OFFICE LEASE DATED MARCH 18, 1996
(Exhibit B to the Closing Memorandum Agreement dated March 18, 1996)
0. INCORPORATION. Radius Inc. ("Tenant") and Connecticut General Life
Insurance Company ("Cigna") entered into a lease of real property effective
November 13, 1992 (the "Old Lease"). Tenant and Cigna have agreed to terminate
the Old Lease along with all amendments and supplements to it in connection with
Integrated Systems, Inc.'s ("Landlord's) purchase of the real property. The Old
Lease is attached. Landlord and Tenant have agreed to lease a portion of the
real property on all the terms set forth in the Old Lease except as set forth
below (the "Lease"). Therefore, all of the provisions of the Old Lease are
incorporated and made a part of this Lease, except as set forth below, and this
Lease supersedes the Old Lease as of the closing of Landlord's purchase of the
real property.
1. PARTIES. Section 1 is replaced with the following: "This Lease is made by
and between Integrated Systems, Inc. and Radius Inc., both California
corporations. Therefore, the word "Tenant" is substituted wherever Supermac
Technology, Inc. is referred to in the Old Lease."
2. PREMISES. Section 2 is replaced with the following: "Landlord hereby
leases to Tenant and Tenant hereby leases from Landlord those certain premises
situated at 000 Xxxxxxx Xxxx Xxxxx in Sunnyvale, California consisting of
approximately 44,241 rentable square feet of space depicted on Exhibit A (the
"Premises"). Tenant will have begun relocating from all other portions of the
building on March 18, 1996 and will have completed such relocation prior to
April 15, 1996 in stages as described in Exhibit C (with Landlord occupying or
using such portions on the same timetable), and Landlord will complete certain
tenant improvements pursuant to Exhibit C (the "Improvements" as defined in
Exhibit C) thereafter. During the term, Landlord also authorizes the use of the
common areas appurtenant to the Premises and defined as the "Outside Area" in
Section 11 below and the use of the personal property on the Premises identified
in Exhibit E according to Exhibit E. The Premises are part of a building (the
"Building") located on the legal parcel described in Exhibit B (the "Parcel").
The Building in which the Premises are located, the Parcel, and the Outside Area
are collectively referred to below as the "Complex"."
3. TERM. Section 3 is replaced with the following: "The term will begin on
the closing of the purchase of the Parcel by Landlord (the "Commencement Date"
which is estimated to be on March 18, 1996) and will expire two years thereafter
(estimated to be on March 17, 1998.) Notwithstanding the foregoing, Tenant, in
its sole discretion, can elect to terminate the Lease early on ninety days'
written notice to Landlord provided that Tenant is not in default or cures such
default at the time of tendering notice."
4. RENT. Section 4F is deleted and Sections 4B, D and E are replaced with the
following:
"B. MONTHLY INSTALLMENT. Subject to adjustment as set forth in Section 22
below (holding over), the Monthly Installment is: $ 42,028.95 ($.95 times the
square footage inserted into Section 2 above)."
"D. ADDITIONAL RENT. All other charges due from Tenant to Landlord under this
Lease will be deemed "Additional Rent" and will be paid in addition to the
Monthly Installment after notice to Tenant. In the event of Tenant's failure to
pay Additional Rent, Landlord will have all of the same rights and remedies as
Landlord has for the nonpayment of a Monthly Installment."
"E. PLACE OF PAYMENT. Rent will be payable to Landlord in US currency at the
Building or such other place as Landlord may reasonably designate in writing
from time to time."
5. SECURITY DEPOSIT. This Section is deleted.
6. There are no changes to this Section.
7. TAXES AND ASSESSMENTS. Section 7B is deleted.
8. INSURANCE. The last sentence of Section 8B and the last two sentences of
Section 8C are deleted. Landlord and Tenant agree to review the specific
coverages from time to time to ensure that redundant coverages and waste are
minimized.
9. UTILITIES. This Section is replaced with the following: "Tenant will pay
for all telephone charges and any other direct services to the Premises arranged
for by Tenant. Landlord will pay for all other services provided to the
Complex, such as electricity, gas, water, sewage, and scavenger. Tenant will
use no more than customary and reasonable amounts of such services and will
comply with Landlord's reasonable conservation measures upon request. "
10. REPAIRS. All provisions of this Section except the final paragraph are
replaced with the following: "Subject to the provisions of Section 16, Landlord
will maintain the Premises in good condition and repair. However, Tenant will
reimburse Landlord as Additional Rent for any repairs resulting from Tenant's
(including employees, visitors and agents) intentional misconduct or gross
negligence. Tenant will exercise reasonable care in its use of the Premises and
promptly notify Landlord of any need for repairs."
11. OUTSIDE AREA. This Section is amended as follows. The last paragraph is
deleted. The rights referred to in the first paragraph are NON-exclusive. And
the Outside Area is defined also to include those common areas of the Building
which Tenant must use in order to have access to the Premises. Except for a
limited number of designated visitor spaces for Landlord, the required number of
handicap access spaces and a space for the "employee of the month", parking
spaces will be not be designated for exclusive use, rather they will be utilized
on a first come, first use basis.
12. CHARGES. This Section is deleted.
13. ALTERATIONS. Section 13B will not apply to any of the improvements
performed pursuant to Exhibit C.
14. There are no changes to this Section.
15. DEFAULT. Section 15A is amended by adding the following as a final
paragraph:
"(9) Or Tenant's failure to return or maintain the personal property as set
forth in Exhibit E, or at Landlord's election, Tenant's material, uncured breach
of any warranty contained in the xxxx of sale from Tenant to Landlord of the
personal property whose use is governed by Exhibit E."
16. DESTRUCTION. Section 16 is modified as follows: Tenant will have no duty
under this Section to reimburse Landlord for the deductible under Landlord's
insurance coverage, i.e., the parenthetical expression in the middle of the
second paragraph of the Section is deleted as is the last three and one half
lines of the third paragraph beginning after "damage or destruction".
17-21. There are no changes to these Sections.
22. HOLDING OVER. This Section is amended by replacing "expiration" with
"expiration or other termination" wherever "expiration" is used; and "monthly
rent" in the eighth line is replaced with "Monthly Installment".
23. NOTICES. The address for Landlord and Tenant is replaced with the
following new information:
"Landlord: Integrated Systems, Inc.
[215] Xxxxxxx Xxxx Xxxxx
Xxxxxxxxx, XX 00000-0000
attn: Chief Executive, Administrative, Legal or Financial Officer"
"Tenant: Radius Inc.
000 Xxxxxxx Xxxx Xxxxx
Xxxxxxxxx, XX 00000-0000
attn: Chief, Executive, Administrative, Legal or Financial
Officer"
24. There is no change to this Section.
25. ASSIGNMENT. This Section is replaced with the following: "Because of the
unique nature of the larger transaction among Landlord, Tenant and Cigna and the
bargain element of the Lease, under no circumstances will Tenant be allowed to
assign this Lease or sublease any portion of the Premises, except to an
"Affiliate" after ten days' notice to Landlord. An "Affiliate" for purposes of
this Section is a wholly owned subsidiary of Tenant as well as UMAX Computer
Corp. and Splash Technology, Inc., which corporations were occupants of the
Premises upon the termination of the Old Lease, provided that (i) each such
Affiliate agrees to be bound by the provisions of this Lease, (ii) UMAX Computer
Corp. vacates the Premises by April 15, 1996 and (iii) Splash Technology, Inc.
vacates the Premises within 90 days after the Commencement Date. Also, in the
event Tenant desires to assign this Lease to the survivor of any merger with a
third party, Tenant will seek Landlord's approval prior to the merger and
Landlord will not unreasonably withhold or delay its consent. However, Landlord
can elect to expand into the Premises and terminate the lease as of the
effective date of the merger by so notifying Tenant, unless the survivor agrees
to increase the Monthly Installment by 150% and promptly notifies Landlord of
such election. Any other attempt to assign or sublease will be null and void at
Landlord's election. In the case of any other effective assignment or sublease,
Landlord will have the right of first refusal to lease the space on the same
terms and the right to one half of the net proceeds of any such assignment or
sublease. Despite any assignment or sublease, Tenant will remain liable for
the performance of all tenant obligations under this Lease."
26-31. There are no changes to these Sections.
32. PARKING. Add at the end of the first sentence: "and is consistent with
Landlord's general signage plan which Landlord may establish in its discretion."
It is understood that the two large exterior "Radius" signs at two corners of
the Building will be replaced by Landlord at its expense with its own signage.
Tenant's signage will include a monument at the entrance to the parking lot and
one other directional sign referring to the location of the Radius lobby.
33-36. There are no changes to these Sections.
37. BROKERS. The references to CPS Commercial Brokerage and Cornish & Xxxxx
Commercial Real Estate are deleted.
38. There is no change to this Section.
39. Section 39D is amended as follows: the clause "occurring during the Lease
Term (including any extensions thereof)" in the final two lines of the first
paragraph is replaced with "occurring during Tenant's use or occupancy of any
portion of the Complex".
40-42. These Sections are deleted.
In witness whereof, the parties execute this Lease.
Landlord: Integrated Systems, Inc. Tenant: Radius Inc.
_______________________________ ______________________________
By: date By: date
(List of exhibits)
Exhibit A -- the Premises (replaced with a new Exhibit A)
Exhibit B -- the real property legal description (no change)
Exhibit C -- the Improvements (replaced with a new Exhibit C)
Exhibit D -- Truck parking area (no change)
Exhibit E -- Personal Property use (replaced with a new Exhibit E)
Exhibit F -- Complex landscaping (no change)
EXHIBIT "A"
(attach floorplan)
EXHIBIT "C"
IMPROVEMENTS
Exhibit C to the Old Lease is replaced with the following new Exhibit C.
Landlord and Tenant have agreed on the improvements to be constructed on or
about the Premises. These improvements are set forth in the attached final
plans and specifications (the "Improvements"). Landlord will bear the cost of
the Improvements except for $0 (or the costs associated with a specific scope of
work identified on Schedule C-1, if applicable) ("Tenant's Share").
Prior to and after the Commencement Date, Tenant will consolidate within the
Premises as reasonably required by Landlord to permit the construction work to
be performed expeditiously and to permit Landlord to occupy the balance of the
Building in stages between March 18, 1996 and April 30, 1996 as described in the
attached plans. Promptly after the Commencement Date, Landlord will retain a
general contractor to construct the Improvements. Landlord will direct the
general contractor to construct the Improvements as quickly as the work can be
performed in a commercially reasonable manner by no later than April 30, 1996.
There may be some disruption to Tenant's use of the Premises during
construction, and Tenant will reasonably cooperate with the general contractor
and its subcontractors in facilitating the performance of the work. Tenant will
not attempt to withhold or delay any payment nor seek compensation as a result
of any of these inconveniences.
No changes in the scope of work for the Premises will be made without Landlord's
and Tenant's prior written approval. Otherwise, changes in the plans and
specifications will be made only to accommodate the reasonable requests of the
permitting authorities. If Tenant requests a change that either delays
completion or increases costs and the change is approved, the related costs be
shall added to Tenant's Share.
Upon substantial completion of the Improvements, Landlord will so notify Tenant
and the parties will schedule a walk through with the general contractor or
construction manager. If reasonably satisfied, Tenant will promptly sign an
acceptance of the Improvements, subject only to the performance of any "punch
list" items, which do not materially impair the use of the final Premises. Upon
such acceptance, Tenant will tender payment of Tenant's Share to Landlord.
Tenant's unreasonable refusal to promptly accept the Improvements or to relocate
on a timely basis will be a material breach of this Lease, if Landlord is
thereby prevented from occupying the remainder of the Building by between March
18, 1996 and April 30, 1996 according to the schedule attached to the plans
referred to above. In such event and in addition to the remedies identified in
Section 15 of the Lease, because actual damages are impractical to calculate and
because of the obvious bargain element in the regular rental rate, the Monthly
Installment will automatically increase by 150% until the breach has been cured
to Landlord's reasonable satisfaction, provided that Tenant has had a reasonable
opportunity to cure the breach prior to the increase.
(attach 3 page plan and timetable)
EXHIBIT "E"
LICENSE TO USE CERTAIN PERSONAL PROPERTY
Exhibit E to the Old Lease is replaced with the following new Exhibit E.
During the term, Tenant is authorized to use the personal property identified on
Schedule 0 on an exclusive basis. Tenant will relocate such property at its own
expense prior to the Commencement Date to the Premises depicted on Exhibit A.
Tenant will use reasonable care in the use and relocation of such property and
will return such property to Landlord in good condition, normal wear and tear
excepted, upon termination of the Lease. During the term, Tenant is also
authorized to use the personal property identified on Schedule 0 on a shared or
nonexclusive basis (e.g., the existing telephone system). All items of personal
property will be clearly marked by Tenant as Landlord's property throughout such
period of use. Tenant will promptly notify Landlord if the property requires
repair, which will be the responsibility of Landlord, unless the repair is
necessitated by Tenant's (including employees, visitors and agents) gross
negligence or intentional misconduct. Landlord is also responsible for insuring
the property and paying related real and personal property taxes accruing after
Landlord takes title to such property. Landlord will have no obligation to
replace any item, unless its cost is fully covered by insurance. Tenant agrees
to execute such other documents or perform such other acts as may be reasonably
be necessary in Landlord's discretion to ensure that Landlord's title to such
property remains unimpaired by creditors or representatives of Tenant, e.g.,
filing financing statements. Under no circumstances will Tenant challenge
Landlord's ownership of the personal property or attempt to offset the value of
the personal property against any obligation owed to Landlord during or after
the term.
During the term, Landlord will continue to operate the cafeteria through a
subcontractor and Tenant will be authorized to use the cafeteria subject to
Landlord's and the subcontractor's reasonable rules and regulations. The
cafeteria will not be obligated to provide services other than lunch Monday
through Friday.
In the event of a material breach of this Lease by Tenant, including the failure
to pay a Monthly Installment or Additional Rent, Tenant's rights to use the
personal property and the cafeteria without additional charge will be
automatically suspended after Tenant has had a reasonable opportunity to cure
such breach until the breach is cured to Landlord's reasonable satisfaction.
Schedule 0 -- List of personal property transferred
Xxxxxx Xxxxxx Panel System
- 224 cubicles or office panel systems, including one each of task chair, two
drawer meridian file, a file, box/box and flipper storage(2), whether
freestanding or located within offices (including those in areas to be
occupied by transferee)
- 100 cubicles or office panel systems leased from CIT Equipment Leasing
pursuant to a lease dated May 19, 1993, , including the same components of
the 224 nonleased cubicles, whether freestanding or located within offices
(including those in areas to be occupied by transferee)
The contents of conference rooms and cubicles used as conference rooms,
including tables, chairs and audio visual equipment **
Board room contents, including tables, chairs, visual aids, cabinetry (and
specifically excluding rolling white board and overhead projector)
Board room kitchen counter and dishwasher
Conference with big screen and rear projection (excluding special effects
computer)
Lobby furniture
Cafeteria equipment, including cooking fixtures, pots, pans, ovens, sinks and
stainless steel tables (specifically excluding cafeteria vending and
beverage disbursement equipment owned by vendors)
Northern Telecom telephone system, including telephones, SMDR, voicemail and
related peripheral equipment and wiring **
Data cabling and racks *
Xxxxxx cardkey system, including computer, cameras, vcrs' and related
printers *
* During the term of Radius' lease with Integrated, Radius will be able to use
portions of the telephone system, Xxxxxx cardkey system and data cabling and
racks on a non exclusive basis.
** During the term of Radius' lease with Integrated, Radius will be able to use
the conference room/office contents located within the Premises as well as the
telephone handsets within the Premises on an exclusive basis.
(attach "Old Lease")
