California-Concord-2401 Stanwell Drive Lease - Cuff Trust and Steritech Inc.
[CUFF PROPERTY MANAGEMENT CO. LETTERHEAD]
REAL PROPERTY LEASE
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THIS LEASE is made and entered into by and between S. P. Cuff as trustee of the
Cuff Trust dated 29 April 1982 and owner of the Buchanan Oaks Complex
hereinafter called "Lessor", without regard to number or gender, and Steritech,
Inc. hereinafter called "Lessee", without regard to number or gender.
1. PREMISES: Lessor hereby leases to Lessee and Lessee hereby leases
from Lessor those certain premises in the City of Concord, County of Contra
Costa, State of CALIFORNIA, known as Suite 300, Building "C" 2401 Stanwell
Drive, Concord, CA 94520, the sum totaling approximately 1,380 sq. ft. of the
Buchanan Oaks Complex, 2401 Stanwell Drive, Concord, California. For the
purpose of conducting the following business: Biotechnology R&D Administration.
2. TERM & RENT: The term of this lease shall be for one year. The Lessee
may terminate the lease at the end of six months by giving the Lessor two months
prior notice. The lease will commence on the 1st day of September, 1996 and end
on the 31st day of August, 1997, at a total rent or sum of $21,384.00 DOLLARS,
lawful money of the United States of America, which Lessee agrees to pay to
Lessor, without deduction or offset, at such place or places as may be
designated from time to time by Lessor, in installments as follows:
$1,782 to be paid on execution of this lease. The balance due at $1,782/mo.
payable on the 15th day of each and every month commencing October 15, 1996.
The rental shall be adjusted every twelve (12) months to reflect the change, if
any, of the Consumers Price Index for all Urban Consumers (CPI-U) of San
Francisco, California, for the preceding year in accordance with the formula
stated in paragraph 35 of this lease with the following exceptions:
If there was a change in the Consumer Price Index the increase shall be
limited to 90% of the increase or decrease in the Consumer Price Index.
3. INCREASE IN REAL PROPERTY TAXES: Lessee shall pay any and all
increases in the real property taxes assessed and levied against the demised
premises above the tax presently assessed against the said premises, as well as
any special assessments imposed upon the demised premises for any purpose
whatsoever during the term hereof, whether the increase in said taxes results
from an increase in the assessed evaluation of the demised premises of the
improvements thereon or both. For the purpose of determining the base or
initial tax assess against said demised premises, the payment for the increases
for which the Lessee shall be solely responsible, Lessor and Lessee do hereby
declare as follows:
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Space occupies 4% percent (approx. 1,380 sq. ft.) of the total approx.
35,000 sq. ft. commonly known as The Buchanan Oaks Bldg., 2401 Stanwell Dr.,
Concord, California. This percentage will be multiplied by the tax bill amount
of the 1996 - 1997 tax year to determine the base tax. Lessee will then pay any
increase over and above this base tax in subsequent years.
4. SECURITY DEPOSIT: Lessor acknowledges receipt of a Security
Deposit in the amount of $1,782 upon execution of the lease, as security for
the full and faithful performance of the Lessee of the terms, conditions and
covenants of this Lease. Lessee and Lessor agree that the following disposition
shall apply to the Security Deposit.
a. If the monthly rent shall, from time to time, increase during the term,
or any extension of the term, of this Lease, Lessee shall thereupon deposit
with the Lessor additional Security Deposit so that the total Security Deposit
is equal to the then current monthly rent.
b. Lessor shall not be required to pay interest on the Security Deposit.
Lessors obligation with respect to the Security Deposit are those of debtor and
not a trustee.
c. If at any time during the term hereof Lessee should fail to repair any
damage to the premises leased or any part of the common portions of the
buildings caused by such Lessee or his agent, employees, invitees, or other
visitors through lack of ordinary care for a period of 30 days after written
demand to make such repairs is served on the Lessee by the Lessor, then the
Lessor may appropriate and apply any portion of the Security Deposit as may be
reasonably necessary to fund the repair. Lessee agrees to restore the Security
Deposit to its original amount should resort to the funds be required. Refusal
to restore such amount within 15 days of written demand shall be cause for
termination of this lease.
d. If on the termination of this Lease for any reason Lessee does not
leave the premises in as good condition, except for normal wear and tear, as
when received by the Lessee from the Lessor then the Lessor may appropriate and
apply any portion of the Security Deposit as may be reasonably necessary to
fund the repair.
5. LIABILITY INSURANCE: Lessee agrees during the full term of this
lease to carry public liability and property damage insurance covering the
demised premises in an amount of $250,000 for injury and/or death to any one
person, $500,000 for injury and death to any number of persons in any one
accident and $100,000 property damage liability in so-called Board Companies,
satisfactory to the Lessor, as evidenced by a certificate of insurance with a
10 day written notice of cancellation and to pay the premiums therefore and to
deliver said certificates or documents stating that the Lessee is insured unto
the Lessor, and the failure of the Lessee either to effect said insurance or to
pay the premiums therefore or to deliver said certificates or documents stating
that the Lessee is insured thereof unto the Lessor, and the failure of the
Lessee either to effect said insurance or to pay the premiums therefore or to
deliver said certificates or duplicates thereof unto the Lessor shall permit of
the Lessor itself effecting said insurance and paying the requisite premiums
therefor, which premiums shall be repayable unto it with the next installment
of rental, and failure to repay the sum shall carry with it the same
consequences as failure to pay any installment of rental. Each insurer
mentioned in this paragraph shall agree, by endorsement, upon the policy or
policies issued by it, or by independent instrument furnished to the Lessor,
that it will give the Lessor ten (10) days written notice before the policies
or policy in question shall be altered or canceled.
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6. FIRE INSURANCE: If the fire insurance rate on the building on the
premises is increased by reason of Lessee's occupancy thereof, over and above
the fire rate fixed for Lessor's previous use and occupancy thereof, the Lessee
shall pay to Lessor the additional premium by reason of such increase in
insurance rate for the unexpired portion of the term of this lease. Such
additional premium shall be paid to Lessor on demand and on submission to
Lessee of the proper evidences indicating such increase in rate.
7. POSSESSION: If Lessor, for any reason whatsoever, cannot deliver
possession of the said premises to Lessee at the commencement of the said term,
as hereinbefore specified, this lease shall not be void or voidable, nor shall
Lessor be liable to Lessee for any loss or damage resulting therefrom, but in
that event there shall be a proportionate deduction of rent covering the period
between the commencement of the said term and the time when Lessor can deliver
possession.
8. USES PROHIBITED: Lessee shall not use, or permit said premises, or
any part thereof, to be used, for any purpose or purposes other than the
purpose or purposes for which the said premises are hereby leased; and no use
shall be made or permitted to be made of the said premises, nor acts done,
which will increase the existing rate of insurance upon the building in which
said premises may be located, without the consent of the Lessor, or cause a
cancellation of any insurance policy covering said building, or any part
thereof, nor shall Lessee sell, or permit to be kept, used, or sold, in or
about said premises, any article which may be prohibited by the standard form
of fire insurance policies. Lessee shall, at his sole cost and expense, comply
with any and all requirements, pertaining to said premises, of any insurance
organization or company, necessary for the maintenance of reasonable fire and
public liability insurance, covering said building and appurtenances.
9. WASTE & ALTERATIONS: Lessee shall not commit, or suffer to be
committed, any waste upon the said premises, or any nuisance, or other act or
thing which may disturb the quiet enjoyment of any other tenants in the
building in which the demised premises may be located. Lessee shall not make,
or suffer to be made, any alterations of the said premises, or any part thereof
without the written consent of Lessor first had and obtained, any additions to,
or alterations of, the said premises, except movable furniture and trade
fixtures, shall become at once a part of the realty and belong to Lessor. At
the option of the Lessor the Lessee shall return the premises to the condition
and configuration of the space when first leased.
10. ABANDONMENT: Lessee shall not vacate or abandon the premises at
any time during the term; and if Lessee shall abandon, vacate or surrender said
premises, or be disposed by process of law, or otherwise, any personal property
belonging to Lessee and left on the premises shall be deemed to be abandoned,
at the option of Lessor, except such property as may be mortgaged to Lessor.
11. REPAIRS: Lessee shall, at his sole cost, keep and maintain said
premises and appurtenances and every part thereof including glazing, light
fixtures (and bulbs), plumbing (except buried pipes), any entrance doors and
the interior of the premises, in good and sanitary order, condition and repair,
(excepting exterior walls, roof mounted air conditioning units, common
hallways, common bathrooms, parking area, and roofs, all of which Lessor agrees
to repair), hereby waiving all right to make repairs at the expense of Lessor
as provided in Section 1942 of the Civil Code of the State of California, and
all rights provided for by Section 1941 of said Civil Code. By entry hereunder,
Lessee accepts the premises as being in
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good and sanitary order, condition and repair and agrees on the last day of
said term, or sooner termination of this lease, to surrender unto Lessor all
and singular said premises with said appurtenances in the same condition as
when received reasonable use and wear thereof and damage by fire, act of God or
by the elements excepted, and to remove all of Lessee's signs from said
premises. Lessee agrees to use chair pads under all desk and other chairs or
stools to prevent excessive carpet wear or to repair or replace worn areas or
the entire carpet upon vacating the space should the carpet be damaged beyond
normal wear and tear.
12. FREE FROM LIENS: Lessee shall keep the demised premises and the
property in which the demised premises are situated, free from any liens
arising out of any work performed, materials furnished, or obligations incurred
by Lessee.
13. COMPLIANCE WITH GOVERNMENTAL REGULATIONS: Lessee shall at his sole
cost and expense, comply with all of the requirements of all Municipal, State
and Federal authorities now in force, or which any hereafter be in force,
pertaining to the said premises, and shall faithfully observe in the use of the
premises all Municipal ordinances and State and Federal statutes now in force or
which may hereafter be in force. The judgment of any court of competent
jurisdiction, or the admission of Lessee in any action or proceeding against
Lessee, whether Lessor be a party thereto or not, that Lessee has violated any
such ordinance or statute in the use of the premises, shall be conclusive of
that fact as between Lessor and Lessee.
14. INDEMNIFICATION OF LESSOR: Except for Lessors substantial negligence
or willful misconduct Lessee, as a material part of the consideration to be
rendered to Lessor, hereby waives all claims against Lessor for damages to
goods, wares and merchandise, in, upon or about said premises and for injuries
to persons in or about said premises, for any cause arising at any time, and
Lessee will hold Lessor exempt and harmless from any damage or injury to any
person, or to the goods, wares and merchandise of any person, arising from the
use of the premises by Lessee, or from the failure of Lessee to keep the
premises in good condition and repair as herein provided.
15. ADVERTISEMENTS AND SIGNS: Lessee shall not conduct or permit to be
conducted any sale by auction on said premises. Lessee shall not place or
permit to be placed any projecting or lighted sign, marquee or awning on the
front of the said premises. Lessee, upon request of Lessor, shall immediately
remove any sign or decoration which Lessee has placed or permitted to be placed
in, on, or about the front of the premises and, which, in the opinion of
Lessor, is objectionable or offensive, and if Lessee fails so to do, Lessor may
enter upon said premises and remove the same. Lessee shall not place or permit
to be placed in windows or upon the walls, doors, lawns or roof, any sign,
advertisement or notice without the written consent of Lessor. Lessee shall
not advertise by means of signs or otherwise on or about the demised premises
any sale for the purpose of liquidation in anticipation of terminating business
without the express written consent of Lessor.
16. UTILITIES: Lessor shall pay for all gas, heat, power and light.
Lessor shall pay for water, garbage collection, and other services supplied to
the premises. Lessor shall pay for basic janitorial services. Lessee shall pay
for telephone service.
17. ENTRY BY LESSOR: Lessee shall permit Lessor and his agents to enter
into and upon said premises at all reasonable times with 24 hour notice (except
for emergencies or scheduled janitorial) for the purpose of inspecting the same
or for the purpose of Maintaining
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the building in which said premises are situated, or for the purpose of making
repairs, alterations or additions to any other portion of said building,
included the erection and maintenance of such scaffolding, canopies, fences and
props as may be required, or for the purpose of posting notices of
non-liability for alterations, additions, or repairs or for the purpose of
placing upon the property in which the said premises are located any usual or
ordinary or "for sale" signs, without any rebate of rent and without any
reliability to Lessee for any loss of occupation or quiet enjoyment of the
premises thereby occasioned; and shall permit Lessor, at any time within thirty
days prior to the expiration of this lease, to place upon said premises any
usual or ordinary "to let" or "to lease" signs.
18. DESTRUCTION OF PREMISES: In the event of a partial destruction of
the said premises during the said term, from any cause, Lessor shall forthwith
repair the same, provided such repairs can be made within sixty (60) days under
the laws and regulations of State, Federal, County or Municipal authorities,
but such partial destruction shall in no ways annul or void this lease, except
that Lessee shall be entitled to a proportionate deduction of rent while such
repairs are being made, such proportionate deduction to be based upon the
extent to which the making of such repairs shall interfere with the business
carried on by Lessee in the said premises. If such repairs cannot be made in
sixty (60) days, Lessor may, at his option, make same within a reasonable time,
this lease continuing in full force and effect and the rent to be
proportionately rebated as aforesaid in this paragraph provided. In the event
that Lessor does not so elect to make such repairs which cannot be made in
sixty (60) days, or such repairs cannot be made under such laws and
regulations, this lease may be terminated at the option of either party. In
respect to any partial destruction which Lessor is obligated to repair or may
elect to repair under the terms of this paragraph, the provisions of Section
1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of
the State of California are waived by Lessee. In the event that the building in
which the demised premises may be situated be destroyed to the extent of not
less than 33 1/3% of the replacement cost thereof, Lessor may elect to
terminate this lease, whether the demised premises be injured or not. A total
destruction of the building in which the said premises may be situated shall
terminate this lease. In the event of any dispute between Lessor and Lessee
relative to the provisions of this paragraph, they shall each select an
arbitrator, the two arbitrators so selected shall select a third arbitrator and
the three arbitrators so selected shall hear and determine the controversy and
their decision thereon shall be final and binding upon both Lessor and Lessee,
who shall bear the cost of such arbitration equally between them. Said
arbitration shall be conducted under the auspices of the American Arbitration
Association.
19. ASSIGNMENT AND SUB-LETTING: Lessee shall not assign this lease, or
any interest therein, and shall not sublet the said premises or any part
thereof, or any right or privilege appurtenant thereto, or suffer any other
person (the agents and servants of Lessee excepted) to occupy or use the said
premises, or any portion thereof, without the written consent of Lessor first
had and obtained and a consent to one assignment, sub-letting, occupation or use
by any other person, shall not be deemed to be a consent to any subsequent
assignment, sub-letting, occupation or use by another person. Any such
assignment or sub-letting without such consent shall be void, and shall, at the
option of Lessor, terminate this lease. This lease shall not, nor shall any
interest therein, be assignable, as to the interest of Lessee, by operation of
law, without the written consent of Lessor.
20. INSOLVENCY OR BANKRUPTCY: Either (a) the appointment of a receiver
(except a receiver mentioned in paragraph 18 hereof) to take possession of all
or substantially all of the assets of Lessee, or (b) a general assignment by
Lessee for the benefit of creditors,
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of (c) any action taken or suffered by Lessee under any insolvency or
bankruptcy act shall constitute a breach of this lease by Lessee and Lessor may
declare this lease terminated and any assignment pursuant thereto void.
21. DEFAULT: In the event of any breach of this lease by Lessee, then
Lessor besides other rights or remedies he may have, shall have the immediate
right of re-entry and may remove all persons and property from the premises,
such property may be removed and stored in a public warehouse or elsewhere at
the cost of, and for the account of Lessee. Should Lessor elect to re-enter,
as herein provided, or should he take possession pursuant to legal proceedings
or pursuant to any notice provided for by law, he may either terminate this
lease or he may from time to time, without terminating this lease, re-let said
premises or any part thereof for such term or terms (which may be for a term
extending beyond the term of this lease) and at such rental or rentals and upon
each such other terms and conditions as Lessor in his sole discretion may deem
advisable with the right to make alterations and repairs to said premises; upon
each such re-letting (a) Lessee shall be immediately liable to pay to Lessor, in
addition to any indebtedness other than rent due hereunder, the cost and
expenses of such re-letting and of such alterations and repairs, incurred by
Lessor, and the amount, if any, by which the rent reserved in this lease for
the period of such re-letting (up to be not beyond the term of this lease)
exceeds the amount agreed to be paid as rent for the demised premises for such
period on such re-letting; or (b) at the option of Lessor rents received by
such Lessor from such re-letting shall be applied first, to the payment of any
indebtedness, other than rent due hereunder from Lessee to Lessor; second, to
the payment of any costs and expenses of such re-letting and of such
alterations and repair; third, to the payment of rent due and unpaid hereunder
and the residue, if any, shall be held by Lessor and applied in payment of
future rent as the same may become due and payable hereunder. If Lessee has
been credited with any rent to be received by such re-letting under option (a),
and such rent shall not be promptly paid to Lessor by the new tenant, or of
such rentals received from such re-letting under option (b) during any month be
less than that to be paid during that month by Lessee hereunder, Lessee
shall pay any such deficiency to Lessor. Such deficiency shall be calculated
and paid monthly. No such re-entry or taking possession of said premises by
Lessor shall be construed as an election on his part to terminate this lease
unless a written notice of such intention be given to Lessee or unless the
termination thereof be decreed by a court of competent jurisdiction.
Notwithstanding any such re-letting without termination, Lessor may at any time
thereafter elect to terminate this lease for such previous breach. Should
Lessor at any time terminate this lease for any breach, in addition, to any
other remedy he may have, he may recover from Lessee all damages he may incur
by reason of such breach, including the cost of recovering the premises, and
including the worth at the time of such termination of the excess, if any
of the amount of rent and charges equivalent to rent reserved in this lease for
the remainder of the stated term over the then reasonable rental value of the
premises for the remainder of the stated term, all of which amounts shall be
immediately due and payable from Lessee to Lessor.
22. SURRENDER OF LEASE: The voluntary or other surrender of this lease
by Lessee, or a mutual cancellation thereof, shall not work a merger, and
shall, at the option of Lessor, terminate all or any existing sub-leases or
sub-tenancies, or may at the option of Lessor, operate as an assignment to him
of any or all such sub-leases or sub-tenancies.
23. ARBITRATION: Any dispute arising between the parties shall be
settled and decided by arbitration conducted in accordance with the commercial
arbitration rules of the American Arbitration Association (AAA), as then in
effect. The prevailing party in the
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arbitration shall be awarded reasonable attorney's fees, expert and non-expert
witness costs and expenses incurred in connection with said arbitration, unless
the arbitrator for good cause determines otherwise. Costs and fees of the
arbitrator shall be borne by the non-prevailing party. The award of the
arbitrator, which may include equitable relief, shall be final and judgment may
be entered upon it in accordance with applicable law in any court having
jurisdiction thereof. The provisions of Title 9 of the Part 3 of California
Code of Civil Procedure, including Section 1283.05 thereof, permitting expanded
discovery proceedings, shall be applicable to all disputes which are arbitrated
hereunder. Any demand for arbitration shall be in writing and must be made
within a reasonable time after the claim, dispute or other matter in question
has arisen. In no event shall the demand for arbitration be made after the date
that the institution of legal or equitable proceedings based on such claim,
dispute or other matter would be barred by the applicable statute of
limitations.
24. EXPENSES OF ENFORCEMENT: In case any suit shall be brought by the
Lessor against the Lessee to enforce any provision of this lease or for
unlawful detainer of said premises and for recovery of any rent due hereunder
or because of the breach of any other covenant herein, Lessee shall pay to
Lessor all costs incurred including attorney's fees and fees to a collection
agency.
25. RECEIVERSHIP: If a receiver be appointed at the instance of
Lessor in any action against Lessee to take possession of said premises and/or
to collect the rents or profits derived therefrom, the receiver may, if it be
necessary or convenient in order to collect such profits, conduct the business
of Lessee then being carried on in said premises and may take possession of any
personal property belonging to Lessee and used in the conduct of such business,
and may use the same in conducting such business on the premises without
compensation to Lessee for such use. Neither the application for the
appointment of such receiver, nor the appointment of such a receiver, shall be
construed as an election on Lessor's part to terminate this lease unless a
written notice of such intention is given to Lessee.
26. NOTICES: All notices to be given to Lessee may be given in
writing personally or by depositing the same in the United States mail, postage
prepaid, and addressed to Lessee at the said premises, whether or not Lessee
has departed from, abandoned or vacated the premises. All notices from the
Lessee to the Lessor shall be by depositing said notice in the United States
mail, postage prepaid, and addressed to 2525 Stanwell Dr., Concord, CA 94520.
27. TRANSFER OF SECURITY: If any security be given by Lessee to
secure the faithful performance of all or any of the covenants of this lease on
the part of Lessee, Lessor may transfer and/or deliver the security, as such,
to the purchaser of the reversion, in the event that the reversion be sold, and
thereupon Lessor shall be discharged from any further liability in reference
thereto.
28. WAIVER: The waiver by Lessor of any breach of any term, covenant
or condition herein contained shall not be deemed to be a waiver of such term,
covenant or condition or any subsequent breach of the same or any other term,
covenant or condition therein contained. The subsequent acceptance of rent
hereunder by Lessor shall not be deemed to be a waiver of any preceding breach
by Lessee of any term, covenant or condition of this lease, other than the
failure of Lessee to pay such rent.
29. HOLDING OVER: Any holding over after the expiration of the said
term, with the consent of Lessor, shall be construed to be a tenancy from month
to month, at a rental of
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$1,900 per month, and shall otherwise be on the terms and conditions herein
specified, so far as applicable.
30. LEASE YEAR: For the purpose of this lease, the first "leasehold
year" shall be a period commencing on the day the Lessee opens the demised
premises for business and ending on the last day of the twelfth full calendar
month thereafter. After the first leasehold year, the term "leasehold year"
shall mean a fiscal year of twelve months commencing on the first day of the
first month following the close of the first fiscal year and each twelve months
period thereafter.
31. SIGNS: There shall be no signs erected by the Lessee upon the
roof, doors, windows, lawn or exterior walls of the demised premises, save and
except that Lessor grants to Lessee the right to inscribe upon the sign spaces
provided by the Lessor, and only those spaces, on the demised premises a sign
relating to the business of the Lessee conducted therein, which sign shall
conform to the architectural design and color of the signs already thereon and
be approved in writing by the Lessor.
32. MORTGAGE REQUIREMENTS: Lessee agrees to forthwith execute and
deliver to Lessor, upon receipt by it or written request therefrom from Lessor,
without any consideration whatsoever, such instrument or instruments as may be
required by any mortgagee or holder of a deed of trust or other encumbrance on
the real property on which the building containing the demised premises is
located.
33. SALE: In the event of a sale or conveyance by the Lessor of the
building containing the demised premises, the same shall operate to release the
Lessor from any future liability upon any of the covenants or conditions,
express or implied, herein contained in favor of the Lessee, and in such event
the Lessee agrees to look solely to the responsibility of the successor in
interest of the Lessor in and to this lease. If any security be given by Lessee
to secure the faithful performance of all or any of the covenants of this lease
on the part of the Lessee, Lessor may transfer and/or deliver the security, as
such to the purchase of the reversion, in the event that the reversion by sold,
thereupon Lessor shall be discharged from any further liability in reference
thereto.
34. SUBROGATION RIGHTS: Each of the parties hereto does hereby waive
its entire right of recovery against the other for any damages caused by an
occurrence insured against by such party, and the rights of any insurance
carrier to be subrogated to the rights of the insured under the applicable
policy. The foregoing waivers of subrogation shall be effected to the extent
permitted by the Lessor's and Lessee's respective insurers and provided that no
policy of insurance is invalidated as a result of such waivers. Each shall
notify the other in advance if there are lesser limits or if a policy of
insurance is invalidated by a waiver of subrogation.
35. SUCCESSORS AND ASSIGNS: The covenants and conditions herein
contained shall, subject to the provisions as to assignment, apply to and bind
the heirs, successors, executors, administrators and assigns of all of the
parties hereto and all of the parties hereto shall be jointly and severally
liable hereunder.
36. PARKING LOT: Seven parking spaces are assigned to the Lessee on
the property of the Buchanan Oaks Complex. These parking spaces are for the
sole purpose of parking vehicles during the working day. Parking spaces may not
be used for storage, overhaul or
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repair of vehicles. Any other use of parking spaces will not be made without
the written consent of the Lessor. No painting, assembly or storage of
vehicles, trash (or any material) will be done in the parking lot without the
written permission of the Lessor.
37. OPTION TO RENEW: If the Lessee has fully and faithfully kept and
performed all of the terms, covenants, and conditions of this Lease on the part
of the Lessee to be kept and performed, including the full and prompt payment
of all rental herein reserved, then and in such event only Lessee shall, with
the consent of the Lessor requested and granted at the time of written notice,
have the right at its option to renew and extend this Lease for an additional
term of six months. Additional six month options may be exercised for three
year(s) to begin at the expiration of the primary term hereof, provided Lessee
give written notice to Lessor of exercising said option at least two (2) months
prior to the date of the expiration of the term of this Lease or any extension
thereto. Any request to extend the lease by the Lessee shall be responded to
within 10 days of receipt by the Lessor. In the event that the Lessee exercises
the option hereabove described and provided for, rental to be charged shall be
adjusted annually on the anniversary date of the lease as follows:
The value placed upon the consumer price index of San Francisco, California,
all items index on the most recently published report prior to the first day of
the term hereof shall be considered normal. The same Index will be examined on
the most recently published report at the expiration of the term hereof and the
rental for the additional term or any holding over shall be determined by
increasing the normal monthly rental herein reserved by the percentage increase
of said index above or below normal as herein defined; for example, if the most
recently published Index on August, 1982 was 250 points and the most recently
published index prior to July 31, 1984, was 275 points, the rental would be
increased by 10%. The subsequent monthly rent will be determined annually on
the basis of 90% of this value (10%) and, in the case of the example shown
would therefore be 9% for the first year.
38. ENVIRONMENTAL:
a. Lessor agrees to indemnify and save harmless Lessee, Lessee's
successors and assigns and Lessee's present and future officers, directors,
employees and agents (collectively "Indemnities") from and against any and all
liabilities, penalties, fines, forfeitures, demands, damages, loses, claims,
causes of action, suits, judgments, and costs and expenses incidental thereto
(including cost of defense, settlement, arbitration, reasonable attorney's
fees, reasonable consultant's fees and reasonable expert fees), which Lessee or
any of all the Indemnities may hereafter suffer, incur, be responsible for or
disburse as a result of:
1) any government action, order, directive, administrative proceeding
or ruling;
2) personal or bodily injuries (including death) or damage (including
loss of use) to any sites (public or private);
3) any violation or alleged violation of laws, statutes, ordinances,
orders, rules or regulations of any government entity or agency
(collectively "Environmental Liabilities") directly or indirectly caused by or
arising out of any Environmental Hazards existing on or about the Site except
to the extent that any such existence is caused by Lessee's activities at the
Site. The term "Environmental Hazards" shall be defined as hazardous
substances, hazardous wastes, pollutants, asbestos, polychlorinated
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biphenyls (PCBs), petroleum or other fuels (including crude oil or any fraction
or derivative thereof) and underground storage tanks. The term "hazardous
substances" shall be defined in the Comprehensive Environmental Response,
Compensation, and Liability Act (42 U.S.C. Section 9601 et seq.) (CERCLA), and
any regulations promulgated pursuant thereto. The term "pollutants" shall be
defined in the Clean Water Act (33 U.S.C. Section 1251 et seq.), and any
regulations promulgated pursuant thereto. This provision shall survive
termination of the Lease.
b. Lessee agrees to indemnify and save harmless Lessor, Lessor's
successors and assigns and Lessor's present and future owner, officers,
trustees, directors, employees and agents (collectively "Indemnities") from and
against any and all liabilities, penalties, fines, forfeitures, demands,
damages, losses, claims, causes of action, suits, judgments, and costs and
expenses incidental thereto (including cost of defense, settlement,
arbitration, reasonable attorneys' fees, reasonable consultant fees and
reasonable expert fees), which Lessor or any or all of the Indemnities may
hereafter suffer, incur, be responsible for or disburse as a result of any
Environmental Hazards existing on or about the site but only to the extent that
any such existence is caused by the Lessee's activities on the Site. This
provision shall survive termination of the Lease.
c. In the event any Environmental Hazards are found at any time to be
in existence on or about the Site other than Environmental Hazards whose
existence is caused by the Lessee's activities on the Site, Lessee shall have
the right to terminate this Lease by so notifying Lessor in writing.
d. Notwithstanding anything to the contrary contained herein, an
environmental clean-up cost or other Environmental Liability for which Lessee
is not responsible pursuant to this paragraph shall not be includable in the
monthly rent paid hereunder.
E. In no event shall Lessee be responsible for environmental
hazards caused by materials on the premises prior to Lessee's tenancy.
39. PROTECTION OF PREMISES: Lessor agrees to use carpet protectors
under all chairs with wheels or to replace worn carpeting caused by the lack of
use of such protectors.
40. TIME: Time is of the essence of this lease.
IN WITNESS WHEREOF, the parties hereto have caused this lease to be executed
this 8th day of August, 1996.
LESSOR: LESSEE:
/s/ S.P. Cuff /s/ Stephen T. Isaacs
--------------------------------- -----------------------------
S.P. CUFF, Trustee & Owner STEPHEN T. ISAACS
Cuff Trust & Buchanan Oaks Bldgs. Steritech, Inc.
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