Exhibit 10.12
SUBLEASE AGREEMENT
This Sublease is made on April 1, 1996, 1995, between XIOX Corporation
("Sublessor"), whose address is 000 Xxxxxxx Xxxx., Xxxxx 000, Xxxxxxxxxx, XX
00000, and XX Xxxxx and Liability Company, a California Corporation
(Sublessee"), whose address is 000 Xxxxxxx Xxxx., Xxxxxxxxxx, XX 00000, and Bay
Park Plaza Associates, L.P. ("Landlord").
Recitals. This Sublease is made with reference to the following facts and
objectives:
a. Sublessor entered into that certain office lease dated March 20, 1986 and
amended on October 24, 1990, and May 31, 1994 ("Master Lease") with Bay Park
Plaza Associates, L.P., ("Landlord") for certain premises consisting of
approximately 13,168 square feet ("original premises") commonly known as 000
Xxxxxxx Xxxx., Xxxxx 000 Xxxxxxxxxx, XX 00000, as more particularly described in
the Master Lease. A copy of the Master Lease is attached hereto as Exhibit A and
made a part hereof.
b. Sublessor (XIOX Corporation) desires to sublease to Sublessee (XX Xxxxx
Compensation and Liability Company, a California Corporation) and Sublessee
desires to sublease from Sublessor a portion of the original premises now called
"Premises" as defined in Section 1. below under the terms and conditions set
forth herein.
Now, therefore, Sublessor and Sublessee agree as follows:
1. Premises: Sublessor leases to Sublessee and Sublessee from said Sublessor the
following described premises together with the appurtenances, situated in the
City of Burlingame, County of San Mateo, State of California commonly known as
Bay Park Plaza Office Building, consisting of approximately 4,339 square feet on
the seventh floor, Suite 700 as more particularly set forth in Exhibit B
("Premises"). Sublessee shall take Premises in an "As-is" excepting normal wear
and tear, broom clean, professional appearing condition. Sublessor makes no
representations or warranties of any kind with respect to the improvements, or
physical conditions on, or bearing on, the use of the Premises. Sublessee shall
rely solely on Sublessee's own inspection and examination of such items and not
on any representations of Sublessor, whether expressed or implied. Landlord
shall consent to this Sublease by its execution hereof. This Sublease shall take
effect on April 1, 1996, and Sublessor shall give possession of the Premises to
Sublessee on that date. In the event that Landlord fails to execute this
Sublease as evidence of its consent, this Sublease shall be of no force and
effect and neither party shall have any obligation to each other.
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Sublessee further agrees to return the premises to the Sublessor in the
same condition as Sublessee took possession of Premises including but not
limited to any modifications to cabling, wiring, network configurations, and
other areas within the Premises. Any such modifications by Sublessee must have
the prior written approval of Sublessor and Landlord.
2. Rental: Sublessee shall pay to Sublessor without deduction, off set, prior
notice or demand, as rental the sums per rentable square foot, per month for the
Premises (as defined in paragraph 1):
April 01, 1996 through November 14, 1996 = $1.42
November 15, 1996 - July 31, 1997 = $1.585
August 01, 1997 - April 23, 1998 = $1.67
Rent shall be paid on the first (1st) day of each month in lawful money
of the United States of America, commencing on the 1st day of April, 1996, and
continuing throughout the balance of the term. Monthly rental for any particular
month shall be prorated at the rate of 1/30th of the monthly rental per day.
Rent shall be paid in currency of the United States of America to Sublessor at
000 Xxxxxxx Xxxx., Xxxxx 000, Xxxxxxxxxx, XX 00000 or at such other place or
places as Sublessor may from time to time direct.
3. Operating Expenses: Sublessee shall pay to Sublessor Sublessee's prorate
share of Sublessor's operating expense increases as defined in Section 8 of the
Master Lease, beginning November 15, 1996 through the remaining term of the
lease. Such expenses will be separately billed to Sublessee by Sublessor.
4. Prepaid Rent: Security Deposit: Receipt of $6,161.38 is hereby acknowledged
for rental for the first month, and the additional amount of $6,877.32 as
security deposit for the faithful performance of this Sublease as a security
deposit. In the event Sublessee has performed all of the terms and conditions of
this Sublease throughout the term, upon Sublessee vacating the Premises, the
amount paid shall be returned to Sublessee after first deducting any sums owing
to Sublessor.
5. Term: The term of this Sublease shall be for a period of twenty-four (24)
months and twenty-three (23) days commencing on the 1st day of April, 1996 and
ending on the 23rd day of April, 1998.
6. Use: Sublessee shall use the Premises for general office purposes and for no
other purpose. No shipping or receiving function shall be allowed.
Sublessee's business shall be established and conducted throughout the
term hereof in a first class manner. Sublessee shall not use the Premises for,
or carry on, or permit to be carried on, any offensive, noisy or dangerous
trade, business,
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manufacture or occupation nor permit any auction sale to be held or conducted on
or about the Premises. Sublessee shall not do or suffer anything to be done upon
the Premises which will cause structural injury to the premises or the building
of which the same form a part. The Premises shall not be overloaded and no
machinery, apparatus or other appliance shall be used or operated upon the
Premises made of the Premises which will in any way impair the efficient
operation of the sprinkler system (if any) within the building containing the
Premises. Sublessee shall not leave the Premises unoccupied or vacant during the
term. No musical instrument of any sort, or any noise making device will be
operated or allowed upon the premises for the purpose of attracting trade or
otherwise. Sublessee shall not use or permit the use of the Premises or any part
thereof for any purpose which will increase the existing rate of insurance upon
the building in which the Premises are located, or cause a cancellation of any
insurance policy covering the building or any part thereof. If any act on the
part of Sublessee or use of the premises shall cause directly or indirectly, any
increase of Sublessor's insurance expense, said additional expense shall be paid
by Sublessee or Sublessor upon demand. No such payment by Sublessee shall limit
Sublessor in the exercise of any other rights or remedies, or constitute a
waiver of Sublessor's right to require Sublessee to discontinue such act or use.
7. Sublessor's Liability: Sublessor shall remain liable for the performance of
the provisions of the Master Lease.
8. Sublessee to Hold Sublessor Harmless: Sublessor warrants that as of the
commencement date of this Sublease, there will be no uncured default under the
Master Lease. If Sublessee defaults under this Sublease or causes a breach or
default the Master Lease, Sublessee shall indemnify, defend, protect and hold
Sublessor harmless from and against any and all damages, liabilities, costs and
expenses (including without limitation reasonable attorney's fees) resulting
from Sublessee's default or breach. If Sublessee defaults in its obligations
under this Sublease or causes a breach or default under the Master Lease, and
Sublessor elects, in its sole discretion, to pay rent to Landlord or fulfill any
of Sublessee's other obligations in order to prevent Sublessee from being in
default, Sublessee immediately shall reimburse Sublessor for the amount of rent
or costs incurred by Sublessor in fulfilling Sublessee's obligations under this
Sublease, together with interest on those sums at the rate of nine percent ( 9%)
per annum, or the highest legal rate.
9. Amendment of Sublease: Sublessee and Sublessor shall not enter into any
agreement that amends the Sublease without such amendment being in writing and
being signed by Sublessor and Sublessee, and Landlord. Any agreement in
violation of this provision shall have no force or effect on Sublessor.
10. Miscellaneous:
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a. Attorney's Fees: If any party commences an action against any of the parties
arising out of or in connection with the Sublease, the prevailing party or
parties shall be entitled to recover from the losing party or parties reasonable
attorney's fees and cost of suit.
b. Notice: Any notice, demand, consent, approval or communication that either
party desires or is required to give to the other party or other person shall be
in writing and either served personally or sent by prepaid, first-class mail.
Any notice, demand, request, consent, approval, or communication that either
party desires or is required to give to the other party shall be addressed to
the other party at the address set forth in the introductory paragraph of this
Sublease. Either party may change its address by notifying the other party of
the change of address. Notice shall be deemed communicated within 72 hours from
the time of mailing, if mailed as provided in this paragraph.
c. This Sublease shall be subject to all of the terms, covenants and conditions
of the Master Lease. In addition to Sublessee's obligations under this Sublease,
Sublessee agrees to perform all of Sublessor's covenants, conditions and
obligations under the Master Lease relating the Premises and accruing or arising
during the term of this Sublease in the manner and within the time required
under the Master Lease, except for covenants, conditions and obligations which
Sublease is unable to perform because Sublessor is specifically required to
perform them under the Master Lease; provided, however, that in no event shall
Sublessee have the right to exercise any of Sublessor's rights or options under
the Master Lease, including , without limitation, any options to extend the
Master Lease term or to lease additional space. Sublessee shall not commit or
permit to be committed any act or omission which shall violate any terms,
convenience or conditions of the Master Lease. The Sublease shall automatically
terminate if the Master Lease is terminated. Sublessor shall have no liability
to Sublessee for any termination of this Sublease or any other matters as a
result of the termination of this Sublease if the Master Lease is terminated for
any reason.
d. Sublessor hereby agrees to immediately notify Sublessee of any and all
defaults by Sublessor in the Master Lease. Sublessee shall have the right to
cure any such default, so as to keep the Master Lease in force, without cost to
Sublessor.
e. Sublessee shall upon Lease execution hereof, pay to Interbay Leasing a
brokerage fee equal to $ 3,688.15 and a brokerage fee equal to $ 3,688.15 to BT
Commercial Real Estate.
f. Except for the following paragraphs contained in the Master Lease:
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2nd Amendment to Lease: Xxxxxxxxxx 0, 0, 0, 0, 0, 0. 0xx Amendment to Lease: 1,
2, 3, 4, 5, 7, 8, 10, 11, Exhibit B. Master Lease: 1, 2.1, 2.5, 3, 4, 5.1, 5.2,
18.8, Lease Rider paragraphs 19, 20, 21, 22, 24, 25, 26, 27, Exhibit A, Exhibit
C, Exhibit D, Exhibit E, Exhibit F, Exhibit H, Exhibit I, which are hereby
deleted, the terms, covenants, and conditions of the Master Lease are hereby
incorporated by reference hereto and shall constitute the terms, covenants, and
conditions of this sublease. For purposes of each party's obligations, rights,
and remedies, each reference to "Landlord" in such incorporated language of the
Master Lease shall be deemed to refer to XIOX Corporation ("Sublessor") and each
reference to Tenant shall be deemed to refer to XX Xxxxx Compensation and
Liability Company, a California Corporation ("Sublessee").
AGREES AND ACCEPTED;
Landlord
Bay Park Plaza Associates, L.P.
___________________________________
___________________________________
___________________________________
By:________________________________
Its:_______________________________
Date:______________________________
Sublessor: Sublessee:
XIOX Corporation XX Xxxxx Compensation
a California Corporation and Liability Company,
________________________________ ___________________________________
________________________________ ___________________________________
________________________________ ___________________________________
By: Xxxxxxx X. Xxxx Xxxxx X. Xxxxxxx
------------------------------ -----------------------------------
Its: Vice President of Finance/CFO Its: Executive Vice President
------------------------------ -----------------------------------
Date: April 10, 1996 Date: April 10, 1996
------------------------------ -----------------------------------
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FURNITURE LEASE AGREEMENT
This Furniture Lease Agreement is made on April 1, 1996, between XIOX
Corporation ("Lessor"), whose address is 000 Xxxxxxx Xxxx., Xxxxx 000,
Xxxxxxxxxx, XX 00000, and X. X. Xxxxx Compensation & Liability Insurance
Company, ("Lessee"), whose address is 000 Xxxxxxx Xxxx., Xxxxx 000, Xxxxxxxxxx,
XX 00000.
Recitals. This Furniture Lease Agreement is made with reference to the following
facts and objective:
a. Lessor (XIOX Corporation) entered into that certain office Sublease dated
Xxxxx 0, 0000 xxxx, Xxxxxx (X. X. Xxxxx Compensation & Liability Insurance
Company) and Bay Park Plaza Associates, L.P. (Landlord) for certain premises
consisting of 4,339 square feet commonly known as 000 Xxxxxxx Xxxx., Xxxxx 000,
Xxxxxxxxxx, XX 00000, as more particularly described in the Sublease Agreement.
A copy of the Sublease Agreement is attached hereto as Exhibit A and made a part
hereof.
x. Xxxxxx (XIOX Corporation) desires to lease to Lessee ( X. X. Xxxxx
Compensation & Liability Insurance Company) and Lessee desires to lease from
Lessor the "Furniture" as defined below under the terms and conditions set forth
herein.
Now, therefore, Lessor and Lessee agree as follows:
Furniture: Lessor leases to Lessee and Lessee from said Lessor the following
described furniture situated within the Premises as defined in Paragraph 1 of
the Sublease Agreement (Exhibit A).
- Twenty-six assembled office cubicles including desks
- Thirty-one chairs
- One stand-alone desk
- Two stand-alone circular tables
- One Xxxxxx copy machine
Lessee shall take Furniture in an "As-is" excepting normal wear and tear, broom
clean, professional appearing condition. Lessor makes no representations or
warranties of any kind with respect to the improvements, or physical conditions
on, or bearing on, the use of the Furniture. Lessee shall rely solely on
Lessee's own inspection and examination of such items and not on any
representations of Lessor, whether expressed or implied. This Furniture Lease
shall take effect on April 1, 1996, and Lessor shall give possession of the
Furniture to Lessee on that date.
Lessee further agrees to return the furniture to the Lessor in the same
condition, excepting normal wear and tear, as Lessee took possession of said
furniture.
2. Rental: Lessee shall pay to Lessor without deduction, off set, prior notice
or demand, as rental the sum of $0.18 per rentable square foot per month of the
Premises defined in Paragraph 1 of Sublease Agreement (Exhibit A) upon
commencement of the Sublease and continuing through the end of its term. The
duration of this Furniture
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Lease shall be coterminous with the duration of the Sublease, and the rentable
square footage of the Premises for purposes of this Furniture Lease shall not
exceed 4,339 square feet. Rent shall be paid on the first (1st) day of each
month in lawful money of the United States of America, commencing on the first
day of the Sublease term and continuing on the 15th day of each calendar month
throughout the balance of the term. Monthly rental for any particular month
shall be prorated at the rate of 1/30th of the monthly rental per day. Rent
shall be paid in currency of the United Stated of America to Lessor at 000
Xxxxxxx Xxxx., Xxxxx 000, Xxxxxxxxxx, XX 00000 or at such other place or places
as Lessor may from time to time direct.
3. Prepaid Rent: Security Deposit: Receipt of $781.02 is hereby acknowledged for
rental for the first month, and the additional amount of $781.02 as security
deposit for the faithful performance of this Furniture Lease as a security
deposit. In the event Lessee has performed all of the terms and conditions of
this Furniture Lease throughout the term, upon Lessee returning the Furniture,
the amount paid shall be returned to Lessee after first deducting any sums owing
to Lessor.
4. Term: The term of this Furniture Lease shall be coterminous with the Sublease
(Exhibit A).
5. Use: Lessee shall use the Furniture for general office purposes and for no
other purpose.
6. Amendment of Furniture Lease: Lessee and Lessor shall not enter into any
agreement that amends the Furniture Lease without such amendment being in
writing and being signed by Lessor and Lessee. Any agreement in violation of
this provision shall have no force or effect on Lessor.
7. Miscellaneous:
This Furniture Lease shall be subject to all of the terms, convenience
and conditions of the Sublease Agreement. (Exhibit A).
8. Lessor's Warranty:
Lessor warrants that it is the sole owner of the Furniture, that is has
complete authority to lease the Furniture to Lessee, and that no other person or
entity has any ownership interest or claim thereto which would in any way
interfere with Lessee's full use and enjoyment of the Furniture during the
duration of this Furniture Lease.
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AGREES AND ACCEPTED:
Lessor: Lessee:
XIOX Corporation X. X. Xxxxx Compensation &
Liability Insurance Company
-------------------------------------- --------------------------------
By: Xxxxxxx X. Xxxx By: Xxxxx X. Xxxxxxx
----------------------------------- -----------------------------
Its: Vice President of Finance/CFO Its: Executive Vice President
---------------------------------- ----------------------------
Date: April 10, 1997 Date: April 10, 1997
--------------------------------- --------------------------
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