Exhibit 10.10
OFFICE BUILDING LEASE
BETWEEN
XXXXXXXX SOFT TEACH INC.
AND
GENERAL DEVELOPMENT COMPANY
DATED
FEBRUARY 17, 1995
TABLE OF CONTENTS
1. PARTIES...........................................................4
2. PREMISES..........................................................4
3. TERM..............................................................4
4. POSSESSION........................................................4
5. RENT..............................................................4
6. SECURITY DEPOSIT..................................................4
7. OPERATING EXPENSE ADJUSTMENTS.....................................5
8. USE...............................................................6
9. COMPLIANCE WITH THE LAW...........................................6
10. ALTERATIONS AND ADDITIONS.........................................6
11. REPAIRS...........................................................7
12. LIENS.............................................................7
13. ASSIGNMENT AND SUBLETTING.........................................7
14. HOLD HARMLESS.....................................................8
15. SUBROGATION.......................................................8
16. LIABILITY INSURANCE...............................................8
17. SERVICES AND UTILITIES............................................9
18. PROPERTY TAXES....................................................9
19. CONSUMER PRICE INDEX..............................................9
20. RULES AND REGULATIONS.............................................10
21. HOLDING OVER......................................................10
22. ENTRY BY LANDLORD.................................................10
23. RECONSTRUCTION....................................................10
24. DEFAULT...........................................................11
25. REMEDIES IN DEFAULT...............................................12
26. EMINENT DOMAIN....................................................12
27. ESTOPPEL CERTIFICATE..............................................12
28. PARKING...........................................................13
29. AUTHORITY OF PARTIES..............................................13
30. GENERAL PROVISIONS................................................13
(i) Plats and Riders.............................................13
(ii) Waiver......................................................13
(iii) Notices....................................................13
(iv) Joint Obligation............................................13
(v) Marginal Headings............................................13
(vi) Time........................................................13
(vii) Successors and Assigns.....................................13
(viii) Recordation...............................................13
(ix) Quiet Possession............................................13
(x) Late Charges.................................................14
(Page -2- Office Building Lease)
(xi) Incorporation of Prior Agreements; Amendments...............14
(xii) Credits to Tenant's Account................................14
(xiii) Inability to Perform......................................14
(xiv) Attorney's Fees............................................14
(xv) Sale of Premises by Landlord................................14
(xvi) Subordination, Attornment..................................15
(xvii) Name......................................................15
(xviii) Separability.............................................15
(xix) Cumulative Remedies........................................15
(xx) Choice of Law...............................................15
(xxi) Signs and Auctions.........................................15
(xxii) Additional Rent...........................................15
(xxiii) Jury Trial Waiver........................................15
31. BROKERS...........................................................15
32. RENTAL AGREEMENT..................................................15
33. PAYMENTS DUE UPON POSSESSION......................................16
34. ACCOUNTABILITY FOR SECURITY DEPOSIT...............................16
35. HAZARDOUS WASTE...................................................16
36. TENANT IMPROVEMENTS...............................................16
37. RENT SCHEDULE.....................................................16
38. RIGHT OF FIRST NOTICE.............................................17
39. OPTION TO EXTEND..................................................17
40. SIGNAGE...........................................................17
41. HEATING, VENTILATING, AIR CONDITIONING HOURS OF
OPERATION AND AFTER HOURS USE.........................................17
RULES & REGULATIONS...................................................19
(Page -3- Office Building Lease)
OFFICE BUILDING LEASE
1. PARTIES. The Lease, dated, for reference purposes only, February 17, 1995
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is made by and between VASONA DEVELOPMENT COMPANY, a California Limited
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Partnership (herein called "Landlord") and XXXXXXXX SOFT TEACH, INC., a
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California Corporation (herein called "Tenant").
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2. PREMISES. Landlord does hereby lease to Tenant and Tenant hereby leases
from Landlord that certain office space (herein called "Premises") indicated on
Exhibit "A" attached hereto and hereby referenced thereto and made a part
hereof, said Premises being agreed, for the purpose of this Lease, to have an
area of approximately 15,515 gross square feet and being situated at that
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certain Building known as 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx X, Xxx Xxxxx,
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Xxxxxxxxxx 00000.
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Said Lease is subject to the terms, covenants and conditions herein set
forth and the Tenant covenants as a material part of the consideration for this
Lease to keep and perform each and all of said terms, covenants and conditions
by it to be kept and performed and that this Lease is made upon the condition of
said performance.
3. TERM. The term of this Lease shall be for five (5) years two (2) months
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and 17 days commencing on the 15th. day of May, 1995, and ending on the 31st.
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day of July, 2000.
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4. POSSESSION.
4.a. If the Landlord, for any reason whatsoever, cannot deliver
possession of the said Premises to the Tenant at the commencement of the term
hereof, this Lease shall not be void or voidable, nor shall Landlord be liable
to Tenant for any loss or damage resulting therefrom, nor shall the expiration
date of the above term be in any way extended, but in that event, all rent shall
be abated during the period between the commencement of said term and the time
when Landlord delivers possession.
4.b. If the Landlord for any reason shall permit Tenant to occupy the
Premises prior to the commencement date of the term, such occupancy shall be
subject to all the provisions of this Lease. Said early possession shall not
advance the termination date hereinabove provided.
5. RENT. Tenant agrees to pay to Landlord as rental, without prior notice or
demand, for the Premises the sum of : SEE PARAGRAPH 37. RENT SCHEDULE, on or
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before the first day of the first full calendar month of the term hereof and a
like sum on or before the first day of each and every successive calendar month
thereafter during the term hereof. Rent for any period during the term hereof
which is for less than one (1) month shall be a prorated portion of the monthly
installment herein, based upon a thirty (30) day month. Said rental shall be
paid to Landlord, without deduction or offset in lawful money of the United
States of America, which shall be legal tender at the time of payment at 000
Xxxxxxxxxx Xxxxxx, Xxxxx 00, Xxx Xxxxx, XX, or to such other person or at such
other place as Landlord may from time to time designate in writing.
6. SECURITY DEPOSIT. Tenant will deposit with Landlord upon taking
possession of the premises the sum of twenty five thousand seventy-two dollars
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and 24/100 ($25,072.24). Said sum shall be held by Landlord as security for the
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faithful performance by Tenant of all the terms, covenants, and conditions of
this Lease to be kept and performed by Tenant during term hereof. If Tenant
defaults with respect to any provision of this Lease, including, but not limited
to the provisions relating to the payment of rent, Landlord may (but shall not
be required to) use, apply or retain all or any part of this security deposit
for the payment of any rent or any other sum in default, or for the payment of
any amount which Landlord may spend or become obligated to spend by reason of
Tenant's default, or to compensate Landlord for any other loss or damage which
Landlord may suffer by reason of Tenant's default. If any portion of said
deposit is so used or applied, Tenant shall within five (5) days after written
demand therefor, deposit cash with Landlord in an amount sufficient to restore
the security deposit
(Page -4- Office Building Lease)
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. In the event
of termination of Landlord's interest in this Lease, Landlord shall transfer
said deposit to Landlord's successor in interest. Tenant understands and agrees
that the security deposit is not prepaid rent and, specifically, that such
security deposit may not be applied by Tenant as rent for the last month of the
term of this Lease.
7. OPERATING EXPENSE ADJUSTMENTS. For the purposes of this Article, the
following terms are defined as follows:
Base Year: The calendar year in which this lease term commences (provided,
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however, that the Base Year shall in no event be earlier than the first full
calendar year following the date of initial occupancy by the first occupant of
said Building).
Comparison Year: Each calendar year of the term after the Base Year.
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Direct Expenses: All direct costs of operation and maintenance, as determined
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by standard accounting practices, and shall include the following costs by way
of illustration, but not be limited to: real property taxes and assessments;
rent taxes, gross receipt taxes (whether assessed against the Landlord or
assessed against the Tenant and collected by the Landlord, or both); water and
sewer charges; insurance premiums; utilities; janitorial services; labor;
costs incurred in the management of the Building, if any; air-conditioning &
heating; elevator maintenance; supplies; materials; equipment; and tools;
including maintenance, costs, and upkeep of all parking and common areas;
expenses incurred in an amount necessary to amortize the cost of improvements
installed to reduce direct expenses; fire detection systems including
sprinkler system maintenance and repair; security systems. ("Direct Expenses"
shall not include depreciation on the Building of which the Premises are a
part or equipment therein, loan payments, executive salaries or real estate
brokers' commissions.)
If the Direct Expenses paid or incurred by the Landlord for the Comparison
Year on account of the operation or maintenance of the Building of which the
Premises are a part are in excess of the Direct Expenses paid or incurred for
the Base Year, then the Tenant shall pay 24.3% of the increase. This
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percentage is that portion of the total rentable area of the Building occupied
by the Tenant hereunder. Landlord shall endeavor to give to Tenant on or
before the first day of March of each year following the respective Comparison
Year a statement of the increase in rent payable by Tenant hereunder, but
failure by Landlord to give such statement by said date shall not constitute a
waiver by Landlord of its right to require an increase in rent. Upon receipt
of the statement for the first Comparison Year, Tenant shall pay in full the
total amount of the increase due for the first Comparison Year which commences
twelve (12) months from the lease commencement date, and in addition for the
then current year, the amount of any such increase shall be used as an
estimate for said current year and this amount shall be divided into twelve
(12) equal monthly installments and Tenant shall pay to Landlord, concurrently
with the regular monthly rent payment next due following the receipt of such
statement, an amount equal to one (1) monthly installment multiplied by the
number of months from January in the calendar year in which said statement is
submitted to the month of such payment, both months inclusive. Subsequent
installments shall be payable concurrently with the regular monthly rent
payments for the balance of that calendar year and shall continue until the
next Comparison Year's statement is rendered. If the next or any succeeding
Comparison Year results in a greater increase in Direct Expenses, then upon
receipt of a statement from Landlord, Tenant shall pay a lump sum equal to
such total increase in Direct Expenses over the Base Year, less the total of
the monthly installments of estimated increases paid in the previous calendar
year for which comparison is then being made to the Base Year; and the
estimated monthly installments to be paid for the next year, following said
Comparison Year, shall be adjusted to reflect such increase. If in any
Comparison Year the Tenant's share of
(Page -5- Office Building Lease)
Direct Expenses be less than the preceding year, then upon receipt of
Landlord's statement, any overpayment made by Tenant on the month installment
basis provided above shall be credited towards the next monthly rent falling
due and the estimated monthly installments of Direct Expenses to be paid shall
be adjusted to reflect such lower Direct Expenses for the most recent
Comparison Year.
Even though the term has expired and Tenant has vacated the Premises, when
the final determination is made of Tenant's share of Direct Expenses for the
year in which this Lease terminates, Tenant shall immediately pay any increase
due over the estimated expenses paid and conversely any overpayment made in
the event said expenses decrease shall be immediately rebated by Landlord to
Tenant.
Notwithstanding anything contained in this Article, the rental payable by
Tenant shall in no event be less than the rent specified in Article 5
hereinabove.
8. USE. Tenant shall use the Premises for general office purposes and
shipping and receiving with "inside" delivery, and shall not use or permit the
Premises to be used for any other purpose without the prior written consent of
the Landlord.
Tenant shall not do or permit anything to be done in or about the Premises
nor bring or keep anything therein which will in any way increase the existing
rate of or affect any fire or other insurance upon the Building or any of its
contents, or cause cancellation of any insurance policy covering said Building
or any part thereof or any of its contents. Tenant shall not do or permit
anything to be done in or about the Premises which will in any way obstruct or
interfere with the rights of other tenants or occupants of the Building or
injure or annoy them or use or allow the Premises to be used for any improper,
immoral, unlawful or objectionable purpose, nor shall Tenant cause, maintain or
permit any nuisance in, on or about the Premises. Tenant shall not commit or
suffer to be committed any waste in or upon the Premises.
9. COMPLIANCE WITH THE LAW. Tenant shall not use the Premises or permit
anything to be done in or about the premises which will in any way conflict with
any law, statute, ordinance or governmental rule or regulation now in force or
which may hereafter be enacted or promulgated. Tenant shall, at its sole cost
and expense, promptly comply with all laws, statutes, ordinances and
governmental rules, regulations or requirements now in force or which may
hereafter be in force, and with the requirements of any board of fire insurance
underwriters or other similar bodies now or hereafter constituted, relating to,
or affecting the condition, use or occupancy of the Premises, excluding
structural changes not related to or affected by Tenant's improvements or acts.
The judgment of any court of competent jurisdiction or the admission of Tenant
in any action against Tenant, whether Landlord be a part thereto or not, that
Tenant has violated any law, statute, ordinance or governmental rule, regulation
or requirement, shall be conclusive of that fact as between the Landlord and
Tenant.
10. ALTERATIONS AND ADDITIONS. Tenant shall not make or suffer to be made any
alterations, additions or improvements to or of the Premises or any part thereof
without the written consent of Landlord first had and obtained and any
alterations, additions or improvements to or of said Premises, including, but
not limited to, wall covering, paneling and built-in cabinet work, but excepting
movable furniture and trade fixtures, shall on the expiration of the term become
a part of the realty and belong to the Landlord and shall be surrendered with
the Premises. In the event Landlord consents to making of an alterations,
additions or improvements to the Premises by Tenant, the same shall be made by
Tenant at Tenant's sole cost and expense, and any contractor or person selected
by Tenant to make the same must first be approved of in writing by the Landlord.
Upon the expiration or sooner termination of the term hereof, Tenant shall, upon
written demand by Landlord, given at least thirty (30) days prior to the end of
the term, at Tenant's sole cost and expense, forthwith and with all due
diligence remove any alterations, additions, or improvements made by Tenant,
designated by Landlord to be removed, and Tenant shall, forthwith and with all
due diligence at its sole cost and expense, repair any damage to the Premises
caused by such removal.
11. REPAIRS.
(Page -6- Office Building Lease)
11.a. By taking possession of the Premises, Tenant shall be deemed to
have accepted the Premises as being in good, sanitary order, condition and
repair. Tenant shall, at Tenant's sole cost and expense, keep the Premises and
every part thereof in good condition and repair, damage thereto from causes
beyond the reasonable control of Tenant and ordinary wear and tear excepted.
Tenant shall upon the expiration or sooner termination of this Lease hereof
surrender the Premises to the Landlord in good condition, ordinary wear and tear
and damage from causes beyond the reasonable control of Tenant excepted. Except
as specifically provided in an addendum, if any, to this Lease, Landlord shall
have no obligation whatsoever to alter, remodel, improve, repair, decorate or
paint the Premises or any part thereof and the parties hereto affirm that
Landlord has made no representations to Tenant respecting the condition of the
Premises or the Building except as specifically herein set forth.
11.b. Notwithstanding the provisions of Article 11.a. hereinabove,
Landlord shall repair and maintain the structural portions of the Building,
including the basic plumbing, air conditioning, heating, and electrical systems,
installed or furnished by Landlord, unless such maintenance and repairs are
caused in part or in whole by the act, neglect, fault or omission of any duty by
the Tenant, its agents, servants, employees or invitees, in which case Tenant
shall pay to Landlord the reasonable cost of such maintenance and repairs.
Landlord shall not be liable for any failure to make any such repairs or to
perform any maintenance unless such failure shall persist for an unreasonable
time after written notice of the need of such repairs or maintenance is given to
Landlord by Tenant. Except as provided in Article 23 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 in or to any portion of the Building or the Premises
or in or to fixtures, appurtenances and equipment therein. Tenant waives the
right to make repairs at Landlord's expense under any law, statute or ordinance
now or hereafter in effect.
12. LIENS. Tenant shall keep the Premises and the property in which the
Premises are situated free from any liens arising out of any work performed,
materials furnished or obligations incurred by Tenant. Landlord may require, at
Landlord's sole option, that Tenant shall provide to Landlord, at Tenant's sole
cost and expense, a lien and completion bond in an amount equal to one and one-
half (1-1/2) times any and all estimated cost of any improvements, additions, or
alterations in the Premises, to insure Landlord against any liability for
mechanics' and material men's liens and to insure completion of the work.
13. ASSIGNMENT AND SUBLETTING.
13.a. Landlord's Consent Required. Tenant shall not assign, transfer,
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mortgage, pledge, hypothecate or encumber this Lease or any interest therein,
and shall not sublet the Premises or any part thereof, without the prior written
consent of Landlord and any attempt to do so without such consent being first
had and obtained shall be wholly void and shall constitute a breach of this
Lease.
13.b. Reasonable Consent. If Tenant complies with the following
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condition, Landlord shall not unreasonably withhold its consent to the
subletting of the Premises or any portion thereof. Tenant shall submit in
writing to Landlord: (a) the name and legal composition of the proposed
subtenant; (b) the nature of the proposed subtenant's business to be carried on
in the Premises; (c) the terms and provision of the proposed sublease; (d) such
reasonable financial information as Landlord may request concerning the proposed
subtenant.
13.c. Excess Rental. As part of the consideration for Landlord's
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consent, Landlord shall have the right to require the Tenant to pay to Landlord,
as additional rental hereunder, any rentals to be paid by such sublessee or
assignee in excess of the rental paid to Landlord hereunder (herein called
"excess rental").
13.d. No Release of Tenant. No consent by Landlord to any assignment or
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subletting by Tenant shall relieve Tenant of any obligation to be performed by
the Tenant under this Lease, whether occurring before or after such Landlord's
express written consent to any other assignment or subletting. The acceptance
of rent by Landlord from any other person shall not be deemed to transfer.
(Page -7- Office Building Lease)
14. HOLD HARMLESS. Tenant shall indemnify and hold harmless Landlord against
and from any and all claims arising from Tenant's use of the Premises for the
conduct of its business or from any activity, work, or other thing done,
permitted or suffered by the Tenant in or about the Building, and shall further
indemnify and hold harmless Landlord against and from any and all claims arising
from any breach or default in the performance of any obligation on Tenant's part
to be performed under the terms of this Lease, or arising from any act or
negligence of the Tenant, or any officer, agent, employee, guest, or invitee of
Tenant, and from all and against all cost, attorney's fees, expenses and
liabilities incurred in or about an such claim or any action or proceeding
brought thereon, and in any case, action or proceeding be brought against
Landlord by reason of any such claim, Tenant upon notice from Landlord shall
defend the same at Tenant's expense by counsel reasonably satisfactory to
Landlord. Tenant as a material part of the consideration to Landlord hereby
assumes all risk of damage to property or injury to persons, in, upon or about
the Premises, from any cause other than landlord's negligence, and Tenant hereby
waives all claims in respect thereof against Landlord.
Landlord or its agents shall not be liable for any damage to property
entrusted to employees of the Building, nor for loss or damage to any property
by theft or otherwise, nor for any injury to or damage to persons or property
resulting from fire, explosion, falling plaster, steam gas, electricity, water
or rain which may leak from any part of the Building or from the pipes,
appliances or plumbing works therein or from the roof, street or subsurface or
from any other place resulting from dampness or any other cause whatsoever,
unless caused by or due to the negligence of Landlord, its agents, servants, or
employees. Landlord or its agents shall not be liable for interference with the
light or other incorporeal hereditaments, loss of business by Tenant, nor shall
Landlord be liable for any latent defect in the Premises or in the Building.
Tenant shall give prompt notice to Landlord in case of fire or accidents in the
Premises or in the Building or of defects therein or in the fixtures or
equipment.
15. SUBROGATION. As long as their respective insurers so permit, Landlord and
Tenant hereby mutually waive their respective rights of recovery against each
other for any loss insured by fire, extended coverage and other property
insurance policies existing for the benefit of the respective parties. Each
party shall obtain any special endorsements, if required by their insurer to
evidence compliance with the aforementioned waiver.
16. LIABILITY INSURANCE. Tenant shall, at Tenant's expense, obtain and keep
in force during the term of this Lease a policy of comprehensive public
liability insurance insuring Landlord and Tenant against any liability arising
out of the ownership, use, occupancy or maintenance of the Premises and all
areas appurtenant thereto. Minimum limits of liability shall not be less than
$1,000,000 each occurrence. The limit of said insurance shall not, however,
limit the liability of the Tenant hereunder. Tenant may carry said insurance
under a blanket policy, providing, however, said insurance by Tenant shall have
a Landlord's protective liability endorsement attached thereto. If Tenant shall
fail to procure and maintain said insurance, Landlord may, but shall not be
required to, procure and maintain same, but at the expense of Tenant. Insurance
required hereunder, shall be in companies rated A+, AAA or better in "Best's
Insurance Guide." Tenant shall deliver to Landlord prior to occupancy of the
Premises copies of policies of liability insurance required herein or
certificates evidencing the existence and amounts of such insurance with loss
payable clauses satisfactory to Landlord. No policy shall be cancelable or
subject to reduction of coverage except after ten (10) days' prior written
notice to Landlord.
17. SERVICES AND UTILITIES. Provided that Tenant is not in default hereunder,
Landlord agrees to furnish to the Premises during reasonable hours of generally
recognized business days, to be determined by Landlord at his sole discretion,
and subject to the rules and regulations of the Building of which the Premises
are a part, gas, electricity for normal lighting and fractional horsepower
office machines, heat and air conditioning required in Landlord's judgment for
the comfortable use and occupation
(Page -8- Office Building Lease)
of the Premises, and janitorial service. Landlord shall also maintain and keep
lighted the common stairs, common entries and toilet rooms in the Building of
which the Premises are a part. Landlord shall not be liable for, and Tenant
shall not be entitled to, any reduction of rental by reason of Landlord's
failure to furnish any of the foregoing when such failure is caused by accident,
breakage, repairs, strikes, lockouts or other labor disturbances or labor
disputes of any character, or by any other cause, similar or dissimilar, beyond
the reasonable control of Landlord. Landlord shall not be liable under any
circumstances for a loss of or injury to property, however occurring, through or
in connection with or incidental to failure to furnish any of the foregoing.
Wherever heat generating machines or equipment are used in the Premises which
affect the temperature otherwise maintained by the air conditioning system
Landlord reserves the right to install supplementary air conditioning units in
the Premises and the cost thereof, including the cost of installation, and the
cost of operation and maintenance thereof shall be paid by Tenant to Landlord
upon demand by Landlord.
Tenant will not, without written consent of Landlord, use any apparatus or
device in the Premises, including, but without limitation thereto, electronic
data processing machines, punch card machines, and machines using in excess of
120 volts, which will in any way increase the amount of electricity usually
furnished or supplied for the use of the Premises as general office space; nor
connect with electric current except through existing electrical outlets in the
Premises, any apparatus or device, for the purpose of using electric current.
If Tenant shall require water or electric current in excess of that usually
furnished or supplied for the use of the Premises as general office space,
Tenant shall first procure the written consent of Landlord, which Landlord may
refuse, to the use thereof and Landlord may cause a water meter or electrical
current meter to be installed in Premises, so as to measure the amount of water
and electric current consumed for any such use. The cost of any such meters and
of installation, maintenance and repair thereof shall be paid for by the Tenant
and Tenant agrees to pay to Landlord promptly upon demand therefor by Landlord
for all such water and electric current consumed as shown by said meters, at the
rates charged for such services by the local public utility furnishing the same,
plus, any additional. expense insured in keeping account of the water and
electric current will be established by an estimate made by a utility company or
electrical engineer.
18. PROPERTY TAXES. Tenant shall pay, or cause to be paid, before
delinquency, any and all taxes levied or assessed and which become payable
during the term hereof upon all Tenant's leasehold improvements, equipment,
furniture, fixtures and personal property located in the Premises; except that
which has been paid for by Landlord, and is the standard of the Building. In
the event any or all of the Tenant's leasehold improvements, equipment,
furniture, fixtures and personal property shall be assessed and taxed with the
Building, Tenant shall pay to Landlord its share of such taxes within ten (10)
days after delivery to Tenant by Landlord of a statement in writing setting
forth the amount of such taxes applicable to Tenant's property.
19. CONSUMER PRICE INDEX.
19.a. The net rent shall be adjusted upward only as of the first day of
the month of every lease year (the adjustment date) beginning in the year
19_____ according to the following computation.
19.b. The base figure for computing the adjustment is the index figure
for the month of ____________________________, 19_____ (the index date) as shown
in the Consumer Price Index (CPI) For All Urban Consumers, to be published by
the United States Department of Labor, Bureau of Labor Statistics, for the San
Francisco-Oakland Metropolitan Area, State of California. If the Bureau of
labor Statistics shall fail to publish the Index throughout the term hereof but
shall publish a comparable index in place of the index, or if any other agency
of the United States publishes a comparable index, then the parties shall use
such comparable index to calculate the adjustment in rent.
19.c. The index for the adjustment date shall be computed as a percentage
of the base figure. For example, assuming the base figure on the index date is
110 and the index figure on the adjustment date is 121, the percentage to be
applied is 121/110=100
(Page -9- Office Building Lease)
percent. That percentage shall be applied to the initial net rent for the period
beginning on the adjustment date and continuing until the next adjustment date.
19.d. The index for the adjustment date shall be the one reported in the
U. S. Department of Labor's most comprehensive official index then in use and
most nearly answering the foregoing description of the index to be used. If it
is calculated from a base different from the base period used for the base
figure above, the base figure used for calculating the adjustment percentage
shall first be converted under a formula supplied by the Bureau.
20. RULES AND REGULATIONS. Tenant shall faithfully observe and comply with
the rules and regulations that Landlord shall from time to time promulgate.
Landlord reserves the right from time to time to make all reasonable
modifications to said rules. The additions and modifications to those rules
shall be binding upon Tenant upon delivery of a copy of them to Tenant.
Landlord shall not be responsible to Tenant for the nonperformance of any said
rules by any other tenants or occupants.
21. HOLDING OVER. If Tenant remains in possession of the Premises or any part
thereof after the expiration of the term hereof, with the express consent of
Landlord, such occupancy shall be a tenancy from month to month at a rental in
the amount of $31,030.00 per month, plus all other charges payable hereunder,
and upon all the terms hereof applicable to a month to month tenancy.
22. ENTRY BY LANDLORD. Landlord reserves and shall at any and all times have
the right to enter the Premises, inspect the same, supply janitorial service and
any other service to be provided by Landlord to Tenant hereunder, to submit said
Premises to prospective purchasers or tenants, to post notices of non-
responsibility, and to alter, improve or repair the Premises and any portion of
the Building of which the Premises are a part that Landlord may deem necessary
or desirable, without abatement of rent and may for that purpose erect
scaffolding and other necessary structures where reasonably required by the
character of the work to be performed, always providing that the business of the
Tenant shall not be interfered with unreasonably. Tenant hereby waives any
claim for damages or for any injury or inconvenience to or interference with
Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and
any other loss occasioned thereby. For each of the aforesaid purposes, Landlord
shall at all times have and retain a key with which to unlock all of the doors
in, upon and about the Premises, excluding Tenant's vaults, safes and files, and
Landlord shall have the right to use any and all means which Landlord may deem
proper to open said doors in an emergency, in order to obtain entry to the
Premises without liability to Tenant except for any failure to exercise due care
for Tenant's property. Any entry to the Premises obtained by Landlord by any of
said means, or otherwise shall not under any circumstances be construed or
deemed to be a forcible or unlawful entry into, or detainer of, the Premises, or
an eviction of Tenant from the Premises or any portion thereof.
23. RECONSTRUCTION. In the event the Premises or the Building of which the
Premises are a part are damaged by a fire or other perils covered by extended
coverage insurance, Landlord agrees to forthwith repair the same, and this Lease
shall remain in full force and effect, except that Tenant shall be entitled to a
proportionate reduction of the rent while such repairs are being made, such
proportionate reduction to be based upon the extent to which the making of such
repairs shall materially interfere with the business carried on by the Tenant in
the Premises. If the damage is due to the fault or neglect of Tenant or its
employees, there shall be no abatement of rent.
In the event the Premises or the Building of which the Premises are a part
are damaged as a result of any cause other than the perils covered by fire and
extended coverage insurance, then Landlord shall forthwith repair the same,
provided the extent of the destruction be less than ten percent (10%) of the
then full replacement cost of the Premises or the Building of which the Premises
are a part. In the event the destruction of the Premises or the Building is to
an extent greater than ten percent (10%) of the full replacement cost, then
Landlord shall have the option; (1) to repair or restore such damage, this Lease
continuing in full force and effect, but the rent to be proportionately
(Page -10- Office Building Lease)
reduced as hereinabove in this Article provided; or (2) give notice to Tenant at
any time within sixty (60) days after such damage terminating this Lease as of
the date specified in such notice, which date shall be no less than thirty (30)
and no more than sixty (60) days after the giving of such notice. In the event
of giving such notice, this Lease shall expire and all interest of the Tenant in
the Premises shall terminate on the date so specified in such notice and the
Rent reduced by a proportionate amount, based upon the extent, if any, to which
such damage materially interfered with the business carried on by the Tenant in
the Premises, shall be paid up to date of said termination.
Notwithstanding anything to the contrary contained in this Article,
Landlord shall not have any obligation whatsoever to repair, reconstruct or
restore the Premises when the damage resulting from any casualty covered under
this Article occurs during the last twelve (12) months of the term of this Lease
or any extension thereof.
Landlord shall not be required to repair any injury or damage by fire or
other cause, or make any repairs or replacements of any panels, decoration,
office fixtures, railings, floor covering, partitions, or any other property
installed in the Premises by Tenant.
The Tenant shall not be entitled to any compensation or damages from
Landlord for loss of the use of the whole or any part of the Premises, Tenant's
personal property or any inconvenience or annoyance occasioned by such damage,
repair, reconstruction, or restoration.
24. DEFAULT. The occurrence of any one or more of the following events
shall constitute a default and breach of this Lease by Tenant.
24.a. The vacating or abandonment of the Premises by Tenant.
24.b. The failure by Tenant to make any payment of rent or late charge or
any other payment required to be made by Tenant hereunder, as and when due,
where such failure shall continue for a period of three (3) days after written
notice thereof by Landlord to Tenant.
24.c. The failure by Tenant to observe or perform any of the covenants,
conditions or provisions of Lease to be observed or performed by the Tenant,
other than described in Article 24.b. above, where such failure shall continue
for a period of three (3) days after written notice thereof by Landlord to
Tenant; provided, however, if the nature of Tenant's default is such that more
than three (3) days are reasonably required for its cure, then Tenant shall not
be deemed to be in default if Tenant commences such cure within said three (3)
day period and thereafter diligently prosecutes such cure to completion.
24.d. The making by Tenant of any general assignment of general
arrangement for the benefit of creditors, or the filing by or against Tenant of
a petition to have Tenant adjudged a bankrupt, or a petition or representation
or arrangement under any law relating to bankruptcy (unless in the case of a
petition filed against Tenant, the same is dismissed within sixty (60) days) or
the appointment of a trustee or a receiver to take possession of substantially
all of Tenant's assets located at the Premises or of Tenant's interest in this
Lease, where possession is not restored to Tenant within thirty (30) days, or
the attachment, execution or other judicial seizure of substantially all of
Tenant's assets located at the Premises or of Tenant's interest in this Lease,
where such seizure is not discharged in thirty (30) days.
24.e. The discovery by Landlord that any financial statement given to
Landlord by Tenant, or its successor in interest or by any guarantor of Tenant's
obligation hereunder, was materially false.
25. REMEDIES IN DEFAULT. In the event of any such material default or breach
by Tenant, Landlord may at any time thereafter, with or without notice or demand
and without limiting Landlord in the exercise of a right or remedy which
Landlord may have by reason of such default or breach:
25.a. Terminate Tenant's right to possession of the Premises by any
lawful means in which case this Lease shall terminate and Tenant shall
immediately surrender possession of the Premises to Landlord. In such event
Landlord shall be entitled to recover from Tenant all damages incurred by
Landlord by reason of Tenant's default including, but not limited to, the cost
of recovering possession of the Premises, expenses
(Page -11- Office Building Lease)
of reletting, including necessary renovation and alteration of the Premises,
reasonable attorney's fees, any real estate commission actually paid; the worth
at the time of award by the court having jurisdiction thereof of the amount by
which the unpaid rent for the balance of the term after the time of such award
exceeds the amount of such rental loss for the same period that Tenant proves
could be reasonably avoided; that portion of the leasing commission paid by
Landlord and applicable to the unexpired term of this Lease. Unpaid installments
of rent or other sums shall bear interest from the date due at the rate of ten
percent (10%) per annum. In the event Tenant shall have abandoned the premises,
Landlord shall have the option of (a) taking possession of the Premises and
recovering from Tenant the amount specified in this paragraph, or (b) proceeding
under the provisions of the following Article 25.b.
25.b. Maintain Tenant's right to possession, in which case this Lease
shall continue in effect whether or not Tenant shall have abandoned the
Premises. In such event Landlord shall be entitled to enforce all of Landlord's
rights and remedies under this Lease, including the right to recover the rent as
it becomes due hereunder.
25.c. Pursue any other remedy now or hereafter available to Landlord
under the laws or judicial decision of the State in which the Premises are
located.
26. EMINENT DOMAIN. If more than twenty-five percent (25%) of the Premises
shall be taken or appropriated by any public or quasi-public authority under the
power of eminent domain, either party hereto shall have the right, at its
option, to terminate this Lease, and Landlord shall be entitled to any and all
income, rent, award, or any interest therein whatsoever which may be paid or
made in connection with such public or quasi-public use or purpose, and Tenant
shall have no claim against Landlord for the value of any unexpired term of this
Lease. If either less than or more than twenty-five percent (25%) of the
Premises is taken, and neither party elects to terminate as herein provided, the
rental thereafter to be paid shall be equitably reduced. If any part of the
Building other than the Premises may be so taken or appropriated, Landlord shall
have the right at its option to terminate this Lease and shall be entitled to
the entire award as above provided.
27. ESTOPPEL CERTIFICATE. Tenant shall at any time and from time to time upon
not less than ten (10) days prior written notice from Landlord execute,
acknowledge and deliver to Landlord a statement in writing, (a) certifying that
this Lease is unmodified and in full force and effect (or, if modified, stating
the nature of such modification and certifying that this Lease as so modified,
is in full force and effect), and the date to which the rental and other charges
are paid in advance, if any, and (b) acknowledging that there are not, to
Tenant's knowledge, any uncured defaults on the part of the Landlord hereunder,
or specifying such defaults if any are claimed. Any such statement may be
relied upon by any prospective purchaser or encumbrancer of all or any portion
of the real property of which the Premises are a part.
28. PARKING. Tenant shall have the right to use in common with other
tenants or occupants of the Building the parking facilities of the Building, if
any, subject to the monthly rates, rules and regulations, and any other charges
of Landlord for such parking facilities which may be established or altered by
Landlord at any time or from time to time during the term hereof.
29. AUTHORITY OF PARTIES.
29.a. Corporate Authority. If Tenant is a corporation, each individual
-------------------
executing this Lease on behalf of said corporation represents and warrants that
he is duly authorized to execute and deliver this Lease on behalf of said
corporation, in accordance with a duly adopted resolution of the board of
directors of said corporation or in accordance with the by-laws of said
corporation, and that this Lease is binding upon said corporation in accordance
with its terms.
29.b. Limited Partnerships. If the Landlord herein is a limited
--------------------
partnership, it is understood and agreed that any claims by Tenant on Landlord
shall be limited to the assets of the limited partnership, and furthermore,
Tenant expressly waives any and all
(Page -12- Office Building Lease)
rights to proceed against the individual partners or the officers, directors, or
shareholders of any corporate partner, except to the extent of their interest in
said partnership.
30. GENERAL PROVISIONS.
(i) Plats and Riders. Clauses, plats, and riders, if any, signed by
----------------
the Landlord and the Tenant and endorsed on or affixed to this lease are a part
hereof.
(ii) Waiver. The waiver by Landlord of any term, covenant, or condition
------
herein contained shall not be deemed to be a waiver of such term, covenant or
condition on any subsequent breach of the same or any other term, covenant or
condition herein contained. The subsequent acceptance of rent hereunder by
Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of
any term, covenant, or condition of this Lease, other than the failure of the
Tenant to pay the particular rental so accepted, regardless of Landlord's
knowledge of such preceding breach at the time of the acceptance of such rent.
(iii) Notices. All notices and demands which may or are to be required
-------
or permitted to be given by either party to the other hereunder shall be in
writing. All notices and demands by the Landlord to the Tenant shall be sent by
United States mail, postage prepaid to the Tenant at the Premises, or to such
other place a Tenant may from time to time designate in a notice to the
Landlord. All notices and demands by the Tenant to the Landlord shall be sent by
United States mail, postage prepaid, addressed to the Landlord at the office of
the Building, or to such other person or place as the Landlord may from time to
time designate in a notice to the Tenant.
(iv) Joint Obligation. If there be more than one Tenant, the
----------------
obligations hereunder imposed upon Tenants shall be joint and several.
(v) Marginal Headings. The marginal headings and Article titles to the
-----------------
Articles of this Lease are not a part of this Lease and shall have no effect
upon the construction or interpretation of any part hereof.
(vi) Time. Time is of the essence of this Lease and each and all of its
----
provisions in which performance is a factor.
(vii) Successors and Assigns. The covenants and conditions herein
----------------------
contained, subject to the provisions as to assignment, apply to and bind the
heirs, successors, executors, administrators and assigns of the parties hereto.
(viii) Recordation. Neither Landlord nor Tenant shall record this Lease
-----------
or a short form memorandum hereof without the prior written consent of the other
party.
(ix) Quiet Possession. Upon Tenant paying the rent reserved hereunder
----------------
and observing and performing all of the covenants, conditions and provisions on
Tenant's part to be observed and performed hereunder, Tenant shall have quiet
possession of the Premises for the entire term hereof, subject to all the
provisions of this Lease.
(x) Late Charges. Tenant hereby acknowledges that late payment by
------------
Tenant to Landlord of rent or other sums due hereunder will cause Landlord to
incur costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed upon
the Landlord by terms of any mortgage or trust deed covering the Premises.
Accordingly, if any installment of rent or of a sum due from Tenant shall not be
received by Landlord or Landlord's designee within ten (10) days after the due
date, then Tenant shall pay to Landlord a late charge equal to ten percent (10%)
of such overdue amount. The parties hereby agree that such late charges
represent a fair and reasonable estimate of the cost that Landlord will incur by
reason of the late payment by Tenant. Acceptance of such late charges by the
Landlord shall in no event constitute a waiver of Tenant's default with respect
to such overdue amount, nor prevent Landlord from exercising any of the other
rights and remedies granted hereunder.
(xi) Incorporation of Prior Agreements; Amendments. This Lease contains
---------------------------------------------
all agreements of the parties with respect to any matter mentioned herein. No
prior or contemporaneous agreement or understanding pertaining to any such
matter shall be effective. This Lease may be modified in writing only, signed
by the parties in interest at the time of the modification. Except as otherwise
stated in this Lease, Lessee hereby acknowledges that neither a real estate
broker nor any cooperating broker on this transaction nor the Landlord or any
employee or agents or any of said persons has made any oral or written
warranties or representations to Tenant relative to the condition or use
(Page -13- Office Building Lease)
by Tenant of the Premises or the Building and Tenant acknowledges that Tenant
assumes all responsibility regarding the Occupational Safety Health Act, the
legal use and adaptability of the Premises and the compliance thereof with all
applicable laws and regulations in effect during the term of this Lease.
(xii) Credits to Tenant's Account. Landlord shall promptly credit
---------------------------
Tenant's account for all payments received from Tenant. Such payments shall be
first credited to those sums due under this Lease Agreement, including but not
limited to, base rent, operating expenses, late charges, attorney's fees,
returned check fees, which were incurred earliest in time (oldest chargeable
items). Nothing in this paragraph (including Landlord's acceptance of a partial
payment on account balance) shall be construed nor constitute a waiver by
Landlord of any provision hereof or of any subsequent breach by Tenant of the
same or other provision.
(xiii) Inability to Perform. This Lease and the obligations of the
--------------------
Tenant hereunder shall not be affected or impaired because the Landlord is
unable to fulfill any of its obligations hereunder or is delayed in doing so, if
such inability or delay is caused by reason of strike, labor troubles, acts of
God, or any other cause beyond the reasonable control of the Landlord.
(xiv) Attorney's Fees. If either party or the broker(s) named herein
---------------
bring an action to enforce the terms hereof or declare rights hereunder, the
prevailing party in such action, trial or appeal thereon shall be entitled to
his reasonable attorney's fees to be paid by the losing party as fixed by the
court in the same or a separate suit, and whether or not such action is pursued
to decision or judgment. The provisions of this paragraph shall inure to the
benefit of the broker named herein who seeks to enforce a right hereunder. The
attorney's fee award shall not be computed in accordance with any court fee
schedule, but shall be such as to fully reimburse all attorney's reasonably
incurred in good faith. Landlord shall be entitled to reasonable attorney's
fees and all other costs and expenses incurred in the preparation and service of
Notice of Default and consultations in connection therewith whether or not a
legal transaction is subsequently commenced in connection with such default.
(xv) Sale of Premises by Landlord. In the event of any sale of the
----------------------------
Building, Landlord shall be and is hereby entirely freed and relieved of all
liability under any and all of its covenants and obligations contained in or
derived from this Lease arising out of any act, occurrence or omission occurring
after the consummation of such sale; and the purchaser, at such sale or any
subsequent sale of the Premises shall be deemed, without any further agreement
between the parties or their successors in interest or between the parties and
any such purchaser, to have assumed and agreed to carry out any and all of the
covenants and obligations of the Landlord under this Lease.
(xvi) Subordination, Attornment. Upon request of the Landlord, Tenant
-------------------------
will in writing subordinate its rights hereunder to the lien of any first
mortgage, or first deed of trust to any bank, insurance company or other lending
institution, now or hereafter in force against the land and Building of which
the Premises are a part, and upon any building hereafter placed upon the land of
which the Premises are a part, and to all advances made or hereafter to be made
upon the security thereof.
In the event any proceedings are brought for foreclosure, or in the event
of the exercise of the power of sale under any mortgage or deed of trust made by
Landlord covering the Premises, the Tenant shall attorn to the purchaser upon
any such foreclosure or sale and recognize such purchaser as the Landlord under
this Lease.
The provisions of this Article to the contrary notwithstanding, and so
long as Tenant is not in default hereunder, this Lease shall remain in full
force and effect for the full term hereof.
(xvii) Name. Tenant shall not use the name of the Building or of the
----
development in which the Building is situated for any purpose other than as an
address of the business to be conducted by the Tenant in the Premises.
(xviii) Separability. Any provision of this Lease which shall prove to be
------------
invalid, void or illegal shall in no way affect, impair or invalidate any other
provision hereof and such other provision shall remain in full force and effect.
(xix) Cumulative Remedies. No remedy or election hereunder shall be
-------------------
deemed exclusive but shall, wherever possible, be cumulative with all other
remedies at law or in equity.
(Page -14- Office Building Lease)
(xx) Choice of Law. This Lease shall be governed by the laws of the
-------------
State of California.
(xxi) 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.
(xxii) Additional Rent. All monetary obligations of Tenant to Landlord
---------------
under the terms of this Lease, including but not limited to, Tenant's share of
operating expense increase and any other expenses payable by Tenant hereunder
shall be deemed to be rent.
(xxiii) Jury Trial Waiver. Landlord and Tenant hereby waive their
-----------------
respective right to trial by jury of any cause of action, claim, counter-claim
or cross-complaint in any action, proceeding and/or hearing brought by either
Landlord against Tenant or Tenant against Landlord on any matter whatsoever
arising out of, or in any way connected with, this Lease, the relationship of
Landlord and Tenant, Tenant's use or occupancy of the premises, or any claim of
injury or damage, or the enforcement of any remedy under any law, statute, or
regulation, emergency or otherwise, now or hereafter in effect.
31. BROKERS. Tenant warrants that it has had no dealing with any real estate
broker or agents in connection with the negotiation of this Lease excepting only
NONE and it knows of no other real estate broker or agent who is entitled to a
----
commission in connection with this Lease.
32. RENTAL AGREEMENT. Rent to be paid by the first of the month and shall be
considered late by the tenth (10th) day of the month. Check should be made
payable to VASONA DEVELOPMENT COMPANY. Send payment to: General Development
--------------------------
Company, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 00, Xxx Xxxxx, XX 00000
33. PAYMENTS DUE UPON POSSESSION.
Security Deposit $25,072.24
----------
Rent $23,272.50
----------
Sign 0.00
----------
Other 0.00
----------
Total $48,345.00
----------
34. ACCOUNTABILITY FOR SECURITY DEPOSIT. Tenant hereby agrees not to look to
the mortgagee, as mortgagee, mortgagee in possession, or successor in title to
the property, for accountability for any security deposit required by the
Landlord hereunder, unless said sums have actually been received by said
mortgagee as security for the Tenant's performance of this Lease.
35. HAZARDOUS WASTE. Tenant shall at Tenant's own cost and expense comply
with all statutes, ordinances, regulations and requirements of all governmental
entities, both federal and state and county or municipal, relating to the use,
storage, handling, clean-up, removal and disposal of hazardous wastes or
substances. The term "hazardous wastes or substances" is used in this section
in its very broadest sense and includes, but is not limited to, petroleum base
products, paints and solvents, lead, cyanide, DDT, printing inks, acids,
pesticides, ammonium compounds, asbestos, PCB and other chemical products.
If hazardous wastes or substances have been, or are going to be used,
stored, handled or disposed of on the property, or if the property has or may
have underground storage tanks, Tenant shall at Tenant's own cost and expense,
obtain legal and technical advise to determine what permits and approvals have
been or may be required, the estimated costs, and expense associated with the
use, storage, handling, clean-up, removal or disposal of the hazardous wastes or
substances. Thereupon, Tenant shall be responsible for the cost and expense of
obtaining any and all required permits and approvals, and the cost and expense
associated with the use, storage, handling, clean-up, removal or disposal of the
hazardous wastes or substances.
Should a hazardous waste release occur upon said property or any portion
of said property in violation of any of the aforementioned statutes, ordinances,
regulations or
(Page -15- Office Building Lease)
requirements, Tenant shall at Tenant's own expense clean-up said property and
restore said property to the same condition it was prior to such release. During
such clean-up and restoration, this Lease shall remain in full force and effect
and the rent payable under this Lease shall not be abated in any way or to any
extent.
36. TENANT IMPROVEMENTS. Landlord shall provide, at Landlord's sole expense,
tenant improvements per the attached Exhibit "A" with minor changes to this plan
to be mutually agreed upon by Landlord and Tenant, final finishes to be Building
Standard. Landlord shall repair or replace all damaged ceiling tiles, re-paint
all painted surfaces as required by Tenant, and clean carpet and interior
partition glass throughout the entire premises. At such time that the use for
the area designated as "A" on Exhibit "A" changes from a shipping and receiving
to general office use, the Landlord will re-carpet and re-paint area "A" and
convert the exterior wooden doors to glass
37. RENT SCHEDULE. The full service monthly rent shall be:
Months 1 through 12 $23,272.50 $1.50/s.f.
Months 13 through 24 $24,358.55 $1.57/s.f.
Months 25 through 36 $25,134.30 $1.62/s.f.
Months 37 through 48 $25,910.05 $1.67/s.f.
Months 49 through 60 $26,685.80 $1.72/s.f.
Through end of term $26,685.80 $1.72/s.f.
38. RIGHT OF FIRST NOTICE. Landlord hereby grants to Tenant a Right of First
Notice on the following terms and conditions:
(a) Landlord shall give Tenant notice in writing in the event Landlord
receives an offer to lease acceptable to Landlord on space within
Buildings A, C, and D. Tenant shall advise Landlord within five
working days of the delivery of notice of its acceptance or rejection
of the space. Absence of a response from Tenant shall be deemed
rejection of the space.
(b) This First Notice is personal to Tenant and may not be assigned either
together with an assignment of the Lease or separate from the Lease,
except as permitted under Paragraph 13 of the Lease.
(c) All terms and conditions, including rent, of the First Notice space
shall be as agreed upon by Tenant and Landlord.
39. OPTION TO EXTEND. Provided that Tenant is not then in default hereunder,
it shall have the option, by written notice to Landlord given not later than six
(6) months prior to the expiration of the lease term, to extend the term of the
lease for five (5) years. The monthly rent payable during such extended term
shall be at the then fair market rental rate for similar properties.
40. SIGNAGE. Landlord shall provide corporate identity signage at the front
of Building B and directional signage between Building's B and C to be mutually
agreed upon by Landlord and Tenant.
41. HEATING, VENTILATING, AIR CONDITIONING HOURS OF OPERATION AND AFTER HOURS
USE. Landlord shall furnish heating, ventilating, and air conditioning (HVAC)
from 5:00 A.M. to 7:00 P.M. Monday through Friday, holidays excepted. In the
event Tenant requires HVAC use during off hours, Landlord shall provide such
services billing Tenant at the rate of $25.00 per hour.
The Parties hereto have executed this Lease at the place and on the dates
specified immediately adjacent to their respective signatures.
(Page -16- Office Building Lease)
If this Lease has been filled in, it has been prepared for submission to
your attorney for his approval. No representation or recommendation is made by
the real estate broker or its agents or employees as to the legal sufficiency,
legal effect, or tax consequences of this Lease or the transactions relating
thereto.
Address: 000 Xxxxxxxxxx Xxx., S. 12 VASONA DEVELOPMENT COMPANY,
Xxx Xxxxx, XX 00000 a California Limited Partnership
By:___________________________________
General Development Company,
a California General Partnership,
Xxxx X. Xxxxxx, General Partner
Date
"LANDLORD"
Address: 000 Xxxxxxxxxx Xxx.,Xxxx. X, XXXXXXXX SOFT TEACH, INC.,
Xxx Xxxxx, XX 00000 a California Corporation
BY:___________________________________
Xxxx Xxxxxxxx, Vice President
Date
"TENANT"
(Page -17- Office Building Lease)
RULES & REGULATIONS
-------------------
1. No sign, placard, picture, advertisement, name or notice shall be
inscribed, displayed, or printed or affixed on or to any part of the outside or
inside of the Building without the written consent of the Landlord first had and
obtained and Landlord shall have the right to remove any such sign, placard,
picture, advertisement, name or notice without notice to and at the expense of
Tenant.
All approved signs or lettering on doors shall be printed, painted,
affixed or inscribed at the expense of Tenant by a person approved of by
Landlord.
Tenant shall not place anything or allow anything to be placed near the
glass of any window, door, partition or wall which may appear unsightly from
outside the Premises; provided, however, that Landlord may furnish and install a
Building standard window covering at all exterior windows. Tenant shall not
without prior written consent of Landlord cause or otherwise sunscreen any
window.
2. The sidewalks, halls, passages, exits, entrances, elevators and stairways
shall not be obstructed by any of the tenants or used by them for any purpose
other than for ingress and egress from their respective Premises.
3. Tenant shall not alter any lock or install any new or additional locks or
any bolts on any doors or windows of the Premises.
4. The toilet rooms, urinals, wash bowls and other apparatus shall not be
used for any purpose other than that for which they were constructed and no
foreign substance of any kind whatsoever shall be thrown therein and the expense
of any breakage, stoppage or damage resulting from the violation of this rule
shall be borne by the Tenant who, or whose employees or invitees shall have
caused it.
5. Tenant shall not overload the floor of the Premises or in any way deface
the Premises or any part thereof.
6. No furniture, freight or equipment of any kind shall be brought in the
Building without the prior notice to Landlord and all moving of the same into or
out of the Building shall be done in such manner as Landlord shall designate.
Landlord shall have the right to prescribe the weight, size and position of all
safes and other heavy equipment brought into the Building and also the times and
manner of moving the same in and out of the Building. Safes or other heavy
objects shall, if considered necessary by Landlord, stand on supports of such
thickness as is necessary to properly distribute the weight. Landlord will not
be responsible for loss of or damage to any such safe or property from any cause
and all damage done to the Building by moving or maintaining any such safe or
other property shall be repaired at the expense of Tenant.
7. Tenant shall not use, keep or permit to be used or kept any foul or
noxious gas or substance in the Premises, or permit or suffer the Premises to be
occupied or used in a manner offensive or objectionable to the Landlord or other
occupants of the Building by reason or noise, odors and/or vibrations, or
interfere in any way with other tenants or those having business therein, nor
shall any animals or birds be brought in or kept in or about the Premises or the
Building.
8. No cooking shall be done or permitted by any Tenant on the Premises, nor
shall the Premises be used for the storage of merchandise, for washing clothes,
for lodging, or for any improper, objectionable or immoral purposes.
(Page -18- Office Building Lease)
9. Tenant shall not use or keep in the Premises of the Building any kerosene,
gasoline, or inflammable or combustible fluid or material, or use any method of
heating or air conditioning other than that supplied by the Landlord.
10. Landlord will direct electricians as to where and how telephone and
telegraph wires are to be introduced. No boring or cutting for wires will be
allowed without the consent of the Landlord. The locations of telephones, call
boxes and other office equipment affixed to the Premises shall be subject to the
approval of Landlord.
11. On Saturdays, Sundays, and legal holidays, and on other days between the
hours of 6:00 PM and 8:00 AM the following day, access to the Building, or to
the halls, corridors, elevators or stairways in the Building, or to the Premises
may be refused unless the person seeking access is known to the person or
employee of the Building in charge and has a pass or is properly identified.
The Landlord shall in no case be liable for damages for any error with regard to
admission to or exclusion from the Building of any person. In case of invasion,
mob, riot, public excitement, or other commotion, the Landlord reserves the
right to prevent access to the Building during the continuance of the same by
closing of the doors or otherwise, for the safety of the tenants and protection
of property in the Building and the Building.
12. Landlord reserves the right to exclude or expel from the Building any
person who, in the judgment of Landlord, is intoxicated or under the influence
of liquor or drugs, or who shall in any manner do any act in violation of any of
the rules and regulations of the Building.
13. No vending machine or machines of any description shall be installed,
maintained or operated upon the Premises without the written consent of the
Landlord.
14. 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.
15. Tenant shall not disturb, solicit, or canvass any occupant of the Building
and shall cooperate to prevent the same.
16. Without the written consent of Landlord, Tenant shall not use the name of
the Building in connection with or in promoting or advertising the business of
Tenant except as Tenant's address.
17. 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.
18. All entrance doors in the Premises shall be left locked when the Premises
are not in use, and all doors opening to public corridors shall be kept closed
except for normal ingress and egress from the Premises.
(Page -19- Office Building Lease)
