EXHIBIT 10.12
BASIC LEASE INFORMATION
OFFICE LEASE
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LEASE DATE: May 17,1996
LANDLORD: 470 Spear Associates,
a California limited partnership
ADDRESS OF LANDLORD: 00 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
TELEPHONE/FACSIMILE: (000) 000-0000
(000) 000-0000 Fax
TENANT: Transphere International, Inc.
a California Corporation
(assignable to NetSource, Inc.)
ADDRESS OF TENANT: 000 Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
CONTACT: Xxxx Xxxx, Vice President
TELEPHONE/FACSIMILE: (000) 000-0000 / (000) 000-0000
BUILDING 000 Xxxxx Xxxxxx
FLOOR: Second Floor
SUITE: 205
RENTABLE AREA: 3,000 rentable square feet
PARAGRAPH (3): Term: Nineteen (19) months
COMMENCEMENT DATE: June 1, 1996
EXPIRATION DATE: December 31,1997
PARAGRAPH (5) BASE RENT: $4,000 per month, based upon
$16.00 per rentable square foot year
PARAGRAPH (6) SECURITY DEPOSIT: $4,000.00
PARAGRAPH (7) BASE TAX YEAR: 1996
BASE EXPENSE YEAR: 1996
PARAGRAPH (7B) TENANT'S PERCENTAGE SHARE: 5.7%
BASED ON 52.764 SQUARE FEET TOTAL
RENTABLE AREA OF PROJECT
EXHIBITS EXHIBIT A - SITE PLAN
EXHIBIT B - IMPROVEMENT AGREEMENT
EXHIBIT C - COMMENCEMENT DATE
EXHIBIT D - RULES AND REGULATIONS
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OFFICE BUILDING LEASE
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1. PARTIES. This Lease, dated, for reference purposes only, May 17, 1996,
is made by and between 470 Spear Associates, a California limited partnership
(herein called "Landlord") and Transphere International, Inc., a California
corporation (herein called "Tenant").
2. PREMISES
(a) Demise of Premises. Landlord does hereby lease to Tenant and Tenant
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hereby leases from Landlord that certain office space (the "Premises") indicated
on Exhibit "A" attached hereto and incorporated herein by reference, said
Premises being agreed, for the purpose of this Lease, to have an area of
approximately the number of rentable square feet indicated in the Basic Lease
Information and being situated on the floor of that certain building identified
in the Basic Lease Information (the "Building").
(b) Terms and Conditions. Said Lease is subject to the terms, covenants
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and conditions herein set forth and the Tenant covenants as a material part of
the consideration for this Lease to keep and perform each and all of said terms,
covenants and conditions by it to be kept and performed and that this Lease is
made upon the condition of said performance.
3. TERM.
(a) Initial Term. The term of this Lease shall be for the period indicated
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in the Basic Lease Information, commencing on the date (the "Commencement Date")
which is the earlier of (i) substantial completion of the Tenant Improvements to
be constructed by Landlord pursuant to Exhibit "B", if any, or (ii) the date
that Tenant opens for business in the Premises, and ending on the last day of
the month in which the end of the term occurs (the "Expiration Date"). As soon
as the Commencement Date is determined, the parties shall execute a memorandum
in the form attached hereto as Exhibit "C" (the "Commencement Date Memorandum")
setting forth the Commencement Date and the Expiration Date. Failure to execute
the Commencement Date Memorandum, however, shall not affect Tenant's or
Landlord's obligations hereunder.
4. POSSESSION.
If the Landlord, for any reason whatsoever, cannot deliver possession of
the said Premises to the Tenant on the anticipated commencement dated noted in
the Basic Lease Information (the "Commencement Date"), this Lease shall not be
void or voidable, nor shall Landlord be liable to Tenant for any loss or damage
resulting therefrom, nor shall the Expiration Date be extended, but in that
event, all rent shall be abated during the period between the Anticipated
Commencement Date and the Commencement Date.
5. RENT
Xxxxxx agrees to pay to Landlord as rental, without prior notice or demand,
for the Premises the base Rent indicated in the Basic Lease Information, on or
before the first day of the first full calendar month of the term hereof and a
like sum on or before the first day of each and every successive calendar month
thereafter during the term hereof, except that the first month's rent shall be
paid upon the execution hereof. Rent for any period during the term hereof
which is for less than one (1) month shall be prorated portion of the monthly
installment herein, based upon a thirty (30) day month. Said rental shall be
paid, without deduction or offset in lawful money of the United States of
America, which shall be legal tender at the time of payment, to Landlord, at the
address of Landlord indicated in the Basic Lease Information, or to such other
person or at such other place as Landlord may from time to time designate in
writing.
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6. SECURITY DEPOSIT. Tenant has deposited with Landlord the sum of Four
Thousand Dollars ($4,000.00) (the "Security Deposit"). The Security Deposit
shall be held by Landlord as security for the faithful performance by Tenant of
all the terms, covenants, and conditions of this Lease to be kept and performed
by Tenant during the term hereof. If Tenant defaults with respect to any
provision of this Lease, including, but not limited to the provisions relating
to the payment of rent, Landlord may (but shall not be required to ) use, apply
or retain all or any part of this Security Deposit for the payment of any rent
or any other sum in default, or for the payment of any amount which Landlord may
spend or become obligated to spend by reason of Tenant's default, or to
compensate Landlord for any other loss or damage which Landlord may suffer by
reason of Tenant's default. If any potion of said Security Deposit is so sued
or applied, Tenant shall within five (5) days after written demand therefor,
deposit cash with Landlord in an amount sufficient to restore the Security
Deposit to its original amount and Tenant's failure to do so shall be a material
breach of this Lease. Landlord shall not be required to keep the Security
Deposit separate from its general funds, and Tenant shall not be entitled to
interest on such deposit. If Tenant shall fully and faithfully perform every
provision of this Lease to be performed by it, the Security Deposit or any
balance thereof shall be returned to Tenant (or, at Landlord's option, to the
last assignee of Xxxxxx's interest hereunder) at the expiration of the Lease
term. In the event of termination of Xxxxxxxx's interest in this Lease,
Landlord shall transfer said deposits to Xxxxxxxx's successor in interest.
7. RENT ADJUSTMENTS
(a) Definitions. For the purposes of this Article, the following terms are
defined as follows:
(i) Base Year. The calendar year in which the Lease term commences.
(ii) Comparison Year. Each calendar year of the term after the Base Year.
(iii) Direct Expense. All direct costs of operation and maintenance as
determined by standard accounting practices, which shall include the following
costs by way of illustration, but not limitation: real property taxes and
assessments; rent taxes, gross receipt taxes (whether assessed against the
Landlord or assessed against the Tenant and collected by the Landlord, or both);
water and sewer charges; insurance premiums; utilities; janitorial services;
labor; costs incurred in the management of the Project, if any; air-conditioning
and heating; elevator maintenance; supplies, materials; equipment; and tools;
including maintenance, costs and upkeep of all parking and common areas. Direct
Expenses shall not include depreciation on the Building of which the Premises
are a part, loan payments, or real estate brokers' commissions. Direct Expenses
that vary with occupancy and that are attributable to any part of the term in
which less than ninety-five percent (95%) of the rentable area of the Project is
occupied by tenants will be adjusted by Landlord to the amount that Landlord
reasonably believes such Direct Expenses would have been if ninety-five percent
(95%) of the rentable area of the Project had been so occupied.
(b) Additional Rent. Tenant shall pay to Landlord as "additional rent"
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Tenant's Percentage Share of the amount of any increase in Direct Expenses
incurred in any Comparison year over Direct Expenses incurred in the Base Year.
Landlord shall endeavor to give to Tenant on or before the first day of March of
each year following the Base Year a statement of the additional rent payable by
Tenant hereunder, but failure by Landlord to give such statement by said date
shall not constitute a waiver by Landlord of its right to require payment of
such amount. Upon receipt of the statement, Tenant shall pay in full the total
amount of the increase, if any, due for the past year. In addition, unless
Landlord reasonably estimates that the amount of any increase in Direct Expenses
for the succeeding Comparison Year over the Direct Expenses for the Base Year
will differ, an amount equal to any such increase shall be divided into twelve
(12) equal monthly installments and Tenant shall pay to
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Landlord, concurrently with the regular monthly rent payment next due following
the receipt of such statement, an amount equal to one (1) monthly installment
multiplied by the number of months from January in the calendar year in which
said statement is submitted to the month of such payment, both months inclusive.
Subsequent installments shall be payable concurrently with the regular monthly
rent payments for the balance of that calendar year and shall continue until the
next Comparison Year's statement is rendered. If a greater increase in Direct
Expenses occurs in the next or any succeeding Comparison Year, then upon receipt
of a statement from Landlord, Tenant shall pay a lump sum equal to such total
increase in Direct Expenses, less the total of the monthly installments of
estimated increases paid in the previous calendar year; and the estimated
monthly installments to be paid for the next year, following said Comparison
Year, shall be adjusted to reflect such increase. If in any Comparison Year the
total of the estimated payments of Tenant's Percentage Share of the increase in
Direct Expenses is less than the amount owed, then upon receipt of Landlord's
statement, any overpayment made by Tenant on the monthly installment basis
provided above shall be credited towards the next monthly rent falling due and
the estimated monthly installments of Direct Expenses to be paid shall be
adjusted to reflect such lower Direct Expenses for the most recent Comparison
Year. If this Lease terminates during a calendar year, the rental adjustment
shall be payable for the portion of the calendar year included in the Lease
term.
8. USE.
(a) Permitted Use. Tenant shall use the Premises for general office
purposes and shall not use or permit the Premises to be used for any other
purposes without the prior written consent of Landlord, which may be withheld in
Landlord's sole discretion.
(b) Prohibited Uses. Tenant shall not do or permit anything to be done in
or about the Premises, nor bring or keep anything therein, which 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 cancellation of any insurance policy
covering said Building or any part thereof or any of its contents. Tenant 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 or occupants 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 Tenant cause,
maintain or permit any nuisance in, on or about the Premises. Tenant shall not
commit or suffer to be committed any waste in or upon the Premises.
(c) Hazardous Materials. Tenant shall not bring, store, deposit or use
any Hazardous Material (as defined herein) on or about the Premises or the
Project, nor shall Tenant allow or permit its agents, employees, or contractors
to bring, store, deposit or use any Hazardous Material on or about the Premises
or the Project, except incidental quantities of household chemicals commonly
used for office and janitorial purposes. "Hazardous Material" as used herein
shall mean nay hazardous, toxic or radioactive substance now or hereafter
regulated by federal, state or local governmental or other authority, including,
but not limited to, any "hazardous substance" as defined in Section 101 of the
Comprehensive Environmental Response. Compensation and Liability Act of 1980,
as it may be amended or supplemented, and any crude oil, petroleum product,
natural gas product or elated materials.
9. COMPLIANCE WITH LAW. Tenant shall not use the Premises or Project or
permit anything to be done in or about the Premises or Project which 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 (collectively,
"Laws). Tenant shall, at its sole cost and expense, promptly comply with all
Laws, and with the requirements of any board of fire insurance underwriters or
other similar bodies now or hereafter constituted, relating to, or affecting the
condition, use or occupancy of the Premises of the Project, excluding structural
changes not related to or affected by Tenant's improvements or acts. The
judgment of any
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court of competent jurisdiction or the admission of Tenant in any action against
Tenant, whether Landlord be a party thereto or not, that Xxxxxx has violated any
Law shall be conclusive of that fact as between the Landlord and Tenant.
10. ALTERATIONS AND ADDITIONS. Tenant shall not make or suffer to be made
any alternations, additions or improvements ("Alterations") to or of the
Premises or any part thereof without the prior written consent of Landlord and
any Alterations to or of said Premises, including, but not limited to, wall
covering, paneling and built-in cabinet work, but excepting movable furniture
and trade fixtures installed at the sole cost and expense of Tenant, shall on
the expiration of the term and belong to the Landlord and shall be surrendered
with the Premises. In the event Landlord consents to the making of any
Alterations to the Premises by Xxxxxx, the same shall be made by Tenant at
Tenant's sole cost and expense. All Alterations to be constructed by Tenant
shall be constructed in accordance with all Laws using new materials of good
quality, by a licensed contractor approved by Landlord. Tenant shall not
commence construction of any Tenant's Alternations until (i) all required
governmental approvals and permits have been obtained, (ii) all requirements
regarding insurance imposed by this Lease have been satisfied, (iii) Tenant has
given Landlord at least five days prior written notice of its intention to
commence such construction, and (iv) if reasonably requested by Landlord, Tenant
has obtained contingent liability and broad form builders' risk insurance in an
amount reasonably satisfactory to Landlord. Upon the expiration or sooner
termination of the term hereof, Tenant shall, upon written demand by Landlord,
at Tenant's sole cost and expense, forthwith and with all due diligence remove
any Alternations made by Tenant and designated by Landlord to be removed, and
Tenant shall, forthwith and with all due diligence at its sole cost and expense,
repair any damage to the Premises caused by such removal.
11. REPAIRS.
(a) Tenant's Obligation. By taking possession of the Premises, Tenant
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shall be deemed to have accepted the Premises as being in good, sanitary order,
condition and repair. Tenant shall, at Tenant's sole cost and expense, keep the
Premises and every part thereof in good condition and repair, and Tenant shall
surrender the Premises to Landlord upon the expiration or sooner termination of
this Lease in such condition. Except as specifically provided in this Lease,
landlord shall no obligation whatsoever to alter, remodel, improve, repair,
decorate or paint the Premises or any part thereof and the parties hereto affirm
that Landlord has made no representations to tenant respecting the condition of
the Premises, the Building or the Project except as specifically herein set
forth.
(b) Landlord's Obligations. Notwithstanding the provisions of Article
11(a) hereinabove, Landlord shall repair and maintain the structural portions of
the Building, including the basic plumbing, air conditioning, heating, and
electrical systems, installed or furnished by Landlord, unless such maintenance
and repairs are caused in part or in whole by the act, neglect, fault or
omission of any duty by the Tenant, its agents, servants, employees or invitees,
in which case Tenant shall pay to Landlord the reasonable cost of such
maintenance and repairs. Landlord shall not be liable for any failure to make
any such repairs or to perform any maintenance unless such failure shall persist
for an unreasonable time after written notice of the need of such repairs or
maintenance is given to Landlord by Tenant. Except as provided in Article 22
hereof, there shall be no abatement of rent and no liability of Landlord by
reason of any injury to or interference with Xxxxxx's business arising from the
making of any repairs, alterations or improvements in or to any portion of the
Building or the Premises or in or to fixtures, appurtenance and equipment
therein. Tenant waives the right to make repairs at Landlord's expense under
any Law now or hereafter in effect.
12. LIENS. Tenant shall keep the Project free from any liens arising out
of any work performed, materials furnished or obligations incurred by Tenant.
Landlord may require, at Xxxxxxxx's sole option, that Tenant shall provide to
Landlord, at Tenant's sole cost and
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expense, a lien and completion bond in an amount equal to one and one half (1
1/2) times any and all estimated cost of any Alternations in the Premises, to
insure Landlord against any liability for mechanics' and materialmen's liens and
to insure completion of the work.
13. ASSIGNMENT AND SUBLETTING. With the exception of an assignment to
NetSource, Inc., Tenant shall neither voluntarily nor by operation of law,
assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any
interest therein, and shall not sublet the said Premises or any part thereof, or
any right or privilege appurtenant thereto, or suffer any other person (the
employees, agents, servants and invitees of Tenant excepted) to occupy or use
the Premises, or any portion thereof, without the prior written consent of
Landlord, which consent shall not be unreasonably withheld. Any such
assignment, except for an assignment to NetSource, Inc., or subletting without
such consent shall be void, and shall, at the option of the Landlord, constitute
a default under this Lease. An assignment for purposes of this paragraph shall
include any sale or transfer, including by consolidation, merger or
reorganization, of a majority of the voting stock of Tenant, if Tenant is a
corporation, or any sale or other transfer of a majority of the partnership
interest in Tenant. If Tenant is a partnership, in a single transaction or a
series of related transactions. A consent to one assignment, subletting,
occupation or use by any other person shall not be deemed to be a consent to any
subsequent assignment, subletting, occupation or use by another person. If
Tenant shall assign, sublet or otherwise transfer this Lease or the Premises, or
any portion thereof, with Landlord'' consent, Tenant shall pay to Landlord as
additional rent, as and when received, all amounts received by Tenant from such
assignment, subletting or transfer, in excess of the amounts required to be paid
by Tenant to Landlord pursuant to this Lease.
14. HOLD HARMLESS. Tenant shall indemnify and hold harmless Landlord
against and from any and all claims arising from Tenant's use of the Premises or
from any activity, work, or other thing done, permitted or suffered by Tenant in
or about the Project, and shall further indemnify and hold harmless Landlord
against and from any and all claims arising from any breach or default in the
performances of any obligation on Tenant's part to be performed under the terms
of this Lease, or arising from any act or negligence of Tenant, or any officer,
agent, employee, guest, or invitee of Tenant, and from and against all costs,
attorney's fees, expenses and liabilities incurred in or resulting from any such
claim or any action or proceeding brought thereon, and, in any case, if any
action or proceeding is brought against Landlord by reason of any such claim.
Tenant upon notice from Landlord shall defend the same at Tenant's expense by
counsel reasonably satisfactory to Landlord. Tenant as a material part of the
consideration to Landlord hereby assumes all risk of damage to property or
injury to persons, in, upon or about the Premises, from any cause other than
Landlord's negligence, and Tenant hereby waives all claims in respect thereof
against Landlord. Landlord or its agents shall not be liable for any damage to
property entrusted to employees of the Building, nor for loss or damage to any
property by theft or otherwise, nor for any injury to or damage to persons or
property or to the business of Tenant resulting from fire, explosion, falling
plaster, steam, gas, electricity, water or rain which may leak from any part of
the Building or from the pipes, appliances or plumbing works therein or from the
roof, street or subsurface or from any other place resulting from dampness or
any other cause whatsoever, unless caused by or due to the negligence of
Landlord, its agents, servants or employees. Neither Landlord nor its agents
shall be liable for interference with the light or other incorporeal
hereditaments, loss of business by Xxxxxx, or any latent defect in the Premises
or in the Project. Tenant shall give prompt notice to Landlord in case of fire
or accidents in the Premises or in the Project or of defects therein or in the
fixtures or equipment.
15. WAIVER OF SUBROGATION. Landlord and Tenant shall each obtain from
their respective insures under all polices of fire and other casualty insurance
maintained by either of them at any time during the term, insuring or covering
the Premises, or any portion thereof, or operations or property contained
therein, a waiver of all rights of subrogation which
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the insurer of one party might otherwise have against the other party, and
Landlord and Xxxxxx shall each indemnify the other against any loss or expense,
including reasonable attorney's fees, resulting from the failure to obtain such
waiver.
16. LIABILITY AND PROPERTY INSURANCE
(a) Required Coverage. Tenant shall, at Tenant's expense, obtain and keep
in force during the term of this Lease the following insurance coverage: (i)
comprehensive public liability insurance insuring Landlord and Tenant against
any liability arising out of the ownership, use, occupancy or maintenance of the
Premises and all areas appurtenant thereto. The minimum acceptable amount of
comprehensive liability insurance is a combined single limit of $1,000,000 for
each occurrence of bodily injury liability and/or property damage liability:
(ii) "all risk" fire and extended coverage property damage insurance insuring
Tenant's personal property in the Premises for the full actual replacement cost
thereof; (iii) workers' compensation coverage and any other employee benefit
insurance sufficient to comply with all Laws: (iv) business interruption
insurance providing coverage against direct or indirect loss of Tenant's
earnings form all causes, including losses attributable to Tenant's inability to
use fully or obtain access to the Premises or Building; and (v) with respect to
construction of Alterations or the like undertake by Xxxxxx, contingent
liability and broad form builder's risk insurance in an amount reasonably
satisfactory to Landlord.
(b) Terms of Coverage. The limits of said insurance shall not limit the
liability of the Tenant hereunder. Tenant may carry said insurance under a
blanket policy, providing, however, said insurance by Tenant shall have a
Landlord's protective liability endorsement attached hereto. If Tenant shall
fail to procure and maintain said insurance, Landlord may, but shall not be
required to, procure and maintain same, but at the expense of Tenant. Insurance
required hereunder shall be in companies rated A-7 or better in "Best's
Insurance Guide. Tenant shall deliver to Landlord prior to occupancy of the
Premises copies of policies of liability insurance required herein or
certificates evidencing the existence and amounts of such insurance with loss
payable clauses satisfactory to Landlord. No policy shall be cancelable or
subject to reduction of coverage except after ten (10) days prior written notice
of Landlord. Each policy of insurance required to be carried by Tenant shall
name Landlord and such other parties in interest as Landlord reasonably
designates as additional insureds.
17. SERVICE AND UTILITIES.
(a) Services and Utilities Provided. So long as Tenant is not in default
hereunder, Xxxxxxxx agrees to furnish to the Premises during reasonable hours of
generally recognized business days, to be determined by Landlord in is sole
discretion, and subject to the Rules and Regulations of the Building,
electricity for normal lighting and fractional horsepower office machines, heat
and air conditioning required in Landlord's judgment for the comfortable use and
occupation of the Premises, and janitorial service. Landlord shall also
maintain and keep lighted the common stairs, common entries and toilet rooms in
the Building of which the Premises are a part. Landlord shall not be liable
for, and Tenant shall not be entitled to, any reduction of rental by reason of
Landlord's failure to furnish any of the foregoing when such failure is caused
by accident, breakage, repairs, strikes, lockouts or other labor disturbances or
labor disputes of any character, or by any other cause, similar or dissimilar,
beyond the reasonable control of Landlord. Landlord shall not be liable under
any circumstances for a loss of or injury to property, however occurring,
through or in connection with or incidental to failure to furnish any of the
foregoing, or as a result of the failure or interruption of any utility or other
service provided to the Premises for any reason beyond the reasonable control of
Landlord, including any failure of telephone cabling or telecommunications
facilities. Wherever heat generating machines or equipment are used in the
Premises which affect the temperature otherwise maintained by the air
conditioning system, Landlord reserves the right to install supplementary air
conditioning units in the Premises and the cost thereof, including
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the cost of installation, and the cost of operation and maintenance thereof
shall be paid by Tenant to Landlord upon demand by Landlord.
(b) Additional Services. Tenant will not, without written consent of
Landlord, use any apparatus or device in the Premises, including, but without
limitation thereto, electronic data processing machines, punch card machines,
and machines using in excess of one hundred twenty (120) volts, which will in
any way increase the amount of electricity usually furnished or supplied for the
use of the Premises as general office space; nor connect with electric current
except through existing electrical outlets in the Premises, any apparatus or
device, for the purpose of using electric current. If Tenant shall require
water or electric current in excess of that usually furnished or supplied for
the use of the Premises as general office space. Tenant shall first procure the
written consent of Landlord, which Landlord may refuse, to the use thereof and
Landlord may cause a water meter or electrical current meter to be installed in
the Premises, so as to measure the amount of water and electric current consumed
for any such use. The cost of any such meters and of installation, maintenance
and repair thereof shall be paid by the Tenant and Xxxxxx agrees to pay to
Landlord, promptly upon demand therefor, for all such water and electric current
consumed as show by said meters, at the rates charged for such services by the
local public utility furnishing the same, plus any additional expense incurred
in keeping account of the water and electric current so consumed. If a separate
meter is not installed, such excess cost for such water and electric current
will be established by an estimated made by a utility company for electrical
engineer. Tenant shall be billed for consumption of heat and air conditioning
after the stated hours or on non-business days at the rate of Twenty Five
Dollars ($25.00) per hour, which rate may be adjusted annually to reflect any
increase in the actual cost of providing such additional service.
18. PROPERTY TAXES. Tenant shall pay, or cause to be paid, before
delinquency, any and all taxes levied or assessed and which become payable
during the term hereof upon all Tenant's leasehold improvements, equipment,
furniture, fixtures and personal property located in the Premises, except that
which has been paid for by Landlord, and is the standard of the Building. In the
event any or all of the Tenant's leasehold improvements, equipment, furniture,
fixtures and personal property shall be assessed and taxed with the Building,
Tenant shall pay to Landlord is share f such taxes within ten (10) days after
delivery to Tenant by Landlord of a statement in writing setting forth the
amount of such taxes applicable to Tenant's property.
19. RULES AND REGULATIONS. Tenant shall faithfully observe and comply
with the Rules and Regulations attached hereto as Exhibit "D" and such other
Rules and Regulations as Landlord may from time to time promulgate. Landlord
reserves the right from time to time to make all reasonable modifications to
said rules. The additions and modifications to those rules shall be binding
upon Tenant upon delivery of a copy of them to Tenant. Landlord shall not be
responsible to Tenant for the nonperformance's of any said rules by any other
tenants or occupants.
20. HOLDING OVER. If Tenant remains in possession of the Premises or any
part thereof after the expiration of the term hereof, with the express written
consent of Landlord, such occupancy shall be a tenancy from month to month at a
rental in an amount equal to one hundred twenty percent (120%) of the rent in
effect during the last month of the term, plus all other charges payable
hereunder, and upon all the terms hereof applicable to a month-to-month tenancy.
21. ENTRY BY LANDLORD. Landlord reserves and shall at any and all times
have the right to enter the Premises, inspect the same, supply janitorial
service and any other service to be provided by Landlord to Tenant hereunder, to
submit said Premises to prospective purchasers or tenants, to post notices of
non-responsibility, and to alter, improve or repair the Premises and any portion
of the Building of which the Premises are a part that Landlord may deem
necessary or desirable, without abatement of rent and may for the purpose erect
scaffolding and other necessary structures where reasonably required by the
character of the
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work to be performed, always providing that the entrance to the Premises shall
not be blocked thereby, and further providing that the business of the Tenant
shall not be interfered with unreasonably. Tenant hereby waives any claim for
damages or any injury or inconvenience with Xxxxxx's business, any loss of
occupancy or quiet enjoyment of the Premises, and any other loss occasioned
thereby. For each of the aforesaid purposes. Landlord shall at all times have
and retain a key with which to unlock all of the doors in, upon and about the
Premises, excluding Tenant's vaults, safes and files, and Landlord shall have
the right to use any and all means which Landlord may deem proper to open said
doors in an emergency, in order to obtain entry to the Premises without
liability to Tenant except for any failure to exercise due care for Tenant's
property. Any entry to the Premises obtained by Landlord by any of said means,
or otherwise shall not under any circumstances be construed or deemed to be a
forcible or unlawful entry into, or a detainer of, the Premises, or an eviction
of Tenant from the Premises or any portion thereof.
22. RECONSTRUCTION.
(a) Insured damage. In he event the Premises or the Building of which the
Premises are a part are damaged by fire or other perils fully covered by the
proceeds of fire and extended coverage insurance received by Landlord, Landlord
agrees to forthwith repair the same; and this Lease shall remain in full force
and effect, except that Tenant shall be entitled to a proportionate reduction of
the Base Rent while such repairs are being made, such proportionate reduction to
be based upon the extent to which the making of such repairs shall materially
interfere with the business carried on by the Tenant in the Premises. If the
damage is due to the fault or neglect of Tenant or its employees, there shall be
no abatement of rent.
(b) Uninsured Damages. In the event the Premises or the Building is
damaged as a result of any cause other than the perils covered by fire and
extended coverage insurance, then Landlord shall forthwith repair the same,
provided the extent of the destruction is less than ten percent (10%) of the
then full replacement cost of the Premises or the Building. In the event the
destruction of the Premises or the Building is to an extent greater than ten
percent (10%) of the full replacement cost, then Landlord shall have the option:
(i) to repair or restore such damage, this Lease continuing in full force and
effect, but the rent to be proportionately reduced as provided in this Article:
or (ii) give notice to Tenant at any time within sixty (60) days after such
damage terminating this Lease as of the date specified in such notice, which
date shall be no less than thirty (30) and no more than sixty (60) days after
the giving of such notice. In the event of giving such notice, this Lease shall
expire and all interest of the Tenant in the Premises shall terminate on the
date so specified in such notice and the Base Rent, reduced by a proportionate
amount, based upon the extent, if any, to which such damage materially
interfered with the business carried on by the Tenant in the Premises, and an
additional rent, shall be paid up to date of such termination.
(c) Damage at End of Lease Term. Notwithstanding anything to the
contrary contained in this Article, Landlord shall not have any obligation
whatsoever to repair, reconstruct or restore the Premises when the damage
resulting from any casualty covered under this Article occurs during the last
twelve (12) months of the term of this Lease or any extension thereof.
(d) Property of Tenant. Landlord shall not be required to repair any
injury or damage by fire or other cause, or to make any repairs or replacements
of any panel, decoration, office fixtures, railings, floor covering, partitions,
or any other property installed in the Premises by Tenant.
(e) Interruption of Use. The Tenant shall not be entitled to any
compensation or damages from Landlord for loss of the use of the whole or any
part of the Premises, Xxxxxx's personal property or any inconvenience or
annoyance occasioned by such damage, repair, reconstruction or restoration.
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23. DEFAULT. The occurrence of any one or more of the following events
shall constitute a default and breach of this Lease by Tenant:
(a) The vacating or abandonment of the Premises by Xxxxxx:
(b) The failure by Tenant to make any payment of rent or any other
payment required to be made by Tenant hereunder, as and when due, where such
failure shall continue for a period ten days (10) days after rent is due
thereof by Tenant to Landlord;
(c) The failure by Tenant to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed by the
Tenant, other than described in Article 23(b) above, within the time period
therefore specified herein, or if no time period is specified, where such
failure shall continue for a period of thirty (30) days after written notice
thereof by Landlord to Tenant; provided, however, that if the nature of
Tenant's default is such that more than thirty (30) days are reasonably
required for its cure, then Tenant shall not be deemed to be in default if
Tenant commences such cure within said thirty (30) day period and thereafter
diligently prosecutes such cure to completion; or
(d) The making by Tenant of any general assignment or general
arrangement for the benefit of creditors; or the filing by or against Tenant
of a petition to have Tenant adjudged a bankrupt, or a petition or
reorganization or arrangement under any law relating to bankruptcy (unless, in
the case of petition filed against Tenant, the same is dismissed within sixty
(60) days); or the appointment of a trustee or a receiver to take possession
of substantially all of Tenant's assets located at the Premises or of Tenant's
interest in this Lease, where possession is not restored to Tenant within
thirty (30) days; or the attachment, execution or other judicial seizure of
substantially all of Tenant's assets located at the Premises or of Tenant's
interest in this Lease, where such seizure is not discharged in thirty (30)
days.
24. REMEDIES ON DEFAULT. In the event of any default or breach of this
Lease by Xxxxxx, Landlord may at any time thereafter, with or without notice or
demand and without Landlord in the exercise of a right or remedy which Landlord
may have by reason of such default or breach;
(a) Termination of Lease. Terminate this Lease and all rights of Tenant
hereunder by any lawful means, in which case this Lease shall terminate and
Tenant shall immediately surrender possession of the Premises to Landlord. In
such event Landlord shall be entitled to recover from Tenant all damages
incurred by Landlord by reason of Tenant's default including, but not limited
to, (i) the worth at the time of award of any unpaid rent which had been earned
at the time of such termination; plus (ii) 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 Tenant
proves could have been reasonably avoided; plus (iii) the worth at the time of
aware 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 Tenant proves
could be reasonably avoided; plus (iv) any other amount necessary to compensate
Landlord for all the detriment proximately caused by Xxxxxx's failure to perform
Tenant's obligations under this Lease or which in the ordinary course of events
would be likely to result therefrom, including, but not limited to, the cost of
recovering possession of the Premises, expenses of reletting, renovation and
alteration of the Premises, reasonable attorney's fees, and any real estate
commissions. The "worth at the time of award" for purposes of subsections (i)
and (ii) above is computed by allowing interest at the maximum legal rate, and
the "worth at the time of award" for purposes of subsection (iii) is computed by
discounting such amount at the
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discount rate of the Federal Reserve Bank of San Francisco at the time of award
plus one percent (1%). In the event Tenant shall have abandoned the Premises,
Landlord shall have the option of (x) taking possession of the Premises and
recovering from Tenant the amount specified in this paragraph, or (y) proceeding
under the provisions of the following Article 24(b);
(b) Continuation of Lease. Maintain Tenant's right to possession, in which
case this Lease shall continue in effect whether or not Tenant shall have
abandoned the Premises. In such event Landlord shall be entitled to enforce all
of Landlord's rights and remedies under this Lease, including the right to
recover the rent as it becomes due hereunder; or
(c) Remedies Cumulative. Pursue any other remedy now or hereafter
available to Landlord. All rights, options and remedies of Landlord contained
in this Lease shall be construed, and held to be, cumulative and no one of them
shall be exclusive of the other, and Landlord shall have the right to pursue any
one or all of such remedies or any other remedy or relief which may now or
hereafter be provided by law or in equity, whether or not stated in this Lease.
No act or omission by any party shall be construed as an election to terminate
this Lease unless a written notice of such intention is given to Tenant.
25. EMINENT DOMAIN. If more than twenty-five percent of the Premises
shall be taken or appropriated by any public or quasi-public authority under the
power of eminent domain, either party hereto shall have the right, at its
option, to terminate this Lease, and Landlord shall be entitled to any and all
income, rent, award, or any interest therein whatsoever which may be paid or
made in connection with such public or quasi-public use or purpose, and Tenant
shall have no claims against Landlord for the value of any unexpired term of
this Lease. If either less than or more than twenty-five percent (25%) of the
Premises is taken, and neither party elects to terminate as herein provided, the
rental thereafter to be paid shall be equitably reduced. If any part of the
Building other than the Premises may be so take or appropriated, Landlord shall
have the right at its option to terminate this Lease and shall be entitled to
the entire award as above provided.
26. OFFSET STATEMENT. Tenant shall at any time and from time to time upon
not less than ten (10) days prior written notice from Landlord execute,
acknowledge and deliver to Landlord a statement in writing (a) certifying that
this Lease is unmodified and in full force and effect (or, if modified, stating
the nature of such modification and certifying that this Lease as so modified,
is in full force and effect), and the date to which the rental and other charges
are paid in advance, if any; (b) acknowledging that there are not, to Tenant's
knowledge, any uncured defaults on the part of the Landlord hereunder, or
specifying such defaults if any are claimed; and (c) setting forth any other
matters which Landlord may reasonably request. Any such statements may be
relied upon by any prospective purchaser or encumbrance of all or any portion of
the real property of which the Premises are a part.
27. PARKING. Tenant shall have the right to use in common with other
tenants or occupants of the Building the parking facilities of the Building, if
any, subject to the monthly rates, Rules and Regulations, and any other charges
of Landlord for such parking facilities which may be established or altered by
Landlord at any time or from time to time during the term hereof.
28. RELOCATION. Intentionally omitted.
29. AUTHORITY OF PARTIES; LIMITATIONOF LIABILITY.
(a) Corporate Authority. If Tenant is a corporation, each individual
executing this Lease on behalf of said corporation represents and warrants that
he is duly authorized to execute and deliver this Lease on behalf of said
corporation or in accordance with the bylaws
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of said corporation, and that this Lease is binding upon said corporation in
accordance with its terms.
(b) Limited Partnership. If the Landlord herein is a limited partnership,
it is understood and agreed that any claims by Tenant on Landlord shall be
limited to Landlord's interest in the Building and furthermore, Tenant expressly
waives any and all rights to proceed against the individual partners or the
officers, directors or shareholders of any corporate partner.
30. BROKER. Tenant warrants that it has had no dealings with any real
estate broker or agents in connection with the negotiation of this Lease except
Xxxxxxx Xxxxxxxxx.
31. Intentionally Omitted.
32. TENANT IMPROVEMENTS. Landlord agrees to provide Tenant Improvements
in the Premises in accordance with the attached Exhibit "B".
33. GENERAL PROVISIONS
(a) Plats and Riders. Clauses, plats and riders, if any signed by the
Landlord and the Tenant and endorsed on or affixed to this Lease are part
hereof.
(b) Waiver. The waiver by Landlord of any term, convenant or condition
herein contained shall not be deemed to be a waiver of such term, covenant or
condition on any subsequent breach of the same or any other term, covenant or
condition herein contained. The subsequent acceptance of rent hereunder by
Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of
any term, convenant or condition of this Lease, other than the failure of the
Tenant to pay the particular rental so accepted, regardless of Landlord's
knowledge of such preceding breach at the time of the acceptance of such rent.
(c) Notices. All notices and demands which may or are to be required or
permitted to be given be either party to the other hereunder shall be in
writing. All notices and demands shall be (i) personally delivered, and
considered effective upon receipt,(ii) sent by United states Mail, postage
prepaid, addressed as set forth in the Basic Lease Information, or in the case
of Tenant, to the Premises, and shall be considered effective three (3) days
after mailing; or (iii) sent by facsimile to the number contained in tbe Basic
Leae Information, and shall be considered effective upon confirmantion of
receipt. Either party may specify a different address for notice purpose
bywritten notice to the other.
(d) Joint Obligation. If there be more than one Tenant the obligations
hereunder imposed upon Tenents shall be joint and several.
(e) Marginal Headings. The marginal headings and titles to the Articles
of this Lease are not a part of this Lease and shall have no effect upon the
construction or interpretation of any part hereof.
(f) Time. Time is of the essence of this Lease and each and all of its
provisions on which performance is a factor.
(g) Successors and Assigns. The covenants and conditions herein contained,
subject to the provisions as to assignment, apply to and bind the heirs,
successors, executors, administrators and assigns of the parties hereto.
(h) Recordation. Neither Landlord nor Tenant shall record this Lease or a
short form memorandum hereof without the prior written consent of the other
party.
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(i) Quiet Possession. Upon Tenant paying the rent reserved hereunder and
observing and performing all of the covenants, conditions and provisions on
Xxxxxx's part to be observed and performed hereunder, Tenant shall have quiet
possession of the Premises for the entire term hereof, subject to all the
provisions of this Lease.
(j) Late Charges. Tenant hereby acknowledges that late payment by Tenent
to Landlord of rent or other sums due hereunder will cause Landlord 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 upon
Landlord by terms of any morgage of trust deed covering the Premises.
Accordingly, if any installment of rent or of a sum due from Tenent shall not be
received by Landlord or Landlord's designee within ten (10) days after such
amount is due, then Tenant shall pay to Landlord a late charge equal to ten
percent (10%) of such overdue amount. The parties hereby agree that such late
charges represent a fair and reasonable estimate of the cost that Landlord will
incur by reason of the late payment by Xxxxxx. Acceptance of such late charges
but the Landlord shall in no event constitute a waiver of Tenant's default with
respect to such overdue amount, nor prevent Landlord from exercising any of the
other rights and remedies granted hereunder.
(k) Inability to Perform. This Lease and the obligations of the Tenant
hereunder shall not be affected or impaired because the Landlord is unable to
fulfill any of its obligations hereunder or is delayed in doing so, of such
inability or delay is caused by reason of strike, labor troubles, acts of God,
or any other cause beyond the reasonable control of the Landlord.
(l) Attorneys' Fees. In the event of any action or proceeding brought by
either party against the other under this Lease the pervailing party shall be
entitled to recover all costs and expenses including the fees of its attorneys
in such action or proceeding in such amount as the court may adjudge reasonable
as attorneys' fees.
(m) Sale of Premises by Landlord. In the event of any sale of the
Building, Landlord shall be and is hereby entirely freed and relieved of all
liability under any and all of its covenants and obligations contained in or
derived from this Lease arising out of any act, occurrence or omission occurring
after the consummation of such sale; and the purchaser, at such sale or any
subsequent sale of the Premises shall be deemed, without any further agreement
between the parties or their successors in interest or between the parties and
any such purchaser, to have assumed and agreed to carry out any and all of
covenants and obligations of the Landlord under this Lease.
(n) Subordination Attornment. Upon request of the Landlord, tenant will in
writing subordinate its rights hereunder to the lien of any mortgage, deed of
trust, ground lease or similar instrument now or hereafter placed upon the
Project, and to all advances made or hereafter to be made upon the security
thereof. In the event any proceedings are brought for foreclosure, or in the
event of the exercise or the power of sale under any morgage or deed of trust
made by the Landlord covering the Premises, and, at the election of the
purchaser, the Tenant shall attorn to the purchaser upon any such foreclosure or
sale and recognize such purchaser as the Landlord under this Lease.
(o) Morgagee Modification. Tenant hereby agrees to modify the Lease as
may reasonably be required from time to time by the holder of a security
interest in the Project or any portion thereof, so long as such modification
does not materially increase the obligations of Tenant hereunder.
(p) Default by Landlord. In the event of any default of the part of
Landlord, tenent shall use reasonably efforts to give notice by registered mail
to any holder of a security interest in the Project whose name has been provided
to Tenent and shall offer such party a
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reasonable oppurtunity to cure the default, including time to obtain possession
of the Premises by power of sale of judicial foreclosure or other appropriate
legal proceedings, if such should prove necessary to effect a cure.
(q) Name. Tenant shall not use the name of the Building or of Project for
any purpose other than as an address of the business to be conducted by the
tenant in the Premises.
(r) Separability. Any provisions of this Lease which shall prove to be
invalid, void or illegal shall in no way affect, impair or invalidate any other
provision hereof of such other provision shall remain in full force and effect.
(s) Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.
(t) Choice of Law. This Lease shall be governed by the laws of the State
in which the Premises are located.
(u) Signs and Auctions. Tenant shall not place any sign upon the Premises
or Building or conduct any auction thereon without Landlord's prior written
consent.
(v) Submission of Lease. If this Lease has been filled in, it has been
prepared for submission to your attorney for his approval. No representation or
recommendation is made by the real estate broker or its agents or employees as
to the legal sufficiency, legal effect, or tax consequences or this Lease or the
transactions relating thereto. This Lease shall not be effective or binding on
any party until fully executed by both parties hereto.
(w) Entire Agreement. This Lease contains the entire agreement of the
parties hereto with respect to any matter covered or metioned in this Lease, and
no prior agreements, understanding or representation pertaining to any such
matters shall be effective for any purpose. No provision of this Lease may be
amended or added to except by an agreement in writing signed by the parties
hereto or their respective successors in interest.
IN WITNESS WHEREOF, the partied hereto have executed this Lease intending to be
bound as of the last date set forth below.
LANDLORD TENANT
470 Spear Associates Transphere International, Inc.
a California limited partnership a California corporation
By: Xxxxxxx Xxxxxxx & Brown Company.
a California limited partnership
Its General Partner
By: Xxxxxxx Xxxxxxx & Brown Company.
a California limited partnership
Its General Partner
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Transphere International, Inc.
----------------------------- ----------------------------------
Xxxxxx X. Xxxxxxx
Its President
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EXHIBIT A
[A GRAPHIC DESCRIPTION OF THE PREMISES]
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EXHIBIT B
TENANT IMPROVEMENT PLAN
1. Description of Work
Landlord shall, at Landlord's sole expense, provide and install building
standard carpet throughout Suite 205. Tenant shall select the color, subject to
Landlord's approval.
2. Tenant's Work
Tenant may require work ("Tenant's Work") that is different from of in
addition to the Tenant Improvements, subject to the reasonable approval of
Landlord and otherwise in accordance with Paragraph 10 of the Lease. Any and
all work other than the Tenant Improvements shall be deemed and constructed as
Tenant's Work, and Tenant shall pay all costs of preforming Tenant's Work at its
sole cost and expense. Except as otherwise expressly agreed in writing by
Landlord, any changes to the Tenant Improvements requested by Tenant shall be
deemed Tenants Work.
3. Tenant's Signage
Landlord hereby grants Tenant permission to install the name "NETSOURCE" on
the front of the building, subject to Landlord approval prior to installation,
which said approval shall be timely and shall not be unresonably withheld, and
subject to the city of San Francisco permit specifications. Tenant shall at its
sole cost and expense be responsible for the permitting, installation,
maintenance, and all other sign related issues. Upon termination of this lease,
Tenant shall be responsible at its sole cost and expense for the removal of said
signage and any repair to the building as a result of said signage.
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EXHIBIT C
COMMENCEMENT DATE MEMORANDUM
THIS COMMENCEMENT DATE MEMORANDUM dated, for reference purposes only, as
of the _________ day of ___________________, 19__, is made by and between 470
Spear Associates, a California limited partnership ("Landlord") and Transphere
International, Inc., a California corporation ("Tenant").
RECITALS
X. Xxxxxxxx is the Landlord and Xxxxxx is the Tenant under that certain Office
Lease between them dated, for reference purposes only, as _______, 1996 (the
"Lease"). Unless otherwise defined, capitalized terms used herein shall have
the same respective meanings as given them in the Lease.
B. Pursuant to Paragraph 3 of the Lease, the parties desire to confirm certain
matters pertaining to the Lease.
AGREEMENT
NOW, THEREFORE, the parties agree as follows:
1. Xxxxxx acknowledges and agrees that the Tenant Improvements have been
substantially completed in accordance with the Work Letter and that the Tenant
Improvement and the Premises are in good and satisfactory order, condition and
repair.
2. The Commencement Date of the Lease is _____________________.
3. The Expiration Date of the Lease is __________________.
4. This Memorandum may be executed in counterparts, each of which shall be
deemed an original, and both of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date
first above written.
LANDLORD TENANT
470 Spear Associates Transphere International, Inc.
a California limited partnership a California corporation
By: Xxxxxxx Xxxxxxx & Brown Company.
a California limited partnership
Its General Partner
By: Xxxxxxx Xxxxxxx & Brown Company.
a California limited partnership
Its General Partner
By: __________________________ By:________________________________
Xxxxxx X. Xxxxxxx
Its President
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EXHIBIT D
RULES AND REGULATIONS
1. No sign, placard, picture, advertisement, name or notice shall be
inscribed, displayed or printed or affixed on or to any part of the outside or
inside of the Building without the written consent of Landlord first had and
obtained and Landlord shall have the right to remove any such sign, placard,
picture, advertisement, name or notice without notice to and at the expense of
Tenant.
2. All approved signs or lettering on doors shall be printed, painted, affixed
or inscribed at the expense of Tenant by a person approved by Landlord.
3. Tenant shall not place anything or allow anything to be placed near the
glass of any window, door, partition or wall which may appear unsightly from
outside the Premises; provided, however, that Landlord may furnish and install a
Building standard window covering at all exterior windows. Tenant shall not
without prior written consent of Landlord cause or otherwise sunscreen any
window.
4. The sidewalks, halls, passages, exits, entrances, elevators and stairways
shall not be obstructed by any of the tenants or used by them for any purpose
other than for ingress and egress from their respective Premises.
5. Tenant shall not alter any lock or install any new or additional locks or
any bolts on any doors or windows of the Premises.
6. The toilet rooms, urinals, fish bowls and other apparatus shall not be used
for any purpose other than that for which they were constructed and no foreign
substance of any kind whatsoever shall be thrown therein. The expense of any
breakage, stoppage or damage resulting from the violation of this rule shall be
borne by the Tenant who, or whose employees or invitees, shall have caused it.
7. Tenant shall not overload the floor of the Premises or in any way deface
the Premises or any part thereof. No furniture, freight or equipment of any
kind shall be brought into the Building without the prior notice to Landlord and
all moving of the same into or out of the Building shall be done at such time
and in such manner as Landlord shall designate. Landlord shall have the right
to prescribe the weight, size and position of all safes and other heavy
equipment brought into the Building and also the times and manner of moving the
same in and out of the Building. Safes or other heavy objects shall, if
considered necessary by Landlord, stand on supports of such thickness as is
necessary to properly distribute the weight. Landlord will not be responsible
for loss of or damage to any such safe or property from any cause and all damage
done to the Building by moving or maintaining any such safe or other property
shall repaired at the expense of Tenant.
8. Tenant shall not use, 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 the Landlord or other
occupants of the Building by reason of noise, odors and/or vibrations, or
interfere in any way with other tenants or those having business therein, nor
shall any animals or birds be brought in or kept in or about the Premises of the
Building.
9. No cooking shall be done or permitted by any Tenant on the Premises, nor
shall the Premises be used for the storage of merchandise, for washing clothes,
for lodging, or for any improper, objectionable or immoral purposes.
10. Tenant shall not use or keep in the Premises or the Building any kerosene,
gasoline, or inflammable or combustible fluid or material, or use any method of
heating or air conditioning other than that supplied by Landlord.
11. Xxxxxxxx will direct electricians as to where and how telephone and
telegraph wires are to be introduced. No boring or cutting for wires will be
allowed without the consent of the Landlord. The location of telephones, call
boxes and other office equipment affixed to the Premises shall be subject to the
approval of Landlord.
12. On Saturdays, Sundays and legal holidays, and on other days between the
hours of 6:00 p.m. and 8:00 a.m. the following day, access to the Building, or
to the halls, corridors, elevators, or stairways in the Building, or to the
Premises may be refused unless the person seeking access is known to the person
or employee of the Building in charge and has a pass or is properly identified.
The Landlord shall in no case be liable for damages for any error with regard to
the admission to or exclusion from the Building of any person. In case of
invasion, mob, riot, public excitement, or other commotion, the Landlord
reserves the right to prevent access to the Building during the continuance of
the same by closing of the doors or otherwise, for the safety of the tenants and
protection of property in the Building and the Building.
13. Landlord reserves the right to exclude or expel from the Building any
person who, in the judgment of Landlord, is intoxicated or under the influence
of liquor or drugs, or who shall in any manner do any act in violation of any of
the Rules and Regulations of the Building.
14. No vending machine or machines of any description shall be installed,
maintained or operated upon the Premises without the written consent of the
Landlord.
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15. Landlord shall have the right, exercisable without notice and without
liability to Tenant, to change the name and street address of the Building of
which the Premises are a part.
16. Tenant shall not disturb, solicit, or canvass any occupant of the Building
and shall cooperate to prevent same.
17. Without the written consent of Landlord, Tenant shall not use the name of
the Building in connection with or in promoting or advertising the business of
Tenant except as Xxxxxx's address.
18. Landlord shall have the right to control and operate the public portions of
the Building, and the public facilities, and heating and air conditioning, as
well as facilities furnished for the common use of the tenants, in such manner
as it deems best for the benefit of the tenants generally.
19. All entrance doors in the Premises shall be left locked when the Premises
are not in use, and all doors opening to public corridors shall be kept closed
except for normal ingress and egress from the Premises.
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