Exhibit 10.24
MONTH-TO-MONTH LEASE
----------------------
LANDLORD: ZORO LLC, a California limited liability company
TENANT: Silicon Valley Internet Partners, a California corporation
PREMISES: Suite(s) 5226A-5232B shown on Exhibit A attached hereto.
1. PARTIES.
This Lease is entered into the 5 June, 1997, by and between Landlord
and Tenant.
2. DESCRIPTION OF PREMISES.
Landlord agrees to rent to Tenant and Tenant hereby hires from Landlord
the Premises located in the building owned by Landlord at 000 Xxxxxx Xxxxxx, Xxx
Xxxxxxxxx, Xxxxxxxxxx (the "Building"). Notwithstanding anything in the
foregoing to the contrary, Landlord shall have the right at any time, upon
thirty (30) days prior notice, to physically relocate Tenant to other vacant
space in the Building of comparable size, and upon such relocation the
substitute premises shall be deemed the Premises under this Lease. Landlord
shall pay for Tenant's reasonable relocation expenses in connection with any
such relocation.
3. RENT
Tenant will pay to Landlord $6,600.00 in rent, per month, in advance,
on the first day of each month, without prior demand and without any deduction
or offset. Rent is payable by check, by personal delivery or mail, at the office
of the Building Upon execution hereof by Tenant, and notwithstanding the
foregoing. Tenant shall prepay rent in the amount of $13,200.00 for two (2) full
calendar months of the term of this Lease. The parties agree that any other
amount due from Tenant to Landlord hereunder shall be deemed to be additional
rent. Tenant agrees to pay a late charge of six percent (6%) of the unpaid
amount if the rent is not received by the tenth (10th) day of the month. This
late charge does not establish a grace period. The Landlord shall credit Tenant
$5,100.00 in the form of free rent, during the first month following the
commencement of lease.
In the event the Tenant defaults under this Lease, Landlord may
exercise any remedy available under California Law.
4. TERM.
The term of this Lease will commence on 6/16/97, and continue on a
calendar month-to-month basis. Either party may terminate this Lease on thirty
(30) days' prior written notice. Rent shall be prorated for the month of August
1997.
1
5. SECURITY DEPOSIT.
Tenant has deposited with Landlord the sum of $6,600.00 as a security
deposit (the "Deposit") for the full and faithful performance of every provision
of this Lease to be performed by Tenant. If Tenant breaches any provision of
this Lease, Landlord may use all or any part of the Deposit for the payment of
any rent or any other sums in default, or to compensate Landlord for any other
loss or damage which Landlord may suffer by reason of Tenant's default. Upon
demand by Landlord, Tenant shall replenish any sums used by landlord from the
Deposit so that at all times the full amount of the Deposit shall be held by
Landlord. At the expiration of the term of the Lease, and provided there exists
no default by Tenant hereunder, the Deposit or any balance thereof shall be
returned to tenant. No interest is payable on the Deposit.
6. CONDITION OF PREMISES.
Tenant accepts the Premises in its "AS-IS" condition and will maintain
the Premises in a proper and safe condition, and will comply with all state and
local laws, ordinances, and regulations concerning the condition and use of the
Premises. Landlord has no obligation, and has made no commitment or
representation, to improve, repair, alter or build-out any part of the Premises.
7. TENANT AGREEMENT TO MAINTAIN PREMISES AS CONSIDERATION FOR RENTAL.
Tenant agrees that, as part of the consideration paid for the use and
occupancy of the Premises, Tenant will, at Tenant's cost, perform all work
necessary to maintain the interior of the Premises; Tenant waives all rights to
make repairs at the expense of Landlord as may be provided by any law, statute
or ordinance now or hereafter in effect, including, without limitation, the
provisions of California Civil Code Sections 1941 and 1942, and any similar,
successor or related provision of law.
8. ASSIGNMENT AND SUBLETTING.
Tenant shall not assign its interest under the Lease or sublet all or
any portion of the Premises without the prior written consent of Landlord, which
consent Landlord may grant or withhold in its sole and absolute discretion. Any
assignment or subletting without the prior consent of Landlord shall be void and
of no binding effect on Landlord.
9. INDEMNITY AND INSURANCE.
9.1 INDEMNITY. Except for the gross negligence or willful misconduct of
Landlord, its agents, contractors, and employees, Tenant shall indemnify and
hold Landlord harmless from and against any and all claims arising out of or
caused by Tenant's use or occupancy of the Premises, or arising out of or caused
by the conduct of Tenant's business or arising out of or caused by any activity,
work or things done, permitted or suffered by Tenant in or about the Premises or
elsewhere. Tenant shall defend Landlord (and shall indemnify and hold Landlord
harmless from and against all reasonable costs
2
such as attorney's fees and related expenses incurred in such defense) against
any claim, action or proceeding which alleges the sole negligence or sole
willful misconduct of the Tenant, or the negligence or willful misconduct of
Landlord and Tenant. Landlord shall retain the right to reject defense counsel
appointed by Tenant or its agents, and to appoint other counsel at Landlord's
sole cost and expense, if Landlord believes that such counsel as appointed by
Tenant or its agents will not adequately represent Landlord's interest in the
case.
9.2 EXEMPTION OF LANDLORD FROM LIABILITY. Except for the gross
negligence or willful misconduct of Landlord, its agents, contractors, and
employees, Tenant, as a material part of the consideration to Landlord, hereby
assumes all risk of damage to property of Tenant or injury to persons, in, upon
or about the Premises arising from any cause and Tenant hereby waives all claims
in respect thereof against Landlord. Tenant, as a material part of the
consideration to Landlord, hereby acknowledges that there is a risk of harm to
Tenant's property and injury to persons in, upon or about the Premises arising
from any cause or event and Tenant agrees to assume all such risks of harm and
Tenant hereby waives all claims in respect thereof against Landlord. Tenant
hereby agrees that Landlord shall not be liable for injury to Tenant's business
or any loss of income therefrom or for damage to the goods, wares, merchandise
or other property of Tenant, Tenant's employees, invitees, customers, or any
other person in or about the Premises, nor shall Landlord be liable to injury to
the person of Tenant, Tenant's employees, agents or contractors, whether such
damage or injury is caused by or results from fire, steam, electricity, gas
water or rain, or from the breakage, leakage, obstruction or other defects of
pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting
fixtures, or from any other cause, or whether said damages or injury results
from conditions arising upon the Premises, or from other sources or places and
regardless of whether the cause of such damages or injury or the means of
repairing the same is inaccessible to the Tenant. Landlord shall not be liable
for any damages arising from any act or negligence of any other tenant, occupant
or user of the Building, nor from the failure of Landlord to enforce the
provisions of any other lease of the Building.
9.3 INSURANCE. Tenant shall carry and maintain in force throughout the
term of this Lease the insurance referred to in Exhibit B attached hereto, the
terms of which are incorporated in this Lease as if fully set forth herein.
9.4 WAIVER OF SUBROGATION. Each of Landlord and Tenant hereby releases
one another, and waives its entire respective rights of recovery against the
other for any direct or consequential loss or damage arising out of or incident
to the perils covered by the property insurance policy or policies carried by
the waiving party, whether or not such damage or loss may be attributable to the
negligence of either party or its agents, invitees, contractors or employees.
Each insurance policy carried by either Landlord or Tenant in accordance with
this Lease shall include a waiver of the insurer's right of subrogation to the
extent necessary.
3
10. UTILITIES.
Landlord agrees to provide (i) electricity for lighting and the
operation of normal office machines, (ii) lighting replacements for Building
standard lighting, (iii) conditioned air to the extent reasonably required for
the comfortable occupancy thereof by Tenant at such times as Landlord in its
sole discretion deems reasonably necessary, (iv) elevator service during normal
business hours, (v) rest rooms and supplies therefor, (vi) potable water for the
rest rooms and for any approved kitchen areas located in the Premises, and (vii)
janitorial services as determined by the landlord.
11. LANDLORD MAINTENANCE AND REPAIR.
Landlord will maintain and operate the common areas of the Building in
reasonably good order and condition.
12. TAXES.
Tenant is responsible for, and shall pay prior to delinquency, any and
all taxes and assessments that are levied or assessed against Tenant's
improvements, fixtures, furnishings and other personal property installed in the
Premises.
13. TENANT ALTERATIONS.
Tenant shall not make any alterations, improvements or modifications to
the Premises without first obtaining Landlord's written consent. Tenant will
keep the Premises free and clear of all liens arising out of any work performed
or materials furnished to the Premises. If Tenant fails to discharge any lien,
Landlord may do so and the cost thereof will be owed to Landlord as additional
rent.
14. USE OF PREMISES.
The Premises shall be used and occupied by Tenant for general office,
software development and testing and showroom use only, and for no other
purpose. Tenant shall not use the Premises for any unlawful purpose, violate any
law or ordinance, or commit waste or nuisance on the Premises. Tenant may not
disturb, annoy, endanger, or interfere with neighboring tenants.
15. LANDLORD'S ENTRY OF PREMISES.
Tenant will make the Premises available during normal business hours at
times reasonably requested by Landlord for entry by Landlord or its agents.
16. RULES AND REGULATIONS.
Tenant and its employees, guests and invitees shall comply with all
rules and regulations established by Landlord from time to time for the
Building. The existing Rules and Regulations are attached to this Lease as
Exhibit C and are incorporated herein as if fully set forth herein.
4
17. ATTORNEY'S FEES.
In any legal action brought by either party to enforce the terms of
this Lease, the prevailing party is entitled to all costs incurred in connection
with such an action, including reasonable attorneys' fees.
California law shall be applied in any such action.
18. TIME OF THE ESSENCE.
Time is of the essence of each provision of this Lease.
19. ENTIRE AGREEMENT: MODIFICATION.
This Lease contains all the agreements of the parties and cannot be
amended or modified except by written agreement.
20. SERVICE OF NOTICES.
Any notice required or permitted to be given hereunder shall be in
writing and may be given by personal service on business days evidenced by a
signed receipt or sent by Federal Express or other national overnight carrier
service that provides evidence or proof of delivery, or by registered or
certified mail, return receipt requested, addressed to Tenant or to Landlord, as
the case may be, at the address hereinbelow provided, which notice shall be
effective upon proof of delivery. Either party may by notice to the other
specify a different address for notice purposes except that, upon Tenant's
taking possession of the Premises, the Premises shall constitute Tenant's
address for notice purposes. Tenant hereby appoints as its agent to receive the
service of all default notices and notice of commencement of unlawful detainer
proceedings the person in charge of or apparently in charge of or occupying the
Premises at the time, and, if there is no such person, then such service may be
made by (a) attaching the same on any business day on the main entrance of the
Premises, and (b) mailing a copy thereof to Tenant on the same day by registered
or certified mail, return receipt requested or by Federal Express or other
national overnight carrier service that provides evidence or proof of delivery,
and such service shall be effective (as of the date of posting of the same at
the Premises as hereinabove provided) for all purposes under this Lease.
5
IN WITNESS WHEREOF, this Lease is executed the day and year first above
written.
LANDLORD: TENANT:
ZORO LLC, Silicon Valley Internet Partners,
a California limited liability company a California corporation
By: _____________________ By: /s/ Xxxxxx Xxxx
Xxxxxx Xxxxxx Xx. Xxx Xxxx
Its: Managing Partner Its: President
Address: 000 Xxxxxx Xxxxxx Address: 000 Xxxxx Xxxx Xxxxx 000
Xxx Xxxxxxxxx, XX 00000 Xxxxxx Xxxx, XX 00000
Telephone: (000) 000-0000 Telephone: 000-000-0000
Fax: (000) 000-0000 Fax: 000-000-0000
6
EXHIBIT A
PREMISES
--------
[CHART OMITTED]
A-1
EXHIBIT B
---------
1. INSURANCE. Tenant, at its sole expense, shall procure and maintain
during the Term:
i. broad form commercial general liability insurance,
including contractual liability (specifically covering this Lease), fire, legal
liability and premises operations coverages, bodily injury coverage (which
includes personal injury coverage), and property damage liability coverage
insuring against any and all liability of Tenant, its agents and its employees
with respect to the Premises or arising out of the maintenance, use, or
occupancy thereof, said liability insurance to have combined limits in the
aggregate for bodily injury and property damage of not less than $1,000,000 per
occurrence;
ii. fire and extended coverage insurance on all improvements
to the Premises and all contents therein in an amount not less than one hundred
percent (100%) of the replacement cost thereof. Said insurance shall include a
loss payable clause for the benefit of Tenant.
iii. The general liability insurance shall insure the
performance by Tenant of the indemnity agreement contained in the Lease with
respect to liability for injury to death of persons and injury to or damage to
property. Landlord shall be named as an additional insured on all such policies.
The policy or policies evidencing such insurance shall provide that same may not
be canceled or amended without thirty (30) days prior written notice to
Landlord, and shall be issued by an insurance company licensed to do business in
California and having a Best's Financial Rating of at least Class X and a Best's
Policyholder Rating of at least Class A. Prior to Tenant's occupancy of the
Premises, Tenant shall furnish to Landlord a certificate of insurance evidencing
the existence of all insurance required to be maintained by Tenant pursuant to
this Lease. Tenant will not permit the Premises to be used for any purpose which
would render the insurance thereon or on the Building void or the insurance risk
more hazardous or increase the premium rate therefore.
B-1
EXHIBIT C
RULES AND REGULATIONS
---------------------
1. COMMON AREAS. The sidewalks, halls, passages, exits, entrances,
elevators and stairways of the Building shall not be obstructed by Tenant or
used for any purpose other than for ingress to and egress from the Premises. The
halls, passages, exits, entrances, elevators and stairways are not for the
general public and Landlord shall in all cases have the right to control and
prevent access thereto of all persons (including, without limitation, messengers
or delivery personnel not wearing uniforms) whose presence in the judgment of
Landlord would be prejudicial to the safety, character, reputation or interests
of the Building and its tenants. Neither Tenant nor any agent, employee,
contractor, invites or licensee of Tenant shall go upon the roof of the
Building. Landlord shall have the right at any time, without the same
constituting an actual or constructive eviction and without incurring any
liability to Tenant therefor, to change the arrangement or location of entrances
or passageways, doors or doorways, corridors, elevators, stairs, toilets and
common areas of the Building.
2. SIGNS. No sign, placard, picture, name, advertisement or notice
visible from the exterior of the Premises shall be inscribed, painted, affixed
or otherwise displayed by Tenant on any part of the Building or the Premises
without the prior written consent of Landlord. Landlord will adopt and furnish
to tenants general guidelines relating to signs inside the Building. Tenant
agrees to conform to such guidelines. All approved signs or lettering shall be
printed, painted, affixed or inscribed at the expense of Tenant by a person
approved by Landlord. Material visible from outside the Building will not be
permitted.
3. PROHIBITED USES. The Premises shall not be used for the storage of
merchandise held for sale to the general public or for lodging. No cooking shall
be done or permitted on the Premises except that private use by Tenant of
microwave ovens Underwritters' Laboratory-approved equipment for brewing coffee,
tea, hot chocolate and similar beverages will be permitted, provided that such
use is in accordance with all applicable federal, state and municipal laws,
codes, ordinances, rules and regulations. Tenant shall not place any load on the
floors of the Building exceeding fifty (50) pounds per square foot, live or dead
load. Tenant shall not use electricity for lighting, machines or equipment in
excess of four (4) xxxxx per square foot.
4. JANITORIAL SERVICE. Tenant shall not employ any person other than
the janitor of Landlord for the purpose of cleaning the Premises unless
otherwise agreed to by Landlord in writing. Except with the written consent of
Landlord, no persons other than those approved by Landlord shall be permitted to
enter the Building for the purpose of cleaning the Premises. Tenant shall not
cause any unnecessary labor by reason of Tenant's carelessness or indifference
in the preservation of good order and cleanliness. Landlord shall not be
responsible to Tenant for any loss of property in the Premises, however
occurring, or for any damage done to the effects of Tenant by the janitor or any
other employee or any other person.
C-1
5. KEYS. Landlord will furnish Tenant without charge with two (2) keys
to each door lock provided in the Premises by Landlord. Landlord may make a
reasonable charge for any additional keys. Tenant shall not have any such keys
copied or any keys made. Tenant shall not alter any lock or install a new or
additional lock without prior written consent from Landlord, or any bolt on any
door of the Premises. Tenant, upon the termination of this Lease, shall deliver
to Landlord all keys to doors in the Building.
6. MOVING PROCEDURES. Landlord shall designate appropriate entrances
for deliveries or other movement to or from the Premises of equipment,
materials, supplies, furniture or other property, and Tenant shall not use any
other entrances for such purposes. All moves shall be scheduled and carried out
during nonbusiness hours of the Building. All persons employed and means or
methods used to move equipment, materials, supplies, furniture or other property
in or out of the Building must be approved by Landlord prior to any such
movement. Landlord shall have the right to prescribe the maximum weight, size
and position of all equipment, materials, furniture or other property brought
into the Building. Heavy objects shall, if considered necessary by Landlord,
stand on a platform of such thickness as is necessary properly to distribute the
weight. Landlord will not be responsible for loss of or damage to any such
property from any cause, and all damage done to the Building by moving or
maintaining such property shall be repaired at the expense of Tenant.
7. NO NUISANCES. Tenant shall not use or keep in the Premises or the
Building any kerosene, gasoline or inflammable or combustible fluid or material
other than limited quantities thereof reasonably necessary for the operation or
maintenance of office equipment. Tenant shall not use any method of heating or
air conditioning other than that supplied by Landlord. Tenant shall not use or
keep or permit to be used or kept any foul or noxious gas or substance in the
Premises, or permit or suffer the Premises to be occupied or used in a manner
offensive or objectionable to Landlord or other occupants of the Building by
reason of noise, odors or vibrations, or interfere in any way with other tenants
or those having business in the Building, nor shall any animals be brought or
kept in the Premises or the Building.
8. CHANGE OF ADDRESS. Landlord shall have the right, exercisable
without notice and without liability to Tenant, to change to change the name or
street address of the Building or the room or suite number of the Premises.
9. BUSINESS HOURS. Landlord establishes the hours of 8:00 a.m. to 6:00
p.m. Monday through Friday, except union holidays and legal holidays, as
reasonable and usual business hours for the purposes of this Lease. If Tenant
requests electricity or heat or air conditioning or any other services during
any other hours or on any other days, and if Landlord is able to provide the
same, Tenant shall pay Landlord such charge as Landlord shall establish from
time to time for providing such services during such hours. Any such charges
which Tenant is obligated to pay shall be deemed to be additional rent under
this Lease.
C-2
10. ACCESS TO BUILDING. Landlord reserves the right to exclude from the
Building during the evening, night and early morning hours beginning at 6:00
p.m. and ending at 8:00 a.m. Monday through Friday, and at all hours on
Saturdays, Sundays, union holidays and legal holidays, all persons who do not
present identification acceptable to Landlord. Tenant shall provide Landlord
with a list of all persons authorized by Tenant to enter the Premises and shall
be liable to Landlord for all acts of such persons. Landlord shall in no case be
liable for damages for any error with regard to the admission to or exclusion
from the Building of any person. In the case of invasion, mob, riot, public
excitement or other circumstances rendering such action advisable in Landlord's
opinion, Landlord reserves the right to prevent access to the Building during
the continuance of the same by such action as Landlord may deem appropriate,
including closing doors.
11. BUILDING DIRECTORY. The directory of the Building will be provided
for the display of the name and location of Tenant and a reasonable number of
the principal officers and employees of Tenant at the expense of Tenant.
Landlord reserves the right to restrict the amount of directory space utilized
by Tenant.
12. WINDOW COVERINGS. No curtains, draperies, blinds, shutters, shades,
screens or other coverings, hangings or decorations shall be attached to, hung
or placed in, or used in connection with any window of the Building without the
prior written consent of Landlord. In any event, with the prior written consent
of Landlord, such items shall be installed on the office side of Landlord's
standard window covering and shall in no way be visible from the exterior of the
Building. Tenant shall keep window coverings closed when the effect of sunlight
(or the lack thereof) would impose unnecessary loads on the Building's air
conditioning systems.
13. FOOD AND BEVERAGES. Tenant shall not obtain for use in the Premises
vending machines or other similar services, except at such reasonable hours and
under such reasonable regulations as may be established by Landlord.
14. PROCEDURES WHEN LEAVING. Tenant shall ensure that the doors of the
Premises are closed and locked and that all water faucets, water apparatus and
utilities are shut off before Tenant and its employees leave the Premises so as
to prevent waste or damage. For any default or carelessness in this regard.
Tenant shall be liable and pay for all damage and injuries sustained by Landlord
or other tenants or occupants of the Building. On multiple tenancy floors,
Tenant shall keep the doors to the Building corridors closed at all times except
for ingress and egress.
15. BATHROOMS. The toilet rooms, toilets, urinals, wash bowls and other
apparatus shall not be used for any purpose other than that for which they were
constructed, no foreign substance of any kind whatsoever shall be thrown
therein, and the expense of any breakage, stoppage or damage resulting from the
violation of this rule shall be paid by Tenant if caused by Tenant or its
agents, employees, contractors, invitees or licensees.
C-3
16. PROHIBITED ACTIVITIES. Except with the prior written consent of
Landlord. Tenant shall not sell at retail newspapers, magazines, periodicals,
theater or travel tickets or any other goods or merchandise to the general
public in or on the Premises, nor shall Tenant carry on or permit or allow any
employee or other person to carry on the business of stenography, typewriting,
printing or photocopying or any similar business in or from the Premises for the
service or accommodation of occupants of any other portion of the Building, nor
shall the Premises be used for manufacturing of any kind, or any business or
activity other than that specifically provided for in this Lease.
17. NO ANTENNA. Tenant shall not install any radio or television
antenna, loudspeaker, or other device on the roof or exterior walls of the
Building. No television or radio or recorder shall be played in such a manner as
to cause a nuisance to any other tenant.
18. VEHICLES. There shall not be used in any space, or in the public
halls of the Building, either by Tenant or others, any hand trucks except those
equipped with rubber tires and side guards or such other material handling
equipment as Landlord approves. No other vehicles of any kind shall be brought
by Tenant into the Building or kept in or about the Premises.
19. TRASH REMOVAL. Tenant shall store all its trash and garbage within
the Premises. No material shall be placed in the trash boxes or receptacles if
such material is of such nature that it may not be disposed of in the ordinary
and customary manner of removing and disposing of office building trash and
garbage in the city or county in which the Building is located without being in
violation of any law or ordinance governing such disposal. All garbage and
refuse disposal shall be made only through entryways and elevators provided for
such purposes and at such times as Landlord shall designate. Tenant shall crush
and flatten all boxes, cartons and containers. Tenant shall pay extra charges
for any unusual trash disposal.
20. NO SOLICITING. Canvassing, soliciting, distribution of handbills or
any other written material and peddling in the Building are prohibited, and
Tenant shall cooperate to prevent the same.
21. NO OVERNIGHT USE. The premises shall not be used for any lodging or
overnight occupancy.
22. USES RESERVED BY LANDLORD. By its execution of the Lease to which
these Rules and Regulations are attached, Tenant acknowledges that portions of
the Building may be used by the Landlord or its licensees for large scale
exhibitions and special events, including conventions, trade shows, social and
political gatherings and parties, and such that events may generate noise,
including music, amplified sound and revelry, during and after the regular
business hours of the Building. Tenant agrees that the use of the Building for
such purposes by Landlord and its licensees shall not constitute a constructive
eviction or breach of any covenant of quiet enjoyment or entitle Tenant to any
abatement of rent.
C-4
23. SERVICES. The requirements of Tenant will be attended to only upon
application in writing at the office of the Building. Personnel of Landlord
shall not perform any work or do anything outside of their regular duties unless
under special instructions from Landlord.
24. WAIVER. Landlord may waive any one or more of these Rules and
Regulations for the benefit of any particular tenant or tenants, but no such
waiver by Landlord shall be construed as a waiver of such Rules and Regulations
in favor of any other tenant or tenants, nor prevent Landlord from thereafter
enforcing any such Rules and Regulations against any or all of the tenants of
the Building.
25. SUPPLEMENTAL TO LEASE. These Rules and Regulations are in addition
to, and shall not be construed to in any way modify or amend, in whole or in
part, the covenants of this Lease.
26. AMENDMENTS AND ADDITIONS. Landlord reserves the right to make such
other rules and regulations, and to amend or repeal these Rules and Regulations,
as in Landlord's judgment may from time to time be desirable for the safety,
care and cleanliness of the Building and for the preservation of good order
therein.
C-5
