{"id":41945,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/one-circle-star-way-san-carlos-ca-sublease-liberate2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"one-circle-star-way-san-carlos-ca-sublease-liberate2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/one-circle-star-way-san-carlos-ca-sublease-liberate2.html","title":{"rendered":"One Circle Star Way (San Carlos, CA) Sublease &#8211; Liberate Technologies, Charitableway.com Inc. and Circle Star Center Associates LP"},"content":{"rendered":"<pre>                                  SUBLEASE\n\n     THIS SUBLEASE ('Sublease') is entered into by and between LIBERATE \nTECHNOLOGIES, a Delaware corporation ('Sublandlord'), and CHARITABLEWAY.COM, \nINC., a Delaware corporation ('Subtenant') as of February 17, 2000.\n\n                                  RECITALS\n\n     A.   Sublandlord, as successor-in-interest to Network Computer, Inc., a \nDelaware corporation, leases certain premises (the 'Master Lease Premises') \nlocated in that certain building ('Building') at One Circle Star Way, San \nCarlos, California, from Circle Star Center Associates, L.P., a California \nlimited partnership (the 'Master Landlord'), pursuant to that certain Lease \ndated April 27, 1999, a complete copy of which is attached hereto as EXHIBIT \nA (the 'Master Lease').  Capitalized terms used but not defined herein have \nthe same meanings as they have in the Master Lease.\n\n     B.   Sublandlord desires to sublease a portion of the Master Lease \nPremises to Subtenant, and Subtenant desires to sublease a portion of the \nMaster Lease Premises from Sublandlord on the terms and provisions hereof.\n\n     NOW, THEREFORE, in consideration of the mutual covenants and conditions \ncontained herein, Sublandlord and Subtenant covenant and agree as follows:\n\n                                  AGREEMENT\n\n     1.   SUBLEASED PREMISES.   On and subject to the terms and conditions \nbelow, Sublandlord hereby leases to Subtenant, and Subtenant hereby leases \nfrom Sublandlord, the space located on the fourth floor of the Building shown \nby crosshatching on EXHIBIT B attached hereto and incorporated herein by this \nreference (the 'Subleased Premises').\n\n     2.   TERMS.   This Sublease shall commence on the later of (1) \nsubstantial completion of any tenant improvements installed by Master \nLandlord pursuant to the Master Lease (the 'Initial Tenant Improvements') and \nsubstantial completion of the Wiring (defined below) and issuance of all \ngovernmental permits required for occupancy of the Subleased Premises, and \n(2) March 1, 2000 (the 'Commencement Date').  Subtenant shall have the right \nto terminate this Sublease if the Commencement Date has not occurred by June \n1, 2000.  The term shall expire on the last day of the twenty-ninth full \ncalendar month following the Commencement Date, unless sooner terminated \npursuant to any provision hereof.  For example, if the Commencement Date is \nMarch 15, 2000, the term shall expire on August 30, 2002.\n\n     3.   RENT; DEPOSITS.  Commencing on the Commencement Date and continuing \nthroughout the term of this Sublease, Subtenant shall pay monthly rent \n('Rent') to Sublandlord in the monthly amount of Ninety-two Thousand Nine \nHundred Sixty-three Dollars and Fifty Cents ($92,963.50) per month.  Rent \nshall be payable to Sublandlord in lawful money of the United States, in \nadvance, without prior notice, demand, or offset, on or before the first day \nof each calendar month during the term hereof.  All Rent shall be paid to \nSublandlord at the address specified for notice to Sublandlord, below.  If \nthe Commencement Date, or termination date does\n\n\n\nnot fall on the first day of a calendar month, Rent for any partial month \nshall be prorated on a daily basis based upon a thirty (30) day calendar \nmonth.  On each anniversary of the Commencement Date the amount of Rent then \nin effect shall be increased by three percent (3%) per annum.\n\n          (a)   SUBTENANT'S SHARE OF EXPENSES AND TAXES.  Subtenant shall \npay, in advance on the first day of each calendar month, together with \nTenant's payment of monthly Rent, twenty-five and eight tenths percent \n(25.8%) of Expenses and Taxes ('Subtenant's Allocable Share of Expenses and \nTaxes') as the terms 'Expenses' and 'Taxes' are defined and due under the \nMaster Lease, allocable to the Building.  For the first twelve (12) calendar \nmonths of the term, Tenant's Allocable Share of Taxes and Expenses is \nestimated to be Nineteen Thousand Three Hundred Eighty-nine and 53\/100 \nDollars ($19,389.53) per month.  Sublandlord may adjust the amount of \nSubtenant's Allocable Share of Expenses and Taxes at any time the amount of \nExpenses and Taxes being charged to Sublandlord under the Master Lease is \nadjusted in accordance with the terms thereof.  Promptly following \nreconciliation of the amounts charged to Sublandlord under Sections 3(c)(2) \nand 3(c)(3) of the Master Lease, the amounts charged to Subtenant pursuant to \nthis Section 3(a) shall be reconciled in accordance with the provisions of \nSections 3(c)(2) and 3(c)(3) of the Master Lease, which are incorporated \nherein by Section 6, below.\n\n          (b)   FIRST PAYMENT OF RENT AND SUBTENANT'S ALLOCABLE SHARE OF \nEXPENSES AND TAXES.   Upon execution of this Sublease, Subtenant shall pay to \nSublandlord the sum of One Hundred Twelve Thousand Three Hundred Fifty-three \nand 03\/10 Dollars ($112,353.03), constituting payment in advance of the first \nmonth's Rent and the first month's payment of Subtenant's Allocable Share of \nExpenses and Taxes.\n\n          (c)   SECURITY DEPOSIT.  Upon execution of this Sublease, Subtenant \nshall pay to Sublandlord the sum equal to three months Rent, Two Hundred \nSeventy-eight Thousand Eight Hundred Ninety Dollars and Fifty Cents \n($278,890.50), constituting the Security Deposit.  The Security Deposit is \nnot advance rental, nor a measure of Sublandlord's damages.  Sublandlord \nshall not be required to keep the Security Deposit separate from its general \naccounts.  Upon the occurrence of any default by Subtenant, Sublandlord may, \nfrom time to time and without prejudice to any other remedy available to \nSublandlord provided herein or by law, use the Security Deposit to the extent \nnecessary to make good any arrears in Rent or other payments due hereunder, \nor other damage, injury, expense or liability caused by such default.  \nSubtenant shall pay to Sublandlord, upon demand, the amount so applied to \nrestore the Security Deposit to the original amount.  Any remaining balance \nshall be returned to Subtenant after Subtenant has surrendered the Subleased \nPremises in the condition required and all Subtenant's other obligations \nunder this Sublease have been fulfilled.\n\n     4.   TENANT IMPROVEMENTS; WIRING COSTS.  Subtenant acknowledges that \nMaster Landlord is obligated to install the Initial Tenant Improvements \npursuant to the Master Lease.  Sublandlord covenants to use reasonable \nefforts to cause Master Landlord to install the Initial Tenant Improvements \npursuant to the Master Lease.  Sublandlord shall contract with an electrical \nsubcontractor of its choice (the 'Wiring Subcontractor') pursuant to a \ncontract reasonably approved by Subtenant, and shall use reasonable efforts \nto cause the Wiring Subcontractor to install Cat 5, Gigabit band-width \ncertifiable wiring, at a rate of 120 drops in hardwall locations\n\n\n\nand 80 drops in cubicle locations (evenly distributed), all wired to a \ncentral IDF (the 'Wiring').  A 'drop' is defined as two Ethernet connections \nand two telephone connections.  All costs and expenses incurred in the \ninstallation of such Wiring are referred to herein as the 'Wiring Costs.'  \nSubtenant agrees to look solely to the Wiring Contractor for any claims \narising out of the installation of the Wiring referred to above.  Subtenant \nshall have the right to approve, in its reasonable discretion, within three \n(3) business days following its receipt thereof, the plans for the Initial \nTenant Improvements and the Wiring.  Subtenant's failure to approve or \ndisapprove such plans in writing within three (3) days of Sublandlord's \ndelivery thereof to Subtenant shall be deemed Subtenant's approval of such \nplans.\n\nSublandlord makes no representation or warranty with respect to the condition \nof Subleased Premises and shall not be subject to any liability arising out \nof the condition of the Subleased Premises.  Subtenant agrees to look solely \nto the Wiring Subcontractor for any claims arising out of the installation of \nthe Wiring referred to above.\n\nSublandlord shall use reasonable efforts to give Subtenant thirty (30) days \nnotice prior to the anticipated completion of the Tenant Improvements and \nfollowing such notice Subtenant may enter the Subleased Premises for the \npurposes of making the Subleased Premises ready for occupancy.\n\n      5.   USE.   Subtenant may use the Subleased Premises only for uses \npermitted by the Master Lease.  Subtenant shall not use or permit the use of \nthe Subleased Premises in a manner that will create waste or a nuisance, \ninterfere with or disturb other tenants in the Building or violate the \nprovisions of the Master Lease.\n\n      6.   INCORPORATION OF SUBLEASE.   All of the terms and provisions of \nthe Master Lease, except as provided below, are incorporated into and made a \npart of this Sublease and the rights and obligations of the parties under the \nMaster Lease are hereby imposed upon the parties hereto with respect to the \nSubleased Premises, Sublandlord being substituted for the 'Landlord' in the \nMaster Lease (except in Sections 1 (excluding the first two sentences \nthereof), 3(c)(5), 7, 12, 20, 21 and 39 in which references to 'Landlord' \nshall continue to be deemed to refer to the Master Landlord) and Subtenant \nbeing substituted for the 'Tenant' in the Master Lease.  It is further \nunderstood that where reference is made in the Master Lease to the \n'Premises,' the same shall mean the Subleased Premises as defined herein; \nwhere reference is made to the 'Commencement Date,' the same shall mean the \nCommencement Date as defined herein; and where reference is made to 'this \nLease,' the same shall mean this Sublease. Notwithstanding the foregoing, \nSublandlord shall have no obligation to perform any of Master Landlord's \nobligations under the Master Lease. The following Sections of the Master \nLease are not incorporated herein: Sections 2, 3(a), 3(b), 3(c)(1)(B), 9, 32, \n33, 34, 36 (third sentence only) 37, 38, 40, 41, 42, 43, 44, 45, Exhibit B \n(Work Letter), Form of Letter of Credit, and Exhibit G (Description of Second \nBuilding).\n\nSection 6 of the Master Lease, which is incorporated herein, requires that \nSublandlord notify Subtenant whether any Alterations will be required to be \nremoved and the Subleased Premises restored to its condition upon delivery to \nSubtenant. Sublandlord hereby notifies Subtenant that at the expiration or \nearlier termination of this Sublease, any alterations to the Wiring or any \nother portion of the Subleased Premises performed by Subtenant must be \nremoved and the Subleased \n\n\n\nPremises returned to the condition in which they were first delivered to \nSubtenant, at Subtenant's sole cost and expense.\n\n     7.   SUBLANDLORD'S OBLIGATIONS.   Except as expressly otherwise provided \nherein, Sublandlord shall have no obligation to Subtenant with respect to the \nSubleased Premises or the performance by Master Landlord of any obligations \nof Master Landlord under the Master Lease, except for enforcement of Master \nLandlord's obligations under the Master Lease.  Such efforts shall include, \nwithout limitation, upon Subtenant's request (a) notifying Master Landlord of \nits non-performance under the Master Lease and requesting that Master \nLandlord perform its obligations under the Master Lease and\/or (b) assigning \nSublandlord's rights under the Master Lease to Subtenant to the extent \nnecessary to permit Subtenant to institute legal proceedings against Master \nLandlord in order to obtain the performance of Master Landlord's obligations \nunder the Master Lease.\n\n     8.   ASSIGNMENT AND SUBLETTING.   Subtenant may not assign, sublet, \ntransfer, pledge, hypothecate or otherwise encumber the Subleased Premises, \nin whole or in part, or permit the use or occupancy of the Subleased Premises \nby anyone other than Subtenant unless Sublandlord has obtained Sublandlord's \nconsent thereto (which shall not be unreasonably withheld) and the consent of \nMaster Landlord.  Regardless of Sublandlord's consent, no subletting or \nassignment shall release Subtenant from its obligations hereunder.\n\n     9.   PARKING.   Subtenant shall have the right to use one hundred \neighty-four (184) parking spaces in common with other occupants of the \nBuilding and the project of which the Building is a part.\n       \n    10.   NOTICES.   The addresses specified in the Master Lease for receipt \nof notices to each of the parties are deleted and replaced with the following:\n\n                     TO SUBLANDLORD AT:    the Master Lease Premises\n                                           Attn:  Director of Operations\n\n                     TO SUBTENANT AT:      the Subleased Premises\n                                           Attn:  General Counsel\n\n     11.   BROKERS.   Each party hereto represents and warrants that it has \ndealt with no broker in connection with this Sublease and the transactions \ncontemplated herein other than Cornish &amp; Carey.  Each party shall indemnify, \nprotect, defend and hold the other party harmless from all costs and expenses \n(including reasonable attorneys' fees) arising from or relating to a breach \nof the foregoing representation and warranty.\n\n     12.   AUTHORITY.  Sublandlord hereby warrants and represents that it is \na corporation, duly authorized and in good standing under the laws of the \nState of Delaware and has the power to execute and deliver this Sublease.  \nThe persons signing on behalf of the Sublandlord hereby represent and warrant \nthat they are the duly authorized representatives of the Sublandlord and have \nthe power and authority to bind the Sublandlord.  Subtenant hereby warrants \nand represents that it is a corporation, duly authorized and in good standing \nunder the laws of the State of\n\n\n\nDelaware and has the power to execute and deliver this Sublease.  The persons \nsigning on behalf of the Subtenant hereby represent and warrant that they are \nthe duly authorized representatives of the Subtenant and have the power and \nauthority to bind the Subtenant.\n\n     13.   NO ANIMALS.  Subtenant shall not permit any animals to be brought \ninto the Premises, the Building or the common areas of the project of which \nthe Building is a part.\n\n     14.   COUNTERPARTS.   This Sublease may be executed in two (2) or more \ncounterparts, each of which shall be deemed an original but when taken \ntogether shall constitute one and the same instrument.\n\n\n                 (Remainder of Page Intentionally Left Blank)\n\n\n\n     IN WITNESS WHEREOF, the parties have executed this Sublease as of the \ndate first written above.\n\nSUBLANDLORD:\n\nLIBERATE TECHNOLOGIES, \na Delaware corporation\n\nBy:             \/S\/  MITCHELL KERTZMAN\n                ----------------------\nPrint Name:          Mitchell Kertzman\n\n[CORPORATE APPROVAL STAMP]\n\nIts:            President\n\n\n\nBy:             \/S\/  GORDON YAMATE\n                ----------------------\n                     Gordon Yamate\n\nIts:            Secretary\n\n[CORPORATE APPROVAL STAMP]\n\n\n\nSUBTENANT:\n\nCHARITABLEWAY.COM, INC.,\na Delaware corporation\n\n\nBy:             \/s\/ WILLIAM P. MOUNTALOS\n                ----------------------\nPrint Name:         William P. Mountalos\n\nIts:            President\n\n\n\nBy:              \/s\/ JAMES C. REDMOND\n                ----------------------\nPrint Name:          James C. Redmond\n\nIts:            Secretary\n\n\n\n                                       EXHIBIT A\n\n                                      MASTER LEASE\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8051],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9583,9579],"class_list":["post-41945","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-liberate-technologies","corporate_contracts_industries-technology__software","corporate_contracts_types-land__ca","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41945","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=41945"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41945"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41945"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41945"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}