{"id":41844,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/10590-n-tantau-avenue-cupertino-ca-sublease-tandem.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"10590-n-tantau-avenue-cupertino-ca-sublease-tandem","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/10590-n-tantau-avenue-cupertino-ca-sublease-tandem.html","title":{"rendered":"10590 N. Tantau Avenue (Cupertino, CA) Sublease &#8211; Tandem Computers Inc. and Passage Systems Inc."},"content":{"rendered":"<pre>                                   SUBLEASE\n\n\n     This Sublease, dated April 25, 1995, is made between Tandem Computers\nIncorporated, a Delaware Corporation, having an office at 19333 Vallco Parkway,\nCupertino, California 95014 ('Sublandlord') and Passage Systems, Inc., a\nCalifornia Corporation ('Subtenant').\n\nTHIS SUBLEASE IS MADE WITH REFERENCE TO THE FOLLOWING FACTS:\n\n     (A)  Spieker French #130, Limited Partnership, a Texas Limited Partnership,\n('Master Landlord') and Tandem Computers, Inc., entered into a written Lease and\nAmendment Number One dated January 26, 1988 and subsequently amended by,\nExtension Agreement dated March 23, 1993, for the Premises located at 10590\nTantau Avenue, Cupertino, California.  Said Lease, Amendment Number One and\nExtension Agreement are herein collectively referred to as the 'Master Lease\nand is attached hereto as Exhibit 'A-I'.\n\n     (B)  Sublandlord desires to lease to Subtenant a portion of the Building\nleased by Master Landlord to Sublandlord, and Subtenant desires to lease a\nportion of the Building from Sublandlord.\n\n     (C)  Master Landlord desires to consent to this Sublease by executing the\n'Consent of Master Landlord' provision at the end of this Sublease.\n\n          Therefore, Sublandlord and Subtenant agree as follows:\n\n1.   SUBJECT TO MASTER LEASE:  This Sublease is subject to the terms and\nconditions of the Master Lease and Subtenant shall not permit any act or\nomission to act that will violate any provision of the Master Lease.  Subtenant\nshall comply with the terms and conditions of the Master Lease and shall\npromptly perform all obligations of Tenant: under the Master Lease.  Sublandlord\ndoes not assume the obligations of the Master Landlord under the Master Lease,\nbut shall exercise due diligence in attempting to cause the Master Landlord to\nperform its obligations under the Master Lease for the benefit of Subtenant.\nSublandlord shall not be liable to Subtenant for Master Landlord's failure to\nperform any of Master Landlord's obligations under the Master Lease, nor shall\nSublandlord have any obligation to bring legal proceedings or take any other\naction against Master Landlord to assure performance of Master Landlord's\nobligations under the Master Lease. After giving Sublandlord a reasonable\nopportunity to enforce the Master Lease, Subtenant may, at its expense, enforce\nthe Master Lease in the name of Sublandlord.\n\n          1.1   a)   All the terms and conditions in the Exhibit 'A-I' Master\nLease are incorporated herein, except for Paragraphs 1,3 6,7,37 40, Extension\n                                          -----------------------------------\nAgreement, Addendum No. 1, No. 2, No. 3, No. 11, No. 12, and Exhibit 'B', as\n------------------------------------------------------------------------    \nterms and conditions of this Sublease and, along with all the following Sections\nset out in this Sublease, shall be the complete terms and conditions of this\nSublease.\n\n2.   PREMISES:  Approximately Seventeen Thousand Three Hundred Seventy Three\n(17,373) square feet in the subject Building ('Premises'), further described as\n10590 Tantau Avenue, Cupertino, California. The Premises are shown on attached\nExhibit 'B-I', which by this reference is incorporated herein.\n\n3.   USE: Subtenant shall use the Premises for general office, administration\nand creation of computer software and related products and services, and any\nrelated lawful purpose in conformity with municipal zoning requirements.\n\n \n4.   TERM:  The term ('Term') of the Sublease shall be for a period of Thirty-\nFive (35) months commencing on June 1, 1995 (or upon the substantial completion\nof Tenant Improvements outlined in Exhibit 'C-I' whichever occurs later), and\nshall end on April 30, 1998, ('Ending Date'), unless sooner terminated by the\nprovision of this Sublease. In the event that Sublandlord permits Subtenant to\noccupy the Premises prior to the commencement of the Term, such occupancy shall\nbe subject to all provisions of this Sublease.\n\n5.   COMMENCEMENT DATE:   In the event the Tenant Improvements outlined in\nExhibit 'C-I' are not completed on or before June 1, 1995 ('Commencement Date'),\nthen the Commencement Date shall be deemed to be the date on which the said\nTenant Improvements are substantially completed.  Said Tenant Improvements shall\nbe deemed to be substantially completed upon the occurrence of the earlier of\nthe following:\n\n     a.   The date on which the Tenant Improvements have been substantially\n          completed except for: (i) punch list items which do not prevent\n          Subtenant from using the Premises for its intended use; or\n\n     b.   The issuance of appropriate governmental approvals. (i.e., final sign-\n          off of the building permit for the Tenant Improvements) for occupancy\n          of the Premises; or\n\n     c.   The date Subtenant takes occupancy of and commences doing business in\n          the Premises.\n\n6.   DELAY IN COMMENCEMENT    Notwithstanding said commencement date, if for\nany reason Sublandlord cannot deliver possession of the Premises to Subtenant on\nsaid date, Sublandlord shall not be subject to any liability therefore, nor\nshall such failure affect the validity of this Sublease or the obligations of\nSubtenant hereunder or extend the term hereof, but in such case Subtenant shall\nnot be obligated to pay rent until possession of the Premises  is tendered to\nSubtenant; provided, however, that if Sublandlord shall not have delivered\npossession of the Premises within sixty (60) days from said commencement date,\nSubtenant may, at Subtenant's option, by notice in writing to Sublandlord within\nten (10) days thereafter, cancel this Sublease, in which event the parties shall\nbe discharged from all obligations thereunder.\n\n7.   EARLY OCCUPANCY     If Subtenant occupies the Premises prior to said\ncommencement date, such occupancy shall be subject to all provisions hereof,\nsuch occupancy shall not advance the termination date and Subtenant shall pay\nrent for such period at the initial monthly rates set forth below.\n\n8.   CONDITION OF PREMISES:    As of the Commencement Date Sublandlord shall\nwarrant to Subtenant that the Premises including sidewalks, driveways, parking\nlot, truck doors and mechanical, electrical, Plumbing, roof and roofing systems\nare in good operating condition.\n\nShould Subtenant subsequently elect to undertake any alterations, additions or\nconstruction to the Premises, Subtenant shall be solely responsible for any\nliability as a result of any non-compliance with said Laws in connection with\nSubtenant's work; further, Sublandlord's approval of any of Subtenant's plans or\nspecifications shall not relieve Subtenant of any such responsibility, or cause\nSublandlord to incur any liability.\n\n9.   BASE MONTHLY RENT:   Subtenant shall pay to Sublandlord as Base Monthly\nRent, without deduction, off-set, notice, or demand except as specifically\nprovided for in this Sublease, at the location specified in Paragraph 32\n(Notices) of The Master Lease or at such other place as Sublandlord shall\n\n \ndesignate from time to time by notice to Subtenant, the Monthly Rent in advance\non the first day of each month of the Term.  If the Term begins or ends on a day\nother than the first or last day of a month, the rent for the partial month\nshall be prorated on a per diem basis and shall be due with the first full\nmonth's rent.  The Subtenant shall pay Base Monthly Rent as follows:\n\n     Months                    Base Monthly Rent\n     ------                    -----------------\n\n     Months 1 through 3        $0.00  (Zero Dollars)\n     Months 4 through 7        $5,211.90 (Five Thousand Two Hundred Eleven and\n                               90\/100 Dollars)\n\n     Month 8 through 36        $13,203.48 (Thirteen Thousand Two Hundred\n                               Three and 48\/100 Dollars)\n\n10.  OPERATING EXPENSE INCREASE:    Subtenant shall pay to Sublandlord during\nthe Sublease term hereof, in addition to the Base Monthly Rent, Subtenant's\nShare, as hereinafter defined, of the amount by which all Operating Expenses, as\nhereinafter defined, for each Comparison Year exceeds the amount of all\nOperating Expenses for the Base Year, such excess being hereinafter referred to\nas 'Operating Expense Increase' in accordance with the following provisions:\n\n     (a) 'Subtenant's Share' is defined, for the purposes of the Sublease, as\n     Forty-Two percent (42%). This percentage has been determined by dividing\n     the appropriate square footage of the Premises by the total approximate\n     square footage of the rentable space contained in the building.  It is\n     understood and agreed the square footage figures set forth in Paragraph 2\n     are approximations which Sublandlord and Subtenant agree are reasonable and\n     shall not be subject to revision except in connection with an actual change\n     in the size of the Premises or a change in the space available for lease in\n     the Building.\n\n     (b) 'Base Year' is defined as the calendar year in which Sublease term\n     commences.\n\n     (c) 'Comparison Year' is defined as each calendar year during the term of\n     this Sublease subsequent to the Base Year; provided, however, Subtenant\n     shall have no obligation to pay a share of the Operating Expense Increase\n     applicable to the first twelve (12) months of the Sublease Term (other than\n     such as are mandated by a governmental authority, as to which government\n     mandated expenses Subtenant shall pay Subtenant's Share, notwithstanding\n     they occur during the first' twelve (12) months).  Subtenant's Share of the\n     Operating Expenses for the first and last Comparison Years of the Sublease\n     Term shall be prorated according to that portion of such Comparison Year as\n     to which Subtenant is responsible for a share of such increases.\n\n     (d) 'Operating Expenses' is defined, for the purposes of this Sublease, to\n     include all costs, if any, incurred by Sublessor in the exercise of its\n     reasonable discretion, for:\n\n          (I)  The operation, repair, maintenance, and replacement, in neat,\n          clean, safe, good order and condition, of the building, including, but\n          not limited to, the following:\n\n               (aa) The Common Areas, including their surfaces, coverings,\n               decorative items, carpets, drapes and window coverings, and\n               including parking areas, loading and unloading areas, trash\n               areas, roadways, sidewalks, walkways, stairways, parkways,\n               driveways, landscaped areas, striping, bumpers, irrigation\n               systems, Common Area.\n\n \nlighting, building exteriors and roofs, fences and gates;\n\n               (bb) All heating, air conditioning, plumbing, electrical systems,\n               life safety equipment, telecommunication and other equipment used\n               in common by, or for the benefit of, occupants of the Building,\n               including fire detection systems including sprinkler system\n               maintenance and repair.\n\n     (ii) Trash disposal and security systems\n\n     (iii) Any other service to be provided by Sublandlord that is elsewhere in\n     this Sublease stated to be an 'Operating Expense';\n\n     (iv) The cost of the premiums for the liability and property insurance\n     policies to be maintained by Sublandlord under this Sublease;\n\n     (v) The amount of the real property taxes to be paid by Sublessor under\n     this Sublease;\n\n     (vi) The cost of water, sewer, gas, electricity and other publicly mandated\n     services to the Building;\n\n     (vii) Labor, salaries and applicable fringe benefits and costs, materials,\n     supplies and tools, used in maintaining and\/or cleaning the Building and\n     accounting and a management fee attributable to the operation of the\n     Building;\n\n     (viii) Replacing and\/or adding improvements mandated by any governmental\n     agency and any repairs or removals necessitated thereby amortized over its\n     useful life according to the Federal income tax regulations or guidelines\n     for depreciation thereof (including interest on the unamortized balance as\n     is then reasonable in the judgment of Sublandlord's accountants);\n\n     (ix) Replacement of equipment or improvements that have a useful life for\n     depreciation purposes according to Federal income guidelines of five (5)\n     years or less, as amortized over such life.\n\n(e)  Operating Expenses shall not include the costs of replacements equipment or\nimprovements that have a useful life for Federal income tax purposes in excess\nof five (5) years- unless it is of the type described in paragraph 10(d) (viii),\nin which case their cost shall be included as above provided.  However, the\nOperating Expenses will include a reasonable allowance for depreciation on such\nimprovements.\n\n(f)  Operating Expenses shall not include any expenses paid by any Subtenant\ndirectly to third parties, or as to which Sublandlord is otherwise reimbursed by\nany third party, other tenant, or by insurance proceeds.\n\n(g)  Subtenant's Share of Operating Expense Increase shall be payable by\nSubtenant within ten (10) days after a reasonably detailed statement of actual\nexpenses is presented to Subtenant by Sublandlord. At Sublandlord's option,\nhowever, an amount may be estimated by Sublandlord from time to time in advance\nof Subtenant's Share of Operating Expense Increase for any Comparison Year, and\nthe same shall be payable monthly or quarterly, as Sublandlord shall designate,\nduring each Comparison Year of the Sublease term, on the same day as the Base\nMonthly Rent is due hereunder.  In the Event Subtenant pays Sublandlord's\nestimate of Subtenant's Share of Operating Expense Increase\n\n \nas aforesaid, Sublandlord shall deliver to Subtenant within sixty (60) days\nafter the expiration of each Comparison Year a reasonable detailed statement\nshowing Subtenant's Share of the actual Operating Expense Increase incurred\nduring such year.  If Subtenant's payments under this paragraph during said\nComparison Year exceeds Subtenant's Share as indicated on said statement,\nSubtenant shall be entitled to credit the amount or such overpayment against\nSubtenant's Share of Operating Expense Increase next falling due.  If\nSubtenant's payments under this paragraph during said Comparison Year were less\nthan Subtenant's Share as indicated on said statement, Subtenant shall pay to\nSublandlord the amount of the deficiency with ten (10) days after the delivery\nby Sublandlord to Subtenant of said statement. Sublandlord and Subtenant shall\nforthwith adjust between them by cash payment any balance determined to exist\nwith respect to that portion of the last Comparison Year for which Subtenant is\nresponsible as to Operating Expense Increases, notwithstanding that the Sublease\nterm may have terminated before the end of such Comparison Year.\n\n11   TENANT IMPROVEMENTS:  Prior to the Commencement Date, Sublandlord at\nSublandlord's expense shall provide the building improvements to the existing\ninteriors as described on Exhibit 'C-l' (Tenant Improvements).\n\n12.  TAXES: Subtenant  shall  pay  any  taxes  or  fees  that might be imposed\nby any governmental authority upon Subtenant or as a result of this Sublease or\nthe transfer of any property or interests in property under this Sublease.\n\n13.  CONDITION OF PREMISES AT TIME OF SURRENDER:  Subtenant shall comply with\nParagraph 12. (Alterations) of the Master Lease except that, Subtenant shall be\npermitted to surrender the Premises without modification or restoration provided\nthat Sublandlord had approved in writing Subtenant's modification and\/or\nalterations to the Premises.\n\n14.  OBLIGATIONS OF SUBLANDLORD  :  Sublandlord agrees to maintain the Master\nLease during the Term of this Sublease, subject, however to any termination of\nthe Master Lease without the fault of Sublandlord. Sublandlord  agrees to comply\nwith or perform all of its obligations under the  aster Lease that Subtenant has\nnot assumed under this Sublease. Sublandlord will maintain the HVAC systems at\nSubtenant's expense.  Provided, however, Sublandlord, does not assume the\nobligations required to be kept or performed by the Master Landlord under the\nMaster Lease.\n\n15.  SUBTENANT REPAIRS:  Subtenant shall, at Subtenant's cost and expense,\nmaintain the Premises and adjacent areas in good clean and safe condition to the\nreasonable satisfaction of the Sublandlord, and repair any damage caused by\nSubtenant or its employees, agents, invitees, licensees, or contractors.\nSubtenant shall be solely responsible for maintaining and repairing all interior\nplumbing, interior electrical wiring and equipment, lighting, HVAC Systems\nmaintained by Sublandlord at Subtenant's expense, and any electrical equipment\nor service installed by Subtenant.  Except as otherwise provided in this\nparagraph, the provisions of Paragraph 11. (Tenant' Repairs) of the Master Lease\nshall apply to this Sublease,\n\n16.  UTILITIES\/SERVICES:  Except as otherwise provided herein, Subtenant shall\npay all expenses for utilities, janitorial, and trash removal services provided\nto the Premises.  Subtenant shall obtain and pay all expenses relating to\ntelephone, and security systems provided to the Premises.\n\n17.  ALTERATIONS, ADDITIONS, OF IMPROVEMENTS:  Subtenant shall not make any\nalterations, additions, or improvements on or to the Premises without first\nobtaining the written consent of Sublandlord, which consent shall not be\nunreasonably withheld. All alterations, additions and improvements that shall be\nmade shall be at the sole expense of Subtenant and shall become the\n\n \nproperty of Sublandlord, and shall remain on and be surrendered with the\nPremises as part thereof at the termination of this Sublease. Nothing contained\nin this provisions shall prevent Subtenant from removing all office machines,\nequipment and trade fixtures customarily used in the business of Subtenant.\nSubtenant shall keep the Premises free and clear from all liens arising out of\nany work performed, materials furnished, or obligations incurred by Subtenant.\nExcept as otherwise provided in this section, the provisions of Paragraph 12.\n(Alterations) of the Master Lease will apply to all such alterations, additions\nor improvements.\n\n     17.1  This Sublease incorporates all the terms and conditions contained in\n     Paragraph 12. (Alterations) of the Master Lease except that Subtenant shall\n     not be obligated to remove any of the Tenant Improvements described in\n     Exhibit 'C-I' herein, being installed to the Subject Premises by\n     Sublandlord as a condition of this Sublease.\n\n18.  ACCEPTANCE OF PREMISES:  By taking possession of the Premises, Subtenant\nshall be deemed to have accepted the Premises as being in good and sanitary\norder, condition and repair and to have accepted the Premises in their condition\nexisting as of the date Subtenant takes possession of the Premises, subject to\nall applicable laws, covenants, conditions, restriction, easements and other\nmatters of public record and the rules and regulations from time to time\npromulgated by Sublandlord governing the uses of the Premises and Exterior Area,\nand further, to have accepted the Tenant Improvements as being completed in\naccordance with the plans and specifications for such improvements, subject only\nto completion of items on Sublandlord's punch list.\n\n19.  BASE RENTAL DEPOSIT:  Upon Subtenant's execution of this\nSublease, Subtenant shall deposit with Sublandlord the sum of\nS5,211.90 (Five Thousand Two Hundred Eleven and 90\/00 Dollars).\n-------------------------------------------------------------- \nSaid deposit shall be used and deemed as Base Monthly Rent for\nthe fourth (4th) month of the Sublease term.\n\n20.  SECURITY DEPOSIT:    Subtenant shall deposit with Sublandlord upon\nexecution hereof Fourteen Thousand and no\/100 Dollars ($14,000.00) as security\n                 ------------------------------------------------             \nfor Subtenant's faithful performance of Subtenant's obligations hereunder.  If\nSubtenant fails to pay rent or other charges due hereunder, or otherwise\ndefaults with respect to any provision of this Sublease, Sublandlord may use,\napply or retain all or any portion of said deposit for the payment of any rent\nor other charge in default or for the payment of any other sum to which\nSublandlord may become obligated by reason of Subtenant's default, or to\ncompensate Sublandlord for any loss or damage which Sublandlord may suffer\nthereby.  If Sublandlord so uses or applies all or any portion of said deposit,\nSubtenant shall within ten (10) days after written demand therefore deposit cash\nwith Sublandlord in an amount sufficient to restore said deposit to the full\namount herein above stated and Subtenant's failure to do so shall be a material\nbreach of this Sublease.  Sublandlord shall not be required to keep said deposit\nseparate from its general accounts. If Subtenant performs all of Subtenant's\nobligations hereunder, said deposit, or so much thereof as has not theretofore\nbeen applied by Sublandlord, shall be returned, without payment of interest or\nother increment for its use to Subtenant (or at Sublandlord's option, to the\nlast assignee, if any, of Subtenant's interest hereunder) at the expiration of\nthe term hereof, and after Subtenant has vacated the Premises.  No trust\nrelationship is created herein between Sublandlord and Subtenant with respect to\nsaid Security Deposit.\n\n21.  CASUALTY DAMAGE:    For the purpose of computation with respect to\nParagraph 24. (Casualty Damage) of the Master Lease, the 'Premises' as described\nherein are deemed to be approximately 17,353 square feet.\n\n \n22.  PARKING:  Notwithstanding anything to the contrary contained in the Master\nLease, Subtenant shall only have the non-exclusive right to park in those\ncertain designated areas of the 'Exterior Area' as shown in the site plan\nattached hereto as Exhibit 'B-2', and Subtenant and its invitees, shall only be\nentitled to use a maximum of seventy-two (72) parking spaces (its pro-rata\nshare) within said designated areas.\n\n23.  NO OPTION TO EXTEND:  Subtenant shall not have any option to extend the\nterm of this Subtenant beyond its original Term.\n\n24.  SUBLETTING:   Subject to Paragraph 21. (Assignment and Subletting) of the\nMaster Lease, Subtenant shall not sublet or assign all or any part of the\nPremises without prior written consent of the Sublandlord and Master Landlord,\nsuch consent shall not be unreasonably withheld.  Subtenant shall not transfer\nor mortgage this Sublease or any interest of law.  Subtenant shall not allow the\nuse or occupancy of the Premises by anyone other than Subtenant, its agents and\nemployees.\n\n25.  INDEMNIFICATION:   Unless caused by the negligence or willful misconduct by\nSublandlord or Master Landlord, Subtenant shall indemnify and hold harmless\nSublandlord and Master Landlord from all damages, including but not limited to,\nreasonable attorneys' fees, arising out of injury to any person or damage to\nproperty occurring in, on or about the Premises,\n\n26.  INSURANCE:   Subtenant shall maintain, at its sole expense, for the entire\nterm of this Sublease, all insurance in the amounts and form required of\nSublandlord under the Master Lease and such insurance shall be primary and not\ncontributory to that carried by Sublandlord or Master Landlord. All such\npolicies shall include broad form contractual liability, cross liability and\ntenant legal liability coverage, shall include the Sublandlord and Master\nLandlord, their officers, directors, employees, agents and Master Landlord's\nmortgagee and\/or ground lessor as additional insured. All such policies shall be\nissued by reputable insurance companies approved by Sublandlord and shall\nendorsed to provide that they shall not be canceled or materially reduced\nwithout thirty (30) days prior written notice to Sublandlord and Master\nLandlord. Prior to the Commencement Date, Subtenant shall furnish a certificate\nof insurance to Sublandlord evidencing that the required coverage is being\nmaintained, together with such evidence as Sublandlord shall deem satisfactory\nof the payment of premiums thereon.\n\n27.  TERMINATION OF MASTER LEASE: If the Master Lease is terminated for any\nreason beyond the reasonable control of Sublandlord, this Sublease shall\nterminate Simultaneously, and any unearned rent paid in advance shall be\nrefunded to the Subtenant. Upon any termination of this Sublease, by expiration\nof the Term or otherwise:  (a) Subtenant shall immediately vacate and surrender\nthe possession of the Premises; (b) Subtenant shall surrender the Premises in as\ngood condition as when it took possession, except for ordinary wear and tear,\nfree of all liens and encumbrances; and (c) Sublandlord and\/or Master Landlord\nshall have full authority and license to enter and take possession of the\nPremises.\n\n    Under no  circumstance shall this Sublease be extended beyond the\nexpiration, surrender termination of the Master Lease, whether the Master Lease\nexpires by its own terms, is terminated for Sublandlord's default, is terminated\nor surrendered by agreement of Master Landlord and Subtenant, or is terminated\nfor any other reason.\n\n28.  HOLDOVER: If Subtenant shall holdover and retain possession of the Premises\nor any part of the Premises after the termination of this Sublease, without\nMaster Landlord's consent, it shall constitute a default by Subtenant and\nentitle Sublandlord to reenter and take possession of the Premises.  Subtenant\nshall pay Sublandlord for each day of such retention, double the\n\n \namount of the daily rental for the last month prior to the date of expiration or\ntermination. Subtenant shall also pay all damages (including consequential\ndamages) sustained by Sublandlord to Master Landlord on or otherwise on account\nof such holding-over\n\n29.  DAMAGE TO PREMISES:  If the Master Premises are damaged by fire or other\ncasualty and the Master Landlord or Sublandlord shall, under the terms of the\nMaster Lease, elect to terminate the Master Lease, this Sublease shall terminate\non the date of such notice, and rent shall be apportioned from the time of the\ndamage.  The Subtenant shall have no claim for damages from either Master\nLandlord or Sublandlord in the event of such a termination.\n\n30.  DEFAULT:  Any act,  failure to act or omission by Subtenant which is a\nbreach or default under the Master Lease shall be a breach of or default under\nthis Sublease.  If the Subtenant breaches or defaults in the performance of any\nof the terms, covenants or conditions of this Sublease or in the Master Lease,\nSublandlord shall have, in addition to any rights or remedies it may have at law\nor in equity, all of the rights and remedies of Master Landlord under the Master\nLease. If Subtenant fails to do any act required of it under the Sublease or\nMaster Lease, Sublandlord may, upon not less than five (5) days prior written\nnotice to Subtenant, do so, and Subtenant shall promptly pay the cost thereof\nplus interest at the rate of twelve percent (12%) per annum from the date\nSublandlord made payment for such act.\n\n31.  BINDING ON SUCCESSORS;  The provision of this Sublease shall extend to and\nshall bind and inure to the benefit of Sublandlord and Subtenant and of their\nrespective successors and assigns.\n\n32.  INSPECTION OF PREMISES:  Sublandlord may, at any reasonable time and from\ntime to time enter the Premises for the purpose of inspecting the same and for\nsuch other purposes as may be necessary or proper for reasonable protection of\nits interest.\n\n33.  SEVERABILITY:  The unenforceability, invalidity, or illegality of any\nprovision of this Sublease shall not render the other provisions unenforceable,\ninvalid, or illegal.\n\n34.  NOTICES:  All notices shall be in writing, mailed certified mail, postage\nprepaid, addressed to the parties as follows:\n\nSublandlord:                        Subtenant:\n \nTandem Computers Inc.               Passage Systems, Inc.\n19333 Vallco Parkway                10596 No. Tantau Ave.\nCupertino, CA 95014                 Cupertino, CA 95014\nAttn: Corporate Real\nEstate and Construction\n \nWith Copy of                        Master Landlord:\nDefault Notice To:\n                                    Speiker-French #130, Limited\nTandem Computers Inc.               Partnership\n19333 Vallco Parkway                2180 Sand Hill Rd., Suite 200\nCupertino, CA  95014                Menlo Park, CA  94025\nAttn:      General Counsel\n\nEither party may, by notice, change the address to which notices are to be sent.\n\n35.  QUIET ENJOYMENT: As long as Subtenant performs its obligations under this\nSublease, it shall have the right of quiet and peaceable enjoyment of the\nPremises.\n\n36.  APPROVAL OF MASTER LANDLORD: This Sublease is subject to the approval of\nMaster Landlord. This Sublease shall be of no force or effect unless consented\nto by Master Landlord within fifteen days after execution hereof.\n\n \n37.  ENVIRONMENTAL CONDITION  Sublandlord  hereby represents and warrants to\nSubtenant that to the best of Sublandlord's knowledge, that no hazardous, toxic\nor radioactive materials that are currently regulated under state or federal law\n(collectively, 'Hazardous Materials') have been introduced to the Premises by\nSublandlord which may affect the condition of the Premises.\n\n     Indemnification by Sublandlord: Sublandlord shall indemnify, defend,\nprotect and hold Subtenant, its employees, agents, officers and directors,\nharmless from and against all claims, accidents, suits, proceedings, judgments,\nlosses, costs, damages, liabilities (including, without limitation, sums paid in\nsettlement of claims), deficiencies, fines, penalties, punitive damages or\nexpenses (including, without limitation, reasonable attorneys', experts', and\nconsultants' fees, investigation and laboratory fees, court costs and litigation\nexpenses) - directly or indirectly resulting from the presence of any Hazardous\nMaterials in, on or under the Property caused by Sublandlord, unless such\nHazardous Materials were introduced by Subtenant or by anyone other than\nSublandlord.\n\n     Subtenant's Obligations:    Subtenant shall comply with all applicable laws\nregarding Hazardous Materials.\n\n     Indemnification by Subtenant: Subtenant shall indemnify, defend, protect\nand hold Sublandlord, its employees, agents, officers and directors, harmless\nfrom and against all claims, accidents, suits, proceedings, judgments, losses,\ncosts, damages, liabilities (including, without limitation, sums paid in\nsettlement of claims), deficiencies, fines, penalties, punitive damages or\nexpenses (including, without limitation, reasonable attorneys', experts', and\nconsultants' fees, investigation and laboratory fees, court costs and litigation\nexpenses), directly or indirectly resulting from the presence of any Hazardous\nMaterials in, on or under the Property that were introduced on the Property by\nSubtenant, or its agents, employees, vendors, subcontractors or others working\nwith or on behalf of Subtenant.\n\n     Survival of Obligations:    All obligations of Sublandlord and Subtenant\nunder this Paragraph 37 shall survive the expiration or earlier termination of\nthe Sublease.\n\n38.  SUBLANDLORD DATA LINES: Subtenant acknowledges that Sublandlord currently\nhas active data communication lines consisting of fiber and copper distribution\ncables running into and out of Room #1099 (see attached floor plan). Sublandlord\nwill 'flag' these lines that are located above the ceiling tiles Subtenant\nagrees not to remove or disturb these lines. Sublandlord, at no cost to\nSublandlord, shall be allowed to secure this room until said lines are either\nrelocated of disconnected (estimated date is March 1996) by Sublandlord. At that\ntime, Sublandlord will return the space to Subtenant for Subtenant's use for the\nbalance of the Sublease term. Sublandlord shall have access to room 1099 during\nnormal business hours in the event that maintenance of the lines is required.\n\n39.  ENTIRE AGREEMENT This Sublease together with the terms of the Master Lease\nincorporated herein, and all exhibits and attachments mentioned herein, contains\nthe entire agreement of the parties with respect to the subject matter of this\nSublease and supersedes all prior agreements and understandings between the\nparties.\n\n40.  CONSENT OF MASTER LESSOR: This Sublease is made and entered into with the\nfull knowledge and agreement of Master Lessor which, by executing this Sublease\nin the space below, hereby accepts this Sublease, By consenting to this\nSublease, Master Lessor agrees to give Sublandlord notification of any breach of\nthe Master Lease which might reasonably be expected to effect Subtenant's use of\nthe Premises. This consent shall apply to\n\n \nthis Sublease only, and shall not be deemed Master Lessor's consent to any other\nsublease.\n\n41.  CONFLICT OF PROVISIONS: IN the event of a conflict between the provisions\nof this Sublease and those of the Master Lease that have been incorporated\nherein by reference, the provisions of the Master Lease shall prevail.\n\n SUBLANDLORD                        SUBTENANT\n\n\nBy: \/s\/ Frank Robinson              By: \/s\/\n    ---------------------------         -------------------------\n \n   Vice President, Corporate,\n  -----------------------------\nReal Estate &amp; Site Services           President\n-------------------------------       ----------------------------\n                                         Title\n\n   5\/24\/95                            5\/14\/95\n -----------------------------      -----------------------------\n Date                               Date\n\n\n\n42.  First Right of Refusal: Sublandlord will grant a first right of refusal to\nSubtenant to sublease room #1126 (rise computer room) if room is not subleased\nby adjacent subtenant upon signing of their sublease. The sublease note )rental_\nshall be the same as the current subtenant's rental rate. Subtenant shall have\n72 hours to accept first right of refusal to sublease.\n\n43.  Walk-thru notes:  See Exhibit 'D-1'\n\n \n[Exhibit 'B-1\n\nSubject Premises\n(Floor Map)]\n\n \n[Exhibit 'B-2\n\nExterior Area\n\n(Site Development Plan)]\n\n \n[Exhibit C-1\n\nTenant Improvements\n\n(Floor Plan)]\n\n \n<font size=\"2\">[Exhibit 'C-1            Tenant Improvements]\n\nBuilding Improvements:   A.        SUBLESSOR:\n\n \n                                             *Projection equipment is\n                                             available on an 'AS IS' basis\n                                             with NO WARRANTIES from\n                                             Sublessor.\n                              \nSublessor at his sole expense      7.        Sublessor to leave projection\nshall provide the following                  equipment and projection screen*\nimprovements to the sublease                 in conference\/training room\npremises:                                    #1015, #1014 during sublease\n                                             term (see Exhibit 1).\n \n1.   Remove interior walls         8.        Sublessor to leave one (1) wall\n     in room #1074 and #1075                 attached grease board\/white\n     (see Exhibit 1).                        boards within sublessee space\n                                             during sublease term (see\n2.   Remove door and seal                    Exhibit 1).\n     wall in room #1075 (see\n     Exhibit 1).                   9.        Paint interior of space where\n                                             needed.\n3.   Remove door in room\n     #1037 (see Exhibit 1).        10.       Clean carpet.\n \n4.   Install door between          11.       Replace water stained and\n     room #1037 and room                     broken ceiling tiles and\n     #1026 (see Exhibit 1).                  repair water damage to walls\n                                             with sublease space.\n5.   Install wall to demise\n     space from adjacent           12.       Deliver all plumbing,\n     sublease space by room                  electrical, mechanical, roof\n     #1114 (see Exhibit 1).                  and HVAC system within build-\n                                             ing in working order to\n6.   Secure or seal door in                  Sublessee during sublease.\n     room #1013 to adjacent\n     sublease space (see           13.       Sublessee to erect monument\n     Exhibit 1).                             sign on grass area in front of\n                                             entrance to space, subject to\n                                             city approval and Master Land-\n                                             lord and Sublandlord.\n\n \n<\/font>EXHIBIT 'D-1'\n\n\nWalk-thru Notes for\nTANDEM COMPUTER SUBLEASE\n                                                5\/16\/95-1:45 TANTAU\nBUILDING, CUPERTINO\nVance Nakamoto, Virginia (property manager)-Tandem;\nJackie (Tandem R.E.)\nClarke and Julian Cervantes, Gregg Hall - Cooper\/Brady\n \nRoom #1011                    A.        Steam carpet or replace with current\n                                        carpeting in building\n                              B.        Cap off water line\n                              C.        Patch two holes in wall\n\nRoom #1074 and #1075\n                              A.        Remove walls in #1074 and #1075 and\n                                        install vinyl square flooring.\n                              B.        Finish\/cap end of existing kitchen\n                                        counter.\n                              C.        Seal existing door in room #1075.\n \nRoom #1037                    A.        Remove door and frame.\n \nRoom #1026                    A.        Install door between room #1026, and\n                                        #1037. Door to swing into room #1026.\n                              B.        Install new carpet in room #1026 same\n                                        carpet in other areas of building.\n \nRoom #1013                    A.        Secure area from adjacent space via\n                                        deadbolt lock\n                              B.        Remove defective floor tiles and\n                                        replace with new floor tiles.\n \nRoom #1014                    A.        Replace water stained grey wallcovering\n                                        with like (conference room)\n                                        wallcovering.\n                              B.        Cap off water line and patch wall.\n\nRoom #1015\n(conference room)             A.        Cap off water line and patch wall.\n\nRoom 1127\n(Data Room)                   Determine how to secure area:\n\n                              Option A:\n                              If subtenant does not occupy computer room #1126\n                              secure room #1127 via dead bolt.\n\n                              Option B: If adjacent subtenant occupies room\n                              #1126 Tandem to put door in room #1106 into room\n                              #1117 and door into side of data room #1127.\n\n \n1.   Paint and patch all wail name plate areas in premises.\n\n2.   OK to use all data wiring (except for Tandem data wiring in room #1099)\n\n3.   Tandem to determine HVAC zones for space and change ducting accordingly.\n\n4.   Change or replace any stained or missing ceiling tiles.\n\n5.   Determine status on alarm system and HVAC panel in room 1029k\n\n6.   Regarding video project - contact EISI - Tom Taylor (415) 969-5212\n\n7.   Determine percentage share of building Passage Systems indicates 42%.\n\n8.   Verified that Passage Systems does not have to restore any improvements\n     done by Tandem Computers.\n\n9.   Told Jackie that Passage Systems will add 'First Right of Refusal' on rise\n     computer room #1126 to the sublease document if space is unoccupied by\n     adjacent subtenant.\n\n10.  Exact address for Passage Systems is said to be 10596 North Tantau,\n     Cupertino Subtenant to verify address.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7174,7468],"corporate_contracts_industries":[9489,9519],"corporate_contracts_types":[9583,9579],"class_list":["post-41844","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-concentric-network-corp","corporate_contracts_companies-equity-office-properties-trust","corporate_contracts_industries-real__reits","corporate_contracts_industries-telecommunications__telephone","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\/41844","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=41844"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41844"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41844"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41844"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}