California-Berkeley-2560 Ninth Street Lease - Parker Associates and Ask Jeeves Inc.
BASIC LEASE INFORMATION
OFFICE LEASE
Lease Date: January 26, 1999
Landlord: Parker Associates
Address of Landlord: 2560 Ninth Street, Suite 117
Berkeley, California 94710
Tenant: Ask Jeeves, Inc.
Address of Tenant: 918 Parker
Contact: Vera Leo Telephone: 649-2183
Premises: Suite 219 in Parker Plaza
2560 Ninth Street
Berkeley, California
Scheduled Term Commencement Date: February 1, 1999
Scheduled Length of Term: 1 year
Scheduled Term Expiration Date: January 31, 2000
Rent:
Base Rent $ 5265.00/month
Estimated
Basic Operating Costs $ _______/month
Total Rent $ _______/month
Security Deposit and Last Month's Rent: $ 7897.50
Tenant's Proportionate Share:
Permitted Use: General Office
Occupancy Density: N/A
The foregoing Basic Lease Information is incorporated in to and made a part of
this Lease. Each reference in this Lease to any of the Basic Lease Information
shall mean the respective information above set forth and shall be construed to
incorporate all of the terms provided under the particular Lease paragraph
pertaining to such information. In the event of any conflict between the Basic
Lease Information and the Lease, the latter shall control.
LANDLORD: Parker Associates TENANT: Ask Jeeves, Inc.
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By /s/ Michael Horowitz By /s/ Robert Wrubel
-------------------------------- -------------------------------
Its General Partner Its President
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Date: Date:
2/2/99 2/1/99
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LEASE
TABLE OF CONTENTS
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Page
1. Premises. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2. Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3. Term and Possession . . . . . . . . . . . . . . . . . . . . . . . 3
4. Rent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5. Restrictions On Use . . . . . . . . . . . . . . . . . . . . . . . 3
6. Compliance With Laws. . . . . . . . . . . . . . . . . . . . . . . 3
7. Alterations . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
8. Repairs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
9. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
10. Assignment And Subletting . . . . . . . . . . . . . . . . . . . . 4
11. Insurance And Indemnification . . . . . . . . . . . . . . . . . . 4
12. Waiver Of Subrogation . . . . . . . . . . . . . . . . . . . . . . 5
13. Service And Utilities . . . . . . . . . . . . . . . . . . . . . . 5
14. Estoppel Certificate. . . . . . . . . . . . . . . . . . . . . . . 5
15. Security Deposit. . . . . . . . . . . . . . . . . . . . . . . . . 6
16. Substitution. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
17. Holding Over. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
18. Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . 6
19. Rules And Regulations . . . . . . . . . . . . . . . . . . . . . . 6
20. Re-Entry By Landlord. . . . . . . . . . . . . . . . . . . . . . . 6
21. Default By Tenant . . . . . . . . . . . . . . . . . . . . . . . . 6
22. Damage By Fire, Etc.. . . . . . . . . . . . . . . . . . . . . . . 7
23. Eminent Domain. . . . . . . . . . . . . . . . . . . . . . . . . . 8
24. Sale By Landlord And Tenant's Remedies. . . . . . . . . . . . . . 8
25. Right Of Landlord To Perform. . . . . . . . . . . . . . . . . . . 8
26. Surrender Of Premises . . . . . . . . . . . . . . . . . . . . . . 8
27. Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
28. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
29. Rental Adjustments. . . . . . . . . . . . . . . . . . . . . . . . 9
30. Taxes Payable By Tenant . . . . . . . . . . . . . . . . . . . . . 10
31. Successors And Assigns. . . . . . . . . . . . . . . . . . . . . . 10
32. Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . . . . . 10
33. Light And Air . . . . . . . . . . . . . . . . . . . . . . . . . . 10
34. Public Transportation Information . . . . . . . . . . . . . . . . 10
35. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . 10
36. Lease Effective Date. . . . . . . . . . . . . . . . . . . . . . . 10
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
EXHIBIT "A". . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Rules and Regulations
EXHIBIT "B". . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Outline of Premises
EXHIBIT "D". . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Form of Tenant Certificate
</TABLE>
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<PAGE>
LEASE
THIS LEASE is made as of this 26th day of January,
1999, between Parker Associates, a California limited
Partnership (hereinafter called "Landlord") and Ask
Jeeves, Inc., a California Corporation (hereinafter
called "Tenant").
PREMISES 1. Landlord leases to Tenant and Tenant leases
from Landlord those premises (hereinafter called
"Premises") outlined in red on Exhibit B attached
hereto and made a part hereof, specified in the
Basic Lease Information attached hereto (the
"Building").
OCCUPANCY 2. Tenant shall use the Premises for the
Permitted Use and for no other use or purpose
without the prior written consent of Landlord. No
increase in occupant density of the Leased
Premises shall be made which shall add to the
burden of such use of the Building as determined
by Landlord without the prior written consent of
Landlord.
TERM AND 3. (a) The parties project that the term shall
POSSESSION commence on the Scheduled Term Commencement Date
and, except as otherwise provided herein or in any
exhibit or addendum hereto, shall continue in full
force until the Term Expiration Date. If the
Premises are not delivered by Landlord by the
Scheduled Term Commencement Date for any reason,
Landlord shall not be liable to Tenant for any
loss or damage resulting from such delay. The
Term Commencement Date shall be the first day of
the calendar month next following the earlier of
(i) the day when the Premises are substantially
complete, or (ii) the date on which Tenant takes
possession of, or commences the operation of its
business in some or all of the Premises. Landlord
shall provide Tenant as such notice as
circumstances allow of the date when Landlord
expects to achieve substantial completion, based
upon the progress of work. Should the Term
Commencement Date be a date other than the
Scheduled Term Commencement Date, either Landlord
or Tenant, at the request of the other shall
execute a declaration specifying the Term
Commencement Date and the rent commencement date
which shall be binding upon the parties as to the
matters therein stated. Tenant's obligation to
pay Rent and its other obligations for payment
under this Lease shall commence the date on which
Tenant takes possession of, or commences the
operation of its business in some or all of the
Premises, after the schedule of improvement
outlined in Exhibit C are completed by Landlord.
(b) Landlord shall perform the Tenant Improvement
Work in the Premises as provided in the separate
Office Lease Improvement Agreement attached hereto
as Exhibit C and made a part hereof, with
diligence, subject to events and delays due to
causes beyond its reasonable control.
(c) The Premises shall be substantially complete
and possession shall be delivered when (i)
installation of Building Standard Work (which
shall not include installation of telephone and
other communication facilities or equipment,
finish work and decoration to be preformed by
Tenant) has occurred, (ii) Tenant has direct
access from the street to the elevator lobby on
the floor where the Premises are located, (iii)
Landlord is in a position to furnish Building
services to the Premises, and (iv) Landlord's
Architect shall certify substantial completion
with respect to the Premises, whether or not
substantial completion of the Building itself
shall have occurred. Substantial completion shall
be deemed to have occurred notwithstanding a
requirement to complete "punchlist" or similar
corrective work.
RENT 4. Tenant shall pay to Landlord throughout the
Term Rent as specified in the Basic Lease
Information, payable in equal monthly installments
in advance on the first day of each calendar month
during every year of the Term in lawful money of
the United States, without deduction or offset
whatsoever, to Landlord at the address specified
in the Basic Lease Information or to such other
firm or to such other place as Landlord may from
time to time designate in writing by notice given
as herein provided. Rent for the first month of
the Term shall be paid by Tenant upon execution of
this Lease. If the obligation for payment of Rent
commences on other than the first day of a month
as provided in paragraph 3(a), then Rent provided
for such partial month shall be prorated and the
prorated installment shall be paid on the first
day of the calendar month next succeeding the Term
Commencement Date. If the Term terminates on
other than the last day of a calendar month, then
the Rent provided for such partial month shall be
prorated and the prorated installment shall be
paid on the first day of the calendar month next
preceding the date of termination.
RESTRICTIONS 5. Tenant shall not do or permit anything to be
ON USE 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, nor use or allow the Premises to be
used for any improper, immoral, unlawful or
objectionable purpose, nor shall Tenant cause or
maintain or permit any nuisance in, on or about
the Premises. Tenant shall not commit or suffer
the commission of any waste in, on or about the
Premises.
COMPLIANCE 6. Tenant shall not use the Premises or permit
WITH LAWS 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 not do or permit
anything to be done on or about the Premises or
bring or keep anything therein which will in any
way increase the rate of any insurance upon the
Building or any of its contents or cause a
cancellation of said insurance or otherwise affect
said insurance in any manner, and 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 underwriters or
other similar body 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 alterations
or improvements made by or for Tenant or Tenant's
acts. The judgement of any court of competent
jurisdiction or the admission of Tenant in any
actions against Tenant, whether Landlord be a
party thereto or not, that Tenant has so violated
any such law, statute, ordinance, rule, regulation
or requirement, shall be conclusive of such
violation as between Landlord and Tenant.
ALTERATIONS 7. Tenant shall not make or suffer to be made
any alterations, additions or improvements in, on
or to the Premises or any part thereof without the
prior written consent of Landlord; and any such
alterations, additions or improvements in, on or
to said Premises, except for Tenant's movable
furniture and equipment, shall immediately become
Landlord's property and, at the end of the Term,
shall remain on the Premises without compensation
to Tenant. In the event Landlord consents to the
making of any such alteration, addition or
improvement by Tenant, the same shall be made by
Tenant, at Tenant's sole cost and expense, in
accordance with plans and specifications approved
by Landlord, and any contractor or person selected
by Tenant to make the same must first be approved
in writing by Landlord.
Notwithstanding the foregoing, at Landlord's
option, all or any portion of the alteration,
addition or improvement work shall be performed by
Landlord for Tenant's account and Tenant shall pay
Landlord's estimate of the cost thereof (including
a reasonable charge for Landlord's overhead and
profit) prior to commencement of the work.
Overhead and profit allowances shall total fifteen
percent (15%). Upon the expiration or sooner
termination of the Term, Tenant shall upon demand
by Landlord, at Tenant's sole cost and expense,
with all due diligence remove all those
alterations, additions or improvements and
restoring the Premises to their original condition
such cost to include a reasonable charge for
Landlord's overhead and profit as provided above,
and such amount may be deducted from the Security
Deposit or any other sums or amounts held by
Landlord under this Lease.
REPAIRS 8. By taking possession of the Premises, Tenant
accepts the Premises as being in the condition in
which Landlord is obligated to deliver them and
otherwise in good order, condition and repair. At
all times during the
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Term, Tenant shall, at Tenant's sole cost and
expense, keep the Premises and every part thereof
in good order, condition and repair, excepting
damage thereto by fire, earthquake, act of God or
the elements. Tenant waives all right it may have
under Section 1942 of the Civil Code of the State
of California and any similar law, statute or
ordinance now or hereafter in effect (to the full
extent that such waiver may lawfully be given)
authorizing or purporting to authorize Tenant to
make repairs to or for the account of Landlord.
Tenant shall upon the expiration or sooner
termination of the Term hereof, unless Landlord
demands otherwise pursuant to paragraph 7 hereof,
surrender to Landlord the Premises and all
repairs, changes, alterations, additions and
improvements thereto in the same condition as when
received or when first installed, damage by fire,
earthquake, act of God or the elements excepted.
Landlord has no obligation to alter, remodel,
improve, repair, decorate or paint the Premises or
any part thereof, except as specified in the
Office Lease Improvement Agreement and no
representations respecting the condition of the
Premises or the Building have been made by
Landlord to Tenant, except as specifically set
forth herein or in the Office Lease Improvement
Agreement.
LIENS 9. Tenant shall keep the Premises free from
lines arising out of or related to work performed,
materials or supplies furnished or obligations
incurred by Tenant or in connection with work
made, suffered or done by Tenant in Premises or
Building. In the event that Tenant shall not,
within ten (10) days following the imposition of
any such lien, cause the same to be released of
record by payment or posting of a proper bond,
Landlord shall have, in addition to all other
remedies provided herein and by law, the right,
but no obligation, to cause the same to be
released by such means as it shall deem proper,
including payment of the claim giving rise to such
lien. Landlord shall have the right at all times
to post and keep posted on the Premises any
notices permitted or required by law, or which
Landlord shall deem proper, for the protection of
Landlord, the Premises, the Building and any other
party having an interest therein, from mechanics'
and materialmen's liens, and Tenant shall give
Landlord not less than ten (10) business days
prior written notice of the commencement of any
work in the Building or Premises which could
lawfully give rise to a claim, for mechanics' or
materialmen's lien.
ASSIGNMENT 10. Tenant shall not sell, assign, encumber or
AND otherwise transfer this Lease or any interest
SUBLETTING therein (by operation of law or otherwise), sublet
the Premises or any part thereof or suffer any
other person to occupy or use the Premises or any
portion thereof, nor shall Tenant permit any lien
to be placed on Tenants' interest under this Lease
by operation of law except in accordance with the
provision of this paragraph 10. For purposes
hereof, sales, transfers or assignments of (i) a
controlling interest in the stock of Tenant, if
Tenant is a corporation, or of (ii) the general
partnership interests sufficient to control
management decisions if Tenant is a partnership or
of (iii) the majority or controlling underlying
beneficial interest, if Tenant is any other form
of business entity, shall constitute an assignment
subject to the terms of this paragraph 10.
(a) In the event that Tenant should desire to
sublet the Premises or any part thereof, Tenant
shall provide Landlord with written notice of such
desire at least ninety (90) days in advance of the
date on which Tenant desires to make such
sublease. Landlord shall then have a period of
thirty (30) days following receipt of such notice
within which to notify Tenant in writing that
Landlord elects either (i) to terminate this Lease
as to the space so affected as of the date so
specified by Tenant, in which event Tenant shall
be relieved of all further obligations hereunder
as to such space from and after that date, or (ii)
to permit Tenant to sublet such space, subject,
however, to the prior written approval of the
proposed sublessee by Landlord which said consent
shall not be unreasonably withheld. If Landlord
should fail to notify Tenant in writing of its
election within said thirty (30) day period,
Landlord shall be deemed to have waived option (i)
above, but written approval of the proposed
sublessee shall still be required. Refusal by
Landlord to approve a proposed sublessee shall not
constitute a termination of this Lease. In
exercising its right of consent to a sublessee it
shall be reasonable for Landlord to withhold
consent to any sublessee who (aa) does not agree
to assume the obligations of the Lease with
respect to the space to be so sublet, (bb) does
not agree to utilize the space so sublet for the
Permitted Use, (cc) is of unsound financial
condition as determined by Landlord, or (dd) will,
in Landlord's opinion increase the occupant
density in the Leased Premises. If Tenant
proposes to sublease less than all of the
Premises, election by Landlord of termination of
this Lease with respect to space to be so sublet
shall leave this Lease in full force and effect
with respect to the remainder of the space, the
Rent and Tenant's Proportionate Share of Operating
Expenses and taxes shall be adjusted on a pro rata
basis to reflect the reduction in Net Rentable
Area of the Premises as retained by Tenant. This
Lease as so amended shall continue thereafter in
full force and effect and references herein to the
Premises shall mean that portion thereof as to
which the Lease has not been terminated.
(b) Tenant shall not enter into any other
transaction subject to this paragraph 10 without
Landlord's prior written consent which said
consent shall not be unreasonably withheld. It
shall be reasonable for Landlord to withhold
consent to any proposed transaction described in
this paragraph 10 on any of the grounds specified
in paragraph 10 (a) with respect to sublessees or
any other reasonable grounds.
(d) Any subletting hereunder by Tenant shall not
result in Tenant being released or discharged from
any liability under this lease. Any purported
assignment, subletting or other transaction to
which paragraph 10 applies, which occurs contrary
to the provisions hereof, shall be void.
Landlord's consent to any assignment, subletting
or other transaction to which this paragraph 10
applies shall not release Tenant from any of
Tenant's obligations hereunder or constitute a
consent with respect to any subsequent transaction
to which this paragraph applies.
INSURANCE AND 11. (a) Landlord shall not be liable to Tenant and
INDEMNIFICATION Tenant hereby waives all claims against Landlord
for any injury or damage to any person or property
in or about the Premises by or from any cause
whatsoever, (other than Landlord's gross
negligence or willful misconduct) and, without
limiting the generality of the foregoing, whether
caused by water leakage of any character from the
roof, walls, basement or other portion of the
Premises or the Building, or caused by gas, fire,
oil or electricity in, on or about the Premises or
the Building.
(b) Tenant shall hold Landlord harmless from and
defend Landlord against any and all claims or
liability for any injury or damage to any person
or property whatsoever: (i) occurring in, on or
about the Premises or any part thereof, or (ii)
occurring in, on or about any facilities
(including, without prejudice to the generality of
the term "facilities", elevators, stairways,
lobbies, health clubs, passageways or hallways),
the use of which Tenant may have in conjunction
with other tenants of the Building, when such
injury or damage shall be caused in part or in
whole by the act, neglect, fault of or omission of
any duty with respect to the same by Tenant, its
agents, servants, employees or invitees. Tenant
shall further indemnify and save harmless Landlord
against and from any and all claims by or on
behalf of any person, firm or corporation arising
from the conduct or management of any work or
thing whatsoever done by Tenant in or about or
from transactions of Tenant concerning the
Premises, and will further indemnify and save
Landlord harmless against and from any and all
claims arising from any breach or default on the
part of Tenant in the performance of any covenant
or agreement on the part of Tenant to be performed
pursuant to the terms of this Lease or arising
from any act of negligence of Tenant, or any of
its agents, contractors, servants, employees or
licensees, and from and against all costs, counsel
fees, expenses and liabilities incurred in
connection with any such claim or action or
proceeding brought thereon. In case any action or
proceeding is brought against Landlord by reason
of any claims or liability within the limits of
the foregoing indemnity, Tenant shall defend such
action or proceeding at Tenant's sole expense by
counsel reasonably satisfactory to Landlord.
(c) Landlord shall hold Tenant harmless from and
defend Tenant against any and all claims or
liability for any injury or damage to any person
or property occurring in or about any facilities
(including, without prejudice to the generality of
the term "facilities", elevators, stairways,
passageways or hallways), the use of which Tenant
may have in conjunction with other tenants of the
building, when such injury or damage shall be
caused in whole or in part by the act, neglect,
fault of or omission of any duty with respect to
the same by Landlord, its
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agents, servants, employees or invitees.
Landlord shall further indemnify and save harmless
Tenant against and from any and all claims by or
on behalf of any person, firm or corporation
arising from the conduct or management of any
work or thing whatsoever done by Landlord in or
about, or from transactions of Landlord
concerning, the Premises where such work is not
being done for the account of Tenant; and
Landlord will further indemnify and save Tenant
harmless against and from any and all claims
arising from any breach or default on the part
of Landlord in the performance of any covenant
or agreement on the part of Landlord to be
performed pursuant to the terms of this Lease or
arising from any act or negligence of Landlord,
or any of its agents, contractors, servants,
employees or licensees, and from and against all
costs, counsel fees, expenses and liabilities
incurred in connection with any such claim or
action or proceeding brought thereon. In
case any action or proceeding is brought against
Tenant by reason of any claims or liability
within the limits of the foregoing indemnity,
Landlord shall defend such action or proceeding
at Landlord's sole expense by counsel reasonably
satisfactory to Tenant.
(d) The provisions of paragraph 11(b) and 11(c)
shall survive the expiration or termination of
this Lease with respect to any claims or
liability occurring prior to such expiration or
termination.
SEE property damage.
ADDENDUM
WAIVER OF 12. To the extent permitted by law and without
SUBROGATION affecting the coverage provided by insurance
required to be maintained hereunder, Landlord
and Tenant each waive any right to recover
against the other (i) damages for injury to or
death of persons, (ii) damages to property,
(iii) damage to the Premises or any part
thereof, (iv) damage to the Building or any part
thereof, or (v) claims arising by reason of the
foregoing, but only to the extent that any of
the foregoing damages and/or claims referred to
above are covered (and only to the extent of
such coverage) by insurance actually carried by
either Landlord or Tenant. This provision is
intended to waive fully, and for the benefit of
each party, any rights and/or claims which might
give rise to a right of subrogation on any
insurance carrier. The coverage obtained by each
party pursuant to this Lease shall include, but
without limitation, a waiver of subrogation by
the carrier which conforms to the provisions of
this paragraph.
SERVICES AND 13. (a) Landlord shall maintain the public and
UTILITIES common areas of the Building, including lobbies,
stairs, elevators, corridors and restrooms, the
windows in the Building, the mechanical,
plumbing and electrical equipment serving the
Building, and the structure itself, in
reasonably good order and condition except for
damage occasioned by the act of Tenant, which
damage shall be repaired by Landlord at Tenant's
expense.
(b) Provided Tenant shall not be in default
hereunder, and subject to the provisions
elsewhere herein contained and to the rules and
regulations of the Building, Landlord shall
furnish to the Premises, water and electricity
suitable for the Permitted Uses of the Premises,
heat and air conditioning required in Landlord's
judgment for the comfortable use and occupation
of the Premises for the Permitted Uses, and
elevator service which shall mean service either
by nonattended automatic elevators or elevators
with attendants, or both, at the option of
Landlord. Tenant also agrees at all times to
cooperate fully with Landlord and to abide by
all the regulations and requirements which
Landlord may prescribe for the proper
functioning and protection of heating,
ventilating and air conditioning systems.
Wherever heat-generating machines, excess
lighting 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.
(c) Tenant shall not without the written
consent of Landlord connect with electric
current, except through existing electrical
outlets in the Premises or water pipes, any
apparatus or device for the purposes of using
electrical current or water. If Tenant shall
require water or electric current or any other
resource in excess of that usually furnished or
supplied for the Permitted Uses of the Premises,
Tenant shall first procure the consent of
Landlord which Landlord may refuse, to the use
thereof, and Landlord may cause a special meter
to be installed in the Premises so as to measure
the amount of water, electric current or other
resource consumed for any such other use. Tenant
shall pay directly to Landlord as an addition to
and separate from payment of Basic Operating
Cost the cost of all such energy, utility
service and meters (and of installation,
maintenance and repair thereof). Landlord may add
to the metered charge a recovery of additional
expense incurred in keeping account of the
water, electric current or other resource so
consumed. Landlord shall not be liable for any
damages directly or indirectly resulting from,
nor shall the Rent herein reserved be abated by
reason of (i) the installation, use or
interruption of use of any equipment in
connection with the furnishing of any of the
foregoing utilities and services, (ii) failure
to furnish or delay in furnishing any such
utilities or services when such failure or delay
is caused by acts of God or the elements, labor
disturbances of any character, any other
accidents or other conditions beyond the
reasonable control of Landlord, or by the making
of repairs or improvements to the Premises or to
the Building, or (iii) the limitation,
curtailment, rationing or restriction on use of
water, electricity, gas or any other form of
energy or any other service or utility
whatsoever serving the Premises or the Building.
Landlord shall be entitled to cooperate
voluntarily and in a reasonable manner with the
efforts of national, state or local governmental
agencies or utility suppliers in reducing energy
or other resource consumption. The obligation to
make services available hereunder shall be
subject to the limitations of any such
voluntary, reasonable program.
(d) Any sums payable under this paragraph 13
shall constitute Additional Rent hereunder.
ESTOPPEL 14. Within ten (10) days following any written
CERTIFICATE request which Landlord may make from time to
time, Tenant shall execute and deliver to
Landlord a certificate substantially in the
form attached hereto as Exhibit D and made a
part hereof, indicating thereon any exceptions
thereto which may exist at that time. Failure by
Tenant to execute and deliver such certificate
shall constitute an acceptance of the Premises
and acknowledgment by Tenant that the statements
included in Exhibit D are true and correct
without exception. Landlord and Tenant intend
that any statement delivered pursuant to this
paragraph may be relied upon by any mortgagee,
beneficiary, purchaser or prospective purchaser
of the Building or any interest therein.
Landlord shall have the right to substitute for
the attached Exhibit D a certificate in form
required by Landlord's mortgagee or provider of
financing.
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SECURITY 15. Concurrently with execution hereof, Tenant
DEPOSIT has paid to Landlord the Security Deposit in the
amount stated on the Basic Lease Information
sheet as security for the full and faithful
performance of Tenant's obligations under this
Lease. Upon expiration of the Term or earlier
termination hereof, the Security Deposit shall
be returned to Tenant, reduced by such amounts
as may be required by Landlord to remedy
defaults on the part of Tenant in the payment of
Rent, to repair damages (excluding normal wear
and tear) to the Premises caused by Tenant and
to clean the Premises. Landlord shall hold the
Security Deposit for the foregoing purposes in
accordance with the provisions of all applicable
law.
SUBSTITUTION 16.
HOLDING OVER 17. If Tenant shall retain possession of the
Premises or any part thereof without Landlord's
consent following the expiration of the Term or
sooner termination of this Lease for any reason,
then Tenant shall pay to Landlord for each day
of such retention triple the amount of the daily
rental for the last period prior to the date of
such expiration or termination. Tenant shall
also indemnify and hold Landlord harmless from
any loss or liability resulting from delay by
Tenant in surrendering the Premises, including,
without limitation, any claims made by any
succeeding tenant founded on such delay.
Alternatively, if Landlord gives notice to
Tenant of Landlord's election thereof, such
holding over shall constitute renewal of this
Lease for a period from month to month or for
one year, whichever shall be specified in such
notice. Acceptance of Rent by Landlord following
expiration or termination shall not constitute a
renewal of this Lease, and nothing contained in
this paragraph shall waive Landlord's right of
reentry or any other right. Unless Landlord
exercises the option hereby given to it, Tenant
shall be only a Tenant at sufferance, whether or
not Landlord accepts any Rent from Tenant while
Tenant is holding over without Landlord's written
consent.
SUBORDINATION 18. Without the necessity of any additional
document being executed by Tenant for the
purpose of effecting a subordination, this
Lease shall be subject and subordinate at all
times to: (a) all ground leases or underlying
leases which may now exist or hereafter be
executed affecting the Building or the land upon
which the Building is situated or both, and (b)
the lien of any mortgage or deed of trust which
may now exist or hereafter be executed in any
amount for which said Building, land, ground
leases or underlying leases, or Landlord's
interest or estate in any of said items, is
specified as security. Notwithstanding the
foregoing, Landlord shall have the right to
subordinate or cause to be subordinated any such
ground leases or underlying leases or any such
liens to this Lease. In the event that any
ground lease or underlying lease terminates for
any reason or any mortgage or deed of trust is
foreclosed or a conveyance in lieu of
foreclosure is made for any reason, Tenant
shall, notwithstanding any subordination, attorn
to and become the Tenant of the successor in
interest to Landlord at the option of such
successor in interest. Tenant shall execute and
deliver, upon demand by Landlord and in the
form requested by Landlord, any additional
documents evidencing the priority or
subordination of this Lease with respect to any
such ground leases or underlying leases or the
lien of any such mortgage or deed of trust.
Tenant hereby irrevocably appoints Landlord as
attorney-in-fact of Tenant to execute, deliver
and record any such documents in the name and on
behalf of Tenant. At the request of Landlord,
Tenant shall provide to Landlord its current
financial statement or other information
disclosing financial worth which Landlord shall
use solely for purposes of this Lease and in
connection with the ownership, management and
disposition of the property subject hereto.
RULES AND 19. Tenant shall faithfully observe and comply
REGULATIONS with the rules and regulations printed on or
annexed to this Lease and all reasonable
modifications thereof and additions thereto from
time to time put into effect by Landlord. Landlord
shall not be responsible to Tenant for the
non-compliance by any other tenant or occupant
of the Building with any of the rules and
regulations.
RE-ENTRY 20. Landlord reserves and shall at all times
BY LANDLORD have the right to reenter the Premises to
inspect the same, to supply janitor service and
any other service to be provided by Landlord to
Tenant hereunder, to show the Premises to
prospective purchasers, mortgagees or tenants, to
post notices of nonresponsiblity and to alter,
improve or repair the Premises and any portion
of the Building, without abatement of Rent, and
may for that purpose erect, use and maintain
scaffolding, pipes, conduits and other necessary
structures in and through the Premises where
reasonably required by the character of the work
to be performed; provided that entrance to the
Premises shall not be blocked thereby, and
further provided that the business of Tenant
shall not be interfered with unreasonably.
Tenant waives any claim for damages for any
injury or inconveniences to or interference with
Tenant's business, any loss of occupancy or
quiet enjoyment of the Premises, and any other
loss occasioned thereby. 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 and safes or
special security areas (designated in advance),
and Landlord shall have the right to use any and
all means which Landlord may deem necessary or
proper to open said doors in an emergency, in
order to obtain entry to any portion of the
Premises, and any entry to the Premises or
portions thereof obtained by Landlord by any of
said means, or otherwise, shall not be construed
to be a forcible or unlawful entry into, or a
detainer of, the Premises, or an eviction,
actual or constructive, of Tenant from the
Premises or any portions thereof. Landlord shall
also have the right at any time, without the
same constituting an actual or constructive
eviction and without incurring any liability to
Tenant therefor, to change the arrangement
and/or location of entrances or passageways,
doors and doorways, and corridors, elevators,
stairs, toilets or other public parts of the
Building and to change the name, number or
designation by which the Building is commonly
known.
DEFAULT 21. (a) EVENTS OF DEFAULT: The occurrence of any of
BY TENANT the following shall constitute an event of
default on the part of Tenant:
(1) ABANDONMENT. Vacation or abandonment of the
Premises for a continuous period in excess
of five (5) business days. Tenant waives
any right to notice Tenant may have under
Section 1951.3 of the Civil Code of the
State of California, the terms of this
subsection (a) being deemed such notice to
Tenant as required by said Section 1951.3;
(2) NONPAYMENT OF RENT. Failure to pay any
installment of Rent due and payable
hereunder (or failure to pay any other
amount required to be paid hereunder, all
such obligations to be construed as the
equivalent of obligations for payment of
Rent) upon the date when said payment is
due, such failure continuing without cure
by payment of the delinquent Rent and late
charge for a period of five (5) business
days after written notice and demand;
provided, however, that except as expressly
otherwise provided herein, Landlord shall
not be required to provide such notice more
than twice during the Term, the third such
non-payment constituting default for all
purposes hereof without requirement of
notice. For purposes of subparagraph 21(e),
such failure shall constitute a default
without requirement of notice. The due
dates for payment of installments of rent
provided for herein shall be absolute and
the existence of a cure period or notice
period shall not be deemed to extend said
date for purposes of determining Tenant's
compliance with its obligations hereunder.
(3) OTHER OBLIGATIONS. Failure to perform any
obligations, agreement or covenant under
this Lease other than those matters
specified in subparagraphs (1) and (2) of
this subparagraph (a), such failure
continuing for fifteen (15) business days
after written notice of such failure (or
such longer period as Landlord determines to
be necessary to remedy such default,
provided that Tenant shall continuously and
diligently pursue such remedy at all times
until such default is cured);
(4) GENERAL ASSIGNMENT. A general assignment
by Tenant for the Benefit of creditors.
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<PAGE>
(5) BANKRUPTCY. The filing of any voluntary
petition in bankruptcy by Tenant, or the
filing of an involuntary petition by
Tenant's creditors, which involuntary
petition remains undischarged for a period
of thirty (30) days. In the event that under
applicable law the trustee in bankruptcy or
Tenant has the right to affirm this Lease
and continue to perform the obligations of
Tenant hereunder, such trustee or Tenant
shall, in such time period as may be
permitted by the bankruptcy court having
jurisdiction, cure all defaults of Tenant
hereunder outstanding as of the date of the
affirmance of this Lease and provide to
Landlord such adequate assurances as may be
necessary to ensure Landlord of the
continued performance of Tenant's
obligations under this Lease;
(6) RECEIVERSHIP. The employment of a receiver
to take possession of substantially all of
Tenant's assets or the Premises, if such
receivership remains undissolved for a
period of ten (10) business days after
creation thereof;
(7) ATTACHMENT. The attachment, execution or
other judicial seizure of all or
substantially all of Tenant's assets or the
Premises, if such attachment or other
seizure remains undismissed or undischarged
for a period of ten (10) business days
after the levy thereof;
(8) INSOLVENCY. The admission by Tenant in
writing of its inability to pay its debts
as they become due, the filing by Tenant of
a petition seeking any reorganization,
arrangement, composition, readjustment,
liquidation, dissolution or similar relief
under any present or future statute, law or
regulation, the filing by Tenant of an
answer admitting or failing timely to
contest a material allegation of a petition
filed against Tenant in any such proceeding
or, if within thirty (30) days after the
commencement of any proceeding against
Tenant seeking any reorganization or
arrangement, composition, readjustment,
liquidation, dissolution or similar relief
under any present or future statute, law or
regulation, such proceeding shall not have
been dismissed.
(b) REMEDIES UPON DEFAULT.
(1) RENT. All failures to pay any monetary
obligation to be paid by Tenant under this
Lease shall be construed as obligations for
payment of Rent.
(2) TERMINATION. In the event of the
occurrence of any event of default, Landlord
shall have the right, with or without
notice or demand, immediately to terminate
this Lease, and at any time thereafter
recover possession of the Premises or any
part thereof and expel and remove therefrom
Tenant and any other person occupying the
same, by any lawful means, and again
repossess and enjoy the Premises without
prejudice to any of the remedies that
Landlord may have under this Lease, or at
law or equity by reason of Tenant's default
or of such termination.
(3) CONTINUATION AFTER DEFAULT. Even though
Tenant has breached this Lease and/or
abandoned the Premises, this Lease shall
continue in effect for so long as Landlord
does not terminate Tenant's right to
possession under paragraph 21(b)(2) hereof,
and Landlord may enforce all its right and
remedies under this Lease, including (but
without limitation) the right to recover
Rent as it becomes due; and Landlord,
without terminating this Lease, may
exercise all of the rights and remedies of
a landlord under Section 1951.4 of the
Civil Code of the State of California or
any successor code section. Acts of
maintenance, preservation or efforts to
lease the Premises or the appointment of
receiver upon application of Landlord to
protect Landlord's interests under this
Lease shall not constitute an election to
terminate Tenant's right to possession.
(c) DAMAGES UPON TERMINATION. Should Landlord
terminate this Lease pursuant to the provisions
of paragraph 21(b)(2) hereof, Landlord shall
have all the rights and remedies of a landlord
provided by Section 1951.2 of the Civil Code of
the State of California, or successor code
section. Upon such termination, in addition to
any other rights and remedies to which Landlord
may be entitled under applicable law, Landlord
shall be entitled to recover from Tenant: (i)
the worth at the time of award of the unpaid Rent
and other amounts which had been earned at the
time of termination; (ii) the worth at the time
of award of the amount by which the unpaid Rent
which would have been earned after termination
until the time of award exceeds the amount of
such Rent loss that the Tenant proves could have
been reasonably avoided; (iii) 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 Rent loss
that the Tenant proves could be reasonably
avoided; and (iv) 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. The "worth at the
time of award" of the amounts referred to in (i)
and (ii) shall be computed with interest at the
lesser of eighteen percent (18%) per annum or
the maximum rate allowed by law. The "worth at
the time of award" of the amount referred to in
(iii) shall be computed by reference to
competent appraisal evidence or the formula
prescribed by and using the lowest discount rate
permitted under applicable law.
(d) COMPUTATION OF RENT FOR PURPOSES OF DEFAULT.
For purposes of computing unpaid Rent which
would have accrued and become payable under this
Lease pursuant to the provisions of paragraph
21(c) unpaid Rent shall consist of the sum of:
(1) the total Basic Rent for the balance of the
Term then remaining (with the amount of
Basic Rent to be determined by reference to
fair rental value being the subject of
proof by competent evidence), plus
(2) a computation of the excess of Gross Rent
(the term "Gross Rent" meaning the sum of
(i) rental adjustments payable pursuant to
paragraph 29 and (ii) Basic Rent) over
Basic Rent for the balance of the Term then
remaining ("Excess Gross Rental"), the
assumed excess Gross Rental for the
calendar year of the default and each
future calendar year in the Term to be
equal to the Excess Gross Rental for the
calendar year prior to the year in which
default occurs compounded at a per annum
rate equal to the mean average rate of
inflation for the preceding five (5) calendar
years as determined by the United States
Department of Labor, Bureau of Labor
Statistics Consumer Price Index (All Urban
Consumers) for the Metropolitan Area or
Region of which San Francisco, California
is a part.
(e) LATE CHARGE. In addition to its other
remedies, Landlord shall have the right without
notice or demand to add to the amount of any
payment required to be made by Tenant hereunder,
and which is not paid on or before the date the
same is due, an amount equal to five percent
(5%) of the delinquency for each month or portion
thereof that the delinquency remains outstanding
to compensate Landlord for the loss of the use
of the amount not paid and the administrative
costs caused by the delinquency, the parties
agreeing that Landlord's damage by virtue of
such delinquencies would be difficult to compute
and the amount stated herein represents a
reasonable estimate thereof. Tenant shall have a
five day grace period between the 1st and 5th
day of each month to pay rent due without any
late charge.
(f) REMEDIES CUMULATIVE. All right, privileges
and elections of remedies of the parties are
cumulative and not alternative to the extent
permitted by law and except as otherwise
provided herein.
DAMAGE BY 22. If the Premises or the Building are damaged
FIRE, ETC. by fire or other casualty, Landlord shall forthwith
repair the same, provided such repairs can be
made within one hundred eighty (180) days from
the date of such damage under the laws and
regulations of the federal, state and local
governmental authorities having jurisdiction
thereof. In such event, this Lease shall remain
in full force and effect except that Tenant
shall be entitled to a proportionate reduction
of Rent while such repairs to be made hereunder
by Landlord are being made. Said proportionate
reduction shall be based upon the extent to
which the making of such repairs to be made
hereunder by Landlord shall interfere with the
business carried on by Tenant in the Premises.
Within twenty (20) days from the date of such
damage, Landlord shall notify Tenant whether or
not such repairs can be made within one hundred
eighty (180) days from the date of such damage
and Landlord's determination thereof shall be
binding on Tenant. If such repairs cannot be
made within one hundred eighty (180) days from
the date of such damage, Landlord shall have
the option within thirty (30) days of the date
of such damage either to: (a) notify Tenant of
Landlord's intention to repair such damage and
diligently prosecute such repairs, in which
event this Lease shall continue in full force
and effect and the Rent shall be reduced as
provided herein; or (b) notify Tenant of
Landlord's election to terminate this Lease as
of a date specified in such notice, which date
shall be not less than thirty (30) nor more than
sixty (60) days after notice is given. In the
event such notice to terminate is given by
Landlord, this Lease shall terminate on the date
specified in
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<PAGE>
such notice. In case of termination by either
event, the Rent shall be reduced by a
proportionate amount based upon the extent to
which said damage interfered with the business
carried on by Tenant in the Premises, and Tenant
shall pay such reduced Rent up to the date of
termination. Landlord agrees to refund to Tenant
any Rent previously paid for any period of time
subsequent to such date of termination. The
repairs to be made hereunder by Landlord
shall not include, and Landlord shall not be
required to repair, any damage by fire or other
cause to the property of Tenant or any repairs
or replacements of any paneling, decorations,
railings, floor coverings or any alterations,
additions, fixtures or improvements installed on
the premises by or at the expense of Tenant. The
provisions of Section 1942, subdivision 2, and
Section 1933, subdivision 4, of the Civil Code
of California are superseded by the foregoing.
EMINENT 23. If any part of the Premises shall be taken
DOMAIN or appropriated under the power of eminent
domain or conveyed in lieu thereof, either party
shall have the right to terminate this Lease at
its option. If any part of the Building shall be
taken or appropriated under power of eminent
domain or conveyed in lieu thereof, Landlord may
terminate this Lease at its option. In either of
such events, Landlord shall receive (and Tenant
shall assign to Landlord upon demand from
Landlord) any income, rent, award or any
interest therein which may be paid in connection
with the exercise of such power of eminent
domain, and Tenant shall have no claim against
Landlord for any part of the sums paid by virtue
of such proceedings, whether or not attributable
to the value of the unexpired Term. If a part of
the Premises shall be so taken or appropriated
or conveyed and neither party hereto shall elect
to terminate this Lease and the Premises have
been damaged as a consequence of such partial
taking or appropriation or conveyance, Landlord
shall restore the Premises continuing under this
Lease at Landlord's cost and expense; provided,
however, that Landlord shall not be required to
repair or restore any injury or damage to the
property of Tenant or to make any repairs or
restoration of any alterations, additions,
fixtures or improvements installed on the
Premises by or at the expense of Tenant.
Thereafter, the Rent for the remainder of the
Term shall be proportionately reduced, such
reduction to be based upon the extent to which
the partial taking or appropriation or conveyance
shall interfere with the business carried on by
Tenant in the Premises. Notwithstanding anything
to the contrary contained in this paragraph, if
the temporary use or occupancy of any part of
the Premises shall be taken or appropriated
under power of eminent domain during the Term,
this Lease shall be and remain unaffected by
such taking or appropriation and Tenant shall
continue to pay in full all Rent payable
hereunder by Tenant during the Term; in the
event of any such temporary appropriation or
taking, Tenant shall be entitled to receive that
portion of any award which represents
compensation for the use of or occupancy of the
Premises during the Term, and Landlord shall be
entitled to receive that portion of any award
which represents the cost of restoration of the
Premises and the use and occupancy of the
Premises after the end of the Term.
SALE BY 24. In the event of a sale or conveyance by
LANDLORD Landlord of the Building, the same shall operate
AND TENANT'S to release Landlord from any future liability
REMEDIES upon any of the covenants or conditions,
express or implied, herein contained in favor of
Tenant, and in such event Tenant agrees to look
solely to the responsibility of the successor in
interest of Landlord in and to this Lease. This
Lease shall not be affected by any such sale and
Tenant agrees to attorn to the purchaser or
assignee. Tenant shall look solely to Landlord's
interest in the Building for recovery of any
judgment from Landlord. Landlord, or if Landlord
is a partnership, its partners whether general
or limited, or if Landlord is a corporation, its
directors, officers or shareholders, shall never
be personally liable for any such judgment.
RIGHT 25. All covenants and agreements to be performed
OF LANDLORD by Tenant under any of the terms of this Lease
TO PERFORM 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 for ten (10) days
after notice thereof by Landlord, Landlord may,
but shall not be obligated to do so, and without
waiving or releasing Tenant from any obligations
of the Tenant, make any such payment or perform
any such act on the Tenant's part to be made or
performed. All sums so paid by Landlord and all
necessary incidental costs together with
interest thereon at the rate of eighteen percent
(18%) per annum or the maximum rate permitted by
law, whichever is less per annum from the date
of such payment by the Landlord shall be payable
as Additional Rent to Landlord on demand, and
Tenant covenants to pay such sums, and Landlord
shall have, in addition to any other right or
remedy of Landlord, the same right and remedies
in the event of the nonpayment thereof by Tenant
as in the case of default by Tenant in the
payment of the Rent.
SURRENDER 26. (a) Tenant shall, at least ninety (90) days
OF PREMISES before the last day of the Term, give to
Landlord a written notice of intention to
surrender the Premises on that date, but nothing
contained herein shall be construed as an
extension of the Term or as consent of Landlord
to any holding over by Tenant.
(b) At the end of the term or any renewal
thereof or other sooner termination of this
Lease, Tenant shall peaceably deliver up to
Landlord possession of the Premises, together
with all improvements, fixtures or additions
thereto by whomsoever made, in the same
condition as received, or first installed, damage
by fire, earthquake, act of God or the elements
alone excepted. Tenant may, upon the termination
of this Lease, remove all movable furniture and
equipment belonging to Tenant, at Tenant's sole
cost, title to which shall be in Tenant until
such termination, repairing any damage caused by
such removal. Property not so removed shall be
deemed abandoned by the Tenant, and title to the
same shall thereupon pass to Landlord.
(c) The voluntary or other surrender of this
Lease by Tenant, or a mutual cancellation
thereof, shall not work a merger and shall, at
the option of Landlord, terminate all or any
existing subleases or subtenancies or may, at
the option of Landlord, operate as an assignment
to it of any or all such subleases or
subtenancies.
WAIVER 27. If either Landlord or Tenant waives the
performance of any term, covenant or condition
contained in this Lease, such waiver shall not
be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant
or condition contained herein. The acceptance of
Rent by Landlord shall not constitute a waiver
of any preceding breach by Tenant of any term,
covenant or condition of this Lease, regardless
of Landlord's knowledge of such preceding breach
at the time Landlord accepted such Rent. Failure
by Landlord to enforce any of the terms,
covenants or conditions of this Lease for any
length of time shall not be deemed to waive or
to decrease the right of Landlord to insist
thereafter upon strict performance by Tenant.
Waiver by Landlord of any term, covenant or
condition contained in this lease may only be
made by a written document signed by Landlord.
NOTICES 28. All notices and demands which may or are
required to be given by either party to the
other hereunder shall be in writing. All notices
and demands by Landlord to Tenant shall be sent
by United States certified or registered mail,
postage prepaid, addressed to Tenant at the
Premises, or to such other place as Tenant may
from time to time designate in a notice to
Landlord. All notices and demands by Tenant to
Landlord shall be sent by United States
certified or registered mail, postage prepaid,
addressed to Landlord at the address specified
in the Basic Lease information, or to such other
firm or to such other place as Landlord may from
time to time designate in a notice to Tenant.
RENTAL 29. In addition to Basic Rent provided to be paid
ADJUSTMENT hereunder, Tenant shall pay as Rent Tenant's
Proportionate Share of Basic Operating Cost in
the manner set forth below.
(a) DEFINITION: For purposes hereof, the terms
used in this paragraph 29 shall have the
following meanings:
SEE ADDENDUM
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<PAGE>
(2) "Estimated Basic Operating Cost" for any
particular year shall mean Landlord's estimate
of the Basic Operating Cost for such calendar
year made prior to commencement of such calendar
year as hereinafter provided. Landlord shall
have the right from time to time to revise its
fiscal year and interim accounting periods so
long as the periods as so revised are reconciled
with prior periods in accordance with generally
accepted accounting principles applied in a
consistent manner.
(3) "Basic Operating Cost Adjustment" shall
mean the difference between Basic Operating Cost
and Estimated Basic Operating Cost for any
calendar year determined as hereinafter provided.
(b) PAYMENT OF ESTIMATED BASIC OPERATING COST.
During December of each calendar year
during the Term, or as soon thereafter as
practicable, Landlord shall give Tenant written
notice of the Estimated Basic Operating Cost for
the ensuing calendar year. The Estimated Basic
Operating Cost for the calendar year in which
the Scheduled Term Commencement Date falls is set
forth in the Basic Lease information sheet.
Tenant shall pay Tenant's Proportionate Share of
the Estimated Basic Operating Costs with
installments of Basic Rent required to be paid
pursuant to paragraph 3 above for the calendar
year to which the estimate applies in monthly
installments on the first day of each calendar
month during such year, in advance. Such payment
shall be construed to be Rent for all purposes
hereof. If at any time during the course of a
calendar year, Landlord determines that Basic
Operating Cost will apparently vary from the
then Estimated Basic Operating Cost by more than
five percent (5%), Landlord may, by written
notice to Tenant, revise the Estimated Basic
Operating Cost for the balance of such calendar
year and Tenant shall pay Tenant's Proportionate
Share of the Estimated Basic Operating Cost as so
revised for the balance of the then current
calendar year on the first day of each calendar
month thereafter, such revised installment
amounts to be Rent for all purposes hereof.
(c) COMPUTATION OF BASIC OPERATING COST
ADJUSTMENT.
Within one hundred twenty (120) days after
the end of each fiscal year as determined by
Landlord or as soon thereafter as practicable,
Landlord shall deliver to Tenant a statement of
Basic Operating Cost for the fiscal year just
ended, accompanied by a computation of Basic
Operating Cost Adjustment. If such statement
shows that Tenant's payment based upon Estimated
Basic Operating Cost is less than Tenant's
Proportionate Share of Basic Operating Cost,
then Tenant shall pay the difference within
twenty (20) days after receipt of such
statement, such payment to constitute additional
rent hereunder. If such statement shows that
Tenant's payments of Estimated Basic Operating
Cost exceed Tenant's Proportionate Share of Basic
Operating Costs, then (provided that Tenant is
not in default under this Lease), Tenant shall
receive a credit for the amount of such payment
against Tenant's obligation for payment of
Tenant's Proportionate Share of Estimated Basic
Operating Cost next becoming due hereunder. If
this Lease has been terminated or the Term
hereof has expired prior to the date of such
statement, then the Basic Operating Cost
Adjustment shall be paid by the appropriate
party within twenty (20) days after the date of
delivery of the statement.
(d) NET LEASE. This shall be a net lease and
Base Rent shall be paid to Landlord absolutely
net of all costs and expenses. The provisions for
payment of Basic Operating Cost by means of
periodic payments of Tenant's Proportionate
Share of Estimated Basic Operating Cost and the
Basic Operating Cost Adjustment are intended to
pass on to Tenant and reimburse Landlord for all
cost and expenses of the nature described
in paragraph 29(a)(i) above incurred in
connection with ownership and operation of the
Building and such additional facilities now and
in subsequent years as may be determined by
Landlord to be necessary to the Building.
(e) TENANT AUDIT. Tenant shall have the right,
at Tenant's expense and upon not less than
forty-eight (48) hours prior written notice to
Landlord to review at reasonable times
Landlord's books and records for any calendar
year a portion of which falls within the Term for
purposes of verifying Landlord's calculation of
Basic Operating Cost and Basic Operating Cost
Adjustment. In the event that Tenant shall dispute
the amount set
-9-
<PAGE>
forth in any statement provided by Landlord under
paragraph 29(?) above. Tenant shall have the right
not later than twenty (20) days following the
receipt of such statement, and upon condition
that Tenant shall first deposit with Landlord
the full amount in dispute, to cause Landlord's
books and records with respect to such calendar
year to be audited by certified public accountants
selected by Tenant subject to Landlord's
reasonable right of approval. The Basic
Operating Cost Adjustment shall be
appropriately adjusted on the basis of such
audit. If such audit discloses a liability for
a refund or credit by Landlord to Tenant in
excess of ten percent (10%) of Tenant's
Proportionate Share of the Basic Operating Cost
Adjustment previously reported, the cost of
such audit shall be borne by Landlord.
Otherwise the cost of such audit shall be paid
by Tenant. If Tenant shall not request an audit
in accordance with the provisions of this
paragraph 29(e) within twenty (20) days of
receipt of Landlord's statement provided
pursuant to paragraph 29(d), such statement
shall be final and binding for all purposes
hereof.
TAXES 30. (a) Tenant shall pay before delinquency any and
PAYABLE all taxes levied or assessed and which become
BY TENANT payable by Landlord (or Tenant) during the Term
of this Lease, whether or not now customary or
within the contemplation of the parties hereto,
which are based upon, measured by or otherwise
calculated with respect to: (a) the value of
Tenant's equipment, furniture, fixtures or
other personal property located in the
Premises; (b) the value of any leasehold
improvements, alterations, or additions made in
or to the Premises, regardless of whether title
to such improvements, alterations or additions
shall be in Tenant or Landlord; or (c) this
transaction or any document to which Tenant is
a party creating or transferring an interest or
an estate in the Premises.
(b) In the event that it shall not be lawful
for Tenant so to reimburse Landlord, the Rent
shall be revised to net Landlord the same net
rent after imposition of any such tax upon
Landlord as would have been payable to Landlord
prior to the imposition of any such tax. All
taxes payable by Tenant under this Paragraph 30
shall be additional rental.
SUCCESSORS
AND ASSIGNS 31. Subject to the provisions of paragraph 10
hereof, the terms, covenants and conditions
contained herein shall be binding upon and
inure to the benefit of the heirs, successors,
executors, administrators and assigns of the
parties hereto.
ATTORNEYS'
FEES 32. In the event that any action or proceeding
is brought to enforce any term, covenant or
condition of this Lease on the part of Landlord
or Tenant, the prevailing party in such
litigation shall be entitled to reasonable
attorneys' fees to be fixed by the court in
such action or proceeding.
LIGHT
AND AIR 33. No diminution of light, air or view by any
structure which may hereafter be erected
(whether or not by Landlord) shall entitle
Tenant to any reduction of Rent, result in any
liability of Landlord to Tenant, or in any
other way affect this Lease or Tenant's
obligations hereunder.
PUBLIC TRANS-
PORTATION 34. Tenant shall establish and maintain during
INFORMATION the Term hereof a program to encourage maximum
use of public transportation by personnel of
Tenant employed on the Premises, including
without limitation the distribution to such
employees of written materials explaining the
convenience and availability of public
transportation facilities adjacent or proximate
to the Building, staggering working hours of
employees, and encouraging use of such
facilities, all at Tenant's sole reasonable cost
and expense.
MISCELLANEOUS 35. (a) The term "Premises" shall be deemed to
include (except where such meaning would be
clearly repugnant to the context) the office
space demised and improvements now or at any
time hereinafter comprising or built in the
space hereby demised.
(b) The paragraph headings herein are for
convenience of reference and shall in no way
define, increase, limit or describe the scope
or intent of any provision of this Lease.
(c) The term "Landlord" in these presents shall
include the Landlord, its successors and
assigns. In any case where this Lease is signed
by more than one person, the obligations
hereunder shall be joint and several.
(d) The term "Tenant" or any pronoun used in
place thereof shall indicate and include the
masculine or feminine, the singular or plural
number, individuals, firms or corporations, and
their and each of their respective successors,
executors, administrators and permitted
assigns, according to the context hereof.
(e) Time is of the essence of this Lease and all
of its provisions.
(f) This Lease shall in all respects be
governed by the laws of the State of California.
(g) This Lease, together with its exhibits,
contains all the agreements of the parties
hereto and supersedes any previous negotiations.
(h) There have been no representations made by
the Landlord or understandings made between the
parties other than those set forth in this
Lease and its exhibits.
(i) This Lease may not be modified except by a
written instrument by the parties hereto.
(j) If for any reason whatsoever any of the
provisions hereof shall be unenforceable or
ineffective, all of the other provisions shall
be and remain in full force and effect.
(k)_____________________________________________
________________________________________________
________________________________________________
LEASE 36. Submission of this instrument for examination
EFFECTIVE or signature by Tenant does not constitute a
DATE reservation or option for lease, and it is not
effective as a lease or otherwise until execution
and delivery by both Landlord and Tenant.
IN WITNESS WHEREOF, the parties hereto
have executed this Lease the day and year first
above written.
"LANDLORD"
Parker Associates
---------------------------------
Date 2/2/99 By /s/ Michael Horowitz
------ -------------------------------
Its General Partner
--------------------------
"TENANT"
Ask Jeeves, Inc.
---------------------------------
Date 2/1/99 By /s/ Robert Wrubel
------ -------------------------------
Its President
-----------------------------
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<PAGE>
RULES AND REGULATIONS
EXHIBIT A.
1. Sidewalks, halls, passages, exits, entrances,
elevators, escalators and stairways shall not
be obstructed by Tenants or used by them for
any purpose other than for ingress to and
egress from their respective premises. The
halls, passages, exits, entrances, elevators
and stairways 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 and interests
of the Building and its Tenants, provided that
nothing herein contained shall be construed to
prevent such access to persons with whom any
Tenant normally deals in the ordinary course of
such Tenant's business unless such persons are
engaged in illegal activities. No Tenant, and
no employees or invitees of any Tenant, shall
go upon the roof of the Building, except as
authorized by Landlord.
2. No sign, placard, picture, name, advertisement
or notice, visible from the exterior of leased
premises shall be inscribed, painted, affixed,
installed or otherwise displayed by any Tenant
either on its premises or any part of the
Building without the prior written consent of
Landlord, and Landlord shall have the right to
remove any such sign, placard, picture, name,
advertisement, or notice without notice to and
at the expense of the Tenant.
If Landlord shall have given such consent
to any Tenant at any time, whether before or
after the execution of the lease, such consent
shall in no way operate as a waiver or release
of any of the provisions hereof or of such
lease, and shall be deemed to relate only to
the particular sign, placard, picture, name,
advertisement or notice so consented to by
Landlord and shall not be construed as
dispensing with the necessity of obtaining the
specific written consent of Landlord with
respect to any other such sign, placard,
picture, name, advertisement or notice.
All approved signs or lettering on doors
and walls shall be printed, painted, affixed or
inscribed at the expense of the Tenant by a
person approved by Landlord.
3. The bulletin board or directory of the Building
will be provided exclusively for the display of
the name and location of Tenants only and
Landlord reserves the right to exclude any
other names therefrom.
4. No curtains, draperies, blinds, shutters,
shades, screens or other coverings, awnings,
hangings or decorations shall be attached to,
hung or placed in, or used in connection with,
any window or door on any premises without the
prior written consent of Landlord. In any event
with the prior written consent of Landlord, all
such items shall be installed inboard of
Landlord's standard window covering and shall
in no way be visible from the exterior of the
Building. No articles shall be placed or kept
on the window sills so as to be visible from
the exterior of the Building. No articles shall
be placed against glass partitions or doors
which might appear unsightly from outside
Tenant's Premises.
5. Landlord reserves the right to exclude from the
Building between the hours of 6 pm and 8 am and
at all hours on Saturdays, Sundays and holidays
all persons who are not Tenants or their
accompanied guests in the Building. Each Tenant
shall be responsible for all persons for whom
it allows to enter the building and shall be
liable to Landlord for all acts of such persons.
Landlord shall in no case be liable for
damages for error with regard to the admission
to or exclusion from the Building of any person.
During the continuance of any invasion,
mob, riot, public excitement or other
circumstance rendering such action advisable in
Landlord's opinion, Landlord reserves the right
to prevent access to the Building by closing
the doors, or otherwise, for the safety of
Tenants and protection of the Building and
property in the Building.
6. Except with the written consent of Landlord no
person or persons other than those approved by
Landlord shall be permitted to enter the
Building for the purpose of cleaning the same.
No Tenant shall cause any unnecessary labor by
reason of such Tenant's carelessness or
indifference in the preservation of good order
and cleanliness of the premises. Landlord shall
in no way be responsible to any Tenant for any
loss of property on the premises, however
occurring, or for any damage done to the
effects of any Tenant by the janitor or any
other employee or any other person.
7.
8. Each Tenant shall see that all doors of its
premises are closed and securely locked and
must observe strict care and caution that all
water faucets or water apparatus are entirely
shut off before the Tenant or its employees
leave such premises, and that all utilities
shall likewise be carefully shut off, so as to
prevent waste or damage, and for any default or
carelessness the Tenant shall make good all
injuries sustained by other Tenants or
occupants of the Building or Landlord. On
multiple-tenancy floors, all Tenants shall keep
the door or doors to the Building corridors
closed at all times except for ingress or
egress.
9. As more specifically provided in the Tenant's
Lease of the Premises, Tenant shall not waste
electricity, water or air-conditioning and
agrees to cooperate fully with Landlord to
assure the most effective operation of the
Building's heating and air-conditioning, and
shall refrain from attempting to adjust any
controls other than room thermostats installed
for Tenant's use.
10. No Tenant shall alter any lock or access device
or install a new additional lock or access
device or any bolt on any door of its premises
without the prior written consent of Landlord.
If Landlord shall give its consent, the Tenant
shall in each case furnish Landlord with a key
for any such lock.
11. No Tenant shall make or have made additional
copies of any keys or access devices provided
by Landlord. Each Tenant, upon the termination
of the Tenancy, shall deliver to Landlord all
the keys or access devices for the Building,
offices, rooms and toilet rooms which shall
have been furnished the Tenant or which the
Tenant shall have had made. In the event of the
loss of any keys or access devices so furnished
by Landlord, Tenant shall pay Landlord therefor.
12. The toilet rooms, toilets, urinals, wash bowls
and other apparatus shall not be used for any
purpose other than that for which they were
constructed 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.
13. No Tenant shall use or keep in its premises or
the Building any kerosene, gasoline or
inflammable or combustible fluid or material
other than limited quantities necessary for the
operation or maintenance of office or office
equipment. No Tenant shall use any method of
heating or air-conditioning other than that
supplied by Landlord.
14. No Tenant shall use, keep or permit to be used
or kept in its premises any foul or noxious gas
or substance or permit or suffer such premises
to be occupied or used in a manner offensive or
objectionable to Landlord or other occupants of
the Building by reason of noise, odors and/or
vibrations or interfere in any way with other
Tenants or those having business therein, nor
shall any animals or birds be brought or kept
in or about any premises of the Building.
15. No cooking shall be done or permitted by any
Tenant on its premises (except that use by the
Tenant of Underwriters' Laboratory approved
equipment for the preparation of coffee, tea,
hot chocolate and similar beverages for Tenants
and their employees shall be permitted,
provided that such equipment and use is in
accordance with all applicable federal, state
and city laws, codes, ordinances, rules and
regulations), nor shall premises be used for
lodging.
EXHIBIT "A" Page 1
<PAGE>
16. Except with the prior written consent of Landlord, no Tenant shall sell
or permit the sale, at retail, of newspapers, magazines, periodicals,
theatre tickets or any other goods or merchandise in or on any premises,
nor shall Tenant carry on, or permit or allow any employee or other
person to carry on, the Business of stenography, typewriting or any
similar business in or from any premises for the service or accommodation
of occupants of any other portion of the Building, nor shall the premises
of any Tenant be used for the storage of merchandise or for manufacturing
of any kind, or the business of a public barber shop, beauty parlor, nor
shall the premises of any Tenant be used for any improper, immoral or
objectionable purpose, or any business or activity other than that
specifically provided for in such Tenant's lease.
17. If Tenant requires telegraphic, telephonic, burglar alarm or similar
services, it shall first obtain, and comply with, Landlord's instructions
in their installation.
18. Landlord will direct electricians as to where and how telephone, telegraph
and electrical wires are to be introduced or installed. No boring or
cutting for wires will be allowed without the prior written consent of
Landlord. The location of burglar alarms, telephones, call boxes and
other office equipment affixed to all premises shall be subject to the
written approval of Landlord.
19. No Tenant shall install any radio or television antenna, loudspeaker or
any other device on the exterior walls or the roof of the Building. Tenant
shall not interfere with radio or television broadcasting or reception
from or in the Building or elsewhere.
20. No Tenant shall lay linoleum, tile, carpet or any other floor covering so
that the same shall be affixed to the floor of its premises in any manner
except as approved in writing by Landlord. The expense of repairing any
damage resulting from a violation of this rule or the removal of any floor
covering shall be borne by the Tenant by whom, or by whose contractors,
employees or invitees, the damage shall have been caused.
21. No furniture, freight, equipment, materials, supplies, packages,
merchandise or other property will be received in the Building or carried
up or down the elevators except between such hours and in such elevators
as shall be designated by Landlord.
Landlord shall have the right to prescribe the weight, size and
position of all safes, furniture or other heavy equipment brought into the
Building. Safes or other heavy objects shall, if considered necessary by
Landlord, stand on wood strips of such thickness as determined by Landlord
to be necessary to properly distribute the weight thereof. Landlord will
not be responsible for loss of or damage to any such safe, equipment or
property from any cause, and all damage done to the Building by moving or
maintaining any such safe, equipment or other property shall be repaired
at the expense of Tenant.
Business machines and mechanical equipment belonging to Tenant which
cause noise or vibration that may be transmitted to the structure of the
Building or to any space therein to such a degree as to be objectionable
to Landlord or to any tenants in the Building shall be placed and
maintained by Tenant, at Tenant's expense, on vibration eliminators or
other devices sufficient to eliminate noise or vibration. The persons
employed to move such equipment in or out of the Building must be
acceptable to Landlord.
22. No Tenant shall place a load upon any floor of the premises which exceeds
the load per square foot which such floor was designed to carry and which
is allowed by law. No Tenant shall mark, or drive nails, screw or drill
into, the partitions, woodwork or plaster or in any way deface such
premises or any part thereof. Nor shall any natural wood be painted
without Landlord's written consent. Normal wall covering shall be
excepted.
23. No Tenant shall install, maintain or operate upon the Premises any
vending machine without the written consent of Landlord.
24. There shall not be used in any space, or in the public areas of the
Building, either by any Tenant or others, any hand trucks except those
equipped with rubber tires and side guards or such other material-handling
equipment as Landlord may approve. No other vehicles of any kind shall be
brought by any Tenant into or kept in or about the premises.
25. Each Tenant shall store all its trash and garbage within the interior of
its premises. No material shall be placed in the trash boxes or
receptacles if such material is of such nature that it may not be disposed
of in the ordinary and customary manner of removing and disposing of trash
and garbage in the city without violation of any law or ordinance
governing such disposal. All trash, garbage and refuse disposal shall be
made only through entryways and elevators provided for such purposes and
at such times as Landlord shall designate.
26. Canvassing, soliciting, distribution of handbills or any other written
material, and peddling in the Building are prohibited and each Tenant
shall cooperate to prevent the same. No Tenant shall make room-to-room
solicitation of business from other tenants in the building.
27. Landlord shall have the right, exercisable without notice and without
liability to any Tenant, to change the name and address of the Building.
28. Landlord reserves the right to exclude or expel from the Building any
person who, in Landlord's judgment is intoxicated or under the influence
of liquor or drugs or who is in violation of any of the rules and
regulations of the Building.
29. Without the prior 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.
30. Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governmental
agency.
31. Tenant assumes any and all responsibility for protecting its Premises from
theft, robbery and pilferage, which includes keeping doors locked and
other means of entry to the Premises closed.
32. The requirements of Tenants will be attended to only upon application at
the office of the Building by an authorized individual. Employees of
Landlord shall not perform any work or do anything outside of their
regular duties unless under special instructions from Landlord, and no
employees will admit any person (Tenant or otherwise) to any office
without specific instructions from Landlord.
33. Landlord may waive any one or more of these Rules and Regulations for the
benefit of any particular Tenant or Tenants, but no such waiver by
Landlord shall be construed as a waiver of such Rules and Regulations in
favor of any other Tenant or Tenants, nor prevent Landlord from thereafter
enforcing any such Rules and Regulations against any or all Tenants of the
Building.
34. Landlord reserves the right to make such other and reasonable rules and
regulations as in its judgment may from time to time be needed for safety
and security, for care and cleanliness of the Building and for the
preservation of good order therein. Tenant agrees to abide by all such
Rules and Regulations hereinabove stated and any additional rules and
regulations which are adopted.
35. Tenant shall use carpet protector under all desk chairs, which may impact
on carpet seams.
36. Vehicles parked on premises overnight without prior written consent of the
Landlord shall be deemed abandoned and shall be subject to tow-away at
vehicle owner's expense. Parking spaces designated exclusively for Tenants
shall be excepted.
37. Tenant shall be responsible for the observance of all of the foregoing Rules
and Regulations by Tenant's employees, agents, clients, customers,
invitees and guests.
38. The Rules and Regulations are in addition to, and shall not be construed
to in any way modify, alter or amend, in whole or in part, the terms,
covenants, agreements and conditions of any Lease of Premises in the
Building. The word "Building" as used herein means the building of which
the premises are part.
Page 2
<PAGE>
EXHIBIT B AND FLOORPLAN FOR EXHIBIT C
[FLOOR PLAN]
<PAGE>
EXHIBIT B AND FLOORPLAN FOR EXHIBIT C
[FLOOR PLAN]
<PAGE>
FORM OF TENANT CERTIFICATE
EXHIBIT D.
___________________________
___________________________
___________________________
___________________________
RE:
Gentlemen:
The undersigned, as Tenant under that certain lease (the "Lease") dated
______________________________ 19 __, made with ____________________________
as Landlord (the "Landlord"), does hereby certify:
1. That the copy of the Lease attached hereto as Exhibit A is a true and
complete copy of the Lease, and there are no amendments, modifications or
extensions of or to the Lease and the Lease is now in full force and effect.
2. That its leased premises at the above location have been completed in
accordance with the terms of the Lease, that it has accepted possession of
said premises, and that it now occupies the same.
3. That it began paying rent on _____________ , 19 __ , and that, save only as
may be required by the terms of the Lease, no rental has been paid in
advance, nor has the undersigned deposited any sums with the Landlord as
security.
4. That there exist no defenses or offsets to enforcement of the Lease by the
Landlord and, so far as is known to the undersigned, the Landlord is not,
as of the date hereof, in default in the performance of the Lease, nor has
the Landlord committed any breach thereof, nor has any event occurred
which, with the passage of time or the giving of notice, or both, would
constitute a default or breach by the Landlord.
The undersigned acknowledges that you are relying on the above
representation of the undersigned in (advancing funds to purchase the
existing first mortgage loan covering the building in which the leased
premises are located) (in purchasing the building in which the leased
premises are located) and does hereby warrant and affirm to and for your
benefit, and that of your successors and assigns, that each of the
foregoing representations is true, correct and complete as of the date
hereof.
Dated: _________________________
By _____________________________
Its _________________________
EXHIBIT "D"
<PAGE>
ADDENDUM TO LEASE
This Lease addendum is made in respect to the Lease ("the Lease") between
Parker Associates, ("Landlord"), and Ask Jeeves, Inc. ("Tenant"), for Suite
#219, 2560 Ninth Street, Berkeley, California.
37. SERVICES AND UTILITIES.
Tenant shall provide its own janitorial service and pay utilities
directly to the utility companies for those utilities which are separately
metered to the Premises.
38. BASIC OPERATING COSTS.
The Basic Operating Cost per paragraph 29 that is proportionately
allocated to Tenant shall be limited to garbage removal, window washing, and
any security services needed for the well-being of the Tenants.
39. PARKING
Landlord shall provide Tenant with 3 parking spaces inside the garage of
the Building at a monthly rental of Free each and 1 spaces inside the garage
of the Building at a monthly rental of $30.00 each. Landlord's five year
lease on the parking lot includes a first right to purchase the land but is
subject to early termination of the Lease by the owner under certain
conditions. If such Lease is terminated, Landlord will use its best efforts
to obtain alternative parking spaces at no added cost to Tenant. In addition,
if Landlord succeeds in acquiring a parking facility directly across the
street from
1
<PAGE>
the Building, Tenant agrees to relocate its auto parking from inside the
garage and the Eighth Street lot to this new facility.
40. RENTAL ADJUSTMENTS.
The rent set forth on the Basic Lease Information Sheet shall be subject
to an adjustment based on the United States Bureau of Labor Statistics
Consumer Price Index (all items) for the San Francisco Bay Area ("CPI") in
effect as of December 1998. On each anniversary of the commencement of the
lease term, the rent shall be adjusted based on the percentage increase in
the most recently published CPI over the CPI for December 1998, provided
however, that in no lease year will the rent be increased less than 3% or
more than 8% of the then existing rent. If the actual increase in the CPI in
any year is less than 3%, the difference shall be subtracted from the change
in the CPI during the next following lease year. Similarly, if the actual
increase in the CPI in any year exceeds 8%, the excess shall be added to the
change in the CPI during the next following lease year for purposes of rent
adjustment.
41. INSURANCE
Section 11e of the Lease shall be amended by adding thereto the following:
Tenant shall take out and maintain during the term of this lease, at
Tenant's expense, comprehensive general liability insurance (Form
L6395a or its equivalent) and broad-form comprehensive general liability
extension endorsement (Form G 222 or L9001 or its equivalent). The
limits of said liability shall be $1,000,000. combined
2
<PAGE>
single limit bodily injury and property damage, and said policy shall
name Landlord as an additional insured (Form L9109 or its equivalent).
Tenant shall cause to be delivered to Landlord certificates evidencing
the foregoing insurance coverages, which certificates shall provide
that Landlord shall be given at lease 30 days written notice prior to
any change in or cancellation of Tenant's insurance policy.
In the event that a certificate evidencing the above is not available
or that equivalent forms are substituted for those named above, Tenant
shall obtain a signed confirmation from his insurance carrier, or their
authorized representative, that the coverage afforded under their
contract of insurance meet all of the above requirements. Landlord shall
have the right to determine whether said requirements have been
satisfied if the aforementioned certificate of insurance forms have not
been provided by Tenant.
42. CPI ANNIVERSARY DATE
With respect to paragraph 40, RENTAL ADJUSTMENTS the anniversary date
shall be November 1, 1999. The rental adjustment shall be on November 1, 1999.
43. SHARED UTILITIES
Tenants hereby acknowledges that electric and gas service to the Premises
will be shared with the Tenants of Suite #217. These Co-Tenants shall
allocate the cost of said services as they see fit to do, without Landlord's
involvement or responsibility. However, in the event of a disagreement over
such allocations, the parties shall submit the issue to binding arbitration
by Landlord.
44. APPROVAL OF THIRD PARTY
Landlord's obligations under this Lease shall be contingent upon
execution of a Termination Agreement satisfactory to Landlord and Pacific
Microsonics to terminate their current lease for Suite 219. Landlord's
contingency shall become satisfied and removed within 4 days after execution
of this Lease or this Lease shall become null and void and of no further
effect.