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EXHIBIT 10.8
XXXXX/XXXXXXXXX
January 31, 1995
Mr. Xxxxxxx Xxxx
President and CEO
ACCELGRAPHICS, INC.
0000 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
RE: COMMENCEMENT OF LEASE
Gentlemen:
This letter will confirm our agreement relative to the Commencement Date of the
Lease Agreement dated December 16, 1994 by and between Xxxx Xxxxxxxxx and
Xxxxxxx X. Xxxxx Separate Property Trusts, as Landlord, and AccelGraphics, Inc.,
a California corporation, as Tenant, for approximately 12,833 +/- square feet of
space located at 0000 Xxxxxx Xxxx, Xxx Xxxx, Xxxxxxxxxx.
Notwithstanding anything to the contrary contained in said Lease Agreement, it
is agreed that said Lease shall commence effective February 1, 1995 and
terminate three years and two months later on March 31, 1998. It is also agreed
that the Basic Rent Schedule as provided for in Paragraph 43 of the Lease
Agreement shall remain unchanged.
The latest date Tenant may exercise its Option to Extend, as specified in
Paragraph 51 of your Lease, shall remain September 30, 1997.
Please execute this letter in the space provided below, indicating your
agreement with the foregoing, and return all copies to us for our execution. We
will return a fully executed original for your records.
Respectfully yours,
XXXXX/XXXXXXXXX
By /s/ Xxxx Xxxxxxxxx
-------------------------
Xxxx Xxxxxxxxx
AGREEMENT:
ACCELGRAPHICS, INC.
a California corporation
By /s/ Xxxxxxx X. Xxxx
---------------------------------------
Xxxxxxx X. Xxxx, President and CEO
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XXXXX/ARRILLAGA
January 20, 1995
Mr. Xxxxxxx Xxxx
ACCELGRAPHICS, INC.
0000 Xxxxx Xxxxxx
Xxxxx Xxxxx, XX 00000
RE: LEASE AGREEMENT DATED DECEMBER 16,1994 BETWEEN XXXX XXXXXXXXX AND
XXXXXXX X. XXXXX SEPARATE PROPERTY TRUSTS, AS LANDLORD, AND
ACCELGRAPHICS, INC., AS TENANT FOR LEASED PREMISES LOCATED AT 0000
XXXXXX XXXX, XXX XXXX, XXXXXXXXXX
Dear Xxxxxxx,
Exhibit A to the aforementioned document is enclosed for your retention.
If you have any questions regarding this document please call me at
408/000-0000.
Sincerely,
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
Property Manager
Enclosure
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XXXXX/ARRILLAGA
February 14, 1995
Mr. Xxxxxxx Xxxx
ACCELGRAPHICS, INC.
0000 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
RE: COMMENCEMENT LETTER DATED JANUARY 31,1995 BETWEEN XXXX XXXXXXXXX AND
XXXXXXX X. XXXXX SEPARATE PROPERTY TRUSTS, AS LANDLORD, AND
ACCELGRAPHICS, INC., AS TENANT FOR LEASED PREMISES LOCATED AT 0000
XXXXXX XXXX, XXX XXXX, XXXXXXXXXX
Dear Xxxxxxx,
The aforementioned document is enclosed for your retention.
If you have any questions regarding this document please call me at
408/000-0000.
Sincerely,
Xxxxxx Xxxxxx
Property Manager
Enclosure
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LEASE AGREEMENT
BLDG: Z/B 3
OWNER: 500
PROP: 153
UNIT: 1942
TENANT: 15304
THIS LEASE, made this 16th day of December 1994 between XXXX XXXXXXXXX, Trustee,
or his Successor Trustee, UTA dated 7/20/77 (XXXX XXXXXXXXX SEPARATE PROPERTY
TRUST) as amended, and XXXXXXX X. XXXXX, Trustee, or his Successor Trustee, UTA
dated 7/20/77 (XXXXXXX X. XXXXX SEPARATE PROPERTY TRUST) as amended, hereinafter
called Landlord, and ACCELGRAPHICS, INC., a California Corporation, hereinafter
called Tenant.
WITNESSETH:
Landlord hereby leases to Tenant and Tenant hereby hires and takes from Landlord
those certain premises (the "Premises") outlined in red on Exhibit "A", attached
hereto and incorporated herein by this reference thereto more particularly
described as follows:
A portion of that certain 30,018+/- square foot, one-story
building located at 0000 Xxxxxx Xxxx, Xxx Xxxx, Xxxxxxxxxx, 00000
consisting of approximately 12,833+/- square feet of space. Said
Premises is more particularly shown within the area outlined in
Red on Exhibit A. The entire parcel, of which the Premises is a
part, is shown within the area outlined in Green on Exhibit A
attached hereto. The Premises shall be improved as shown on
Exhibit B to be attached hereto, and, subject to Paragraph 46, is
leased in its present condition, and in the configuration as
shown in Red on Exhibit B to be attached hereto.
As used herein the Complex shall mean and include all of the land outlined in
Green and described in Exhibit "A" attached hereto, and all of the buildings,
improvements, fixtures and equipment now or hereafter situated on said land.
Said letting and hiring is upon and subject to the terms. covenants and
conditions hereinafter set forth and Tenant covenants as a material part of the
consideration for this Lease to perform and observe each and all of said terms,
covenants and conditions. This Lease is made upon the conditions of such
performance and observance.
1. USE Tenant shall use the Premises only in conformance with applicable
governmental laws, regulations, rules and ordinances for the purpose of general
office, light manufacturing, research and development, storage and warehousing,
and other uses necessary for Tenant to conduct Tenant's business, provided that
such uses shall be in accordance with all applicable governmental laws and
ordinances and for no other purpose. Tenant shall not do or permit to be done in
or about the Premises or the Complex nor bring or keep or permit to be brought
or kept in or about the Premises or the Complex anything which is prohibited by
or will in any way increase the
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existing rate of (or otherwise affect) fire or any insurance covering the
Complex or any part thereof, or any of its contents, or will cause a
cancellation of any insurance covering the Complex or any part thereof, or any
of its contents. Tenant shall not do or permit to be done anything in, on or
about the Premises or the Complex which will in any way obstruct or interfere
with the rights of other tenants or occupants of the Complex or injure or annoy
them, or use or allow the Premises to be used for any improper, immoral,
unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit
any nuisance in, on or about the Premises or the Complex. No sale by auction
shall be permitted on the Premises. Tenant shall not place any loads upon the
floors, walls, or ceiling, which endanger the structure, or place any harmful
fluids or other materials in the drainage system of the building, or overload
existing electrical or other mechanical systems. No waste materials or refuse
shall be dumped upon or permitted to remain upon any part of the Premises or
outside of the building in which the Premises are a part, except in trash
containers placed inside exterior enclosures designated by Landlord for that
purpose or inside of the building proper where designated by Landlord. No
materials, supplies, equipment, finished products or semi-finished products, raw
materials or articles of any nature shall be stored upon or permitted to remain
outside the Premises or on any portion of common area of the Complex. No
loudspeaker or other device, system or apparatus which can be heard outside the
Premises shall be used in or at the Premises without the prior written consent
of Landlord. Tenant shall not commit or suffer to be committed any waste in or
upon the Premises. Tenant shall indemnify, defend and hold Landlord harmless
against any loss, expense, damage, attorneys' fees, or liability arising out of
failure of Tenant to comply with any applicable law regulating Tenant's use of
the Premises. Tenant shall comply with any covenant, condition, or restriction
("CC&R's") affecting the Premises. The provisions of this paragraph are for the
benefit of Landlord only and shall not be construed to be for the benefit of any
tenant or occupant of the Complex. There are no CC&R's affecting the Premises at
the time of Lease execution. In the event CC&R's are subsequently implemented,
Landlord shall provide a copy of said CC&R's to Tenant.
2. TERM*
A. The term of this Lease shall be for a period of THREE (3) years TWO (2)
months and SEVENTEEN (17) days (unless sooner terminated as hereinafter
provided) and, subject to Paragraphs 2(B) and 3, shall commence on the 15th day
of January, 1995 and end on the 31st day March of 1998.
B. Possession of the Premises shall be deemed tendered and the term of this
Lease shall commence when the first of the following occurs:
(a) One day after a Certificate of Occupancy is granted by the proper
governmental agency, or, if the governmental agency having jurisdiction
over the area in which the Premises are situated does not issue
certificates of occupancy, then the same number of days after
certification by Landlord's architect or contractor that Landlord's
construction work has been completed; or
(b) Upon the occupancy of the Premises by any of Tenant's operating
personnel; or
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(c) When the Tenant Improvements have been substantially completed for
Tenant's use and occupancy, in accordance and compliance with Exhibit B
of this Lease Agreement; or
(d) As otherwise agreed in writing.
3. POSSESSION If Landlord, for any reason whatsoever, cannot deliver possession
of said premises to Tenant at the commencement of the said term, as hereinbefore
specified, this Lease shall not be void or voidable; no obligation of Tenant
shall be affected thereby; nor shall Landlord or Landlord's agents be liable to
Tenant for any loss or damage resulting therefrom; but in that event the
commencement and termination dates of the Lease. and all other dates affected
thereby shall be revised to conform to the date of Landlord's delivery of
possession, as specified in Paragraph 2 (b), above. The above is, however,
subject to the provision that the period of delay, of delivery of the premises
shall not exceed 30 days from the commencement date herein (except those delays
caused by Acts of God, strikes, war, utilities, governmental bodies, weather,
unavailable materials, and delays beyond Landlord's control shall be excluded in
calculating such period) in which instance Tenant, at its option, may, by
written notice to Landlord, terminate this Lease.
* It is agreed in the event said Lease commences on a date other than the first
day of the month the term of the Lease will be extended to account for the
number of days in the partial month. The Basic Rent during the resulting partial
month will be pro-rated (for the number of days in the partial month) at the
Basic Rent scheduled for the projected commencement date as shown in Paragraph
43.
4. RENT
A. Basic Rent. Tenant agrees to Pay to Landlord at such place as Landlord may
designate without deduction. offset, prior notice, or demand, and Landlord
agrees to accept as Basic Rent for the leased Premises the total sum of
FOUR-HUNDRED FIFTEEN THOUSAND SEVEN HUNDRED EIGHTY NINE & 20/100 ($415,789.20)
Dollars in lawful money of the United States of America, payable as follows:
SEE PARAGRAPH 43 FOR BASIC RENT SCHEDULE
B. Time for Payment. In the event that the term of this Lease commences on a
date other than the first day of the calendar month, on the date of commencement
of the term hereof Tenant shall pay to Landlord as rent for the period from such
date of commencement to the full day of the next succeeding calendar month that
proportion of the monthly rent hereunder which the number of days between such
date of commencement and the first day of the next succeeding calendar month
bears to thirty (30). In the event that the term of this Lease for any reason
ends on a date other than the last day of a calendar month, on the first day of
the last calendar month of the term hereof (Tenant shall pay to Landlord as rent
for the period from said first day of said last calendar month to and including
the last day of the term hereof that proportion of the monthly rent hereunder
which the number of days between said first day of said last calendar month and
the last day of the term hereof bears to thirty (30).
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C. Late Charge. Notwithstanding any other provision of this Lease, if Tenant is
in default in the payment of rental as set forth in this Paragraph 4 when due,
or any part thereof, Tenant agrees to pay Landlord, in addition to the
delinquent rental due, a late charge for each rental payment in default ten (10)
days. Said late charge shall equal five (5%) percent of each rental payment to
in default.
D. Additional Rent. Beginning with the commencement date of the term of this
Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as
Additional Rent the following:
(a) Tenant's proportionate share of all Taxes relating to the Complex as
set forth in Paragraph 12, and (b) Tenant's proportionate share of all
insurance premiums relating to the Complex, as set forth in Paragraph
l5, and
(c) Tenant's proportionate share of expenses for the operation, management,
maintenance and repair of the Building (including common areas of the
Building) and Common Areas of the Complex in which the Premises are
located as set forth in Paragraph 7, and
(d) All charges, costs and expenses, which Tenant is required to pay
hereunder, together with all interest and penalties, costs and expenses
including attorneys' fees and legal expenses, that may accrue thereto
in the event of Tenant's failure to pay such amounts, and all damages,
reasonable costs and expenses which Landlord may incur by reason of
default of Tenant or failure on Tenant's part to comply with the terms
of this Lease. In the event of nonpayment by Tenant of Additional Rent.
Landlord shall have all the rights and remedies with respect thereto as
Landlord has for nonpayment of rent.
The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent
(i) within five days for taxes, 15 days for insurance, and 30 days for all other
Additional Rent items after presentation of invoice from Landlord or Landlord's
agent setting forth such Additional Rent and/or (ii) at the option of Landlord,
Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an
amount estimated by Landlord to be Landlord's approximate average monthly
expenditure for such Additional Rent items, which estimated amount shall be
reconciled within 120 days of the end of each calendar year or more frequently
if Landlord so elects to do so at Landlord's sole and absolute discretion, as
compared to Landlord's actual expenditure for said Additional Rent items, with
Tenant paying to Landlord, upon demand, any amount of actual expenses expended
by Landlord in excess of said estimated amount, or Landlord refunding to Tenant
(providing Tenant is not in default in the performance of any of the terms,
covenants and conditions of this Lease) any amount of estimated payments made by
Tenant in excess of Landlord's actual expenditures for said Additional Rent
items.
The respective obligations of Landlord and Tenant under this paragraph shall
survive the expiration or other termination of the term of this Lease, and if
the term hereof shall expire or shall otherwise terminate on a day other than
the last day of a calendar year, the actual Additional Rent incurred for the
calendar year in which the term hereof expires or otherwise terminates shall be
determined and settled on the basis of the statement of actual Additional Rent
for such calendar year and shall be prorated in the proportion which the number
of days in such calendar year preceding such expiration or termination bears to
365.
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E. Place of Payment of Rent and Additional Rent. All Basic Rent hereunder and
all payments hereunder for Additional Rent shall be paid to Landlord at the
office of Landlord at XXXXX/XXXXXXXXX, FILE 0000, XXX 00000, XXX XXXXXXXXX, XX
00000 or to such other person or to such other place as Landlord may from time
to time designate in writing.
F. Security Deposit. Concurrently with the Tenant's execution of this Lease,
Tenant shall deposit with Landlord the sum of TWELVE THOUSAND ONE HUNDRED NINETY
ONE AND 35/100 ($12,191.35) Dollars. Said sum shall be held by Landlord as a
Security Deposit for the faithful performance by Tenant of all of the terms.
Covenants, and conditions of this Lease to be kept and performed by Tenant
during the term hereof. If Tenant defaults with respect to any provision of this
Lease, including, but not limited to, the provisions relating to the payment of
rent and any of the monetary sum due herewith, Landlord may (but shall not be
required to) use, apply or retain all or any part of this Security Deposit for
the payment of any other amount which Landlord may spend by reason of Tenant's
default or to compensate Landlord for any other loss or damage which Landlord
may suffer by reason of Tenant's default. If any portion of said Deposit is so
used or applied, Tenant shall, within ten (10) days after written demand
therefor, deposit cash with Landlord in the amount sufficient to restore the
Security Deposit to its original amount. Tenant's failure to do so shall be a
material breach of this Lease. Landlord shall not be required to keep this
Security Deposit separate from its general funds, and Tenant shall not be
entitled to interest on such Deposit. If Tenant fully and faithfully performs
every provision of this Lease to be performed by it, the Security Deposit or any
balance thereof shall be returned to Tenant (or at Landlord's option, to the
last assignee of Tenant's interest hereunder) at the expiration of the Lease
term and after Tenant has vacated the Premises. In the event of' termination of
Landlord's interest in this Lease. Landlord shall transfer said Deposit to
Landlord's successor in interest whereupon Tenant agrees to release Landlord
from liability for the return of such Deposit or the accounting therefor.
5. RULES AND REGULATIONS AND COMMON AREA Subject to the terms and conditions of
this Lease and such Rules and Regulations as Landlord may from time to time
prescribe, Tenant and Tenant's employees, invitees and customers shall, in
common with other occupants of the Complex in which the Premises are located,
and their respective employees, invitees and customers, and others entitled to
the use thereof, have the non-exclusive right to use the access roads, parking
areas, and facilities provided and designated by Landlord for the general use
and convenience of the occupants of the Complex in which the Premises are
located, which areas and facilities are referred to herein as "Common Area".
This right shall terminate upon the termination of this Lease. Landlord reserves
the right from time to time to make changes in the shape, size, location, amount
and extent of Common Area. Landlord further reserves the right to promulgate
such reasonable rules and regulations relating to the use of the Common Area,
and any part or parts thereof, as Landlord may deem Appropriate for the best
interests of the occupants of the Complex. The Rules and Regulations shall be
binding upon Tenant upon delivery of a copy of them to Tenant, and Tenant shall
abide by them and cooperate in their observance. Such Rules and Regulations may
be amended by Landlord from time to time, with or without advance notice, and
all amendments shall be effective upon delivery of a copy to Tenant. Landlord
shall not be responsible to Tenant for the non-performance by any other tenant
or occupant of the Complex of any of said Rules and Regulations.
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Landlord shall operate, manage and maintain the Common Area. The manner in which
the Common Area shall be maintained and the expenditures for such maintenance
shall be at the discretion of Landlord.
6. PARKING Tenant shall have the right to use with other tenants or occupants of
the Complex 47 parking spaces in the common parking areas of the Complex. Tenant
agrees, that Tenant, Tenant's employees, agents, representatives and/or invitees
shall not use parking spaces in excess of said 47 spaces allocated to Tenant
hereunder. Landlord shall have the right, at Landlord's sole discretion, to
specifically designate the location of Tenant's parking spaces within the common
parking areas of the Complex in the event of a dispute among the tenants
occupying the building and/or Complex referred to herein, in which event Tenant
agrees that Tenant, Tenant's employees, agents, representatives and/or invitees
shall not use any parking spaces other than those parking spaces specifically
designated by Landlord for Tenant's use. Said parking spaces, if specifically
designated by Landlord to Tenant, may be relocated by Landlord at any time, and
from time to time. Landlord reserves the right, at Landlord's sole discretion,
to rescind any specific designation of parking spaces, thereby returning
Tenant's parking spaces to the common parking area. Landlord shall give Tenant
written notice of any change in Tenant's parking spaces. Tenant shall not, at
any time, park, or permit to be parked, any trucks or vehicles adjacent to the
loading areas so as to interfere in any way with the use of such areas, nor
shall Tenant any time park, or permit the parking of Tenant's trucks or other
vehicles or the trucks and vehicles of Tenant's suppliers or others, in any
portion of the common area not designated by Landlord for such use by Tenant.
Tenant shall not park nor permit to be parked, any inoperative vehicles or
equipment on any portion of the common parking area or other common areas of the
Complex. Tenant agrees to assume responsibility for compliance by its employees
with the parking provision contained herein. If Tenant or its employees park in
other than such designated parking areas, then Landlord may charge Tenant, as an
additional charge, and Tenant agrees to pay, ten ($10.00) Dollars per day for
each day or partial day each such vehicle is parked in any area other than that
designated. Tenant hereby authorizes Landlord at Tenant's sole expense to tow
away from the Complex any vehicle belonging to Tenant or Tenant's employees
parked in violation of these provisions, or to attach violation stickers or
notices to such vehicles. Tenant shall use the parking areas for vehicle parking
areas, then Landlord may charge Tenant, as an additional charge, and Tenant
agrees to pay, ten ($10.00) Dollars per day for each day or partial day each
such vehicle is parked in any area other than that designated. Tenant hereby
authorizes Landlord at Tenant's sole expense to tow away from the Complex any
vehicle belonging to Tenant or Tenant's employees parked in violation of these
provisions, or to attach violation stickers or notices to such vehicles. Tenant
shall use the parking areas for vehicle parking only, and shall not use the
parking areas for storage.
7. EXPENSES OF OPERATION, MANAGEMENT, AND MAINTENANCE OF THE COMMON AREAS OF THE
COMPLEX AND BUILDING IN WHICH THE PREMISES ARE LOCATED Subject to Paragraph 46,
As Additional Rent and in accordance with Paragraph 4 D of this Lease, Tenant
shall pay to Landlord Tenant's proportionate share (calculated on a square
footage or other equitable basis as calculated by Landlord) of all expenses of
operation, management, maintenance and repair of the Common Areas of the Complex
including, but not limited to, license, permit, and inspection fees; security;
utility charges associated with exterior landscaping and lighting (including
water and sewer charges); all charges incurred in the
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maintenance of landscaped areas, lakes, parking lots, sidewalks, driveways;
maintenance, repair and replacement of all fixtures and electrical, mechanical,
and plumbing systems; structural elements and exterior surfaces of the
buildings; salaries and employee benefits of personnel and payroll taxes
applicable thereto; supplies, materials, equipment and tools; the cost of
capital expenditures which have the effect of reducing operating expenses,
provided, however, that in the event Landlord makes such capital improvements,
Landlord may amortize its investment in said improvements (together with
interest at the rate of fifteen (15%) percent per annurn on the unamortized
balance) as an operating expense in accordance with standard accounting
practices, provided, that such amortization is not at a rate greater than the
anticipated savings in the operating expenses.
"Additional Rent" as used herein shall not include Landlord's debt repayments;
interest on charges; expenses directly or indirectly incurred by Landlord for
the benefit of any other tenant; cost for the installation of partitioning or
any other tenant improvements; cost of attracting tenants; depreciation;
interest, or executive salaries.
As Additional Rent and in accordance with paragraph 4 D of this Lease, Tenant
shall pay its proportionate share (calculated on a square footage or other
equitable basis as calculated by Landlord) of the cost of operation (including
common utilities), management, maintenance, and repair of the building
(including common areas such as lobbies, restrooms, janitor's closets, hallways,
elevators, mechanical and telephone rooms, stairwells, entrances, spaces above
the ceilings and janitorization of said common areas) in which the Premises are
located. The maintenance items herein referred to include, but are not limited
to, all windows, window frames, plate glass, glazing, truck doors, main plumbing
systems of the building (such as water and drain lines, sinks, toilets, faucets,
drains, showers and water fountains), main electrical systems (such as panels
and conduits), heating and airconditioning systems (such as compressors, fans,
air handlers, ducts, boilers, heaters), store fronts, roofs, downspouts,
building common area interiors (such as wall coverings, window coverings, floor
coverings and partitioning), ceilings, building exterior doors, skylights (if
any), automatic fire extinguishing systems, and elevators; license, permit, and
inspection fees; security, salaries and employee benefits of personnel and
payroll taxes applicable thereto; supplies, materials, equipment and tools; the
cost of capital expenditures which have the effect of reducing operating
expenses, provided, however, that in the event Landlord makes such capital
improvements, Landlord may amortize its investment in said improvements
(together with interest at the rate of fifteen (15%) percent per annurn on the
unamortized balance) as an operating expense in accordance with standard
accounting practices, provided, that such amortization is not at a rate greater
than the anticipated savings in the operating expenses. Tenant hereby waives all
rights under, and benefits of, subsection 1 of Section 1932 and Sections 1941
and 1942 of the California Civil Code and under any similar law, statute or
ordinance now or hereafter in effect.
8. ACCEPTANCE AND SURRENDER OF PREMISES Subject to Paragraphs 45 and 46, and
upon Lease Commencement, Tenant accepts the Premises as being in good and
sanitary order, condition and repair and accepts the building and improvements
included in the Premises in their present condition and without representation
or warranty by Landlord as to the condition of such building or as to the use or
occupancy which may be made thereof. Any exceptions to the foregoing must be by
written agreement executed by Landlord and Tenant. Tenant agrees on the
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last day of the Lease term, or on the sooner termination of this Lease, to
surrender the Premises promptly and peaceably to Landlord in good condition and
repair (damage by Acts of God, fire, normal wear and tear excepted), with all
interior walls painted, or cleaned so that they appear freshly painted, and
repaired and replaced, if damaged; all floors cleaned and waxed; all carpets
cleaned and shampooed; the airconditioning and heating equipment serviced by a
reputable and licensed service firm and in good operating condition (provided
the maintenance of such equipment has been Tenant's responsibility during the
term of this Lease) together with all alterations, additions, and improvements
which may have been made in, to, or on the Premises (except movable trade
fixtures installed at the expense of Tenant) except that Tenant shall ascertain
from Landlord within thirty (30) days before the end of the term of this Lease
whether Landlord desires to have the Premises or any part or parts thereof
restored to their condition and configuration as when the Premises were
delivered to Tenant and if Landlord shall so desire, then Tenant shall restore
said Premises or such part or parts thereof before the end of this Lease at
Tenant's sole cost and expense. Tenant, on or before the end of the term or
sooner termination of this Lease, shall remove all of Tenant's personal property
and trade fixtures from the Premises, and all property not so removed on or
before the end of the term or sooner termination of this Lease shall be deemed
abandoned by Tenant and title to same shall thereupon pass to Landlord without
compensation to Tenant. Landlord may, upon termination of this Lease, remove all
moveable furniture and equipment so abandoned by Tenant, at Tenant's sole cost,
and repair any damage caused by such removal at Tenant's sole cost. If the
Premises be not surrendered at the end of the term or sooner termination of this
Lease. Tenant shall indemnify Landlord against loss or liability resulting from
the delay by Tenant in so surrendering the Premises including, without
limitation, any claims made by any succeeding tenant founded on such delay.
Nothing contained herein shall be construed as an extension of the term hereof
or as a consent of Landlord to any holding over by Tenant. The voluntary or
other surrender of this Lease or the Premises by Tenant or a mutual cancellation
of this Lease shall not work as a merger and, at the option of Landlord, shall
either terminate all or any existing subleases or subtenancies or operate as an
assignment to Landlord of all or any such subleases or subtenancies.
9. ALTERATIONS AND ADDITIONS Tenants shall make, or suffer to be made, any
alteration or addition to the Premises, or any part thereof, without the written
consent of Landlord first had and obtained by Tenant, but at the cost of Tenant,
and any addition to, or alteration of, the Premises, except moveable furniture
and trade fixtures, shall at once become a part of the Premises and belong to
Landlord. Landlord reserves the right to approve all contractors and mechanics
proposed by Tenant to make such alterations and additions. Tenant shall retain
title to all moveable furniture and trade fixtures placed in the Premises. All
heating, lighting, electrical, airconditioning floor to ceiling partitioning,
drapery, carpeting, and floor installations made by Tenant, together with all
property that has become an integral part of the Premises, shall not be deemed
trade fixtures. Tenant agrees that it will not proceed to make such alteration
or additions, without having obtained consent from Landlord to do so, and until
five (5) days from the receipt of such consent, in order that Landlord may post
appropriate notices to avoid any liability to contractors or material suppliers
for payment for Tenant's improvements. Tenant will at all times permit such
notices to be posted and to remain posted until the completion of work. Tenant
shall, if required by Landlord, secure at Tenant's own cost and expense, a
completion and lien indemnity bond, satisfactory to Landlord, for such work.
Tenant further covenants and agrees that any mechanic's lien filed against the
Premises or against the Complex for work claimed to have been
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done for, or materials claimed to have been furnished to Tenant, will be
discharged by Tenant, by bond or otherwise, within ten (10) days after the
filing thereof, at the cost and expense of Tenant. Any exceptions to the
foregoing must be made in writing and executed by both Landlord and Tenant.
10. TENANT MAINTENANCE Tenant shall, at its sole cost and expense, keep and
maintain the Premises (including appurtenances) and every part thereof in a high
standard of maintenance and repair, and in good and sanitary condition. Tenant's
maintenance and repair responsibilities herein referred to include, but are not
limited to, janitorization, plumbing systems within the non-common areas of the
Premises (such as water and drain lines, sinks), electrical systems within the
non-common areas of the Premises (such as outlets, lighting fixtures, lamps,
bulbs, tubes, ballasts), heating and airconditioning controls within the
non-common areas of the Premises (such as mixing boxes, thermostats, time
clocks, supply and return grills), all interior improvements within the premises
including but not limited to: wall coverings, window coverings, acoustical
ceilings, vinyl tile, carpeting, partitioning, doors (both interior and
exterior, including closing mechanisms, latches, locks), and all other interior
improvements of any nature whatsoever. Tenant agrees to provide carpet xxxxxxx
under all rolling chairs or to otherwise be responsible for wear and tear of the
carpet caused by such rolling chairs if such wear and tear exceeds that caused
by normal foot traffic in surrounding areas. Areas of excessive wear shall be
replaced at Tenant's sole expense upon Lease termination. See Paragraph 46.
11. UTILITIES OF THE BUILDING IN WHICH THE PREMISES ARE LOCATED As Additional
Rent and in accordance with paragraph 4 D this Lease, Tenant shall pay its
proportionate share (calculated on a square footage or other equitable basis as
calculated by Landlord) of the costs of all utility charges such as water, gas,
electricity, telephone, telex and other electronic communications service, sewer
service, waste pick-up and any other utilities, materials or services furnished
directly to the building in which the Premises are located, including, without
limitation, any temporary or permanent utility surcharge or other exactions
whether or not hereinafter imposed.
Landlord shall not be liable for and Tenant shall not be entitled to any
abatement or reduction of rent by reason of any interruption or failure of
utility services to the Premises when such interruption or failure is caused by
accident, breakage, repair, strikes, lockouts, or other labor disturbances or
labor disputes of any nature, or by any other cause, similar or dissimilar,
beyond the reasonable control of Landlord.
Provided that Tenant is not in default in the performance or observance of any
of the terms, covenants or conditions of this Lease to be performed or observed
by it, Landlord shall furnish to the Premises between the hours of 8:00AM and
6:00PM, Mondays through Fridays (holidays excepted) and subject to the rules and
regulations of the Complex hereinbefore referred to, reasonable quantities of
water, gas and electricity suitable for the intended use of the Premises and
heat and airconditioning required in Landlord's judgment for the comfortable use
and Occupation of the Premises for such purposes. Tenant may, from time to time,
have its staff and equipment operate on a twenty-four (24) hour-a-day, seven (7)
day-a-week schedule, and Tenant shall pay for any extra utilities used by
Tenant. Tenant agrees that at all times it will cooperate fully with Landlord
and abide by all regulations and requirements that Landlord may prescribe for
the proper
13
functioning and protection of the building heating, ventilating and
airconditioning systems. Whenever heat generating machines, equipment, or any
other devices (including exhaust fans) are used in the Premises by Tenant which
affect the temperature or otherwise maintained by the airconditioning system,
Landlord shall have the right to install supplementary airconditioning units in
the Premises and the cost thereof, including the cost of installation and the
cost of operation and maintenance thereof, shall be paid by Tenant to Landlord
upon demand by Landlord. Tenant will not, without the written consent of
Landlord, use any apparatus or device in the Premises (including, without
limitation), electronic data processing machines or machines using current in
excess of 110 Volts which will in any way increase the amount of electricity,
gas, water or airconditioning usually furnished or supplied to premises being
used as general office space, or connect with electric current (except through
existing electrical outlets in the Premises), or with gas or water pipes any
apparatus or device for the purposes of using electric current, gas, or water.
If Tenant shall require water, gas, or electric current in excess of that
usually funished or supplied to premises being used as general office space,
Tenant shall first obtain the written consent of Landlord, which consent shall
not be unreasonably withheld and Landlord may cause an electric current, gas, or
water meter to be installed in the Premises in order to measure the amount of
electric current, gas or water consumed for any such excess use. The cost of any
such meter and of the installation, maintenance and repair thereof, all charges
for such excess water, gas and electric current consumed (as shown by such
meters and the rates then charged by the furnishing public utility); and any
additional expense incurred by Landlord in keeping account of electric current,
gas, or water so consumed shall be paid by Tenant, and Tenant agrees to pay
Landlord therefor promptly upon demand by Landlord.
12. TAXES
A. As Additional Rent and in accordance with Paragraph 4 D of this Lease, Tenant
shall pay to Landlord Tenant's proportionate share of all Real Property Taxes,
which prorata share shall be allocated to the leased Premises by square footage
or other equitable basis, as calculated by Landlord. The term "Real Property
Taxes", as used herein, shall mean (i) all taxes, assessments, levies and other
charges of any kind or nature whatsoever, general and special, foreseen and
unforeseen (including all installments of principal and interest required to pay
any general or special assessments for public improvements and any increases
resulting from reassessments caused by any change in ownership of the Complex)
now or hereafter imposed by any governmental or quasi-governmental authority or
special district having the direct or indirect power to tax or levy assessments,
which are levied or assessed against, or with respect to the value, occupancy or
use of, all or any portion of the Complex (as now constructed or as may at any
time hereafter be constructed, altered, or otherwise changed) or Landlord's
interest therein; any improvements located within the Complex (regardless of
ownership); the fixtures, equipment and other property of Landlord, real or
personal, that are an integral part of and located in the Complex; or parking
areas, public utilities, or energy within the Complex; (ii) all charges, levies
or fees imposed by reason of environmental regulation or other governmental
control of the Complex, and (iii) all costs and fees (including reasonable
attorneys' fees) incurred by Landlord in contesting any Real Property Tax and in
negotiating with public authorities as to any Real Property Tax. If at any time
during the term of this Lease the taxation or assessment of the Complex
prevailing as of the commencement date of this Lease shall be altered so that in
lieu of or in addition to any Real Property Tax described above there shall be
levied, assessed or imposed (whether by reason of a change in the method of
taxation or assessment, creation of a new tax or
14
charge, or any other cause) an alternate or additional tax or charge (i) on the
value, use or occupancy of the Complex or Landlord's interest therein or (ii) on
or measured by the gross receipts, income or rentals from the Complex, on
Landlord's business of leasing the Complex, or computed in any manner with
respect to the operation of the Complex, then any such tax or charge, however
designated, shall be included within the meaning of the term "Real Property
Taxes" for purposes of this Lease. If any Real Property Tax is based upon
property or rents unrelated to the Complex, then only that part of such real
Property Tax that is fairly allocable to the Complex shall be included within
the meaning of the term "Real Property Taxes". Notwithstanding the foregoing,
the term "Real Property Taxes" shall not include estate, inheritance, gift or
franchise taxes of Landlord or the federal or state net income tax imposed on
Landlord's income from all sources.
B. Taxes on Tenant's Property
(a) Tenant shall be liable for and shall pay ten days before delinquency, taxes
levied against any personal property or trade mixtures placed by Tenant or about
the Premises. If any such taxes on Tenant's personal property or trade mixtures
are levied against Landlord or Landlord's property or if the assessed value of
the Premises is increased by the inclusion therein of a value placed upon such
personal property or trade fixtures, of Tenant and if Landlord, after written
notice to Tenant, pays the taxes based on such increased assessment, which
Landlord shall have the right to do regardless of the validity thereof, but only
under proper protest if requested by Tenant. Tenant shall upon demand, as the
cast may be, repay to Landlord the taxes so levied against Landlord, or the
proportion of such taxes resulting from such increase in the assessment,
provided that in any such event Tenant shall have the right, in the name of
Landlord and with Landlord's full cooperation, to bring suit in any court of
competent jurisdiction to recover the amount of any such taxes so paid under
protest, and any amount so recovered shall belong to Tenant.
(b) if the Tenant improvements in the Premises, whether installed, and/or paid
for by Landlord or Tenant and whether or not affixed to the real property so as
to become a part thereof, are assessed for real property tax purposes at a
valuation higher than the valuation at which standard office improvements in
other space in the Complex are assessed, then the real property taxes and
assessments levied against Landlord or the Complex by reason of such excess
assessed valuation shall be deemed to be taxes levied against personal property
of Tenant and shall be governed by the provisions of 12Ba, above. If the records
of the County Assessor are available and sufficiently detailed to serve as a
basis for determining whether said Tenant improvements are assessed at a higher
valuation than standard office improvements in other space in the Complex, such
records shall be binding on both the Landlord and the Tenant. If the records, of
the County Assessor are not available or sufficiently detailed to serve as a
basis for making said determination, the actual cost of construction shall be
used.
13. LIABILITY INSURANCE Tenant at Tenant's expense, agrees to keep in force
during the term of this Lease a policy of comprehensive public liability
insurance with limits in the amount of $500,000/$2,000,000 for injuries to or
death of persons occurring in, on or about the Premises or the Complex, and
property damage insurance with limits of $500,000. The policy or policies
affecting such insurance, certificates of insurance of which shall be furnished
to Landlord, shall name Landlord as additional insured, and shall insure any
liability of Landlord, contingent or otherwise, as respects acts or omissions of
Tenant, its agents, employees or invitees or otherwise
15
by any conduct or transactions of any of said persons in or about or concerning
the Premises issued by an insurance company admitted to transact business in the
State of California; shall provide that the insurance effected thereby shall not
be canceled, except upon thirty (30) days prior written notice to Landlord. If,
during the term of this Lease, in the considered opinion of Landlord's Lender,
insurance advisor, or counsel, the amount of insurance described in this
paragraph 13 is not adequate, Tenant agrees to increase said coverage to such
reasonable amount as Landlord's Lender, insurance advisor, or counsel shall deem
adequate, provided such increase is reasonable in light of practices and customs
respecting comparable buildings in the vicinity of the Premises.
14. TENANT'S PERSONAL PROPERTY INSURANCE AND XXXXXXX'X COMPENSATION INSURANCE
Tenant shall maintain a policy or policies of fire and property damage insurance
in "all risk" form with a sprinkler leakage endorsement insuring the personal
property, inventory, trade mixtures, and leasehold improvements within the
leased Premises for the full replacement value thereof. The proceeds from any of
such policies shall be used for the repair or replacement of such items so
insured or for other items or equipment to be used in Tenant's business to be
conducted in the Premises leased hereunder; provided, however, in the event
Tenant's ongoing business plan does not include the ongoing use of the items
insured, Tenant may use the insurance proceeds as Tenant desires.
Tenant shall also maintain a policy or policies of xxxxxxx'x compensation
insurance and any other employee benefit insurance sufficient to comply with all
laws.
15. PROPERTY INSURANCE Landlord shall purchase and keep in force and as
Additional Rent and in accordance with Paragraph 4D of this Lease, Tenant shall
pay to Landlord (or Landlord's agent if so directed by Landlord) Tenant's
proportionate share (calculated on a square footage or other equitable basis as
calculated by Landlord) of the deductibles on insurance claims and the cost of
policy or policies of insurance covering loss or damage to the Premises and
Complex in the amount of the full replacement value thereof, providing
protection against those perils included within the classification of "all
risks" insurance and flood and/or earthquake insurance, if available, plus a
policy of rental income insurance in the amount of one hundred (100%) percent of
twelve (12) months Basic Rent, plus sums paid as Additional Rent. If such
insurance cost is increased due to Tenant's use of the Premises or the Complex,
Tenant agrees to pay to Landlord the full cost of such increase. Tenant shall
have no interest in nor any right to the proceeds of any insurance procured by
Landlord for the Complex.
Landlord and Tenant do each hereby respectively release the other, to the extent
of insurance coverage of the releasing party, from any liability for loss or
damage caused by fire or any of the extended coverage casualties included in the
releasing party's insurance policies, irrespective of the cause of such fire or
casualty; provided, however, that if the insurance policy of either releasing
party prohibits such waiver, then this waiver shall not take effect until
consent to such waiver is obtained. If such waiver is so prohibited, the insured
party affected shall promptly notify the other party thereof. Notwithstanding
anything to the contrary in this Paragraph, if either party is prohibited under
its insurance policy from releasing the other party, then in lieu of such
release, said party shall name the other as an additional insured under the
policy.
16
16. See Paragraph 47.
17. COMPLIANCE Tenant, at its sole cost and expense, shall promptly comply
with all laws, statutes, ordinances and governmental rules, regulations or
requirements now or hereafter in effect; with the requirements of any board of
fire underwriters or other similar body now or hereafter constituted; and with
any direction or occupancy certificate issued pursuant to law by any public
officer; provided, however, that no such failure shall be deemed a breach of the
provisions if Tenant, immediately upon notification, commences to remedy or
rectify said failure. The judgment of any court of competent jurisdiction or the
admission of Tenant in any action against Tenant, whether Landlord be a party
thereto or not, that Tenant has violated any such law, statute, ordinance or
governmental rule, regulation, requirement, direction or provision, shall be
conclusive of that fact as between Landlord and Tenant. This paragraph shall not
be interpreted as requiring Tenant to make structural changes or improvements,
except to the extent such changes or improvements are required as a result of
Tenant's use of the Premises. Tenant shall, at its sole cost and expense, comply
with any and all requirements pertaining to said Premises, of any insurance
organization or company, necessary for the maintenance of reasonable fire and
public liability insurance covering the Premises.
18. LIENS Tenant shall keep the Premises and the Complex free from any
liens arising out of any work performed, materials furnished or obligation
incurred by Tenant. In the event that Tenant shall not, within ten (10) days
following the imposition of such lien, cause the same to be released of record,
Landlord shall have, in addition to all other remedies provided herein and by
law, the right, but no obligation, to cause the same to be released by such
means as it shall deem proper, including payment of the claim giving rise to
such lien. All sums paid by Landlord for such purpose, and all expenses incurred
by it in connection therewith, shall be payable to Landlord by Tenant on demand
with interest at the prime rate of interest as quoted by the Bank of America.
19. ASSIGNMENT AND SUBLETTING Tenant shall not assign, transfer, or
hypothecate the leasehold estate under this Lease, or any interest therein, and
shall not sublet the Premises, or any part thereof, or any right or privilege
appurtenant thereto, or suffer any other person or entity to occupy or use the
Premises, or any portion thereof, without, in each case, the prior written
consent of Landlord which consent will not be unreasonably withheld. As a
condition for granting this consent to any assignment, transfer, or subletting,
Landlord may require that Tenant agrees to pay to Landlord, as additional rent,
all rents or additional consideration received by Tenant from its assignees,
transferees, or subtenants in excess of the rent payable by Tenant to Landlord
hereunder. Tenant shall, by thirty (30) days written notice, advise Landlord of
its intent to assign or transfer Tenant's interest in the Lease or sublet the
Premises or any portion thereof for any part of the term hereof. Tenant may
proceed to locate an acceptable sublessee, assignee, or other transferee for
presentment to Landlord for Landlord's approval, all in accordance with the
terms, covenants, and conditions of this paragraph 19. In the event Tenant is
allowed to assign, transfer or sublet the whole or any part of the Premises,
with the prior written consent of Landlord, no assignee, transferee or subtenant
shall assign or transfer this Lease, either in whole or in part, or sublet the
whole or any part of the Premises, without also having obtained the prior
written consent of Landlord which consent shall not be unreasonably withheld. A
consent of Landlord to one assignment, transfer, hypothecation, subletting,
occupation or use by any other person shall not release Tenant from any of
Tenant's obligations hereunder or be deemed to be a consent to any subsequent
similar or dissimilar assignment, transfer, hypothecation, subletting,
occupation or use by any other person. Any such assignment, transfer,
hypothecation, subletting, occupation or use without such consent shall be void
and shall constitute a breach of this Lease by Tenant and shall, at the option
of Landlord exercised by written notice to Tenant, terminate this Lease. The
leasehold estate under this Lease shall not, nor shall any interest therein, be
assignable for any purpose by operation of law without the written consent of
Landlord which consent shall not be unreasonably withheld. As a condition to its
consent, Landlord may require Tenant to pay all expenses in connection with the
assignment, and Landlord may require Tenant's assignee or transferee (or other
assignees or transferees) to assume in writing all of the obligations under this
Lease and for Tenant to remain liable to Landlord under the Lease. See Paragraph
48.
20. SUBORDINATION AND MORTGAGES In the event Landlord's title or leasehold
interest is now or hereafter encumbered by a deed of trust, upon the interest of
Landlord in the land and buildings in which the demised Premises are located, to
secure a loan from a lender (hereinafter referred to as "Lender") to Landlord.
Tenant shall, at the request of Landlord or Lender, execute in writing an
agreement subordinating its rights under this Lease to the lien of such deed of
trust, or, if so requested, agreeing that the lien of Lender's deed of trust
shall be or remain subject and subordinate to the rights of Tenant under this
Lease. Notwithstanding the foregoing. See Paragraph 49.
21. ENTRY BY LANDLORD Landlord reserves, and shall at all reasonable times
during business hours and after at least 24 hours notice (except in
emergencies) have the right to enter the Premises to inspect them to perform
any services to be provided by Landlord hereunder, to submit the Premises to
prospective purchasers, mortgagors or tenants; to post notices of
nonresponsibility; and to alter, improve or repair the Premises and any portion
of the Complex, all without abatement of rent; and may erect scaffolding and
other necessary structures in or through the Premises where reasonably required
by the character of the work to be performed; provided, however, that the
business of Tenants shall be interfered with to the least extent that is
reasonably practical. For each of the foregoing purposes, any entry to the
Premises obtained by Landlord by any of said means, or otherwise, shall not
under any circumstances be construed or deemed to be a forcible or unlawful
entry into or a detainer of the Premises or an eviction, actual or
constructive, of Tenant from the Premises or any portion thereof. Landlord
shall also have the right at any time to change the arrangement or location of
entrances or passageways, doors and doorways, and corridors, elevators, stairs,
toilets or other public parts of the Complex and to change the name, number or
designation by which the Complex is commonly known, and none of the foregoing
shall be deemed an actual or constructive eviction of Tenant, or shall entitle
Tenant to any reduction of rent hereunder.
22. BANKRUPTCY AND DEFAULT The commencement of a bankruptcy action or
liquidation action or reorganization action or insolvency action or an
assignment of or by Tenant for the benefit of creditors, or any similar action
undertaken by Tenant, or the insolvency of Tenant, shall, at Landlord's option,
constitute a breach of this Lease by Tenant. If the trustee or receiver
appointed to serve during a bankruptcy, liquidation, reorganization, insolvency
or similar action elects to reject Tenant's unexpired Lease, the trustee or
receiver shall notify Landlord in writing of its election within thirty (30)
days after an order for relief in a liquidation action or within thirty (30)
days after the commencement of any action.
Within thirty (30) days after court approval of the assumption of this Lease,
the trustee or receiver shall cure (or provide adequate assurance to the
reasonable satisfaction of Landlord that the trustee or receiver shall cure) any
and all previous defaults under the unexpired Lease and shall compensate
Landlord for all actual pecuniary loss and shall provide adequate assurance of
future performance under said Lease to the reasonable satisfaction of Landlord.
Adequate assurance of future performance, as used herein, includes, but shall
not be limited to: (i) assurance of source and payment of rent, and other
consideration due under this Lease; (ii) assurance that the assumption or
assignment of this Lease will not breach substantially any provision, such as
radius, location, use, or exclusivity provision, in any agreement relating to
the above described Premises.
Nothing contained in this section shall affect the existing right of Landlord to
refuse to accept an assignment upon commencement of or in connection with a
bankruptcy, liquidation, reorganization or insolvency action or an assignment of
Tenant for the benefit of creditors or other similar act. Nothing contained in
this Lease shall be construed as giving or granting or creating an equity in the
demised Premises to Tenant. In no event shall the leasehold estate under this
Lease, or any interest therein, be assigned by voluntary or involuntary
bankruptcy proceeding without the prior written consent of Landlord. In no event
shall this Lease or any rights or privileges hereunder be an asset of Tenant
under any bankruptcy, insolvency or reorganization proceedings.
The failure to perform or honor any covenant, condition or representation made
under this Lease shall constitute a default hereunder by Tenant upon expiration
of the appropriate grace period hereinafter provided. Tenant shall have a period
of fifteen (15) days from the date of written notice from Landlord within which
to cure any default in the payment of rental or adjustment thereto. Tenant shall
have a period of thirty (30) days from the date of written notice from Landlord
within which to cure any other default under this Lease; provided, however, that
if the nature of Tenant's failure is such that more than thirty (30) days is
reasonably required to cure the same, Tenant shall not be in default so long as
Tenant commences performance within such thirty (30) day period and thereafter
prosecutes the same to completion. Upon an uncured default of this Lease by
Tenant, Landlord shall have the following rights and remedies in addition to any
other rights or remedies available to Landlord at law or in equity:
(a). The rights and remedies provided for by California Civil Code Section
1951.2, including, but not limited to, recovery of the worth at the time of
award of the amount by which the unpaid rent for the balance of the term after
the time of award exceeds the amount of rental loss for the same period that
Tenant proves could be reasonably avoided, as computed pursuant to subsection
(b) of said Section 1951.2. Any proof by Tenant under subparagraphs (2) and (3)
of Section 1951.2 of the California Civil Code of the amount of rental loss that
could be reasonably avoided shall be made in the following manner. Landlord and
Tenant shall each select a licensed real estate broker in the business of
renting property of the same type and use as the Premises and in the same
geographic vicinity. Such two real estate brokers shall select a third licensed
real estate
17
broker, and the three licensed real estate brokers so selected shall determine
the amount of the rental loss that could be reasonably avoided from the balance
of the term of this Lease after the time of award. The decision of the majority
of said licensed real estate brokers shall be final and binding upon the
parties hereto.
(b). The rights and remedies provided by California Civil Code Section which
allows Landlord to continue the Lease in effect and to enforce all of its
rights and remedies under this Lease, including the right to recover rent as it
becomes due, for so long as Landlord does not terminate Tenant's right to
possession; acts of maintenance or preservation, efforts to relet the Premises,
or the appointment of a receiver upon Landlord's initiative to protect its
interest under this Lease shall not constitute a termination of Tenant's right
to possession.
(c). The right to terminate this Lease by giving notice to Tenant in
accordance with applicable law.
(d). To the extent permitted by law, the right and power to enter the
Premises and remove therefrom all persons and property, to store such property
in a public warehouse or elsewhere at the cost of and for the account of
Tenant, and to sell such property and apply such proceeds therefrom pursuant to
applicable California law. Landlord may from time to time sublet the Premises
or any part thereof for such term or terms (which may extend beyond the term of
this Lease) and at such rent and such other terms as Landlord in its sole
discretion may deem advisable, with the right to make alterations and repairs
to the Premises. Upon each subletting, (i) Tenant shall be immediately liable
to pay Landlord, in addition to indebtedness other than rent due hereunder, the
cost of such subletting, including, but not limited to, reasonable attorneys'
fees, and any real estate commissions actually paid, and the cost of such
alterations and repairs incurred by Landlord and the amount, if any, by which
the rent hereunder for the period of such subletting (to the extent such period
does not exceed the term hereof) exceeds the amount to be paid as rent for the
Premises for such period or (ii) at the option of Landlord, rents received from
such subletting shall be applied first to payment of indebtedness other than
rent due hereunder from Tenant to Landlord; second, to the payment of any costs
of such subletting and of such alterations and repairs; third to payment of
rent due and unpaid hereunder; and the residue, if any, shall be held by
Landlord and applied in payment of future rent as the same becomes due
hereunder. If Tenant has been credited with any rent to be received by such
subletting under option (i) and such rent shall not be promptly paid to
Landlord by the subtenant(s), or if such rentals received from such subletting
under option (ii) during any month be less than that to be paid during that
month by Tenant hereunder, Tenant shall pay such deficiency to Landlord. Such
deficiency shall be calculated and paid monthly. For all purposes set forth in
this subparagraph d., No taking possession of the Premises by Landlord shall be
construed as an election on its part to terminate this Lease unless a written
notice of such intention be given to Tenant. Notwithstanding any such
subletting without termination. Landlord may at any time hereafter elect to
terminate this Lease for such previous breach.
(e). The right to have a receiver appointed for Tenant upon application by
Landlord, to take possession of the Premises and to apply any rental collected
from the Premises and to exercise all other rights and remedies granted to
Landlord pursuant to subparagraph d. above.
23. ABANDONMENT Tenant shall not vacate or abandon the Premises at any time
during the term of this Lease (except that Tenant may vacate so long as it pays
rent, provides an on-site security guard during normal business hours from
Monday through Friday, and otherwise performs its obligations hereunder) and if
Tenant shall abandon, vacate or surrender said Premises, or be dispossessed by
the process of law, or otherwise, any personal property belonging to Tenant and
left on the Premises shall be deemed to be abandoned, at the option of
Landlord, except such property as may be mortgaged to Landlord.
24. DESTRUCTION In the event the Premises are destroyed in whole or in part
from any cause, except for routine maintenance and repairs and incidental damage
and destruction caused from vandalism and accidents for which Tenant is
responsible for under Paragraph 10. Landlord may, at its option:
(a) Rebuild or restore the Premises to their condition prior to the damage or
destruction, or
(b) Terminate this Lease (providing that the Premises is damaged to the
extent of 33 1/3% of the replacement cost and provided, however, that Landlord
shall be obligated to promptly rebuild or restore the Premises if Landlord
reasonably estimates that such repairs can be made within one hundred twenty
(120) days from the date of such damage or destruction).
If Landlord does not give Tenant notice in writing within thirty (30) days
from the destruction of the Premises of its election to either rebuild and
restore them, or to terminate this Lease, Landlord shall be deemed to have
elected to rebuild or restore them, in which event Landlord agrees, at its
expense, promptly to rebuild or restore the Premises to their condition prior
to the damage or destruction. Tenant shall be entitled to a reduction in rent
while such repair is being made in the proportion that the area of the Premises
rendered untenantable by such damage bears to the total area of the Premises.
If Landlord initially estimates that the rebuilding or restoration will exceed
120 days or if Landlord does not complete the rebuilding or restoration
within one hundred twenty (120) days following the date of destruction (such
period of time to be extended for delays caused by the fault or neglect of
Tenant or because of Acts of God, acts of public agencies, labor disputes,
strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain
materials, supplies or fuels, acts of contractors or subcontractors, or delay
of the contractors or subcontractors due to such causes or other contingencies
beyond the control of Landlord), then Tenant shall have the right to terminate
this Lease by giving fifteen (15) days prior written notice to Landlord.
Notwithstanding anything herein to the contrary, Landlord's obligation to
rebuild or restore shall be limited to the building and interior improvements
constructed by Landlord as they existed as of the commencement date of the Lease
and shall not include restoration of Tenant's trade fixtures, equipment,
merchandise, or any improvements, alterations or additions made by Tenant to
the Premises, which Tenant shall forthwith replace or fully repair at Tenant's
sole cost and expense provided this Lease is not cancelled according to the
provisions above.
Unless this Lease is terminated pursuant to the foregoing provisions, this
Lease shall remain in full force and effect. Tenant hereby expressly waives the
provisions of Section 1932, Subdivision 2, in Section 1933, Subdivision 4 of
the California Civil Code.
In the event that the building in which the Premises are situated is damaged
or destroyed to the extent of not less than 33 1/3% of the replacement cost
thereof, Landlord may elect to terminate this Lease, whether the Premises be
injured or not.
25. EMINENT DOMAIN If all or any part of the Premises shall be taken by any
public or quasi-public authority under the power of eminent domain or
conveyance in lieu thereof, this Lease shall terminate as to any portion of the
Premises so taken or conveyed on the date when title vests in the condemnor,
and Landlord shall be entitled to any and all payment, income, rent, award, or
any interest therein whatsoever which may be paid or made in connection with
such taking or conveyance, and Tenant shall have no claim against Landlord or
otherwise for the value of any unexpired term of this Lease. Notwithstanding
the foregoing paragraph, any compensation specifically awarded Tenant for loss
or business, Tenant's personal property, moving cost or loss of goodwill, shall
be and remain the property of Tenant.
If (i) any action or proceeding is commenced for such taking of the Premises
or any substantial part thereof, or if Landlord is advised in writing by any
entity or body having the right or power of condemnation of its intention to
condemn the premises or any portion thereof, or (ii) any of the foregoing
events occur with respect to the taking of any space in the Complex not leased
hereby, or if any such spaces so taken or conveyed in lieu of such taking and
Landlord shall decide to discontinue the use and operation of the Complex, or
decide to demolish, alter or rebuild the Complex, then, in any of such events
Landlord shall have the right to terminate this Lease by giving Tenant written
notice thereof within sixty (60) days of the date of receipt of said written
advice, or commencement of said action or proceeding, or taking conveyance,
which termination shall take place as of the first to occur of the last day of
the calendar month next following the month in which such notice is given or
the date on which title to the Premises shall vest in the condemnor.
In the event of such a partial taking or conveyance of the Premises, if the
portion of the Premises taken or conveyed is so substantial that the Tenant can
no longer reasonably conduct its business, Tenant shall have the privilege of
terminating this Lease within sixty (60) days from the date of such taking or
conveyance, upon written notice to Landlord of its intention so to do, and upon
giving of such notice this Lease shall terminate on the last day of the
calendar month next following the month in which such notice is given, upon
payment by Tenant of the rent from the date of such taking or conveyance to the
date of termination.
If a portion of the Premises be taken by condemnation or conveyance in lieu
thereof and neither Landlord nor Tenant shall terminate this Lease as provided
herein, this Lease shall continue in full force and effect as to the part of
the Premises not so taken or conveyed, and the rent herein shall be apportioned
as of the date of such taking or conveyance so that thereafter the rent to be
paid by Tenant shall be in the ratio that the area of the portion of the
Premises not so taken or conveyed bears to the total area of the Premises
prior to such taking.
26. SALE OR CONVEYANCE BY LANDLORD In the event of a sale or conveyance of the
Complex or any interest therein, by any owner of the reversion then
constituting Landlord, the transferor shall thereby be released from any
further liability upon any of the terms, covenants or conditions (express or
implied) herein contained in favor of Tenant, and in such event, insofar as
such transfer is concerned, Tenant agrees to look solely to the responsibility
of the successor in interest of such transferor in and to the Complex and this
Lease. This Lease shall not be affected by any such sale or conveyance, and
Tenant agrees to attorn to the successor in interest of such transferor. See
Xxxxxxxxx 00
00. ATTORNMENT TO LENDER OR THIRD PARTY In the event the interest of Landlord
in the land and buildings in which the leased Premises are located (whether
such interest of Landlord is a fee title interest or a leasehold interest) is
encumbered by deed of trust, and such interest is acquired by the lender or any
third party through judicial foreclosure or by exercise of a power of sale at
private trustee's foreclosure sale, Tenant hereby agrees to attorn to the
purchaser at any such foreclosure sale and to recognize such purchaser as the
Landlord under this Lease. In the event the lien of the deed of trust securing
the loan from a Lender to Landlord is prior and paramount to the Lease, this
Lease shall nonetheless continue in full force and effect for the remainder of
the unexpired term hereof, at the same rental herein reserved and upon all the
other terms, conditions and covenants herein contained.
28. HOLDING OVER Any holding over by Tenant after expiration or other
termination of the term of this Lease with the written consent of Landlord
delivered to Tenant shall not constitute a renewal or extension of the Lease or
give Tenant any rights in or to the leased Premises except as expressly
provided in this Lease. Any holding over after the expiration or other
termination of the term of this Lease, with the consent of Landlord, shall be
construed to be a tenancy from month to month, on the same terms and conditions
herein specified insofar as applicable except that the monthly Basic Rent shall
be increased to an amount equal to one hundred thirty (130%) percent of the
monthly Basic Rent required during the last month of the Lease term.
page 6 of 8
18
29. CERTIFICATE OF ESTOPPEL Tenant shall at any time upon not less than ten
(10) days' prior written notice to Landlord execute, acknowledge and deliver to
Landlord a statement in writing (i) certifying that this Lease is unmodified
and in full force and effect (or, if modified, stating the nature of such
modification and certifying that this Lease, as so modified, is in full force
and effect) and the date to which the rent and other charges are paid in
advance, if any, and (ii) acknowledging that there are not, to Tenant's
knowledge, any uncured defaults on the part of Landlord hereunder, or
specifying such defaults, if any, are claimed. Any such statement may be
conclusively relied upon by any prospective purchaser or encumbrancer of the
Premises. Tenant's failure to deliver such statement within such time shall be
conclusive upon Tenant that this Lease is in full force and effect, without
modification except as may be represented by Landlord; that there are no
uncured defaults in Landlord's performance, and that not more than one month's
rent has been paid in advance.
30. CONSTRUCTION CHANGES It is understood that the description of the Premises
and the location of ductwork, plumbing and other facilities therein are subject
to such minor changes as Landlord or Landlord's architect determines to be
desirable in the course of construction of the Premises, and no such changes,
or any changes in plans for any other portions of the Complex shall affect
this Lease or entitle Tenant to any reduction of rent hereunder or result in
any liability of Landlord to Tenant. Landlord does not guarantee the accuracy
of any drawings supplied to Tenant and verification of the accuracy of such
drawings rests with Tenant.
31. RIGHT OF LANDLORD TO PERFORM All terms, covenants and conditions of this
Lease to be performed or observed by Tenant shall be performed or observed by
Tenant at Tenant's sole cost and expense and without any reduction of rent. If
Tenant shall fail to pay any sum of money, or other rent, required to be paid
by it hereunder or shall fail to perform any other term or covenant hereunder
on its part to be performed, and such failure shall continue for five (5) days
after written notice thereof by Landlord. Landlord, without waiving or
releasing Tenant from any obligation of Tenant hereunder, may, but shall not be
obligated to, make any such payment or perform any such other term or covenant
on Tenant's part to be performed. All sums so paid by Landlord and all
necessary costs of such performance by Landlord together with interest thereon
at the rate of the prime rate of interest per annum as quoted by the Bank of
America from the date of such payment or performance by Landlord, shall be paid
(and Tenant covenants to make such payment) to Landlord on demand by Landlord,
and Landlord shall have (in addition to any other right or remedy of Landlord)
the same rights and remedies in the event of nonpayment by Tenant as in the
case of failure by Tenant in the payment of rent hereunder.
32. ATTORNEYS' FEES.
(A) In the event that either Landlord or Tenant should bring suit for
the possession of the Premises, for the recovery of any sum due under this
Lease, or because of the breach of any provision of this Lease, or for any other
relief against the other party hereunder, then all costs and expenses, including
reasonable attorneys' fees, incurred by the prevailing party therein shall be
paid by the other party, which obligation on the part of the other party shall
be deemed to have accrued on the date of the commencement of such action and
shall be enforceable whether or not the action is prosecuted to judgement.
(B) Should Landlord be named as a defendant in any suit brought against
Tenant in connection with or arising out of Tenant's occupancy hereunder.
Tenant shall pay to Landlord its costs and expenses incurred in such suit,
including a reasonable attorney's fee, except in the event caused by Landlord's
negligence or willful misconduct.
33. WAIVER The waiver by either party of the other party's failure to perform
or observe any term, covenant or condition herein contained to be performed or
observed by such waiving party shall not be deemed to be a waiver of such term,
covenant or condition or of any subsequent failure of the party failing to
perform or observe the same or any other such term, covenant or condition
therein contained, and no custom or practice which may develop between the
parties hereto during the term hereof shall be deemed a waiver of, or in any
way affect, the right of either party to insist upon performance and observance
by the other party in strict accordance with the terms hereof.
34. NOTICES All notices, demands, requests, advices or designations which may
be or are required to be given by either party to the other hereunder shall be
in writing. All notices, demands, requests, advices or designations by Landlord
to Tenant shall be sufficiently given, made or delivered if personally served on
Tenant by leaving the same at the Premises or if sent by United States certified
or registered mail, postage prepaid, addressed to Tenant at the Premises. All
notices demands, requests, advices or designations by Tenant to Landlord shall
be sent by United States certified or registered mail, postage prepaid,
addressed to Landlord at its offices at Xxxxx/Arrillage, 0000 Xxxxxxx Xxxxxxx
Xxxx., Xxxxx 000, Xxxxx Xxxxx, XX 00000. Each notice, request, demand, advice or
designation referred to in this paragraph shall be deemed received on the date
of the personal service 3 days after or 3 days after mailing thereof in the
manner herein provided, as the case may be.
35. EXAMINATION OF LEASE Submission of this instrument for examination or
signature by Tenant does not constitute a reservation of or option for a lease,
and this instrument is not effective as a lease or otherwise until its
execution and delivery by both Landlord and Tenant.
36. DEFAULT BY LANDLORD Landlord shall not be in default unless Landlord fails
to perform obligations required of Landlord within a reasonable time, but in no
event earlier than thirty (30) days after written notice by Tenant to Landlord
and to the holder of any first mortgage or deed of trust covering the Premises
whose name and address shall have heretofore been furnished to Tenant in
writing, specifying wherein Landlord has failed to perform such obligations;
provided, however, that if the nature of Landlord's obligations is such that
more than thirty (30) days are required for performance, then landlord shall
not be in default if Landlord commences performance within such thirty (30) day
period and thereafter diligently prosecutes the same to completion.
37. CORPORATE AUTHORITY If Tenant is a corporation, for a partnership each
individual executing this Lease on behalf of said corporation (or partnership)
represents and warrants that he is duly authorized to execute and deliver this
Lease on behalf of said corporation (or partnership) in accordance with the
by-laws of said corporation (or partnership in accordance with the partnership
agreement) and that this Lease is binding upon said corporation (or
partnership) in accordance with its terms. If Tenant is a corporation, Tenant
shall, within thirty (30) days after execution of this Lease, deliver to
Landlord a certified copy of the resolution of the Board of Directors of said
corporation authorizing or ratifying the execution of this Lease.
39. LIMITATION OF LIABILITY In consideration of the benefits accruing
hereunder, Tenant and all successors and assigns covenant and agree that, in the
event of any actual or alleged failure, breach or default hereunder by Landlord:
(i) the sole and exclusive remedy shall be against Landlord and
Landlord's assets;
(ii) no partner of Landlord shall be sued or named as a party in any
suit or action (except as may be necessary to secure jurisdiction of the
partnership)
(iii) no service of process shall be made against any partner of
Landlord (except as may be necessary to secure jurisdiction of the partnership)
(iv) no partner of Landlord shall be required to answer or otherwise
plead to any service of process;
(v) no judgment will be taken against any partner of Landlord.
(vi) any judgment taken against any partner of Landlord may be vacated
and set aside at any time without hearing;
(vii) no writ of execution will ever be levied against the assets of
any partner of Landlord;
(viii) these covenants and agreements are enforceable both by Landlord
and also by any partner of Landlord.
Tenant agrees that each of the foregoing covenants and agreements shall
be applicable to any covenant or agreement either expressly contained in this
Lease or imposed by statute or at common law.
page 7 of 8
19
40. MISCELLANEOUS AND GENERAL PROVISIONS
a. Tenant shall not, without the written consent of Landlord, use the
name of the building for any purpose other than as the address of the
business conducted by Tenant in the Premises.
b. This Lease shall in all respects be governed by and construed in
accordance with the laws of the State of California. If any provision
of this Lease shall be invalid, unenforceable or ineffective for any
reason whatsoever, all other provisions hereof shall be and remain in
full force and effect.
c. The term "Premises" includes the space leased hereby and any
improvements now or hereafter installed therein or attached thereto. The
term "Landlord" or any pronoun used in place thereof includes the plural
as well as the singular and the successors and assigns of Landlord. The
term "Tenant" or any pronoun used in place thereof includes the plural
as well as the singular and individuals, firms, associations,
partnerships and corporations, and their and each of their respective
heirs, executors, administrators, successors and permitted assigns,
according to the context hereof, and the provisions of this Lease shall
inure to the benefit of and bind such heirs, executors, administrators,
successors and permitted assigns.
The term "person" includes the plural as well as the singular and
individuals, firms, associations, partnerships and corporations. Words
used in any gender include other genders. If there be more than one
Tenant the obligations of Tenant hereunder are joint and several. The
paragraph headings of this Lease are for convenience of reference only
and shall have no effect upon the construction or interpretation of any
provision hereof.
d. Time is of the essence of this Lease and of each and all of its
provisions.
e. At the expiration or earlier termination of this Lease, Tenant shall
execute, acknowledge and deliver to Landlord, within ten (10) days after
written demand from Landlord to Tenant, any quitclaim deed or other
document required by any reputable title company, licensed to operate in
the State of California, to remove the cloud or encumbrance created by
this Lease from the real property of which Tenant's Premises are a part.
f. This instrument along with any exhibits and attachments hereto
constitutes the entire agreement between Landlord and Tenant relative to
the Premises and this agreement and the exhibits and attachments may be
altered, amended or revoked only by an instrument in writing signed by
both Landlord and Tenant. Landlord and Tenant agree hereby that all
prior or contemporaneous oral agreements between and among themselves
and their agents or representatives relative to the leasing of the
Premises are merged in or revoked by this agreement.
g. Neither Landlord nor Tenant shall record this Lease or a short form
memorandum hereof without the consent of the other.
h. Tenant further agrees to execute any amendments required by a lender
to enable Landlord to obtain financing, so long as Tenant's rights
hereunder are not substantially affected.
i. Paragraphs 43 through 53 are added hereto and are included as a part
of this lease.
j. Clauses, plans and riders, if any, signed by Landlord and Tenant and
endorsed on or affixed to this Lease are a part hereof.
k. Tenant covenants and agrees that no diminution or shutting off of
light, air or view by any structure which may be hereafter erected
(whether or not by Landlord) shall in any way affect his Lease, entitle
Tenant to any reduction of rent hereunder or result in any liability of
Landlord to Tenant.
41. BROKERS Tenant warrants that it had dealings with only the following real
estate brokers or agents in connection with the negotiation of this Lease: none
and that it knows of no other real estate broker or agent who is entitled to a
commission in connection with this Lease.
42. SIGNS No sign, placard, picture, advertisement, name or notice shall be
inscribed, displayed or printed or affixed on or to any part of the outside of
the Premises or any exterior windows of the Premises without the written consent
of Landlord first had and obtained and Landlord shall have the right to remove
any such sign, placard, picture, advertisement, name or notice without notice to
and at the expense of Tenant. If Tenant is allowed to print or affix or in any
way place a sign in, on, or about the Premises, upon expiration or other sooner
termination of this Lease, Tenant at Tenant's sole cost and expense shall both
remove such sign and repair all damage in such a manner as to restore all
aspects of the appearance of the Premises to the condition prior to the
placement of said sign.
All approved signs or lettering on outside doors shall be printed, painted,
affixed or inscribed at the expense of Tenant by a person approved of by
Landlord. Tenant shall not place anything or allow anything to be placed
near the glass of any window, door partition or wall which may appear
unsightly from outside the Premises. Tenant may place a directional sign in
a location near the driveway preapproved by Landlord.
IN WITNESS WHEREOF, Landlord and Tenant have executed and delivered this
Lease as of the day and year first above written.
LANDLORD: TENANT:
XXXX XXXXXXXXX SEPARATE ACCELGRAPHICS, INC.
PROPERTY TRUST a California Corporation
By /s/ Xxxx Xxxxxxxxx By /s/ Xxxxxxx X. Xxxx
------------------------------ ----------------------------
Xxxx Xxxxxxxxx, Trustee Xxxxxxx X. Xxxx, President and
Chief Executive Officer
XXXXXXX X. XXXXX SEPARATE
PROPERTY TRUST
By /s/ Xxxxxxx X. Xxxxx
------------------------------
Xxxxxxx X. Xxxxx, Trustee
20
Paragraphs 43 through 53 to Lease Agreement Dated December 16, 1994, By and
Between Xxxx Xxxxxxxxx and Xxxxxxx X. Xxxxx Separate Property Trusts, as
Landlord, and AccelGraphics, Inc., a California corporation, as Tenant for
12,833+/- Square Feet of Space Located at 0000 Xxxxxx Xxxx, Xxx Xxxx, 00000.
43. BASIC RENT: In accordance with Paragraph 4A herein, the total aggregate sum
of FOUR HUNDRED FIFTEEN THOUSAND SEVEN HUNDRED EIGHTY NINE AND 20/100 DOLLARS
($415,789.20), shall be payable as follows:
For the period of January 15, 1995 through March 31, 1995, no Basic Rent
shall be due; however, Tenant shall be responsible for all Additional Rent
expenses as outlined in Paragraph 4D from the Commencement Date of the Lease.
On April 1, 1995, the sum of TEN THOUSAND NINE HUNDRED EIGHT AND 05/100
DOLLARS ($10,908.05) shall be due, and a like sum due on the first day of each
month thereafter, through and including March 1, 1996.
On April 1, 1996, the sum of ELEVEN THOUSAND FIVE HUNDRED FORTY NINE AND
70/100 DOLLARS ($11,549.70) shall be due, and a like sum due on the first day of
each month thereafter, through and including March 1, 1997.
On April 1, 1997, the sum of TWELVE THOUSAND ONE HUNDRED NINETY ONE AND
35/100 DOLLARS ($12,191.35) shall be due, and a like sum due on the first day of
each month thereafter, through and including March 1, 1998; or until the entire
aggregate sum of FOUR HUNDRED FIFTEEN THOUSAND SEVEN HUNDRED EIGHTY NINE AND
20/100 DOLLARS ($415,789.20) has been paid.
44. "AS-IS" BASIS: Subject only to Landlord making the improvements shown on
Exhibit B to be attached hereto, it is hereby agreed that the Premises leased
hereunder is leased strictly on an "as-is" basis and in its present condition,
and in the configuration as shown on Exhibit B to be attached hereto, and by
reference made a part hereof It is specifically agreed between the parties that
after Landlord makes the interior improvements as shown on Exhibit B, Landlord
shall not be required to make, nor be responsible for any cost, in connection
with any repair, restoration, and/or improvement to the Premises in order for
this Lease to commence, or thereafter, throughout the Term of this Lease (except
as noted in Paragraphs 45 and 46). Landlord makes no warranty or representation
of any kind or nature whatsoever as to the condition or repair of the Premises,
nor as to the use or occupancy which may be made thereof.
21
45. PUNCH LIST: In addition to and notwithstanding anything to the contrary in
Paragraphs 8 and 44 of this Lease, Tenant shall have thirty (30) days after the
Commencement Date to provide Landlord with a written "punch list" pertaining to
latent defects in the Building and in the interior improvements constructed by
Landlord for Tenant. Landlord shall have thirty (30) days thereafter (or longer
if necessary, provided Landlord is diligently pursuing the completion of the
same) to complete the "punch list" items without the Commencement Date of the
Lease and Tenant's obligation to pay Rental thereunder being affected.
Notwithstanding the foregoing, a crack in the foundation, or exterior walls that
does not endanger the structural integrity of the building, or which is not
life-threatening, shall not be considered material, nor shall Landlord be
responsible for repair of same. This Paragraph shall be of no force and effect
if Tenant shall fail to give any such notice to Landlord within thirty (30) days
after the commencement of the term of this Lease.
46. MAINTENANCE OF THE PREMISES: In addition to, and notwithstanding anything to
the contrary in Xxxxxxxxx 00, Xxxxxxxx shall maintain the structural shell,
foundation, and roof structure (but not the interior improvements, roof
membrane, subject to the conditions noted herein, or glazing) of the building
leased hereunder at Landlord's cost and expense provided Tenant has not caused
such damage, in which event Tenant shall be responsible for 100 percent of any
such costs for repair or damage so caused by the Tenant. Notwithstanding the
foregoing, a crack in the foundation, or exterior walls that does not endanger
the structural integrity of the building, or which is not life-threatening,
shall not be considered material, nor shall Landlord be responsible for repair
of same. During the first sixty (60) day period of the Lease Term, Landlord
shall be responsible for any costs for repair or damage to the roof membrane,
provided Tenant has not caused such damage, in which event Tenant shall be
responsible for one hundred (100%) percent of any such costs for repair or
damage to the roof membrane so caused by Tenant. Tenant shall be responsible for
paying its pro rata share for the cost of maintaining the roof membrane
throughout the Term of the Lease.
Landlord will be responsible for having made and for the payment of any
necessary repairs, as reasonably determined by Landlord, (excluding maintenance)
to the HVAC system, plumbing and standard electrical wiring during the first
sixty (60) day period in the initial Lease Term, provided however, any repair
resulting from Tenant's use will be paid for one hundred (100%) percent by
Tenant. Tenant shall notify Landlord of any such necessary repairs and Landlord
will approve such repairs and the related cost before such repairs are made.
47. INDEMNIFICATION: Landlord shall not be liable to Tenant and Tenant hereby
waives all claims against Landlord for any injury to or death of any person or
damage to or destruction of property in or about the Premises or the Complex by
or from any cause whatsoever, including without limitation, gas, fire, oil,
electricity, or leakage of any character from the roof, walls, basement or other
portion of the Premises or the Complex but excluding, however, the willful
misconduct or negligence of Landlord, its agents, servants, employees, invitees,
or contractors so long as Landlord has first received notice of the
problem/defect resulting in injury, death, damage or destruction as a
consequence of its negligence and to the extent such damage or destruction can
be restored and Landlord has had a reasonable time in which to repair same,
provided, however, Landlord is responsible for repairing such damage under this
Lease. Except as to injury
22
to persons or damage to property to the extent arising from the willful
misconduct or the negligence of Landlord, its agents, servants, employees,
invitees, or contractors, Tenant shall hold Landlord harmless from and defend
Landlord against any and all expenses, including reasonable attorneys' fees, in
connection therewith, arising out of any injury to or death of any person or
damage to or destruction of property occurring in, on or about the Premises, or
any part thereof, from any cause whatsoever.
48. ASSIGNMENT AND SUBLETTING CONTINUED: In addition to and notwithstanding
anything to the contrary in Paragraph 19 of this Lease, Tenant shall be entitled
to assign or sublet without Landlord's consent (but shall still give Landlord
notice thereof) to any parent or subsidiary corporation, or corporation with
which Tenant merges or consolidates, or to whom Tenant sells all or
substantially all of its assets, provided no such assignment or subletting will
release the Tenant from Tenant's obligations under this Lease.
49. SUBORDINATION, CONTINUED: Notwithstanding anything to the contrary in
Paragraph 20 of this Lease, Tenant shall not be required to subordinate unless
it receives an agreement enforceable by Tenant from the holder of the interest
to which this Lease is being subordinated that Tenant's possession under this
Lease shall not be disturbed if Tenant is not in default and so long as Tenant
shall pay all rent and observe and perform all of the provisions of this Lease.
50. SALE OR CONVEYANCE BY LANDLORD, CONTINUED: Not withstanding anything
to the contrary in the Lease, if Landlord sells or otherwise convoys its
interest in the Premises, Landlord shall not be relieved of its obligation under
the Lease, unless and until Landlord transfers the balance of Tenant's Security
Deposit to its successor and the successor assumes in writing Landlord's
obligations under the Lease.
51. OPTION TO EXTEND LEASE FOR THREE (3) YEARS: Provided Tenant is not in
default (pursuant to Paragraph 22 of the Lease, i.e., Tenant has received notice
and any applicable cure period has expired without cure) of any of the terms,
covenants, and conditions of this Lease Agreement, Landlord hereby grants to
Tenant an Option to Extend this Lease Agreement for an additional three (3) year
period (the "Extended Term") upon the following terms and conditions:
A. Tenant shall give Landlord written notice of Tenant's exercise of this
Option to Extend not later than September 30, 1997, in which event the Lease
shall be considered extended for an additional three (3) years upon the same
terms and conditions, absent this Paragraph 5 1, and subject to the Basic Rental
set forth below. In the event that Tenant timely exercise Tenant's option as set
forth herein in writing, Tenant shall have no further Option to Extend this
Lease, and this Lease shall continue in full force and effect for the remaining
term hereof, absent of this Paragraph 5 1.
B. The following summarizes the per square foot charge by period under the
Lease Agreement that would be applied to the Extended Term:
23
Monthly
Period PSF Rate Basic Rental
------ -------- ------------
04/01/98-03/31/99 $1.00 $12,833.00
04/01/99-03/31/00 $1.05 $13,474.65
04/01/00-03/31/01 $1.10 $14,116.30
C. The option rights of Tenant under this Paragraph, and the Extended
Term thereunder, are granted for Tenant's personal benefit and may not be
assigned or transferred by Tenant, except to a parent corporation, subsidiary
corporation, or corporation with which Tenant merges or consolidates or to whom
Tenant sells all or substantially all of its assets as provided for in Paragraph
48, either voluntarily or by operation of law, in any manner whatsoever. In the
event that Landlord consents to a sublease or assignment under Paragraph 19, the
option granted herein and any Extended Term thereunder shall be void and of no
force and effect, whether or not Tenant shall have purported to exercise such
option prior to such assignment or sublease, except an assignment or sublease to
a parent corporation, subsidiary corporation, or corporation with which Tenant
merges or consolidates or to whom Tenant sells all or substantially all of its
assets.
D. INCREASED SECURITY DEPOSIT: In the event the term of Tenant's Lease
is extended pursuant to this Paragraph 51, Tenant's Security Deposit shall be
increased to equal the Basic Rental due for the last month of the Extended Term
($14,116.30).
52. CONSENT: Whenever the consent of one party to the other is required
hereunder, such consent shall not be unreasonably withheld.
53. HAZARDOUS MATERIALS: Landlord and Tenant agree as follows with respect to
the existence or use of "Hazardous Materials" (as defined herein) on, in, under
or about the Premises and real property located beneath said Premises
(hereinafter collectively referred to as the "Property") and the Complex:
As used herein, the term "Hazardous Materials" shall mean any hazardous or toxic
substance, material or waste which is or becomes subject to or regulated by any
local governmental authority, the State of California, or the United States
Government. The term "Hazardous Materials" includes, without limitation any
material or hazardous substance which is (i) listed under Article 9 or defined
as "hazardous" or "extremely hazardous" pursuant to Article II of Title 22 of
the California Administrative Code, Division 4, Chapter 30, (ii) listed or
defined as a "hazardous waste" pursuant to the Federal Resource Conservation and
Recovery Act, Section 42 U.S.C. Section 6901 et. seq., (iii) listed or defined
as a "hazardous substance" pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601 et. seq. (42 U.S.C.
Section 9601), (iv) petroleum or any derivative of petroleum, or (v) asbestos.
Subject to the terms of this Paragraph 53, Tenant shall have no obligation to
"clean up", reimburse, release, indemnify, or defend Landlord with respect to
any Hazardous Materials which Tenant (prior to and during the term of the Lease)
or other parties on the Property (during the term of this Lease) did not store,
dispose, or transport in, use, or cause to be on the Property or the Complex in
violation of applicable law.
24
Tenant will be 100 percent liable and responsible for: (i) any and all "cleanup"
of said Hazardous Materials contamination which Tenant, its agents, employees,
contractors, invitees or its future subtenants and/or assignees (if any), or
other parties on the Property, does store, dispose, or transport in, use or
cause to be on the Property and which Tenant, its agents, employees,
contractors, invitees or its future subtenants and/or assignees (if any), or
other parties on the Property, does store, dispose, or transport in, use or
cause to be on the Property, and (ii) any claims, including third party claims,
resulting from such Hazardous Materials contamination. Tenant shall indemnify
Landlord and hold Landlord harmless from any liabilities, demands, costs,
expenses and damages, including, without limitation, attorney fees incurred as a
result of any claims resulting from such Hazardous Materials contamination.
Tenant also agrees not to use or dispose of any Hazardous Materials on the
Property or the Complex without first obtaining Landlord's written consent. In
the event consent is granted by Landlord, Tenant agrees to complete compliance
with governmental regulations, and prior to the termination of said Lease Tenant
agrees to follow the proper closure procedures and will obtain a clearance from
the local fire department and/or the appropriate city agency. If Tenant uses
Hazardous Materials, Tenant also agrees to install, at Tenant's expense, such
Hazardous Materials monitoring devices as Landlord deems reasonably necessary.
It is agreed that the Tenant's responsibilities related to Hazardous Materials
will survive the termination date of the Lease and that Landlord may obtain
specific performance of Tenant's responsibilities under this Paragraph 53.
25
SERVICE AGREEMENT
Altamonte Lakeside Executive Suites
Name of Client: ACCELGRAPHICS, INC. - Xxxx Xxxxxxxxx
Address: 0000 Xxxxxx Xxxx
Xxxx, Xxxxx, XXX: Xxx Xxxx, Xxxxxxxxxx 00000-0000
Telephone: (000) 000-0000
THIS AGREEMENT is made between Altamonte Lakeside Executive Suites,
(hereinafter referred to as the "OWNER"), 000 X. Xxxxx Xxxx Xxxxxxxxx, Xxxxx
000, Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000 and AccelGraphics, Inc. (hereinafter
referred to as the "Client"), whose address and telephone number are described
above.
OWNER and CLIENT hereby agree as follows:
1. Client is hereby given the right to use office number, 124 for a term of
twelve (12) months commencing on Apr. 19, 1996 and terminating on Apr. 30, 1997.
If Owner is unable to deliver possession of the office described herein to
CLIENT on the commencement date, OWNER will not be liable for any resulting
damage, and CLIENT will not have to pay the basic charged (as specified herein)
until OWNER can deliver possession. Upon completion of the initial term, this
Agreement shall continue on a six month basis with thirty (30) days written
notice prior to end of term required by either party to terminate.
2. During the term of this Agreement, the basic monthly charges are as follows:
Office Package $ 400.00
---------
Sales Tax (7%) $ 28.00
---------
Furniture Package (See attached itemized scheduled $ 00.00
---------
Sales Tax (7%) $ 0.00
---------
Telephone Instrument Rental (Type:______________) $ 00.00
---------
Telephone Answering (See Exhibit A) $ 40.00
---------
Own Fax Machine $ 00.00
---------
Total Basic Monthly Payment $ 468.00
---------
The above Basic Monthly Office Package includes the following:
Use of Office Coffee Service
Use of Reception Area ABC Switch Access
Incoming Mail Delivery
Four (4) Hours Use of Conference/Meeting room time for each office rented. (This
allowance is not cumulative from one month to another.) Additional use of
conference/meeting room is available at the prevailing rate of $5.00/hour.
26
Rates, and the services offered, are subject to change without notice. Rent
Reviews occur annually. The increase in "basic monthly office rental" upon
renewal of this agreement will be approximately 8%.
5. Client will receive an invoice approximately 10 calendar days prior to
the beginning of the next month. This will be for the upcoming months
rent, plus services used from the 16th day of the previous month to the
15th day of the current month, and is due upon receipt. Payment is to
be delivered to the Manager no later than 5:00 p.m. on the last day of
the current month, without making any deduction or offsets. Should a
discrepancy exist, the matter should immediately be brought to the
Manager's attention. Payments made after that deadline will be subject
to a 5% late payment fee. Payments not received by the 10th day of the
upcoming month may cause cancellation of service, including loss of
access to the office space. Should a check be returned for any reason,
Client will pay an additional charge of $30 per returned check and the
OWNER shall have the right to cancel all services until the check is
made good and the additional charge paid.
Payments made by mail should be addressed to:
ALTAMONTE LAKESIDE EXECUTIVE SUITES
000 X. XXXXX XXXX XXXX., XXXXX 000
XXXXXXXXX XXXXXXX, FT, 32701-3437
4. Concurrent with the execution of this Agreement, CLIENT will pay OWNER the
following:
Administrative Set-Up Charge $ 50.00
---------
Telephone Line Installation Charge $ 45.00
---------
Telephone Instrument Deposit $ 00.00
---------
First month's office rent, incl. tax $ 428.00
---------
First month's furniture rental, incl. tax $ 00.00
---------
First months telephone instrumental rental $ 00.00
---------
First months telephone answering charge $ 40.00
---------
First months charge for own fax machine $ 00.00
---------
Security Deposit (Refundable) $ 425.00
---------
Key Deposit (Refundable) $ 5.00
---------
Entry Card Deposit (Refundable) 2 cards $ 40.00
---------
TOTAL $1,033.00
---------
5. CLIENT agrees that:
(a) CLIENT will use the premises for general office purposes and
for no other purpose. CLIENT agrees that CLIENT will not offer
or use the premises to provide to others services provided by
OWNER to OWNER'S clients, nor make nor permit use of the
premises which is forbidden by law or regulation, or may be
hazardous or unsafe, or may invalidate or increase the premium
of any policy of insurance carried on
27
the premises or may tend to impair the character, reputation,
appearance or operation of the premises.
(b) OWNER has made no promise to alter or improve the premises or
made any representation concerning the condition thereof. By
taking possession of the premises, CLIENT acknowledges that
they are in good order and condition. CLIENT will maintain the
premises in good condition and repair, will not make holes in
walls for any xxxxx, or cause or permit the premises to be
damaged or defaced. CLIENT will make no alterations or
additions to the premises without OWNER'S prior written
consent. CLIENT will return the premises and any furniture
contracted for hereunder at the end of this Agreement in as
good condition and repair as when CLIENT received the premises
or such furniture, as the case may be, normal wear and tear
excepted. CLIENT shall provide, at CLIENT'S expense, a plastic
chair mat of the type normally used on the premises and will.
use it at all, times. OWNER may, but is not required to, make
repairs or replacements for CLIENT'S account, and CLIENT will
pay to OWNER all costs and expenses thereof upon demand.
(c) CLIENT shall not permit their office to be occupied by any
person except CLIENT'S employees and business invitees. CLIENT
acknowledges that the exclusion of young children and pets
from the premises is necessary to maintain the professional
environment. Co-tenancy, defined as sharing of an office, is
not permitted without Management's consent. Your office key
and Security Entry Card are not to be loaned to anyone. Use of
the facilities and services available at Altamonte Lakeside
Executive Suites are for our CLIENTS only. CLIENTS do not have
the authority to grant access to these facilities to other
persons.
(d) OWNER has the right, at any time, and upon reasonable notice,
to enter the premises to inspect them, to provide services to
be famished by OWNER, to make repairs and alterations to the
premises and to show the premises to prospective clients.
(e) Should CLIENT continue in possession of the premises after
expiration or termination of this Agreement without OWNER'S
consent, CLIENT shall be obligated to pay an amount equal to
two (2) times the basic charge in effect at the time of such
expiration or termination, until such possession is
surrendered. OWNER shall be entitled to exercise all remedies
available to OWNER on account of such continued possession,
and CLIENT'S obligation to pay such doubled basic charge shall
be in addition and without prejudice to such remedies.
(f) CLIENT'S Answering Service requirements are as shown in the
Agreement, Exhibit A, which sets forth the name and title of
the individuals authorized to use the services. This agreement
will run concurrently with the Service Agreement.
28
(g) No advertising of any type using the address of the premises
may be used by CLIENT without the prior written approval of
OWNER.
(h) CLIENT will MI out and sign additional documents and do such
other things as may be required by OWNER, Postal Service,
telephone company, or other entity in order to permit OWNER to
provide services and facilities pursuant to this Agreement.
(i) CLIENT agrees by signing this Agreement that he win abide by
the Rules And Regulations as described in the 'Orientation
Document' (see Exhibit B). CLIENT will comply with an rules,
regulations, and requirements established by OWNER relating to
the premises and CLIENT'S use thereof. OWNER will have no
responsibility to CLIENT for violation of any rules and
regulations by any other client of OWNER.
(j) If CLIENT vacates or abandons the premises, or if CLIENT is
dispossessed by process of law or otherwise, personal property
belonging to Client and left on the premises will be
considered abandoned or, at OWNER'S option, OWNER may store it
in CLIENT'S name, at CLIENT'S cost and without notice to
CLIENT
(k) CLIENT will defend, indemnify, and hold harmless OWNER and its
respective officers, employees and agents, from any and all
claims, liabilities, or loss, and all damages, direct or
consequential incurred by OWNER, or any other person, and an
costs and expenses including attorney's fees arising in any
manner, directly or indirectly, out of or in connection with
or incident to (1) any injury to or death of persons
including, but not limited to, CLIENT and employees and
invitees of CLIENT, or any damage to or destruction of
property, including, but not limited to, property of CLIENT
and employees and invitees of CLIENT occurring on or about the
premises, except to the extent that such claims , losses, or
damages are the result of the negligence of OWNER or its
officers, employees or agents, or (2) the furnishing to, or
use by, Client, authorized persons, or employees and invitees
of any of them of any services or facilities (which term as
used herein includes occupancy of the premises hereunder).
CLIENT shall maintain adequate insurance for the foregoing.
(l) All services and facilities (which term includes occupancy of
the premises) provided pursuant to this Agreement are
furnished without warranty of any sort whatsoever. CLIENT'S
sole remedy, and OWNER'S sole obligation, for any failure to
render any service or facility, any error or omission, or any
delay or interruption with respect thereto is limited to an
adjustment to CLIENT'S billing in an amount equal to the
charge for such service or facility for the period during
which the failure, delay or interruption continues. With the
sole- exception of the remedy set forth in the first two
sentences of this subparagraph (1), CLIENT EXPRESSLY AGREES TO
WAIVE, AND AGREES NOT TO MAKE, ANY CLAIM FOR DAMAGES, DIRECT
OR CONSEQUENTIAL, ARISING OUT
29
OF ANY FAILURE TO FURNISH ANY SERVICE OR FACILITY, ANY ERROR
OR OMISSION WITH RESPECT THERETO, OR ANY DELAY OR INTERRUPTION
OF THE SAME. NOTWITHSTANDING ANYTHING IN THIS SUBPARAGRAPH,
THERE SHALL BE NO BILLING ADJUSTMENT IF CLIENT IS IN DEFAULT
HEREUNDER.
6. Subject to paragraph 5(g) above, CLIENT is hereby authorized to use the
address of the premises as CLIENT'S business address. CLIENT
acknowledges that CLIENT has read and understood United States Postal
Service Form #1583 and understands that in the event CLIENT'S use of
this address terminates, it will be CLIENT'S responsibility to notify
all parties of termination of the use of the above-described address.
In the event that this Agreement terminates or any or all charges are
not kept current, OWNER may terminate CLIENT'S right to use the address
of the premises and at OWNER'S election and upon reasonable notice may
return all mail to senders.
7. If CLIENT does, not pay any sum payable by CLIENT to OWNER within ten
(10) days after it becomes due and payable, or if CLIENT fails to
perform any of CLIENT'S other agreements and does not cure such other
failure within five (5) days after written notice to CLIENT from OWNER,
OWNER will have the right, with or without notice to CLIENT, in
addition to and not in lieu of other remedies available, to terminate
all of Client's rights under this Agreement, or such of those rights as
OWNER designates in the written notice. If Client's rights under this
Agreement are so terminated, OWNER may, after complying with any
applicable requirements of law, take possession of the premises. Upon
any such action by OWNER, CLIENT will remain liable for all obligations
which have previously accrued, and, to the maximum extent permitted by
law, for all obligations which may subsequently accrue.
8. CLIENT shall comply with all laws, permit and licensing rules, and
other requirements regulating the conduct of CLIENT'S business.
9. If CLIENT fails to Perform any of CLIENT'S obligations hereunder when
performance is due, or abandons the premises, OWNER may apply the
security deposit to the payment of any basic charge or any other
payment due from CLIENT, or of any sum which OWNER may spend or be
required to spend by reason of CLIENT'S failure. Upon written demand by
OWNER, CLIENT will pay to OWNER any amount so applied so that the
security deposit is replenished. If at the end of the term of this
Agreement, CLIENT has performed all of the provisions of this
Agreement, the security deposit, or any remaining balance, will be
returned to CLIENT without interest.
10. CLIENT may not assign this Agreement, in whole or in part, without the
written approval of OWNER. All provisions of this Agreement are for the
benefit of, and are binding upon, CLIENT'S approved successors and
assigns and those of OWNER.
11. CLIENT acknowledges that during the term of this Agreement, OWNER will
be furnishing services to CLIENT and other clients on the premises
through OWNER'S employees. CLIENT
30
acknowledges and agrees that the loss of an employee would cause
damages and expenses to OWNER in obtaining a replacement. CLIENT
therefore agrees that should CLIENT hire any of OWNER'S employees
during the term of this Agreement, or for six (6) months after CLIENTS
termination, thereby causing OWNER to lose service of that employee,
CLIENT will pay to OWNER an amount equal to the sum of 25% of the
annual compensation of the first year's employment for that employee.
It being mutually agreed by CLIENT and OWNER that this provision of
liquidated damages is reasonable and the actual damages sustained by
OWNER as a result of these actions would be impractical or extremely
difficult to establish.
12. In the event of any legal action or proceeding by CLIENT or OWNER
against the other under this Agreement, the prevailing party shall be
entitled to recover all expenses and costs, including reasonable
attorney's fees and costs of appeal.
13. All notices by CLIENT or OWNER to the other must be in writing. Notices
to CLIENT will be considered given if delivered personally to one of
CLIENT'S officers or mailed by registered or certified mail, postage
prepaid, addressed to CLIENT at the premises. Notices to OWNER will be
considered given if mailed by registered or certified mail, postage
prepaid, to OWNER at OWNER'S address set forth in this Agreement, or
such other address as OWNER shall designate to CLIENT in writing.
14. The invalidity or unenforceability of any provision hereof shall not
affect or impair validity of any other provision. No waiver of any
default of CLIENT shall be implied from any failure by OWNER to take
action with respect to such default.
15. OWNER expressly reserves the right at OWNER'S expense, to remove CLIENT
from the rented office and relocate CLIENT to another office of OWNER'S
choosing, of approximately the same dimensions and size, within the
Suite. CLIENT agrees that OWNER'S exercise of its election to remove
and relocate CLIENT shall not terminate this Agreement or release
CLIENT, in whole or in part, from CLIENT'S obligation to pay rent and
perform agreements hereunder for the full term of this Agreement.
16. THIS AGREEMENT IS NOT A LEASE. CLIENT IS GRANTED A REVOCABLE LICENSE TO
USE THE FACILITIES INCLUDED IN THE APPLICABLE SCHEDULE. CLIENT SHALL
HAVE NO REAL PROPERTY INTEREST IN OR TO THE PREMISES.
17. This Agreement supersedes any prior agreement and embodies the entire
agreement between CLIENT and OWNER, and may not be modified, changed or
altered in any way except in writing.
31
This Agreement shall be interpreted and enforced in accordance with the laws of
the State of Florida.
Witnessed by: Owner: Altamonte Lakeside Executive Suites
/s/ S. Golden By: /s/ X. X'Xxxx
________________________________ ___________________________________________
4/1/96 Date: 4/1/96
________________________________ ___________________________________________
Witnessed by: Client: AccelGraphics, Inc.
/s/ By: /s/ Xxxxx X. Xxxx
________________________________ ___________________________________________
4/4/96 Date: 4/4/96
________________________________ ___________________________________________
00
Xxxxxxxxx Xxxxxxxx Executive Suites
Exhibit A
Answering Service Agreement
Type of Answering Service Number of Lines and Price/Month
1 2 3 4
Standard Service $40 $ 60 $ 70 $ 80
All lines answered In your name
All messages saved on voice mail
Executive Service $60 $ 80 $100 $115
All lines answered in your name
All calls screened
Messages saved on mix of voicemail and by hand
Agreed categories of messages forwarded to you immediately
Voice mail used when switchboard closed
Ultimate Service $80 $105 $125 $150
All lines answered in your name
All messages saved by hand
All messages forwarded to you Immediately
Voice mail used when switchboard Ls closed
We check your voice mail each morning and pass messages to you
Client's Answering Service Requirement
Individual's Authorized to use Service
Name to be used in Answering Incoming Calls:
Service chosen on 2 lines.
