\n1. TERMS AND DEFINITIONS; SCHEDULES……………………………… 1
\n ——————————–<\/p>\n2. PREMISES…………………………………………………… 6
\n ——–<\/p>\n
4. IMPROVEMENTS BY LANDLORD; POSSESSION………………………….. 23
\n ————————————<\/p>\n
5. PROJECT SERVICES……………………………………………. 24
\n —————-<\/p>\n
6. TENANT’S COVENANTS………………………………………….. 26
\n ——————<\/p>\n
7. LANDLORD’S RESERVED RIGHTS…………………………………… 37
\n ————————–<\/p>\n
8. CASUALTY AND UNTENANTABILITY…………………………………. 38
\n —————————-<\/p>\n
9. CONDEMNATION……………………………………………….. 42
\n ————<\/p>\n
10. INDEMNITY, SUBROGATION AND WAIVER…………………………….. 43
\n —————————————-<\/p>\n
11. TENANT’S DEFAULT AND LANDLORD’S REMEDIES………………………. 45
\n —————————————-<\/p>\n
12. TERMINATION………………………………………………… 49
\n —————————————-<\/p>\n
13. MISCELLANEOUS………………………………………………. 51
\n —————————————-
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n
Schedule 1 Description of the Premises
\n and Floor Plan<\/p>\n
Schedule 2 Rules and Regulations<\/p>\n
Schedule 3 Prospect Green Business Park Common
\n Area Charges<\/p>\n
Schedule 4 Intentionally Deleted<\/p>\n
Schedule 5 Work Letter Agreement<\/p>\n
Schedule 5-A Construction Schedule<\/p>\n
Schedule 6 Certificate of Acceptance<\/p>\n
Schedule 7 Base Rent and Management Fee<\/p>\n
Schedule 8 Parking<\/p>\n
-i- <\/p>\n
LEASE
\n —–<\/p>\n
This Lease is made the 21st day of June, 1996, by and between PROSPECT
\nGREEN PARTNERS, a California Joint Venture (“Landlord”), and E*TRADE GROUP,
\nINC., a California corporation (“Tenant”) on the terms, covenants and conditions
\nset forth below.<\/p>\n
1. TERMS AND DEFINITIONS; SCHEDULES.
\n ——————————–
\n 1.1 Terms and Definitions.
\n ———————
\n 1.1.1 “Leased Premises” shall mean the entirety of the Building (as
\nhereinafter defined) and as more fully described in the drawing attached hereto
\nas Schedule 1.<\/p>\n
1.1.2 “Building” shall mean the two-story office building located at
\n10951 White Rock Road, Rancho Cordova, California, 95670.<\/p>\n
1.1.3 “Project” shall mean, collectively, (i) the Building; (ii) the
\nparcel of real property on which the Building is situated (the “Land”); (iii)
\nthe other improvements on the Land, including, without limitation, a parking
\nlot, driveways, lighting and landscaping, which Building, Land and other
\nimprovements are commonly known as Prospect Green II, in the multi-building
\nproject known as Prospect Green Business Park, Rancho Cordova, California; and
\n(iv) the pro rata share attributed to Prospect Green II for the common area
\ncharges of Prospect Green Business Park (which charges are more particularly
\ndescribed in Schedule 3 attached) and which pro rata share is thirty-five and
\n54\/100 percent (35.54%)(but which share shall be reduced as and when additional
\nbuildings are developed in Prospect Green Business Park).<\/p>\n
-1-<\/p>\n
1.1.4 “Tenant’s Square Footage” shall mean the total Rentable square
\nfootage in the Leased Premises for which Base Rent shall be payable, and shall,
\nfor the first twelve (12) months of the Lease Term, consist of only that area of
\nthe Leased Premises which has been built-out by Tenant in accordance with
\nSchedule 5 attached and shown as Areas 1A, 1B and 2 on the drawing attached
\nhereto as Schedule 1 (the “Initial Space”), but to be not less than Thirty-five
\nThousand (35,000) Rentable square feet (which Rentable square footage number
\nrepresents approximately Thirty-one Thousand Nine Hundred Ninety-two (31,992)
\nUseable square feet). Such number is subject to change in accordance with
\nSubparagraph 2.4 below, dealing with Tenant’s Expansion Obligation and Tenant’s
\nAccelerated Timing Option, the final result of which obligation shall be that as
\nof not later than the commencement of the thirteenth (13th) month of the Lease
\nTerm, Tenant’s Square Footage shall equal the Total Rentable Square Footage of
\nthe Building. The actual Rentable area will be calculated by Landlord’s
\nrepresentative (and certified by Tenant upon execution, pursuant to Subparagraph
\n4.2 hereof, of the Certificate of Acceptance in form attached as Schedule 6)
\nusing the method for determining Rentable Area as set forth in the “Method for
\nMeasuring Floor Area in Office Buildings,” published by the Building Owners and
\nManagers Association International, approved July 31, 1980 (“BOMA Method”).
\n“Total Rentable Square Footage of the Building” shall mean the actual Rentable
\narea of the Building using the BOMA Method, consisting of Seventy Thousand and
\nSixty-five (70,065) Rentable square feet. The Total Rentable Square Footage of
\nthe Building may be adjusted pursuant to Subparagraph 7.1(c) below. Landlord
\nshall certify to Tenant, using<\/p>\n
-2-<\/p>\n
the “as built” plan of Landlord’s architects, the actual Total Rentable Square
\nFootage of the Building and Tenant’s Square Footage.<\/p>\n
1.1.5 “Lease Commencement Date” shall mean June 24, 1996. “Lease
\nExpiration Date” shall mean June 23, 2006. “Lease Term” shall mean the one
\nhundred twenty (120) month period between Lease Commencement Date and Lease
\nExpiration Date.<\/p>\n
1.1.6 “Renewal Options” shall mean Tenant’s right to renew this
\nLease for two (2) additional successive periods of sixty (60) months each. Each
\nsuch sixty (60) month period shall constitute a “Renewal Term”, and shall be
\nentered into on the terms and conditions set forth in Subparagraph 2.3 below. In
\naddition to the Renewal Options, which are exercisable at Tenant’s election,
\nTenant shall have certain obligations to extend the term of this Lease in the
\nevent that Tenant exercises its rights under that certain Annex Expansion Option
\nentered into by and between Landlord and Tenant of even date herewith, as more
\nparticularly described in Subparagraph 2.5 below.<\/p>\n
1.1.7 “Base Rent” shall refer to the basic rental payments payable
\nby Tenant to Landlord pursuant to Schedule 7 attached, and initially shall mean
\nOne and 17\/100 Dollars ($1.17) per square foot of Tenant’s Square Footage per
\nmonth or approximately Forty Thousand Nine Hundred Fifty and No\/100 Dollars
\n($40,950) per month for the Initial Space, and shall be adjusted as set forth on
\nSchedule 7 attached hereto. An “Adjustment Date” is a date on which Base Rent
\nshall be adjusted as provided in Schedule 7.<\/p>\n
-3-<\/p>\n
1.1.8 “Tenant’s Share” shall mean one hundred percent (100%).
\n“Additional Operating Costs” shall mean those Operating Costs (as defined in
\nSubparagraph 3.4 below) which are not paid directly by Tenant to the supplier,
\nvendor or provider thereof, in accordance with the terms hereof, but which shall
\nbe reimbursed by Tenant to Landlord as set forth in Section 3 below.<\/p>\n
1.1.9 “Security Deposit” shall mean an amount equal to the amount
\nof the first installment of Base Rent due and payable hereunder or approximately
\nForty Thousand Nine Hundred Fifty and no\/100 Dollars ($40,950). The Security
\nDeposit shall be tendered by Tenant upon execution of this Lease and shall be
\nheld by Landlord as security for the faithful performance by Tenant of all of
\nthe terms, covenants and conditions of this Lease. If there occurs an uncured
\nEvent of Default (as defined in Subparagraph 11.1 below), Landlord may (but
\nshall not be obligated to) retain, use or apply such Security Deposit for the
\npayment of Rent or any other sum in default, or for payment of any amount which
\nLandlord may spend or become obligated to spend by reason of Tenant’s default,
\nor to compensate Landlord for any loss or damage which Landlord may suffer by
\nreason of Tenant’s default. In any such event, then, upon written notice from
\nLandlord, Tenant shall deposit with Landlord sufficient cash to restore the
\nSecurity Deposit to its original sum, and Tenant’s failure to do so within ten
\n(10) days after the effective date of such written notice shall constitute an
\nEvent of Default.<\/p>\n
1.1.10 “Permitted Purpose” means that Tenant may use the Leased
\nPremises for general office and computer operations and any lawful purpose
\nincidental thereto. Landlord hereby acknowledges<\/p>\n
-4-<\/p>\n
that such purpose is permitted under the development agreement currently
\napplicable to the Project.<\/p>\n
1.1.11 “Permitted Parking” shall mean four (4) parking spaces
\nprovided to Tenant for each one thousand (1,000) Rentable square feet of the
\nLeased Premises, or two hundred eighty (280) spaces. Landlord agrees that,
\ndespite the phased build-out of the Leased Premises, Tenant shall be entitled to
\nuse of all of the parking spaces allocated to the Building, effective as of the
\nLease Commencement Date. Tenant’s Permitted Parking shall be on the terms and
\nconditions set forth in Schedule 8. Landlord reserves the right to reduce the
\nnumber of parking spaces allocated to Tenant due to the adoption of any local
\nordinance or regulation imposing air quality\/auto emissions restrictions upon
\nemployers of more then forty (40) employees.<\/p>\n
1.1.12 “Managing Agent” shall mean Lankford & Associates, Inc., 3100
\nZinfandel Drive, Suite 160, Rancho Cordova, California 95670, or any other agent
\nspecified in writing by Landlord pursuant to the provisions for Notice in this
\nLease.<\/p>\n
1.1.13 Landlord’s mailing address: 3100 Zinfandel Drive, Suite 160,
\nRancho Cordova, California 95670.<\/p>\n
1.1.14 Tenant’s mailing address: Four Embarcadero Place, 2400 Geng
\nRoad, Palo Alto, California 94303-3317, with a copy to the Leased Premises.<\/p>\n
1.2 Schedules. The schedules and exhibits listed below are incorporated
\n ———
\ninto this Lease by reference unless stated to be Intentionally Deleted. The
\nterms of schedules, exhibits and typewritten addenda, if any, attached or added
\nhereto shall control over any inconsistent provisions in the paragraphs of this
\nLease.<\/p>\n
-5-<\/p>\n
(a) Schedule 1: Description of Leased Premises and Floor Plan.
\n (b) Schedule 2: Rules and Regulations.
\n (c) Schedule 3: Prospect Green Business Park Common Area Charges.
\n (d) Schedule 4: Intentionally Deleted.
\n (e) Schedule 5: Work Letter Agreement.
\n (f) Schedule 5-A: Construction Schedule.
\n (g) Schedule 6: Certificate of Acceptance.
\n (h) Schedule 7: Base Rent and Management Fee
\n (i) Schedule 8: Parking.<\/p>\n
2. PREMISES.
\n ——– <\/p>\n
2.1 Lease of Premises. In consideration of the Rent (as such term is
\n —————–
\ndefined in Subparagraph 3.1 hereof) and the provisions of this Lease, Landlord
\nleases to Tenant and Tenant accepts from Landlord the Leased Premises, subject
\nto the terms, covenants and conditions set forth herein.<\/p>\n
2.2 Prior Occupancy. Except as provided in the Work Letter Agreement
\n —————
\nattached hereto as Schedule 5, Tenant shall not occupy the Leased Premises prior
\nto the Lease Commencement Date except with the express prior written consent of
\nLandlord. If Tenant occupies the Leased Premises (to conduct Tenant’s business
\nas opposed to occupying or entering to perform work required to make the Leased
\nPremises ready for occupancy pursuant to Schedule 5 hereof, including testing
\nand training procedures that may involve actual accounts but shall not be
\nconstrued to be the performance of business) prior to such Date with Landlord’s
\nconsent, Tenant shall pay Landlord for the period from the first (1st) day of
\nsuch<\/p>\n
-6-<\/p>\n
occupancy to the Lease Commencement Date, Base Rent in the amount of the first
\ninstallment of Base Rent due and payable by Tenant. A prorated monthly
\ninstallment shall be paid for the fraction of the month if Tenant’s occupancy of
\nthe Leased Premises commences on any day other than the first (1st) day of the
\nmonth. If Tenant shall occupy the Leased Premises prior to the Lease
\nCommencement Date, all covenants and conditions of this Lease shall be binding
\non the parties commencing upon the date of such prior occupancy.<\/p>\n
2.3 Renewal Options.
\n ————— <\/p>\n
2.3.1 Grant of Options. Landlord hereby grants to Tenant two (2)
\n —————-
\nsuccessive Renewal Options for a term of sixty (60) months each. During each
\nsuch Renewal Term, all covenants and conditions applicable to the immediately
\npreceding Lease Term or Renewal Term (as appropriate) shall apply, except as
\notherwise set forth herein.<\/p>\n
2.3.2 Exercise of Options. As long as there does not exist an
\n ——————-
\nuncured Event of Default (as defined in Subparagraph 11.1 below), the Renewal
\nOptions may be exercised by Tenant’s delivery to Landlord of a written notice of
\nTenant’s intention to exercise its Renewal Option, delivered not later than six
\n(6) months prior to the expiration of the Lease Term or immediately preceding
\nRenewal Term, as applicable (“Notice of Exercise”). The failure of Tenant to
\nexercise the first Renewal Option as required by this Subparagraph 2.3.2 shall
\nconstitute Tenant’s election to terminate this Lease at the end of the original
\nLease Term, the second Renewal Option shall terminate and be of no further force
\nand effect, and Landlord’s acceptance of any Rent (as such term is defined in
\nSubparagraph 3.1 hereof) subsequent to the expiration of<\/p>\n
-7-<\/p>\n
such Lease Term shall not constitute a waiver by Landlord of the requirement
\nthat Tenant timely exercise the Renewal Option in writing.<\/p>\n
2.4 Expansion Obligation\/Accelerated Timing Option.
\n ———————————————–<\/p>\n
2.4.1 Expansion Obligation. The parties acknowledge and agree that, as
\n ———————
\nof the date of execution of this Lease, Tenant has not yet completed its space
\nplan for the entire Leased Premises. The parties have agreed that Tenant shall
\nbe entitled to build out and utilize the Leased Premises on a phased basis but
\nshall be obligated to pay Base Rent for the entirety of the Leased Premises by
\nthe first day of the thirteenth (13th) month of the Lease Term (the “Expansion
\nObligation”), as follows: (i) for the first twelve months of the Lease Term,
\nTenant shall pay Base Rent for not less than Thirty-five Thousand (35,000)
\nRentable square feet of space (the “Initial Space”); and (ii) it shall pay Base
\nRent for the remainder of the Leased Premises (the “Secondary Space”), up to the
\ntotal of Seventy Thousand Sixty-five (70,065) Rentable square feet commencing
\nnot later than the first day of the thirteenth (13th) month of the Lease Term.
\nThe Initial Space and the Secondary Space are as described more fully on
\nSchedule 1 attached hereto. Tenant hereby agrees that, by virtue of the
\nExpansion Obligation, effective as of the first day of the thirteenth (13th)
\nmonth of the Lease Term, the Leased Premises shall be deemed to be Seventy
\nThousand Sixty-five (70,065) Rentable square feet. Except for payment of Base
\nRent, which shall commence on the first day of the thirteenth (13th) month of
\nthe Lease Term, all terms and conditions of this Lease shall be applicable to
\nthe Secondary Space, including the Lease Expiration Date and the per square foot
\nallowance for<\/p>\n
-8-<\/p>\n
tenant improvements; provided that such allowance shall be paid in periodic
\nadvances at the direction of Landlord, during the course of construction of the
\ntenant improvements for the Secondary Space (as hereinafter provided) or, if
\nconstruction has not yet commenced on the first day of the thirteenth month of
\nhte Lease Term, then such funds shall be placed in an interest-bearing escrow
\naccount designated by Landlord, with instructions that they shall be released
\nonly upon the signature of Landlord, following verification of invoices for
\nimprovements performed to or for the benefit of the Secondary Space. In the
\nevent that not all of such funds are utilized by Tenant for improvements to the
\nSecondary Space, the excess shall be returned to Landlord, along with all
\ninterest accrued on said escrowed funds from the date of deposit to the date of
\nwithdrawl. Notwithstanding the fact that Tenant shall be responsible for
\nconstruction of the tenant improvements to the Initial Space in accordance with
\nSchedule 5 attached, Tenant shall be responsible for constuction of the
\nimprovements to the Secondary Space but will enter into an agreement with
\nLandlord (as a part of the Work Letter to be executed by and between the parties
\nin connection with the build-out of such Secondary Space, as described in
\nSubparagraph 2.4.2 below) whereby Landlord as owner of the Project shall perform
\nsuch work for a fee. Such agreement with Landlord shall be on the following
\nbasic economic terms: (i) Landlord shall receive a fee of five percent (5%) (of
\nthe total cost of the work to be performed), and Landlord’s general conditions
\nshall be four percent (4%); (ii) Landlord shall competitively bid all major
\ntrades and will permit Tenant to review and approve such bids (which approval
\nshall not be unreasonably<\/p>\n
-9-<\/p>\n
withheld or delayed); and (iii) Tenant shall be responsible for all increases in
\nthe cost of the work caused by overruns, change orders, and other causes beyond
\nthe reasonable control of Landlord.<\/p>\n
2.4.2 Accelerated Timing Option. The foregoing notwithstanding,
\n ————————-
\nthe parties acknowledge that while the Expansion Obligation provides for
\nTenant’s occupancy of the Secondary Space on or before the commencement of the
\nthirteenth (13th) month of the Lease Term, Tenant shall be entitled to cause the
\ntenant improvements to be performed and occupy such space prior to the
\nthirteenth (13th) month (the “Accelerated Timing Option”). In the event Tenant
\nexercises such Accelerated Timing Option, Tenant’s obligation for payment of
\nBase Rent as to such space shall not commence until the first day of the
\nthirteenth (13th) month of the Lease Term; however, all other sums due and
\npayable hereunder as to such space shall commence on the actual date of
\noccupancy. The Secondary Space shall be built-out – whether by exercise of the
\nAccelerated Timing Option or otherwise – by Tenant’s delivery to Landlord of
\nwritten notice pursuant to the terms hereof of Tenant’s desire to commence
\nconstruction of improvements for the Secondary Space. The parties shall, within
\na reasonable period of time, not to exceed fifteen (15) days thereafter, execute
\n(i) an addendum to this Lease confirming the terms and conditions upon which the
\nSecondary Space, shall be leased to Tenant, including, without limitation, the
\ndate upon which Tenant’s occupancy of such space shall commence (the “Expansion
\nCommencement Date”), the dollar amount for Base Rent, Tenant’s Square Footage
\nand other variables affected by such expansion; and (ii) a Work Letter Agreement
\nin the<\/p>\n
-10-<\/p>\n
form of Schedule 5 attached, covering Leasehold Improvements to be performed in
\nsuch space, which are mutually agreeable to Landlord and Tenant, and including
\nthe terms on which Landlord shall construct such improvements, as described
\nabove. The Expansion Commencement Date shall be the earlier to occur of (i)
\nTenant’s actual conduct of business in such space, or (ii) the date of
\nSubstantial Completion of such space, as determined in accordance with the Work
\nLetter Agreement executed by the parties in connection with such space, as
\nprovided above, but in no event later that the first day of the thirteenth
\n(13th) month, of the Lease Term. Tenant’s obligation for payment of Base Rent
\nfor the entire Building shall begin on such date regardless of whether
\nSubstantial Completion has yet been achieved, and regardless of whether Tenant
\nhas delivered written notice of its desire to build out such space.<\/p>\n
2.5 Annex Expansion Option. Concurrently with the execution of this
\n ———————-
\nLease, the parties are entering into that certain Annex Expansion Option,
\nwhereby the parties have made separate arrangements for addressing the possible
\nfuture expansion needs of Tenant by way of a companion building to be located on
\nreal property adjacent to the Building which is owned by Landlord. In the event
\nof an assignment or other transfer of Landlord’s interest in this Lease, or a
\npermitted transfer of Tenant’s interest in this Lease, the Annex Expansion
\nOption shall not be transferred therewith, it being understood that the parties’
\n —
\nagreements thereunder are separate and distinct from this Lease. Notwithstanding
\nthe separate nature of the Annex Expansion Option, it shall be a condition of
\nexercise of such option that the initial<\/p>\n
-11-<\/p>\n
Lease Term of this Lease shall and must be automatically extended to be co-
\nterminous with the lease to be entered into by the parties for such annex
\nbuilding. Such extended period shall be referred to herein as the “Annex
\nExtension Period” and shall be on the same terms and conditions as this Lease;
\nprovided that the Base Rent for such Annex Extension Period shall be increased
\nto ninety-five percent (95%) of Fair Market Rental in accordance with the
\nprocedure for determining Fair Market Rental set forth in Subparagraph 3.3
\nbelow. Such increase shall be calculated as of that date on which the Lease Term
\nwould have expired had the Annex Expansion Option not been exercised by Tenant;
\nprovided, however, that notwithstanding such Fair Market Rental calculation, in
\nno event shall Base Rent for such Annex Expansion Period be less than the Base
\nRent in effect as of the effective date of such calculation.<\/p>\n
3. PAYMENT OF RENT AND OPERATING COSTS.
\n ———————————–
\n 3.1 Lease Term Rent.
\n ————— <\/p>\n
3.1.2 Base Rent. Each monthly installment of Base Rent in the
\n ———
\namount set forth in Schedule 7 shall be payable no later than the first (1st)
\ncalendar day of each month, together with each monthly installment of Tenant’s
\nShare of Additional Operating Costs. Monthly installments for any fractional
\ncalendar month, at the beginning or end of the Lease Term or any Renewal Term,
\nshall be prorated based on the number of days in such month. Base Rent and
\nTenant’s Share of Additional Operating Costs, together with all other amounts
\npayable by Tenant to Landlord under this Lease, shall be sometimes referred to
\ncollectively as “Rent.”<\/p>\n
-12-<\/p>\n
Tenant shall pay all Rent, without deduction or set off, to Landlord or Managing
\nAgent at a place specified by Landlord.<\/p>\n
3.1.3 Late Charge. Rent not paid on or before the expiration of
\n ———–
\nfour (4) business days following the date that such sums are due, shall be
\nsubject to a late charge until paid equal to one and one-half percent (1-1\/2%)
\nper month from such fourth (4th) business day following the date when due, until
\npaid, but in no event greater than that rate which is permitted under applicable
\nlaws prohibiting the charging or collection of usurious interest. Tenant
\nacknowledges that late payment of Rent will cause Landlord to incur costs not
\ncontemplated by this Lease, the exact amount of which is extremely difficult and
\nimpracticable to ascertain at this time. Accordingly, the parties agree that
\nthe foregoing late charge represents a reasonable estimate of the loss and
\nexpense to be suffered by Landlord by reason of Tenant’s late payment.<\/p>\n
3.2 Base Rent Adjustment. Base Rent shall be subject to adjustment as
\n ——————–
\nprovided on Schedule 7 attached.<\/p>\n
3.3 Renewal Term Rent. During the first Renewal Term, the Base Rent shall
\n —————–
\nbe ninety-five percent (95%) of the fair market rental (“Fair Market Rental”)
\nfor the Leased Premises as of the end of the just expired Lease Term. During
\nthe second Renewal Term, the Base Rent shall be ninety-five percent (95%) of the
\nFair Market Rental for the Leased Premises as of the end of the just expired
\nfirst Renewal Term.<\/p>\n
3.3.1 Fair Market Rental Defined. As used herein, Fair Market
\n ————————–
\nRental shall mean the annual amount per square foot that a willing comparable
\nentity, non-renewal, non-expiration new tenant would pay and a willing,
\ncomparable Landlord of a similar class<\/p>\n
-13-<\/p>\n
building which is situated along the Interstate Highway 50 corridor between Watt
\nAvenue and Sunrise Boulevard, in Sacramento County, California, would accept at
\narm’s length, giving appropriate consideration to annual rental rate per square
\nfoot, types of escalation clauses, abatement provisions reflecting free rent
\nand\/or no rent during a lease term, brokerage commissions, if any, length of
\nlease term, size and location of premises, building standard work letter and\/or
\ntenant improvement allowances, and other generally applicable terms and
\nconditions of tenancy.<\/p>\n
3.3.2 Procedure for Determining Fair Market Rental.
\n ——————————————– <\/p>\n
(a) The Fair Market Rental shall be determined by Landlord
\nand Tenant within thirty (30) days after Landlord receives Tenant’s Notice of
\nExercise. If the parties are unable to agree on such Rental, they shall select
\nan appraiser within ten (10) days after the expiration of such thirty (30) days
\nfollowing the Notice of Exercise. If they are unable to select a single
\nappraiser, each party shall select its own appraiser within ten (10) days
\nthereafter, and the two (2) appraisers shall meet promptly and attempt to
\ndetermine the Fair Market Rental. If the two (2) appraisers are able to agree,
\nwithin thirty (30) days after their selection, on a Fair Market Rental that
\nvaries five percent (5%) or less (among the two (2) appraisers), their values
\nshall be averaged to arrive at Fair Market Rental. If the two (2) appraisers are
\nunable to agree, within thirty (30) days after their selection, on a Fair Market
\nRental that varies five percent (5%) or less (as among the two (2) appraisers),
\nthe two (2) appraisers shall select a third (3rd) appraiser within ten (10) days
\nfollowing expiration of the thirty (30) days. The third (3rd) appraiser shall in
\nall<\/p>\n
-14-<\/p>\n
events be a person who has not previously acted in any capacity for either
\nLandlord or Tenant. If the two (2) appraisers are unable to agree on a third
\n(3rd) appraiser (or if either party should within the time specified fail to
\nappoint its appraiser), then either party, upon written application with ten
\n(10) days’ prior written notice to the other, may request such appointment be
\nmade by the then presiding judge of the Superior Court of the County of
\nSacramento acting pursuant to Code of Civil Procedure Section 1281.6.<\/p>\n
(b) The determination of a majority of the appraisers shall
\nbe binding upon the parties and shall be made not later than thirty (30) days
\nfollowing selection of the third (3rd) appraiser. If a majority of the
\nappraisers are unable to set the Fair Market Rental within the stipulated period
\nof time, the three (3) appraisals shall be added together and their totals
\ndivided by three (3); the resulting quotient shall be such Rental; provided,
\nhowever, if the low appraisal and\/or the high appraisal are\/is more than seven
\npercent (7%) lower and\/or higher than the middle appraisal, the low and\/or high
\nappraisal shall be disregarded. If only one (1) appraisal is disregarded, the
\nremaining two (2) appraisals shall be added together and their total divided by
\ntwo (2); the resulting quotient shall be the Fair Market Rental. If both the low
\nappraisal and the high appraisal are disregarded, the middle appraisal shall be
\nthe Fair Market Rental. Each party shall bear the cost of the appraisers
\nselected by it; the expenses of the third (3rd) appraiser shall be borne one-
\nhalf (1\/2) by Landlord and one-half (1\/2) by Tenant.<\/p>\n
-15-<\/p>\n
3.3.3 Qualifications of Appraiser. Any person selected as an
\n —————————
\nappraiser under this Subparagraph 3.3 shall be a member in good standing of the
\nAmerican Institute of Real Estate Appraisers or successor organizations and
\nshall have had at least five (5) years experience in appraising commercial real
\nestate similar to the Building in the same general location.<\/p>\n
3.3.4 Redecorating Allowance. Upon Tenant’s exercise of either the
\n ———————-
\nfirst or both of the Renewal Options, Landlord shall provide Tenant (upon each
\nsuch exercise) an allowance of Five and No\/100 Dollars ($5.00) per Rentable
\nsquare foot of space in the Leased Premises, to be used by Tenant solely for
\nredecorating the Leased Premises in accordance with plans and specifications
\nsubject to the prior written approval of Landlord, and, if all of such allowance
\nis not utilized for redecorating, then the remainder may be utilized by Tenant
\nfor other improvements to the Leased Premises in accordance with plans and
\nspecifications approved by Landlord. Furthermore, as to such allowance for the
\nfirst Renewal Term, if all of such allowance is not utilized, then Tenant shall
\nbe entitled to carry it forward to be applied to the second Renewal Term, should
\nthe second Renewal Option be exercised by Tenant.<\/p>\n
3.4 Operating Costs. The parties acknowledge and agree that this Lease is
\n —————
\nwhat is commonly known as a “triple net lease” or a “net, net, net lease”.
\nThroughout the entire term hereof, the Base Rent is intended to be and shall be
\npaid to Landlord absolutely net of all impositions, taxes (except as otherwise
\nprovided herein), liens, charges, mortgages (with the exception of mortgages
\ninitiated by and securing financial obligations of Landlord), costs<\/p>\n
-16-<\/p>\n
or expenses (with the exception of certain maintenance costs specifically
\nprovided in Subparagraph 5.1.2.1 below) of any nature whatsoever in connection
\nwith the ownership and operation of the Project. Each of the foregoing costs and
\ncharges to be paid by Tenant shall be part of Operating Costs as hereinafter
\ndefined, and shall be paid in one of three ways, as follows: (1) directly by
\nTenant to the supplier, vendor or provider thereof (“Tenant’s Direct Costs”);
\n(2) monthly payment from Tenant to Landlord of Tenant’s Share – in this case,
\none hundred percent (100%) – of certain of the Additional Operating Costs,
\ncalculated by Landlord on an annual basis and billed 1\/12 per month (“Monthly
\nAdditional Operating Costs”); and (3) Additional Operating Costs payable upon
\ndemand from Landlord to Tenant (“Demand Additional Operating Costs”). The
\nOperating Costs are defined below, along with a more specific description of the
\nmanner of payment of the same, as follows:<\/p>\n
3.4.1 Definition. “Operating Costs” shall mean all expenses
\n ———-
\nrelating to the Leased Premises or the Project, including, but not limited to:
\nreal estate taxes and assessments (including debt service payments on amortizing
\nbonds); gross rents, sales, use, business, corporation or other taxes (except
\nnet income taxes other than taxes levied or assessed in substitution for any
\nother tax constituting an Operating Cost); any fees or charges (for example,
\ntraffic, parking or air quality mitigation, child care, low income housing, or
\nother such fees) imposed by governmental authorities having jurisdiction over
\nthe Project; utilities; costs attributable to the Project for utilization of the
\ncommon area of Prospect Green Business Park (as more fully described in Schedule<\/p>\n
-17-<\/p>\n
3 attached); insurance premiums and (to the extent used) deductibles for all
\ninsurance being carried by Landlord against the Project or its operation;
\nmaintenance, repairs and replacements; refurbishing and repainting; cleaning,
\njanitorial and other services, equipment, tools, materials and supplies; air
\nconditioning, heating and elevator service; property management fees in the
\namounts set forth on Schedule 7 attached; security; resurfacing and restripping
\nof walks, drives and parking areas; signs, directories and markers; exterior
\ncleaning of the Building; landscaping; and snow and rubbish removal. Operating
\nCosts shall not include expenses for legal services, real estate brokerage and
\nleasing commissions, Landlord’s net income taxes, income tax accounting,
\ninterest, depreciation, general corporate overhead, or capital improvements to
\nthe Building or Project except for capital improvements installed for the
\npurpose of reducing or controlling expenses (and, in such case, to the extent of
\nsuch savings or reduction in expenses; provided, however, that Landlord’s
\nstatement as to such reduction or savings shall be presumed contolling on the
\nissue and Tenant shall have the burden of disproving such statement), or
\nrequired by any governmental or other authority having jurisdiction over the
\nProject, which shall be amortized by Landlord in accordance with Generally
\nAccepted Accounting Principles. In computing Additional Operating Costs for
\npurposes of Subparagraph 3.4.2 below, Landlord’s estimate of Operating Costs
\nshall be used, and for purposes of Subparagraph 3.4.3 below, Landlord’s actual
\nOperating Costs for any calendar year shall be used.<\/p>\n
-18-<\/p>\n
3.4.2 Payment of Monthly Additional Operating Costs. Tenant shall
\n ———————————————
\npay, in equal monthly installments, beginning on the first day of the first
\nmonth of this Lease, Tenant’s Share of any Additional Operating Costs for each
\ncalendar year which falls (in whole or in part) during the Lease Term (prorated
\nfor any partial calendar year at the beginning or end of the Lease Term), in the
\nfollowing categories: landscaping (including utilities not billed on the same
\nmeter as the Leased Premises which shall be paid directly by Tenant as provided
\nbelow), parking lot maintenance and refurbishment (including utilities not
\nbilled on the same meter as the Leased Premises, which shall be paid directly by
\nTenant as provided below); common area charges for Prospect Green Business Park;
\nmanagement fees; Project sign, directory and marker maintenance; and any other
\nOperating Costs not paid directly by Tenant or billed separately by Landlord to
\nTenant in accordance with the procedures set forth below. Annually, or from
\ntime to time, based on actual and projected Operating Costs data, Landlord may
\nadjust its estimate of Monthly Additional Operating Costs upward or downward.
\nAll monthly installments of Monthly Additional Operating Costs payable after
\nnotice to Tenant of a revised estimate of Operating Costs shall be paid in equal
\nmonthly amounts sufficient to pay in full the unpaid balance of Tenant’s Share
\nof any Monthly Additional Operating Costs by the end of the calendar year in
\nwhich such adjustment is made, and thereafter Monthly Additional Operating Costs
\nshall be paid in equal monthly amounts sufficient to pay in full Tenant’s Share
\nof any Monthly Additional Operating Costs by the end of each succeeding calendar
\nyear.<\/p>\n
-19-<\/p>\n
3.4.3 Actual Operating Cost Adjustment. As soon as possible each
\n ——————————–
\nyear, Landlord shall compute the actual Additional Operating Costs for the prior
\ncalendar year, and shall give notice thereof to Tenant. Within thirty (30) days
\nafter receipt of such notice, Tenant shall pay any deficiency in Tenant’s Share
\nof any Monthly Additional Operating Costs for the prior calendar year (prorated
\nfor any partial calendar year prior to or at the beginning or end of the Lease
\nor Renewal Term). In the event of overpayment by Tenant, Landlord shall apply
\nthe excess to the next payment of Rent when due, until such excess is exhausted
\nor until no further payments of Rent are due, in which case Landlord shall pay
\nto Tenant the balance of such excess within thirty (30) days thereafter.<\/p>\n
3.4.4 Demand Additional Operating Costs. The parties acknowledge
\n ———————————
\nand agree that certain Additional Operating Costs shall be periodically billed
\nto Tenant by Landlord in addition to the Monthly Additional Operating Cost
\ncalculation, and shall be payable by Tenant upon demand, as follows:<\/p>\n
(i) all real property taxes and assessments (including debt
\nservice on amortizing bonds);<\/p>\n
(ii) insurance premiums and deductibles (to the extent used);<\/p>\n
(iii) fees and other charges (such as traffic, parking or air quality
\nmitigation charges and child care fees) imposed by governmental authorities
\nhaving or asserting jurisdiction over the Project; and<\/p>\n
(iv) any and all taxes payable (a) upon, measured by or reasonably
\nattributable to the cost or value of Tenant’s equipment,<\/p>\n
-20-<\/p>\n
fixtures and other personal property located in the Leased Premises or by the
\ncost or value of any leasehold improvements made in or to the Leased Premises by
\nTenant, regardless of whether title to such improvements is in Tenant or
\nLandlord; (b) upon or measured by the monthly Rental payable hereunder,
\nincluding, without limitation, any gross receipts tax or excise tax, unless paid
\nas an Operating Cost; (c) upon or with respect to the possession, leasing,
\noperating, management, maintenance, alteration, repair, use or occupancy by
\nTenant of the Leased Premises or any portion thereof; and (d) upon this
\ntransaction or any document to which Tenant is a party creating or transferring
\nan interest or an estate in the Leased Premises.<\/p>\n
Each of the foregoing shall be additional Rent hereunder and, unless this Lease
\nprovides otherwise, shall be due and payable not later than thirty (30) days
\nafter demand therefor.<\/p>\n
3.4.5 Tenant’s Direct Operating Costs. The parties
\n ——————————-
\nacknowledge and agree that, in addition to Tenant’s responsibility for payment
\nof the foregoing Additional Operating Costs, Tenant shall be responsible for
\ndirectly paying to the supplier, vendor or provider thereof, certain Operating
\nCosts (some of which are also articulated in Subparagraph 5 below, dealing with
\nTenant’s responsibility for payment and performance of certain maintenance
\nobligations), as follows:<\/p>\n
(i) janitorial services for the Leased Premises in accordance with
\nspecifications (both as to frequency and scope of service) commensurate with
\nsimilar class A buildings in the same<\/p>\n
-21-<\/p>\n
vacinity as the Building and approved by Landlord in its reasonable discretion;<\/p>\n
(ii) electrical, gas, water and other utility charges for provision
\nof light, general electrical power and water supplied to the Leased Premises
\n(including sewer and waste removal), which shall be separately metered and
\nbilled to Tenant, at Tenant’s sole cost and expense;<\/p>\n
(iii) telephone installation and service supplied to the Leased
\nPremises;<\/p>\n
(iv) routine, periodic elevator maintenance service and HVAC systems
\nservice in accordance with specifications (both as to scope and frequency)
\ncommensurate with similar Class A buildings in the vacinity of the Building, and
\napproved by Landlord in its reasonable discretion; and<\/p>\n
(v) routine, periodic pest control service in accordance with
\nspecifications (both as to frequency and scope of service) commensurate with
\nsimilar Class A buildings in the vacinity of the Building, and approved by
\nLandlord in its reasonable discretion. If the foregoing costs are not timely
\npaid by Tenant and Landlord is required to pay them, they shall be additional
\nRent hereunder. Should Tenant fail to provide adequate janitorial, pest control,
\nelevator or HVAC systems services and\/or timely pay for such services or those
\nutility charges separately billed to Tenant, then, in addition to Landlord’s
\nremedies hereunder for an Event of Default by Tenant, Landlord shall have the
\nright to assume responsibility for such costs (including the right to make
\narrangements for janitorial, pest control, elevator and\/or HVAC<\/p>\n
-22-<\/p>\n
systems services to the Leased Premises) and to charge Tenant for the same.<\/p>\n
4. IMPROVEMENTS BY LANDLORD; POSSESSION.
\n ———————————— <\/p>\n
4.1 Construction Conditions. Tenant shall construct the improvements
\n ———————–
\ndescribed in the Work Letter Agreement attached hereto as Schedule 5 and
\nSchedule 5-B (the “Leasehold Improvements”). The expenses to be incurred as
\nbetween Landlord and Tenant for construction of the Leasehold Improvements are
\nspecified in Schedule 5.<\/p>\n
4.2 Commencement of Possession. If the Leased Premises are not
\n ————————–
\nSubstantially Complete (as defined in Schedule 5 attached), by the scheduled
\nLease Commencement Date, subject only to items which do not materially affect
\nthe use thereof, then the Lease Commencement Date shall be extended to the date
\non which Substantial Completion shall have been achieved; provided, however,
\nthat in no event shall the Lease Commencement Date be extended beyond October 1,
\n1996. If Tenant fails to cause the Leased Premises to be ready for occupancy at
\nthe time of the scheduled Lease Commencement Date, the Lease Term shall
\nnevertheless commence effective as of the scheduled Lease Commencement Date),
\nand neither Landlord nor Landlord’s agents, officers, employees or contractors
\nshall be liable for any damage, loss, liability or expense caused thereby; nor
\nshall this Lease become void or voidable unless such failure continues for more
\nthan one hundred eighty (180) days, in which case, Landlord, only, shall have
\nthe right to terminate this Lease upon twenty (20) days’ prior written notice to
\nTenant; provided that the time for Tenant to perform shall be extended by any
\ndelay caused by Landlord and force majeure events. As soon as<\/p>\n
-23-<\/p>\n
possible following the establishment of the Lease Commencement Date in
\naccordance with the terms of this subparagraph 4.2, Tenant shall execute and
\ndeliver to Landlord a letter in the form attached as Schedule 6, acknowledging
\nthe Lease Commencement Date and certifying that the Leasehold Improvements have
\nbeen substantially completed and that Tenant has examined and accepted the
\nLeased Premises. Tenant hereby authorizes an officer of Tenant who receives the
\nkeys, cardkeys, or other security devices to the Leased Premises on behalf of
\nTenant to execute and deliver such letter in Tenant’s name. If Tenant fails to
\ndeliver such letter, Tenant shall conclusively be deemed to have made such
\nacknowledgment and certification effective as of the date of Substantial
\nCompletion, as certified by Landlord’s architect, in accordance with Schedule 5
\nattached.<\/p>\n
5. PROJECT SERVICES.
\n —————-
\n 5.1 Project Services. Tenant and Landlord shall furnish services to the
\n —————-
\nProject, as follows:<\/p>\n
5.1.1 Utility Services. Tenant shall arrange for and pay directly
\n —————–
\nto the supplier thereof, all utility services to the Project, as set forth in
\nSubparagraph 3.6 above (the “Utility Services”).<\/p>\n
5.1.2 Maintenance Services.
\n ——————— <\/p>\n
5.1.2.1 Landlord’s Maintenance. Landlord, at its cost,
\n ———————-
\nshall be obligated to maintain, repair, and replace the following: (a) the
\nstructural parts of the Building, which structural parts include only the
\nfoundations, bearing and exterior walls (excluding glass and doors),
\nsubflooring and roof; and (b) the unexposed electrical, plumbing and
\nsewage systems (but not in<\/p>\n
-24-<\/p>\n
the tenant improvements), including, without limitation, those portions of the
\nsystems lying outside the Building. All of the foregoing shall be at the expense
\nof Landlord unless the need for such maintenance and\/or repair is caused in part
\nor in whole by the act, neglect fault or omission of any duty of Tenant, its
\nagents, employees or invitees, in which case Tenant shall pay Landlord the
\nreasonable cost of such maintenance and\/or repairs, within twenty (20) days
\nfollowing Landlord’s demand therefor. Landlord shall also maintain the parking
\narea and the other portions of the Land, including the landscaped portions
\nthereof; however, the cost of such maintenance shall be included by Landlord as
\nan Operating Cost for purposes of computing Additional Operating Costs as
\nprovided in Subparagraph 3.4 above.<\/p>\n
5.1.2.2 Tenant’s Maintenance. Tenant, at its sole cost and
\n ——————–
\nexpense, shall be responsible for repair, maintenance and replacement of all
\nportions of the Leased Premises for which Landlord is not expressly obligated
\nhereunder to maintain and repair, including, without limitation, the following:
\n(a) the Leasehold Improvements; (b) Tenant’s personal property and signs; (c)
\nthe plate glass and windows of the Leased Premises; (d) the exposed electrical,
\nplumbing and sewage systems of the Leased Premises (and any unexposed portions
\nwithin the tenant improvements); (e) the floor covering, wall covering and
\ninterior non-structural fixtures of the Building; (f) the heating, ventilating
\nand air conditioning equipment serving the Building (the “HVAC Equipment”); and
\n(g) the elevator. The parties specifically agree the Tenant shall, at its cost,
\nengage a maintenance firm reasonably acceptable to Landlord, to perform<\/p>\n
-25-<\/p>\n
preventative maintenance services on the HVAC Equipment and the elevator, and
\nLandlord shall be entitled to reasonably approve the nature and extent of such
\nmaintenance services. All of the foregoing shall be at the cost and expense of
\nTenant unless the need for such repair and\/or maintenance is caused in whole or
\nin part by the act, neglect, fault or omission of any duty by Landlord, its
\nagents, employees or invitees, in which case Landlord shall to Tenant the
\nreasonable cost of the same within twenty (20) days of Landlord’ approval of
\nsuch costs.<\/p>\n
5.1.2.3 Remedies. Should either party fail to commence and
\n ——–
\ndiligently persue performance of the foregoing respective maintenance
\nobligations, within twenty (20) days after notice from the other party (except
\nfor an emergency or hazardous situation, in which case the performance shall be
\nimmediate), then the other party shall be entitled to perform the same. In such
\ncase, the cost of any such performance shall be due and payable by the party
\nfailing to perform the same, within twenty (20) days following demand therefor
\nby the other party.<\/p>\n
5.1.3 Project Services. Utility Services and Maintenance Services,
\n —————-
\ndescribed above, shall be collectively referred to as “Project Services.”<\/p>\n
6. TENANT’S COVENANTS.
\n ——————
\n 6.1 Use of Leased Premises. Tenant agrees to:
\n ———————-
\n 6.1.1 Permitted Usage. Use the Leased Premises for the Permitted
\n —————
\nPurpose only and for no other purposes.<\/p>\n
6.1.2 Compliance With Laws. Comply with the pro visions of all
\n ———————-
\nrecorded covenants, conditions and restrictions (including, without limitation,
\nany applicable to the Prospect<\/p>\n
-26-<\/p>\n
Green Business Park, of which the Project is a part) and all building, zoning,
\nfire and other governmental laws, ordinances, rules or regulations applicable to
\nthe Leased Premises and all requirements of the carriers of insurance covering
\nthe Project. Landlord shall provide Tenant with a copy of any notice it
\nreceives from an insurance carrier pertaining to the Leased Premises insofar as
\nsuch notice sets forth an alleged failure to meet the carrier’s requirements,
\nand Tenant shall have ten (10) days thereafter to remedy any failure to so
\ncomply; provided, however, that such compliance shall not increase Tenant’s
\ninsurance requirements hereunder.<\/p>\n
6.1.3 Nuisances or Waste.
\n ——————
\n (a) Not do or permit anything to be done in or about the
\nLeased Premises, or bring or keep anything in the Leased Premises that may
\nincrease Landlord’s fire and extended coverage insurance premium, damage the
\nBuilding or the Project, constitute waste, constitute an immoral purpose, or be
\na nuisance, public or private, or menace or other disturbance to tenants of
\nadjoining premises or anyone else, or use or store any toxic chemicals, wastes,
\nelements or substances in the Leased Premises, unless such toxic chemicals,
\nwaste, elements or substances are used or stored in full compliance with any
\nlocal, state or federal laws, ordinances, rules and regulations presently in
\neffect or hereafter enacted pertaining to such use or storage and then only if
\nused or stored in connection with Tenant’s ordinary and usual business
\noperations (that is, for example, white-out correction fluid and photocopy
\ntoner). This Subparagraph 6.1.3. is in addition to those provisions set forth in
\nSubparagraph 13.13 below.<\/p>\n
-27-<\/p>\n
(b) Tenant further agrees to defend, indemnify and hold
\nharmless Landlord, or any partner, officer or director of Landlord, against any
\nand all claims, demands, liabilities, costs and expenses (including without
\nlimitation reasonable attorneys’ fees and expenses, expert witness fees and
\npost-judgment collection costs) which Landlord may sustain at any time as a
\nresult of, arising out of, or in any way connected with a breach of Subparagraph
\n6.1.3(a). Additionally, Tenant agrees to cease the activity which amounts to
\nsuch breach immediately upon receipt of written notice from Landlord or any
\nregulatory or governmental agency that, such activity is in violation of any
\ngovernmental laws, ordinances, regulations or rules. Tenant shall give notice to
\nLandlord of any hazardous substances that come to be located on the Leased
\nPremises pursuant to Health & Safety Code section 25359.7.<\/p>\n
6.1.4 Alterations and Improvements. Make no alterations or
\n —————————-
\nimprovements to the Leased Premises the cost of which exceeds Fifteen Thousand
\nand No\/100 Dollars ($15,000) or, notwithstanding the cost, the effect of which
\nis to modify the lobby or the existing mechanical, electrical and\/or structural
\nsystems of the Building, without the prior written approval of Landlord; and
\nmake no alterations or improvements the cost of which is less than Fifteen
\nThousand and No\/100 Dollars ($15,000) without prior notice to Landlord
\nspecifying the nature of such improvements. The foregoing right to make certain
\nalterations without Landlord’s prior consent shall be subject to the terms and
\nconditions of the documents evidencing and securing the mortgage liens, if any,
\nagainst the Project. In the event of any such conflict, Landlord<\/p>\n
-28-<\/p>\n
shall prompty notify Tenant in accordance with the terms hereof. Any such
\nalterations or improvements by Tenant shall be done in a good and workmanlike
\nmanner, at Tenant’s expense, by a licensed contractor reasonably approved by
\nLandlord in conformity with plans and specifications reviewed by Landlord.
\nTenant shall obtain all necessary governmental approvals and permits. On any
\nalterations or improvements requiring Landlord’s prior written approval, at
\nLandlord’s option, Tenant shall contract with Landlord for the construction of
\nsuch alterations or improvements, but only if Landlord’s price for such work is
\nthe lowest of the qualified written bids submitted to Tenant in a competitive
\nbid process. In the case of any alterations, whether or not Landlord’s approval
\nis required hereunder, Tenant shall give Landlord no less than ten (10) business
\ndays’ notice prior to commencement of construction of any kind so that Landlord
\nmay post a notice of nonresponsibility on the Leased Premises.<\/p>\n
6.1.5 Liens. Keep the Leased Premises, the Building and the Project
\n —–
\nfree from liens arising out of any work performed, materials furnished or
\nobligations incurred by or for Tenant. If requested by Landlord, Tenant shall
\npost a bond or other security reasonably satisfactory to Landlord to protect
\nLandlord against such liens. If, at any time, a lien or encumbrance is filed
\nagainst the Leased Premises, the Building or the Project as a result of Tenant’s
\nwork, materials or obligations, Tenant shall promptly discharge such lien or
\nencumbrance. If such lien or encumbrance has not been removed within sixty (60)
\ndays from the date it is filed, Tenant agrees to post a bond in at least the<\/p>\n
-29-<\/p>\n
amount prescribed by applicable California statute then in effect as security
\nfor the lien being discharged.<\/p>\n
6.1.6 Rules and Regulations. Observe, perform and abide by all the
\n ———————
\nrules and regulations promulgated by Landlord from time to time on a reasonable
\nbasis for the benefit of the Project and its tenants, including any such rules
\nand regulations with overall applicability to Prospect Green Business Park.
\nSchedule 2 sets forth Landlord’s rules and regulations in effect on the date
\nhereof.<\/p>\n
6.1.7 Signage. Obtain the prior approval of the Landlord before
\n ——-
\nplacing any sign or symbol in doors or windows or elsewhere in or about the
\nLeased Premises, or upon any other part of the Building or Project, including
\nbuilding directories. The parties acknowledge and agree that Tenant shall have
\nthe right to install exterior signage on the Building, so long as the location
\nand specifications (style, materials, etc.) of such signage have received the
\nprior written approval of Landlord and the County of Sacramento. Any signs or
\nsymbols which have been placed without Landlord’s approval may be removed by
\nLandlord. Upon expiration or termination of this Lease, all signs installed by
\nTenant shall be removed and any damage resulting therefrom shall be promptly
\nrepaired by Tenant, or such removal and repair may be done by Landlord and the
\ncost charged to Tenant as Rent.<\/p>\n
6.2 Insurance.
\n ——— <\/p>\n
6.2.1 Insurance Obtained by Tenant. Tenant shall, at its own
\n —————————-
\nexpense, procure and maintain during the Lease Term commercial general liability
\ninsurance with respect to the Leased Premises and Tenant’s activities in the
\nLeased Premises and in the<\/p>\n
-30-<\/p>\n
Project, providing bodily injury, broad form property damage with a maximum One
\nThousand Dollar ($1,000.00) deductible, unless otherwise approved by Landlord,
\nas follows:<\/p>\n
(a) One Million Dollars ($1,000,000) with respect to bodily
\ninjury or death to any one (1) person;<\/p>\n
(b) Three Million Dollars ($3,000,000) with respect to bodily
\ninjury or death arising out of any one (1) occurrence;<\/p>\n
(c) One Million Dollars ($1,000,000) with respect to
\nproperty damage or other loss arising out of any one (1) occurrence;<\/p>\n
(d) Fire and extended casualty insurance covering Tenant’s
\ntrade fixtures, merchandise and other personal property in an amount not less
\nthan one hundred percent (100%) of their actual replacement cost or highest
\ninsurable value;<\/p>\n
(e) Workers’ compensation insurance in at least the statutory
\namounts; and<\/p>\n
(f) Business interruption insurance equal to all Rent and
\nother sums due hereunder for a period of not less than twelve (12) months.
\nShould Tenant be unable to procure such business interruption insurance at a
\nresonable cost, then Landlord shall be entitled to procure comparable coverage
\nand include the cost thereof as an Operating Cost.<\/p>\n
6.2.2 Coverage Increase. Not more frequently than each three (3)
\n —————–
\nyears if, in the reasonable business judgment of Landlord, the amount of public
\nliability and property damage insurance coverage maintained by Tenant is at that
\ntime not adequate, Tenant shall increase the insurance coverage to an amount<\/p>\n
-31-<\/p>\n
which is determined to be adequate by Landlord in the exercise of reasonable
\nbusiness judgment.<\/p>\n
6.2.3 Blanket Policy. Nothing in this Subparagraph 6.2 shall prevent
\n ————–
\nTenant from obtaining insurance of the kind and in the amounts provided for
\nunder this Paragraph under a blanket insurance policy covering other properties
\nas well as the Leased Premises; provided, however, that any such policy of
\nblanket insurance (i) shall specify the amounts of the total insurance allocated
\nto the Leased Premises, which amounts shall not be less than the amounts
\nrequired by Subparagraphs 6.2.1(a) through (c) hereof, and (ii) such amounts so
\nspecified shall be sufficient to prevent any one of the insureds from becoming a
\nco-insurer within the terms of the applicable policy, and (iii) shall, as to the
\nLeased Premises, otherwise comply as to endorsements and coverage with the
\nprovisions of the Paragraph.<\/p>\n
6.2.4 Acceptable Insurance. Tenant’s insurance shall be with a
\n ——————–
\nBest’s Insurance Reports A+ rated company (or A rated if Class XIII or larger).
\nLandlord and Landlord’s mortgagee, if any, shall be named as “additional
\ninsureds” under Tenant’s general liability insurance (except as to the insurance
\nrequired by Subparagraph 6.2.1(d) above), and such Tenant’s insurance shall be
\nprimary and noncontributing with Landlord’s insurance. Tenant’s insurance
\npolicies shall contain endorsements requiring thirty (30) days’ notice to
\nLandlord and Landlord’s mortgagee, if any, prior to any cancellation, lapse or
\nnonrenewal or any reduction in amount of coverage.<\/p>\n
6.2.5 Evidence of Insurance. Tenant shall deliver to Landlord, as a
\n ———————
\ncondition precedent to its taking occupancy of the<\/p>\n
-32-<\/p>\n
Leased Premises, a certificate or certificates evidencing such insurance.<\/p>\n
6.3 Repairs. Subject to the obligation of Landlord to provide certain
\n ——-
\nMaintenance Services as provided in Subparagraph 5.1.2.1 above, Tenant, at its
\nsole expense, agrees to maintain the interior of the Leased Premises in a neat,
\nclean and sanitary condition. If Tenant fails to maintain or keep the Leased
\nPremises in good repair and such failure continues for thirty (30) days after
\nreceipt of written notice from Landlord, or if such failure results in a
\nnuisance or health or safety risk, Landlord may perform any such required
\nmaintenance and repairs and the cost thereof shall be payable by Tenant as Rent
\nwithin ten (10) business days of receipt of an invoice from Landlord. Tenant
\nshall also pay to Landlord the costs of any repair to the Leased Premises,
\nBuilding or Project necessitated by any act or neglect of Tenant. Tenant waives
\nthe provisions of Sections 1941 and 1942 of the Civil Code of the State of
\nCalifornia and any other statutes or laws permitting repairs by a tenant at the
\nexpense of a landlord or termination of a lease by reason of the condition of
\nthe Leased Premises.<\/p>\n
6.4 Assignment and Subletting.
\n ————————- <\/p>\n
6.4.1 Landlord’s Consent Required. Tenant shall not assign,
\n —————————
\nmortgage, pledge or encumber this Lease, or permit all or any part of the Leased
\nPremises to be subleased to another, without the prior written consent of
\nLandlord, which consent shall not be unreasonably withheld or delayed. Any
\ntransfer of this Lease by merger, consolidation, reorganization or liquidation
\nof Tenant, or by operation of law, or change in the ownership of or power to
\nvote<\/p>\n
-33-<\/p>\n
the majority of the outstanding voting stock of a corporate Tenant, or by change
\nin ownership of a controlling partnership interest in a partnership Tenant,
\nshall constitute an assignment for purposes of this Paragraph.<\/p>\n
6.4.2 Basis for Withholding Consent. Landlord agrees that it will
\n —————————–
\nnot unreasonably withhold its consent to Tenant’s assigning this Lease or
\nsubletting the Leased Premises. In addition to other reasonable bases, Tenant
\nhereby agrees that Landlord shall be deemed to be reasonable in withholding its
\nconsent if (a) the proposed assignment or sublease is for a rental rate less
\nthan seventy-five percent (75%) of the then current Fair Market Rental (as
\ndefined in Subparagraph 3.3.1 hereof); or (b) for the first four (4) years of
\nthe term, the proposed assignment or sublease is to any party who is then a
\ntenant of the Building or the Project, and thereafter only if Landlord has
\ncomparable area available at that time, at a rental rate not less than seventy-
\nfive percent (75%) of the then current Fair Market Rental; or (c) the proposed
\nsublease or assignment results in more than five (5) tenants in the Leased
\nPremises; or (d) there exists an Event of Default (as defined in Subparagraph
\n11.1 below) at the time of request for consent or on the effective date of such
\nsubletting or assigning; or (e) the proposed subtenant or assignee is, in
\nLandlord’s good faith judgment, incompatible with other tenants in the Building,
\nor seeks to use any portion of the Leased Premises for a use not consistent with
\nother uses in the Building, or is financially incapable of assuming the
\nobligations of this Lease (notwithstanding the fact that the Tenant as primary
\nobligee is not released). Tenant shall submit to Landlord the name of a
\nproposed<\/p>\n
-34-<\/p>\n
assignee or subtenant, the terms of the proposed assignment or subletting, the
\nnature of the proposed subtenant’s or assignee’s business, and such information
\nas to the assignee’s or subtenant’s financial responsibility and general
\nreputation as Landlord may reasonably require. Landlord may also consider the
\namount of square feet of the Leased Premises proposed to be subleased and the
\nnumber of employees the subtenant anticipates it will utilize the subleased
\npremises.<\/p>\n
6.4.3 No Release of Obligations. No subletting or assignment, even
\n ————————-
\nwith the consent of Landlord, shall relieve Tenant of its primary obligation to
\npay the Rent and to perform all of the other obligations to be performed by
\nTenant hereunder. The acceptance of Rent by Landlord from any other person
\nshall not be deemed to be a waiver by Landlord of any provision of this Lease or
\nto be a consent to any assignment, subletting or other transfer. Consent to one
\nassignment, subletting or other transfer shall not be deemed to constitute
\nconsent to any subsequent assignment, subletting or other transfer.<\/p>\n
6.4.5 Recapture. As material consideration for the execution of
\n ———
\nthis Lease by Landlord, Tenant hereby agrees that whenever it delivers notice to
\nLandlord that it desires approval of a sublease or assignment, Landlord shall
\nhave the right to review the terms and conditions of such proposed sublease or
\nassignment and, should the proposed assignment or sublease be for the remaining
\nLease Term or the remainder of any Renewal Term then in effect, then Landlord
\nshall have a right for a period of fifteen (15) business days, to cancel this
\nLease as to the portion of the Leased Premises to be assigned or subleased, and
\nenter into a<\/p>\n
-35-<\/p>\n
direct Lease with any prospective sublessee or assignee. Such fifteen (15) day
\nperiod shall commence upon Tenant’s delivery to Landlord of written notice of
\nthe terms of the proposed assignment or sublease and financial statements for
\nthe proposed assignee or sublessee. If Landlord exercises its right to cancel
\nthis Lease, Tenant shall surrender possession of all, or the applicable portion,
\nof the Leased Premises which is the subject of this right to cancel, as the case
\nmay be, not later than the date on which the proposed sublease or assignment
\nterm would commence. If this lease is cancelled as to a portion of the Premises
\nonly, the Rent after the date of cancellation shall be reduced proportionately
\non a square footage basis.<\/p>\n
6.4.6 Proceeds of Sublease or Assignment. One-half ( 1\/2) of any
\n ———————————-
\nproceeds (net of any costs incurred by Tenant in subletting to subtenant) in
\nexcess of Base Rent and Tenant’s Share of Additional Operating Costs which is
\nreceived by Tenant pursuant to an assignment or subletting consented to by
\nLandlord shall be remitted to Landlord as extra Rent within ten (10) days of
\nreceipt by Tenant net of any costs Tenant incurs in subletting space. For
\npurposes of this Paragraph, all money or value in whatever form received by
\nTenant from or on account of any party as consideration for an assignment or
\nsubletting shall be deemed to be proceeds received by Tenant pursuant to an
\nassignment or subletting.<\/p>\n
6.5 Estoppel Certificate. From time to time and within ten (10) days
\n ——————–
\nafter request by Landlord, Tenant shall execute and deliver a certificate to any
\nproposed lender or purchaser, or to Landlord, certifying, with any appropriate
\nexceptions, (a) that this Lease is in full force and effect without modification
\nexcept<\/p>\n
-36-<\/p>\n
as noted, (b) the amount, if any, of Prepaid Rent and Deposit paid by Tenant to
\nLandlord (and not returned to Tenant), (c) the nature and kind of concessions,
\nrental or otherwise, if any, which Tenant has received or is entitled to
\nreceive, (d) that Landlord has performed all of its obligations due to be
\nperformed under this Lease and that there are no defenses, counterclaims,
\ndeductions or offsets outstanding or other excuses for Tenant’s performance
\nunder this Lease as of such date, and (e) any other fact reasonably requested by
\nLandlord or such proposed lender or purchaser. Should Tenant fail to deliver
\nsuch estoppel certificate within such ten (10)-day period, then (i) the truth of
\nthe statements in the document submitted to Tenant for execution shall be
\nconclusively presumed, and (ii) Landlord shall have the right, at its option, to
\nimmediately declare an Event of Default and pursue all remedies provided under
\nSubparagraph 11.2 below.<\/p>\n
6.6 Brokerage Commissions. Each of Tenant and Landlord represents to the
\n ———————
\nother that no broker or agent other than CB Commercial was instrumental in
\nprocuring or negotiating or consummating this Lease, and each party agrees to
\ndefend and indemnify the other party against any loss, expense or liability
\nincurred by the other party as a result of a claim by any broker or finder
\nclaiming representation of the indemnifying party in connection with this Lease
\nor its negotiation.<\/p>\n
7. LANDLORD’S RESERVED RIGHTS.
\n ————————– <\/p>\n
7.1 Additional Rights Reserved to Landlord. Without notice and without
\n ————————————–
\nliability to Tenant, or without effecting an eviction or disturbance of Tenant’s
\nuse or possession, Landlord shall have the right to (a) grant utility easements
\nor other easements in, or<\/p>\n
-37-<\/p>\n
replant, subdivide or make other changes in the legal status of the land
\nunderlying the Leased Premises, the Building or the Project as Landlord shall
\ndeem appropriate in its sole discretion; provided such changes do not materially
\ninterfere with Tenant’s use of the Leased Premises for the Permitted Purpose;
\n(b) enter the Leased Premises at reasonable times following twenty-four (24)
\nhours’ prior notice to Tenant (or such shorter period as is reasonable under the
\ncircumstances, giving Tenant sufficient opportunity to arrange for a
\nrepresentative of Tenant to accompany Landlord), and at any time in the event of
\nan emergency, to inspect, alter or repair the Leased Premises or the Building
\nand to perform any acts related to the safety, protection, reletting, sale or
\nimprovement of the Leased Premises or the Building; (c) add to or take away from
\nthe Project any building or portion thereof, in which event Total Square Footage
\nof the Building shall be adjusted accordingly; (d) install and maintain signs on
\nand in the Building and the Project; and (e) make such rules and regulations as,
\nin the reasonable judgment of Landlord, may be needed from time to time for the
\nsafety of the tenants, the care and cleanliness of the Leased Premises, the
\nBuilding and the Project and the preservation of good order therein.<\/p>\n
8. CASUALTY AND UNTENANTABILITY.
\n —————————- <\/p>\n
8.1 Destruction Due To Risk Covered By Insurance. If the Leased Premises
\n ——————————————–
\nare made wholly or partially untenantable by a risk covered by insurance, and
\nthe Leased Premises can, in the reasonable judgment of Landlord, be restored
\nwithin two hundred forty (240) days after the date of destruction, Landlord
\nshall restore the Leased Premises to substantially the same condition as<\/p>\n
-38-<\/p>\n
they were prior to the destruction; provided that Tenant shall assign to
\nLandlord all insurance proceeds applicable to personal property and\/or
\nimprovements for which Landlord shall have such restoration responsibility.<\/p>\n
8.2 Destruction Due To Risk Not Covered By Insurance. If the Leased
\n ————————————————
\nPremises are made partially (meaning for purposes of this Subparagraph 8.2, at
\nleast ten percent (10%) of the replacement cost of the Building, as determined
\nby Landlord in its reasonable discretion) or wholly untenantable by a risk not
\ncovered by insurance, Landlord shall have the election to either restore the
\nLeased Premises or terminate this Lease, effective as of the date of such
\ndestruction. Such termination shall be made by Landlord’s delivery to Tenant,
\nwithin sixty (60) days following the destruction, of notice of Landlord’s
\nelection to so terminate. Should Landlord elect to restore the Leased Premises,
\nTenant shall assign to Landlord all insurance proceeds, if any, covering
\nTenant’s tenant improvements and personal property carried by Tenant under
\nSubparagraph 6.2.1 above, to the extent that Landlord shall be undertaking
\nrestoration of the same. Tenant waives the provisions of Section 1932 of the
\nCivil Code of the State of California and any other statute or law permitting
\nTenant to terminate this Lease in the event of casualty to the Leased Premises.
\nIn the event of a damage or destruction as to which the Leased Premises are not
\npartially or wholly untenantable – that is, the damage is less than ten percent
\n(10%) of the replacement cost of the Building – then Landlord shall be obligated
\nto restore the Leased Premises. In any event that Landlord undertakes
\nrestoration under this Subparagraph 8.2, whether by election or by requirement<\/p>\n
-39-<\/p>\n
hereunder, then Tenant shall be responsible for payment of one hundred percent
\n(100%) of all costs incurred by Landlord in connection with such restoration
\n(including, without limitation, all financing costs), until such time as the
\namount incurred by Landlord is equal to ten percent (10%) of the replacement
\ncost of the Building, after which Landlord shall be responsible for payment of
\nall additional costs. All such amounts payable by Tenant shall be amortized by
\nLandlord and reimbursed by Tenant to Landlord over the shorter of (i) the useful
\nlife of such restored improvements, or (ii) the remainder of the Lease Term or
\nRenewal Term then in effect.<\/p>\n
8.3 Termination by Tenant. If the Landlord does not terminate this Lease
\n ———————
\nas provided above, and Landlord fails within two hundred forty (240) days from
\nthe date of such casualty, to restore the damaged areas, thereby eliminating
\nsubstantial interference with Tenant’s use and occupancy of the Leased Premises,
\nTenant may notify Landlord of its intention to terminate this Lease, and Tenant
\nshall have the right to so terminate as of the end of the aforementioned two
\nhundred forty (240) day period.<\/p>\n
8.4 Rent; Prorations. In the event of termination of this Lease pursuant
\n —————-
\nto the immediately preceding Paragraph, Rent shall be prorated on a per diem
\nbasis and paid to the date of the casualty, unless the Leased Premises shall be
\ntenantable, in which case Rent shall be payable to the date of the Lease
\ntermination and if only partly tenantable, Tenant shall receive abatement to the
\nextent that portion is untenantable, commencing on the date of the casualty. If
\nthe Leased Premises are wholly untenantable and this Lease is not terminated,
\nRent shall abate on a per diem basis from<\/p>\n
-40-<\/p>\n
the date of the casualty until the Leased Premises are ready for occupancy by
\nTenant. If part of the Leased Premises are untenantable, and this Lease is not
\nterminated, then as of the date of the casualty, Rent shall be prorated on a per
\ndiem basis and partially abated in accordance with the part of the Leased
\nPremises which is usable by Tenant until the damaged part is ready for Tenant’s
\noccupancy. Notwithstanding the foregoing, if any damage was proximately caused
\nby an act or omission of Tenant, its employees, agents, contractors, licensees
\nor invitees, then, in such event, Tenant agrees that (i) Rent shall not abate or
\nbe diminished during the term of this Lease; (ii) Tenant shall have no right to
\nterminate this Lease in any case; and (iii) Tenant shall reimburse Landlord the
\nfull cost of any repair and restoration, such sums to be Additional Rent
\nhereunder. Furthermore, in no case shall Landlord have any obligation to repair
\nand\/or restore any improvements, alterations or additions made by or on behalf
\nof Tenant which are not improvements paid for by Landlord pursuant to any work
\nletter agreement entered into by the parties pursuant to this Lease.<\/p>\n
8.5 Damage Near The End of The Lease Term. Notwithstanding anything to
\n ————————————-
\nthe contrary, Landlord shall have no obligation to undertake any restoration
\n(i)during the next to last year of the Lease Term or any Renewal Term, as to any
\ndestruction, the cost of restoration of which is greater than twenty percent
\n(20%) of the value of the Leased Premises; or (ii) during the last year of the
\nLease Term, as to any destruction, regardless of the cost of restoration, unless
\nand until Tenant has agreed to extend the Lease<\/p>\n
-41-<\/p>\n
Term or Renewal Tterm then in effect, for an additional period of three (3)
\nyears, on terms reasonably acceptable to both parties.<\/p>\n
9. CONDEMNATION.
\n ———— <\/p>\n
9.1 Rent Abatement. If all or any part of the Leased Premises shall be
\n ————–
\ntaken under power of eminent domain or sold under imminent threat to any public
\nauthority or private entity having such power, this Lease shall terminate as to
\nthe part of the Leased Premises so taken or sold, effective as of the date
\npossession is required to be delivered to such authority. In such event Base
\nRent and Tenant’s Share of Additional Operating Costs shall abate in the ratio
\nthat the portion of Tenant’s Square Footage taken or sold bears to Tenant’s
\nSquare Footage.<\/p>\n
9.2 Lease Termination. If a partial taking or sale of the Leased
\n —————–
\nPremises, the Building or the Project (a) substantially reduces the Tenant’s
\nSquare Footage, resulting in an inability of Tenant to reasonably use the Leased
\nPremises for the Permitted Purpose, or (b) renders the Building or the Project
\ncommercially unviable to Landlord, in Landlord’s sole opinion, either Tenant in
\nthe case of (a), or Landlord in the case of (b), may terminate this Lease by
\nnotice to the other party within thirty (30) days after the terminating party
\nreceives written notice of the portion to be taken or sold. Such termination
\nshall be effective one hundred eighty (180) days after notice thereof, or when
\nthe portion is taken or sold, whichever is sooner. All condemnation awards and
\nsimilar payments shall be paid and belong to Landlord, except for any amounts
\nawarded or paid specifically to Tenant by the acquiring agency for removal and
\nreinstallation of Tenant’s trade fixtures and personal property, Tenant’s moving
\ncosts or Tenant’s goodwill.<\/p>\n
-42-<\/p>\n
10. INDEMNITY, SUBROGATION AND WAIVER.
\n ——————————— <\/p>\n
10.1 Indemnity. Tenant agrees to defend, indemnify and save harmless
\n ———
\nLandlord against and from any and all claims, demands, actions, damages,
\nliability and expense in connection with or for loss of or damage to property or
\ninjury or death to any person from any cause whatsoever while in, upon or about
\nthe Leased Premises, or from any such claim, demand or the like arising from or
\nout of any occurrence in, upon or at the Leased Premises, by or on behalf of any
\nperson, firm or corporation arising from Tenant’s use of the Leased Premises or
\nthe conduct of its business or from any activity, work, or thing done, permitted
\nor suffered by Tenant, in or about the Leased Premises, and Tenant shall further
\ndefend, indemnify and save Landlord harmless against and from any and all claims
\narising from any breach or default on Tenant’s part in the performance of any
\ncovenant or agreement on Tenant’s part to be performed, pursuant to the terms of
\nthis Lease, or arising from any act or negligence of Tenant, or any of its
\nagents, contractors, servants, employees or licensees, and from and against all
\ncosts, attorneys’ fees, expenses and liabilities incurred in or arising from any
\nsuch claim or action or proceeding brought thereon; and in case any action or
\nproceeding is brought against Landlord by reason of any such claim, Tenant upon
\nnotice from Landlord covenants to resist or defend at Tenant’s expense such
\naction or proceeding by counsel reasonably satisfactory to Landlord. Tenant, as
\na material part of the consideration to Landlord, hereby assumes all risk of
\ndamage to property in, upon or about the Leased Premises, the Building or the
\nProject from any source and to whomever belonging, and Tenant hereby waives all
\nclaims in respect thereof against<\/p>\n
-43-<\/p>\n
Landlord, except to the extent such damage is caused by Landlord’s gross
\nnegligence or willful misconduct. The foregoing waiver shall inure only to the
\nbenefit of Landlord and its agents, and the exception to such waiver for
\nLandlord’s gross negligence or willful misconduct shall inure only to the
\nbenefit of Tenant and its agents and to no other party.<\/p>\n
10.2 Waiver of Subrogation. Tenant and Landlord release each other and
\n ———————
\nwaive any right of recovery against each other for any claims for loss or damage
\nto any person or the Leased Premises, which occurs on or about the Leased
\nPremises, the Building or the Project, whether due to the negligence of either
\nparty, their agents, employees, officers, contractors, licensees, invitees or
\notherwise, if such loss or damage is insured against under insurance policy
\ncarried by the releasing party and in force at the time of such loss or damage,
\nand to the extent of the proceeds received from such policy. Tenant and
\nLandlord agree that all liability and extended casualty policies of insurance
\nobtained by either of them in connection with the Leased Premises shall contain
\nappropriate waiver of subrogation clauses. The provisions of this Subparagraph
\n10.2 shall survive the expiration or termination of this Lease with respect to
\nany claims or liability arising from events occurring prior to such expiration.<\/p>\n
10.3 Limitation of Landlord’s Liability. The obligations of Landlord
\n ———————————-
\nunder this Lease do not constitute personal obligations of the individual
\npartners, shareholders, directors, officers, employees, or agents of Landlord,
\nand Tenant shall look solely to Landlord’s interest in the Leased Premises and
\nto no other assets of Landlord, for satisfaction of any liability in respect of
\nthis<\/p>\n
-44-<\/p>\n
Lease. Tenant will not seek recourse against the individual partners,
\nshareholders, directors, officers, employees or agents of Landlord or any of
\ntheir personal assets for such satisfaction. Notwithstanding any other
\nprovisions contained herein, Landlord shall not be liable to Tenant, its
\ncontractors, agents or employees for any consequential damages or damages for
\nloss of profits, except and only to the extent of any amounts recovered by
\nLandlord from third parties which is directly attributed to and designated as
\ncompensation for such consequential damages or lost profits of Tenant, which
\namounts shall also be limited to Landlord’s interest in the Leased Premises.<\/p>\n
11. TENANT’S DEFAULT AND LANDLORD’S REMEDIES.
\n —————————————- <\/p>\n
11.1 Tenant’s Default. It shall be an “Event of Default” if Tenant shall
\n —————-
\n(a) fail to pay any monthly installment of Base Rent or of Tenant’s Share of
\nAdditional Operating Costs, or any other sum payable by Tenant to Landlord
\nhereunder, on or before the third (3rd) business day following the effective
\ndate of written notice from Landlord to Tenant that any such monthly installment
\nof Base Rent or of Tenant’s Share of Additional Operating Costs, or any other
\nsum has not been received when due; (b) violate or fail to perform any of the
\nother conditions, covenants or agreements herein made by Tenant, and such
\nviolation or failure shall continue for thirty (30) days after written notice
\nthereof to Tenant by Landlord except that if within the thirty (30) day period
\nTenant commences and thereafter proceeds diligently to remedy the violation or
\nfailure, Tenant shall not be in default hereunder; provided, however, that in no
\nevent shall such remedy extend beyond sixty (60) days from the effective date of
\nsuch notice from Landlord to<\/p>\n
-45-<\/p>\n
Tenant of such violation or failure; (c) make a general assignment for the
\nbenefit of its creditors or file a petition for bankruptcy or other
\nreorganization, liquidation, dissolution or similar relief; (d) have a
\nproceeding filed against Tenant seeking any relief mentioned in (c) above which
\nis not discharged within ninety (90) days thereafter; (e) have a trustee,
\nreceiver or liquidator appointed for Tenant or a substantial part of its
\nproperty; (f) abandon or vacate the Leased Premises for more than six (6)
\nconsecutive months; or (g) default under any other space lease within the
\nBuilding or Project.<\/p>\n
11.2 Remedies on Default. Landlord shall have the following remedies if
\n ——————-
\nTenant commits an Event of Default. These remedies are not exclusive; they are
\ncumulative in addition to any remedies now or later allowed by law.<\/p>\n
11.2.1 Continue Lease. Landlord may continue this Lease in full
\n ————–
\nforce and effect. In such case, the Lease will continue in effect so long as
\nLandlord does not terminate Tenant’s right to possession, and Landlord shall
\nhave the right to collect Rent when due. During the period Tenant is in
\nDefault, Landlord can enter the Leased Premises and relet them, or any part of
\nthem, to third parties for Tenant’s account. Tenant shall be liable immediately
\nto Landlord for all costs Landlord incurs in reletting the Leased Premises
\nincluding, without limitation, broker’s commissions, expenses of remodeling the
\nLeased Premises required by the reletting, and like costs. Reletting can be for
\na period shorter or longer than the remaining term of this Lease. Tenant shall
\npay to Landlord the Rent due under this Lease on the date the Rent is due, less
\nthe Rent Landlord receives from any reletting.<\/p>\n
-46-<\/p>\n
No act by Landlord allowed by this Paragraph shall terminate this Lease unless
\nLandlord notifies Tenant that Landlord elects to terminate this Lease. After
\nTenant’s Default and for as long as Landlord does not terminate Tenant’s right
\nto possession of the Leased Premises, if Tenant obtains Landlord’s consent
\nTenant shall have the right to assign or sublet its interest in this Lease, but
\nTenant shall not be released from liability.<\/p>\n
11.2.2 Terminate Lease. Landlord can terminate Tenant’s right to
\n —————
\npossession of the Leased Premises at any time. No act by Landlord other than
\ngiving notice to Tenant shall terminate this Lease. Acts of maintenance,
\nefforts to relet the Leased Premises or the appointment of a receiver on
\nLandlord’s initiative to protect Landlord’s interest under this Lease shall not
\nconstitute a termination of Tenant’s right to possession. On termination,
\nLandlord has the right to recover from Tenant:<\/p>\n
(a) The worth, at the time of the award, of the unpaid
\nRent that had been earned at the time of termination of this Lease;<\/p>\n
(b) The worth, at the time of the award, of the amount
\nby which the unpaid Rent that would have been earned after the date of
\ntermination of this Lease until the time of the award exceeds the amount of the
\nloss of Rent that Tenant proves could have been reasonably avoided;<\/p>\n
(c) The worth, at the time of the award, of the amount
\nby which the unpaid Rent for the balance of the term after the time of the award
\nexceeds the amount of the loss of Rent that Tenant proves could have been
\nreasonably avoided;<\/p>\n
-47-<\/p>\n
(d) Any other amount, and court costs, necessary to
\ncompensate Landlord for all detriment proximately caused by Tenant’s Default,
\nincluding, without limitation, any unamortized brokerage commissions
\nattributable to this Lease, or any unamortized costs of tenant improvements as
\nset forth on Schedule 5 attached hereto.<\/p>\n
“The worth, at the time of the award,” as used in Subparagraph (a) and
\n(b) of this Subparagraph 11.2.2 is to be computed by allowing interest at the
\nmaximum rate allowed by applicable usury law at that time. “The worth, at the
\ntime of the award,” as referred to in Subparagraph (c) of this Subparagraph
\n11.2.2 is to be computed by discounting the amount at the discount rate of the
\nFederal Reserve Bank of San Francisco at the time of the award, plus one percent
\n(1%).<\/p>\n
11.2.3 Receiver. Landlord shall have the right to have a
\n ——–
\nreceiver appointed to collect Rent. Neither the filing of a petition for the
\nappointment of a receiver nor the appointment itself shall constitute an
\nelection by Landlord to terminate this Lease.<\/p>\n
11.2.4 Cost of Reletting Premises. In the event of Tenant’s
\n ————————–
\nDefault and Landlord’s reentering of the Premises, Tenant agrees to pay to
\nLandlord, as an additional item of damages, the cost of repairs, alterations,
\nredecorating (according to standards commensurate with those contemplated by
\nthis Lease), lease commissions and Landlord’s other expenses incurred in
\nreletting the Leased Premises to a new tenant, but not to be duplicative of
\ncosts previously incurred by Landlord in connection with this Lease and fully
\namortized during the Term hereof.<\/p>\n
-48-<\/p>\n
11.2.5 Waiver. Tenant hereby waives any right of redemption or
\n ——
\nrelief from forfeiture under California Code of Civil Procedure Sections 1174 or
\n1179, or under any other present or future law, if Tenant is evicted or Landlord
\ntakes possession of the Leased Premises by reason of any Default by Tenant
\nhereunder.<\/p>\n
12. TERMINATION.
\n ———– <\/p>\n
12.1 Surrender of Leased Premises. On expiration of this Lease, if no
\n —————————-
\nEvent of Default exists, Tenant shall surrender the Leased Premises in the same
\ncondition as when the Lease Term commenced, ordinary wear and tear excepted.
\nExcept for furnishings, trade fixtures and other personal property installed at
\nTenant’s expense, all alterations, additions or improvements, whether temporary
\nor permanent in character, made in or upon the Leased Premises, either by
\nLandlord or Tenant, shall be Landlord’s property and at the expiration or
\nearlier termination of the Lease or any Renewal Term shall remain on the Leased
\nPremises without compensation to Tenant; provided that, if Landlord requests in
\nwriting at the time permission is given for the alteration, addition or
\nimprovement, Tenant shall, at its expense and without delay, remove any
\nalterations, additions or improvements, that are made to the Leased Premises by
\nTenant and designated by Landlord to be removed, and repair any damage to the
\nLeased Premises or the Building caused by such removal. If Tenant fails to
\nrepair the Leased Premises, Landlord may complete such repairs and Tenant shall
\nreimburse Landlord for such repair and restoration. If Tenant fails to remove
\nsuch property as required under this Lease, Landlord may dispose of such
\nproperty in its sole discretion<\/p>\n
-49-<\/p>\n
without any liability to Tenant, and further may charge the cost of any such
\ndisposition to Tenant.<\/p>\n
12.2 Hold Over Tenancy. If Tenant shall hold over after the Lease
\n —————–
\nExpiration Date or at the end of any Renewal Term, Tenant shall be deemed, at
\nLandlord’s option, to occupy the Leased Premises as a tenant from month to
\nmonth, which tenancy may be terminated by one (1) month’s written notice.
\nDuring such tenancy, Tenant agrees to pay Landlord, monthly in advance, an
\namount equal to one hundred twenty-five percent (125%) of all Rent which would
\nbecome due (based on Base Rent and Tenant’s Share of Additional Operating Costs
\npayable for the last month of the Lease Term or Renewal Term as applicable,
\ntogether with all other amounts payable by Tenant to Landlord under this Lease),
\nand to be bound by all of the terms, covenants and conditions herein specified.
\nIf Landlord relets the Leased Premises or any portion thereof to a new tenant
\nand the term of such new lease commences during the period for which Tenant
\nholds over, Landlord shall be entitled to recover from Tenant all costs and
\nexpenses, reasonable attorneys’ fees, post-judgment collection costs, damages
\n(including any reasonable relocation costs or other damages occasioned to such
\nnew tenant and asserted against Landlord) and loss of profits incurred by
\nLandlord as a result of Tenant’s failure to deliver possession of the Leased
\nPremises to Landlord when required under this Lease, together with any other
\nremedies provided to Landlord hereunder. If Tenant is holding over with
\nLandlord’s consent, then Landlord shall give Tenant sixty (60) days’ prior
\nwritten notice of Landlord’s intention to terminate such permissible holdover,
\nand the foregoing costs and damages recoverable by Landlord for Tenant’s failure
\nto<\/p>\n
-50-<\/p>\n
timely vacate, shall commence on the date specified in such sixty (60) day
\nnotice.<\/p>\n
13. MISCELLANEOUS.
\n ————- <\/p>\n
13.1 Quiet Enjoyment. Subject to the rights of Landlord to enter into
\n —————
\nthe Leased Premises as provided in Subparagraph 7.1 hereof, if and so long as
\nTenant pays all Rent and timely keeps and performs each and every term, covenant
\nand condition herein contained on the part of Tenant to be kept and performed,
\nTenant shall quietly enjoy the Leased Premises without hindrance by Landlord.<\/p>\n
13.2 Accord and Satisfaction. No receipt and retention by Landlord of
\n ———————–
\nany payment tendered by Tenant in connection with this Lease shall constitute an
\naccord and satisfaction, or a compromise or other settlement, notwithstanding
\nany accompanying statement, instruction or other assertion to the contrary
\nunless Landlord expressly agrees to an accord and satisfaction, or a compromise
\nor other settlement, in a separate writing duly executed by Landlord. Landlord
\nwill be entitled to treat any such payments as being received on account of any
\nitem or items of Rent, interest, expense or damage due in connection herewith,
\nin such amounts and in such order as Landlord may reasonably determine, at its
\nsole option.<\/p>\n
13.3 Severability. The parties intend this Lease to be legally valid and
\n ————
\nenforceable in accordance with all of its terms to the fullest extent permitted
\nby law. If any term hereof shall be stricken from this Lease to the extent
\nunenforceable, the same shall be as if it never had been contained herein. Such
\ninvalidity or unenforceability shall not extend to any other term of this Lease,
\nand the remaining terms hereof shall continue in effect to<\/p>\n
-51-<\/p>\n
the fullest extent permitted by law, the same as if such stricken term never had
\nbeen contained herein.<\/p>\n
13.4 Subordination and Attornment. Tenant agrees, upon request of
\n ——————————
\nLandlord, to subordinate this Lease and Tenant’s rights hereunder to the lien of
\nany mortgage, deed of trust or other encumbrance, together with any conditions,
\nrenewals, extensions or replacements thereof (“Superior Instruments”), now or
\nhereafter placed, charged or enforced against any interest of Landlord in this
\nLease, in the leasehold estate thereby created or in the Leased Premises or the
\nBuilding or the Project, together with any improvements included therein. If
\nrequested in writing by Landlord or any mortgagee, beneficiary or ground lessor
\nof Landlord, Tenant agrees to execute a subordination agreement required to
\neffect the provisions of this Paragraph; provided such party acquires and
\naccepts the Leased Premises subject to this Lease and that, so long as Tenant is
\nnot in default under this Lease, the rights of Tenant hereunder shall not be
\ndisturbed by reason of the terms of such Superior Instrument, and that such
\nparty executes a written non-disturbance agreement to such effect. If Tenant
\nfails to execute and deliver any such documents or instruments within ten (10)
\nbusiness days following request therefor by Landlord, Tenant irrevocably
\nconstitutes and appoints Landlord as Tenant’s special attorney-in-fact to
\nexecute and deliver any such documents or instruments.<\/p>\n
In the event of any transfer in lieu of foreclosure or termination of
\na lease in which Landlord is lessee or the foreclosure of any Superior
\nInstrument, or sale of the Property pursuant to any Superior Instrument, Tenant
\nshall attorn to such<\/p>\n
-52-<\/p>\n
purchaser, transferee or lessor and recognize such party as landlord under this
\nLease. The agreement of Tenant to attorn contained in the immediately preceding
\nsentence shall survive any such foreclosure sale, termination of Landlord’s
\ninterest, or transfer.<\/p>\n
13.5 Applicable Law\/Construction. This Lease shall be construed
\n —————————
\naccording to the laws of the State of California and the provisions hereof shall
\nbe construed in accordance with their fair meaning. Each of the parties has
\nagreed to the use of the particular language hereof (and in all attached
\nSchedules), and any questions of doubtful interpretation shall not be resolved
\nsolely by any rule or interpretation providing for interpretation against the
\nparty who causes the uncertainty to exist or against the draftsman. The subject
\ncaptions have been inserted for convenience only and shall not be used to alter
\nor interpret the content of this Lease.<\/p>\n
13.6 Binding Effect. The covenants, conditions, warranties and
\n ————–
\nagreements contained in this Lease shall be binding upon and inure to the
\nbenefit of the parties and their respective successors and permitted assigns.<\/p>\n
13.7 Time. Time is of the essence of this Lease.
\n —- <\/p>\n
13.8 Entire Agreement. This Lease and the schedules attached set forth
\n —————-
\nall the covenants, promises, agreements, representations, conditions, statements
\nand understandings between Landlord and Tenant concerning the Leased Premises,
\nthe Building and the Project, and there are no representations, either oral or
\nwritten between the parties other than those in this Lease. This Lease shall
\nnot be amended or modified except in a writing signed<\/p>\n
-53-<\/p>\n
by both parties. Failure to exercise any right in one or more instance shall
\nnot be construed as a waiver of the right to strict performance or as an
\namendment to or modification of this Lease.<\/p>\n
13.9 Notices. All notices pursuant to this Lease shall be in writing and
\n ——-
\nshall be effective on the earlier to occur of actual receipt or if mailed, three
\n(3) days after posting at a United States Post Office, when mailed by certified
\nmail or overnight mail, delivered (a) to Landlord or Tenant at the address
\ndesignated in Subparagraph 1.1 with a copy to the Managing Agent, or (b) to such
\nother address as may hereafter be designated by either party by written notice.<\/p>\n
13.10 Force Majeure. Except as otherwise provided in this Lease, the
\n ————-
\nobligations of Tenant to pay Rent and perform all of the terms, covenants and
\nconditions on the part of Tenant to be performed hereunder shall in no way be
\naffected, impaired or excused because Landlord, due to Unavoidable Delay (as
\ndefined below), (a) is unable to fulfill any of its obligations under this
\nLease, or (b) is delayed in providing any service, equipment or fixtures
\nexpressly or impliedly to be provided, or (c) is unable to make or is delayed in
\nmaking any repairs, replacements, additions, alterations or decorations.
\nLandlord shall in each instance exercise reasonable diligence to effect
\nperformance when and as soon as possible. Landlord, however, shall not be
\nobligated to pay overtime labor rates.<\/p>\n
“Unavoidable delay” shall mean any and all delay beyond Landlord’s
\nreasonable control, including without limitation, delays caused by Tenant;
\ngovernmental restrictions, regulations, controls, preemptions or delays;
\norders of civil, military or<\/p>\n
-54-<\/p>\n
naval authorities; strikes, labor disputes, lock-outs, shortages of labor or
\nmaterials or reasonable substitutes therefor;<\/p>\n
Acts of God; fire, earthquake, floods, explosions or other casualties; extreme
\nweather conditions or other actions of the elements; enemy action, civil
\ncommotion, riot or insurrection.<\/p>\n
13.11 Attorneys’ Fees; Prejudgment Interest. If the services of an
\n ————————————-
\nattorney are required by any party to secure the performance hereof or otherwise
\nupon the breach or Default of another party to this Lease, or if any judicial
\nremedy or arbitration is necessary to enforce or interpret any provision of this
\nLease, the prevailing party shall be entitled to reasonable attorneys’ fees,
\ncosts, expert witnesses fees, post-judgment collection costs, and other
\nexpenses, in addition to any other relief to which such party may be entitled.
\nAny award of damages following judicial remedy or arbitration as a result of the
\nbreach of this Lease or any of its provisions shall include an award of
\nprejudgment interest from the date of the breach at the maximum amount of
\ninterest allowed by law.<\/p>\n
13.12 Authority. Tenant warrants and represents that it has full
\n ———
\nauthority to enter into this Lease; that this Lease constitutes a binding
\nobligation on behalf of Tenant, and that the individual signing on behalf of
\nTenant is duly authorized to bind Tenant hereto.<\/p>\n
13.13 Hazardous Materials.
\n ——————- <\/p>\n
13.13.1 Landlord’s Representations and Warranties. Landlord
\n —————————————–
\nhereby warrants and represents to Tenant that Landlord has no knowledge of the
\npresence within the Leased Premises, the Building, or the Project, of any
\nasbestos, polychlorinated<\/p>\n
-55-<\/p>\n
biphenyls or other hazardous substances. (As used in this Section 13.13, the
\nterm “hazardous substances” shall mean those substances included within the
\ndefinition of “hazardous substances,” “hazardous materials,” “toxic substances”
\nor “solid waste” under applicable local, state or federal law (the
\n“Environmental Laws”) or which are now regulated under the Environmental Laws,
\nincluding, without limitation, asbestos. Landlord hereby agrees to indemnify and
\nhold Tenant harmless from and against any claims, demands, actions, liabilities
\nand expenses incurred by Tenant as a direct result of Landlord’s willful breach
\nof the foregoing representation and warranty.<\/p>\n
13.13.2 Hazardous Substances Prohibited. Landlord and Tenant (in
\n ——————————-
\naddition to the provisions of Subparagraph 6.1.3 above) each agrees that it
\nshall not, under any circumstances, cause or permit any hazardous substance to
\nbe used, released, discharged, disposed of, handled, possessed or stored within
\nthe Building, or any part or parts thereof, on the Project. The foregoing
\ncovenant shall not apply to the use, handling, possession or storage of ordinary
\noffice products such as, for example, “white-out” correction fluid and
\nphotocopier toner (the “Permitted Products”), so long as such products are used,
\nhandled, possessed, stored and disposed of in accordance with Environmental
\nLaws.<\/p>\n
13.13.3 Notice. In the event that either Landlord or Tenant
\n ——
\ndiscovers or is informed that a hazardous substance (other than the Permitted
\nProducts) exists in the Leased Premises, in the Building, or any part or parts
\nthereof or in the Project, it shall immediately notify the other in writing of
\nsuch discovery or information.<\/p>\n
-56-<\/p>\n
13.14 Building Directory. Landlord shall list the Tenant’s name and the
\n ——————
\ndesignated names of the officers and personnel of Tenant on the Building
\ndirectory at Landlord’s sole cost and expense.<\/p>\n
13.15 Parties’ Approvals. Except as otherwise herein expressly provided,
\n ——————
\nwhenever consent or approval of either party is required, that party shall not
\nunreasonably withhold or delay such consent or approval.<\/p>\n
13.16 Deviation From Project Rules and Regulations. Notwithstanding the
\n ——————————————–
\nRules and Regulations attached hereto as Schedule 2, the parties agree as
\nfollows:<\/p>\n
13.16.1 Tenant anticipates that it shall install a special
\nsecurity system for the Leased Premises. The parties shall coordinate the access
\nunder such system and Landlord’s rights hereunder to enter into the Leased
\nPremises in the event of after-hours and\/or emergency access requirements.<\/p>\n
13.16.2 Landlord and Tenant shall address Tenant’s need for
\nspecial electrical systems during the process of approval of the Leasehold
\nImprovements provided by Schedule 5 attached.<\/p>\n
13.16.3 Tenant’s preliminary plans for the Leased Premises include
\nan emergency generator and a diesel storage tank, each of which is hereby
\napproved by Landlord subject to Tenant’s obtaining all necessary governmental
\npermits and approvals, and subject to Landlord’s approval of the final
\nplacement\/location of the same.<\/p>\n
-57-<\/p>\n
SUBMISSION OF THIS INSTRUMENT FOR EXAMINATION OR SIGNATURE BY TENANT
\nDOES NOT CONSTITUTE A RESERVATION OF OR OPTION FOR LEASE, AND IT IS NOT
\nEFFECTIVE AS A LEASE OR OTHERWISE UNTIL EXECUTION AND DELIVERY BY BOTH LANDLORD
\nAND TENANT.<\/p>\n
This Lease is executed as of the 21st day of June, 1996.<\/p>\n
LANDLORD:<\/p>\n
PROSPECT GREEN PARTNERS, a
\n California Joint Venture<\/p>\n
By: L&T PROSPECT PARTNERS, L.P., a
\n California limited partnership,
\n Managing Venturer<\/p>\n
By: LANKFORD & ASSOCIATES, INC.,
\n a Colorado corporation,
\n General Partner<\/p>\n
By: \/s\/ David S. Taylor
\n —————————
\n David S. Taylor,
\n Executive Vice President<\/p>\n
TENANT:<\/p>\n
E*TRADE GROUP, INC.,
\n a California corporation<\/p>\n
By: \/s\/ Kathy Levinson
\n —————————-
\n Kathy Levinson,
\n Senior Vice President<\/p>\n
By: \/s\/ Stephens Richards
\n ——————————–
\n Stephens Richards,
\n Senior Vice President and
\n Chief Financial Office<\/p>\n
Where Tenant is a corporation, this Lease shall be signed by a President or Vice
\nPresident and Secretary or Assistant Secretary of Tenant. Any other signatories
\nshall require a certified corporate resolution.<\/p>\n
-58-<\/p>\n
SCHEDULE 1<\/p>\n
DESCRIPTION OF THE PREMISES AND FLOOR PLAN
\n ——————————————<\/p>\n
The Leased Premises is the entire Building, the floor plans for which
\nare as shown on the drawing attached hereto as a part of Schedule 1; however,
\nfor purposes of calculating Base Rent, the Leased Premises shall initially
\nconsist of the areas shown as Areas 1A, 1B and 2 on the drawing attached hereto,
\nthe Rentable square footage of which shall be calculated as provided in
\nSubparagraph 1.1 of this Lease. The foregoing calculation notwithstanding, the
\ninitial square footage for purposes of determining Base Rent shall be not less
\nthan thirty-five thousand (35,000) Rentable square feet. Effective as of the
\nthirteenth (13th) month of the Lease Term, for purposes of determining Base
\nRent, the Leased Premises shall, whether or not Tenant has built-out all of the
\nBuilding, be deemed to be the entire Rentable square footage of the Building, or
\nseventy thousand sixty-five (70,065) Rentable square feet, which shall be the
\naddition of the areas shown as areas 3 and 4 on the drawing attached hereto as a
\npart of Schedule 1.<\/p>\n
[ARTWORK OF PHASE 1B, PHASE 2, PHASE 3, PHASE 4]<\/p>\n
SCHEDULE 2<\/p>\n
RULES AND REGULATIONS
\n ———————<\/p>\n
Except as otherwise provided in any provision of the Lease, as provided in
\nSubparagraph 1.2, the following Rules and Regulations shall apply:<\/p>\n
1. The sidewalks, entrances, halls, corridors, elevators and stairways of
\nthe Building and Project shall not be obstructed or used as a waiting or
\nlounging place by Tenants, and their agents, servants, employees, invitees,
\nlicensees and visitors.<\/p>\n
2. In case of invasion, riot, public excitement or other commotion,
\nLandlord reserves the right to prevent access to the Building during the
\ncontinuance of same. Landlord shall in no case be liable for damages for the
\nadmission or exclusion of any person to or from the Building.<\/p>\n
3. Tenant shall not alter any lock, or install new or additional locks or
\nbolts on any door without the prior written approval of Landlord. In the event
\nof such alteration or installation approved by Landlord, the Tenant making such
\nalteration shall supply Landlord with a key for any such lock or bolt. Each
\nTenant, upon the expiration or termination of its tenancy, shall deliver to
\nLandlord all keys and access cards in any such Tenant’s possession for all locks
\nand bolts in the Building.<\/p>\n
4. Intentionally Deleted.<\/p>\n
5. No iron safe or other heavy or bulky object shall be delivered to or
\nremoved from the Building, except by experienced safe men, movers or riggers
\napproved in writing by Landlord. There shall not be used in any space, or in
\nthe public halls of the Building, either by Tenant or by jobbers or others, in
\nthe delivery or receipt of merchandise, any hand trucks, except those equipped
\nwith rubber tires.<\/p>\n
6. The walls, partitions, skylights, windows, doors and transoms that
\nreflect or admit light into passageways or into any other part of the Building
\nshall not be covered or obstructed.<\/p>\n
7. The toilet rooms, toilets, urinals, wash bowls and water apparatus
\nshall not be used for any purposes other than for those for which they were
\nconstructed or installed, and no sweepings, rubbish, chemicals, or other
\nunsuitable substances shall be thrown or placed therein. The expense of any
\nbreakage, stoppage or damage resulting from violation(s) of this rule shall be
\nborne by Tenant.<\/p>\n
8. No sign, name, placard, advertisement or notice shall be inscribed,
\npainted or affixed by Tenant on any part of the Building or Project without the
\nprior written approval of Landlord. All signs or letterings on doors, or
\notherwise approved by Landlord shall be inscribed, painted or affixed at the
\nsole cost and expense of the Tenant, by a person approved by Landlord.<\/p>\n
2-1<\/p>\n
9. No signalling, telegraphic or telephonic instruments or devices, or
\nother wires, instruments or devices, shall be installed without the prior
\nwritten approval of Landlord. Such installations, and the boring or cutting for
\nwires, shall be made at the sole cost and expense of the Tenant and under
\ncontrol and direction of Landlord. Landlord retains, in all cases, the right to
\nrequire (i) the installation and use of such electrical protecting devices that
\nprevent the transmission of excessive currents of electricity into or through
\nthe Building, (ii) the changing of wires and of their installation and
\narrangement underground or otherwise as Landlord may direct, and (iii)
\ncompliance on the part of all using or seeking access to such wires with such
\nrules as Landlord may establish relating thereto. All such wires must be
\nclearly tagged at the distribution boards and junction boxes and elsewhere in
\nthe Building, with the purpose for which said wires are used, and the name of
\nthe company operating same.<\/p>\n
10. Tenant, their agents, servants or employees, shall not (a) go on the
\nroof of the Building, (b) use any additional method of heating or air
\nconditioning in the Leased Premises, (c) bring in or keep in or about the Leased
\nPremises any vehicles or animals of any kind, (e) install any radio or
\ntelevision antenna or any other devise or item on the roof, exterior walls,
\nwindows or window sills of the Building (except in connection with the Tenant
\nImprovements approved by Landlord), (f) place objects against glass partitions,
\ndoors or windows which would be unsightly from the exterior of the Building, (g)
\nuse any Leased Premises: (1) for lodging or sleeping, (2) for a kitchen an\/or
\ncooking area, except in compliance with all applicable law and all insurance
\npolicies applicable to the Leased Premises), (3) for any manufacturing, storage
\nor sale of merchandise or property of any kind; and (h) cause or permit unusual
\nor objectionable odor to be produced or permeate from the Leased Premises,
\nincluding, without limitation, duplicating or printing equipment fumes. Tenant,
\nits agents, servants and employees, invitees, licensees, or visitors shall not
\npermit the operation of any musical or sound producing instruments or device
\nwhich may be heard outside the Leased Premises, Building or garage facility, or
\nwhich may emit electrical waves which will impair radio or television broadcast
\nor reception from or into the Building. Landlord acknowledges and agrees that
\nTenant shall be entitled to operate a cafeteria for the use of its employees and
\nbusiness guests.<\/p>\n
11. Tenants shall not store or use in any Leased Premises any (a) other,
\nnaphtha, phosphorous, benzol, gasoline, benzine, petroleum, crude or refined
\nearth or coal oils, flashlight power, kerosene or camphene, (b) any other
\nflammable, combustible, explosive or illuminating fluid, gas or material of any
\nkind, and (c) any other fluid, gas or material of any kind having an offensive
\nodor, without the prior written consent of Landlord.<\/p>\n
12. No canvassing, soliciting, distribution of hand bills or other written
\nmaterial, or peddling shall be permitted in the Building or the Project, and
\nTenants shall reasonably cooperate with Landlord in prevention and elimination
\nof same.<\/p>\n
2-2<\/p>\n
13. Tenant shall give Landlord prompt notice of all accidents to or defects
\nin air conditioning equipment, plumbing, electrical facilities or any part of
\nappurtenances of Leased Premises.<\/p>\n
14. Intentionally Deleted.<\/p>\n
15. No curtains, blinds, shades, screens, awnings or other coverings or
\nprojections of any nature shall be attached to or hung in, or used in connection
\nwith any door, window or wall of the Building without the prior written consent
\nof the Landlord, which consent shall not be unreasonably withheld or delayed.<\/p>\n
16. Landlord shall have the right to prohibit any advertising by Tenant at
\nthe Project which, in Landlord’s opinion, tends to impair the reputation of
\nLandlord or of the Building, or its desirability as an office building for
\nprospective tenants who require the highest standards of integrity and
\nrespectability, and upon written notice from Landlord, Tenant shall refrain from
\nor discontinue such advertising.<\/p>\n
17. Wherever the word “Tenant” occurs, it is understood and agreed that it
\nshall also mean Tenant’s associates, employees, agents and any other person
\nentering the Building or Leased Premises under the express or implied invitation
\nof Tenant. Tenant shall cooperate with Landlord to assure compliance by all
\nsuch parties with rules and regulations.<\/p>\n
18. Landlord reserves the right to make reasonable amendments,
\nmodifications and additions to the rules and regulations heretofore set forth,
\nand to make additional reasonable rules and regulations, as in Landlord’s sole
\njudgement may from time to time be needed for the safety, care, cleanliness and
\npreservation of good order of the Building.<\/p>\n
19. Tenant shall not do anything in the Leased Premises, or bring or keep
\nanything herein, which will in any way increase or tend to increase the risk of
\nfire or rate of insurance, or which shall conflict with the Regulations of the
\nFire Department or the fire laws or with any insurance policy on the Building or
\nany part thereof, or with any rules or ordinances established by Municipal
\nAuthority.<\/p>\n
20. The requirements of Tenant will be attended to only upon application at
\nLandlord’s office. Employees of Landlord shall not perform any work or do
\nanything outside of their regular duties unless under special instruction from
\nLandlord, and no employee will admit any person (Tenant or otherwise) to any
\noffice without specific instructions from Landlord.<\/p>\n
21. Landlord shall have the right, exercisable without notice and without
\nliability to Tenant, to change the name and the street address of the Building
\nwhich the Premises are a part. Landlord will pay for all reasonable costs
\nincurred by Tenant as a result of changing the street address of the Building
\nunless the change is requested by an authorized governmental agency.<\/p>\n
2-3<\/p>\n
22. No Tenant shall obtain for use upon the Leased Premises ice, drinking
\nwater, towel or other similar service or accept barbering or bootblacking
\nservices on the Leased Premises, except from persons authorized by Landlord and
\nat the hours and under regulations fixed by Landlord. Notwithstanding the
\nforegoing, Tenant shall have the right to provide bottled water service of its
\nchoice.<\/p>\n
LANDLORD:<\/p>\n
PROSPECT GREEN PARTNERS, a
\n California Joint Venture<\/p>\n
By: L&T PROSPECT PARTNERS, L.P., a
\n California limited partnership,
\n Managing Venturer<\/p>\n
By: LANKFORD & ASSOCIATES, INC.,
\n a Colorado corporation,
\n General Partner<\/p>\n
By: \/s\/ David S. Taylor
\n —————————
\n David S. Taylor,
\n Executive Vice President
\nWITNESS:<\/p>\n
__________________________<\/p>\n
__________________________<\/p>\n
TENANT:<\/p>\n
E*TRADE GROUP, INC.,
\n a California corporation
\nWITNESS:<\/p>\n
__________________________ By: \/s\/ Kathy Levinson
\n —————————–
\n Kathy Levinson,
\n__________________________ Senior Vice President<\/p>\n
By: \/s\/ Stephen Richards
\n —————————–
\n Stephen Richards,
\n Senior Vice President and
\n Chief Financial Office<\/p>\n
2-4<\/p>\n
SCHEDULE 3<\/p>\n
PROSPECT GREEN BUSINESS PARK COMMON AREA CHARGES
\n ————————————————<\/p>\n
The common area charges for Prospect Green Business Park are comprised of
\nall costs relating to the common green and grove areas (including the
\namphitheater), located in the area shown on the drawing attached hereto as a
\npart of Schedule 3 (the “Common Area”), as follows: landscaping; utilities
\n(including, without limitation, water for irrigation and electricity for outdoor
\nlighting); maintenance, repair and refurbishment of the walkways, sidewalks,
\namphitheater, light fixtures and poles, and misting\/fogging machines and
\napparatuses; rubbish and snow removal; insurance (and deductibles, to the extent
\nutilized), real property taxes and assessments; equipment, tools, materials and
\nsupplies; maintenance, repair and refurbishment of signs and markers; fees
\nimposed by governmental authorities having or asserting jurisdiction;
\nadministrative fees incurred in operation and management of the Common Area;
\nand any other costs incurred in connection with the Common Area.<\/p>\n
Tenant shall be deemed to have accepted as correct Landlord’s annual notice
\nof Common Area charges (given by Landlord in accordance with Section 3.4 of the
\nattached Lease) unless, within ten (10) days following Tenant’s receipt thereof,
\nTenant shall notify Landlord (in accordance with the terms of the attached
\nLease) of Tenant’s desire to conduct an audit of the records supporting such
\nstatement. Thereafter, Landlord and Tenant shall arrange a time, during regular
\nbusiness hours, (within thirty (30) days following Tenant’s said notice to
\nLandlord), at Landlord’s (or Managing Agent’s) office when Tenant may cause an
\nimpartial, reputable certified public accountant (or other impartial
\nprofessional auditor or comparable individual or entity whose expertise includes
\nthe audit contemplated hereby) who is reasonably acceptable to Landlord) to
\naudit the accounts and records supporting the annual statement in question
\n(which shall be restricted to records for Common Area charges, should such
\nstatement include other matters). Such audit shall be restricted (a) to
\nverification that (i) such books and records are being maintained in accordance
\nwith GAAP and (ii) the statements delivered to Tenant were prepared in
\naccordance with the terms of this Lease, and (b) to only the time period covered
\nby such statement (unless a problem is found, and then earlier years can be
\nreviewed as to that problem only). Tenant shall not be entitled to make
\nphotocopies of any account ledgers or back-up documentation. Landlord’s
\nemployees shall cooperate with Tenant in providing books and records for on-
\npremises review; provided that such audit shall not exceed one (1) business day
\nin duration. The cost of such audit shall be borne by Tenant. Tenant shall,
\nduring the pendency of such audit, pay the amounts specified in such statement.
\nTenant hereby covenants to hold in confidence all information obtained from any
\nsuch audit. Should Tenant have any questions or concerns following such audit,
\nthe parties shall meet and confer within a reasonable period of time and attempt
\nto resolve such concerns.<\/p>\n
3-1<\/p>\n
[ARTWORK OF PROSPECT GREEN II]<\/p>\n
SCHEDULE 4<\/p>\n
INTENTIONALLY DELETED
\n ———————<\/p>\n
4-1<\/p>\n
SCHEDULE 5<\/p>\n
PROSPECT GREEN BUSINESS PARK<\/p>\n
Sacramento, California<\/p>\n
Date: June 21, 1996<\/p>\n
WORK LETTER AGREEMENT
\n ———————<\/p>\n
E*TRADE GROUP, INC.
\nFour Embarcadero Center
\n2400 Geng Road
\nPalo Alto, California 94303-3317<\/p>\n
Attention: Mr. Robert Clegg<\/p>\n
Re: Suite 100, 10951 White Rock Road, Rancho Cordova, CA<\/p>\n
Ladies and Gentlemen:<\/p>\n
You (referred to as “Tenant”), and we (referred to as “Landlord”) are
\nexecuting, simultaneously with this Work Letter Agreement, a written lease (the
\n“Lease”) pertaining to the space referred to above (the “Leased Premises”).
\nThis Work Letter Agreement is attached to the Lease as Schedule 5 and made a
\npart hereof.<\/p>\n
To induce Tenant and Landlord, each, to enter into the Lease (which is
\nhereby incorporated by reference to the extent that the provisions of this Work
\nLetter Agreement may apply thereto) and in consideration of the mutual covenants
\nhereinafter contained, Landlord and Tenant mutually agree as follows:<\/p>\n
1. Definitions. The terms defined in this paragraph, for purposes of this
\n ———–
\nWork Letter Agreement, shall have the meanings specified herein, and in addition
\nto the terms defined herein, terms defined in the Lease shall, for the purposes
\nof this Work Letter Agreement, have the meanings specified therein.<\/p>\n
1.1 “Base Tenant Improvements” means the Building Standard and other
\nmutually agreed upon Tenant Improvements (as defined in paragraph 1.2 below)
\nitems set forth in Exhibit I attached which are supplied, installed and finished
\nby Tenant (in accordance with the construction schedule attached hereto as
\nSchedule 5-A), and which shall be paid for by Landlord as provided for in
\nparagraph 2.3 below. Landlord shall be responsible for payment of the maximum
\namount of Twenty-eight and No\/100 Dollars ($28.00) per Useable square foot of
\nTenant’s Square Footage for construction of the Base Tenant Improvements (the
\nTenant Improvement Allowance). For the purposes hereof, Useable square footage
\nshall be determined in accordance with the BOMA method.<\/p>\n
5-1<\/p>\n
1.2 “Building Standard” means the quantity and quality of materials,
\nfinishing and workmanship specified by Tenant and approved by Landlord for the
\nBuilding, as set forth on Exhibit I attached hereto and made a part hereof.<\/p>\n
1.3 “Construction Documents” means the construction drawings, plans
\nand specifications referred to in paragraphs 2.2 and 2.3 below, to be attached.<\/p>\n
1.4 “Extraordinary Tenant Improvements” means any work Tenant requests
\nthat it be permitted to do, or requests Landlord to do in connection with the
\nLeased Premises, the cost of which is in excess of the Tenant Improvement
\nAllowance.<\/p>\n
1.5 “Leasehold Improvements” means the aggregate of Base Tenant
\nImprovements, as contemplated by the Construction Documents, and Extraordinary
\nTenant Improvements, if any.<\/p>\n
1.6 “Substantial Completion” means that the Leasehold Improvements
\nhave been substantially completed according to the Construction Documents,
\nexcept for items which will not materially affect the use of the Leased Premises
\nand which customarily are deemed to be “punchlist work”, as certified by
\nLandlord’s architect.<\/p>\n
2. Construction Documents; Payments.
\n ——————————– <\/p>\n
2.1 Tenant shall prepare and submit to Landlord for its approval a
\npreliminary floor plan for the Leased Premises, a copy of which shall be
\nattached to the Lease as part of Schedule 5-A (the “Preliminary Plan”) in
\naccordance with the Construction Schedule attached as Schedule 5-A. Tenant
\nshall complete the Base Tenant Improvements in accordance with the Building
\nStandard, but Landlord, its agents, contractors and employees shall have the
\nongoing, unfettered right to supervise all work being done by or for the the
\nbenefit of Tenant in the Building. Tenant shall provide Landlord with a written
\nestimate of the cost of completing the Base Tenant Improvements according to the
\nPreliminary Plan (the “Estimate”). The Estimate represents Tenant’s good faith
\nestimate of the cost of completing the Base Tenant Improvements. Landlord shall
\nhave no liability if the Final Cost (as such term is defined in paragraph 2.3
\nbelow) of the Base Tenant Improvements is greater than the Estimate.<\/p>\n
2.2 Tenant shall, within the timeframes set forth on the Construction
\nSchedule attached as Schedule 5-A, cause the Consultants (defined below) to
\nprepare and submit to Landlord for approval or disapproval all drawings, plans
\nand specifications necessary to construct the Leasehold Improvements. The
\nfollowing companies shall prepare the drawings, plans and specifications which
\nare to comprise the Construction Documents:<\/p>\n
Architectural: Columbus Architecture<\/p>\n
Engineering: KPFF Engineering<\/p>\n
5-2<\/p>\n
Electrical: Nutter Electric<\/p>\n
Mechanical: AIRCO Mechanical<\/p>\n
(collectively, the “Consultants”). All such consultants shall be acceptable to
\nLandlord in its reasonable discretion; and (iii) neither Tenant, nor such
\nconsultant shall arrange or conduct any meetings (relevant to the Leased
\nPremises or the Tenant Improvements) with any governmental agencies having
\njurisdiction over the Building without first notifying Landlord, and Landlord
\nshall have the absolute right to participate in all such meetings. The fees and
\nexpenses of the Consultants for preparing the initial drawings, plans and
\nspecifications which are to comprise the Construction Documents shall be
\nincluded in the Final Cost (defined in paragraph 2.3 below) and allocated
\naccordingly between Base Tenant Improvements and Extraordinary Tenant
\nImprovements.<\/p>\n
2.3 Upon Landlord’s approval of the final form of the drawings,
\nplans and specifications in accordance with the timeframes set forth on Schedule
\n5-A attached,, which when approved by Landlord shall constitute the Construction
\nDocuments, Tenant shall cause to be prepared an analysis of the cost of
\nconstruction of the Leasehold Improvements according to the Construction
\nDocuments (the “Final Cost”). An analysis of the cost of Extraordinary Tenant
\nImprovements shall be submitted to Landlord for its approval. That portion of
\nthe Final Cost attributable to the Base Tenant Improvements shall be paid for by
\nLandlord (the “Landlord’s Share”) and that portion of the Final Cost
\nattributable to the construction of the Extraordinary Tenant Improvements shall
\nbe paid for by Tenant (the “Tenant’s Share”). Within ten (10) business days of
\nreceipt of the statement of Final Cost, Landlord shall either approve or
\ndisapprove the portion thereof attributed to Base Tenant Improvements, the sole
\nbasis for disapproval of which shall be as to items representing a change in
\nspecification or a change in cost from the original documents and estimates
\napproved by Landlord. However, if Landlord requires additional information
\nregarding the Final Cost, Tenant shall promptly supply same and Landlord shall
\nhave a reasonable additional time period, not to exceed an additional five (5)
\nbusiness days to approve the Final Cost. If Landlord does not approve the Final
\nCost attributed to the Base Tenant Improvements, it shall promptly notify Tenant
\nthereof; in which case Tenant and Landlord shall use their best efforts to amend
\nthe Construction Documents in a manner satisfactory to each. Tenant acknowledges
\nthat Landlord’s sole obligation is to pay the costs attributable to the
\nconstruction of the Base Tenant Improvements, and Tenant shall pay all other
\ncosts of the construction of the Leasehold Improvements as the Tenant’s Share.
\nIf the Construction Documents require the construction or installation of
\nadditional improvements beyond those regularly provided by Landlord in the core
\nof the building in which the Leased Premises are located (including, without
\nlimitation, extra sprinklers, fire hose cabinets and other safety devices),
\nTenant agrees to pay all costs and expenses arising from the construction and
\ninstallation of such additional improvements. All costs attributable to changes
\nand variations from the Construction Documents (including, without limitation,
\nfees and expenses of the<\/p>\n
5-3<\/p>\n
Consultants and any increased costs of construction) shall be paid by Tenant.
\nNotwithstanding anything herein to the contrary, in no event shall Landlord be
\nobligated to advance any of the Tenant Improvement Allowance until such time as
\nTenant has provided adequate conditional lien waivers or other documentation
\nreasonably requested by Landlord to insure that neither the Building nor the
\nProject is or shall be the subject of a lien claim.<\/p>\n
3. Leasehold Improvements
\n ———————-<\/p>\n
3.1 The following provisions shall apply to the construction of the
\nLeasehold Improvements:<\/p>\n
(a) All work involved in the completion of the Leasehold \\
\nImprovements shall be carried out by Tenant and its agents and contractors under
\nthe supervision of Landlord (which supervision shall be at no cost to Tenant).
\nTenant shall cooperate with Landlord and its agents and contractors to promote
\nthe efficient and expeditious completion of the Leasehold Improvements; and<\/p>\n
\/s\/ \/s\/
\n ———————- ———————-
\n Tenant Landlord<\/p>\n
(b) Tenant agrees to construct the Base Tenant Improvements in
\naccordance with the Construction Documents, and in compliance with all the
\napplicable provisions of this Work Letter Agreement and the Lease, including,
\nthe covenant to keep the Project free from all liens and encumbrances.<\/p>\n
3.2 If Tenant requests any changes in the Leasehold Improvements from
\nthe work as reflected in the Construction Documents, each such change must
\nreceive the prior written approval of Landlord, and Tenant shall bear the cost
\nresulting from such changes.<\/p>\n
3.3 Tenant shall have no authority to commence construction of any
\nwork in the Leased Premises until (a) Landlord has approved the construction of
\nthe Base Tenant Improvements as required by the provisions hereof, and (b)
\nLandlord shall have received evidence of Tenant’s ability to pay Tenant’s Share,
\nsuch evidence to be in form reasonably acceptable to Landlord.<\/p>\n
4. Lease Commencement Date.
\n ———————– <\/p>\n
4.1 Tenant shall notify Landlord when it believes that Substantial
\nCompletion has been achieved, and thereafter the Lease Commencement Date shall
\nbe established as set forth in the Lease. Notwithstanding anything to the
\ncontrary contained in the Lease or this Work Letter Agreement, the Lease
\nCommencement Date shall not be extended for any delay in Substantial Completion
\nto the extent that such delay is caused by any act or omission attributable to
\nTenant, including without limitation:<\/p>\n
5-4<\/p>\n
(a) Tenant’s request for any Extraordinary Tenant Improvements
\nor for any changes in the work that is reflected in the final plans and
\nspecifications for such Improvements;<\/p>\n
(b) Tenant’s failure to furnish promptly, information concerning
\nTenant’s requirements pertaining to construction of the Base Tenant Improvements
\nor any other information requested by the Consultants necessary or useful to
\nprepare the initial drawings, plans and specifications which are to comprise the
\nConstruction Documents;<\/p>\n
(c) Tenant’s failure to approve the initial drawings, plans and
\nspecifications, which are to comprise the Construction Documents within five (5)
\ndays of receipt of said Construction Documents;<\/p>\n
(d) Tenant’s request for any changes in the Leasehold
\nImprovements from the work as reflected in the Construction Documents.<\/p>\n
4.2 In any event, Rent payable under the Lease shall not abate by
\nreason of any delay, expense or other burden arising out of or incurred in
\nconnection with the design or construction of the Leasehold Improvements to the
\nextent that such delay, expense or other burden is caused by any act or omission
\nattributable to Tenant (including, without limitation, the acts and omissions
\nreferred to in subparagraphs (a) through (d) of paragraph 4.1 above).<\/p>\n
5. Tenant’s Access to Leased Premises.
\n ———————————- <\/p>\n
5.1 Landlord hereby grants Tenant and Tenant’s agents or independent
\ncontractors license to enter the Leased Premises prior to the scheduled Lease
\nCommencement Date in order that Tenant may (i) perform the work contemplated by
\nthis Work Letter Agreement; and (ii) do other work as may be required by Tenant
\nto make the Leased Premises ready for Tenant’s use and occupancy, including
\ntraining employees; provided that such prior occupancy is in accordance with
\napprovals by the County of Sacramento. As a condition to all such prior entry,
\nTenant and Tenant’s agents, contractors, workmen, mechanics, suppliers and
\ninvitees shall not interfere with Landlord and its agents or with other tenants
\nand occupants of the Building or the Project. If at any time such entry shall
\ncause or threaten to cause disharmony or interference, or shall be in violation
\nof any regulations, permits or approvals of the County of Sacramento, Landlord,
\nin its sole discretion, shall have the right to withdraw and cancel such license
\nupon notice to Tenant. Tenant agrees that any such entry into the Leased
\nPremises shall be deemed to be under all of the terms, covenants, conditions and
\nprovisions of the Lease, except the covenant to pay periodic Rent. Tenant
\nfurther agrees that, to the extent permitted by law, Landlord and its principals
\nshall not be liable in any way for any injury or death to any person or persons,
\nloss or damage to any of the Leasehold Improvements or installations made in the
\nLeased Premises or loss or damage to<\/p>\n
5-5<\/p>\n
property placed therein or thereabout, the same being at Tenant’s sole risk.<\/p>\n
5.2 In addition to any other conditions or limitations on such
\nlicense to enter the Leased Premises prior to the Lease Commencement Date,
\nTenant expressly agrees that none of its agents, contractors, workmen,
\nmechanics, suppliers or invitees shall enter the Leased Premises prior to the
\nLease Commencement Date unless and until each of them shall furnish Landlord
\nwith satisfactory evidence of insurance coverage, financial responsibility and
\nappropriate written releases of mechanic’s or materialmen’s lien claims.<\/p>\n
6. Miscellaneous Provisions. Landlord and Tenant further agree as
\n ————————
\nfollows:<\/p>\n
6.1 Except as may be provided in the Lease and as herein expressly set
\nforth with respect to the Leasehold Improvements, Landlord has no agreement with
\nTenant and has no obligation to do any work with respect to the Leased Premises.
\nAny other work in the Leased Premises which may be permitted by Landlord
\npursuant to the terms and conditions of the Lease, including any alterations or
\nimprovements as contemplated by Subparagraph 6.1.4 of the Lease, shall be done
\nat Tenant’s sole cost and expense and in accordance with the terms and
\nconditions of the Lease.<\/p>\n
6.2 This Work Letter Agreement shall not be deemed applicable to:
\n(i) any additional space added to the original Leased Premises at any time,
\nwhether by the exercise of any options under the Lease or otherwise, or (ii) any
\nportion of the original Leased Premises or any additions thereto in the event of
\na renewal or extension of the original Lease Term, whether by exercise of any
\noptions under the Lease or any amendment or supplement thereto. The construction
\nof any additions or improvements to the Leased Premises not contemplated by this
\nWork Letter Agreement shall be effected pursuant to a separate work letter
\nagreement, in the form then being used by Landlord and specifically addressing
\nthe allo cations of costs relating to such construction.<\/p>\n
6.3 Any person signing this Work Letter Agreement on behalf of Tenant
\nwarrants and represents he\/she has authority to do so.<\/p>\n
6.4 This Work Letter Agreement shall be binding upon and inure to the
\nbenefit of the parties hereto and their respective heirs, legal representatives,
\nsuccessors and assigns.<\/p>\n
5-6<\/p>\n
If the foregoing correctly sets forth our understanding, kindly
\nacknowledge your approval in the space provided below for that purpose and
\nreturn to us two signed counterparts of this Work Letter Agreement.<\/p>\n
Very truly yours,<\/p>\n
PROSPECT GREEN PARTNERS, a
\n California Joint Venture<\/p>\n
By: L&T PROSPECT PARTNERS, L.P., a
\n California limited partnership,
\n Managing Venturer<\/p>\n
By: LANKFORD & ASSOCIATES, INC.,
\n a Colorado corporation,
\n General Partner<\/p>\n
By: \/s\/ David S. Taylor
\n ———————————–
\n David S. Taylor,
\n Executive Vice President<\/p>\n
Agreed to and accepted the 21st day of June, 1996.<\/p>\n
E*TRADE GROUP, INC.,
\n a California corporation<\/p>\n
By: \/s\/ Kathy Levinson
\n —————————–
\n Kathy Levinson,
\n Senior Vice President<\/p>\n
By: \/s\/ Stephen Richards
\n —————————–
\n Stephen Richards,
\n Senior Vice President and
\n Chief Financial Officer<\/p>\n
5-7<\/p>\n
EXHIBIT I PROSPECT GREEN II
\n TYPICAL BUILDING STANDARDS
\n ————————–<\/p>\n
Partitions:
\n– ———-
\nA. Demising and Corridor Partition. 25 gauge, minimum 2-1\/2″ metal studs,
\n ——————————-
\n 24″ o.c., between floor slab and structure above with R-7 insulation.
\n 5\/8″ type “X” gypsum board on each face, painted with 2 coats of flat
\n latex paint and vinyl base on both sides.<\/p>\n
B. Interior Partition. 25 gauge, 2-1\/2″ metal studs, 24″ o.c., between
\n ——————
\n floor slab and suspended ceiling grid. No insulation. 5\/8″ type “C”
\n gypsum board on each face, painted with flat latex paint and vinyl base
\n on both sides.<\/p>\n
Doors:
\n– —–
\nA. Building Entry Door. 16 gauge, pressed steel frame, welded one-piece
\n ——————-
\n unit, to accept 3’0″ x 7’0″ x 1-3\/4″ solid core rotary natural birch
\n door. Door to be finished with 2 coats of clear sealer\/varnish. Brushed
\n chrome hardware – Schlage L-9000 Series hardware with closer, brushed
\n chrome finish.<\/p>\n
B. Suite Interior Door. K.D. Metal to accept 3’0″ x 9′” x 1-3\/4″ solid core
\n ——————-
\n birch veneer door. Door to be finished with 2 coats of sealer\/varnish.
\n Schlage L-9000 Series hardware, brushed chrome finish.<\/p>\n
Electric:
\n– ——–
\nA. Fluorescent Lights. 2 x 4 Parabolic; Lithonia PM3 Series, GEB
\n ——————
\n (Electronic Ballast). Fixtures to be factory lamped with F.O. 32700
\n lamps – color w\/w #3000K.<\/p>\n
B. Convenience Outlets. Leviton #16242-W, or equal, 125-volt grounded
\n ——————-
\n duplex devices or equal.<\/p>\n
C. Telephone Outlet. Standard junction box, cover plate, pull-string to top
\n —————-
\n of wall. Device cover plate and Teflon cabling furnished and installed by
\n Tenant’s telephone vendor.<\/p>\n
D. Light Switch. Leviton 5601-W, or equal, 277-volt standard rocker (line
\n ————
\n voltage) switch. Provide hi-low level switch as required by code.<\/p>\n
Heating, Ventilating and Air Conditioning:
\n– ——————————————
\n As required for building standard space. Does not include, for example,
\n air conditioning for computer rooms.<\/p>\n
Ceiling System:
\n– ————– <\/p>\n
5-8<\/p>\n
2 x 2 recessed grid acoustic tile or equal.<\/p>\n
Carpet:
\n– ——
\n DESIGNWEAVE – New Sabre, or equal.
\n 38 oz. cut pile, direct glue down. Choice of colors.<\/p>\n
Window Coverings:
\n– —————-
\n Levelor vertical blinds, or equal. 3-1\/2″ perforated slates.<\/p>\n
Miscellaneous:
\n– ————-
\n Exit lights, smoke detectors and fire sprinklers as required by code.<\/p>\n
5-9<\/p>\n
SCHEDULE 5-A<\/p>\n
CONSTRUCTION SCHEDULE
\n ———————<\/p>\n
TENANT IMPROVEMENT CONSTRUCTION SCHEDULE<\/p>\n
A. Design Development:
\n —————— <\/p>\n
1. Preparation of Construction Documents (Tenant) 4\/1\/96<\/p>\n
2. Preparation of Statement of Final Cost (Tenant) 5\/1\/96<\/p>\n
3. Approval of Construction Documents and
\n Final Cost (Tenant and Landlord) 5\/15\/96<\/p>\n
B. Construction:
\n ————- <\/p>\n
1. Submit Application for Tenant Improvement 4\/18\/96
\n Permit<\/p>\n
2. Commence Construction 4\/22\/96<\/p>\n
3. Commence Tenant’s Fixturing 6\/13\/96<\/p>\n
4. Substantial Completion of Construction 6\/18\/96<\/p>\n
5. Tenant Move-In 6\/18\/96<\/p>\n
5A-1<\/p>\n
SCHEDULE 6<\/p>\n
CERTIFICATE OF ACCEPTANCE
\n ————————-<\/p>\n
TENANT: ______________________________________<\/p>\n
LOCATION: SUITE ______, PROSPECT GREEN II, PROSPECT GREEN BUSINESS PARK<\/p>\n
This letter is to certify that:<\/p>\n
1. The above referenced space has been accepted by the Tenant for
\npossession.<\/p>\n
2. The subject space is substantially complete in accordance with the plans
\nand specifications used in construction of the demised premises.<\/p>\n
3. The subject space can now be used for intended purposes.<\/p>\n
Commencement Date ____________________, 19__.<\/p>\n
Expiration Date ____________________, 19__.<\/p>\n
Tenant’s Total
\n Square Footage ____________________________<\/p>\n
Executed this ____day of _______________, 19__.<\/p>\n
“Tenant”<\/p>\n
_______________________________<\/p>\n
By:________________________________<\/p>\n
Its:_____________________________<\/p>\n
By:________________________________<\/p>\n
Its:_____________________________<\/p>\n
6-1<\/p>\n
SCHEDULE 7<\/p>\n
BASE RENT
\n ———<\/p>\n
Period Monthly * Annual *
\n ——
\nInitial Term (Months) Base Rent Management Fee
\n– ——————— ——— ————–<\/p>\n
1 – 24 $1.17 $0.33<\/p>\n
25 – 60 $1.22 $0.344<\/p>\n
61 – 120 $1.27 $0.358<\/p>\n
* Per Tenant’s Total Rentable Square Feet<\/p>\n
7-1<\/p>\n
SCHEDULE 8<\/p>\n
PARKING
\n ——-<\/p>\n
Landlord hereby grants to Tenant a license to the use during the term of
\nthis Lease the space described in Subparagraph 1.1.11. Tenant agrees to comply
\nwith such reasonable rules and regulations as may be made by Landlord from time
\nto time in order to insure the proper operation of the parking facilities.
\nTenant agrees not to overburden the parking facilities and agrees to cooperate
\nwith Landlord and other tenants in the use of parking facilities. Landlord
\nreserves the right in its sole discretion to determine whether parking
\nfacilities are becoming crowded, and in such event, to allocate specific parking
\nspaces among Tenant and other tenants or to take such other steps necessary to
\ncorrect such condition, including but not limited to policing and towing, and if
\nTenant, its agents, officers, employees, contractors, licensees or invitees are
\ndeemed by Landlord to be contributing to such condition, to charge to Tenant as
\nRent that portion of the cost thereof which Landlord reasonably determines to be
\ncaused thereby. Landlord may, in its sole discretion, change the location and
\nnature of the reserved parking spaces available to Tenant, if any, provided that
\nafter such change, there shall be available to Tenant approximately the same
\nnumber of reserved spaces as available before such change. Each of Tenant’s
\nnon-reserved spaces shall be provided at no cost to Tenant.<\/p>\n
Tenant acknowledges that a Sacramento County air quality ordinance is
\npending and, when adopted would require Tenant to encourage on auto emissions
\nreduction by Tenant’s employees, and may cause a reduction in the number of
\nparking spaces available to Tenant. Landlord shall provide a transportation
\nmanager to assist Tenant in developing a transportation management plan to
\ncomply with such ordinance.<\/p>\n
TENANT: LANDLORD:
\nE*TRADE GROUP, INC. PROSPECT GREEN PARTNERS, a
\n California Joint Venture
\nBy: \/s\/ Kathy Levinson
\n ————————–
\n Kathy Levinson
\n Senior Vice President By: L&T PROSPECT PARTNERS, L.P.,
\n a California limited
\n partnership, Managing
\n Venturer
\nBy: \/s\/ Stephen Richards
\n ————————–
\n Stephen Richards,
\n Senior Vice President and
\n Chief Financial Officer By: LANKFORD & ASSOCIATES, INC.,
\n a Colorado corporation,
\n General Partner<\/p>\n
By: \/s\/ David S.Taylor
\n ————————–
\n David S. Taylor,
\n Executive Vice President<\/p>\n
EXHIBIT A<\/p>\n
SITE PLAN SHOWING ANNEX PROPERTY AND PROSPECT GREEN II<\/p>\n
ANNEX EXPANSION OPTION<\/p>\n
This ANNEX EXPANSION OPTION (this “Option”), is entered into as of the 21st
\nday of June, 1996, by and between PROSPECT GREEN PARTNERS, a California joint
\nventure (“Landlord”) and E*TRADE GROUP, INC., a California corporation
\n(“Tenant”).<\/p>\n
RECITALS<\/p>\n
A. Landlord currently owns that certain real property labelled as the
\n“Annex Parcel” on the site plan attached hereto as Exhibit A and made a part
\nhereof for all purposes, and described as Lot 2 of that certain Lot Line
\nAdjustment recorded December 26, 1995, in Book 95-12-26, Page 471, of the
\nOfficial Records of Sacramento County, California (the “Annex Property”).<\/p>\n
B. Contemporaneously with the execution of this Option, Landlord and Tenant
\nhave entered into a lease (the “PGII Lease”) whereby Landlord has agreed to
\nlease to Tenant and Tenant has agreed to lease from Landlord a portion of the
\nbuilding known as Prospect Green II which is situated on that certain real
\nproperty adjacent to the Annex Property and labelled as the “PG II Parcel” on
\nExhibit A attached hereto.<\/p>\n
C. Tenant desires to obtain the right to negotiate for future development
\nof the Annex Property for purposes of meeting Tenant’s future needs for
\nadditional office space not available in Prospect Green II, and Landlord is
\nwilling to afford Tenant such right, on the terms and conditions set forth
\nbelow.<\/p>\n
AGREEMENT<\/p>\n
In consideration of the foregoing, and other valuable consideration, the
\nreceipt and sufficiency of which are hereby acknowledged, the parties hereto
\nagree as follows:<\/p>\n
1. So long as Tenant is not in default under the terms and conditions of
\nthe PGII Lease, Landlord hereby agrees to negotiate in good faith to make
\navailable the Annex Property for Tenant’s future expansion needs, on the
\nfollowing terms and conditions:<\/p>\n
1.1 Annex Expansion Option.
\n ———————- <\/p>\n
(1) Grant of Option. For the first thirty-six (36) months of the
\n —————
\nLease Term under the PGII Lease (the “Annex Option Period”), Tenant shall have
\nthe option to lease (the “Annex Expansion Option”) the Annex Property on
\nsubstantially the same terms and conditions of the PGII Lease<\/p>\n
including, without limitation, (i) a tenant improvement allowance in the maximum
\namount of twenty-eight and no\/100 per Useable square foot of area in the
\nbuilding to be constructed on the Annex Property (the “Annex Building”) and (ii)
\na term of ten (10) years; provided, however, that initial Base Rent shall be
\nequal to an eleven percent (11%) return on the cost to Landlord to develop the
\nAnnex Building, not to exceed One and 18\/100 Dollars ($1.18) per Rentable square
\nfoot per month (on a standard triple net basis), and such rental rate shall be
\nadjusted upward during the term to reflect then prevailing market adjustments.<\/p>\n
(2) Exercise of Option. Tenant may elect to exercise the Annex
\n ——————
\nExpansion Option by delivering to Landlord written notice of its exercise of the
\nAnnex Expansion Option (the “Notice of Exercise”) on or before the expiration of
\nthe Annex Option Period. As a condition of the effectiveness of the Notice of
\nExercise, Tenant shall, no later than twelve (12) months prior to the expiration
\nof the Annex Option Period, deliver a written notice to Landlord of Tenant’s
\nintention to exercise the Annex Expansion Option (the “Notice of Intent”). The
\nNotice of Intent shall set forth the amount of Rentable square feet of space in
\nthe Annex Building that Tenant intends to lease – Tenant having the election of
\na single story building containing approximately fifteen thousand (15,000)
\nsquare feet, or – subject to a special development permit or similar requirement
\nthat Landlord hereby agrees to use its reasonable business efforts to obtain – a
\ntwo story building containing approximately thirty thousand (30,000) Rentable
\nsquare feet (the “Additional Premises”), the proposed configuration of the
\nbuilding and other improvements to be constructed in the Additional Premises,
\nand the outside date by when the Additional Premises, with the improvements
\nsubstantially completed thereon, must be delivered to Tenant for occupancy,
\nwhich date shall be no sooner than ten (10) months following execution of the
\nAdditional Premises Lease described below (the “Additional Premises Delivery
\nDate”). Within ten (10) days after Landlord’s receipt of the Notice of Intent,
\nLandlord and Tenant shall meet and shall negotiate in good faith to agree to and
\nexecute within thirty (30) days thereafter a letter of intent (the “Letter of
\nIntent”) containing all of the material terms and conditions of a lease for the
\nAdditional Premises (the “Additional Premises Lease”) including, without
\nlimitation, the rental rate for the Additional Premises, the configuration of
\nthe Additional Premises, and the Additional Premises Delivery Date. Thereafter,
\nTenant may, but is not obligated to, in its sole and absolute discretion,
\ndeliver its Notice of Exercise to Landlord as described above.<\/p>\n
(3) Additional Premises Lease. If Tenant delivers the Notice of
\n ————————-
\nExercise, Landlord and Tenant shall, within sixty (60) days after execution of
\nthe Letter of Intent, execute and deliver to each other the Additional Premises
\nLease which shall reflect the terms and conditions of the<\/p>\n
Letter of Intent. In addition, the Additional Premises Lease shall contain
\nsubstantially the same terms and conditions as provided in this Lease, including
\nwithout limitation, the representations and warranties as to environmental
\nmatters. If Tenant fails to timely deliver the Notice of Exercise, Landlord
\nshall have the right to develop and lease the Annex Property to another party,
\nsubject to the Annex First Right of Refusal described below.<\/p>\n
1.2 Annex First Right of Refusal.
\n —————————- <\/p>\n
(1) Grant of First Right of Refusal. If at any time after the
\n ——————————-
\nexpiration of the Annex Option Period (and prior to the expiration or earlier
\ntermination of the PGII Lease), a bona fide offer for the lease of the Annex
\nProperty is made to Landlord, which offer Landlord in good faith intends to
\naccept (an “Offer”), then, provided there does not then exist an uncured Event
\nof Default under the PGII Lease, Landlord shall send Tenant notice (the “Offer
\nNotice”) of such offer, and Tenant shall have the first right of refusal to
\naccept such Offer (the “Annex First Right of Refusal”). The Offer Notice shall
\nstate the rent and other terms and conditions of the proposed transaction.<\/p>\n
(2) Effect of Transfer Notice. Delivery of the Offer Notice to
\n ————————-
\nTenant shall be deemed to be an offer by Landlord to lease the Annex Property to
\nTenant on the same terms and conditions as the Offer. The offer contained in the
\nOffer Notice may be accepted within five (5) working days following the date of
\ndelivery of the Offer Notice to Tenant (the “Offer Period”) and may not be
\nwithdrawn by Landlord within the Offer Period. Pursuant to the offer, Tenant
\nshall have the right to lease the Annex Property on the terms and conditions
\nstated in the Offer Notice.<\/p>\n
(3) Acceptance of Offer. On or before the last day of the Offer
\n ——————-
\nPeriod, Tenant shall deliver to Landlord notice of its acceptance or rejection
\nof the offer. Delivery of a notice of acceptance to Landlord by Tenant shall
\ncreate a binding contract between Landlord and Tenant. Tenant’s failure to
\ntimely deliver such notice shall be deemed a rejection of Landlord’s offer.<\/p>\n
(4) Lease. Within thirty (30) days following Tenant’s acceptance
\n —–
\nof the Offer, the parties shall diligently and in good faith pursue negotiation
\nand execution of a lease agreement to reflect the terms of the Offer.<\/p>\n
(5) Release of Annex Property. In the event that Tenant shall
\n ————————-
\nnot elect to lease the Annex Property pursuant to the Offer Notice, Landlord may
\nlease the Annex Property to the proposed transferee on the terms and conditions
\ncontained in the Offer Notice, and the foregoing First Right of Refusal shall
\nnot apply to future renewal negotiations of the lease<\/p>\n
with such transferee. If such lease is not consummated, the provisions of the
\nforegoing Annex First Right of Refusal shall again apply to any proposed lease
\nof the Annex Property. If Tenant exercises its rights hereunder and delivers a
\nnotice of acceptance but fails to complete the lease of the Annex Property
\nsolely due to Tenant’s default, then Tenant’s rights under the Annex First Right
\nof Refusal shall terminate.<\/p>\n
1.3 Effect of Expansion on PGII Lease. In the event that Tenant exercises
\n ———————————
\neither of the foregoing Annex Expansion Option or Annex First Right of Refusal,
\nthen Tenant shall be obligated to extend the term of the PGII Lease to be co-
\nterminous with the lease entered into by Landlord and Tenant in connection with
\nsuch expansion. Such extended term under the PG II Lease shall be at a Base Rent
\nequal to ninety-five percent (95%) of Fair Market Rental (as defined in the PG
\nII Lease), but not less than the Base Rent in effect as of that date on which
\nthe initial Lease Term would have otherwise expired under the PG II Lease
\n(without regard to any renewal options therein).<\/p>\n
2. Assignment. The covenants and agreements contained herein shall be
\n ———-
\nbinding upon and inure to the benefit of the successors and permitted assigns of
\nthe respective parties hereto. The foregoing notwithstanding, the parties
\nacknowledge and agree that no transfer or other assignment of this Option by
\nTenant shall be valid except in connection with an assignment of Tenant’s
\ninterest under the PGII Lease which has been approved by Landlord in accordance
\nwith the terms and conditions of such lease. Landlord shall have the right to
\nassign this Option along with a transfer of the Annex Property; however, an
\nassignment or other transfer of Landlord’s rights under the PGII Lease may be
\nmade without regard to this Option. It is expressly agreed that an assignment by
\nLandlord of the PGII Lease does not necessarily constitute nor shall it be
\nconstrued to be an assignment of this Option; and the ownership of the Annex
\nProperty may be separate and distinct from ownership of Prospect Green II.<\/p>\n
3. Governing Law. This Option shall be governed by and, construed in
\n ————-
\naccordance with the laws of the State of California.<\/p>\n
4. Attorney’s Fees. In the event that any of the parties to this Option
\n —————
\nundertakes any action to enforce the provisions of this Option against any
\nother party, the non-prevailing party shall reimburse the prevailing party for
\nall reasonable costs and expenses incurred in connection with such enforcement,
\nincluding reasonable attorneys’ fees and paralegals’ fees at the investigative,
\npretrial, trial and appellate levels. Attorneys’ fees and costs incurred in
\nenforcing any judgment or in connection with any appeal shall<\/p>\n
be recoverable separately from and in addition to any other amount included in
\nsuch judgment.<\/p>\n
IN WITNESS WHEREOF, the Parties have executed this Option as of the date
\nfirst above written.<\/p>\n
“LANDLORD”<\/p>\n
PROSPECT GREEN PARTNERS,
\na California joint venture<\/p>\n
By: L&T PROSPECT PARTNERS, L.P.,
\n a California limited partnership,
\n Managing Venturer<\/p>\n
By: Lankford & Associates, Inc.,
\n a colorado corporation,
\n Managing General Partner<\/p>\n
By: \/s\/ David S. Taylor
\n ————————-
\n David S. Taylor,
\n Executive Vice President<\/p>\n
“TENANT”<\/p>\n
E*TRADE GROUP, INC.,
\na California corporation<\/p>\n
By: \/s\/ Kathy Levinson
\n ———————-
\n Kathy Levinson,
\n Senior Vice President<\/p>\n
By: \/s\/ Stephen Richards
\n ———————-
\n Stephen Richards,
\n Senior Vice President and
\n Chief Financial Officer<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7386],"corporate_contracts_industries":[],"corporate_contracts_types":[9579],"class_list":["post-41846","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-e-trade-group-inc","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41846","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=41846"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41846"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41846"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41846"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}