RENAULT & XXXXXXX
INDUSTRIAL & COMMERCIAL REAL ESTATE
This LEASE, executed in duplicate at Palo Alto, California, this 9th
PARTIES day of September, 1996, by and between
Zappettini Investment Co.
and
Intuitive Surgical
hereinafter called respectively Lessor and Lessee, without regard
to number or gender,
PREMISES 1. WITNESSETH: That Lessor hereby leases to Lessee, and Lessee
hires from Lessor, those certain premises, hereinafter in this
lease designated as "the Premises", with the appurtenances,
situated in the City of Mountain View, County of Santa Xxxxx, State
of California, and more particularly described as follows, to-wit:
Approximate 25,000 square feet of R & D buildings commonly referred
to as 0000 Xxxxxxxxxxx Xxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx together
with landscaped areas and parking lot and further described in
Exhibit A attached hereto.
USE 2. The Premises shall be used and occupied by Lessee for the
development of technology in the field of minimum evasive surgery
and for no other purpose without the prior written consent of
Lessor.
TERM 3. The term shall be for five (5) years, commencing on the 1st
day of January, 1997, and ending on the 31st day of December 2001.
RENTAL 4. Rent shall be payable to the Lessor without deduction or
offset at such place or places as may be designated from time to
time by the Lessor as follows:
Thirty-Eight Thousand and Seven Hundred Fifty Dollars ($38,750.00)
shall be due upon the execution of this Lease representing rental
due January 1, 1997. $38,750.00 shall be due on February 1, 1997
and on the 1st day of each and every succeeding month through
December 2001.
SECURITY
DEPOSIT 5. Lessee has deposited with Lessor $38,750.00 as security for
the full and faithful performance of each and every term,
provision, covenant and condition of this Lease. In the event
Lessee defaults in respect of any of the terms, provisions,
covenants or conditions of this Lease, including, but not limited
to the payment of rent, Lessor may use, apply or retain the whole
or any part of such security for the payment of any rent in
default or for any other sum which Lessor may spend or be required
to spend by reason of Lessee's default. Should Lessee faithfully
and fully comply with all of the terms, provisions, covenants and
conditions of this Lease, the security of any balance thereof
shall be returned to Lessee or, at the option of Lessor, to the
last assignee of Lessee's interest in this Lease at the expiration
of the term hereof. Lessee shall not be entitled to any interest
on said security deposit.
POSSESSION 6. If Lessor, for any reason whatsoever, cannot deliver
possession of the Premises to Lessee at the commencement of the
said term, as hereinbefore specified, this Lease shall not be void
or voidable, nor shall Lessor, or Lessor's agents, be liable to
Lessee 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 Lessor's delivery of possession. The above is, however,
subject to the provision that the period of delay of delivery of
the Premises shall not exceed 30 (thirty) days from the
commencement date herein. If the period of delay of delivery
exceeds the foregoing, Lessee, at his or its option, may declare
this Lease null and void. If such a delay occurs, and Lessee
agrees to extend possession date, rent will commence on tenant
occupancy.
ACCEPTANCE 7. By entry hereunder, the Lessee accepts and Lessor warrants
OF the Premises as being in good and satisfactory working condition,
PREMISES including all HVAC, electrical and mechanical systems unless
AND within fifteen (15) days after such entry Lessee shall give
CONSENT TO Lessor written notice specifying in reasonable detail the respects
SURRENDER in which the Premises were not in satisfactory condition. The
Lessee agrees on the last day of the term hereof, or on sooner
termination of this Lease, to surrender the premises, together with
all alterations, additions, and improvements which may have been
made in, to, or on the Premises by Lessor or Lessee, including all
HVAC, electrical and mechanical systems unto Lessor in the same
good condition as at Lessee's entry into the Premises excepting
for such wear and tear as would be normal for the period of the
Lessee's occupancy. The Lessee, on or before the end of the term
or sooner termination of this Lease, shall remove all Lessee's
personal property and trade fixtures from the premises and all
property not so removed shall be deemed to be abandoned by the
Lessee. If the Premises be not surrendered at the end of the term
or sooner termination of this Lease, the Lessee shall indemnify
the Lessor against loss or liability resulting from delay by the
Lessee in so surrendering the Premises including, without
limitation, any claims made by any succeeding tenant founded on
such delay.
USES 8. Lessee shall not commit, or suffer to be committed, any
PROHIBITED waste upon the Premises, or any nuisance, or other act or thing
which may disturb the quiet enjoyment of any other tenant in or
around the buildings in which the Premises may be located, or allow
any sale by auction upon the Premises, or allow the Premises to be
used for any improper, immoral, unlawful or objectionable purpose,
or place any loads upon the floor, walls, or roof which endanger
the structure, or place any harmful liquids in the drainage system
of the building. No waste materials or refuse shall be dumped upon
or permitted to remain upon any part of the Premises outside of the
building proper. 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 on any
portion of the Premises outside of the buildings proper, unless
they are in approved enclosures.
ALTERATIONS 9. The Lessee shall make no alterations, additions or
AND improvements in excess of $10,000.00 to the Premises or any part
ADDITIONS thereof without first obtaining the prior written consent of the
Lessor. The Lessor may impose as a condition to the aforesaid
consent such requirements as Lessor may deem necessary in Lessor's
sole discretion, including without limitation thereto, the manner
in which the work is done, a right of approval of the contractor
by whom the work is to be performed, the times during which it is
to be accomplished, and the requirement that upon written request
of Lessor prior to the expiration or earlier termination of the
Lease, Lessee will remove any or all improvements or additions to
the Premises installed at Lessee's expense. All such alterations,
additions or improvements not specified to be removed shall at the
expiration of earlier termination of the lease become the property
of the Lessor and remain upon and be surrendered with the
Premises. All movable furniture, business and trade fixtures, and
machinery, equipment and all special electrical, mechanical or
HVAC systems installed by Lessee and used solely for the purpose
of Lessee's manufacturing process shall remain the property of the
Lessee and may be removed by the Lessee at any time during the
Lease term when Lessee is not in default hereunder. Items which
are not to be deemed as movable furniture, business and trade
fixtures, or machinery and equipment shall include heating,
lighting, electrical systems, air conditioning, partitioning,
carpeting, or any other installation which has become an integral
part of the Premises. The Lessee will at all times permit notices
of non-responsibility to be posted and to remain posted until the
completion of alterations or additions which have been approved by
the Lessor.
XXXXXX- 00. Lessee shall, at Lessee's sole cost, keep and maintain the
XXXXX OF Premises and appurtenances and every part thereof, including but
PREMISES not limited to, glazing, sidewalks, parking areas, including
resealing when necessary except for initial resealing to be
performed by Lessor prior to January 1, 1997, plumbing, electrical
systems, heating and air conditioning installations, any store
front, roof covering--unless it is not feasible to repair the
existing roof covering and a new roof covering is required, and
the interior of the Premises in good order, condition, and repair.
Lessor at Lessor's sole cost and expense shall maintain the
exterior of the walls, and structural portions of the roof,
foundations, walls, and floors except for any repairs caused by
the wrongful act of the Lessee and Lessee's agents. The Lessor
will replace the roof covering if repairs to said covering are no
longer economically feasible in the judgment of roofing experts,
and provided that said replacement is not made necessary by acts
of the Lessee and Lessee's agents. The Lessee shall water,
maintain and replace, when necessary, any shrubbery and
landscaping provided by the Lessor on the Premises. The Lessee
expressly waives the benefits of any statute now or hereafter in
effect which would otherwise afford the Lessee the right to make
repairs at Lessor's expense or to terminate this lease because of
Lessor's failure to keep the Premises in good order, conditions or
repair.
FIRE AND 11.
EXTENDED
COVERAGE
INSURANCE
AND
SUBROGATION
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REVISED INSURANCE CLAUSE
This Lease Clause replaces the Insurance Clause (11.) in the
Renault & Xxxxxxx Net Lease Form.
11. Lessee shall not use, or permit the Premises, or any
part thereof, to be used, for any purposes other than that
for which the Premises are hereby leased; and no use shall be
made or permitted to be made on the Premises, nor acts done,
which will cause a cancellation of any insurance policy
covering said building, or any part thereof, nor shall Lessee
sell or permit to be kept, used or sold, in or about the
Premises, any article which may be prohibited by the standard
form of fire insurance policies. Lessee shall, at his sole
cost and expense, comply with any and all requirements,
pertaining to the Lessee's use and occupancy of the Premises,
of any insurance organization or company, necessary for the
maintenance of reasonable fire and public liability
insurance, covering said building and appurtenances.
11.1 Lessee shall, at its expense, obtain and keep in
force during the term of this Lease a policy of comprehensive
public liability insurance insuring Lessee, Lessor, agents,
invitees, and contractors, including Lessor's lender, against
any liability arising out of the Lessee's use, occupancy or
maintenance of the Premises. Such insurance policy shall have
a combined single limit for both bodily injury and property
damage in an amount not less than One Million Dollars
($1,000,000.00). The limits of said insurance shall not limit
the liability of Lessee hereunder.
INSURANCE 11.2 Lessee shall, at its expense, keep in force during
the term of this Lease, a policy of fire and property damage
insurance in an "all risk" form with a sprinkler leakage
endorsement, insuring Lessee's inventory, fixtures, equipment
and personal property within the Premises for the full
replacement value thereof.
11.3 Lessor shall maintain a policy or policies of fire
and property damage insurance in an "all risk" form, with
sprinkler and, at the option of the Lessor, earthquake
endorsements, covering loss or damage to the building,
including Lessee's leasehold improvements installed with the
written consent of the Lessor, in such amounts and with such
coverage as Lessor deems advisable.
11.4 Lessee shall pay to Lessor as additional rent,
during the term hereof within 10 days after receipt of an
invoice therefore, 100 percent of the premiums for any
insurance obtained by Lessor pursuant to 11.3 above. Lessor
may obtain such insurance for the Building separately, or
together with other buildings and improvements which Lessor
elects to insure together under blanket policies of
insurance. In such case Lessee shall be liable for only such
portion of the premiums for such blanket policies as are
allocable to the Premises. It is understood and agreed that
Lessee's obligation under this paragraph shall be prorated to
reflect the Commencement Date and Expiration Date of the
Lease.
11.5 Lessee and Lessor each hereby waives any and all
rights of recovery against the other, or against the
officers, directors, employees, partners, agents and
representatives of the other, for loss of or damage to the
property of the waiving party or the property of others under
its control, to the extent such loss or damage is insured
against under any insurance policy carried by Lessor or
Lessee hereunder. Each party shall notify their respective
insurance carriers of this waiver and obtain from the
respective insurer, a waiver by such insurer of all rights of
subrogation or assignment of claims in connection with a
claim against Lessor or Lessee, as the case may be, covered
by such insurance.
SEE REVISED INSURANCE CLAUSE ATTACHED
ABANDONMENT 12. Lessee shall not vacate or abandon the Premises at
any time during the term; and if Lessee shall abandon, vacate
or surrender the premises, or be dispossessed by process of
law, or otherwise, any personal property belonging to Lessee
and left on the Premises shall be deemed to be abandoned, at
the option of Lessor, except such property as may be
mortgaged to Lessor. Abandonment shall be defined as outlined
in section 1951.3 of the California Civil Code.
FREE FROM 13. Lessee shall keep the Premises and the property in
LIENS which the Premises are situated, free from any liens arising
out of any work performed, materials furnished, or
obligations incurred by Lessee.
COMPLIANCE 14. Lessee shall, at his sole cost and expense, comply
WITH with all of the requirements of all Municipal, State and
GOVERN- Federal authorities now in force, or which may hereafter be
MENTAL in force, pertaining to the Lessee's specific use, and shall
REGULATIONS faithfully observe in the use of the Premises all Municipal
ordinances and State and Federal statutes now in force or
which may hereafter be in force. The judgment of any court of
competent jurisdiction, or the admission of Lessee in any
action or proceeding against Lessee, whether Lessor be a
party thereto or not, that Lessee has violated any such
ordinance or statute in the use of the Premises, shall be
conclusive of that fact as between Lessor and Lessee.
INDEMNI- 15. The Lessee, as a material part of the consideration
FICATION OF to be rendered to the Lessor, hereby waives all claims
LESSOR AND against the Lessor for damages to goods, wares and
LESSEE'S merchandise, and all other personal property in, upon, or
LIABILITY about the Premises and for injuries to persons in or about
INSURANCE the Premises, from any cause arising at any time, excepting
claims arising from the Lessor's negligence, and the Lessee
will hold the Lessor exempt and harmless from any damage or
injury to any person, or to the goods, wares and merchandise
and all other personal property of any person, arising from
the use of the Premises by the Lessee, or from the failure of
the Lessee to keep the Premises in good condition and repair,
as herein provided.
SEE REVISED INSURANCE CLAUSE ATTACHED
ADVERTISE- 16. Lessee will not place or permit to be placed, in,
MENTS AND upon or about the Premises any unusual or extraordinary
SIGNS signs, or any signs not approved by the city or other
governing authority. The Lessee will not place, or permit to
be placed, upon the Premises, any signs, advertisements or
notices without the written consent of the Lessor first had
and obtained. Any sign so placed on the Premises shall be so
placed upon the understanding and agreement that Lessee will
remove same at the termination of the tenancy herein created
and repair any damage or injury to the Premises caused
thereby, and if not so removed by Lessee then Lessor may have
same so removed at Lessee's expense.
UTILITIES 17. Lessee shall pay for all water, gas, heat, light,
power, telephone service and all other service supplied to
the Premises. If the premises are not served by a separate
water meter, the Lessee shall pay to the Lessor 100 percent
of the water xxxx for the entire property covered by said
xxxx and of which the Premises are a part.
ATTORNEY'S 18. In case suit should be brought for the possession of
FEES the Premises, for the recovery of any sum due hereunder, or
because of the breach of any other covenant herein, the
losing party shall pay to the prevailing party a reasonable
attorney's fee, which shall be deemed to have accrued on the
commencement of such action and shall be enforceable whether
or not such action is prosecuted to judgment.
DEFAULT 19. In the event of any breach of this Lease by the
Lessee, or an abandonment of the Premises by the Lessee, the
Lessor has the option of 1) removing all persons and property
from the Premises and repossessing the Premises in which case
any of the Lessee's property which the Lessor removes from
the Premises may be stored in a public warehouse or elsewhere
at the cost of, and for the account of Lessee, or 2) allowing
the Lessee to remain in full possession and control of the
Premises. If the Lessor chooses to repossess the Premises,
the Lease will automatically terminate in accordance with
provisions of the California Civil Code, Section 1951.2. In
the event of such termination of the Lease, the Lessor may
recover from the Lessee: 1) the worth at the time of award of
the unpaid rent which had been earned at the time of
termination including interest at 7% per annum; 2) the worth
at the time of award of the amount by which the unpaid rent
which would have been earned after termination until the time
of award exceeds the amount of such rental loss that the
Lessee proves could have been reasonably avoided including
interest at 7% per annum; 3) 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 such
rental loss that the Lessee proves could be reasonably
avoided; and 4) any other amount necessary to compensate the
Lessor for all the detriment proximately caused by the
Lessee's failure to perform his obligations under the Lease
or which in the ordinary course of things would be likely to
result therefrom. If the Lessor chooses not to repossess the
premises, but allows the Lessee to remain in full possession
and control of the Premises, then in accordance with
provisions of the California Civil Code, Section 1951.4, the
Lessor may treat the Lease as being in full force and effect,
and may collect from the Lessee all rents as they become due
through the termination date of the lease as specified in the
lease. For the purposes of this paragraph, the following do
not constitute a termination of Lessee's right to possession:
a) Acts of maintenance or preservation or efforts to relet
the property.
b) The appointment of a receiver on the initiative of the
Lessor to protect his interest under this Lease.
LATE 20. Lessee hereby acknowledges that late payment by
CHARGES Lessee to Lessor of rent and other sums due hereunder will
cause Lessor to incur costs not contemplated by this lease,
the exact amount of which will be extremely difficult to
ascertain. Such costs include, but are not limited to,
processing and accounting charges, and late charges which may
be imposed on Lessor by the terms of any mortgage or trust
deed covering the Premises. Accordingly, if any installment
of rent or any other sum due from Lessee shall not be
received by Lessor or Lessor's designee within ten (10) days
after such amount shall be due, Lessee shall pay to Lessor a
late charge equal to ten percent (10%) of such overdue
amount. The parties hereby agree that such late charge
represents a fair and reasonable estimate of the costs Lessor
will incur by reason of late payment by Lessee. Acceptance of
such late charge by Lessor shall in no event constitute a
waiver of
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Lessee's default with respect to such overdue amount, nor
prevent Lessor from exercising any of the other rights and
remedies granted hereunder.
SURRENDER OF LEASE 21. The voluntary or other surrender of this Lease by
Lessee, or a mutual cancellation thereof, shall not work a
merger, and shall, at the option of Lessor, terminate all
or any existing subleases or subtenancies, or may, at the
option of Lessor, operate as an assignment to him of any
or all such subleases or subtenancies.
TAXES 22. The Lessee shall be liable for all taxes levied
against personal property and trade or business fixtures.
The Lessee also agrees to pay, as additional rental,
during the term of this Lease and any extensions thereof,
all real estate taxes plus the yearly installments of any
special assessments which are of record or which may
become of record during the term of this lease. If said
taxes and assessments are assessed against the entire
building and building site, and this Lease does not cover
the entire building or building site, the taxes and
assessment installments allocated to the Premises shall be
pro-rated on a square footage or other equitable basis, as
calculated by the Lessor. It is understood and agreed that
the Lessee's obligation under this paragraph will be
pro-rated to reflect the commencement and termination
dates of this Lease.
NOTICES 23. All notices to be given to Lessee may be given in
writing personally or by depositing the same in the United
States mail, postage prepaid, and addressed to Lessee at
the said Premises, whether or not Lessee has departed
from, abandoned or vacated the Premises.
ENTRY BY 24. Lessee shall permit Lessor and his agents to enter
LESSOR into and upon and with prior notice the Premises at all
reasonable times for the purpose of inspecting the same or
for the purpose of maintaining the building in which the
Premises are situated, or for the purpose of making
repairs, alterations or additions to any other portion of
said building, including the erection and maintenance of
such scaffolding, canopies, fences and props as may be
required without any rebate of rent and without any
liability to Lessee for any loss of occupation or quiet
enjoyment of the Premises thereby occasioned; and shall
permit Lessor and his agents, at any time within ninety
days prior to the expiration of this Lease, to place upon
the Premises any usual or ordinary "For Sale" or "To
Lease" signs and exhibit the Premises to prospective
tenants at reasonable hours.
DESTRUCTION OF 25. In the event of a partial destruction of the
PREMISES Premises during the said term from any cause, Lessor shall
forthwith repair the same, provided such repairs can be
made within ninety (90) days from date of destruction
under the laws and regulations of State, Federal, County
or Municipal authorities, but such partial destruction
shall in no way annul or void this Lease, except that
Lessee shall be entitled to a proportionate reduction of
rent while such repairs are being made, such proportionate
reduction to be based upon the extent to which the making
of such repairs shall interfere with the business carried
on by Lessee in the Premises. If such repairs cannot be
made in ninety (90) days from date of destruction Lessor
may, at his option, make same within a reasonable time,
this Lease continuing in full force and effect and the
rent to be proportionately reduced as aforesaid in this
paragraph provided. In the event that Lessor does not so
elect to make such repairs which cannot be made in ninety
(90) days, or such repairs cannot be made under such laws
and regulations, this Lease may be terminated at the
option of either party. In respect to any partial
destruction which Lessor is obligated to repair or may
elect to repair under the terms of this paragraph, the
provision of Section 1932, Subdivision 2, and of Section
1933, Subdivision 4, of the Civil Code of the State of
California are waived by Lessee. In the event that the
building in which the Premises may be situated be
destroyed to the extent of not less than 33 1/3% of the
replacement cost thereof, Lessor may elect to terminate
this Lease, whether the Premises be injured or not. A
total destruction of the building in which the Premises
may be situated shall terminate this Lease. In the event
of any dispute between Lessor and Lessee relative to the
provisions of this paragraph, they shall each select an
arbitrator, the two arbitrators so selected shall select a
third arbitrator and the three arbitrators so selected
shall hear and determine the controversy and their
decision thereon shall be final and binding upon both
Lessor and Lessee, who shall bear the cost of such
arbitration equally between them.
ASSIGNMENT AND 26. The Lessee shall not assign, transfer, or
SUBLETTING 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 the Lessor. Lessor
agrees not to unreasonably withhold consent to sublet or
assign. As a condition for granting its consent to any
subletting the Lessor may require the Lessee to agree to
pay to the Lessor, as additional rental, all rents
received by the Lessee from its Sublessee which are in
excess of the amount payable by the Lessee to the Lessor
hereunder. The Lessee shall, by sixty (60) days written
notice, advise the Lessor of its intent to sublet the
Premises or any portion thereof for any part of the term
hereof. Within thirty (30) days after receipt of Lessee's
notice, Lessor shall either give approval to Lessee to
sublease the portion of the Premises described in Lessee's
notice, or Lessor shall terminate this Lease as to the
portion of the Premises described in Lessee's notice on
the date specified in Lessee's notice. If Lessee intends
to sublet the entire Premises and Lessor elects to
terminate this Lease, this Lease shall be terminated on
the date specified in Lessee's notice. If, however, this
Lease shall terminate pursuant to the foregoing with
respect to less than all the Premises, the rent, as
defined and reserved herein above shall be adjusted on a
prorata basis to the number of square feet retained by
Lessee, and this Lease as so amended shall continue in
full force and effect. If the Lessor approves a subletting,
the Lessee may sublet immediately after receipt of the
Lessor's written approval. In the event Lessee is allowed
to assign, transfer or sublet the whole or any part of the
Premises, with the prior written consent of Lessor, no
assignee, transferee or sublessee 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 the Lessor. A
consent of Lessor to one assignment, transfer,
hypothecation, subletting, occupation or use by any other
person shall not release Lessee from any of Lessee'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
Lessee and shall, at the option of Lessor exercised by
written notice to Lessee, 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 Lessor. As
a condition to its consent, Lessor may require Lessee to
pay all expense in connection with the assignment, and
Lessor may require Lessee's assignee or transferee (or
other assignees or transferees) to assume in writing all
of the obligations under this Lease.
CONDEMNATION 27. If any part of the premises shall be taken for any
public or quasi-public use, under any statute or by right
of eminent domain or private purchase in lieu thereof, and
a part thereof remains which is susceptible of occupation
hereunder, this Lease shall, as to the part so taken,
terminate as of the date title shall vest in the condemnor
or purchaser, and the rent payable hereunder shall be
adjusted so that the Lessee shall be required to pay for
the remainder of the term only such portion of such rent
as the value of the part remaining after such taking bears
to the value of the entire
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premises prior to such taking, but in such event Lessor
shall have the option to terminate this Lease as of the
date when title to the part so taken vests in the
condemnor or purchaser. If all of the premises, or such
part thereof be taken so that there does not remain a
portion susceptible for occupation hereunder, this Lease
shall thereupon terminate. If a part or all of the
Premises be taken, all compensation awarded upon such
taking shall go to the Lessor and the Lessee shall have no
claim thereto.
EFFECT OF 28. The term "Lessor" as used in this Lease, means only
CONVEYANCE the owner for the time being of the land and building
containing the Premises, so that, in the event of any sale
of said land or building, or in the event of a lease of
said building, the Lessor shall be and hereby is entirely
freed and relieved of all covenants and obligations of the
Lessor hereunder, and it shall be deemed and construed,
without further agreement between the parties and the
purchaser at any such sale, or the Lessee of the building,
that the purchaser or lessee of the building has assumed
and agreed to carry out any and all covenants and
obligations of the Lessor hereunder. If any security be
given by the Lessee to secure the faithful performance of
all or any of the covenants of this Lease on the part of
the Lessee, the Lessor may transfer and deliver the
security, as such, to the purchaser at any such sale or
the lessee of the building, and thereupon the Lessor shall
be discharged from any further liability in reference
thereto.
SUBORDINATION 29. Lessee agrees that this Lease may, at the option of
Lessor, be subject and subordinate to any mortgage, deed
of trust or other instrument of security which has been or
shall be placed on the land and building or land or
building of which the Premises form a part, and this
subordination is hereby made effective without any further
act of Lessee. The Lessee shall, at any time hereinafter,
on demand, execute any instruments, releases, or other
documents that may be required by any mortgagee,
mortgagor, or trustor or beneficiary under any deed of
trust for the purpose of subjecting and subordinating this
Lease to the lien of any such mortgage, deed of trust or
other instrument of security, and
WAIVER 30. The waiver by Lessor of any breach of any term,
covenant or condition, herein contained shall not be deemed
to be a waiver of such term, covenant or condition or any
subsequent breach of the same or any other term, covenant
or condition therein contained. The subsequent acceptance
of rent hereunder by Lessor shall not be deemed to be a
waiver of any preceding breach by Lessee of any term,
covenant or condition of this Lease, other than the
failure of Lessee to pay the particular rental so
accepted, regardless of Lessor's knowledge of such
preceding breach at the time of acceptance of such rent.
HOLDING OVER 31. Any holding over after the expiration of the said
term, with the consent of Lessor, shall be construed to be
a tenancy from month to month, at a rental to be
negotiated by Lessor and Lessee prior to the expiration of
said term, and shall otherwise be on the terms and
conditions herein specified, so far as applicable.
SUCCESSORS 32. The covenants and conditions herein contained
AND shall, subject to the provisions as to assignment, apply
ASSIGNS to and bind the heirs, successors, executors,
administrators and assigns of all of the parties hereto;
and all of the parties hereto shall be jointly and
severally liable hereunder.
TIME 33. Time is of the essence of this Lease.
MARGINAL 34. The marginal headings or titles to the paragraphs
CAPTIONS of this Lease are not a part of this Lease and shall have
no effect upon the construction or interpretation of any
part thereof. This instrument contains all of the
agreements and conditions made between the parties hereto
and may not be modified orally or in any other manner than
by an agreement in writing signed by all of the parties
hereto or their respective successors in interest.
PARAGRAPHS 35, 36 & 37 ATTACHED HERETO ARE HEREBY MADE A
PART OF THIS LEASE
THIS LEASE HAS BEEN PREPARED FOR SUBMISSION TO YOUR
ATTORNEY WHO WILL REVIEW THE DOCUMENT AND ASSIST YOU TO
DETERMINE WHETHER YOUR LEGAL RIGHTS ARE ADEQUATELY
PROTECTED. RENAULT & XXXXXXX IS NOT AUTHORIZED TO GIVE
LEGAL AND TAX ADVICE. NO REPRESENTATION OR RECOMMENDATION
IS MADE BY RENAULT & XXXXXXX OR ITS AGENTS OR EMPLOYEES AS
TO THE LEGAL SUFFICIENCY, LEGAL EFFECT OR TAX CONSEQUENCES
OF THIS DOCUMENT OR ANY TRANSACTION RELATING THERETO.
THESE ARE QUESTIONS FOR YOUR ATTORNEY WITH WHOM YOU SHOULD
CONSULT BEFORE SIGNING THIS DOCUMENT.
IN WITNESS WHEREOF, Lessor and Lessee have executed these
presents, the day and year first above written.
LESSOR LESSEE
ZAPPETTINI INVESTMENT Co. INTUITIVE SURGICAL
/s/ Xxxxxx X. XxXxx /s/ Xxxxxxxx X. Xxxx
------------------------- ------------------------
Subject to Board approval
------------------------- ------------------------
V.P., Medical Director
------------------------- ------------------------
E-6084
5 of 5
ADDITIONAL PARAGRAPHS
The following additional paragraphs are hereby made a part of that certain
Lease dated September 9, 1996, by and between Zappettini Investment Co.,
Lessor, and Intuitive Surgical, Lessee, covering the Premises located at 0000
Xxxxxxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx.
35. Lessor will indemnify Lessee from and against all costs of response,
corrective action, remedial action, claims, demands, losses and liabilities
arising from any pre-existing environmental contamination which may have
occurred prior to the Lessee taking possession of the Premises.
Lessee will only be responsible for contamination of the Premises or the
soils or ground water thereon or thereunder in violation of Hazardous
Materials Laws, that is caused by Lessee or Lessee's agents or contractors
during the term as may be extended. All hazardous materials and toxic wastes
that Lessee brings on the Premises shall be stored according to Hazardous
Materials' Laws.
All hazardous materials and toxic wastes that Lessee brings on the site shall
be stored according to all local, state and national governmental
regulations. Hazardous Materials shall be defined as those substances that
are recognized as posing a risk of injury to health or safety by the Santa
Xxxxx Fire Department, the Santa Xxxxx County Health Department, the Regional
Water Quality Control Board, the State of California or the Federal
Government.
For purposes of this Lease, "Hazardous Materials' Laws" shall mean all local,
state and federal laws, statutes, ordinances, rules, regulations, judgements
injunctions, stipulations, decrees, orders, permits, approvals, treaties or
protocols now or hereafter enacted, issued or promulgated by any governmental
authority which relate to any Hazardous Material or the use, handling,
transportation, production, disposal, discharge, release, emission, sale or
storage of, or the exposure of any person to, a Hazardous Material.
36. Quite Enjoyment. Landlord covenants and agrees that Tenant, so long as
it shall not be in default hereunder, shall and may, at all times during the
term of this Lease and any extension and renewal hereof, peacefully and
quietly have, hold, occupy, and enjoy the Premises without any hindrance or
molestation whatever.
37. Option. Lessor hereby grants to Lessee the option to renew this Lease
for 1 (one) additional 3 (three) year term commencing on the termination date
of the Lease. Said option shall be exercised by letter and no later than 60
(sixty) days and no earlier than 120 (one hundred twenty) days prior to the
termination date of this Lease. All the terms and conditions contained in the
original Lease shall govern the extension period excepting the monthly rental
shall be 95% of the then fair market value for similar buildings within a one
mile radius from the above location.
