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EXHIBIT 10.15
[RAISER PROPERTY MANAGEMENT LETTERHEAD]
OFFICE LEASE
STANDARD AGREEMENT
THIS LEASE, dated January 8, 1998, between SeaBreeze I Venture ("Lessor")
and The Gymboree Corporation, ("Lessee").
1. PREMISES: Lessor hereby leases to Lessee, and Lessee hereby leases from
Lessor, for the term and subject to the agreements, conditions and
provisions hereinafter set forth, to each and all of which Lessor and
Lessee hereby mutually agree, the following described premises (the
"Premises") Suites 120 & 130 consisting of approximately 6,990 rentable
square feet located at 000 Xxxx Xxxxxxxxx, Xxxxxxxxxx, XX. As used in this
Lease the term "Building" means the land and other real property described
in Exhibit A attached hereto, the building constructed or being constructed
thereon, and all other improvements on or appurtenances located thereon.
2. TERMS, COMPLETION OF IMPROVEMENTS: The term of this lease shall commence
on March 1, 1998, and, unless sooner terminated as hereinafter provided,
shall end on March 31, 2003. If Lessor, for any reason whatsoever, cannot
deliver possession of the Premises to Lessee at the commencement of said
term, in accordance with the terms hereof, this Lease shall not be void or
voidable, nor shall Lessor be liable to Lessee for any loss or damage
resulting therefrom, but in that event, rental shall be waived for the
period between the commencement for said term and the time when Lessor can
deliver possession. No delay in delivery of possession shall operate to
extend the term hereof.
3. RENTAL: (a) Lessee shall pay to Lessor throughout the term of this Lease
as rental for the Premises ($___) (the "Base Rent") (subject to adjustment
as provided in paragraphs 3(b), 3(c) and 4 below) which rental shall be
payable monthly in installments of --See Addendum to Lease-- Dollars ($___)
each on or before the first day of the first full calendar month of the
term hereof and on or before the final day of each and every successive
calendar month thereafter during the term hereof. In the event the term of
this Lease commences on a day other than the first day of a calendar month,
then the monthly rental for the first and last fractional months of the
term hereof shall be appropriately prorated. Rental shall be paid to
Lessor, without deduction or offset, in lawful money of the United States
of America at 000 X. Xxxxxxxxx Xx., Xxxxx 000, Xxx Xxxxx, XX 00000, or to
such other person or at such other place as Lessor may from time to time
designate in writing.
(b) In the event the sum of Operating Expenses for the Base Year (as that
term is defined in paragraph 4(a) and real property taxes and assessments
for the Base Tax Year (as that term is defined in paragraph 4(b)) exceeds
_____ per square foot of rentable area in the Building, the Base Rent set
forth in paragraph 3(a) above shall be increased by Lessee's Percentage
Share (as that term is defined in paragraph 4(a) of such excess (the
"Adjusted Base Rent"). Lessor shall notify Lessee in writing within sixty
(60) days following the end of the Base Year for Operating Expenses or the
Base Tax Year, whichever is later, of any such adjustment, including the
amount of the Adjusted Base Rent payable thereafter and the amount of
additional rent payable from the commencement of the Lease term through the
last day of the month in which notice is given, which additional rent shall
be due and payable thirty (30) days after receipt of notice thereof.
(c) The Adjusted Base Rent shall be subject to increase every n/a at the
commencement of the lease year (the "Adjustment Dates") as follows: (i) the
basis for computing the adjustment shall be the final Consumer Price Index
for all Urban Consumers for the San Francisco Oakland Metropolitan Area
published by the United States Department of Labor, Bureau of Labor
Statistics (the "Index"), which is published for the month most recently
preceding the commencement of the term hereof (the "Beginning Index"). If
the index published most recently preceding an Adjustment Date (the
"Adjustment Index") has increased with respect to the Beginning Index, the
rental for the period until the next Adjustment Date shall be increased by
the amount obtained by multiplying the Adjusted Base Rent by a fraction,
the numerator of which is the difference between the Adjustment Index and
the Beginning Index, and the denominator of which is the Beginning Index.
In no event shall the rental payable under this paragraph 3(c) be less than
the Adjusted Base Rent set forth in paragraph 3(b) above. (ii) If the Index
is changed so that the base year differs from that used as of the month
immediately preceding the month in which the commencement of the term
hereof occurs, the lender shall be converted in accordance with the
conversion factor published by the United States Department of Labor,
Bureau of Labor Statistics. If the Index is discontinued or revised during
the term, such other government index or computation with which it is
replaced shall be used in order to obtain substantially the same result as
would be obtained if the Index had not been discontinued or revised.
4. LESSEE'S SHARE OF INCREASED COSTS: (a) The rental payable during each
calendar year or part thereof during the term of this Lease subsequent to
the calendar year 1998 (the calendar year 1998 being hereinafter referred
to as the "Base Year") shall be increased by Lessee's Percentage Share of
the total dollar increase, if any, in Operating Expenses paid or incurred
by Lessor in such year over Operating Expenses paid or incurred by Lessor
in the Base Year. In no event shall the rental payable under this paragraph
4(a) be less than the Base Rent, as the same may from time to time be
adjusted, referred to in paragraph 3 above. As used herein, "Lessee's
Percentage Share" shall be 6.85%. See Addendum paragraph 5 for additional
terms. As used herein, "Operating Expenses" shall mean (i) all costs of
management, operation and maintenance of the Building, including, without
limitation, wages, salaries and payroll burden of employees, janitorial,
maintenance, guard, and other services, Building office rent or rental
value, power, water, waste disposal and other utilities, materials and
supplies, maintenance and repairs, insurance, and depreciation on personal
property, and (ii) the cost or portion thereof property allocable to the
Building (amortized over such reasonable period as Lessor shall determine
together with interest at the rate of 2% over prime per annum on the
(unamortized balance) of any capital improvements made to the Building by
Lessor after the Base Year that reduce other Operating Expenses or made to
the Building by Lessor after the date of this Lease that are repaired under
any governmental law or regulation that was not applicable to the Building
at the time it was constructed; provided, however, that Operating Expenses
shall not include taxes covered under paragraph 4(b) below, depreciation on
the Building (other than depreciation on exterior window draperies provided
by Lessor and carpeting in public corridors and common areas), costs of
tenants' improvements, real estate brokers' commissions, interest and
capital items other than those referred to in clause (ii) above,
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(b) The rental payable during each tax year (July 1 through June 30) In the
term hereof subsequent to the tax year ending June 30, 1998 or, if the
assessed valuation of the Building for such tax year does not reflect a
valuation as a substantially completed building, then subsequent to the
first tax year for which the assessed valuation of the Building seller is a
valuation as a substantially completed building (the "Base Tax Year") shall
be increased by Lessee's Percentage Share of the total dollar increase, if
any, in real property taxes and assessments (and any tax levied wholly or
partly in lieu thereof) levied against the Building for such tax year, over
such losses for the Base Tax Year, provided that in no event shall the
rental payable hereunder be less than the Base Rent, as the same may from
time to time be adjusted, referred to in paragraph 3 above.
(c) During December of each calendar year or as soon thereafter as
practicable, Lessor shall give Lessee written notice of its estimate of
amounts payable under paragraphs 4(a) and 4(b) above for the ensuing
calendar year. On or before the first day of each month during the ensuing
calendar year, Lessee shall pay to Lessor one-twelfth (1/12) of such
estimated amounts; provided that, if such notice is not given in December,
Lessee shall continue to pay of the basis of the prior year's estimate
until the month after such notice is given. If at any time or times it
appears to Lessor that the amounts payable under other paragraph 4(a) or
4(b) above for the current calendar year will vary from its estimate by
more that 5% Lessor shall, by written notice in Lessee, revise its estimate
for such year, and subsequent payments by Lessee for such year shall be
based upon such revised estimate.
(d) Within ninety (90) days after the close of each calendar year or as
soon after such 90-day period as practicable, Lessor shall deliver to
Lessee a statement of amounts payable under paragraphs 4(a) and 4(b) above
for such calendar year certified by certified accountants designated by
Lessor and such certified statements shall be conclusively binding upon
Lessor and Lessee. If such statement shows an amount owing by Lessee that
is less than the estimated payments for such calendar year previously
made by Lessee, it shall be accompanied by a refund of the excess by
lessor to Lessee. If such statement shows an amount owing by Lessee that
is more than the estimated payments for such calendar year previously made
by Lessee, Lessee shall pay the deficiency to lessor within thirty (30)
days after delivery of the statement.
(e) If, for any reason other than the default of Lessee, this Lease shall
terminate on a day other than the last day of a calendar year, the amount
of increase (if any) in rental payable by Lessee applicable to the
calendar year in which such termination shall occur shall be prorated on
the basis which the number of days from the commencement of such calendar
year to and including such termination date bears to three hundred and
sixty-five (365).
5. USE: The Premises shall be used for general office purposes and no other.
Lessee shall not do or permit to be done in or about the Premises, nor
bring or keep or permit to be brought or kept therein, anything which is
prohibited by or will in any way conflict with any law, statute, ordinance
or governmental rule or regulation now in force or which may hereafter be
enacted or promulgated, or which is prohibited by the standard form of the
insurance policy, or will in any way increase the existing rate of or
affect any fire or other insurance upon the Building or any of its
contents or cause a cancellation of any insurance policy covering the
Building or any part thereof or any of its contents. Lessee shall not do or
permit anything to be done in or about the Premises which will in any way
obstruct or interfere with the rights of other tenants of the Building, or
injure or annoy them, or use or allow the Premises to be used for any
improper, immoral, unlawful or objectionable purpose, nor shall Lessee
cause, maintain or permit any nuisance in, on or about the Premises or
commit or suffer to be committed any waste in, on or about the Premises.
6. SERVICES: (a) Lessor shall maintain the public and common areas of the
Building, including lobbies, stairs, elevators, corridors and restrooms,
the windows in the Building, the mechanical, plumbing and electrical
equipment serving the Building, and the structure itself in reasonably
good order and condition except for damage occasioned by the act of
Lessee, which damage shall be repaired by Lessor at Lessee's expense.
(b) Lessor shall furnish the Premises with (i) electricity for lighting
and the operation of office machines, (ii) heat and air conditioning from
8:00 a.m. to 6:00 p.m. Monday through Friday, excluding holidays,
reasonably required for the comfortable occupation of the Premises, (iii)
elevator service, (iv) lighting replacement (for building standard
lights,) (v) restroom supplies, and (vi) window washing with reasonable
frequency, all during the times and in the manner that such services are
customarily furnished in comparable office buildings in the area. Lessor
shall be responsible for furnishing daily janitorial service on the
Premises. Lessor shall not be in default hereunder or be liable for any
damages directly or indirectly resulting from, nor shall the rental herein
reserved be abated by reason of (x) the installation, use or interruption
of use of any equipment in connection with the furnishing of any of the
foregoing services, (y) failure to furnish or delay in furnishing any such
services when such failure or delay is caused by accident or any
condition beyond the reasonable control of Lessor or by the making of
necessary repairs or improvements to the Premises or to the Building, or
(z) the limitation, curtailment, rationing or restriction on use of water
or electricity, gas or any other form of energy serving the Premises or
the Building. Lessor shall use reasonable efforts diligently to remedy any
interruption in the furnishing of such services.
(c) Whenever heat generating machines or equipment or lighting other than
building standard lights are used on the Premises by Lessee which affect
the temperature otherwise maintained by the air conditioning system.
Lessor shall have the right to install supplementary air conditioning
units in the Premises, and the costs thereof, including the cost of
installation and the cost of operation and maintenance thereof, shall be
paid by Lessee to Lessor upon billing by Lessor. If Lessee installs
lighting requiring power in excess of that required for normal desk-top
office equipment or normal copying equipment. Lessee shall pay Lessor upon
billing for the cost of such excess power as additional rent, together
with the cost of installing any additional risers or other facilities and
accent lighting. Except for typical standard office equipment such as
telephones, PC's, and copy equipment that may be necessary to furnish such
excess power to the Premises.
(d) Notwithstanding any other provision hereof, in the event that any law,
ordinance or other governmental regulation now or hereafter in effect shall
impose a limit on the allocation in the Building of any utility or other
service, whether or not the same is to be supplied to the Premises by
landlord under this paragraph 7, then Lessee shall not use or cause to be
consumed on the Premises, nor shall Lessor be required to provide to the
Premises hereunder, such utility or other service in an amount or in a
manner which would result in the violation by Lessor or Lessee of such
law, ordinance or regulation.
7. TAXES PAYABLE BY LESSEE: In addition to the monthly rental and other
charges to be paid by Lessee hereunder, Lessee shall reimburse Lessor upon
demand for any and all taxes payable by Lessor (other than net income
taxes) whether or not now customary or within the contemplation of the
parties hereto: (a) upon, measured by or reasonably attributable to the
cost or value of Lessee's equipment, furniture, fixtures and other personal
property located in the Premises or by the cost or value of any leasehold
improvements made in or to the Premises by or for Lessee, other than
building standard tenant improvements made by Lessor, regardless of whether
title to such improvements shall be in Lessee or Lessor; (b) upon or
measured by the monthly rental payable hereunder, including without
limitation, any gross income tax or excise tax levied by the City of
Burlingame, the County of San Mateo, the State of California, the Federal
Government or any other governmental body with respect to the receipt of
such rental; (c) upon or with respect to the possession, leasing,
operation, management, maintenance, alteration, repair, use or occupancy by
Lessee of the Premises or any portion thereof; (d) upon this transaction or
any document to which Lessee is a party creating or transferring an
interest or an estate in the Premises. In the event that it shall not be
lawful for Lessee so to reimburse Lessor, the monthly rental payable to
Lessor under this Lease shall be revised to not Lessor the same net rental
after imposition of any such tax upon Lessor as would have been payable to
Lessor prior to the imposition of any such tax.
8. ALTERATIONS: Lessee will not make or suffer to be made any alterations,
additions or improvements to or of the Premises or any part thereof, or
attach any fixtures or equipment thereto, without first obtaining Lessor's
written consent, which consent shall not be unreasonably withheld, unless
otherwise agreed upon by the parties. All alterations, additions, fixtures
and improvements, whether temporary or permanent in character, made in or
upon the Premises either by Lessee or Lessor, shall immediately become
Lessor's property and at the end of the term hereof, shall remain on the
Premises without compensation to Lessee. (See Addendum. Paragraph 6 for
additional terms)
9. LIENS: Lessee shall keep the Premises and the Building free from any liens
arising out of any work performed, materials furnished or obligations
incurred by Lessee. Lessor shall have the right to post and keep posted on
the Premises any notices that may be provided by law or which Lessor may
deem to be proper for the protection of the Lessor, the Premises and the
Building from such liens.
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10. REPAIRS: By entry hereunder Lessee accepts the Premises as being in the
condition in which Lessor is obligated to deliver the Premises, Lessee
shall, at all times during the term hereof and at Lessee's sole cost and
expense, keep the Premises and every part thereof in good condition and
repair, ordinary wear and tear, damage thereto by fire, earthquake, act
of God or the elements excepted, Lessee hereby waiving all rights to
make repairs at the expense of Lessor or in lieu thereof to vacate the
Premises as provided by California Civil Code Section 1942 or any other
law, statute or ordinance now or hereafter in effect. Lessee shall at
the end of the form hereof surrender to Lessor the Premises and all
alterations, additions and improvements thereto in the same condition as
when received, ordinary wear and tear and damage by fire, earthquake,
act of God or elements excepted. Lessor has no obligation and has made
no promise to alter, remodel, improve, repair, decorate or paint the
Premises or any part thereof, except as specifically herein set forth.
No representations respecting the condition of the Premises or the
Building have been made by Lessor to Lessee, except as specifically
herein set forth.
11. DESTRUCTION OR DAMAGE: If the Premises or the Building are damaged by
fire, earthquake, act of God or the elements, Lessor shall forthwith
repair the same, subject to the provisions of this section hereinafter
set forth, and provided such repairs can, in Lessor's opinion, be made
within sixty (60) days, and this Lease shall remain in full force and
effect except that, if there shall be damage to the Premises and such
damage is not the result of negligence of willful misconduct of Lessee
or Lessee's employees or invitees, an abatement of rental shall be
allowed Lessee for such part of the Premises as shall be rendered
unusable by Lessee in the conduct of its business during the time such
part is so unusable. If such repairs cannot, in Lessor's opinion, be
made within sixty (60) days, Lessor may, at its option, upon written
notice to Lessee within thirty (30) days after the date of such fire or
other casualty, repair or restore such damage, this Lease continuing in
full force and effect, but the rent to be partially abated as
hereinabove provided. If Lessor does not so elect to make such repairs
which cannot be made within sixty (60) days, then Lessor may and
(provided the damage affects the Premises or common areas necessary to
Lessee's occupancy) Lessee may, by written notice to the other given not
less than thirty-one (31) nor more than sixty (60) days after the date
of such fire or other casualty, terminate this Lease as of the date of
such fire or other casualty. Lessor shall not be required to repair any
injury or damage by fire, earthquake, act of God or the elements, or to
make any repairs or replacements, of any improvements installed in the
Premises by or for Lessee, other than building standard tenant
improvements made by Lessor, and Lessee shall, at Lessee's sole cost and
expenses, repair and restore its portion of such improvements. A total
destruction of the building shall automatically terminate this Lease.
Lessee waives California Civil Code Sections 1932(2) and 1933(4)
providing for termination of hiring upon destruction of the thing hired.
12. INSURANCE AND WAIVER OF SUBROGATION: Lessee shall obtain and, at all
times during the term hereof, keep in force, at its own cost, fire and
casualty insurance in the amount of One Hundred (100) percent of the
actual replacement cost of improvements to the Premises constructed by
or for Lessee and general liability insurance with limits of not less
than One Million Dollars ($1,000,000.00) for injury or death of any
number of persons in one occurrence, and not less than Two hundred fifty
thousand Dollars ($250,000.00) for damage to property. The insurance
prescribed by this paragraph shall be issued by companies rated at least
AAA by Dest's Insurance Reports (Property Liability) or otherwise
acceptable to Lessor, shall name Lessor as an additional insured, and
shall provide that such policies cannot be cancelled without thirty (30)
days prior notice to Lessor. Lessor and Lessee shall each obtain from
their respective insurers under all policies of fire, theft, public
liability, workmen's compensation and other insurance maintained by
either of them at any time during the term hereof insuring or covering
the Building or any portio thereof or operations therein, and such
notices shall contain, a waiver of all rights of subrogation which the
Insurer of one party might have against the other party, and Lessor and
Lessee shall each indemnify the other against any loss or expense,
including reasonable attorney's fees, resulting from the failure to
obtain such waives.
13. INSURANCE AND INDEMNIFICATION: Lessee hereby waives all claims against
Lessor for damage to any property or injury to or death of any person
in, upon or about the Premises of the Building arising at any time and
from any cause other than solely by reason of the gross negligence or
willful act of Lessor, its employees or contractors, and Lessee shall
hold Lessor harmless from any damage to any property or injury to or
death of any person arising from the use of the Premises or the Building
by Lessee, except such as is caused solely by gross negligence or
willful act of Lessor, its contractors or employees. The foregoing
indemnity obligation of Lessee shall include reasonable attorney's fees,
investigation costs and all other reasonable costs and expenses incurred
by Lessor from the first notice that any claim or demand is to be made
or may be made. The provisions of this paragraph 13 shall survive the
termination of this Lease with respect to any damage, injury or death
occurring prior to such termination.
14. COMPLIANCE WITH LEGAL REQUIREMENTS: Lessee shall at its sole cost and
expense promptly comply with all laws, statutes, ordinances and
governmental rules, regulations or requirements of any board of fire
underwriter or other similar body now or hereafter constituted, with any
direction or occupancy certificate issued pursuant to any law by any
public officer or officers, as well as the provisions of all recorded
documents affecting the Premises, insofar as any thereof relate to or
affect the condition, use or occupancy of the Premises, excluding
requirements of structural changes not related to or affected by
improvements made by or for Lessee or Lessee's acts.
15. ASSIGNMENT AND SUBLETTING; EARLY TERMINATION: In the event Lessee
should desire to assign this Lease or sublet the Leased Premises or any
part thereof, Lessee shall give Lessor written notice of such desire at
least ninety (90) days in advance of the date on which Lessee desires to
make such assignment or sublease. Lessor shall then have a period of
seven (7) business days following receipt of such notice within which to
notify Lessee in writing that Lessor elects either (i) to terminate this
Lease as to the space so affected as of the date so specified by Lessee
in which event Lessee will be relieved of all further obligations
hereunder as to such space, or (ii) to permit Lessee to assign or sublet
such space, subject, however, to prior written approval of the proposed
assignee or sublessee by Lessor, such consent not to be unreasonably
withheld. If Lessor should fail to notify Lessee in writing by such
election within said 30-day period, Lessor shall be deemed to have
elected option (ii) above, but written approval by Lessor of the
proposed assignee or sublessee shall be required. Any rent or other
consideration realized by Lessee under any such sublease and assignment
in excess of the rental payable hereunder, after amortization of the
reasonable cost of work in excess of Building Standard for which Tenant
has paid and reasonable subletting and assignment costs, shall be paid
in its entirety to Lessor. Lessee's obligation to pay over Lessor's
portion of the consideration shall constitute an obligation for rental
hereunder unless otherwise agreed by the parties. No assignment or
subletting by Lessee shall relieve Lessee of any obligation under this
Lease. Any assignment or subletting which conflicts with the provisions
hereof shall be void.
16. RULES: Lessee shall faithfully observe and comply with the rules and
regulations as follows and, after notice thereof, all reasonable
modifications thereof and additions thereto from time to time
promulgated in writing by Lessor. Lessor shall not be responsible to
Lessee for the nonperformance by any other tenant or occupant of the
Building of any of said rules and regulations.
17. ENTRY BY LESSOR: Lessor may enter the Premises at reasonable hours to
(a) inspect the same, (b) exhibit the same to prospective purchasers,
lenders or tenants, (c) determine whether Lessee is complying with all
its obligations hereunder, (d) supply janitor service and any other
service to be provided by Lessor to Lessee hereunder, (e) post notices
of nonresponsibility, and (f) make repairs required of Lessor under the
terms hereof or repairs to any adjoining space or utility services or
make repairs, alterations or improvements to any other portion of the
Building; provided, however, that all such work shall be done as
promptly as reasonably possible and so as to cause as little
interference to Lessee as reasonably possible. Lessee hereby waives any
claim for damages for any injury or inconvenience to or inconvenience
with Lessee's business, any loss of occupancy or quiet enjoyment of the
Premises or any other loss occasioned by such entry, except such as is
caused by the gross negligence or willful act of Lessor, contractors, or
employees. Lessor shall at all times have and retain a key with which to
unlock all of the doors in, on or about the Premises (excluding Lessee's
vaults, safes and similar areas designated in writing by Lessee and
Lessor in advance); and Lessor shall have the right to use any and all
means which Lessor may deem proper to open said doors in an emergency in
order to obtain entry to the Premises, and any entry to the Premises
obtained by Lessor by any of said means, or otherwise, shall not under
any circumstances be constructed or deemed to be a forcible or unlawful
entry into or a detainer of the Premises or an eviction, actual or
constructive, of Lessee for the Premises, or any portion thereof.
18. EVENTS OF DEFAULT: The occurrence of any one or more of the following
events ("Events of Default") shall constitute a breach of this Lease by
Lessee: (a) if Lessee shall fail to pay any rental when and as the same
becomes due and payable; or (b) if Lessee shall fail to pay any other
sum when and as the same becomes due and payable and such failure shall
continue for more than then (10) days; or (c) if Lessee shall fail to
perform or observe any either term hereof or the rules and regulations
described in paragraph 17 to be performed or observed by Lessee, such
failure shall continue for more than thirty (30) days after notice
thereof from Lessor, and Lessee shall not within such period commence,
with due diligence and dispatch the curing of such default; or (d) if
Lessee shall make a general assignment for the benefit of creditors, or
shall admit in writing its inability to pay its debts as they become due
or shall file a petition in bankruptcy, or shall be adjudicated as
bankrupt or insolvent, or shall file a petition in any proceeding
seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under
RAISER PROPERTY
MANAGEMENT
COMPANY
OFFICE LEASE
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any present or future stature, law or regulation, or shall file an
answer admitting or fail timely to contest the material allegations of a
position filed against it in any such proceeding, or shall seek or
consent to or acquiesce in the appointment of any trustee, receiver or
liquidator of Lessee or any material part of its properties; or (c) if
within ninety (90) days after the commencement of any proceeding against
Lessee seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any
present or future statute, law or regulation, such proceeding shall not
have been dismissed, or if, within ninety (90) days after the
appointment without the consent or acquiescence of Lessee, of any
trustee, receiver or liquidator of Lessee or of any material part of its
properties, such appointment shall not have been vacated; or (1) if this
Lease or any estate of Lessee hereunder shall be levied upon under any
attachment or execution and such attachment or execution is not vacated
within ten (10) days.
19. TERMINATION UPON DEFAULT: If an Event of Default shall occur, Lessor
at any time thereafter may give a written termination notice to Lessee,
and on the date specified in such notice (which shall be not less than
three days after the giving of such notice) Lessee's right to possession
shall terminate and this Lease shall terminate, unless on or before such
date all arrears or rental and all other sums payable by Lessee under
this Lease (together with the late charges and interest provided for in
paragraph 33 hereof) and all costs and expenses incurred by or on behalf
of Lessor hereunder shall have been paid by Lessee and all other
breaches of this Lease by Lessee at the time existing shall have been
fully remedied to the satisfaction of Lessor. Upon such termination,
Lessor may recover from Lessee; (a) the worth at the time of award of
the unpaid rental which has been earned as of the time of termination;
(b) the worth at the time of award of the amount by which the unpaid
rental which would have been earned after termination until the time of
award exceeds the amount of such rental loss that Lessee proves could
have been reasonably avoided; (c) the worth at the time of award of the
amount by which the unpaid rental for the balance of the term of this
Lease after the time of award exceeds the amount of such rental loss
that Lessee proves could be reasonably avoided; and (d) any other amount
necessary to compensate Lessor for all the detriment proximately caused
by Lessee's failure to perform its obligations under this Lease or which
in the ordinary course of events would be likely to result therefrom.
The "worth at the time of award" of the amounts referred to in clauses
(a) and (b) above shall be computed by allowing interest at the rate of
ten percent (10%) per annum. The worth at the time of award of the
amount referred to in clause (c) above shall be computed by discounting
such amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of award plus one percent (1%). For the purpose of
determining unpaid rental under clauses (a), (b) and (c) above, the
monthly rent reserved in this Lease shall be deemed to be the sum of the
rental due under paragraph 3 above and the amounts last payable by
Lessee pursuant to paragraph 4 above and any other monetary obligations
of Lessee hereunder.
20. CONTINUATION AFTER DEFAULT: Even though Lessee has breached this Lease
and abandoned the Premises, this Lease shall continue in effect for so
long as Lessor does not terminate Lessee's right to possession, and
Lessor may enforce all its rights and remedies under this Lease,
including the right to recover the rental as it becomes due under this
Lease. Acts of maintenance or preservation of efforts to relet the
Premises or the appointment of a receiver upon the initiative of Lessor
to protect Lessor interest under this Lease shall not constitute a
termination of Lessee's right to possession.
21. OTHER RELIEF: The remedies provided for in this Lease are in addition
to any other remedies available to Lessor at law or in equity by statute
or otherwise.
22. LESSOR'S RIGHT TO CURE DEFAULTS: All agreements and provisions to be
performed by Lessee under any of the terms of this Lease shall be at its
sole cost and expense and without any abatement of rental except as
expressly provided herein. If Lessee shall fail to pay any sum of money,
other than rental, required to be paid by it hereunder or shall fail to
perform any other act on its part to be performed hereunder and such
failure shall continue for ten (10) days, with regard to any monetary
default, and for thirty (30) days, with respect to any other default
hereunder, after notice thereof by Lessor, Lessor may, but shall not be
obligated so to do, and without waiving or releasing Lessee from any
obligations of Lessee, make any such payment or perform any such other
act on Lessee's part to be made or performed as in this Lease provided.
All sums so paid by Lessor and all necessary incidental costs shall be
deemed additional rent hereunder and shall be payable to lessor on
demand, and Lessor shall have (in addition to any other right or remedy
of Lessor) the same rights and remedies in event of the nonpayment
thereof by Lessee as in the case of default by Lessee in the payment of
rental.
23. ATTORNEY'S FEES: In the event of any action or proceeding brought by
either party against the other under this Lease, the prevailing party
shall be entitled to recover for the fees of its attorney's in such
action or proceeding such amount as the court may adjudge reasonable.
24. EMINENT DOMAIN: If all or any part of the Premises shall be taken as a
result of the exercise of the power of eminent domain, this Lease shall
terminate as to the part so taken as of the date of taking, and, in the
case of a partial taking, either Lessor or Lessee shall have the right
to terminate this Lease as to the balance of the premises by written
notice to the other within thirty (30) days after such date; provided,
however, that a condition to the exercise by Lessee of such right to
terminate shall be that the portion of the Premises taken shall be of
such extent and nature as substantially to handicap, impede or impair
Lessee's use of the balance of the Premises. In the event of any taking,
Lessor shall be entitled to any and all compensation, damages, income,
rent, awards, or any interest therein whatsoever which may be paid or
made in connection therewith, and Lessee shall have no claim against
Lessor for the value of any unexpired terms of this Lease or otherwise.
In the event of partial taking of the Premises which does not result in
a termination of this Lease, the monthly rental thereafter to be paid
shall be equitably reduced.
25. SUBORDINATION: This Lease shall be subject and subordinated of all
times to (a) all ground or underlying leases which may hereafter be
executed affecting the Building, and (b) the lien of all mortgages and
deeds of trust in any amount or amounts whatsoever now or hereafter
placed on or against the Building or on or against Lessor's interest or
estate therein or on or against all such ground or underlying leases,
all at the option of the holder(s) thereof and without the without the
necessity of having further Instruments executed on the part of Lessee
to effectuate such authorization. Notwithstanding the foregoing, (x) in
the event of termination for any reason whatsoever of any such ground or
underlying lease, this Lease shall not be barred, terminated, cut off or
foreclosed nor shall the rights and possession of Lessee hereunder be
distributed if Lessee shall not then be in default in the payment of
rental or other sums or be otherwise in default under the terms of this
Lease, and Lessee shall attorn to the Lessor of any such ground or
underlying lease, or, if requested, enter into a new lease for the
balance of the original or extended term hereof then remaining upon the
same terms and provisions as are in this Lease contained; (y) in the
event of a foreclosure of any such mortgage or deed of trust or any
other action or proceeding for the enforcement thereof, or of any sale
thereunder, this Lease will not be barred, terminated, cut off or
foreclosed nor will the rights and possession of Lessee thereunder be
disturbed if Lessee shall not then be in default in the payment of
rental or other sums or be otherwise in default under the terms of this
Lease, and Lessee shall attorn to the purchaser at such foreclosure,
sale or other action or proceeding; and (z) Lessee agrees to execute and
deliver upon demand such further instruments evidencing such
subordination of this Lease to such ground or underlying leases, and to
the lien of any such mortgages or deeds of trust as may reasonably be
required by Lessor.
26. NO MERGER: 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 it of any or all such subleases or subtenancies.
27. SALE: In the event the original Lessor hereunder, or any successor
owner of the Building, shall see or convey the Building, all liabilities
and obligations on the part of the original Lessor, or such successor
owner, under this Lease accruing thereafter shall terminate, and
thereupon all such liabilities and obligations accruing after the date
of sale or conveyance shall be binding upon the new owner. Lessee
agrees to attorn to such new owner, provided Lessee's rights and
possession of Lessee's premises shall not be disturbed.
28. ESTOPPEL CERTIFICATE: At any time and from time to time but on not less
than ten (10) days prior written request by Lessor, Lessee shall
execute, acknowledge and deliver to Lessor, promptly upon request, an
estoppel certificate in the form of Exhibit C hereto. Any such
certificate may be relied upon by any prospective purchaser, mortgagee
or beneficiary under any deed of trust of the Building or any part
thereof.
29. NO LIGHT, AIR OR VIEW EASEMENT: Any diminution or shutting off of
light, air or view by any structure which may be erected on lands
adjacent to the Building shall in no way affect this Lease or impose any
liability on Lessor.
30. HOLDING OVER: If, without objection by Lessor, Lessee holds possession
of the Premises after expiration of the term of this Lease, Lessee shall
become a tenant from month to month upon the terms herein specified but
at a monthly rental equivalent to the then prevailing monthly rental
paid by Lessee at the expiration of the term of this Lease pursuant to
all the provisions of paragraphs 3 and 4 above payable in advance on or
before the first day of each month. Each party shall give the other
written notice at least one month prior to the date of termination of
such monthly tenancy of its intention to terminate such tenancy.
Notwithstanding the foregoing, if Lessee holds possession of the
Premises after expiration or sooner termination of the term of this
Lease notwithstanding Lessor's objection, Lessee shall pay monthly
rental 175% the amounts otherwise then payable under the terms hereof.
31. ABANDONMENT: If Lessee shall abandon or surrender the Premises,
Premises shall be deemed to be abandoned, at the option of the Lessor
except such property as may be [ILLEGIBLE] to Lessor
RAISER PROPERTY
MANAGEMENT
COMPANY
OFFICE LEASE
---------------
PAGE 4
5
32. SECURITY DEPOSIT: Lessee has deposited with Lessor the sum of Twenty
one thousand eight hundred fifty Dollars ($21,850.00)(the "Deposit"),
The Deposit shall be held by Lessor as security for the faithful
performance by Lessee of all of the provisions of this Lease to be
performed or observed by Lessee. In the event Lessee fails to perform or
observe any of the provisions of this Lease to be performed or observed
by it, then, at the option of Lessor, Lessor may (but shall not be
obligated to) apply the Deposits or so much thereof as may be necessary
to remedy any default in the payment of rent or to repair damages to the
Premises caused by Lessee, and Lessee shall forthwith upon demand
restore the Deposit to the sum so specified. Any remaining portion of
the Deposit shall be returned to Lessee upon expiration of this lease.
33. LATE CHARGE AND INTEREST: (a) Lessee hereby acknowledges that late
payment by 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 Building. Accordingly, if any installment of
rent or any other sum due from Lessee shall not be received by Lessor
when due, Lessee shall pay to Lessor a late charge lump sum equal to 6%
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 Lessee's default with
respect to such overdue amount, nor prevent Lessor from exercising any
of the other rights and remedies granted hereunder.
(b) Any amount due to Lessor, if not paid when due, shall bear interest
from the date due until paid at the rate of 10% per annum or, if a
higher rate is legally permissible, at the highest rate legally
permitted, provided that interest shall not be payable on late charges
incurred by Lessee nor on any amounts upon which late charges are paid
by Lessee to the extent such interest would cause the total interest to
be in excess of that legally permitted. Payment of interest shall not
excuse or cure any default hereunder by Lessee.
34. WAIVER: The waiver by Lessor of any agreement, condition or provision
herein obtained shall not be deemed to be a waiver of any subsequent
breach of the same or any other agreement, condition or provisions
herein contained, nor shall any custom or practice which may evolve
between the parties in the administration of the terms hereof be
construed to waive or to lessen the right of Lessor to insist upon the
performance by Lessee in strict accordance with said terms. The
subsequent acceptance of rental hereunder by Lessor shall not be deemed
to be a waiver of any preceding breach by Lessee of any agreement,
condition or provision 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
rental.
35. NOTICES: All notices and demands which may or are required to be given
by either party to the other hereunder shall be in writing and shall be
deemed to have been fully given when deposited in the United States
mail, certified or registered, postage prepaid, and addressed as
follows: to Lessee at 000 Xxxxxxx Xxxxxxxxx, Xxxxxxxxxx, XX 00000, or to
such either place as Lessee may from time to time designate in a notice
to Lessor; to Lessor at 0000 X. Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx,
XX 00000, or to such other place as Lessor may from time to time
designate in a notice to Lessee; or, in the case of Lessee, delivered to
Lessee at the Premises. Lessee hereby appoints as its agent to receive
the service of all dispossessory or distraint proceedings and notices
thereunder the person in charge of or occupying the Premises at the
time, and, if no person shall be in charge of or occupying the same,
then such service may be made by attaching the same on the main entrance
of the Premises.
36. BROKERAGE COMMISSION: Lessor and Lessee warrant that they have no
contract or dealings regarding this Lease through any licensed real
estate broker other than Xxxxxxx & Xxxxxxxxx whose commission shall be
paid by Lessor, or any other person who can claim a right to commission
or finder's fee as a procuring cause of this Lease. In the event that
any other broker or finder perfects a claim for commission or finder's
fee in connection with this Lease, the party through whom the broker or
finder makes its claim shall indemnify, hold harmless and defend the
other party from said claim and all costs and expenses, including
reasonable attorneys' fees, incurred by the other party in defending
against the same.
37. COMPLETE AGREEMENT: There are no oral agreements between Lessor and
Lessee affecting this Lease, and this Lease supercedes and cancels any
and all previous negotiations, arrangements, brochures, agreements and
understandings, if any, between Lessor and Lessee or displayed by Lessor
to Lessee with respect to the subject matter of this Lease or the
Building. There are no representations between Lessor and Lessee other
than those contained in this Lease.
38. CORPORATE AUTHORITY: If Lessee signs as a corporation, each of the
persons executing this Lease on behalf of Lessee does hereby covenant
and warrant that Lessee is a duly authorized and existing corporation,
that Lessee has and is qualified to do business in California, that the
corporation has full sight and authority to enter into this Lease, and
that each of the persons signing on behalf of the corporation were
authorized to do so.
39. MISCELLANEOUS: The words "Lessor" and "Lessee" as used herein shall
include the plural as well as the singular. If there be more than one
Lessee, the obligations hereunder imposed upon Lessee shall be joint and
several. Time is of the essence of this Lease and each and all of its
provisions. Submission of this instrument for examination or signature
by Lessee does not constitute a reservation of or option for lease, and
it is not effective as a lease or otherwise until execution and delivery
by both Lessor and Lessee. The exhibit(s) and addendum, if any, attached
to this Lease are by this reference made a part hereof. The agreements,
conditions and provisions herein contained shall, subject to the
provisions as to assignment, apply to and bind the heirs, executors,
administrators, successors and assigns of the parties hereto. If any
provisions of this Lease shall be determined to be illegal or
unenforceable, such determination shall not affect any other provision
of this Lease and all such other provisions shall remain in full force
and effect. This Lease shall be governed by and construed pursuant to
the laws of the State of California.
40. LESSEE SIGNS: Lessee shall erect no signs on the exterior of the
Building or in any of the common areas without the prior written consent
of Lessor.
41. EXHIBITS:
Exhibit Schedule Addendum to Lease
Exhibit A Description of the Property = Floorplans
Exhibit C Form of Estoppel Certificate
42. OTHER PROVISIONS:
None except as provided in the Addendum.
43. RULES AND REGULATIONS: 1. The sidewalks, halls, passages, exits,
entrances, elevators, escalators, if any, and stairways of the Building
shall not be obstructed by any of the Lessees or used by them for any
purpose other than for ingress to and egress from their prospective
premises. The halls, passages, exits, entrances, elevators, escalators
and stairways are not for the general public, and Lessor shall in all
cases retain the right to control and prevent access thereto of all
persons whose presence in the judgement of Lessor would be prejudicial
to the safety, character, reputation and interests of the Building and
its Lessees, provided that nothing therein contained shall be construed
to prevent such access to persons with whom any Lessee normally deals in
the ordinary course of its business, unless such persons are engaged in
illegal activities. No Lessee and no employee or invitee of any Lessee
shall go upon the roof of the building.
2. Except as authorized by a Lease, no sign, placard, picture, name,
advertisement or notice visible from the exterior of any Lessee's
premises shall be inscribed, painted, affixed or otherwise displayed by
any Lessee on any part of the Building without the prior written consent
of Lessor. Lessor will adopt and make available to Lessee general
guidelines relating to signs inside the Building on the office floors.
Lessee agrees to conform to such guidelines, but may request approval of
Lessor for qualifications, which approval will not be unreasonably
withheld. All approved signs or lettering on doors shall be printed,
painted, affixed or inscribed at the expense of the lessee by a person
approved by Lessor, which approval will not be unreasonably withheld.
Material visible from outside the Building will not be permitted.
RAISER PROPERTY
MANAGEMENT
COMPANY
OFFICE LEASE
---------------
PAGE 5
6
3. 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 by
any Lessee on the premises, except that use by the Lessee of Underwriter's
Laboratory approved equipment for brewing coffee, tea, hot chocolate and similar
beverages shall be permitted, provided that such use is in accordance with all
applicable federal, state and city laws, codes, ordinances, rules and
regulations.
4. No Lessee shall employ any person or persons other than the janitor of
Lessor for the purpose of cleaning the premises, unless otherwise agreed to by
Lessor in writing. Except with the written consent of Lessor, no person or
persons other than those approved by Lessor shall be permitted to enter the
Building for the purpose of cleaning the same. No Lessee shall cause any
unnecessary labor by reason of such Lessee's carelessness or indifference in the
preservation of good order and cleanliness, janitor service will not be
furnished on nights when rooms are occupied after 9:00 P.M. unless, by agreement
in writing, service is extended to a later hour for specifically designated
rooms.
5. Lessor will furnish each Lessee free of charge with two keys to the
premises. Lessor shall require payment of $10 for each additional key provided
to Lessee. No Lessee shall have any keys made. No Lessee shall alter and lock
or install a new or additional lock or any bolt on any door of its premises
without the prior written consent of Lessor. Lessee shall in each case furnish
Lessor with a key for any such lock. Each Lessee, upon the termination of its
tenancy, shall deliver to Lessor all keys to doors in the Building which shall
have been furnished to Lessee.
6. Lessee shall have the right to prescribe the weight, size and position of
all equipment, materials, furniture or other property brought into the
Building. Heavy objects shall, if considered necessary to Lessor, stand on wood
strips of such thickness as is necessary to properly distribute the weight.
Lessor will not be responsible for tear of or damage to any such property from
any cause, and all damage done in the Building by moving or maintaining such
property shall be repaired at the expense of Lessee. The persons employed to
move such property in or out of the building must be acceptable to Lessor.
7. No Lessee shall 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, or without Lessor's prior written approval, use any method of
heating or air conditioning other than that supplied by Lessor. No Lessor shall
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 Lessor or other occupants of the Building
by reason of noise, odors or vibrations; or interfere in any way with other
Lessors or those having business therein.
8. The directory of the Building will be provided for the display of the name
and location of Lessees and a reasonable number of the principal officers and
employees of Lessees, and Lessor reserves the right to exclude any other names
therefrom. Any additional name which Lessee shall desire to place upon said
bulletin board must first be approved by Lessor, and, if so approved, charge
will be made therefor.
9. 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 Lessor. In any event, with the prior written consent of Lessor, such
items shall be installed on the office side of Lessor's standard window covering
and shall in no way be visible from the exterior of the Building.
10. No Lessee shall obtain for use in the premises, ice, drinking water, food,
beverage, towel or other similar services, except at such reasonable hours and
under such reasonable regulations as may be fixed by Lessor.
11. Each Lessee shall see that the doors of its premises are closed and locked
and that all water faucets, water apparatus and utilities are shut off before
Lessee or Lessee's employees leave the premises, so as to prevent waste or
damage, and for any default or carelessness. In this regard Lessee shall make
good all injuries sustained by other tenants or occupants of the Building or
Lessor. On multiple-terrace floors, all Lessees shall keep the doors to the
Building corridors closed at all times except for ingress and egress.
12. 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 borne by the Lessee who, or whose employees or invitees,
shall have caused it.
13. Except with the prior written consent of Lessor, no Lessee shall sell, or
permit the sale at retail, of newspapers, magazines, periodicals, theatre
tickets or any value number or exchanges to the general public for or on the
premises, nor shall any Lessee carry on or permit or allow any employees or
other person to carry on, the business of stenography, typewriting, 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 of any
Lessee be used for manufacturing of any kind of any business or activity other
than that specifically provided for in such Lessee's lease.
14. No Lessee shall install any radio or television antenna, loudspeaker, or
other device on the roof of exterior walls of the Building.
15. There shall not be used in any space, or in the public halls of the
Building, either by any Lessee or others, any hand trucks except those equipped
with rubber tires and side guards or such other material handling equipment as
Lessor may approve. No other vehicles of any kind shall be brought by any Lessee
into the Building or kept in or about its premises.
16. Each Lessee shall store all its trash and garbage within its 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 trash and garbage in the City of Burlingame
without being in violation of any law or ordinance governing such disposal. All
garbage and refuse disposal shall be made only through instruments provided for
such purposes and at such times as Lessor shall allow.
17. Canvassing, peddling, soliciting, and distribution of handbills or any
other written materials in the Building are prohibited, and each Lessee shall
cooperate to prevent the same.
18. The requirements of the Lessees will be attended to only upon application
by telephone or in person at the office of the Building. Employees of Lessor
shall not perform any work or do anything outside of their regular duties unless
under special instructions from Lessor.
19. Lessor may waive any one or more of these Rules and Regulations for the
benefit of any particular Lessee or Lessees, but no such waiver by Lessor shall
be considered as a waiver of such Rules and Regulations in favor of any other
Lessee or Lessees, nor prevent Lessor from thereafter enforcing any such Rules
and Regulations against any or all of the Lessees of the Building.
20. 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 terms, convenants,
agreements and conditions of any lease of premises in the Building.
21. Lessor reserved the right to make such other and reasonable rules and
regulations as in its judgment may from time to time be needed for the safety,
care and cleanliness of the Building, and for the preservation of good order
therein.
22. Proper protection of carpeting is required such as plastic carpet
protectors under wheeled chairs.
IN WITNESS WHEREOF, the parties have executed this Lease dated the day and year
first above written.
LESSEE: The Gymboree Corporation LESSOR: Seabreeze I Venture RAISER PROPERTY
a Delaware Corporation MANAGEMENT
COMPANY
OFFICE LEASE
By /s/ XXXXXX X. XXXXXX By /s/ XXXXXXX X. XXXXXX
--------------------------------- ---------------------------- ---------------------------------
VP, Treasurer General Partner
--------------------------------- ----------------------------
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7
ADDENDUM TO LEASE
THE GYMBOREE CORPORATION
1. PREMISES:
Suite 120 - 1,090 Rentable Square Feet
Suite 130 - 5,900 Rentable Square Feet
TOTAL PREMISES: 6,900 RENTABLE SQUARE FEET
2. BASE RENT SCHEDULE:
The Base Rent shall commence on April 16, 1998 and payable each month
thereafter on the first of each month according to the following schedule:
April 16-30, 1998 $ 9,530.00 Total
May, 1998 - February, 1999: $19,060.00 per month
March, 1999 - February, 2000: $19,754.00 per month
March, 2000 - February, 2001: $20,453.00 per month
March, 2001 - February, 2002: $21,152.00 per month
March, 2002 - March, 2003: $21,850.00 per month
3. TENANT IMPROVEMENT ALLOWANCE:
Lessor shall provide an allowance of $34,950.00 to be used for Tenant
Improvements within the Premises. Such payment shall be made to Lessee upon
completion of improvements and upon providing Lessor of adequate lien releases
for such work. Lessee shall have the right to perform the initial improvements
to the Premises subject to a mutually agreed upon floorplan, plans and
specifications approved by Lessor. Lessor reserves the right to approve the
contractor to be used, approve all finishes and shall have the right to
supervise such work. Approval of contractor, finishes and approval of work shall
not be unreasonably withheld. Lessee shall be responsible for all City approvals
and permits and any related fees. Contractor shall have acceptable insurance
coverage and supply Lessor with Certificates of Insurance and shall hold Lessor
harmless.
4. FIRST RIGHT FOR ADDITIONAL SPACE:
Lessor shall not lease the adjacent Suite 100 (4,520 rentable square feet) to a
tenant other than the current Lessee (Kumon) until the premises has first been
offered to Lessee. Once Lessor knows that the premises will be available, Lessor
will notify Lessee in writing of the terms on which Lessor is willing to lease
Suite 100. Lessee shall have five
8
ADDENDUM TO LEASE - PAGE TWO
(5) business days to either accept the full terms offered by Lessor or give up
their rights under this paragraph. The Base Rent for such expansion shall be at
the rates being offered in the building for comparable space. This option shall
not apply should Lessee be in default of the Lease or if the premises has been
assigned or subleased.
5. LESSEE'S SHARE OF INCREASED COSTS:
Lessee's share of increases in all operating expenses, including real estate
taxes and capital improvements, shall not exceed 7% per year over the previous
year. When calculating increases to Lessee, the building area must be adjusted
to reflect at least 95% occupancy.
6. ADA/TITLE 24 BUILDING UPGRADES:
Any ADA or Title 24 work which is required in the common areas of the building
as a result of permits required for Lessee's initial improvements are the
responsibility of Lessor. It is agreed that the common area upgrades currently
planned by Lessor shall apply towards any work required as a result of Lessee's
building permit.
7. OPTION TO EXTEND LEASE TERM:
Lessee shall have one (1) option to extend the term of this Lease for a period
of five (5) additional years. Lessee must give Lessor at least six (6) months
prior written notice of their desire to exercise such option. The Base Rent
during the extended term shall be at the then market rents for comparable space
in the building. This option shall not apply should Lessee be in default of the
Lease or if the premises has been assigned or subleased.
8. OTHER:
a) The Lessee reserves the right to install telephone/data cabling
between 111 Anza & 000 Xxxxxxx Xxxx. at existing underground conduit.
Lessee to pay for cabling.
b) The Lessee reserves the right to provide baby changing tables at the
toilet rooms on Floor 1. Lessee to pay for tables.
c) Lessor to make every reasonable effort to make available an enclosed
garage space for (2) golf carts. If this is not possible, space
adjacent to stairs (next to trash area) to be reserved for Gymboree
golf carts. Lessee to pay for power & chain link fencing for golf
carts.
d) At Lessee's request, Lessor to work with Lessee for reasonable
installation of security system. Lessee to pay for cost of system.
System to be similar to 000 Xxxxxxx Xxxx.
9
EXHIBIT A
SUITE 130
APPROX. 5,900 RENTABLE SQ. FT.
THE GYMBOREE CORPORATION
[FLOOR PLAN]
00
XXXXXXX X-0
XXXXX 000
APPROXIMATELY 1,090 RENTABLE SQ. FT.
THE GYMBOREE CORPORATION
[FLOOR PLAN]
11
EXHIBIT C
TENANT'S-ESTOPPEL
CERTIFICATE
Re: Lease Dated
Amendments
Landlord:
Tenant:
Premises:
Gentlemen:
We understand that you have committed to make a loan to
on the security of the property known as Plaza of which the
Premises are a part, and that as a condition to the making of such loan you have
required this certificate by the undersigned (the "Tenant").
The Tenant hereby confirms the following:
1. That (i) the Tenant is the tenant under the Lease; (ii) the Lease
constitutes the entire agreement between the parties with respect to the
leasing of the Promises, and there are no understandings, contracts,
agreements, or commitments of any kind between the Landlord and the Tenant
in respect of the Lease or the Promises except as expressly provided in the
Lease; (iii) the Lease is in full force and effect and has not been
modified, changed, altered, supplemented or amended in any respect, except
under the instruments described above; and (iv) the Lease is the only lease
between the parties affecting the Premises.
2. That (i) the Tenant has accepted possession and is in occupancy of the
Premises demised pursuant to the Lease; and (ii) the original or base term
commenced on the _________ day of _____________, 198_, and will expire on
the ________ day of _____________________, 19__.
3. That except as expressly provided in the Lease, the Tenant (i) does not
have any right to renew or extend the term of the Lease; (ii) does not have
any option or preferential right to purchase all
12
Page Two
or any part of the Premises or all or any part of the land and building of
which the Premises are a part; and (iii) does not have any right, title or
interest with respect to the Premises other than as tenant under the Lease:
4. That the improvements and space required to be furnished according to
the Lease have been completed in all respects to the satisfaction of the
Tenant and have been accepted by the Tenant.
5. That the Landlord has fulfilled all of its duties of an inducement
nature and that all conditions under the Lease to be performed by the
Landlord have been satisfied*
6. That (i) there is no known existing default on the part of the Landlord
under the Lease; (ii) to the best of the Tenant's knowledge there are at
present no facts or conditions which with notice or lapse of time or both
would become such a default; and (iii) As of the date hereof, the Tenant
has no defense, offset, lien, credit or claim of offset, credit or
deduction, against the enforcement of the Lease by the Landlord or the
rents or other charges accrued or accruing thereunder, nor has the rent
thereunder been prepaid for a period in excess of one month.
7. That the Tenant has no notice of a prior sale, transfer, assignment,
hypothecation or pledge by the Landlord of the Lease or of the rentals
accruing thereunder.
8. That (i) the annual fixed rent under the Lease is $___________ payable
in advance in equal monthly installments of $_________________; (ii) that
the last date to which such rent and other sums due from the Tenant under
said Lease have bean paid is ________________, (iii) the fixed rent
commenced to accrue on the _______ day of _______________, 198__, and was
payable from that date; (iv) the full rent is now accruing under the Lease;
and (v) the final payment of fixed rent during the original or base term of
the Lease will be due on the ______ day of ______________, 19__ .
9. That exceptions to the statements made herein (if any) are attached as
Exhibit A to this Certificate.
Executed this ________ day of _________________, 198 .
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Tenant
By
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Title
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