Water-tight Shell
\n B) Main Building Lobby
\n C) Elevator Lobbies, Floors 1 through 6
\n D) Elevator Cabs
\n E) Building Stairs
\n F) Building Mail\/Telephone Room, Ground Floor
\n G) Building Mechanical Equipment Room
\n H) Building Electrical Rooms, Floors 1 through 6
\n I) Building Telephone Closets, Floors 2 through 6
\n J) Common Area Restrooms, Floors 1 through 6
\n K) Common Area Drinking Fountains, Floors 1 through 6
\n L) Common Area Corridors, Floors 1 through 6
\n M) Common Area Janitor’s Closets, Floors 1 through 6
\n N) Building Balconies, Floors 4 through 6<\/p>\n
BUILD-OUT IN THESE AREAS TO INCLUDE:<\/p>\n
A) Floor covering
\n B) Finished Ceiling
\n C) Lighting
\n D) Fire Sprinklers and Fire Protection System
\n E) Partitions – Partitions are “ready-for-finish” on Tenant side
\n F) HVAC main supply loop
\n G) Main power distribution – brought to each floor only<\/p>\n
C-4<\/p>\n
SPIEKER PROPERTIES, GATEWAY III
\n SUMMARY OF TENANT STANDARDS<\/p>\n
FIRE PROTECTION<\/p>\n
Fire Sprinkler Heads: Sprinkler heads to be Viking Horizon Mirage Model B-2.
\n concealed pendant automatic and quick response sprinklers.
\n Escutcheons to be micromatic adjustable, #E-1.
\n Color to be Navajo white<\/p>\n
FLOOR COVERING:<\/p>\n
Carpet: 39 oz. weight cut pile, Designweave, Sabre Classic,
\n installed over pad. All standard colors available.<\/p>\n
Tile: Armstrong, Standard Excelon vinyl composition tile.
\n All standard colors available.<\/p>\n
Base: Burke, 4″ rubber base, topset over VCT and straight cut
\n over carpet. All standard colors available.<\/p>\n
WINDOW COVERING<\/p>\n
Blinds: 1″ aluminum Levelor “Riviera” blinds, Color:
\n Black\/alabaster. Sized to fit within aluminum mulion
\n module.<\/p>\n
C-6<\/p>\n
ADDENDUM TO
\n LEASE AGREEMIENT
\n RE: LEASE OF PREMISES AT
\n 2033 GATEWAY PLACE, SUITE 400, SAN JOSE, CALIFORNIA
\n (THE “PREMISES”)<\/p>\n
NOTWITHSTANDING anything to the contrary contained in the Lease
\nAgreement (the “Lease’), between Spieker Properties, L.P., a California
\nlimited partnership (“Lessor”), and Heuristic Physics Laboratories, Inc., a
\nCalifornia corporation, (“Lessee”), the following provisions of this Addendum
\nto Lease Agreement (this “Addendum”) shall be incorporated into and be a part
\nof the Lease and shall supersede any inconsistent provisions of the Lease.<\/p>\n
1. GRANT OF LICENSE. Landlord hereby grants Tenant a nonexclusive license
\n to install on the roof of the building one (1) antenna which is no more
\n than 60″ x 1 V4″ in tubular height with a mast no more than 18″ x 30″ in
\n size which is to be mounted by brackets on the inside wall adjacent to
\n the boiler exhaust fans located on top of the penthouse wall and does
\n not exceed five pounds (5 lbs.) installed, and the nonexclusive right to
\n run connecting lines to such antenna from the Premises (such antenna and
\n such connecting lines and equipment herein referred to as the
\n “Equipment’). Tenant shall not penetrate the roof in connection with any
\n installation or reinstallation of the Equipment without Landlord’s prior
\n written consent, which may be withheld in Landlord’s sole discretion.
\n The plans and specifications for all the Equipment shall be delivered by
\n Tenant to Landlord for Landlord’s review and approval. Such plans and
\n specifications shall be approved by Landlord in writing prior to any
\n installation. Prior to the commencement of any installation or other
\n work performed on or about the Building, Landlord shall approve all
\n contractors and subcontractors which shall perform such work. Tenant
\n shall be responsible for any damage to the roof or conduit systems as a
\n result of Tenant’s installation, maintenance and\/or removal of the
\n Equipment. In the event that Tenant fails to repair and maintain the
\n Equipment in accordance with this Addendum and the Lease, Landlord may,
\n but shall not be obligated to, make any such repairs or perform any
\n maintenance to the Equipment and Tenant shall reimburse Landlord upon
\n demand for all costs and expenses incurred by Landlord in connection
\n therewith, plus a reasonable administrative fee.<\/p>\n
2. RENT. Tenant shall pay to Landlord, as “Additional Rent”, one hundred
\n dollars ($100.00) per month for the use of the roof and roof space to
\n accommodate Tenant’s Equipment. Additional Rent is due and payable on
\n the first day of each month and is subject to the same terms and
\n conditions under Paragraph 6.B. of the Lease.<\/p>\n
3. LOCATION. The location of the Equipment shall be subject to Landlord’s
\n prior written approval, which approval may be withheld in Landlord’s
\n sole discretion. Tenant shall not change the location of, or alter or
\n install additional Equipment or paint the antenna or the other Equipment
\n without Landlord’s prior written consent. Tenant agrees that Landlord
\n shall direct the placement of the antenna inside the roof well, other
\n than locations that are scheduled to accommodate building equipment or
\n services.<\/p>\n
4. COMPLIANCE WITH LAW. Tenant, at Tenant’s sole expense, shall comply with
\n all laws, rules, orders and regulations regarding the installation,
\n construction, operation, maintenance and removal of the Equipment and
\n shall be solely responsible for obtaining and maintaining in force all
\n permits, licenses and approvals necessary for such operations.<\/p>\n
5. TAXES. Tenant shall be responsible for and promptly shall pay all taxes,
\n assessments, charges, fees and other governmental impositions levied or
\n assessed on the Equipment or based on the operation thereof<\/p>\n
6. RELOCATION. Landlord may require Tenant, at Tenant’s sole cost and
\n expense, to relocate the Equipment during the term of the Lease to a
\n location approved by Tenant, which approval shall not be unreasonably
\n withheld, conditioned or delayed.<\/p>\n
7. TERMINATION. Landlord reserves the right to terminate Tenant’s right
\n pursuant to this Addendum with thirty (30) days prior written notice to
\n Tenant. This Addendum will terminate immediately should Tenant be in
\n default of the Lease and\/or any related sublease. This Addendum shall
\n automatically terminate upon the expiration or earlier termination of
\n the Lease.<\/p>\n
8. INTERFERENCE. Operation of the Equipment shall not interfere in any
\n manner with equipment systems or utility systems of other tenants,
\n including without limitation, telephones, dictation equipment, lighting,
\n heat and air conditioning, computers, electrical systems and elevators.
\n If operation of the Equipment causes such interference, as determined by
\n Landlord in Landlord’s reasonable discretion, Tenant immediately shall
\n suspend operation of the Equipment until Tenant eliminates such
\n interference.<\/p>\n
9. MAINTENANCE AND REPAIR. Tenant shall maintain the Equipment in good
\n condition and repair, at Tenant’s sole cost and expense. Landlord may
\n from time to time require that Tenant repaint the antenna at Tenant’s
\n expense to keep the same in an attractive condition. In the event that
\n Tenant fails to repair and maintain the Equipment in accordance with
\n this Paragraph 9, Landlord may, but shall not be obligated to, make any
\n such repairs or perform any maintenance to the Equipment and Tenant
\n shall reimburse Landlord upon demand for all costs and expenses incurred
\n by Landlord in connection therewith, plus a reasonable administrative
\n fee. I<\/p>\n
10. ACCESS. Tenant may access the roof for repair and maintenance of the
\n satellite dish, only during normal business hours, on not less than 24
\n hours prior written notice to Landlord. Should Tenant request roof
\n access during normal business hours with less than 24 hours prior
\n written notice, Landlord will use best efforts to provide Tenant roof
\n access. Tenant shall designate in writing to Landlord all persons whom
\n Tenant authorizes to have access to the roof for such purposes. Upon
\n such designation and prior identification to Landlords’ building
\n security personnel, such authorized persons shall be granted access to
\n the roof by Landlord’s building engineer. Tenant shall be responsible
\n for all costs and expenses incurred by Landlord in connection with
\n Tenant’s access to the roof pursuant to this Paragraph 10. Landlord or
\n Landlord’s agent may accompany Tenant during such access.<\/p>\n
11. INDEMNITY AND INSURANCE. Tenant shall indemnify, defend, protect and
\n hold harmless Landlord from and against any and all claims related to
\n the Equipment or operation of the same as if the Equipment were located
\n wholly within the Premises. Tenant shall provide evidence satisfactory
\n to Landlord that Tenant’s property and liability insurance policies
\n required under the Lease include coverage for the Equipment and any
\n claim, loss, damage, or liability relating to the Equipment. Paragraph
\n 10 of the Lease shall apply to the Equipment and Tenant’s use thereof.<\/p>\n
12. NO LANDLORD RESPONSIBILITY. Landlord shall have no responsibility or
\n liability whatsoever relating to (i) maintenance or repair of the
\n Equipment, (ii) damage to the Equipment; (iii) damage to persons or
\n property relating to the Equipment or the operation thereof-, or (iv)
\n interference with use of the Equipment arising out of utility
\n interruption or any other cause, except for injury to persons or damage
\n to property caused solely by the negligence or intentional misconduct of
\n Landlord, its agents or any other parties related to Landlord. In no
\n event shall Landlord be responsible for consequential damages. Upon
\n installation of the Equipment, Tenant shall accept the area where the
\n Equipment is located in its “as is” condition. Tenant acknowledges that
\n the roof location of the Equipment is suitable for Tenant’s needs, and
\n acknowledges that Landlord shall have no obligation whatsoever to
\n improve, maintain or repair the area in which the Equipment will be
\n installed.<\/p>\n
13. USE. Tenant shall use the Equipment solely for the operations associated
\n with the Permitted Use and within Tenant’s Premises and shall not use or
\n allow use of the Equipment. for consideration or otherwise, for the
\n benefit of other tenants in the building or any other person or entity.<\/p>\n
14. REMOVAL. Tenant shall, at Tenant’s sole expense, remove the antenna and
\n such other portions of the Equipment as Landlord may designate, and
\n restore the affected areas to their condition<\/p>\n
prior to installation of the Equipment (i) if Tenant fails to perform any
\n of its obligations under this Addendum within five (5) days after request
\n of Landlord, or immediately in the event of emergency, (ii) immediately
\n if such removal is required by any governmental agency having
\n jurisdiction over the Equipment, and (iii) in any event, no later than
\n thirty (30) days after expiration or earlier termination of the Lease;
\n provided, however, that Tenant shall continue to pay the Rent described
\n in Paragraph 2 hereof during such thirty (30) day removal period. If
\n Tenant fails to remove the Equipment when and as required under this
\n Addendum, Landlord reserves the right to do so, and the expense of the
\n same shall be immediately due and payable from Tenant to Landlord as
\n Additional Rent, together with interest and late charges as provided in
\n the Lease.<\/p>\n
15. SURVIVAL. The covenants, obligations and indemnities under this
\n Addendum shall survive expiration or earlier termination of the Lease
\n for any reason.<\/p>\n
Except as expressly modified above, all terms and conditions of the
\nLease remain in full force and effect and are hereby ratified and confirmed.<\/p>\n
LANDLORD: TENANT:<\/p>\n
Spieker Properties, L.P., Heuristic Physics Laboratories, Inc.,
\na California limited partnership a California corporation<\/p>\n
By: Spieker Properties, Inc. By: \/s\/ DAVID Y. LEPEIJIAN
\n a Maryland corporation ———————————
\n its General Partner David Y. Lepeijian
\n Its: President & CEO
\nBy: \/s\/ JOHN W. PETERSEN
\n ————————— Date: May 18, 1999
\n ——————————-
\n John W. Petersen
\n Its: Vice President
\n ———————<\/p>\n
Date: May 20, 1999
\n ——————–<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7468,7802],"corporate_contracts_industries":[9513,9489],"corporate_contracts_types":[9583,9579],"class_list":["post-41803","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-equity-office-properties-trust","corporate_contracts_companies-hpl-technologies-inc","corporate_contracts_industries-technology__software","corporate_contracts_industries-real__reits","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\/41803","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=41803"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41803"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41803"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41803"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}