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EXHIBIT 10.15
OFFICE LEASE
THIS LEASE is made this 20th day of November, 1996, between RR&C
Development Company, a California General Partnership & Patrician Associates,
Inc., a California corporation hereinafter called "Landlord" and International
Integration Incorporated, a Massachusetts corporation, hereinafter called
"Tenant".
LEASE OF PREMISES
Landlord hereby leases to Tenant and Tenant hires from Landlord, subject
to all of the terms and conditions hereinafter set forth, those certain premises
(hereinafter called the "Premises") as set forth in Item 1 of the Basic Lease
Provisions and as shown in the space plan or floor plan attached hereto as
Exhibit "A" located in that certain office building ("Building") now existing or
under construction and located at 13181-13191 Crossroads Parkway North and
situated on approximately 11.39 acres situated in the City of Industry, County
of Los Angeles, State of California, as part of an office and commercial project
commonly known as Crossroads Business Park, which land is improved with
landscaping, parking facilities and other improvements and appurtenances, all of
which land, improvements and appurtenances together with the Building and other
office and commercial structures are referred to collectively herein as "the
Project".
BASIC LEASE PROVISIONS
1. Building Name: Crossroads Atrium Building
Suite: 200 Floor(s): Second
Address: 00000 Xxxxxxxxxx Xxxxxxx Xxxxx
Xxxx xx Xxxxxxxx, XX 00000
2. Rentable Area of the Premises: 5,771 square feet (as referred to in
Paragraph 3.5)
3. Rentable Area of the Building: 219,668 square feet
4. Tenant's Proportionate Share: 2.63% (as referred to in Paragraph 3.4)
5. Basic Rent (as referred to in Article 2):
See Rider
CHECK EITHER ITEM 6 OR ITEM 7 AS APPLICABLE AND COMPLETE ALL BLANKS WITH RESPECT
TO THE ITEM SELECTED.
6. Expense stop option. ___
(a) Expense Stop Rate: $ _________ per Rental Square Foot per year.
(b) Landlord's Operating Expense Stop: $_______________.
7. Base Year. X
(a) Base Year: The calendar year of 1997.
8. Term (as referred to in Article 1): 5 years 3 months, commencing on February
1, 1997 and ending on April 30, 2002.
Tenant acknowledges that Landlord has the right, pursuant to Paragraph 15.3,
to terminate this Lease if Tenant notifies Landlord that Tenant desires to
assign this Lease or sublet the Premises or any portion of the Premises.
9. Security Deposit (as referred to in Article 4): $10,676.35
10. Landlord's Broker (as referred to in Article 40): Majestic Realty Co.
11. Tenant's Broker (as referred to in Article 40): AIM Resources
12. Vehicle Parking Spaces Allocated to Tenant (as referred to in Article 53):
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13. Additional Basic Lease Provisions:
Rider pages 1 through 5
14. Address and Signatures of Landlord and Tenant:
Landlord and Tenant hereby execute this Lease, consisting of the foregoing
provisions and the Additional Lease Provisions and exhibits which follow, as
of the date first above written.
"LANDLORD"
RR&C DEVELOPMENT COMPANY, a California
General Partnership
By: /s/ [Illegible]
By: /s/ [Illegible]
By: /s/ [Illegible]
PATRICIAN ASSOCIATES, INC., a California
corporation
By: /s/ Xxxx X. Xxxxxx XXXX X. XXXXXX VICE PRESIDENT
By: /s/ Xxxxxxx X. Xxxxxx XXXXXXX X. XXXXXX VICE PRESIDENT & SECRETARY
Address: 00000 Xxxxxxxxxx Xxxxxxx Xxxxx
Xxxxx Xxxxx
Xxxx xx Xxxxxxxx, XX 00000
"TENANT"
INTERNATIONAL INTEGRATION INCORPORATED, a
Massachusetts corporation
By: /s/ Xxxxxxxx X. Xxxxxx
Xxxxx Xxxxxx
Its: CFO
Address: 000 Xxxx Xxxxxx
Xxxxxxxxx XX 00000
(000) 000-0000
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ADDITIONAL LEASE PROVISIONS
ARTICLE 1. TERM
1.1 The term of this Lease shall be as shown in Item 8 of the Basic Lease
Provisions and shall commence on the commencement date as shown in Item 8 of the
Basic Lease Provisions or such later date as the Premises shall be tendered to
Tenant ready for occupancy as set forth in Section 1.2 below, or upon such
earlier date as Tenant takes possession or commences use of the Premises for any
purpose other than construction. The date of commencement as defined above,
hereinafter called the "Commencement Date", shall be confirmed in writing by the
parties promptly upon such commencement.
1.2 Landlord may, prior to the commencement date set forth in Item 8 of
the Basic Lease Provisions, tender the Premises to Tenant upon not less than
fifteen (15) days' prior written notice stating that the Premises will be ready
for occupancy on the date specified in such notice. The Premises shall be deemed
ready for occupancy upon the expiration of fifteen (15) days from the date said
notice is sent, and when Landlord has: (i) put in operation all building
services essential for the use of the Premises by Tenant; (ii) provided
reasonable access to the Premises for Tenant, its agents, employees, licensees
and invitees so that the same may be used without unnecessary interference; and
(iii) substantially completed all the work required to be done by it, or its
obligation to complete such work has been suspended as provided in the Work
Letter executed by the parties contemporaneously herewith.
ARTICLE 2. RENT
Tenant shall pay a Basic Rent for the Premises in the amount shown in Item
5 of the Basic Lease Provisions for the specified lease year, in monthly
installments payable on the first day of each month in advance, except that if
the Commencement Date occurs on a day other than the first day of a month, then
the Basic Rent for the fraction of the month starting with the Commencement
Date shall be paid on said Commencement Date, prorated on the basis of the
actual number of days in said month. If the term hereof ends on a day other than
the last day of a month, then the Basic Rent for the month during which said
expiration occurs shall be prorated on the basis of the actual number of days in
said month. As used in reference to Item 5 of the Basic Lease Provisions, "lease
year" shall mean each succeeding period of twelve full calendar months during
the term, commencing with the first day of the first full calendar month of the
term hereof, except that the first such period shall include in addition any
partial month at the commencement of the lease term. In addition to said Basic
Rent, Tenant agrees to pay additional rent (including, if applicable, any
Consumer Price Index adjustments referred to below) as and when hereinafter
provided in this Lease. Said Basic Rent and additional rent, together with all
other sums payable by Tenant under this Lease, are hereinafter sometimes
referred to collectively as the "rent." The rent shall be payable to Landlord,
without deduction or offset, in lawful money of the United States of America at
the address for Landlord as shown in Item 14 of the Basic Lease Provisions, or
to such other person or at such other place as Landlord may from time to time
designate in writing.
ARTICLE 3. RENT ADJUSTMENTS
3.1 In addition to Base Rent, for each calendar year during the term of
this Lease, Tenant shall pay as additional rent, either of the following:
(a) If Item 6 of Basic Lease Provisions is applicable, the amount
computed by multiplying Tenant's Proportionate Share (as hereafter
defined) by the Operating Expense Overage (as defined in Paragraph 3.6).
(b) If Item 7 of Basic Lease Provisions is applicable, the amount
computed by multiplying Tenant's Proportionate Share by the amount by
which Total Operating Expenses (as defined in Paragraph 3.9) for any
calendar year after the Base Year exceed Total Operating Expenses for the
Base Year; provided, however, that if the Building is not fully occupied
(as defined below) during the entire Base Year, the Total Operating
Expenses for such year shall be adjusted to reflect the Total Operating
Expenses that would have been incurred if the Building were fully occupied
during the entire Base Year. As used herein, fully occupied shall mean
occupancy of not less than 80% of the rentable area of the Building.
Whether Paragraph 3.1(a) or 3.1(b) is applicable, Landlord shall have the
right to estimate in advance the amount due from Tenant for any calendar year
and to charge Tenant therefor on a monthly basis. In such case, Tenant shall pay
one-twelfth (1/12th) of such amount on the first day of each month during such
year. Any overpayments or underpayments will be adjusted as set forth in
Paragraph 3.3.
3.2 Landlord shall endeavor to provide Tenant with a written notice of the
estimated Total Operating Expenses, as hereinafter defined. No delay by Landlord
in delivering to Tenant any such notices shall affect Tenant's obligations
hereunder, which shall be effective as of the date specified in any such notice.
3.3 Within one hundred twenty (120) days after the end of each calendar
year during the lease term, Landlord shall provide Tenant with a written
statement of the actual Total Operating Expenses for that year. If actual Total
Operating Expenses should exceed the estimated Total Operating Expenses for such
year, then Tenant shall pay to Landlord the additional amount due to Landlord
within thirty (30) days.
3.4 "Tenant's Proportionate Share" is defined as that percentage computed
by dividing the Rentable Area of the Premises, as hereinafter defined, by the
Rentable Area of the Building, as hereinafter defined. Tenant acknowledges that
Tenant's Proportionate Share is subject to adjustment, as set forth in Paragraph
3.8.
3.5 "Rentable Area of the Premises" and "Rentable Area of the Building"
are defined as those areas obtained by measuring the Premises and the Building
in accordance with the method of measuring rentable office space specified in
the American National Standards Institute Publication ANSIZ65.1-1980.
3.6 "Operating Expense Overage" is defined as the amount computed by
subtracting the Landlord's Operating Expense Stop, as hereinafter defined, from
the Total Operating Expenses for a calendar year.
3.7 "Landlord's Operating Expense Stop" is defined as that amount
computed by multiplying the Rentable Area of the Building by the Expense Stop
Rate stated in Item 6 of the Basic Lease Provisions.
3.8 The initial Rentable Area of the Premises, the Rentable Area of the
Building, Tenant's Proportionate Share and Landlord's Operating Expense Stop are
conclusively deemed to be as stated in Items 2, 3, 4 and 6 of the Basic Lease
Provisions, respectively. From time to time, as Landlord deems necessary,
Landlord's architect shall determine and certify in writing the actual Rentable
Area of the Premises and the actual Rentable Area of the Building. Landlord
shall provide Tenant with two copies of the architect's certificate. Tenant
shall sign one of the copies, acknowledging the changes noted therein and shall
return the signed certificate to Landlord. The determination of the architect as
to such matters shall be conclusive, and Items 2, 3, 4 and 6 of the Basic Lease
Provisions shall be adjusted accordingly.
3.9 "Total Operating Expenses" are defined as those costs and expenses
necessary to operate, manage and maintain the Building in a manner deemed
reasonable and appropriate and for the best interest of the tenants in the
Building, including, but not limited to, the following:
(a) Wages, salaries and fringe benefits of all employees engaged in
the operation and maintenance of the Building; employer's Social Security
taxes, unemployment taxes or insurance, and any other taxes which may be
levied on such wages and salaries; the cost of disability and
hospitalization insurance and pension or retirement benefits for such
employees;
(b) All supplies and materials used in the operation and maintenance
of the Building;
(c) Cost of water, sewer, electricity, gas, telephone and other
utilities used in operation of the Building;
(d) Cost of janitorial service, trash removal, parking lot sweeping,
window washing and landscape maintenance;
Landlord's Initials /s/ [Illegible] Tenant's Initials /s/ [Illegible]
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(e) Cost of replacement of Building equipment and all maintenance
service agreements on Building equipment, including alarm, security,
energy management, mechanical, electrical, window cleaning and elevator
equipment;
(f) Cost of repairs and general maintenance;
(g) Any capital improvements made or installed for purposes of
saving labor or otherwise reducing applicable operating costs, not to
exceed the aggregate estimated cost savings annualized on a straight line
basis over the useful life of the capital improvements as determined by
Landlord in accordance with generally accepted accounting principles and
practices in effect at the time of acquisition of capital item;
(h) Any "Real Property Tax," which for purposes hereof means: (i)
any fee, license fee, license tax, business license fee, commercial rental
tax, levy, charge, assessment, penalty or tax imposed by any taxing
authority against the Premises (or any portion thereof); (ii) any tax on
the Landlord's right to receive, or the receipt of, rent or income from
the Premises (or any portion thereof) or against Landlord's business of
leasing the Premises (or any portion thereof); (iii) any tax or charge for
fire protection, streets, sidewalks, road maintenance, refuse or other
services provided to the Premises (or any portion thereof) by any
governmental agency; (iv) any tax imposed upon this transaction or based
upon a re-assessment of the Premises or the Project or any portion thereof
due to a change in ownership or transfer of all or part of Landlord's
interest in the Premises or the Project (or any portion thereof); and (v)
any charge or fee replacing any tax previously included within the
definition of real property tax. "Real Property Tax" does not, however,
include Landlord's federal or state income, franchise, inheritance or
estate taxes. If the Building is not separately assessed, the share of
real property taxes payable with respect to the Building and land shall be
reasonably determined by Landlord based upon the assessor's worksheets or
other reasonably available information.
(i) Cost of casualty and liability insurance applicable to the
Building and Landlord's personal property used in connection therewith
covering loss or damage of such property in the amount of its full
replacement value; such insurance shall also provide protection against
all perils included within the classification of fire, extended coverage,
vandalism, malicious mischief, special extended perils (i.e., all risk),
sprinkler leakage, earthquakes, plate glass damage, and other perils which
Landlord deems necessary.
(j) Cost of all accounting and other professional fees incurred in
connection with the operation of the Building;
(k) Reasonable depreciation on any equipment, machinery or other
items used in the operation, maintenance and management of the Building;
(l) Any management fee, not in excess of current market rates for
similar buildings in the area, payable to Landlord or to any other person
or entity performing management services; and
(m) Common area costs allocable to the Building, as set forth in
Article 42.
Notwithstanding the foregoing, Total Operating Expenses shall not include
expenses for which Landlord is reimbursed or indemnified (either by an insurer,
condemnor, tenant or otherwise); expenses incurred in leasing or procuring
tenants; interest or amortization payments on any mortgage or mortgages, or rent
under any ground or underlying lease or leases; wages, salaries or other
compensation paid to any executive employees above the grade of building
manager; wages, salaries or other compensation paid for clerks or attendants in
concessions or newsstands operated by Landlord; any cost or expense representing
an amount paid to a corporation affiliated with Landlord which is in excess of
the amounts which would be paid in the absence of such relationship; or cost of
capital improvements and depreciation or amortization, except as provided in
Section 3.9(g) or otherwise above. Payment of additional rent pursuant to
Section 3.1 above shall not be deemed a reimbursement to Landlord for purposes
of this Section 3.9.
3.10 Any operating expense increase for any calendar year during the term
of this Lease shall be apportioned so that Tenant shall be charged under this
Article 3 for only that portion of the increase for such year as falls within
the term. This provision shall survive the expiration or earlier termination of
the term of this Lease.
3.11 Landlord and Tenant, each from time to time upon request of the
other, within five (5) days of such request, shall sign a written memorandum
confirming the amount of the additional rent due hereunder, as adjusted from
time to time hereunder.
3.12 If Paragraph 5 of the Basic Lease Provisions indicates that the Basic
Rent is subject to adjustment based upon changes in the Consumer Price Index,
then the following provisions of this Paragraph 3.12 shall apply. If Paragraph 5
of the Basic Lease Provisions does not indicate that the Basic Rent is subject
to adjustment based upon changes in the Consumer Price Index, then the
provisions of this Paragraph 3.12 shall be disregarded. In addition to any other
adjustments to rent herein, the Basic Rent due hereunder shall be increased on
each annual anniversary of the Commencement Date in accordance with the increase
in the United States Department of Labor, Bureau of Labor Statistics, Consumer
Price Index for Urban Wage Earners and Clerical Workers, all items for the Los
Angeles/Riverside/Anaheim Statistical Area on the basis of 1982/84 = 100 (the
"Index"), as follows. The Basic Rent shall be increased annually as set forth
above in proportion to the increase in the Index which has occurred between the
first month of the Lease term and the month in which the rent is to be
increased. Landlord shall notify Tenant of each increase by delivering a written
statement setting forth the Index for the first month of the Lease term, the
Index for the month in which the Basic Rent is to be increased, the percentage
increase between those two Indices, and the new amount of the Basic Rent. The
Basic Rent shall not be reduced from the last previous adjusted Basic Rent by
reason of any decrease in the Index. Tenant shall pay the new Basic Rent from
its effective date until the next periodic increase. Landlord's notice may be
given after the effective date of the increase since the Index for the
appropriate month may be unavailable on the effective date. In such event,
Tenant shall pay Landlord the necessary rental adjustment for the months elapsed
between the effective date of the increase and Landlord's notice of such
increase within ten (10) days after Landlord's notice. If the format or
components of the Index are materially changed after the date of the Lease,
Landlord shall substitute an index which is published by the Bureau of Labor
Statistics or similar agency and which is most nearly equivalent to the Index in
effect on the date of the Lease. Landlord shall notify Tenant of the substituted
index, which shall be used to calculate the increase in the Basic Rent unless
Tenant objects in writing within fifteen (15) days after receipt of Landlord's
notice. If Tenant objects, the substitute Index shall be determined in
accordance with the rules and regulations of the American Arbitration
Association. The cost of such arbitration shall be borne equally by Landlord and
Tenant.
ARTICLE 4. SECURITY DEPOSIT
Tenant has deposited with Landlord the sum set forth in Item 9 of the
Basic Lease Provisions as security for the full and faithful performance of
every provision of this Lease to be performed by Tenant. If Tenant defaults with
respect to any provision of this Lease, including, but not limited to, the
provisions relating to the payment of rent, the repair of damage to the Premises
caused by Tenant or cleaning the Premises upon termination of this Lease,
Landlord may use, apply or retain all or any part of this security deposit for:
(i) the payment of any rent or any other sum in default; (ii) the repair of such
damage to the Premises; (iii) the cost of such cleaning; (iv) the payment of any
other amount which Landlord may spend or become obligated to spend by reason of
Tenant's default; or (v) to compensate Landlord for any other loss or damage
which Landlord may suffer by reason of Tenant's default, to the full extent
permitted by law. If any portion of said deposit is so used or applied, Tenant
shall within ten (10) days after written demand therefor deposit cash with
Landlord in 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 this 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 Tenant's interest
hereunder) at the expiration of the Lease term, less the operating expense
increase described in Paragraph 3.10, if applicable.
Landlord's Initials /s/ [Illegible] Tenant's Initials /s/ [Illegible]
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ARTICLE 5. UTILITIES AND SERVICES
5.1 Landlord shall furnish to the Premises between the hours of 8:00 a.m.
and 6:00 p.m. Monday through Friday, and between the hours of 9:00 a.m. and 1:00
p.m. Saturday, except legal holidays, such amounts of air conditioning, heating
and ventilation as may be required for the use and occupation of the Premises,
taking into consideration at any given time the availability of energy resources
and prudent energy conservation practices. During other hours Landlord will
provide such air conditioning, heating and ventilation upon not less than
twenty-four (24) hours advance notice from Tenant to Landlord, and Tenant, upon
presentation of a xxxx therefore, shall pay Landlord for such service on an
hourly basis at the then prevailing rates therefor, as established by Landlord.
If such service is not a continuation of that furnished during regular business
hours, Tenant shall pay for a minimum of three (3) hours of such service.
Subject to provisions set forth below, Landlord shall at all times furnish the
Premises with elevator service, reasonable amounts of electric current for
normal lighting by building standard overhead fluorescent and incandescent
fixtures and for fractional horsepower office machines and water for lavatory
and drinking purposes. Landlord may impose a reasonable charge for any utilities
or services, including, but not limited to, electric current, required to be
provided by Landlord by reason of any substantial recurrent use of the Premises
at any time other than the hours of 8:00 a.m. to 6:00 p.m. Monday through Friday
and 9:00 a.m. to 1:00 p.m. Saturday excluding legal holidays. Landlord shall
provide janitor service; provided, however that Tenant shall pay for any unusual
janitorial services required by reason of any non-building standard improvements
in the Premises, including, but not limited to, glass wall coverings and floor
coverings, installed by or for Tenant under the Work Letter or otherwise.
Landlord shall replace building standard overhead fixture lamps and bulbs as
required. Tenant shall pay for replacement of all other bulbs as required.
Landlord shall not be liable for any failure to furnish any of such services or
utilities when such failure is caused by accidents, strikes, lockouts, other
labor troubles, governmental action, shortages or other conditions beyond
Landlord's reasonable control, and Tenant shall not be entitled to any damages
nor shall any such failure relieve Tenant of the obligation to pay full rent
reserved herein or constitute or be construed as a constructive or other
eviction of Tenant. If at any time during the term, Tenant's consumption of
utilities exceeds the average consumed by other tenants of the Building, Tenant
will reimburse Landlord on demand for the cost of such excess use. In such
event, Landlord reserves the right to install at Tenant's cost separate meters
for utilities for the Premises.
5.2 Tenant will not, without the written consent of Landlord, use any
apparatus or device in the Premises, including, but not limited to, electronic
data processing machines, punch card machines and machines using current in
excess of 110 volts, which will in any way increase the amount of electricity or
water usually furnished or supplied for use of the Premises as general office
space; nor connect any apparatus, machine or device with water pipes or electric
current (except through existing electrical outlets in the Premises), for the
purpose of using electric current or water. If Tenant shall require electric
current in excess of that which Landlord is obligated to furnish under Paragraph
5.1 above, Tenant shall first obtain the consent of Landlord, which Landlord may
refuse, to the use thereof and Landlord may cause an electric current meter to
be installed in the Premises to measure the amount of electric current consumed
for any such other use. The cost of any such meter and of installation,
maintenance and repair thereof shall be paid for by Tenant and Tenant agrees to
pay Landlord promptly upon demand by Landlord for all such electric current
consumed for any such other use as shown by said meter, at the rates charged for
such services by the local public utility furnishing the same, plus any increase
in the Building electricity expense due to an increase in rates caused by
Tenant's increase of the Building's consumption or demand, plus any additional
expense incurred in keeping account of the electric current so consumed. If any
lights, machines or equipment (including, but not limited to, computers) are
used by Tenant in the Premises which materially affect the temperature otherwise
maintained by the air conditioning system, or generates substantially more heat
in the Premises than would be generated by the building standard lights and
usual fractional horsepower office equipment, Landlord shall have the right to
install any machinery and equipment which Landlord reasonably deems necessary to
restore temperature balance, including, but not limited to, modifications to the
standard air conditioning equipment, and the cost thereof, including the cost of
installation and any additional cost of operation and maintenance occasioned
thereby, shall be paid by Tenant to Landlord upon demand of Landlord.
ARTICLE 6. USE OF PREMISES
Tenant shall use and occupy the Premises only for general office purposes
and shall not use or occupy the Premises for any other purpose without the prior
written consent of Landlord, which consent may be withheld at the sole
discretion of Landlord. Tenant shall not use or occupy the Premises in violation
of any ordinance, statute, law or other legal requirement. Tenant, at its sole
cost and expense, shall comply with any direction of any governmental authority
having jurisdiction which shall impose any duty upon Tenant or Landlord with
respect to the Premises or the use or occupation thereof, by reason of the
nature of Tenant's use or occupancy of the Premises. Tenant shall not do or
permit to be done anything which will invalidate or increase the cost of any
fire and extended coverage insurance policy covering the Building or property
located therein. Tenant shall reimburse Landlord promptly upon demand for any
additional premium charged for such policy by reason of Tenant's failure to
comply with the provisions of this Article 6.
ARTICLE 7. ACCEPTANCE OF PREMISES
Tenant acknowledges that neither Landlord nor any agent of Landlord has
made any representation or warranty with respect to the Premises or the Building
or with respect to the suitability or fitness of either for the conduct of
Tenant's business or for any other purpose. The taking of possession or use of
the Premises by Tenant for any purpose other than construction shall
conclusively establish that the Premises and the Building were at such time in
satisfactory condition and in conformity with the provisions of this Lease in
all respects, except as to any items for which Landlord is expressly declared
herein to be responsible and as to which Tenant shall give Landlord written
notice in reasonable detail within twenty-five (25) days after Tenant takes such
possession or commences such use of the Premises or the term of this Lease
otherwise commences as provided in Article 1 above. Nothing contained in this
Article 7 shall affect the commencement of the term of this Lease or the
obligation of Tenant to pay rent hereunder as provided in Article 2 above.
Landlord shall promptly correct any actual defects of which it is notified as
provided above.
ARTICLE 8. ALTERATIONS AND EQUIPMENT
8.1 Tenant shall make no alterations, additions or improvements to the
Premises without the prior written consent of Landlord, and Landlord may impose
as a condition to such consent such requirements as Landlord in its sole
discretion may deem necessary or desirable, including, but not limited to,
requirements as to the manner in which, and the time or times at which, such
work shall be done, the right to approve the contractor selected by Tenant to
perform such work, and the right to require Tenant to furnish Landlord (prior to
commencing or performing any such work) with demolition and/or lien and
completion bonds in form and amount satisfactory to Landlord. All such
alterations, additions or improvements shall become the property of Landlord and
shall be surrendered with the Premises, as a part thereof, at the end of the
term hereof, except that Landlord may, by written notice to Tenant given at
least thirty (30) days prior to the end of term, require Tenant to remove all or
any portion of any partitions, counters, railings and other improvements
installed by Tenant, and to repair any damage to the Premises from such removal,
all at Tenant's sole expense.
8.2 All articles of personal property and all business and trade fixtures,
machinery and equipment, cabinet work, furniture and movable partitions owned by
Tenant or installed by Tenant at its expense in the Premises shall be and remain
the property of Tenant and may be removed by Tenant at any time during the lease
term when Tenant is not in default hereunder, provided that Tenant promptly
repairs at Tenant's expense any damage to the Premises or the Building caused by
such removal. On the expiration of the term of this Lease, or on any earlier
termination of this Lease, Tenant shall remove all such personal property and
other items in accordance with the provisions of Article 21 below.
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ARTICLE 9. LIENS
Tenant shall keep the Premises and the Building free from any mechanic's,
materialmen's, or other liens arising out of any work performed, materials
furnished or obligations incurred by Tenant, and agrees to defend, indemnify and
hold harmless Landlord from and against any such lien or claim or action
thereon, together with costs of suit and reasonable attorneys' fees incurred by
Landlord in connection with any such claim or actions.
ARTICLE 10. TAX ON TENANT'S PROPERTY
10.1 Tenant shall be liable for and shall pay not later than ten (10) days
before delinquency, all taxes levied against any personal property or trade
fixtures placed by Tenant in or about the Premises. If any such taxes on
Tenant's personal property or trade fixtures are levied against Landlord or
Landlord's property and if Landlord, after written notice to Tenant, pays the
same, which Landlord shall have the right to do regardless of the validity of
such levy, but only under proper protest if requested by Tenant, or if the
assessed value of Landlord's property is increased by the inclusion therein of a
value placed upon such personal property or trade fixtures of Tenant and if
Landlord, after written notice to Tenant, pays the taxes based upon such
increased assessment, which Landlord shall have the right to do regardless of
validity thereof, but only under proper protest if requested by Tenant. Tenant
shall upon demand, as the case may be, repay to Landlord the taxes so levied
against Landlord, or the proportion of such taxes resulting from such increase
in the assessment; provided that, in any such event Tenant shall have the right,
in the name of Landlord and with Landlord's full cooperation, but at no cost to
Landlord, to bring suit in any court of competent jurisdiction to recover the
amount of any such taxes so paid under protest, any amount so recovered to
belong to Tenant.
10.2 If the tenant improvements in the Premises, whether installed or paid
for by Landlord or Tenant and whether or not affixed to the real property so as
to become a part thereof, are assessed for real property tax purposes at a
valuation higher than the valuation at which tenant improvements conforming to
Landlord's building standard construction in other space in the Building are
assessed, then the real property taxes and assessments levied against Landlord
or Landlord's property by reason of such excess assessed valuation shall be
deemed to be taxes levied against Landlord or Landlord's property by reason of
such excess assessed valuation, shall be deemed to be taxes levied against
personal property of Tenant and shall be governed by the provisions of Section
10.1 above.
ARTICLE 11. MAINTENANCE AND REPAIR
11.1 Subject to the provisions of Section 11.2 below, Tenant shall keep in
good order, condition and repair the Premises and fixtures therein and, subject
to the provisions of Article 17 and Article 18 below, shall reimburse Landlord
for all repairs thereto or to the Building which are made necessary as a result
of any misuse or neglect by Tenant or any of its officers, agents, employees,
contractors, licensees, visitors, guests or invitees.
11.2 Subject to the provisions of Article 17 and Article 18 hereof,
Landlord shall repair and maintain the structural components of the Building and
public areas, and all components of the plumbing, air conditioning and
electrical systems serving the Premises that are concealed or used in common by
tenants of the Building. Landlord shall not be liable for any failure to make
any repairs or to perform any maintenance unless such failure shall persist for
a commercially unreasonable time after written notice of the need for such
repairs or maintenance is received by Landlord. Except as provided in Article 17
and Article 18 hereof, there shall be no abatement of rent and no liability of
Landlord by reason of any injury to or interference with Tenant's business
arising from the making of any repairs, alterations or improvements; provided,
however, that in making such repairs, alterations or improvements, Landlord
shall interfere as little as reasonably practicable with the conduct of Tenant's
business in the Premises. Tenant waives the benefit of any present or future law
which might give Tenant the right to repair the Premises at Landlord's expense
or to terminate the Lease because of the condition of the Premises or the
Building.
ARTICLE 12. ENTRY AND INSPECTION
Tenant will permit Landlord and its agents at all reasonable times during
normal business hours and at any time in case of emergency, in such manner as to
cause as little disturbance to Tenant as reasonably practicable, to enter into
and upon the Premises for the purpose of inspecting the same, or for the purpose
of protecting the interest therein of Landlord, and to take all required
materials and equipment into the Premises, and perform all required work
therein, including the erection of scaffolding, props, or other mechanical
devices, for the purpose of making alterations, repairs or additions to the
Premises or to any other portion of the Building in which the Premises are
situated as may be provided for by this Lease or as may be mutually agreed upon
the parties or as Landlord may be required to make by law or for maintaining any
service provided by Landlord to Tenant hereunder, including window cleaning and
janitor service, without any rebate of rent to Tenant for any loss of occupancy
or quiet enjoyment of the Premises, or damage, injury or inconvenience thereby
occasioned. Tenant shall also permit Landlord and its agents, upon request, to
enter or pass through the Premises or any part thereof, at reasonable times
during normal business hours to show the Premises to holders of encumbrances on
the interest of Landlord under the Lease, or prospective purchasers, mortgagees
or lessees of the Building as an entirety, and during the period of six (6)
months prior to the expiration date of this Lease, Landlord may exhibit the
Premises to prospective tenants. Landlord shall also have the right to enter on
or pass through the Premises, or any part thereof, at such times as such entry
shall be required by circumstances of emergency affecting the Premises or any
other portion of the Building in which the Premises are located. If, during the
last month of the term hereof, Tenant shall have removed substantially all of
the Tenant's property and personnel from the Premises, Landlord may enter the
Premises and repair, alter and redecorate the same, without abatement of rent
and without liability to Tenant, and such acts shall have no effect on this
Lease.
ARTICLE 13. HOLD HARMLESS AND NON-LIABILITY
Tenant agrees to hold harmless and indemnify Landlord and any and all
principals and affiliates of Landlord, including without limitation any
corporations or other entities controlling, controlled by or under common
control with Landlord, from and against any and all loss, cost, damage,
liability, claim or expense (including without limitation attorneys' fees and
costs) arising from or related to the use and occupancy of the Premises by
Tenant or by anyone claiming through Tenant; the conduct of Tenant's business;
any breach or default under this Lease; claims by any assignee, subtenant,
sublessee or other person, if Landlord declines to consent to any assignment,
sublease or other transfer or encumbrance or terminates this Lease pursuant to
the provisions hereof; and any other acts or omissions of Tenant or of anyone
claiming through or under Tenant. Tenant assumes the risk of all such matters
and waives all claims against Landlord and all principals and affiliates of
Landlord in connection therewith, except for matters caused solely by Landlord's
gross negligence or wilful misconduct. Throughout the term of this Lease, Tenant
shall maintain in effect public liability and property damage insurance with
limits of liability of not less than $1,000,000 combined single limit, showing
Landlord as an additional insured under each policy of insurance, and each such
policy of insurance shall provide that it may not be cancelled or modified
without 30 days' prior written notice to Landlord. Such insurance shall be with
companies and in a form reasonably acceptable to Landlord. Tenant shall provide
Landlord with each original policy or a certificate thereof and proof of
payment therefor prior to the commencement of the term of this Lease and at
least thirty (30) days prior to expiration of any such policy. Except as
expressly set forth above, Landlord shall have no liability to Tenant for any
damage to the Premises or for any loss, damage or injury to property of Tenant
therein or thereon occasioned by bursting, rupture, leakage or overflow of any
plumbing or other pipe (including but not limited to water, steam or refrigerant
lines), sprinklers, tanks, drains, drinking fountains or washstands or other
similar causes, whether in, above, upon or about the Premises or the Building in
which the Premises are located.
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ARTICLE 14. WAIVER OF SUBROGATION
Each policy of insurance which Tenant obtains for the Premises and which
Landlord obtains for the Building shall include a clause or endorsement denying
the insurer any right of subrogation against the other party hereto to the
extent rights have been waived by the insured party prior to the occurrence of
injury or loss. If this endorsement is unobtainable without additional premium
or charge, then the insured party shall immediately notify the other party and
the other party shall have the right to pay the additional premium or charge for
this endorsement. Landlord and Tenant each waive any rights of recovery against
the other for injury or loss due to hazards covered by its own insurance, to
the extent of the injury or loss covered thereby.
ARTICLE 15. ASSIGNMENT AND SUBLETTING
15.1 Tenant shall not, either voluntarily or by operation of law, assign,
sell, encumber, pledge or otherwise transfer all or any part of Tenant's
leasehold estate hereunder, or permit the Premises to be occupied by anyone
other than Tenant or Tenant's employees or sublet the Premises or any portion
thereof, without Landlord's prior written consent in each instance, which
consent shall not be unreasonably withheld. Consent by Landlord to one or more
assignments of this Lease or to one or more sublettings of the Premises shall
not constitute a consent to any future or other assignment or subletting to
exhaust Landlord's rights under this paragraph. The voluntary or other surrender
of this Lease by Tenant or a mutual cancellation hereof shall not work a merger,
and shall, at the option of Landlord, terminate all or any existing subleases or
subtenancies or shall operate as an assignment to Landlord of such subleases or
subtenancies. If Tenant is a corporation which, under the then current
guidelines published by the Commissioner of Corporations of the State of
California, is not deemed a public corporation, or is an unincorporated
association or partnership, the transfer, assignment or hypothecation of any
stock or interest in such corporation, association, or partnership in the
aggregate in excess of twenty-five percent (25%) shall be deemed an assignment
within the meaning and provisions of this Article 15. Tenant agrees to reimburse
Landlord for Landlord's reasonable costs and attorneys' fees incurred in
connection with the processing and documentation of any such requested
assignment, subletting, transfer, change of ownership or hypothecation of this
Lease or Tenant's interest in and to the Premises.
15.2 If Tenant desires at any time to assign this Lease or to sublet the
Premises or any portion thereof, it shall first notify Landlord of its desire to
do so and submit in writing to Landlord: (i) the name of the proposed subtenant
or assignee; (ii) the nature of the proposed subtenant's or assignee's business
to be carried on in the Premises; (iii) the terms and provisions of the proposed
sublease or assignment; and (iv) such reasonable financial information as
Landlord may request concerning the proposed subtenant or assignee.
See Rider Section 15.3
15.4 No subletting or assignment, even with the consent of Landlord, shall
relieve Tenant of its obligation to pay the rent and to perform all of the other
obligations to be performed by Tenant hereunder, and no such subletting or
assignment shall require Landlord to accept a subtenant or assignee of Tenant as
a tenant under this Lease in the event of a default by Tenant hereunder. The
acceptance by Landlord of any payment due hereunder from any other person shall
not be deemed to be a waiver by Landlord of any provision of this Lease or to be
a consent to any assignment or subletting.
ARTICLE 16. TRANSFER OF LANDLORD'S INTEREST
In the event of any transfer or transfers of Landlord's interest in the
Premises or in the real property of which the Premises are a part, other than a
transfer for security purposes only, the transferor shall be automatically
relieved of any and all obligations and liabilities on the part of Landlord
accruing from and after the date of such transfer, including without limitation,
the obligations of Landlord under Article 4 above to return the security deposit
as provided therein, provided such obligations and liabilities are assumed in
writing by the transferee.
ARTICLE 17. DAMAGE OR DESTRUCTION
17.1 If the Premises are damaged by any casualty, the damage shall be
repaired by and at the expense of Landlord, provided (a) such repairs are
permitted by applicable laws, ordinances and other legal requirements and (b)
such repairs can, in Landlord's opinion, be made within one (1) year after
notice to Landlord of the occurrence of such damage without the payment of
overtime or other premiums. If Landlord is required to make repairs, as set
forth above, then, except as set forth hereinbelow, until such repairs are
completed, the rent shall be abated in proportion to the part of the Premises
which is unusable by Tenant in the conduct of its business. There shall be no
abatement of rent by reason of any portion of the Premises being unusable for a
period equal to one day or less.
17.2 If such repairs cannot, in Landlord's opinion, be made within such
one (1) year period, Landlord may, at its option, make them within a reasonable
time and in such event this Lease shall continue in effect and the rent shall be
abated in the manner and to the extent provided above. Landlord's election to
make such repairs must be evidenced by written notice to Tenant within thirty
(30) days after notice to Landlord of the occurrence of the damage advising
Tenant whether or not Landlord will make such repairs and the estimated time for
completing the same. If Landlord does not so elect to make such repairs which
cannot be made within such one (1) year period, then either party may by
written notice to the other cancel this Lease as of the date of the occurrence
of such damage.
17.3 In case of any damage or destruction mentioned in this Article 17
which Landlord is required or undertakes to repair as provided herein, Tenant
may terminate this Lease by notice to Landlord any time prior to completion of
the required repairs if Landlord has not restored and rebuilt the Premises
(exclusive of any property of Tenant or improvements installed by Tenant located
therein) to substantially the same condition as existed immediately prior to
such damage or destruction within one (1) year after notice to Landlord of the
occurrence of such damage or destruction, or such longer period as Landlord has
estimated pursuant to Paragraph 17.2. plus such additional period thereafter as
shall equal the aggregate period Landlord may have been delayed in doing so by
acts of God, adjustment of insurance, labor trouble, governmental controls,
unavailability of materials, or any other cause beyond Landlord's reasonable
control.
17.4 No damages, compensation or claim shall be payable by Landlord for
inconvenience, loss of business or annoyance or otherwise arising from any
repair or restoration of any portion of the Premises or other portion of the
Building. Landlord shall use reasonable efforts to effect such repair or
restoration promptly and to avoid unreasonable interference with Tenant's use
and occupancy.
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17.5 Landlord shall not be required to carry insurance of any kind on
Tenant's property and shall not be obligated to repair any damage thereto or to
replace the same.
17.6 If the entire Building is destroyed by casualty, or any part of the
Building other than the Premises is damaged by casualty to the extent that
repairs cannot, in Landlord's opinion, be completed within one (1) year after
the date of such damage, Landlord, at its option, may cancel this Lease as of
the date of the occurrence of such destruction or damage by written notice to
Tenant.
ARTICLE 18. EMINENT DOMAIN
18.1 If the whole of the Premises, or so much thereof as to render the
balance unusable by Tenant, shall be taken under power of eminent domain, this
Lease shall automatically terminate as of the date of such condemnation, or as
of the date possession is taken by the condemning authority, whichever is later.
No award for any partial or entire taking shall be apportioned, and Tenant
hereby assigns to Landlord any award which may be made in such taking or
condemnation, together with any and all rights of Tenant now or hereafter
arising in or to the same or any part thereof, provided, however, that nothing
contained herein shall be deemed to give Landlord any interest in or to require
Tenant to assign to Landlord any award made to Tenant for the taking of personal
property and fixtures belonging to Tenant or for the interruption of or damage
to Tenant's business or for Tenant's unamortized cost of leasehold improvements.
18.2 In the event of a partial taking which does not result in a
termination of this Lease, rent shall be abated in proportion to the part of the
Premises so made unusable by Tenant.
18.3 No temporary taking of the Premises or of Tenant's rights therein or
under this Lease shall terminate this Lease or give Tenant any right to any
abatement of rent hereunder; any award made to Tenant by reason of any such
temporary taking shall belong entirely to Tenant and Landlord shall not be
entitled to share therein.
ARTICLE 20. DEFAULTS AND REMEDIES
20.1 The occurrence of any of the following shall constitute a material
default and breach of this Lease by Tenant:
(a) Any failure by Tenant to pay the rent or to make any other
payment required to be made by Tenant hereunder;
(b) The abandonment or vacation of the Premises by Tenant;
(c) Any failure by Tenant to observe and perform any other provision
of this Lease to be observed or performed by Tenant, where such failure
continues for thirty (30) days (except where a different period of time is
expressly specified in this Lease) after written notice by Landlord to
Tenant; provided, however, that any such notice shall be in lieu of, and
not in addition to, any notice required under Section 1161, et seq., of
the California Code of Civil Procedure; or
(d) The making by Tenant of any general assignment for the benefit
of creditors; the filing by or against Tenant of a petition to have Tenant
adjudged a bankrupt or of a petition or reorganization or arrangement
under any law relating to bankruptcy or insolvency (unless, in the case of
a petition filed against Tenant, the same is dismissed within sixty (60)
days); the appointment of a trustee or 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 within thirty (30) days.
20.2 In the event of any such default by Tenant, then, in addition to any
other remedies available to Landlord at law or in equity, Landlord shall have
the immediate option to terminate this Lease and all rights of Tenant hereunder
by giving Tenant written notice of such election to terminate.* In the event
that Landlord shall elect to so terminate this Lease, then Landlord may recover
from Tenant:
(a) The worth at the time of award of any unpaid rent which had
been earned at the time of such termination; plus
(b) 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 Tenant proves could have been
reasonably avoided; plus
(c) The worth at the time of award of the amount by which the unpaid
rent for the balance of the term after the time of award exceeds the
amount of such rental loss that Tenant proves could be reasonably avoided;
plus
(d) Any other amount necessary to compensate landlord for all the
detriment proximately caused by Tenant's failure to perform its
obligations under this Lease or which in the ordinary course of things
would be likely to result therefrom; and
(e) At Landlord's election, such other amounts in addition to or in
lieu of the foregoing as may be permitted from time to time by applicable
law.
The term "rent" as used herein shall be deemed to be and to mean the Basic
Rent, additional rent and all other sums required to be paid by Tenant pursuant
to the terms of this Lease.
As used in subparagraphs (a) and (b) above, the "worth at the time of
award" is computed by allowing interest at the rate of one percent (1%) per
month. As used in subparagraph (c) above, the "worth at the time of award" is
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%).
20.3 In the event of any such default by Tenant, Landlord shall also have
the right, with or without terminating this Lease, to re-enter the Premises and
remove all persons and property from the Premises; such property may be removed
and stored in a public warehouse or elsewhere at the cost of and for the account
of Tenant.
20.4 In the event of the vacation or abandonment of the Premises by Tenant
or in the event that Landlord shall elect to re-enter as provided above or shall
take possession of the Premises pursuant to legal proceeding or pursuant to any
notice provided by law, and Landlord does not elect to terminate this Lease as
provided in this Article 20, then Landlord may, from time to time, without
terminating this Lease, either recover all rent as it becomes due or relet the
Premises or any part thereof for such term or terms and at such rent and upon
such other terms and conditions as Landlord in its sole discretion may deem
advisable with the right to make alterations and repairs to the Premises;
provided that if Landlord elects to recover such rent as it becomes due without
terminating this Lease pursuant to this Xxxxxxxxx 00.0, Xxxxxxxx will not
unreasonably withhold its consent to a subletting or assignment by Tenant.
*If Tenant shall be served with a demand for payment of past due rent or any
other charges, any payments rendered thereafter to cure any default by Tenant
shall be made only by cashier's check.
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20.5 In the event that Landlord shall elect to so relet, then rent
received by Landlord from such reletting shall be applied as follows: first to
the payment of any indebtedness other than rent due hereunder from Tenant to
Landlord; second, to the payment of any cost of such reletting; third, to the
payment of the cost of any alterations and repairs to the Premises; fourth, to
the payment of rent due and unpaid hereunder; and the residue, if any, shall be
held by Landlord and applied in payment of future rent as the same may become
due and payable hereunder. Should that portion of such rent received from such
reletting, during any month to which it is applied by the payment of rent
hereunder, be less than the rent payable during that month by Tenant hereunder,
then Tenant shall pay such deficiency to Landlord immediately upon demand
therefor by Landlord. Such deficiency shall be calculated and paid monthly.
Tenant shall also pay to Landlord, as soon as ascertained, any costs and
expenses incurred by Landlord in such reletting or in making such alterations
and repairs not covered by the rent received from such reletting.
20.6 No re-entry or taking possession of the Premises by Landlord pursuant
to this Article 20 shall be construed as an election to terminate this Lease
unless a written notice of such intention is given to Tenant or unless the
termination thereof is decreed by a court of competent jurisdiction.
Notwithstanding any reletting without termination by Landlord because of any
default by Tenant, Landlord may at any time after such reletting elect to
terminate this Lease for any such default.
20.7 In the event of the material default of the Tenant hereunder,
Landlord shall have the right, at Landlord's option, to suspend or discontinue
the services specified in Article 5 above, or any thereof, during the
continuance of any such default and any such suspension or discontinuance shall
not be deemed or construed to be an eviction or ejection of Tenant.
ARTICLE 21. SURRENDER OF PREMISES; REMOVAL OF PROPERTY
21.1 The voluntary or other surrender of this Lease by Tenant to Landlord,
or a mutual termination thereof, shall not work a merger, and shall, at the
option of Landlord, operate as an assignment to it of any or all subleases or
subtenancies affecting the Premises.
21.2 Upon the expiration of the term of this Lease, or upon any earlier
termination of this Lease, Tenant shall quit and surrender possession of the
Premises to Landlord in as good order and condition as the same are now or
hereafter may be improved by Landlord or Tenant, reasonable wear and tear and
repairs which are Landlord's obligation excepted, and shall, without expense to
Landlord, remove or cause to be removed from the Premises all debris and
rubbish, furniture, equipment, business and trade fixtures, free-standing
cabinet work, movable partitioning and other articles of personal property owned
by Tenant or installed or replaced by Tenant at its expense in the Premises
(exclusive of any items described in Paragraph 21.4 below), and all similar
articles of any other persons claiming under Tenant, unless Landlord exercises
its option to have any subleases or subtenancies assigned to it, and Tenant
shall repair all damages to the Premises resulting from such removal.
21.3 Whenever Landlord shall re-enter the Premises as provided in Article
20 hereof, or as otherwise provided in this Lease, any property of Tenant not
removed by Tenant upon the expiration of the term of this Lease (or within
forty-eight (48) hours after a termination by reason of Tenant's default), as
provided in this Lease, shall be considered abandoned and Landlord may remove
any or all of such items and dispose of the same in any manner or store the same
in a public warehouse or elsewhere for the account and at the expense and risk
of Tenant, and if Tenant shall fail to pay the cost of storing any such property
after it has been stored for a period of ninety (90) days or more, Landlord may
sell any or all of such property at public or private sale, in such manner and
at such times and places as Landlord, in its sole discretion, may deem proper,
without notice to or demand upon Tenant, for payment of all or any part of such
charges or the removal of any such property, and shall apply the proceeds of
such sale: first, to the cost and expenses of such sale, including reasonable
attorneys' fees actual incurred; second, to the payment of the cost of, or
charges for, storing any such property; third, to the payment of any other sums
of money which may then or thereafter be due to Landlord from Tenant under any
of the terms hereof; and fourth, the balance, if any, to Tenant.
21.4 All fixtures, equipment, alterations, additions, improvements or
appurtenances attached to or built into the Premises prior to or during the term
of this Lease, whether by Landlord at its expense or at the expense of Tenant or
both, shall be and remain part of the Premises and shall not be removed by
Tenant at the end of the term unless otherwise expressly provided for in this
Lease or unless such removal is required by Landlord pursuant to the provisions
of Article 8 above. Such fixtures, equipment, alterations, additions,
improvements or appurtenances shall include, but not be limited to: all floor
coverings, drapes, paneling, molding, doors, vaults (exclusive of vault doors),
plumbing systems, electrical systems, lighting systems, silencing equipment,
communication systems, fixtures and outlets for the systems mentioned above and
for telephone, radio, telegraph and television purposes, and any special
flooring or ceiling installations.
ARTICLE 22. WAIVER OF DAMAGES FOR RE-ENTRY
Tenant hereby waives all claims for damages that may be caused by
Landlord's re-entering and taking possession of the Premises or removing and
storing the property of Tenant as herein provided, and Tenant shall hold
Landlord harmless thereby, and no such re-entry shall be considered to be a
forcible entry.
ARTICLE 23. COSTS OF SUIT
23.1 If Tenant or Landlord shall bring any action for any relief against
the other, declaratory or otherwise, arising out of or under this Lease,
including any suit by Landlord for the recovery of rent or possession of the
Premises, the prevailing party shall be entitled to a reasonable sum for
attorneys' fees in such suit and such attorneys' fees shall be deemed to have
accrued on the commencement of such action and shall be paid whether or not such
action is prosecuted to judgment.
23.2 Should Landlord, without fault on Landlord's part, be made a party
to any litigation instituted by Tenant, or by any third party against Tenant, or
by or against any person holding under or using the Premises by license of
Tenant, or for the foreclosure of any lien for labor or material furnished to or
for Tenant, or by any such other person or otherwise arising out of or resulting
from any act or transaction of Tenant or of any such other person, Tenant
covenants to save and hold Landlord harmless from any liability, loss, cost,
damage, expense or judgment rendered against Landlord or the Premises or any
part thereof, and all costs and expenses, including reasonable attorneys' fees,
incurred by Landlord in or in connection with such litigation.
ARTICLE 24. WAIVER
The waiver by Landlord or Tenant of any breach of any term, covenant or
condition herein contained shall not be deemed to be a waiver of such term,
covenant or condition as to 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
of Tenant of any term, covenant or condition of this Lease, other than the
failure of Tenant to pay the particular rental so accepted, regardless of
Landlord's knowledge of such preceding breach at the time of acceptance of such
rent.
ARTICLE 25. HOLDING OVER
If Tenant holds over after the term hereof, with the express consent of
Landlord, such tenancy shall be from month-to-month only, and not a renewal
hereof or any extension for any further term, and in such case rent shall be
payable at the rate of one hundred twenty-five percent (125%) of the rent due
for the last month of the term of this Lease and such month-to-month tenancy
shall be subject to every other term, covenant and agreement contained herein.
Nothing contained in this Article 25 shall be construed as consent by Landlord
to any holding over by Tenant and Landlord expressly reserves the right to
require Tenant to surrender possession of the Premises to Landlord as provided
in Article 21 above forthwith upon the expiration of the term of this Lease or
other termination of this Lease.
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ARTICLE 26. SUBORDINATION; PROTECTION OF LENDERS
26.1 Landlord shall have the right to subordinate this Lease to any ground
lease, deed of trust or mortgage encumbering the Premises or the Project (or any
portion thereof), any advances made on the security thereof and any renewals,
modifications, consolidations, replacements or extensions thereof, whenever made
or recorded. However, Tenant's right to quiet possession of the Premises during
the Lease term shall not be disturbed if Tenant pays the rent and performs all
of Tenant's obligations under this Lease and is not otherwise in default. If any
ground lessor, beneficiary or mortgagee elects to have this Lease prior to the
lien of its ground lease, deed of trust or mortgage and gives written notice
thereof to Tenant, this Lease shall be deemed prior to such ground lease, deed
of trust or mortgage whether this Lease is dated prior or subsequent to the date
of said ground lease, deed of trust or mortgage or the date of recording
thereof.
26.2 If Landlord's interest in the Premises is acquired by any ground
lessor, beneficiary under a deed of trust, mortgagee, or purchaser at a
foreclosure sale, Tenant shall attorn to the transferee of or successor to
Landlord's interest in the Premises and recognize such transferee or successor
as Landlord under this Lease. Tenant waives the protection of any statute or
rule of law which gives or purports to give Tenant any right to terminate this
Lease or surrender possession of the Premises upon the transfer of Landlord's
interest.
26.3 Tenant shall sign and deliver any instrument or documents necessary
or appropriate to evidence any such attornment or subordination or agreement to
do so, on a form satisfactory to Landlord or Landlord's lender. If Tenant fails
to do so within ten (10) days after written request, Tenant hereby makes,
constitutes and irrevocably appoints Landlord, or any transferee or successor of
Landlord, as the attorney-in-fact of Tenant to execute and deliver any such
instrument of document.
ARTICLE 27. RULES AND REGULATIONS
The Rules and Regulations attached hereto as Exhibit "B" are hereby
incorporated herein by this reference and made a part hereof. Tenant agrees to
abide by and comply with said Rules and Regulations and any reasonable and
non-discriminatory amendments, modifications or additions thereto as may
hereafter be adopted and published by written notice to Tenant by Landlord.
Landlord shall not be liable to Tenant for any violation of such Rules and
Regulations by any other tenant or person. Tenant shall be responsible for all
acts of its employees and a violation of the Rules and Regulations (including
those dealing with security) by any of Tenant's employees shall constitute a
material breach of this Lease by Tenant.
ARTICLE 28. DEFINED TERMS
The word "Landlord" and "Tenant" as used herein, shall include the plural
as well as the singular. Words used in neuter gender include the masculine and
feminine and words in the masculine or feminine gender include the neuter. If
there be more than one Tenant, the obligation hereunder imposed upon Tenant
shall be joint and several. The headings or 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 thereof.
ARTICLE 29. HEIRS AND ASSIGNS
Subject to the provisions of Article 15 hereof relating to assignment and
subletting, this Lease is intended to and does bind the heirs, executors,
administrators, personal representatives, successors and assigns of any and all
of the parties hereto.
ARTICLE 30. TIME OF ESSENCE
Time is of the essence in this Lease.
ARTICLE 31. ENTIRE AGREEMENT
This instrument along with any exhibits and attachments or other documents
affixed hereto or referred to herein constitutes the entire and exclusive
agreement between Landlord and Tenant relative to the Premises herein described,
and this agreement and said exhibits and attachments and other documents may be
altered, amended or revoked only by an instrument in writing signed by both
Landlord and Tenant. Landlord and Tenant hereby agree that all prior or
contemporaneous oral agreements, understandings, or practices relative to the
leasing of the Premises are merged in and revoked by this agreement.
ARTICLE 32. WORK LETTER
If an Exhibit "C", Work Letter, is attached to this Lease and is initialed
by both parties, then the Premises shall be finished in accordance with the Work
Letter.
ARTICLE 33. RIGHT OF LANDLORD TO PERFORM
All covenants and agreements to be performed by Tenant under any of the
terms of this Lease shall be performed by Tenant at Tenant's sole cost and
expense and without any abatement of rent. If Tenant shall fail to pay any sum
of money, other than rent, 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 beyond any applicable grace period set forth in Article 20,
Landlord may, but shall not be obligated so to do, and without waiving or
releasing Tenant from any obligations of Tenant, make any such payment or
perform any such other act on Tenant's part to be made or performed as in this
Lease provided. All sums so paid by Landlord and all necessary incidental costs,
together with interest thereon at the rate hereinafter provided, from the date
of such payment by Landlord, shall be payable to Landlord on demand and Tenant
covenants to pay any such sums, and Landlord shall have (in addition to any
other right or remedy of Landlord) the same rights and remedies in the event of
nonpayment thereof by Tenant as in the case of default by Tenant in the payment
of the rent.
ARTICLE 34. INTEREST ON TENANT'S OBLIGATIONS
Any amount due from Tenant to Landlord which is not paid when due shall
bear interest at the rate of twelve percent (12%) per year until paid, but the
payment of such interest shall not excuse or cure the default.
ARTICLE 35. NOTICE
All notices which Landlord or Tenant may be required, or may desire, to
serve on the other may be served, as an alternative to personal service, by
mailing the same by registered or certified mail, postage prepaid, addressed as
set forth in Item 14 of the Basic Lease Provisions, or, from and after the
Commencement Date, to the Tenant at the Premises whether or not Tenant has
departed from, abandoned or vacated the Premises, or addressed to such other
address or addresses as either Landlord or Tenant may from time to time
designate to the other in writing.
ARTICLE 36. QUIET ENJOYMENT
Landlord covenants and agrees that Tenant, upon paying the Basic Rent,
additional rent and all other charges herein provided for and observing and
keeping the covenants, agreements and conditions of this Lease on its part to be
kept, shall lawfully and quietly hold, occupy and enjoy the Premises during the
term of this Lease without hindrance or molestation of anyone lawfully claiming
by, through or under Landlord, subject, however, to the matters herein set
forth.
Landlord's Initials /s/ [Illegible] Tenant's Initials /s/ [Illegible]
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ARTICLE 37. ESTOPPEL CERTIFICATES
37.1 Tenant agrees at any time and from time to time upon not less than
ten (10) days' prior notice by Landlord to execute, acknowledge and deliver to
Landlord a statement in form and substance of Exhibit "D" attached hereto
certifying that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect as
modified and stating the modifications), and the dates to which the Basic Rent,
additional rent and other charges have been paid in advance, if any, and stating
whether or not to the best knowledge of the signer of such certificate, Landlord
is in default in performance of any covenant, agreement or condition contained
in this Lease and, if so, specifying each such default of which the signer may
have knowledge, it being intended that any such statement delivered pursuant to
this Paragraph 37.1 may be relied upon by any prospective purchaser of the
Building any mortgagee thereof or any assignee of any mortgage upon the
Building.
37.2 Landlord agrees at any time and from time to time upon not less than
ten (10) days' prior notice by Tenant to execute, acknowledge and deliver to
Tenant a statement in writing certifying that this Lease is unmodified and in
full force and effect (or if there shall have been modifications that the same
is in full force and effect as modified as stating the modifications) and the
dates to which the Basic Rent, additional rent and other charges have been paid
in advance, if any, and stating whether or not to the best knowledge of the
signer of such certificate Tenant is in default in the performance of any
covenant, agreement or condition contained in this Lease and, if so, specifying
each such default of which the signer may have knowledge, it being intended that
any such statement delivered pursuant to this Paragraph 37.2 may be relied upon
by any prospective assignee of the Tenant's interest in this Lease.
ARTICLE 38. ACCESS, CHANGES IN BUILDING FACILITIES, NAME
All except the inside surface of all walls, windows and doors bounding the
Premises (including exterior building walls, core corridor walls and doors and
any core corridor entrance), and any space in or adjacent to the Premises used
for shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other
utilities, sinks or other building facilities, and the use therof, as well as
access thereto through the Premises for the purposes of operation, maintenance,
decoration and repair, are reserved to Landlord.
ARTICLE 39. NON-DISCRIMINATION
Tenant herein covenants by and for himself, his heirs, executors,
administrators, personal representatives, successors and assigns, and all
persons claiming under or through him, and this Lease is made and accepted upon
and subject to the following conditions: that there shall be no discrimination
against or segregation of any person or group of persons, on account of race,
color, creed, sex, national origin, or ancestry, in the leasing, sub-leasing,
transferring, use, occupancy, tenure or enjoyment of the Premises herein leased
nor shall Tenant, or any person claiming under or through Tenant, establish or
permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees or vendees of the Premises.
ARTICLE 40. BROKERS
The parties recognize as the broker(s) who procured this Lease the firm(s)
specified in Item 10 of the Basic Lease Provisions, and agree that Landlord
shall be solely responsible for the payment of brokerage commissions to the
specified Landlord's Broker, if any. If a Tenant's Broker is named in Item 11 of
the Basic Lease, Landlord's Broker shall pay an appropriate portion of its
commission to Tenant's Broker if so provided in any agreement between Landlord's
Broker and Tenant's Broker. Nothing contained in this Lease shall impose any
obligation on Landlord to pay commission or fee to any party other than
Landlord's Broker. If Tenant has dealt with any other person or real estate
broker with respect to leasing or renting space in the Premises, Tenant shall be
solely responsible for the payment of any fee due to said person or firm and
Tenant shall indemnify Landlord against any liability, loss, cost, damage or
expense (including attorneys' fees and costs) with respect thereto.
ARTICLE 41. APPLICABLE LAW
This Lease, and the rights and obligations of the parties hereto, shall be
construed and enforced in accordance with the laws of the State of California.
ARTICLE 42. COMMON AREAS
42.1 As used in this Lease, "Common Areas" shall mean all areas within the
Project which are available for the common use of tenants of the Project and
which are not leased or held for the exclusive use of Tenant or other tenants,
including, but not limited to, parking areas, driveways, sidewalks, loading
areas, access roads, corridors, landscaping and planted areas. Landlord may from
time to time change the size, location, nature and use of any of the Common
Areas, including converting Common Areas into leasable areas, constructing
additional parking facilities (including parking structures) in the Common
Areas, and increasing or decreasing Common Area land and/or facilities. Tenant
acknowledges that such activities may result in occasional inconvenience to
Tenant from time to time. Such activities and changes shall be expressly
permitted if they do not materially affect Tenant's use of the Property.
42.2 Tenant shall have the non-exclusive right (in common with other
tenants and all others to whom Landlord has granted or may grant such rights) to
use the Common Areas for the purposes intended, subject to such reasonable rules
and regulations as Landlord may establish from time to time. Tenant shall abide
by such rules and regulations and shall use its best efforts to cause others who
use the Common Areas with Tenant's expressed or implied permission to abide by
Landlord's rules and regulations. At any time, Landlord may close any Common
Areas to perform any acts in and to the Common Areas as, in Landlord's judgment,
may be desirable to improve the Project. Tenant shall not, at any time,
interfere with the rights of Landlord, other tenants, or any other person
entitled to use the Common Areas.
42.3 Landlord shall maintain the Common Areas in good order, condition and
repair and shall operate the Project, in Landlord's sole discretion, as a first
class commercial real property development. All costs incurred by Landlord for
the operation and maintenance of the Common Areas in the Project shall be
allocated by Landlord, in its discretion, among the buildings within the
Project. The Common Area costs allocated to the Building shall be included in
the Total Operating Expenses, pursuant to Paragraph 3.9(m). Common Area costs
include, but are not limited to, costs and expenses for the following: gardening
and landscaping; utilities, water and sewage charges; maintenance of signs
(other than Tenants' signs), premiums for liability, property damage, fire and
other types of casualty insurance on the Common Areas and worker's compensation
insurance; all real property taxes and assessments levied on or attributable to
the Common Areas and all Common Area improvements; all personal property taxes
levied on or attributable to personal property used in connection with the
Common Areas; straight-line appreciation on personal property owned by Landlord
which is consumed in the operation or maintenance of the Common Areas; rental or
lease payments paid by Landlord for rented or leased personal property used in
the operation or maintenance of the Common Areas; fees for required licenses and
permits; repairing, resurfacing, repaving, maintenance, painting, lighting,
cleaning, refuse removal, security and similar items; reserves for roof
replacement and exterior painting and other appropriate reserves; and reasonable
allowance to Landlord for Landlord's supervision of the Common Areas (not to
exceed five percent (5%) of the total of all other Common Area costs for the
year). Landlord may cause any or all of such services to be provided by third
parties. Common Area costs shall not include depreciation of real property which
forms part of the Common Area.
Landlord's Initials /s/ [Illegible] Tenant's Initials /s/ [Illegible]
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ARTICLE 43. EXAMINATION OF LEASE
Submission of this instrument for examination or signature by Tenant does
not constitute a reservation of or option for Lease, and is not effective as a
Lease or otherwise until execution by and delivery to both Landlord and Tenant.
ARTICLE 44. 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 Landlord.
ARTICLE 45. 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.
ARTICLE 46. COVENANTS, CONDITIONS AND RESTRICTIONS
The Project and the Premises are subject to certain matters, covenants,
conditions, restrictions, easements, rights of way and development agreements.
Tenant agrees to be bound by all matters affecting the Premises or the Project
or any portion thereof, whether apparent or of record, including without
limitation the foregoing covenants, conditions and restrictions, together with
any amendments thereto.
ARTICLE 47. INVALIDITY
The parties hereto agree that the terms and provisions of this Lease
express the intent of their agreement as fully as possible; however, the
invalidity or unenforceability of any term of provision hereof (except for
Tenant's obligations to pay Basic Rent under Item 5 of the Basic Lease
Provisions hereof) shall not affect or impair any other term or provision
hereof.
ARTICLE 48. CUMULATIVE RIGHTS
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 be provided by law or equity,
whether or not stated in this Lease.
ARTICLE 49. ACCORD AND SATISFACTION, RECEIPT OF MONEY
No payment by Tenant or receipt by Landlord of a lesser amount than the
rent herein stipulated shall be deemed to be other than on account of the
earliest Basic Rent and/or additional rent due and not yet paid, nor shall any
endorsement or statement on any check or any letter accompanying any check or
payment as rent be deemed an accord and satisfaction, and Landlord may accept
such check or payment without prejudice to Landlord's right to recover the
balance of such rent or pursue any other remedy in this Lease. No receipt of any
money by Landlord from Tenant after the termination of this Lease, after the
service of any notice, after the commencement of any suit, or after final
judgment for possession of the Premises, shall reinstate, continue or extend the
term of this Lease or affect any such notice, demand, suit or judgment.
ARTICLE 50. NO MEMORANDUM
Tenant shall not record this Lease or any memorandum or short form
thereof.
ARTICLE 51. LATE CHARGE
Tenant acknowledges that late payment of rent due hereunder (including
without limitation Basic Rent and additional rent) will cause Landlord to incur
costs not contemplated by this Lease, the exact amount of which are extremely
difficult to ascertain. These costs include, but are not limited to, processing
and accounting charges, and late charges which may be imposed on Landlord by
others. Accordingly, if any installment of Basic Rent or additional rent or any
other amounts due from Tenant is not received by Landlord or Landlord's designee
within ten (10) days after the amount is due, Tenant shall pay to Landlord a
late charge equal to six percent (6%) of the overdue amount. Acceptance of late
charges by Landlord shall not constitute a waiver of Tenant's default with
respect to the overdue amount, nor prevent Landlord from exercising any of the
other rights and remedies granted hereunder or at law or in equity.
ARTICLE 52. FORCE MAJEURE
If Landlord or Tenant cannot perform any of its obligations due to events
beyond its control, except with respect to the obligations imposed with regards
to Rent and other charges to be paid by Tenant pursuant to this Lease, the time
provided for performing such obligations shall be extended by a period of time
equal to the duration of such events. Events beyond its control include, but are
not limited to, acts of God, war, civil commotion, labor disputes, strikes,
fire, flood or other casualty, shortages of labor or material, government
regulation or restriction and weather conditions.
ARTICLE 53. PARKING
53.1 Tenant shall be entitled, subject to the Rules and Regulations from
time to time in effect, to use the vehicle parking spaces in the Project
allocated to Tenant in Paragraph 13 of the Basic Lease Provisions without paying
any additional rent. Tenant's parking shall not be reserved and shall be limited
to vehicles no larger than standard size automobiles or pickup utility vehicles.
Tenant shall not cause large trucks or other large vehicles to be parked within
the Project or on the adjacent public streets. Temporary parking of large
delivery vehicles in the Project may be permitted by the Rules and Regulations
established by Landlord. Vehicles shall be parked only in striped parking spaces
and not in driveways, loading areas or other locations not specifically designed
for parking. If Tenant parks more vehicles in the parking area than the number
set forth in Paragraph 13 of the Basic Lease Provision such conduct shall be a
material breach of the Lease. In addition to Landlord's other remedies under the
Lease, Tenant shall pay a reasonable daily charge for each such additional
vehicle.
53.2 Notwithstanding Paragraph 53.1, Landlord reserves the right, at its
election at any time, to implement procedures regarding the parking facilities
in the Project that Landlord deems to be in the best interest of the tenants in
the Project, including without limitation, procedures regarding implementation
of parking stickers or other identification devices, reserved parking spaces and
other matters. If Landlord implements any such procedures, all costs in
connection therewith shall be included in the Total Operating Expenses defined
in Paragraph 3.9.
Landlord's Initials /s/ [Illegible] Tenant's Initials /s/ [Illegible]
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RIDER TO OFFICE LEASE DATED NOVEMBER 20, 1996 BY AND BETWEEN RR&C DEVELOPMENT
COMPANY, A CALIFORNIA GENERAL PARTNERSHIP & PATRICIAN ASSOCIATES, INC., A
CALIFORNIA CORPORATION (LANDLORD) AND INTERNATIONAL INTEGRATION INCORPORATED A
MASSACHUSETTS CORPORATION (TENANT)
ADDITIONAL TERMS, PROVISIONS AND REVISIONS:
3.13 AUDITS OF TOTAL OPERATING EXPENSES STATEMENTS. Any objection
to a Total Operating Expenses statement, or to any information reported therein,
shall be deemed waived if not raised by written notice to Landlord within ninety
(90) days following delivery of such Total Operating Expenses statement.
Following the giving of such notice, Tenant shall have the right, provided that
Tenant is not in default under this Lease, during Landlord's regular business
hours and on reasonable prior notice, to inspect, at the location of Landlord's
accounting records, at Tenant's sole cost, Landlord's material accounting
records with respect to Total Operating Expenses for the year to which such
Total Operating Expenses statement relates. The inspection of Landlord's
accounting records may be conducted by an employee of Tenant, or a recognized
national or regional independent, certified, public accounting firm (the "CPA").
The inspection of Landlord's accounting records must be completed not later than
thirty (30) days after such accounting records are first made available to
Tenant. If, after such inspection of Landlord's accounting records, Tenant
disputes the amount of Total Operating Expenses for the year under inspection,
Landlord and Tenant shall meet and attempt in good faith to resolve the dispute.
If the parties are unable to resolve the dispute within sixty (60) days after
completion of Tenant's inspection, Tenant shall have the right to request an
independent audit of Landlord's material accounting records with respect to
Total Operating Expenses for such year, which right shall be exercised, if at
all, by delivering a request for such audit to Landlord not later than the last
day of said sixty (60) day period. Such audit shall be conducted by a nationally
or regionally recognized independent certified public accounting firm selected
by Landlord, subject to Tenant's reasonable approval. The independent audit
shall be limited to determination of the appropriate amount of Total Operating
Expenses, as relevant to the subject of the dispute, for the year under review.
The results of the audit shall be delivered simultaneously to Landlord and
Tenant. The results of such audit shall be final and binding upon Landlord and
Tenant, and if the independent audit concludes that the amount of Total
Operating Expenses billed to Tenant was incorrect, the appropriate party shall
pay to the other party the deficiency or overpayment, as applicable, within
thirty (30) days following delivery of the auditor's report, without interest.
All costs and expenses of the independent audit shall be paid by Tenant unless
the final determination of such audit is that Landlord overstated Total
Operating Expenses for the applicable calendar year by more than three percent
(3%) of the originally reported Total Operating Expenses, in which case Landlord
shall pay all costs
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RIDER TO OFFICE LEASE DATED NOVEMBER 20, 1996 BY AND BETWEEN RR&C DEVELOPMENT
COMPANY, A CALIFORNIA GENERAL PARTNERSHIP & PATRICIAN ASSOCIATES, INC., A
CALIFORNIA CORPORATION (LANDLORD) AND INTERNATIONAL INTEGRATION INCORPORATED A
MASSACHUSETTS CORPORATION (TENANT)
ADDITIONAL TERMS, PROVISIONS AND REVISIONS:
and expenses of the independent audit (but not of Tenant's initial inspection of
Landlord's books and records). Tenant shall keep any information gained from its
inspection of Landlord's books and records confidential and shall not disclose
it to any other party, except as required by law. If requested by Landlord,
Tenant shall require its employees or agents inspecting Landlord's books and
records to sign a confidentiality agreement (the "Confidentiality Agreement")
prior to making Landlord's books and records available to them. Tenant's
exercise of its audit rights shall not relieve Tenant of its obligation to pay
disputed amounts. The payment by Tenant of Tenant's proportionate share of Total
Operating Expenses, or any amount on account thereof, shall not preclude Tenant
from exercising its rights under this Section 3.13, but if Tenant fails to
timely exercise its audit rights in accordance with this Section, such failure
shall be conclusively deemed to constitute Tenant's approval of Landlord's Total
Operating Expenses statement for the year in question. Landlord shall maintain
its accounting records with respect to Total Operating Expenses during the
review period for each year and during the pendency of any audit.
Article 5: BASIC RENT
The monthly Basic Rent shall be paid in accordance with the
following schedule:
MONTHS MONTHLY BASE RENT
1-3 THREE THOUSAND NINE HUNDRED TWENTY FOUR AND
28/100 DOLLARS ($3,924.28) ($.68 p.s.f.)
4-15 TEN THOUSAND NINETY NINE DOLLARS AND 25/100
($10,099.25) ($1.75 p.s.f.)
16-27 TEN THOUSAND THREE HUNDRED EIGHTY SEVEN AND
80/100 DOLLARS ($10,387.80) ($1.80 p.s.f.)
28-39 TEN THOUSAND SIX HUNDRED SEVENTY SIX AND
35/100 DOLLARS ($10,676.35) ($1.85 p.s.f.)
40-51 TEN THOUSAND NINE HUNDRED SIXTY FOUR AND
90/100 DOLLARS ($10,964.90) ($1.90 p.s.f.)
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RIDER TO OFFICE LEASE DATED NOVEMBER 20, 1996 BY AND BETWEEN RR&C DEVELOPMENT
COMPANY, A CALIFORNIA GENERAL PARTNERSHIP & PATRICIAN ASSOCIATES, INC., A
CALIFORNIA CORPORATION (LANDLORD) AND INTERNATIONAL INTEGRATION INCORPORATED A
MASSACHUSETTS CORPORATION (TENANT)
ADDITIONAL TERMS, PROVISIONS AND REVISIONS:
52-63 ELEVEN THOUSAND TWO HUNDRED FIFTY THREE AND
45/100 DOLLARS ($11,253.45) ($1.95 p.s.f.)
15.3 If Landlord consents, the following provision shall apply:
(a) Tenant shall pay to Landlord as additional rent, (the
"Landlord's Share") (as that term as defined below) of the ("Profit") (as that
term as defined below) on such transaction as and when received by Tenant,
unless Landlord gives written notice to Tenant and the assignee or subtenant
that Landlord's Share shall be paid by the assignee or subtenant to Landlord
directly. The "Profit" means (i) all amounts paid to Tenant for such assignment
or sublease, including "key" money, monthly rent in excess of the monthly rent
payable under this Lease and all fees and other consideration paid for the
assignment or sublease, including fees under collateral agreements, less (ii)
costs and expenses directly incurred by Tenant in connection with the execution
and performance of such assignment or sublease for real estate brokers
commissions and costs and renovation or construction of tenant improvements
required under such assignment or sublease. Tenant is entitled to recover such
costs and expenses before Tenant is obligated to pay Landlord's Share to
Landlord. The Profit in case of a sublease of less than all of the Premises is
the rent allocable to the subleased space as a percentage on a square footage
basis.
(b) Tenant shall provide Landlord with a written statement
certifying all amounts to be paid from any assignment or sublease of the
Premises within thirty (30) days after the transaction documentation is signed,
and Landlord may inspect Tenant's books and records to verify the accuracy of
such statement. On written request, Tenant shall promptly furnish to Landlord
copies of all of the transaction documentation, all of which shall be certified
by Tenant to be complete, true and correct. Landlord's receipt of Landlord's
Share shall not be a consent to any further assignment or subletting. The breach
of Tenant's obligations under this Section 15.3 shall be a material default of
the Lease.
(c) As used herein, "Landlord's Share" shall be FIFTY PERCENT
(50%).
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RIDER TO OFFICE LEASE DATED NOVEMBER 20, 1996 BY AND BETWEEN RR&C DEVELOPMENT
COMPANY, A CALIFORNIA GENERAL PARTNERSHIP & PATRICIAN ASSOCIATES, INC., A
CALIFORNIA CORPORATION (LANDLORD) AND INTERNATIONAL INTEGRATION INCORPORATED A
MASSACHUSETTS CORPORATION (TENANT)
ADDITIONAL TERMS, PROVISIONS AND REVISIONS:
Article 54. HAZARDOUS MATERIALS:
54.1 NO HAZARDOUS MATERIALS.
Except general office supplies typically used in an office
area in the ordinary course of business, such as copier toner, liquid
paper, glue, ink, and cleaning solvents, for use in the manner for which
they were designed, in such amounts as may be normal for the office
business operations conducted by Tenant on the Property, neither Tenant
nor its agents, employees, contractors, licensees, sublessees, assignees,
concessionaires or invitees shall use, handle, store or dispose of any
Hazardous Materials in, on, under or about the Premises or the Building.
If Tenant breaches the foregoing restriction, Tenant shall be solely
responsible for and shall indemnify, defend and hold Landlord harmless
from and against any and all claims, judgments, damages, penalties,
fines, costs, liabilities and losses (including, without limitation,
diminution in valuation of the Premises or Building, and sums paid in
settlement of claims and for attorneys' fees, consultant fees and expert
fees) which arise during or after the term of the Lease as a result of
any contamination directly or indirectly arising from the activities
which are the basis for such breach. This indemnification of Landlord by
Tenant includes, without limitation, costs incurred in connection with
any investigation of site conditions or any clean-up, remedial, removal
or restoration work and shall survive the expiration or earlier
termination of the Lease. Tenant shall promptly take all actions, at its
sole cost and expense, as are necessary to return the premises and/or
building to the condition existing prior to the introduction of any such
Hazardous Material, provided Landlord's approval of such actions shall
first be obtained and Tenant shall fully cooperate in connection with any
such clean-up, restoration or other work, at Tenant's sole cost and
expense. Furthermore, Tenant shall immediately notify Landlord of any
inquiry, test, investigation or enforcement proceeding by or against
Tenant or the Property concerning the presence of any Hazardous Material.
Tenant acknowledges that Landlord, at Landlord's election, shall have the
sole right, at Tenant's expense, to negotiate, defend, approve and appeal
any action taken or order issued by any governmental authority with
regard to any Hazardous Material contamination which Tenant is obligated
hereunder to remediate.
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RIDER TO OFFICE LEASE DATED NOVEMBER 20, 1996 BY AND BETWEEN RR&C DEVELOPMENT
COMPANY, A CALIFORNIA GENERAL PARTNERSHIP & PATRICIAN ASSOCIATES, INC., A
CALIFORNIA CORPORATION (LANDLORD) AND INTERNATIONAL INTEGRATION INCORPORATED A
MASSACHUSETTS CORPORATION (TENANT)
ADDITIONAL TERMS, PROVISIONS AND REVISIONS:
54.2 DEFINITION OF HAZARDOUS MATERIAL.
"Hazardous Materials" shall mean asbestos, any petroleum fuel, and
any hazardous or toxic substance, material or waste which is or become regulated
by any local governmental authority, the State of California or the United
States Government or any political subdivision thereof, including, but not
limited to, any material or substance defined as a "hazardous waste", "extremely
hazardous waste", "restricted hazardous waste", "hazardous substance",
"hazardous material" or "toxic pollutant" under the California Health and Safety
Code and/or under the Comprehensive Environmental Response, Compensation and
Liability Act, 42. U.S.C. 9601, ET SEQ.
Article 55. REVENUE AND EXPENSE ACCOUNTING:
Landlord and Tenant agree that, for all purposes (including any
determination under Section 467 of the Internal Revenue Code), rental income
will accrue to the Landlord and rental expenses will accrue to the Tenant in the
amounts and as of the dates rent is payable under the Lease.
Article 56. FIRST RIGHT OF REFUSAL
If at any time during the Lease Term Landlord receives an offer to
lease the adjoining 772 square feet on the Second Floor, West Tower, as shown on
Exhibit "A" and marked "Not a Part", Landlord shall give written notice to
Tenant and Tenant shall have five (5) business days to lease such space on the
same terms and conditions as this Lease, except that Tenant agrees to accept
this space in its "as is" condition. If Tenant elects not to lease this space,
Tenant's right under this First Right of Refusal shall terminate and Landlord
shall thereafter be free to lease this space to other tenants upon such terms as
Landlord so desires.
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OPTION TO EXTEND TERM
LEASE RIDER
This Rider is attached to and made part of that certain Lease (the "Lease")
dated November 20, 1996 between RR&C Development Company & Patrician Associates,
Inc. as Landlord, and International Integration Incorporated, as Tenant,
covering the Premises commonly known as Xxxxx 000, 00000 Xxxxxxxxxx Xxxxxxx
Xxxxx, (the "Premises"). The terms used herein shall have the same definitions
as set forth in the Lease. The provisions of this Rider shall supersede any
inconsistent or conflicting provisions of the Lease.
A. OPTION(S) TO EXTEND TERM.
1. Landlord hereby grants to Tenant one (1) option(s) (the "Option(s)") to
extend the Lease term for additional term(s) of five (5) years each (the
"Extension(s)"), on the same terms and conditions as set forth in the Lease, but
at an increased rent as set forth below. Each Option shall be exercised only by
written notice delivered to Landlord at least one hundred eighty (180) days
before the expiration of the Lease term or the preceding Extension of the Lease
term, respectively. If Tenant fails to deliver Landlord written notice of the
exercise of an Option within the prescribed time period, such Option and any
succeeding Options shall lapse, and there shall be no further right to extend
the Lease term. Each Option shall be exercisable by Tenant on the express
conditions that (a) at the time of the exercise, and at all times prior to the
commencement of such Extension, Tenant shall not be in default under any of the
provisions of this Lease and (b) Tenant has not been ten (10) or more days late
in the payment of rent more than a total of three (3) times during the Lease
term and all preceding Extensions.
2. PERSONAL OPTIONS.
The Options(s) are personal to the Tenant named in the Lease. If Tenant
subleases any portion of the Premises or assigns or otherwise transfers any
interest under the Lease to any other person or entity prior to the exercise of
an Option (whether with or without Landlord's consent), such Option and any
succeeding Options shall lapse. If Tenant subleases any portion of the Premises
or assigns or otherwise transfers any interest of Tenant under the Lease to any
other person or entity after the exercise of an Option but prior to the
commencement of the respective Extension (whether with or without Landlord's
consent), such Option and any succeeding Options shall lapse and the Lease term
shall expire as if such Option were not exercised. If Tenant subleases any
portion of the Premises or assigns or otherwise transfers any interest of Tenant
under the Lease in accordance with Article 15 of the Lease after the exercise of
an Option and after the commencement of the Extension related to such Option,
then the term of the Lease shall expire upon the expiration of the Extension
during which such sublease or transfer occurred and only the succeeding Options
shall lapse.
B. CALCULATION OF RENT.
The base rent during the Extension(s) shall be determined by one or a
combination of the following methods (INDICATE YOUR CHOICE UPON EXECUTION OF THE
LEASE BY CHECKING THE APPROPRIATE SPACE BELOW):
2. Prevailing Rental Value Adjustment (Section B(2), below) X
-------
2. PREVAILING RENTAL VALUE ADJUSTMENT.
The base rent shall be increased on the first day of the first month(s) of the
Lease Extension(s) of the Lease term (the "Rental Adjustment Date(s)") to the
"prevailing rental value" of the Premises. For purposes hereof, the "prevailing
rental value" of the Premises shall mean an amount equal to the Rentable Area of
the Premises (expressed in square feet) multiplied by an amount per square foot
per month that is the amount quoted by Landlord as the prevailing rental rate
for space in the Building comparable to the Premises.
Landlord's Initials /s/ [Illegible] Tenant's Initials /s/ [Illegible]
18
EXHIBIT A
[GRAPHIC OMITTED - FLOOR PLAN OF PROPOSED TENANT IMPROVEMENT FOR I-CUBE ATRIUM
BUILDING - 2ND FLOOR - INDUSTRY, CA]
19
EXHIBIT "B"
ATTACHED TO AND MADE A PART OF OFFICE LEASE
RULES AND REGULATIONS OF THE BUILDING
1. The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors or halls shall not be obstructed or used for any purpose
other than ingress and egress. The halls, passages, entrances, elevators,
stairways, balconies and roof are not for the use of the general public, and
Landlord shall in all cases retain the right to control and prevent access
thereto by all persons whose presence, in the judgment of Landlord, shall be
prejudicial to the safety, character, reputation or interests of the Building
and its tenants, provided that nothing herein contained shall be construed to
prevent such access by persons with whom tenants normally deal in the ordinary
course of their business, unless such persons are engaged in illegal activities.
No tenant and no employees of any tenant shall go upon the roof of the Building
without the written consent of Landlord.
2. No awnings or other projections shall be attached to the outside walls
of the Building without the prior written consent of Landlord. No hanging
planters, television sets or other objects shall be attached to or suspended
from ceilings without the prior written consent of Landlord. No curtains,
blinds, shades or screens shall be attached to or hung in, or used in connection
with, any window or door, without the prior written consent of Landlord. Except
as otherwise specifically approved by Landlord, all electrical ceiling fixtures
hung in offices or spaces along the perimeter of the Building must be
fluorescent, of a quality, type, design and bulb color approved by Landlord.
3. No sign, advertisement or notice shall be exhibited, painted or affixed
by any tenant on any part of, or so as to be seen from the outside of, a
tenant's premises or the Building without the prior written consent of Landlord.
In the event of the violation of the foregoing by any tenant, Landlord may
remove same without any liability, and may charge the expense incurred in such
removal to the tenant violating this rule. Interior signs on doors and walls
shall be inscribed, painted or affixed for each tenant by Landlord at the
expense of such tenant, and shall be of a size, color, location and style
acceptable to Landlord.
4. The wash room partitions, mirrors, wash basins and other plumbing
fixtures shall not be used for any purpose other than those for which they were
constructed, and no sweepings, rubbish, rags, or other substances shall be
thrown therein. All damage resulting from any misuse of the fixtures shall be
borne by the tenant who, or whose servants, employees, agents, visitors or
licensees, shall have caused the same.
5. No tenant shall xxxx, paint, drill into, or in any way deface any part
of its premises or the Building. No boring, cutting or stringing of wires or
laying of linoleum or other similar floor coverings shall be permitted except
with the prior written consent of Landlord and as Landlord may direct.
6. No bicycles, vehicles, vending machines or animals of any kind shall be
brought into or kept in or about any tenant's premises and no cooking shall be
done or permitted by any tenant in its premises except that the preparation of
coffee, tea, hot chocolate and similar items for the tenant and its employees
and business visitors shall be permitted. No tenant shall cause or permit any
unusual or objectionable odors to escape from its premises.
7. No tenant's premises shall be used for manufacturing or for the storage
of merchandise except as such storage may be incidental to the use of such
premises for general office purposes. No tenant shall occupy or permit any
portion of its premises to be occupied as an office for a public stenographer or
typist, or for the manufacture or sale of liquor, narcotics, or tobacco in any
form, or as a medical office, or as a xxxxxx shop, manicure shop or employment
agency. No tenant shall engage or pay any employees on its premises except those
actually working for such tenant on its premises, nor advertise for laborers
giving an address at its premises. No tenant's premises shall be used for
lodging or sleeping or for any immoral or illegal purposes.
8. No tenant shall make, or permit to be made, any unseemly or disturbing
noises, sounds or vibrations, or disturb or interfere with occupants of this or
neighboring buildings or premises or those having business with them, whether by
the use of any musical instrument, radio, phonograph, unusual noise, or in any
other way.
9. No tenant shall throw anything out of doors or down the passageways.
10. No tenant shall at any time bring or keep upon its premises any
inflammable, combustible or explosive fluid, chemical or substance. No tenant
shall do or permit anything to be done in its premises, or bring or keep
anything therein, which shall in any way increase the rate of fire insurance on
the Building or on the property kept therein, or obstruct or interfere with the
rights of other tenants, or in any way injure or annoy them, or conflict with
the regulations of the fire department or the fire laws, or with any insurance
policy upon the Building or any part thereof, or with any rules and ordinances
established by the local health authority or other governmental authority.
11. No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by any tenant, nor shall any changes be made in existing
locks or the mechanisms thereof. Each tenant must, upon the termination of its
tenancy, restore to Landlord all keys of stores, offices, and toilet rooms,
whether furnished to or otherwise procured by tenant, and in the event of the
loss of any keys so furnished, such tenant shall pay to the Landlord the cost of
replacing the same or of changing the lock or locks opened by such lost key if
Landlord shall deem it necessary to make such a change.
12. All removals, or the carrying in or out of any safes, freight,
furniture, or bulky matter of any description must take place during the hours
which Landlord may establish from time to time. The moving of safes or other
fixtures or bulky matter of any kind must be made upon previous notice to the
manager of the Building and under his supervision, and the persons employed by
any tenant for such work must be acceptable to Landlord. Landlord reserves the
right to inspect all safes, freight or other bulky articles to be brought into
the Building. Landlord reserves the right to prohibit or impose conditions upon
the installation of heavy objects which might overload the Building floors.
13. No tenant shall purchase or otherwise obtain for use in its premises,
water, ice, towel, vending machine, janitorial, maintenance or other services of
any kind except from persons authorized by Landlord, and at hours and under
regulations fixed by Landlord.
14. Landlord shall have the right to prohibit any advertising by any
tenant which, in Landlord's opinion, tends to impair the reputation of the
Building or its desirability as an office building. Upon written notice from
Landlord, any tenant shall refrain from or discontinue such advertising.
15. Landlord reserves the right to exclude from the Building between the
hours of 6 p.m. and 8 a.m. and at all hours of Saturdays, Sundays and legal
holidays all persons who do not possess a security system access card. Landlord
shall furnish cards to persons for whom any tenant requests the same in writing.
Each tenant shall be responsible for all persons for whom he requests cards and
shall be liable to Landlord for all acts of such persons. Landlord reserves the
right to require a security deposit for access cards and to charge a fee for
replacing lost cards. Nothing in this Paragraph 15 shall limit Landlord's right
to control and prevent access under Paragraph 1 above.
Landlord's Initials /s/ [Illegible] Tenant's Initials /s/ [Illegible]
1
20
16. Any persons employed by any tenant to do janitorial work, shall, while
in the Building and outside of the tenant's premises, be subject to and under
the control and direction of the manager of the Building (but not as an agent or
servant of said manager or of Landlord, and the tenant shall be responsible for
all acts of such persons).
17. All doors opening into public corridors or lobbies shall be kept
closed, except when in use for ingress and egress.
18. The requirements of tenants will be attended to only upon application
to the building manager's office.
19. Canvassing, soliciting and peddling in the Building, unless approved
by Landlord, are prohibited and each tenant shall cooperate to prevent the same.
20. All office equipment of any electrical or mechanical nature shall be
placed by tenants in their premises in settings approved by Landlord, so as to
absorb or prevent any vibration, noise or annoyance to other tenants.
21. No air conditioning unit or other similar apparatus shall be installed
or used by any tenant without the written consent of Landlord.
22. There shall not be used in any space, or the public halls of the
Building, either by tenants or others, any hand trucks except those equipped
with rubber tires and side guards.
23. Landlord will direct electricians as to where and how telephone or
telegraph wires are to be introduced. No boring or cutting for wires or
stringing of wires will be allowed without written consent of Landlord. The
location of telephones, call boxes and other office equipment affixed to
premises shall be subject to the approval of Landlord.
24. All parking areas, pedestrian walkways, plazas and other public areas
forming a part of the Building shall be under the sole and absolute control of
Landlord with the exclusive right to regulate and control these areas. Tenant
agrees to conform to the rules and regulations that may be established by
Landlord for these areas from time to time. The Parking Rules and Regulations
attached hereto as Exhibit "B-1" form a part hereof and are subject to change in
accordance with Paragraph 30 hereof.
25. 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.
26. 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.
27. The sashes, sash doors, skylights, windows, and doors that reflect or
admit light and air into halls, passageways or other public places in the
Building shall not be covered or obstructed by any tenant, nor shall any
bottles, parcels or other articles be placed on the windowsills. Tenant shall
see that the windows, transoms and doors of the premises are closed and securely
locked before leaving the Building and must observe strict care not to leave
windows open when it rains. Tenant shall exercise extraordinary care and caution
that all water faucets or water apparatus are entirely shut off before tenant or
tenant's employees leave the Building, and that all electricity, gas or air
shall likewise be carefully shut off, so as to prevent waste or damage. Tenant
shall cooperate with Landlord in obtaining maximum effectiveness of the cooling
system by closing drapes when the sun's rays fall directly on the windows of the
Premises. Tenant shall not tamper with or change the setting of any thermostats
or temperature control values.
28. The scheduling of tenant move-ins shall be subject to the reasonable
discretion of Landlord.
29. The term "personal goods or services vendors" as used herein means
persons who periodically enter the Building for the purpose of selling goods or
services to a tenant, other than goods or services which are used by the tenant
only for the purpose of conducting its business on the Premises. "Personal goods
or services" include, but are not limited to, drinking water and other
beverages, food, barbering services, and shoe shining services. Landlord
reserves the right to prohibit personal goods and services vendors from access
to the Building except upon such reasonable terms and conditions, including, but
not limited to, the payment of a reasonable fee and provision for insurance
coverage, as are related to the safety, care and cleanliness of the Building,
the preservation of good order therein, and the relief of any financial or other
burden on the Landlord occasioned by the presence of such vendors or the sale by
them of personal goods or services to the Tenant or its employees. If necessary
for the accomplishment of these purposes, Landlord may exclude a particular
vendor entirely or limit the number of vendors who may be present at any one
time in the Building.
30. Landlord may at any time revoke, supplement or modify these Rules and
Regulations, or any portion thereof, whenever in Landlord's sole opinion such
changes are required for the care, cleanliness, safety or preservation of good
order in the Building. All such changes shall be effective five (5) days after
delivery to tenant of written notice thereof, except in the event of emergency,
in which event they shall be effective immediately upon notice to tenant.
31. Tenant shall not place, install or operate on the Premises or in any
part of the Building, any engine, stove, or machinery, or conduct mechanical
operations or xxxx thereon or therein, or place or use in or about the Premises
any explosives, gasoline, kerosene, oil, acids, caustics, or any other
inflammable, explosive, or hazardous material without the prior written consent
of Landlord.
32. Landlord will not be responsible for any lost or stolen personal
property, equipment, money, or jewelry from the Premises or from public rooms,
regardless of whether such loss occurs when the area is locked against entry.
33. No birds or animals shall be brought onto the Project, and no bicycles
or vehicles shall be brought into or kept in the Building.
34. No draperies, shutters, or window coverings shall be installed on
exterior windows or on windows or doors facing public corridors without
Landlord's prior written approval.
35. Employees of Landlord shall not receive or carry messages for or to
any tenant or other occupant on the Property, nor shall they contract to render
free or paid services to any tenant or any tenant's agents, employees, or
invitees; if any of Landlord's employees perform any such services, such
employees shall be deemed the agent of the tenant for whom the services are
being performed, regardless of whether or how payment is arranged for services,
and Landlord is expressly relieved from any and all liability for any injury to
persons or damage to property (or any other damages) in connection with any such
services.
36. Directories will be placed by Landlord, at its own expense, in
conspicuous places in the Building. No other directories shall be permitted,
unless previously consented to by Landlord in writing.
37. Tenant shall place, affix, or attach on any door or wall of the
Building exposed to the public only those identification markers and other signs
preapproved by Landlord as to style, size, lettering and color. Landlord
reserves the right to place any such identification markers and signs on
Tenant's doors and walls and the cost thereof shall be billed to Tenant.
Landlord's Initials /s/ [Illegible] Tenant's Initials /s/ [Illegible]
2
21
EXHIBIT "B-1"
PARKING RULES AND REGULATIONS
So long as the Lease to which this Exhibit "B-1" is attached remains in
effect, and so long as the parking rules and regulations adopted by Landlord are
not violated, Tenant or persons designated by Tenant shall be entitled on a
non-exclusive basis to use parking spaces in the Project parking structure (if
any) and on surface parking, which parking structure and surface parking are
identified on Exhibit "A-3". Landlord expressly reserves the right to
redesignate parking areas and to modify the parking facilities for other uses or
to any extent.
A condition of any parking shall be compliance by the xxxxxx with parking
facilities rules and regulations, and amendments thereto, including any sticker
or other identification system established by Landlord's parking operator.
Landlord reserves the right to impose parking charges except as provided in
Paragraph 53.1 of the Lease, on Tenant and Tenant's employees for any parking
now or hereafter available. The following Parking Rules and Regulations are in
effect until notice is given to Tenant of any change. Landlord reserves the
right to modify and/or adopt such other reasonable and non-discriminatory rules
and regulations for the parking facilities as it deems necessary for the
operation of the parking facilities. Landlord may refuse to permit any person
who violates the within rules to park in the parking facilities, and any
violation hereof shall subject the car to removal at the owner's cost. In either
of said events the sticker or any other form of identification supplied by
Landlord shall be returned to Landlord. *
1. Hours for the parking facility shall be 6:00 a.m. to 2:30 a.m.
2. Cars must be parked entirely within the stall lines painted on the floor.
3. All directional signs and arrows must be observed.
4. The speed limit shall be 5 miles per hour.
5. Parking is prohibited:
(a) in areas not striped for parking
(b) in aisles
(c) where "no parking" signs are posted
(d) on ramps
(e) in cross hatched areas
(f) in such other areas as may be designated by Landlord's parking
operator.
6. Parking stickers or any other device or form of identification supplied
by Landlord shall remain the property of Landlord. Such parking identification
device must be displayed as requested and may not be mutilated in any manner.
The serial number of the parking identification device may not be obliterated.
Devices are not transferable and any device in the possession of an unauthorized
holder will be void. There will be a replacement charge payable by Tenant or
person designated by Tenant equal to the amount posted from time to time by
Landlord for loss of any magnetic parking card or parking sticker.
7. Parking facilities managers or attendants are not authorized to make or
allow any exceptions to these Parking Rules and Regulations.
8. Every xxxxxx is required to park and lock his own car. All
responsibility for damage to cars or persons is assumed by the xxxxxx and
Landlord and/or its agent shall have no liability whatsoever in connection
therewith.
9. Loss or theft of parking identification devices from automobiles must
be reported to the parking facilities manager immediately, and a lost or stolen
report must be filed by the customer at that time.
(a) Any parking identification device reported lost or stolen found on
any unauthorized car will be confiscated and the illegal holder will be
subject to prosecution.
(b) Lost or stolen devices found by the purchaser must be reported to the
office of the parking facilities immediately to avoid confusion.
10. Spaces rented to persons are for the express purpose of parking one
automobile per space. Washing, waxing, cleaning or servicing of any vehicle by
the customer and/or his agents is prohibited.
11. Landlord and the parking facilities management reserves the right to
refuse the sale of monthly stickers or other parking identification devices, or
use of the parking facilities, to any tenant or person and/or his agents or
representatives who fail or refuse to comply with the above Parking Rules and
Regulations and with all unposted City, State or Federal legal requirements,
ordinances, laws or agreements.
12. Tenant shall acquaint all persons to whom Tenant assigns parking
spaces with these Parking Rules and Regulations.
* Tenant shall be allowed to leave vehicles in the parking facility
overnight subject to prior notification and approval of Landlord.
Landlord's Initials /s/ [Illegible] Tenant's Initials /s/ [Illegible]
22
EXHIBIT C
ADDENDUM
WORK LETTER
(FINAL PLANS AND COST ESTIMATE PREPARED)
This Addendum is attached to and made part of that certain Lease dated
November 20, 1996, between RR&C Development and Patrician Associates, Inc., as
Landlord, and International Integration Incorporated, as Tenant, covering the
Premises commonly known as Xxxxx 000, 00000 Xxxxxxxxxx Xxxxxxx Xxxxx, Xxxx of
Industry, CA 91746 (the "Lease"). The terms used in this Addendum shall have the
same definitions as set forth in the Lease. The provisions of this Addendum
shall prevail over any inconsistent or conflicting provisions of the Lease.
A. DESCRIPTION OF IMPROVEMENTS. Landlord shall construct certain
improvements on or about the Premises (the "Work") in accordance with certain
final plans and specifications attached hereto as Exhibit "1" and incorporated
herein by this reference ("Final Plans"). Tenant hereby approves the Final
Plans.
B. COMPLETION OF THE WORK. Landlord shall use its best efforts to complete
the Work described in the Final Plans prior to the scheduled commencement date
set forth in the Lease. Notwithstanding the date set forth in the Lease as the
scheduled commencement date, the commencement date shall be the date upon which
the Work is substantially completed and the Premises are delivered to Tenant.
For the purposes of this Paragraph B, the Work shall be conclusively deemed to
be substantially completed when all Work described in the Final Plans is
completed, except for minor items of work (e.g., "pick-up work") which can be
completed with only minor interference with Tenant's conduct of business on the
Premises.
C. CHANGES. Landlord's obligation to prepare the Premises for Tenant's
occupancy is limited to the completion of the Work set forth in the Final Plans.
Landlord shall not be required to furnish, construct or install any items not
shown thereon. If Tenant requests any change, addition or alteration ("Changes")
in such plans and specifications or in the construction of the Work, Landlord
shall promptly give Tenant an estimate of the cost of such Changes and the
resulting delay in the delivery of the Premises to Tenant. Within three (3) days
after receipt of such estimate, Tenant shall give Landlord written notice
whether Tenant elects to proceed with such Changes. If Tenant notifies Landlord
in writing that Tenant elects to proceed with such Changes and if Landlord
approves such Changes, Landlord shall, at Tenant's expense, promptly make such
Changes. If Tenant fails to notify Landlord of its election within the three
(3) day period, Landlord may either (1) make such Changes at Tenant's expense or
(2) complete the Work without making such Changes. Tenant shall pay or reimburse
Landlord for the costs of such Changes within fifteen (15) days after billing.
Any delay caused by Tenant's request for any Changes or from the construction of
any Changes shall not, in any event, delay the commencement date, which shall
occur on the date it would have occurred but for such Changes. The Work shall be
the property of Landlord and shall remain upon and be surrendered with the
Premises upon the expiration of the Lease term.
D. PAYMENT OF COSTS. The cost of the Work will be paid as follows:
Landlord, at its sole cost and expense, shall pay for Tenant Improvements not to
exceed THIRTY-SIX THOUSAND FIVE HUNDRED SEVENTEEN AND NO/100 DOLLARS
($36,517.00) as described in Estimate No. 2245 attached hereto and made a part
hereof.
Notwithstanding the foregoing, Tenant shall pay the cost of all Changes referred
to in Paragraph C.
Landlord's Initials /s/ [Illegible] Tenant's Initials /s/ [Illegible]
23
EXHIBIT "1"
COMMERCE CONSTRUCTION CO., L.P.
CLIENT NAME: Majestic Realty - Xxx Xxxxxx
PROJECT NAME I-Cube
LOCATION: Suite 200 Atrium Building/West Tower
SKETCH NO.: 4606 dated Nov. 18, 1996
ESTIMATE NO.: 2245 revised
DATE QUOTED: December 4, 1996
BUILDING AREA: 5,771 SF
BASIC BUILDING SPECS.: Demolish selected walls, construct new walls to the
underside of the existing ceiling grid, as shown. Furnish and install four new
3' x 9' stain grade wood doors with frame and hardware to match existing.
Utilize and rehang one existing door for new office. Reuse three existing
windows and install in new Timely frames. Remove and replace acoustic ceiling in
areas of private office demolition only. Install building standard carpet
($15/yd) and base throughout, except for Conference and Employee Lunch rooms.
Clean existing wall coverings in Conference and Lunch rooms. Paint all other
walls to match existing color. Relocate existing HVAC registers and as required.
Relocate five existing 2' x 4' lay in light fixtures and install two new
fixtures as required. Install five new duplex outlets, one core drill for tenant
furniture connections, seven telephone/data stubs to the ceiling.
PRELIMINARY ESTIMATE
Basic Tenant Improvements $36,517.00
QUALIFICATIONS:
Work to be done during working hours.
Owner to provide clear working area.
EXCLUSIONS:
Telephone or data equipment wiring or relocation of equipment.
Locks, keying and Signage.
TV cable.
Revisions to Tel/Storage Room.
estICubeb
24
COMMERCE CONSTRUCTION CO., L.P.
PROJECT I-Cube FOOTPRINT: 5,771 FLOORS:
LOCATION Xxxxx 000/Xxxx Xxxxx Xxxxxx XXXXXXXX: 0,000 # XX XXXXX:
LE/EST.#: 2245 SKETCH #4606 ON-SITE SF: PROJ. USE:
================================================================================
EM DESCRIPTION T.I. TOTAL COST/SF
================================================================================
1000 GENERAL CONDITIONS 4,637 $ 4,637 0.80
1100 DEMOLITION 1,883 $ 1,883 0.33
7200 INSULATION 300 $ 300 0.05
8200 DOORS, FRAMES & HARDWARE 1,900 $ 1,900 0.33
8800 GLASS & GLAZING 730 $ 730 0.13
9250 DRYWALL 4,290 $ 4,290 0.74
9500 ACOUSTIC TILE 711 $ 711 0.12
9540 FLOORING 7,249 $ 7,249 1.26
9900 PAINTING 2,139 $ 2,139 0.37
5300 FIRE PROTECTION 1,020 $ 1,020 0.18
5700 HVAC 1,490 $ 1,490 0.26
6100 ELECTRIC 4,740 $ 4,740 0.82
PERMIT (ALLOWANCE) 500 $ 500 0.09
================================================================================
SUBTOTAL 31,589 $31,589
LIABILITY INSURANCE 253 $ 253
ARCHITECT 948 $ 948
OVERHEAD 1,358 $ 1,358
FEE 2,369 $ 2,369
TOTAL CONSTRUCTION COST 36,517 $36,517
COST PER SQ. FT ....... ....... 6.33
TOTAL COST PER SQUARE FOOT ....... ....... 6.33
================================================================================
ESTAT500
25
EXHIBIT "D"
ESTOPPEL CERTIFICATE
The undersigned, ____________________,does hereby make the following
statements:
1. They are the Tenant under a certain Lease dated________________________
with ___________________________,as Landlord, leasing the Property
commonly known as _______________________________________,California.
2. The Lease dated __________________ is in full force and effect and the
undersigned is aware of no defaults under the terms and conditions of the
Lease and has no offsets against rentals due the Landlord or to become
due the Landlord.
3. The undersigned accepted possession of the Property on
________________________, the Lease Term began on
________________________, and ends on _______________________, and the
obligation to pay Base Rent begins on _______________________, pursuant
to the terms and conditions of the Lease.
4. The total Base Rent to be paid pursuant to the terms of said Lease is not
less than $___________________ and no Base Rent has been paid more than
one month in advance.
5. In the event of a default by the Landlord under any of the terms and
conditions of the Lease, the undersigned at the same time notice
thereof is given to the Landlord, will notify holder of any first
mortgage or deed of trust covering the Property, provided Landlord has
provided Tenant the address of such Mortgagee. In the event that the
default is not cured by the Landlord within the time provided for
under the terms and conditions of the Lease and provided the Mortgagee
has given the undersigned written notice of Mortgagee's intention to
cure such default, the undersigned will allow the Mortgagee the
opportunity and sufficient additional time within which to correct
Landlord's default, provided the Mortgagee diligently pursues such
cure.
_________________________
By:___________________
Title:___________________
Date:____________________
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