California-Cupertino-20863 Stevens Creek Boulevard Lease - Stevens Creek Office Center Associates and Portal Communications Co.
OFFICE LEASE
between
STEVENS CREEK OFFICE CENTER ASSOCIATES,
as LANDLORD
and
PORTAL COMMUNICATIONS COMPANY
as TENANT
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BASIC LEASE INFORMATION
OFFICE LEASE
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LEASE DATE: November 4, 1991
LANDLORD: STEVENS CREEK OFFICE CENTER ASSOCIATES, A California Limited
Partnership
20863 Stevens Creek Blvd, #50
Cupertino, CA
ADDRESS OF LANDLORD: 20863 Stevens Creek Blvd.
Suite #500
Cupertino, CA 95014
TENANT: John Little
(dba Portal Communications Company)
ADDRESS OF TENANT: 20863 Stevens Creek Blvd.
Suite #260
Cupertino, CA 95014
CONTACT: John Little TELEPHONE: 973-9111
BUILDING: 20863 SUITE: 200
FLOOR: First
RENTABLE AREA OF PREMISES: 2,773 rentable square feet (includes a 4% Load Factor)
*Measured n accordance with BOMA Standards
PARAGRAPH 3: Term: 60 Months Commencing on 1/15/92 and ending on 1/14/97
PARAGRAPH 5: Rent: Months 00-24 Three thousand five hundred no/dollars
($3,500.00) per month
25-36 Four thousand three hundred twenty
no/dollar ($4,320.00) per month
37-60 Five thousand two hundred sixty-eight
70/dollars ($5,268.70) per month
PARAGRAPH 7: Base tax Year. 1992
PARAGRAPH 7: Base Expense Year: 1992
PARAGRAPH 6: Security Deposit: Four thousand three hundred twenty no/dollar ($4,320.00)
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Addenda: 32. Right of First Refusal on 20863 Stevens Creek Blvd.
Addenda: 33. Right to Renew Lease Agreement for three (3) years at 95% of
market
RENTABLE AREA OF PROJECT: 107,179
TENANT PERCENTAGE SHARE: 259%
SHARE:
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OFFICE BUILDING LEASE
1. PARTIES. This Lease, dated, form reference purposes only, November 4, 1991,
is made by and between STEVENS CREEK OFFICE CENTER ASSOCIATES (herein called
"Landlord") and PORTAL COMMUNICATION COMPANY (herein called "Tenant").
2. PREMISES. Landlord does hereby lease to Tenant and Tenant hereby leases from
Landlord that certain office space (herein called "Premises") indicated on
Exhibit "A" attached hereto and incorporated herein by reference, said Premises
being agreed, for the purpose of this Lease, to have an area of approximately
2,773 square feet and being situated on the first floor of that certain Building
known as 20863 Stevens Creek Blvd., Cupertino, California.
Said Lease is subject to the terms, covenants and conditions herein
set forth and the Tenant covenants as a material part of the consideration for
this Lease to keep and perform each and all of said terms, covenants and
conditions by it to be kept and performed and that this Lease is made upon the
condition of said performance, The premises may include a proportionate share of
common area.
3. TERM. The term of this Lease shall be for 60 months, commencing on the 15
day of January, 1991 and ending on the 14th day of January 1997.
4. POSSESSION.
4.a. If the Landlord, for any reason whatsoever, cannot deliver
possession of the said Premises to the Tenant at the commencement of the term
hereof, this Lease shall not be void or voidable, nor shall Landlord be liable
to Tenant for any loss or damage resulting therefrom, nor shall the expiration
date of the above term be in any way extended, but in that event, all rent shall
be abated during the period between the commencement of said term and the time
when Landlord delivers possession.
4.b. In the event that Landlord shall permit Tenant to occupy the
Premises prior to the commencement date of the term, such occupancy shall be
subject to all the provisions of this Lease. Said early possession shall not
advice the termination date hereinabove provided.
5. RENT. Tenant agrees to pay to Landlord as rental, without prior notice or
demand, for the Premises the sum of:
**SEE BASIC LEASE INFORMATION PAGE FOR RENT SCHEDULE
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on or before the first day of the first full calendar month of the term hereof
and a like sum on or before the first day of each and every successive calendar
month thereafter during the term hereof, except that the first month's rent
shall be paid upon the execution hereof. Rent for any period during the term
hereof which is for less than one (1) month shall be a prorated portion of the
monthly installment herein, based upon a thirty (30) day month. Said rental
shall be paid to Landlord, without deduction or offset in lawful money of the
United States of America, which shall be legal tender at the time of payment at
the Office of the Building, or to such other person or at such other place as
Landlord may from time to time designate in writing.
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6. SECURITY DEPOSIT. Tenant has deposited with Landlord the sum of Four
thousand three hundred twenty no/dollars ($4,320.00). Said sum shall be held
by Landlord as security for the faithful performance by Tenant of all the
terms, covenants, and conditions of this Lease to be kept and performed by
Tenant during the term hereof. If Tenant defaults with respect to any
provision of this Lease, including, but not limited to the provisions relating
to the payment of rent, Landlord may (but shall not be required to) use, apply
or remain all or any part of this security deposit for the payment of any rent
or any other sum in default, or for the payment of any amount which Landlord
may Spend or become obligated to spend by reason of Tenant's default, or to
compensate Landlord for any other loss or damage which Landlord may suffer by
reason of Tenant's default, If any portion of said deposit is so used or
applied, Tenant shall within five (5) days after written demand therefor,
deposit cash with Landlord in an amount sufficient to restore the security
deposit to its original amount and Tenant's failure to do so shall be a
material breach of this Lease. Landlord shall not be required to keep this
security deposit separate from its general funds and Tenant shall not be
entitled to interest on such deposit. If Tenant shall fully and faithfully
perform every provision of this Lease to be performed by it, the security
deposit or any balance thereof shall be returned to Tenant (or, at Landlord's
option, to the last assignee of Tenant's interest hereunder) at the expiration
of the Lease term. In the event of termination of Landlord's interest in this
Lease, Landlord shall transfer said deposit to Landlord's successor in
interest.
7. RENT ADJUSTMENTS. For the purposes of this Article, the following terms are
defined as follows:
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Base Year: The calendar year in which this lease term commences.
Comparison Year: Each calendar year of the term after the Base Year.
Direct Expenses: *SEE ATTACHED INSERT #1*
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INSERT #1
Direct Expenses:
"Notwithstanding the foregoing, Direct Expenses shall not include, and
Tenant shall not be required to pay, any of the following: (a) legal fees,
brokerage commissions, advertising costs, or other related expenses incurred in
connection with the leasing of the Building of which the Premises are a part;
(b) repairs, alterations, additions, improvements or replacements made to
rectify or correct any defect in the design, materials or workmanship of the
Building; (c) any improvements, alterations or expenditures of a capital nature,
except as expressly allowed; (d) damage and repairs attributable to fire or
other casualty; (e) damage land repairs covered under any insurance policy
carried by Landlord in connection with the Building; (f) damage and repairs
necessitated by the negligence or willful misconduct of Landlord or Landlord's
agents, employees, contractors or invitees; (g) executive salaries or salaries
of service personnel to the extent that such service personnel perform services
other than in connection with the management, operation, repair or maintenance
of the Building and its common areas; (h) Landlord's general overhead expenses
not related to the Building; (i) payments of principal or interest on any
mortgage or other encumbrance; (j) legal fees, accountants fees and other
expenses incurred in connection with disputes with tenants or other occupants of
the Building or associated with the enforcement of any leases or defense of
Landlord's title to or interest in the Building or any part thereof; (k) costs
(including permit, license and inspection fees) incurred in renovating or
otherwise improving, decorating, painting or altering space for tenants or other
occupants or vacant space in the Building; (l) cost incurred due to violation by
Landlord or any other tenant in the Building of the terms and conditions of any
lease; (m) services or installations furnished to any tenant in the Building
which are not furnished to Tenant or quantities of such services furnished to
any tenant in the Building which are also furnished to Tenant but are furnished
to other tenants in an amount materially in excess of that which would represent
a fair proportion of such services; (n) the cost of any service provided to
Tenant or other occupants of the Building for which Landlord is entitled to be
reimbursed; (o) any cost or expense related to the removal, transportation or
storage of hazardous materials from the Premises, Building or land on which the
Building is located; and (p) any other expense which under generally accepted
accounting principles and practice, would not be considered a normal maintenance
and operating expense."
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7b Additional Rent: The Tenant shall, pay to the Landlord Rent "additional
rent" which shall consist of a pro rata portion of the
Direct Expenses. Paragraph 5b reflects Tenant's pro rata
portion of the Direct Expenses based on Landlord's current
Direct Expenses. If the Direct Expenses paid or I
incurred by the Landlord for the Base Year or the
Comparison Year on account of the operation and
maintenance of the Property, of which the Premises are a
part, are in excess of the estimated expenses for the Base
Year (see BASIC LEASE, PAGE) , then the Tenant shall pay
259% of the increase. This percentage is that portion of
the total rentable area of the Property which is the
Tenant's Premises. Landlord shall endeavor to give to
Tenant on or before the first day of March of each year
following the Base Year a statement of the increase in
additional rent payable by Tenant hereunder, but failure
by Landlord to give such statement by said date shall not
constitute a waiver by Landlord of its right to require an
increase in rent. Upon receipt of the statement, Tenant
shall pay in full the total amount of the increase, if
any, due for the past year and, in addition, the amount of
any such increase shall be used as an estimate of increase
for said current year; this amount shall be divided into
twelve (12) equal monthly installments and Tenant shall
pay to Landlord, concurrently with the regular monthly
rent payment next due following the receipt of such
statement, an amount equal to one (1) monthly installment
multiplied by the number of months from January in the
calendar year in which said statement is submitted to the
month of such payment, both months inclusive. Subsequent
installments shall be payable concurrently with the
regular monthly rent payments for the balance of that
calendar year and shall continue until the next Comparison
Year's statement is rendered. If the next or any
succeeding Comparison Year results in a greater increase
in Direct Expenses, then upon receipt of a statement from
Landlord, Tenant shall pay a lump sum equal to such total
increase in Direct Expenses over the estimate for the Base
Year, less the total of the monthly installments of
estimated increases paid in the previous calendar year for
which comparison is then being made to the Base Year; and
the estimated monthly installments to be paid for the next
year, following said Comparison Year shall be adjusted to
reflect such increase. If in any Comparison Year the
Tenant's share of Direct Expenses is
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less than the preceding year, then upon receipt of
Landlord's statement, any overpayment made by Tenant on
the monthly installment basis provided above shall be
credited towards the next monthly rent falling due and the
estimated monthly installments of Direct Expenses to be
paid shall be adjusted to reflect such lower Direct
Expenses for the most recent Comparison Year. If this
Lease terminates during a calendar year, the rental
adjustment shall be payable for the portion of the Calendar
Year covered by the lease term.
*Tenant shall incur a maximum 5% increase per year for
direct expenses.
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8. USE.
8.a. Tenant shall use the Premises for general office purposes and shall
not use or permit the Premises to be used for any other purposes without the
prior written consent of Landlord.
8.b. Tenant shall not do or permit anything to be done in or about the
Premises nor bring or keep anything therein which will in any way increase the
existing rate of or affect any fire or other insurance upon the Building or any
of its contents, or cause cancellation of any insurance policy covering said
Building or any part thereof or any of its contents. Tenant shall not do or
permit anything to be done in or about the Premises which will in any way
obstruct or interfere with the rights of other tenants or occupants of the
Building or injure or annoy them or use or allow the Premises to be used for any
improper immoral, unlawful or objectionable purpose, nor shall Tenant cause,
maintain or permit any nuisance in, on or about the Premises. Tenant shall not
commit or suffer to be committed any waste in or upon the Premises.
8.c. Tenant shall not bring, store, deposit or use any Hazardous
Material (as defined herein) on the Premises, nor shall Tenant allow or permit
its agents, employees, or contractors to bring, store, deposit or use any
Hazardous Material on the Premises, except incidental quantities of household
chemicals commonly used for office and janitorial purposes. "Hazardous Material"
as used herein shall mean any hazardous, toxic or radioactive substance now or
hereafter regulated by federal, state or local governmental or other authority,
including, but not limited to, any "hazardous substance" as defined in Section
101 of the Comprehensive Environmental Response, Compensation and Liability Act.
9. COMPLIANCE WITH LAW. Tenant shall not use the Premises or permit anything to
be done in or about the Premises which will in any way conflict with any law,
statute, ordinance or governmental rule or regulation now in force or which may
hereafter be enacted or promulgated. Tenant shall, at its sole cost and expense,
promptly comply with all laws, statutes, ordinances and governmental rules,
regulations or requirements now in force or which may hereafter be in force, and
with the requirements of any board of fire insurance underwriters or other
similar bodies now or hereafter constituted, relating to, or affecting the
condition, use or occupancy of the Premises, excluding structural changes not
related to or affected by Tenant's improvements or acts. The judgment of any
court of competent jurisdiction or the admission of Tenant in any action against
Tenant, whether Landlord be a party thereto or not, that Tenant has violated any
law, statute, ordinance or governmental rule, regulation or requirement, shall
be conclusive of that fact as between the Landlord and Tenant.
10. ALTERATIONS AND ADDITIONS. Tenant shall not make or suffer to be made any
alterations, additions or improvements to or of the Premises or any part thereof
without the
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written consent of Landlord first had and obtained and any alterations,
additions or improvements to or of said Premises, including, but not limited to,
wall covering, paneling and built-in cabinet work, but excepting movable
furniture and trade fixtures, shall on the expiration of the term become a part
of the realty and belong to the Landlord and shall be surrendered with the
Premises. In the event Landlord consents to the making of any alterations,
additions or improvements to the Premises by Tenant, the same shall be made by
Tenant at Tenant's sole cost and expense, and any contractor or person selected
by Tenant to make the same must first be approved of in writing by the Landlord.
Upon the expiration or sooner termination of the term hereof, Tenant shall, upon
written demand by Landlord, given at least thirty (30) days prior to the end of
the term, at Tenant's sole cost and expense, forthwith and with all due
diligence remove any alterations, additions, or improvements made by Tenant,
designated by Landlord to be removed, and Tenant shall, forthwith and with all
due diligence at its sole cost and expense, repair any damage to the Premises
caused by such removal. *Landlord consent shall not be unreasonably withheld and
shall be responded to in a timely manner.
11. REPAIRS
11.a. By taking possession of the Premises, Tenant shall be deemed to
have accepted the Premises as being in good, sanitary order, condition and
repair. Tenant shall, at Tenant's sole cost and expense, keep the Premises and
every part thereof in good condition and repair, damage thereto from causes
beyond the reasonable control of Tenant and ordinary wear and tear excepted.
Tenant shall upon the expiration or sooner termination of this Lease surrender
the Premises to the Landlord in good condition, ordinary wear and tear and
damage from causes beyond the reasonable control of Tenant excepted. Except as
specifically provided in an addendum, if any, to this Lease, Landlord shall have
no obligation whatsoever to alter, remodel, improve, repair, decorate or paint
the Premises or any part thereof and the parties hereto affirm that Landlord has
made no representations to Tenant respecting the condition of the Premises or
the Building except as specifically herein set forth. *Except latent defects.
11.b. Notwithstanding the provisions of Article 11.a. hereinabove,
Landlord shall repair and maintain the structural portions of the Building,
including the basic plumbing, air conditioning, heating, and electrical systems,
installed or furnished by Landlord, unless such maintenance and repairs are
caused in part or in whole by the act, neglect, fault or omission of any duty by
the Tenant, its agents, servants, employees or invitees, in which case Tenant
shall pay to Landlord the reasonable cost of such maintenance and repairs.
Landlord shall not be liable for any failure to make any such repairs or to
perform any maintenance unless such failure shall persist for an unreasonable
time after written notice of the need of such repairs or maintenance is given to
Landlord by Tenant. Except as provided in Article 22 hereof, there shall be no
abatement of rent and no liability of Landlord by reason of any injury to or
interference with Tenant's business arising from the making of any repairs,
alterations or improvements in or to any portion of the Building or the Premises
or in or to fixtures, appurtenances and equipment therein. *Except Landlords
gross negligence or willful misconduct or breach of contract of Landlord,
Landlord's agent or contractor. Tenant waives the right to make repairs at
Landlord's expense under any law, statute or ordinance now or hereafter in
effect.
12. LIENS. Tenant shall keep the Premises and the property in which the
Premises are situated free from any liens arising out of any work performed,
materials furnished or obligations
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incurred by Tenant. Landlord may require, at landlord's sole option, that Tenant
shall provide to Landlord, at Tenant's sole cost and expense, a lien and
completion bond in an amount equal to one and one-half (1 1/2) times any and all
estimated cost of any improvements, additions, or alterations in the Premises,
to insure Landlord against any liability for mechanics' and materialmen's liens
and to insure completion of the work.
13. ASSIGNMENT AND SUBLETTING. Tenant shall not either voluntarily or by
operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber
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 employees, agents, servants and invitees of Tenant excepted)
to occupy or use the said Premises, or any portion thereof, without the Written
consent of Landlord first had and obtained, which consent shall not be
unreasonably withheld, and a consent to one assignment, subletting, occupation
or use by any other person shall not be deemed to be a consent to any subsequent
assignment, subletting, occupation or use by another person. Any such assignment
or subletting without such consent shall be void, and shall, at the option of
the Landlord, constitute a default under this Lease. An assignment for purposes
of this paragraph shall include any sale or transfer, including by
consolidation, merger or reorganization, of a majority of the voting stock of
Tenant, if Tenant is a corporation, or any sale or other transfer of a majority
of the partnership interest in Tenant, if Tenant is a partnership, in a single
transaction or a series of related transactions. If tenant shall assign, sublet
or otherwise transfer this Lease or the Premises, or any portion thereof, with
Landlord's consent, Tenant shall pay to Landlord as additional rent, as and when
received, one-half of all amounts received by Tenant from such assignment,
subletting or transfer, in excess of the amounts required to be paid by Tenant
to Landlord pursuant to this Lease. *SEE ATTACHED INSERT #2
14. HOLD HARMLESS. Tenant shall indemnify and hold harmless Landlord against
and from any and all claims arising from Tenant's use of the Premises for the
conduct of its business or from any activity, work, or other thing done,
permitted by the Tenant in or about the Building, and shall further indemnify
and hold harmless Landlord against and from any and all claims arising from any
breach or default in the performance of any obligation on Tenant's part to be
performed under the terms of this Lease, or arising from any act or negligence 0
the Tenant, or any officer, agent, employee, guest, or invitee of Tenant, and
from all and against all costs, attorney's fees, expenses and liabilities
incurred in or about any such claim Dr any action or proceeding brought thereon,
and, in any case, action or proceeding be brought against Landlord by reason of
any such claim, Tenant upon notice from Landlord shall defend the same at
Tenant's expense by counsel reasonably satisfactory to Landlord. Tenant as a
material part of the consideration to Landlord hereby, assumes all risk of
damage to property or injury to persons, ill, upon or about the Premises, from
any cause other than Landlord's and Landlord's Agents gross negligence, and
Tenant hereby waives all claims in respect thereof against Landlord.
Landlord or its agents shall not be liable for any damage to property
entrusted to employees of the Building, nor for loss or damage to any property
by theft or otherwise, nor for any injury to or damage to persons or property
resulting from fire, explosion, falling plaster, steam, gas, electricity, water
or rain which may leak from any part of the Building or from the pipes,
appliances or plumbing works therein or from the roof, street or subsurface or
from any
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other place resulting from dampness or any other cause whatsoever, unless caused
by or due to the negligence of Landlord, its agents, servants or employees.
Landlord or its agents shall not be liable for interference with the light or
other incorporeal hereditaments, loss of business by Tenant, nor shall Landlord
be liable for any latent defect in the Premises or in the Building. Tenant shall
give prompt notice to Landlord in case of fire or accidents in the Premises or
in the Building or of defects therein or in the fixtures or equipment.
INSERT #2
Notwithstanding anything to the contrary hereinabove, Tenant may assign this
Lease, or sublet any portion thereof, without Landlord's consent to any of the
following:
(i) any corporation or other entity which controls, is controlled by, or is
under common control with Tenant; (ii) any corporation or other entity resulting
from the merger or consolidation of Tenant; and (iii) any corporation,
partnership, other entity or person which acquires a controlling interest in the
corporate stock of Tenant or acquires substantially all of the assets of Tenant
as a going concern of the business that is being conducted on the Premises
provided that in case of any of the foregoing transfers said assignees assumes
in full the obligations of Tenant under the Lease.
15. WAIVER OF SUBROGATION. Landlord and Tenant shall each obtain from their
respective insurers under all policies of fire and other casualty insurance
maintained by either of them at any time during the term, insuring or covering
the Premises or any portion thereof or operations therein, a waiver of all
rights of subrogation which the insurer of one party might otherwise have
against the other party, and Landlord and Tenant shall each indemnify the other
against any loss or expense, including reasonable attorney's fees, resulting
from the failure to obtain such waiver.
16. LIABILITY INSURANCE. Tenant shall, at Tenant's expense, obtain and keep in
force during the term of this Lease a policy of comprehensive public liability
insurance insuring Landlord and Tenant against any liability arising out of the
ownership, use, occupancy or maintenance of the Premises and all areas
appurtenant thereto. The limit of said insurance shall not, however, limit the
liability of the Tenant hereunder. Tenant may carry said insurance under a
blanket policy, providing, however, said insurance by Tenant shall have a
Landlord's protective liability endorsement attached thereto. If Tenant shall
fail to procure and maintain said insurance, Landlord may, but shall not be
required to, procure and maintain same, but at the expense of Tenant. Insurance
required hereunder, shall be in companies rated A+ AAA or better in "Best's
Insurance Guide". Tenant shall deliver to Landlord prior to occupancy of the
Premises copies of policies of liability insurance required herein or
certificates evidencing the existence and amounts of such insurance with loss
payable clauses satisfactory to Landlord. No policy shall be cancellable or
subject to reduction of coverage except after ten (10) days' prior written
notice to Landlord. The minimum acceptable amount of comprehensive liability
insurance is $2,000,000.00 to indemnify against the claim of one person and
$2,000,000.00 against the claims of two or more persons in any occurrence, and
property damage insurance in amount of not less than $2,000,000.00 per
occurrence or combined single limit of $1,000,000.00 comprehensive liability and
property damage insurance. Tenant shall also obtain and keep in
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force fire and property damage insurance insuring Tenant's personal property in
the Premises for the full actual replacement cost thereof.
17. SERVICES AND UTILITIES.
17.a. Provided that Tenant is not in default hereunder, Landlord agrees to
furnish to the Premises 24 hours per day except in the case of emergencies and
repairs and subject to Paragraph 17.b. and subject to the rules and regulations
of the Building of which the Premises are a part, electricity for normal
lighting and fractional horsepower office machines, heat and air conditioning
required in Landlord's judgment for the comfortable use and occupation of the
Premises, and janitorial service. Landlord shall also maintain and keep lighted
the common stairs, common entries and toilet rooms in the Building of which the
Premises are a part. Landlord shall not be liable for, and Tenant shall not be
entitled to, any reductions of rental by reason of Landlord's failure to furnish
any of the foregoing when such failure is caused by accident, breakage, repairs,
strikes, lockouts or other labor disturbances or labor disputes of any
character, or by any other cause, similar or dissimilar beyond the reasonable
control of Landlord. Landlord shall not be liable under any circumstances for a
loss of or injury to property, however occurring, through or in connection with
or incidental to failure to furnish any of the foregoing. Wherever heat
generating machines or equipment are used in the Premises which affect the
temperature otherwise maintained by the air conditioning system, Landlord
reserves the right to install supplementary air conditioning units in the
Premises and the cost thereof, including the cost of installation, and the cost
of operation and maintenance thereof shall be paid by Tenant to Landlord upon
demand by Landlord.
17.b. Tenant will not, without written consent of Landlord, use any
apparatus or device in the Premises, using in excess of 120 volts, which will
in any way increase the amount of electricity usually furnished or supplied
for the use of the Premises as general office space; nor connect with electric
current except through existing electrical outlets in the premises, any
apparatus or device, for the purpose of using electric current. If Tenant
shall require water or electric current in excess of that usually furnished or
supplied for the use of the Premises as general office space, Tenant shall
first procure the written consent of Landlord, which Landlord may refuse, to
the use thereof and Landlord may cause a water meter or electrical current
meter to be installed in the Premises, so as to measure the amount of water
and electric current consumed for any such use. The cost of any such meters
and of installation, maintenance and repair thereof shall be paid for by the
Tenant and Tenant agrees to pay to Landlord promptly upon demand therefor by
Landlord for all such water and electric current consumed as shown by said
meters, at the rates charged for such services by the local public utility
furnishing the same, plus any additional expense incurred in keeping account
of the water and electric current so consumed. If a separate meter is not
installed, such excess cost for such water and electric current will be
established by an estimate made by a utility company or electrical engine.
18. PROPERTY TAXES. Tenant shall Pay, or cause to be paid, before delinquency,
any and all taxes levied or assessed and which become payable during the term
hereof upon all Tenant's leasehold improvements, equipment, furniture, fixtures
and personal property located in the Premises; except that which has been paid
for by Landlord, and is the standard of the
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Building. In the event any or all of the Tenant's leasehold improvements,
equipment, furniture, fixtures and personal property shall be assessed and taxed
with the Building, Tenant shall pay to Landlord its share of such taxes within
ten (10) days after delivery to Tenant by Landlord of a statement in writing
setting forth the amount of such taxes applicable to Tenant's property. No
property taxes due to sale of property shall be passed through should property
be sold before the end of the 24th month of the lease.
19. RULES AND REGULATIONS. Tenant shall faithfully observe and comply with the
rules and regulations that Landlord shall from time to time promulgate. Landlord
reserves the right from time to time to make all reasonable modifications to
said rules. The additions and modifications to those rules shall be binding upon
Tenant upon delivery of a copy of them to Tenant. Landlord shall not be
responsible to Tenant for the nonperformance of any said rules by any other
tenants or occupants. *And shall be subordinate to the Lease.
20. HOLDING OVER. If Tenant remains in possession of the Premises or any part
thereof after the expiration of the term hereof, with the express written
consent of LANDLORD, SUCH OCCUPANCY SHALL BE A TENANCY FROM MONTH TO MONTH AT A
RENTAL IN THE AMOUNT EQUAL TO ONE HUNDRED FIFTY (150%) PERCENT OF THE RENT IN
EFFECT DURING THE LAST MONTH OF THE TERM, PLUS ALL OTHER CHARGES PAYABLE
HEREUNDER, AND UPON ALL THE TERMS HEREOF APPLICABLE TO A MONTH TO MONTH TENANCY.
21. ENTRY BY LANDLORD. Landlord reserves and shall at any and all times have
the right to enter the Premises, inspect the same, supply janitorial service and
any other service to be provided by Landlord to Tenant hereunder, to submit said
Premises to prospective purchasers or tenants, to post notices of non-
responsibility, and to alter, improve or repair the Premises and any portion of
the Building of which the Premises are a part that Landlord shall give Tenant
24 hour notice except in an emergency. *Landlord may deem necessary or
desirable, without abatement of rent and may for that purpose erect scaffolding
and other necessary structures where reasonably required by the character of the
work to be performed, always providing that the entrance to the Premises shall
not be blocked thereby, and further providing that the business of the Tenant
shall not be interfered with unreasonably. Tenant hereby waives any claim for
damages or for any injury or inconvenience to or interference with Tenant's
business, any loss of occupancy or quiet enjoyment of the Premises, and any
other loss occasioned thereby. for each of the aforesaid purposes, Landlord
shall at all times have and retain a key with which to unlock all of the doors
in, upon and about the Premises, excluding tenant's vaults, safes and files, and
Landlord shall have the right to use any and all means which Landlord may deem
proper to open said doors in an emergency, in order to obtain entry to the
Premises without liability to Tenant except for any failure to exercise due care
for Tenant's property. Any entry to the Premises obtained by Landlord by any of
said means, or otherwise shall not under any circumstances be construed or
deemed to be a forcible or unlawful entry into, or a detainer of, the Premises,
or an eviction of Tenant from the Premises or any portion thereof. *except for
Landlords gross neglegence or willfull misconduct.
22. RECONSTRUCTION.
22.a. In the event the Premises or the Building of which the Premises are a
part are damaged by fire or other perils covered by extended coverage insurance,
Landlord agrees to
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forthwith repair the same; and this Lease shall remain in full force and effect,
except that Tenant shall be entitled to a proportionate reduction of the rent
while such repairs are being made, such proportionate reduction to be based upon
the extent to which the making of such repairs shall materially interfere with
the business carried on by the Tenant in the Premises. If the damage is due to
the fault or neglect of Tenant or its employees, there shall be no abatement of
rent.
22.b. In the event the Premises or the Building of which the Premises are a
part are damaged as a result of any cause other than the perils covered by fire
and extended coverage insurance, then Landlord shall forthwith repair the same,
provided the extent of the destruction be less than ten (10%) percent of the the
full replacement cost of the Premises or the Building of which the Premises are
a part. In the event the destruction of the Premises or the Building is to an
extent greater than ten (10%) percent of the full replacement cost, then
Landlord shall have the option; (1) to repair or restore such damage, this Lease
continuing in full force and effect, but the rent to be proportionately reduced
as hereinabove in this Article provided; or (2) give notice to Tenant at any
time within sixty (60) days after such damage terminating this Lease as of the
date specified in such notice, which date shall be no less than thirty (30) and
no more than sixty (60) days after the giving of such notice. In the event of
giving such notice, this Lease shall expire and all interest of the Tenant in
the Premises shall terminate on the date so specified in such notice and the
Rent, reduced by a proportionate amount, based upon the extent, if any, to which
such damage materially interfered with the business carried on by the Tenant in
the Premises, shall be paid up to date of such termination. *SEE INSERT #3
INSERT #3
If the Premises are damaged or destroyed or if the Building is damaged and if
such damage materially interferes with Tenant's use of the Premises, and the
Premises or the Building cannot be rebuilt and made fit for the purposes of
Tenant within one hundred twenty (120) days of the damage or destruction, or if
Landlord fails to proceed with reasonable diligence to rebuild the Premises or
Building, or if the Premises or Building are not rebuilt within one hundred
twenty (120) days, Tenant may, at its option, terminate this Lease by notice of
such termination to Landlord within thirty (30) days after such damage or
destruction, or failure of Landlord to proceed with reasonable diligence.
22.c. Notwithstanding anything to the contrary contained in this Article,
Landlord shall not have any obligation whatsoever to repair, reconstruct or
restore the Premises when the damage resulting from any casualty covered under
this Article occurs during the last twelve (12) months of the term of this Lease
or any extension thereof.
22.d. Landlord shall not be required to repair any injury or damage by fire
or other cause, or to make any repairs or replacements of any panels,
decoration, office fixtures, railings, floor covering, partitions, or any other
property installed in the Premises by Tenant.
22.e. The Tenant shall not be entitled to any compensation or damages from
Landlord for loss of the use of the whole or any part of the Premises, Tenant's
personal property or any inconvenience or annoyance occasioned by such damage,
repair, reconstruction or restoration.
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23. DEFAULT. The occurrence of anyone or more of the following events shall
constitute a default and breach of this Lease by Tenant.
23.a. The vacating or abandonment of the Premises by Tenant;
23.b. The failure by Tenant to make any payment of rent required to be
made by Tenant hereunder, as and when due, where such failure shall continue
for a period of three (3) business days after written notice thereto by
Landlord to Tenant;
*The failure by Tenant to make any payment as and when due, other
than rent, where such failure shall continue for a period of ten (10) business
days after written notice thereof by Landlord to Tenant;
23.c. The failure by Tenant to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed by the
Tenant, other than described in Article 23.b. above, within the time period
therefor specified herein, or if no time period is specified, where such failure
shall continue for a period of thirty (30) days after written notice thereof by
Landlord to Tenant; provided, however, that if the nature of Tenant's default is
such that more than thirty (30) days are reasonably required for its cure, then
Tenant shall not be deemed to be in default if Tenant commences such cure within
said thirty (30) day period and thereafter diligently prosecutes such cure to
completion; or
23.d. The making by Tenant of any general assignment or general arrangement
for the benefit of creditors; or the filing by or against Tenant of a petition
to have Tenant adjudged a bankrupt, or a petition or reorganization or
arrangement under any law relating to bankruptcy (unless, in the case of a
petition filed against Tenant, the same is dismissed within sixty (60) days); or
the appointment of a trustee or a receiver to take possession of substantially
all of Tenant's assets located at the Premises or of Tenant's interest in this
Lease, where possession is not restored to Tenant within thirty (30) days; or
the attachment, execution or other judicial seizure of substantially all of
Tenant's assets located at the Premises or of Tenant's interest in this Lease,
where such seizure is not discharged in thirty (30) days.
24. REMEDIES IN DEFAULT. In the event of any such material default or breach by
tenant, Landlord may at any time thereafter, with or without notice or demand
and without limiting Landlord in the exercise of a right or remedy which
Landlord may have by reason of such default or breach:
24.a. Terminate Tenant's right to possession of the Premises by any lawful
means, in which case this Lease shall terminate and Tenant shall immediately
surrender possession of the Premises to Landlord. In such event Landlord shall
be entitled to recover from Tenant all damages incurred by Landlord shall be
entitled to recover from Tenant all damages incurred by landlord by reason of
Tenant's default including, but not limited to, the cost of recovering
possession of the Premises; expenses of reletting, including necessary
renovation and alteration of the Premises, reasonable attorney's fees, any real
estate commission actually paid; the worth at the time of award by the court
having jurisdiction thereof of the amount by which the unpaid rent for the
balance of the term after the time of such award exceeds the amount of such
rental loss for the same period that Tenant proves could be reasonably avoided,
that portion of the
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leasing commission paid by Landlord and applicable to the unexpired term of this
Lease. Unpaid installments of rent or other sums shall bear interest from the
date due at the maximum legal rate. In the event Tenant shall have abandoned the
Premises, Landlord shall have the option of (a) taking possession of the
Premises and recovering from Tenant the amount specified in this paragraph, or
(b) proceeding under the provisions of the following Article 24.b.
24.b. Maintain Tenant's right to possession, in which case this Lease shall
continue in effect whether or not Tenant shall have abandoned the Premises. In
such event landlord shall be entitled to enforce all of Landlord's rights and
remedies under this Lease, including the right to recover the rent as it becomes
due hereunder.
24.c. Pursue any other remedy now or hereafter available to landlord under
the laws or judicial decision of the State in which the Premises located.
25. EMINENT DOMAIN. If more than twenty-five (25%) percent of the Premises
shall be taken or appropriated by any public or quasi-public authority under the
power of eminent domain, either party hereto shall have the right, at its
option, to terminate this Lease, and Landlord shall be entitled to any and all
income, rent, award, or any interest therein whatsoever which may be paid or
made in connection with such public or quasi-public use or purpose, and Tenant
shall have no claim against Landlord for the value of any unexpired term of this
Lease. If either less than or more than twenty-five (25%) percent of the
Premises is taken, and neither party elects to terminate as herein provided, the
rental thereafter to be paid shall be equitably reduced. If any part of the
Building other than the Premises may be so taken or appropriated, Landlord shall
have the right at its option to terminate this Lease and shall be entitled to
the entire award as above provided,
*SEE INSERT #4
26. OFFSET STATEMENT. Tenant shall at any time and from time to time upon not
less than ten (10) days' prior written notice from Landlord execute, acknowledge
and deliver to Landlord a statement in writing, (a) certifying that this lease
is unmodified and in full force and effect (or, if modified, stating the nature
of such modification and certifying that this lease as so modified, is in full
force and effect), and the date to which the rental and other charges are paid
in advance, if any; (b) acknowledging that there are not, to Tenant's actual
knowledge, any uncured defaults on the part of the Landlord hereunder, or
specifying such defaults if any are claimed; and (c) setting forth any other
matters which Landlord may reasonably request. Any such statement may be relied
upon by any prospective purchaser or encumbrancer of all or any portion of the
real property of which the Premises are a part.
27. PARKING. Tenant shall have the right to use in common with other tenants or
occupants of the Building the parking facilities of the Building, if any,
subject to the monthly rates, rules and regulations, and any other charges of
Landlord for such parking facilities as a result of Government Legislation which
may be established or altered by Landlord at any time or from time to time
during the term hereof.
28. AUTHORITY OF PARTIES.
28.a. Corporate Authority. If Tenant is a corporation, each individual
executing this Lease on behalf of said corporation represents and warrants
that he is duly authorized to execute and deliver this Lease on behalf of said
corporation, in accordance
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with a duly adopted resolution of the board of directors of said corporation or
in accordance with the by-laws of said corporation, and that this Lease is
binding upon said corporation in accordance with its terms.
INSERT #4
Notwithstanding anything to the contrary in this Section 25, Tenant shall have
the right to recover from the condemning authority such Compensation as may be
separately awarded to Tenant as compensation for (i) the value of Tenant's
personal property, trade fixtures, alterations, and additions; (ii) the value of
leasehold improvements paid for by Tenant; (iii) Tenant's relocation costs; (iv)
the value of Tenant's leasehold interest in the Premises; (v) Tenant's loss of
business and business interruption; and (vi) all other provable damages.
28.b. Limited Partnerships. If the Landlord herein is a limited
partnership, it is understood and agreed that any claims by Tenant on Landlord
shall be limited to Landlord's interest in the Building and furthermore, Tenant
expressly waives any and all rights to proceed against the individual partners
or the officers, directors or shareholders of any corporate partner, except to
the extent of their interest in the Building.
29. GENERAL PROVISIONS.
(i) Plats and Riders. Clauses, plats and riders, if any, signed by the
Landlord and the Tenant and endorsed on or affixed to this Lease are a part
hereof.
(ii) Waiver. The waiver by Landlord of any term, covenant or condition
herein contained shall not be deemed to be a waiver of such term, covenant or
condition on any subsequent breach of the same or any other term, covenant or
condition herein contained. The subsequent acceptance of rent hereunder by
Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of
any term, covenant or condition of this Lease, other than the failure of the
Tenant to pay the particular rental so accepted, regardless of Landlord's
knowledge of such preceding breach at the time of the acceptance of such rent.
(iii) Notices. All notices and demands which may or are to be required or
permitted to be given by either party to the other hereunder shall be in
writing. All notices and demands by the Landlord to the Tenant shall be sent by
United States Mail, postage prepaid, addressed to the Tenant at the Premises, or
to such other place as Tenant may from time to time designate in a notice to the
Landlord. All notices and demands by the Tenant to the Landlord shall be
sufficient if delivered in person or sent by United States Mail, postage
prepaid, addressed to the Landlord at the Office of the Building, or to such
other person or place as the Landlord may from time to time designate in a
notice to the Tenant. Any such notice is effective at the time of delivery.
(iv) Joint Obligation. If there be more than one Tenant the obligations
hereunder imposed upon Tenants shall be joint and several.
(v) Marginal Headings. The marginal headings and Article titles to the
Articles of this Lease are not a part of this Lease and shall have no effect
upon the construction or interpretation of any part hereof.
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(vi) Time. Time is of the essence of this Lease and each and all of its
provisions in which performance is a factor.
(vii) Successors and Assigns. The covenants and conditions herein
contained, subject to the provisions as to assignment, apply to and bind the
heirs, successors, executors, administrators and assigns of the parties hereto.
(viii) Recordation. Neither Landlord nor Tenant shall record this Lease or
a short form memorandum hereof without the prior written consent of the other
party.
(ix) Quiet Possession. Upon Tenant paying the rent reserved hereunder
and observing and performing all of the covenants, conditions and provisions on
Tenant's part to be observed and performed hereunder, Tenant shall have quiet
possession of the Premises for the entire term hereof, subject to all the
provisions of this Lease.
(x) Late Charges. Tenant hereby acknowledges that late payment by
Tenant to Landlord of rent or other sums due hereunder will cause Landlord to
incur costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed upon
Landlord by terms of any mortgage or trust deed covering the Premises.
Accordingly, if any installment of rent or of a sum due from Tenant shall not be
received by Landlord or Landlord's designee within ten (10) days after written
notice that said amount is past due, then Tenant shall pay to Landlord a late
charge equal to ten (10%) percent of such overdue amount. The parties hereby
agree that such late charges represent a fair and reasonable estimate of the
cost that Landlord will incur by reason of the late payment by Tenant.
Acceptance of such late charges by the Landlord shall in no event constitute a
waiver or Tenant's default with respect to such overdue amount, nor prevent
Landlord from exercising any of the other rights and remedies granted hereunder.
(xi) Prior Agreements. This Lease contains all of the agreements of the
parties hereto with respect to any matter covered or mentioned in this Lease,
and no prior agreements or understanding pertaining to any such matters shall be
effective for any purpose. No provision of this Lease may be amended or added to
except by an agreement in writing signed by the parties hereto or their
respective successors in interest. This Lease shall not be effective or binding
on any party until fully executed by both parties hereto.
(xii) Inability to Perform. This Lease and the obligations of the Tenant
hereunder shall not be affected or impaired because the Landlord is unable to
fulfill any of its obligations hereunder or is delayed in doing so, if such
inability or delay is caused by reason of strike, labor troubles, acts of God,
or any other cause beyond the reasonable control of the Landlord.
(xiii) Attorneys' Fees. In the event of any action or proceeding brought
by either party against the other under this Lease the prevailing party shall be
entitled to recover all costs and expenses including the fees of its attorneys
in such action or proceeding in such amount as the court may adjudge reasonable
as attorneys' fees.
(xiv) Sale of Premises by Landlord. In the event of any sale of the
Building, Landlord shall be and is hereby entirely freed and relieved of all
liability under any and all of its
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covenants and obligations contained in or derived from this Lease arising out of
any act, occurrence or omission occurring after the consummation of such sale;
and the purchaser, at such sale or any subsequent sale of the Premises shall be
deemed, without any further agreement between the parties or their successors in
interest or between the parties and any such purchaser, to have assumed and
agreed to carry out any and all of the covenants and obligations of the Landlord
under this Lease.
(xv) Subordination, Attornment. Subject to Tenants non-disturbance
rights set forth in this Section (XV). Upon request of the Landlord, Tenant will
in writing subordinate its rights hereunder to the lien of any mortgage, or deed
of trust to any bank, insurance company or other lending institution, now or
hereafter in force against the land and Building of which the Premises are a
part, and upon any buildings hereafter placed upon the land of which the
Premises are a part, and to all advances made or hereafter to be made upon the
security thereof.
In the event any proceedings are brought for foreclosure, or in the
event of the exercise of the power of sale under any mortgage or deed of trust
make by the Landlord covering the Premises, provided such purchaser shall be
deemed to recognize Tenants non-disturbance right set forth in this Section
(XV), the Tenant shall attorn to the purchaser upon any such foreclosure or sale
and recognize such purchaser as the Landlord under this Lease.
The provisions of this Article to the contrary notwithstanding, and
so long as there exists no uncured defaults under Section (23) by Tenant,
hereunder, this Lease and Tenants rights hereunder shall remain in full force
and effect for the full term hereof. Tenant hereby agrees to modify the Lease as
may reasonably be required from time to time by any lending institution
obtaining a security interest in the Building, so long as such modification does
not materially increase the obligations of Tenant hereunder.
In the event of any default on the part of Landlord, Tenant shall
use reasonable efforts to give notice by registered mail to any lender holding a
security interest in the Building whose name has been provided to Tenant and
shall offer such lender a reasonable opportunity to cure the default, including
time to obtain possession of the Premises by power of sale or judicial
foreclosure or other appropriate legal proceedings, if such should prove
necessary to effect a cure.
(xvi) Name. Tenant shall not use the name of the Building or of the
development in which the Building is situated for any purpose other than as an
address of the business to be conducted by the Tenant in the Premises.
(xvii) Separability. Any provision of this Lease which shall prove to be
invalid, void or illegal shall in no way affect, impair or invalidate any other
provision hereof of such other provision shall remain in full force and effect.
(xviii) Cumulative Remedies. No remedy or election hereunder shall be
deemed exclusive but shall, wherever possible, be cumulative with all other
remedies at law or in equity.
(xix) Choice of Law. This Lease shall be governed by the laws of the
State in which the premises are located.
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(xx) Signs and Auctions. Tenant shall not place any sign upon the
Premises or Building or conduct any auction thereon without Landlord's prior
written consent.
30. BROKERS. Tenant warrants that it has had no dealings with any real estate
broker or agents in connection with the negotiation of this Lease excepting only
Grubb & Ellis and it knows of no other real estate broker or agent who is
entitled to a commission in connection with this Lease.
31. LEASEHOLD IMPROVEMENTS. The Landlord shall provide, prior to delivery of
possession, the following leasehold improvements in addition to improvements
already made to the Premises. Including the addition of one (1) conference room
with built-in lower cabinets on one wall.
32. FIRST RIGHT OF REFUSAL. See attached Addendum
33. OPTION TO RENEW. See attached Addendum
Any other improvements are the responsibility of Tenant, subject to
Landlord's approval, as provided in Paragraph 10.
The parties hereto have executed this Lease at the place and on the
dates specified immediately adjacent to their respective signatures.
If this Lease has been filled in, it has been prepared for submission
to your attorney for his approval. No representation or recommendation is made
by the real estate broker or its agents or employees as to the legal
sufficiency, legal effect, or tax consequences of this Lease or the transactions
relating thereto.
______________________________________________
By ___________________________________________
Address __________________ By ___________________________________________
__________________________ "LANDLORD"
______________________________________________
By ___________________________________________
Address ___________________ By ___________________________________________
___________________________ "TENANT"
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ADDENDUM TO THE LEASE
32. RIGHT OF FIRST REFUSAL Tenant shall have a Right of First Refusal for the
contiguous space, upon written notice from Landlord containing the business
parameters of a legitimate offer, subject to the rights of existing tenants.
Tenant shall have four (4) business days to respond in writing to Landlord. In
the event Tenant elects not to exercise this right within specified period
Landlord has the right to lease space in substantial accordance with the terms
and conditions presented to Tenant to tenant and this grant shall become null
and void.
33. OPTION TO RENEW
a) Landlord hereby grants to Tenant one option (the "Option") to renew the
term of this Lease, for an additional term of three (3) years, commencing when
the initial Term expires, upon the terms and conditions set forth in this
paragraph.
b) Provided Tenant is not in default pursuant to this Lease, Tenant may
exercise such option by giving Landlord written notice of its intention not less
than six (6) months prior to the expiration of the then existing term of this
Lease.
c) If this option is exercised, the basic monthly Rent for the Premises
shall become ninety-five (95%) percent of the then current fair market monthly
rent ("Fair Market Rent") for the Premises as of the option period commencement
date, as determined by the agreement of the parties or, if the parties cannot
agree, within sixty (60) days prior to the latest date on which Tenant shall be
entitled to exercise the Option, then by an appraisal. Notwithstanding the
foregoing, the basic monthly Rent for the Premises during the Option period
shall not be less than the basic monthly Rent for the last month of the initial
Term. All other terms and conditions contained in the Lease and this Addendum,
as the same may be amended from time to time by the parties in accordance with
the provisions of the Lease, shall remain in full force and effect and shall
apply during the Option term, except that Tenant shall have no further option to
extend the Term hereof.
d) If it becomes necessary to determine the fair market rental value of
the Premises by appraisal, real estate appraiser(s), all of whom shall be
members of the American Institute of Real Estate Appraisers and who have at
least five (5) years experience appraising office space located in the vicinity
of the Premises shall be appointed and shall act in accordance with the
following procedures.
(i) If the parties are unable to agree on the Fair Market Rent
within the allowed time, either party may demand an appraisal by giving written
notice to the other party, which demand to be effective must state the name,
address 3, and qualifications of an appraiser selected by the party demanding an
appraisal with (the "Notifying Party"). Within ten (10) days following the
Notifying Party's appraisal demand, the other party (the "Non-Notifying Party")
shall either approve the appraiser selected by the notifying party or select a
second properly qualified appraiser by giving written notice of the name,
address and qualification of said appraiser to the Notifying Party. If the Non-
Notifying Party fails to select an appraiser within the ten (10) day period, the
appraiser selected by the Notifying Party shall be deemed selected by both
parties and no other appraiser shall be selected. If two appraisers are
selected, they shall
<PAGE>
select a third appropriately qualified appraiser, the third appraiser shall be
appointed by the then presiding judge of the county where the Premises are
located upon application by either party.
(ii) If only one appraiser is selected, that appraiser shall notify the
parties in simple letter form of its determination of the Fair Market Rent for
the Premises within fifteen (15) days following his selection, which appraisal
shall be conclusively determinative and binding on the parties as the appraised
Fair Market Rent.
(iii) If multiple appraisers are selected, the appraisers shall meet not
later than ten (10) days following the selection of the last appraiser. At such
meeting, the appraisers shall attempt to determine the Fair Market Rent for the
Premises as of the commencement date of the Option period by the agreement of at
least two (2) of the appraisers.
(iv) If two (2) or more of the appraisers agree on the Fair Market Rent
for the Premises at the initial meeting, such agreement shall be determinative
and binding upon the parties hereto and the agreeing appraisers shall, in simple
letter form executed by the agreeing appraisers, forthwith notifying both
Landlord and Tenant of the amount set by such agreement. If multiple appraisers
are selected and two (2) appraisers are unable to agree on the Fair Market Rent
for the Premise all appraisers shall submit to Landlord and Tenant an
independent appraisal of the Fair Market Rent for the Premises in simple letter
form within twenty (20) days following appointment of the final appraiser. The
parties shall then determine the Fair Market Rent for the Premises by averaging
the appraisers; provided that any high or low appraisal, differing from the
middle appraisal by more than ten percent (10%) of the middle appraisal, shall
be disregarded in calculating the average.
(v) The appraisers' determination of Fair Market Rent shall be based on
rental space of similar age, construction, size and location as the Premises
with the improvements installed therein at Landlord's expense and shall take
into account Tenant's obligations to pay additional rent under this Lease. In
determining Fair Market Rent, the appraisers shall not consider any alterations
installed in the Premises at Tenant's expense.
(vi) If only one appraiser is selected, then each party shall pay one-
half of the fees and expenses of that appraiser. If three appraisers are
selected, each party shall bear the fees and expenses of the appraiser it
selects and one-half of the fees and expenses of the third appraiser.
Notwithstanding anything to the contrary contained in this paragraph, if the
rent during an Option period is determined by appraisal and if Tenant does not,
in its sole discretion, approve the rental amount established by such appraisal,
Tenant may rescind its exercise of the Option by giving Landlord written notice
of such election within ten (10) days of receipt of all appraisals, provided
such notice is delivered to Landlord no later than one hundred twenty (120) days
before the end of the then current Term of the Lease. If Tenant rescinds its
exercise of the Option, then (i) the Lease shall terminate on the thirtieth
(30th) day after Tenant's notice of rescission or on the date of the Lease would
have otherwise terminated absent Tenant's exercise of the Option, whichever date
is later, and (ii) Tenant shall pay all costs and expenses of the appraisal.
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RULES AND REGULATIONS
1. No sign, placard, picture, advertisement, name or notice shall be inscribed,
displayed or printed or affixed on or to any part of the outside or inside of
the Building without the written consent of Landlord first had and obtained and
Landlord shall have the right to remove any such sign, placard, picture,
advertisement, name or notice without notice to and at the expense of Tenant.
All approved signs or lettering on doors shall be printed, painted, affixed or
inscribed at the expense of Tenant by a person approved by Landlord.
Tenant shall not place anything or allow anything to be placed neat the glass of
any window, door, partition or wall which may appear unsightly from outside the
Premises; provided, however, that Landlord may furnish and install a Building
standard window covering at all exterior windows. Tenant shall not without
prior written consent of Landlord cause or otherwise sunscreen any window.
2. The sidewalks, halls, passages, exits, entrances, elevators and stairways
shall not be obstructed by any of the tenants or used by them for any purpose
other than for ingress and egress from their respective Premises.
3. Tenant shall not alter any lock, or install any new or additional locks or
any bolts on any doors or windows of the Premises.
4. The toilet rooms, urinals, wash bowls and other apparatus shall not be used
for any purpose other than that for which they were constructed and no foreign
substance of any kind whatsoever shall be thrown therein and the of any
breakage, stoppage or damage resulting from the violation of this rule shall be
borne by the Tenant who, or whose employee or invitees shall have caused it.
5. Tenant shall not overload the floor of the Premises or in any way deface the
Premises or any part thereof.
6. No furniture, freight or equipment of any kind shall be brought into the
Building without the prior notice to Landlord and all moving of the same into or
out of the Building shall be done at such time and in such manner as Landlord
shall designate. Landlord shall have the right to prescribe time weight, size
and position of all safes and other heavy equipment brought into the Building
and also the times and manner of moving the same in and out of the Building.
Safes or other heavy objects shall, if considered necessary by Landlord, stand
on supports of such thickness as is necessary to properly distribute the weight.
Landlord will not be responsible for loss of or damage to any such safe or
property from any cause and all damage done to the building by moving or
maintaining any such safe or other property shall repaired at the expense of
Tenant.
7. Tenant shall not use, keep or permit to be used or kept any foul or noxious
gas or substance in the Premises, or permit or suffer the Premises to be
occupied or used in a manner offensive or objectionable to the Landlord or other
occupants of the Building by reason of the noise, odors and/or vibrations, or
interfere in any way with other tenants or those having business therein, nor
shall any animals or birds be brought in or kept in or about the Premises or the
Building.
<PAGE>
8. No cooking shall be done or permitted by any Tenant on the Premises except
the use of a microwave oven, coffee maker, toaster oven, nor shall the
Premises be used for the storage of merchandise, for washing clothes, for
lodging, or for any improper, objectionable or immoral purposes.
9. Tenant shall not use or keep in the Premises or the Building any kerosene,
gasoline or inflammable or combustible fluid or material, or use any method of
heating or air conditioning other than that supplied by Landlord.
10. Landlord will direct electricians as to where and how telephone and
telegraph wires are to be introduced. No boring or cutting for wires will be
allowed without the consent of the Landlord. The location of telephones, call
boxes and other office equipment affixed to the Premises shall be subject to the
approval of Landlord.
11. On Saturdays, Sundays and legal holidays, and on other days between the
hours of 6:00 p.m. and 11:00 a.m. the following day, access to the Building, or
to the halls, corridors, elevators or stairways in the Building, or to the
Premises may be refused unless the person seeking access is known to the person
or employee of the Building in charge and has a pass or is properly identified.
The Landlord shall in no case be liable for damages for any error with regard to
the admission to or exclusion from the Building of any person. In case of
invasion, mob, riot, public excitement, or other commotion, the Landlord
reserves the right to prevent access to the Building during the continuance of
the same by closing of the doors or otherwise, for the safety of the tenants and
protection of property in the Building and the Building.
12. Landlord reserves the right to exclude or expel from the Building any
person who, in the judgment of Landlord, is intoxicated or under the influence
of liquor or drugs, or who shall in any manner do any act in violation of any of
the rules and regulations of the Building.
13. No vending machine or machines of any description shall be installed,
maintained or operated upon the Premises without the written consent of the
Landlord. Excluding standard office equipment for normal office use.
14. Landlord shall have the right, exercisable without notice and without
liability to Tenant, to change the name and street address of the Building of
which the Premises are a part.
15. Tenant shall not disturb, solicit, or canvass any occupant of the Building
and shall cooperate to prevent same.
16. Without the written consent of Landlord, Tenant shall not use the name of
the Building in connection with or in promoting or advertising the business of
Tenant Except as Tenant's address.
17. Landlord shall have the right to control and operate the public portions of
the Building, and the public facilities, and heating and air conditioning, as
well as facilities furnished for the common use of the tenants, in such manner
as it deems best for the benefit of the tenants generally.
2
<PAGE>
18. All entrance doors in the Premises shall be left locked when the Premises
are not in use, and all doors opening to public corridors shall be kept closed
except for normal ingress and egress from the Premises.
3
<PAGE>
FIRST AMENDMENT TO THE LEASE DATED NOVEMBER 4, 1991 BETWEEN PORTAL
COMMUNICATIONS AND STEVENS CREEK OFFICE CENTER ASSOCIATES
31. LEASEHOLD IMPROVEMENTS. In lieu of the original agreement to provide a
conference room with built-in lower cabinets on one wall, Landlord will provide
Tenant as per Exhibit B:
1. Upper and lower cabinets in the existing office marked as "a" build.
2. Cipher lock for computer room notes as "f" according to Tenant approved shop
drawings dated February 10, 1992.
3. Electrical outlets noted as "b", "c", "d", and "e".
4. Door and directory signage with building standard typestyle and sizes.
5. 8 by 8 foot hottub, to be installed per Tenant request. [crossed out and
initialed "KMM" and "JA"]
6. Countertop in open area marked as "g" build according to Tenant approved
shop drawings dated February 19, 1992.
READ AND APPROVED:
STEVENS CREEK OFFICE PORTAL COMMUNICATIONS COMPANY
CENTER ASSOCIATES,
a California Limited Partnership
By: /s/ Katherine M. McLane By: /s/ John Little
________________________________ ________________________________
Katherine M. McLane John Little
Managing Agent-Controller President
Date: ______________________________ Date: ______________________________
<PAGE>
SECOND AMENDMENT TO LEASE
This Amendment dated May 27,1994, amends that certain Lease, dated November
4,1991, and previously amended by the First Amendment to Lease, dated March 5,
1992, by and between Stevens Creek Office Center Associates, a California
limited partnership (therein called "Landlord") and Portal Communications
Company (herein called "Tenant"). The leased Premises is defined as 20863
Stevens Creek Blvd., Suite 200, Cupertino, California 94014 which is
approximately 2,773 rentable square feet.
Whereas, Landlord and Tenant have agreed to amend the Lease as follows:
Paragraph (2) PREMISES: The Premises is increased to include an
additional 554 rentable contiguous square feet (herein called "Suite 200 B-2"
and/or "Additional Premises"). The Initial Premises, together with the
Additional Premises, comprise an area of approximately 3,327 rentable square
feet (herein called "Revised Premises").
Paragraph (3) TERM: The term of this Lease for the Revised Premises
will commence on June 16, 1994 and will terminate on January 14, 1997.
Paragraph (6) SECURITY DEPOSIT: The Security Deposit for the Revised
Premises will be increased to an amount equal to one month's rent, or five
thousand two hundred seventy-eight and 42/100 dollars ($5,278.42).
Paragraph (7b) ADDITIONAL RENT: Based upon the ratio between the
rentable square footage of the Revised Premises (approximately 3,327 square
feet) and the rentable square footage of the Office Center, as defined in the
Basic Lease Information (approximately 107,179 square feet), the Tenant's pro
rata share is increased to 3.10%.
Paragraph (5) BASE RENT: Tenant will pay to Landlord monthly, without
demand, a Base Rent payment of five thousand three hundred forty-four and 90/1
00 dollars ($5,278.42) for the Revised Premises.
Paragraph (31) LEASEHOLD IMPROVEMENTS: Landlord will make necessary
improvements to demise the additional premises. Tenant will accept the space
"as is" with all the mechanical equipment and fixtures in good working
condition.
Except as herein amended, all covenants, terms and conditions of the Lease
stated above remain in full force and effect.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
LANDLORD: TENANT:
STEVENS CREEK OFFICE PORTAL COMMUNICATIONS COMPANY
CENTER ASSOCIATES,
a California Limited Partnership
By: /s/ John Volckmann By: /s/John Little
_______________________________ _______________________________
John Volckmann John Little
General Partner President
Date: _____________________________ Date: _____________________________
2
<PAGE>
THIRD AMENDMENT TO LEASE
This Amendment, dated October 19, 1994, amends that certain Lease, dated
November 4, 1991, and previously amended by the First Amendment to Lease, dated
March 5, 1992, and the Second Amendment to Lease dated May 27, 1994 by and
between Stevens Creek Office Center Associates, a California limited partnership
(herein called "Landlord") and Portal Communications Company (herein called
"Tenant"). The leased Premises is commonly referred to as 20863 Stevens Creek
Blvd., Suite 200, Cupertino, California 95014 which is approximately 3,327
rentable square feet.
Whereas, Landlord and Tenant have agreed to amend the Lease as follows:
Paragraph (2) PREMISES: The Premises is increased to include an
additional 1,998 rentable square feet commonly referred to as 20863 Stevens
Creek Boulevard, Suite 300 (herein called "Additional Premises") further defined
as Exhibit A. The Initial Premises, together with the Additional Premises,
comprise an area of approximately 5,325 rentable square feet (herein called
"Revised Premises").
Paragraph (3) TERM: The term of the Lease for the Additional Premises
will commence upon substantial completion of the Tenant Improvements for the
Additional Premises and will terminate coterminous with Initial Premises on
January 14, 1997.
Upon determination of the Commencement Date of the Additional
Premises, the parties shall execute the Commencement Date Memorandum for the
Revised Premises attached hereto as Exhibit C. Failure to execute the
Commencement Date Memorandum, however, shall not affect Landlord or Tenant's
obligations hereunder.
Paragraph (5) BASE RENT: For the purpose of defining the Base Rent for
the Additional Premises only, Tenant will pay to Landlord without demand, a Base
Rent payment of three thousand two hundred ninety-six and 60/100 dollars
($3,296.70). Effective January 14, 1995, the Base Rent for the Additional
Premises will increase to three thousand three hundred ninety-six and 60/100
dollars ($3,396.70). The Base Rent payment for the Additional Premises will also
be subject to a CPI adjustment at the beginning of the twelfth and twenty-fourth
month of the term of the Additional Premises as defined in Paragraph 7a below.
Paragraph (6) SECURITY DEPOSIT: Upon execution hereof, the Security
Deposit for the Revised Premises will be increased to an amount equal to one
month's rent, or eight thousand five hundred seventy-five and 12/100 dollars
($8,575.12).
Paragraph (7a) RENT ADJUSTMENTS:
At the times set forth in Paragraph 5 of the Basic Lease, the monthly
Base Rent payable under paragraph 5 of this Lease shall be adjusted by the
increase, if any, in the Consumer Price Index of the Bureau of Labor Statistics
of the Department of labor for All Urban Consumers (1982-84=100), "All Items,"
for the city nearest the location of the Office Center Project, herein referred
to as "C.P.I.," since the date of this Lease.
<PAGE>
The monthly base rental shown in Paragraph 5 shall be adjusted
annually on the anniversary date of the Lease by adjusting the "base rent"
upward in the same percentage proportion that the Consumer Price Index, selected
large cities, under the heading, "San Francisco-Oakland-San Jose" using 1994 as
the reference base year for the retail prices of consumer goods and services, as
compiled by the Bureau of Labor Statistics, United States Department of Labor,
shall be increased or decreased over the price index of September 1994. The
monthly rental shall not, in any event, be adjusted downward or decreased by
reason of this paragraph. If at any time required for the determination of the
adjustment to the base rent as provided in this paragraph, the above-mentioned
index is no longer published or issued, or if the Landlord or Tenant is of the
opinion that said index does not accurately reflect, in relationship to the date
of execution of this Lease, the purchasing power of one dollar ($1.00), the
parties shall use such other index as is then generally recognized and accepted
for similar determinations of purchasing power.
In the event the compilation and/or publication of the C.P.I. shall be
transferred to any other governmental department or bureau or agency or shall be
discontinued, then the index most nearly the same as the C.P.I., as reasonably
determined by Landlord, shall be used to make such calculations.
Tenant shall continue to pay rent at the rate previously in effect
until the increase, if any, is determined. Within five (5) days following the
date on which the increase is determined, Tenant shall make such payment to
Landlord as will bring the increased rental current, commencing with the
effective date through the date of any rental installments then due.
Thereafter, the rental shall be at the increased rate.
At such time as the amount of any chains in rental required by this
Lease is known or determined, Landlord and Tenant shall execute all amendment to
this Lease setting forth such change.
Paragraph (7b) ADDITIONAL RENT: Based upon the ratio between the
rentable square footage of the Revised Premises (approximately 5,325 square
feet) and the rentable square footage of the Office Center, as defined in the
Basic Lease Information (approximately 107,179 square feet), the Tenant's pro
rata share is increased to 4.97%.
Paragraph (31) LEASEHOLD IMPROVEMENTS: Landlord agrees to perform
certain work and to provide a Tenant Improvement Allowance for the Additional
Premises as deemed in accordance with the attached Exhibit B.
Whereas, Landlord and Tenant have agreed to replace the existing paragraph in
the Lease with the following:
Paragraph (32) RIGHT OF FIRST OFFER: Tenant shall have a Right of
First Offer for space contiguous to the Initial Premises at Fair Market Rent
(FMR). Landlord hereby grants to Tenant a continuing Right of First Offer to
lease at FMR, additional premises within the 300 building of the 20863 Stevens
Creek Boulevard portion of the Office Center complex (herein called "First Right
Space"), subject to the pre-existing rights and/or options granted to current
Tenants which shall take precedence. When First Right Space becomes available,
Landlord shall
2
<PAGE>
provide Tenant with written notice ninety (90) days in advance of such
availability, stating the available square footage, location within the
building, the date upon which the First Right Space would become available, and
the FMR. If Tenant desires to exercise its right to lease said First Right
Space, Tenant shall respond in writing to Landlord within ten (10) business
days. Failure of Tenant to so respond in writing shall be deemed a rejection of
Tenant's rights to lease the First Right Space.
Except as herein amended or replaced, all covenants, terms and conditions of the
Lease stated above remain in full force and effect.
In witness whereof, the parties hereto have executed this Amendment as of the
date written below.
STEVENS CREEK OFFICE CENTER ASSOCIATES
A California limited partnership (Landlord)
By: /s/ John Volkman Date: _____________________
_______________________________
John Volkman
General Partner
PORTAL COMMUNICATIONS COMPANY (Tenant)
By: /s/ John Little Date: _____________________
_______________________________
John Little
President
3
<PAGE>
FOURTH AMENDMENT TO LEASE
This Amendment, dated December 13, 1996, amends that certain Lease, dated
November 4, 1991, and previously amended by the First Amendment to Lease, dated
March 5, 1992, the Second Amendment to Lease dated May 27, 1994 and the Third
Amendment dated October 19, 1994 by and between Stevens Creek Office Center
Associates, a California limited partnership (herein called "Landlord") and
Portal Communication Company (herein called "Tenant"). The leased Premises is
commonly referred to as 20863 Stevens Creek Blvd., Suite 200 and 300, Cupertino,
California 95014 which comprise approximately 5,325 rentable square feet (herein
called the "Initial Premises").
Whereas, Landlord and Tenant have agreed to amend the Lease as follows:
Paragraph (1) PARTIES: Tenant is redefined as Portal Information
Network, Inc., a California corporation.
Paragraph (2) PREMISES: The Premises is increased to include an
additional 3,796 rentable square feet commonly referred to as 20863 Stevens
Creek Boulevard, Suite 260 (herein called "Additional Premises") further defined
on Exhibit A. The Initial Premises, together with the Additional Premises,
comprise an area of approximately 9,121 rentable square feet (herein called
"Revised Premises").
Paragraph (3) TERM: The Term of this Lease for the Additional Premises
commence on April 1, 1997 and terminate on March 31, 2000. The Tern for the
Initial Premises will be from January 15, 1997 and terminate March 31, 2000.
Paragraph (5) BASE RENT: For the purpose of defining the Base Rent for
the Initial Premises and the Additional Premises, Tenant will pay to Landlord,
without demand, a Base Rent payment as follows:
<TABLE>
<CAPTION>
Initial Premises Additional Premises
--------------------- -----------------------
<S> <C> <C>
1-15-97 thru 3-31-97 $11,661.75
4-1-97 thru 3-31-98 $11,661.75 $ 9,490.00
4-1-98 thru 3-31-99 $12,247.50 $ 9,869.60
4-1-99 thru 3-31-2000 $12,886.50 $10,249.20
</TABLE>
The original paragraph 32 is deleted and the following language inserted:
Paragraph (32) RIGHT OF FIRST OFFER: Landlord hereby grants to Tenant
a Continuing Right of First Offer to lease at Fair Market Rent (FMR), additional
premises specifically within the Stevens Creek Office Center complex 20863
Stevens Creek Boulevard, buildings 100, 300 and 400 (herein called "First Right
Space"), subject to the preexisting rights and/or options granted to current
Tenants which shall take precedence. When First Right Space becomes available,
Landlord shall provide Tenant with written notice ninety (90) days in advance of
such availability, stating the available square footage, location within the
building, the date upon which the First Right Space would become available, and
the FMR. If Tenant desires to exercise its right to lease said First Right
Space, Tenant shall respond in writing to Landlord within five (5) business
days. Failure of Tenant to so respond in writing shall be deemed a rejection of
Tenant's rights to lease the First Right Space.
<PAGE>
The original paragraph 33 is deleted and the following language inserted:
Paragraph (33) OPTION TO RENEW: Provided that Tenant is not in
default under the Lease either at the time of exercise or at the time the Option
Term commences, Tenant shall have the option to extend term of this Lease for
one additional period of three (3) years ("Option Term") on the same terms,
covenants and conditions provided in the Lease, except that there shall be no
further options to extend, and upon such renewal the Base Rent due hereunder
shall be equal to the FMR of the Revised Premises as reasonably determined by
Landlord. Tenant shall exercise the option by giving Landlord written notice
("Option Notice") six (6) months prior to the expiration of the Term of this
Lease. Landlord shall notify Tenant of the Base Rent for the Revised Premises
within thirty (30) days of receipt of the Option Notice from Tenant. Tenant has
ten (10) days to accept in writing the Base Rent for the Revised Premises.
Failure to Exercise Option. If Tenant shall fail to exercise the
--------------------------
option herein provided, the option shall terminate, and shall be null and void
and of no further force and effect. Tenant's exercise of the option shall not
operate to cure any default by the Tenant of any of the terms or provisions in
the Lease, nor to extinguish or impair any rights or remedies of Landlord
arising by virtue of such default. If the Lease or Tenant's right to possession
of the Revised Premises shall terminate in any manner whatsoever before Tenant
shall exercise the option herein provided, then immediately upon such
termination, the option herein granted to extend the Term, shall simultaneously
terminate and become null and void. If Tenant does not timely exercise the
option granted herein, Tenant shall promptly, following demand by Landlord,
execute, acknowledge and deliver to Landlord a release of option, quitclaim
deed, or other such document as may be required or requested by Landlord to
verify the termination of such option. Time is of the essence of this
provision.
Except as herein amended or replaced, all covenants terms and conditions of the
Lease stated above remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date
first above written.
LANDLORD: TENANT:
STEVENS CREEK OFFICE PORTAL INFORMATION NETWORK, INC.
CENTER ASSOCIATES, a California Corporation
a California Limited Partnership
By: Lalanne\Volckmann
Its Managing Agent By: /s/ John Little
_____________________________
Title: CEO
_________________________
By: /s/ Susan C. Kammerer
_____________________________ Date: __________________________
Susan C. Kammerer
Chief Operating Officer
Date: ___________________________
2
<PAGE>
FIFTH AMENDMENT TO LEASE
This Amendment, dated January 13, 1997 amends that certain Lease, dated November
4, 1991, and previously amended by the First Amendment to Lease, dated March 5,
1992, the Second Amendment to Lease dated May 27, 1994, the Third Amendment
dated October 19, 1994 and the Fourth Amendment to Lease dated December 13, 1996
by and between Stevens Creek Office Center Associates, a California limited
partnership (herein called "Landlord") and Portal Information Network, Inc., a
California corporation (herein called "Tenant"). The leased Premises is
commonly referred to as 20863 Stevens Creek Blvd., Suite 200, 260 and 300,
Cupertino, California 95014 which comprise approximately 9,121 rentable square
feet (herein called the "Initial Premises").
Whereas, Landlord and Tenant have agreed to amend the Lease as follows:
Paragraph (2) PREMISES: The Premises is increased to include an
additional 4,447 rentable square feet commonly referred to as 20863 Stevens
Creek Boulevard, Suite 100 (herein called "Additional Premises") further defined
on Exhibit A. The Initial Premises, together with the Additional Premises,
comprise an area of approximately 13,568 rentable square feet (herein called
"Revised Premises").
Paragraph (3) TERM: The Term for the Additional Premises will commence
upon Landlord's delivery of the Premises to Tenant, anticipated to be January
27, 1997 for Suite 100. The suite will be coterminous with the Initial Premises
and terminate on March 31, 2000.
Upon determination of the Commencement Date of the Additional
Premises, the parties shall execute the Commencement Date Memorandum for the
Revised Premises attached hereto as Exhibit C. Failure to execute the
Commencement Date Memorandum, however, shall not affect Landlord or Tenant's
obligations hereunder.
Paragraph (5) BASE RENT: For the purpose of defining the Base Rent for
the Additional Premises, Tenant will pay to Landlord, without demand, a Base
Rent payment as follows for the Additional Premises to be added to the Base Rent
payable for the Initial Premises:
<TABLE>
<CAPTION>
Rent/SF Monthly Rent Due
-------------------- ----------------------
<S> <C> <C>
Months 1-12 $2.60 $11,562.20
Months 13-24 $2.70 $12,006.90
Months 25-3/31/2000 $2.80 $12,451.60
</TABLE>
Paragraph (31) LEASEHOLD IMPROVEMENTS: Landlord agrees to perform
certain work for the Additional Premises as defined in accordance with the
attached Exhibit B.
Except as herein amended or replaced, all covenants, terms and conditions of the
Lease stated above remain in full force and effect.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date written below.
LANDLORD: TENANT:
STEVENS CREEK OFFICE PORTAL INFORMATION NETWORK, INC.
CENTER ASSOCIATES, a California corporation
a California Limited Partnership
By: Lalanne\Volckmann
Its Managing Agent
By: /s/ John Little
____________________________
John Little
President
By: /s/ Susan C. Kammerer
__________________________ Date: __________________________
Chief Operating Officer
Date: ________________________
2
<PAGE>
SIXTH AMENDMENT TO LEASE
This Amendment, dated February 26, 1997, amends that certain Lease, dated
November 4, 1991, and previously amended by the First Amendment to Lease, dated
March 5, 1992, the Second Amendment to Lease dated May 27, 1994, the Third
Amendment dated October 19, 1994, the Fourth Amendment to Lease dated December
13, 1996 and the Fifth Amendment to Lease dated January 13, 1997 by and between
Stevens Creek Office Center Associates, a California limited partnership (herein
called "Landlord") and Portal Information Network, Inc., a California
corporation (herein called "Tenant"). The leased Premises is commonly referred
to as 20863 Stevens Creek Blvd., Suite 200, 260 and 300, Cupertino, California
95014 which comprise approximately 13,568 rentable square feet (herein called
the "Initial Premises").
Whereas, Landlord and Tenant have agreed to amend the Lease as follows:
Paragraph (2) PREMISES: The Premises is increased to include an
additional 1,878 rentable square feet commonly referred to as 20863 Stevens
Creek Boulevard., Suite 410 (herein called "Additional Premises") further
defined on Exhibit A. The Initial Premises, together with the Additional
Premises, comprise an area of approximately 15,446 rentable square feet (herein
called "Revised Premises").
Paragraph (3) TERM: The Term for the Additional Premises will commence
upon execution of this Amendment The Additional Premises will be coterminous
with the Initial Premises which will terminate March 31, 2000.
Upon determination of the Commencement Date of the Additional
Premises, the parties shall execute the Commencement Date Memorandum for the
Revised Premises attached hereto as Exhibit C. Failure to execute the
Commencement Date Memorandum, however, shall not affect Landlord or Tenant's
obligations hereunder.
Paragraph (5) BASE RENT: For the purpose of defining the Base Rent for
the Additional Premises, Tenant will pay to Landlord, without demand, a Base
Rent payment as follows for the Additional Premises to be added to the Base Rent
payable for the Initial Premises. Rent will commence for the Additional
Premises on February 15, 1997.
<TABLE>
<CAPTION>
Rent/SF Monthly Rent Due
---------- --------------------
<S> <C> <C>
Months 1-12 $2.60 $4,882.80
Months 13-24 $2.70 $5,070.60
Months 25-3/31/2000 $2.80 $5,258.40
</TABLE>
Paragraph (31) LEASEHOLD IMPROVEMENTS: Landlord agrees to perform
certain work for the Additional Premises as defined in accordance with the
attached Exhibit B. If the Tenant Improvements are not completed by March 31,
1997, rent shall be abated from then until the Commencement Date.
Except as herein amended or replaced, all covenants, terms and conditions of the
Lease as stated remain in full force and effect.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date
first above written.
LANDLORD: TENANT:
STEVENS CREEK OFFICE PORTAL INFORMATION NETWORK, INC.
CENTER ASSOCIATES, a California corporation
a California Limited Partnership
By: Lalanne\Volckmann
Its Managing Agent By: /s/ John Little
_______________________________
John Little
By: /s/ Susan C. Kammerer President
______________________________
Susan C. Kammerer
Chief Operating Officer Date: _____________________________
Date: ____________________________
2
<PAGE>
SEVENTH AMENDMENT TO LEASE
This Amendment, dated July 8, 1997, amends that certain Lease, dated November 4,
1991, and previously amended by the First Amendment to Lease, dated March 5,
1992, the Second Amendment to Lease dated May 27, 1994, the Third Amendment
dated October 19, 1994, the Fourth Amendment to Lease dated December 13, 1997,
Fifth Amendment to Lease dated January 13, 1997 and the Sixth Amendment to Lease
dated February 26, 1997 by and between Stevens Creek Office Center Associates, a
California limited partnership (herein called "Landlord") and Portal Information
Network, Inc., a California corporation (herein called "Tenant"). The leased
premises is commonly referred to as 20863 Stevens Creek Blvd., Suite 100, 200,
260, 300 and 410, Cupertino, California 95014 which comprise approximately
15,446 rentable square feet (herein called the "Initial Premises").
Whereas, Landlord and Tenant have agreed to amend the Lease as follows:
Paragraph (2) PREMISES: The Initial Premises is increased to include
two additional suites: 1,965 rentable square feet commonly referred to as 20863
Stevens Creek Boulevard, Suite 320 and 1,225 rentable square feet commonly
referred to as 20863 Stevens Creek Blvd., Suite 340 (herein combined and called
the "Additional Premises") further defined on Exhibit A-1 and Exhibit A-2. The
Initial Premises together with the Additional Premises, comprise an area of
approximately 18,636 rentable square feet (herein called the "Revised
Premises").
Paragraph (3) TERM: The Term for the Additional Premises shall
commence as indicated in Paragraph 5 below and be coterminous with the Initial
Premises, terminating March 31, 2000.
Upon determination of the Commencement Date of the Additional
Premises, the parties shall execute a Commencement Date Memorandum for each
suite comprising the Additional Premises.
Paragraph (5) BASE RENT: For the purpose of defining the Base Rent for
the Additional Premises, Tenant will pay to Landlord, without demand, a Base
Rent payment as follows for the Additional Premises to be added to the Base Rent
payable for the Initial Premises. Rent will commence when Landlord delivers
possession of the Additional Premises. Base Rent for the Additional Premises
will be as follows:
Suite 320 Anticipated to commence July 9, 1997
<TABLE>
<CAPTION>
Rent/SF Monthly Rent Due
-------------- ---------------------
<S> <C> <C>
Months 1-12 $2.65 $5,207.25
Months 13-24 $2.75 $5,403.75
Months 25-3/31/2000 $2.85 $5,600.25
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Suite 340 Anticipated to commence August 4,1997
Rent/SF Monthly Rent Due
------------ ----------------------
<S> <C> <C>
Months 1-12 $2.65 $3,246.25
Months 13-24 $2.75 $3,368.74
Months 25-3/31/2000 $2.85 $3,491.25
</TABLE>
Paragraph (13) ASSIGNMENT AND SUBLETTING: will be deleted in its
entirety and replaced with the following:
Tenant shall neither voluntarily nor by operation of law, assign,
transfer, mortgage, pledge, hypothecate or encumber 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
employees, agents, servants and invitees of Tenant excepted) to occupy or use
the Premises, or any portion thereof, without the prior written consent of
Landlord. No subletting or assignment, including by operation of law, shall be
allowed without Ninety (90) days prior written consent of Landlord and such
written consent may be withheld or denied for any reason or for no reason. Upon
any requested assignment or subletting of 36 % or more of the Premises, Landlord
may elect to terminate this lease upon not less than thirty (30) days written
notice, and recover possession of the premise at the expiration of such time.
Landlord upon receipt of such notice will respond within five (5) business days
whether or not it intends to consent to the assignment or subletting or whether
it intends to terminate the Lease. Tenant may sublet a portion of the leased
Premises, with Landlord's consent, which consent will not be unreasonably
withheld, for a period not to exceed twelve (12) months as long as the portion
of the sublet space does not exceed thirty-five (35%) of the total square
footage of the leased Premises.
A consent to one assignment, subletting, occupation or use by any
other person shall not be deemed to be a consent to any subsequent assignment,
subletting, occupation or use by another person. If Tenant shall assign, sublet
or otherwise transfer this Lease or the Premises, or any portion thereof, with
Landlord's consent, Tenant shall pay to Landlord as additional rent, as and when
received, one-half of all amounts received by Tenant from such assignment,
subletting or transfer, in excess of the amounts required to be paid by Tenant
to Landlord pursuant to this Lease.
Notwithstanding anything to the contrary herein above, Tenant may
assign this Lease, or sublet a portion thereof as defined above, without
Landlord's consent to any of the following: i) any corporation or other entity
which controls, is controlled by, or is under common control with Tenant; ii)
any corporation or other entity resulting from the merger or consolidation of
Tenant; iii) any corporation, partnership, other entity or person which acquires
a controlling interest in the corporate stock of Tenant or acquires
substantially all of the assets of Tenant as a going concern of the business
that is being conducted on the Premises provided that in case of any of the
foregoing transfers said assignee assumes in full the obligations of Tenant
under the Lease.
Paragraph (31) LEASEHOLD IMPROVEMENTS: Tenant accepts the space in its
current configuration and "as is" condition except that in Suite 320 Landlord
will at its sole
2
<PAGE>
cost and expense install new carpet and paint and repair the walls. Landlord
will cause to be built for Tenant, at its sole cost and expense, an access
between suites 300 and 320 as identified on Exhibit B. Landlord will not require
Tenant to remove this improvement upon expiration of the Term. Landlord warrants
that the electrical, plumbing and major building systems will be in good
operating conditions upon Tenant occupying the space.
Except as herein amended or replaced, all covenants, terms and conditions of the
Lease stated above remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date written below.
LANDLORD: TENANT:
STEVENS CREEK OFFICE PORTAL INFORMATION NETWORK, INC.
CENTER ASSOCIATES, a California corporation
a California Limited Partnership
By: Lalanne\Volckmann
Its Managing Agent
/s/ Susan C. Kammerer /s/ John Little
__________________________________ ___________________________________
Susan C. Kammerer John Little
Chief Operating Officer President
Date: ____________________________ Date: _____________________________
3
<PAGE>
EIGHTH AMENDMENT TO LEASE
This Amendment, dated July 10, 1997, amends that certain Lease, dated November
4, 1991, previously amended by the First Amendment to Lease, dated March 5,
1992, the Second Amendment to Lease dated May 27, 1994, the Third Amendment. to
Lease dated October 19, 1994, the Fourth Amendment to Lease dated December 13,
1996, the Fifth Amendment to Lease dated January 13, 1997, the Sixth Amendment
to Lease dated February 26, 1997 and the Seventh Amendment to Lease dated July
8, 1997 by and between Stevens Creek Office Center Associates, a California
limited partnership (herein called "Landlord") and Portal Information Network,
Inc., a California corporation (herein called "Tenant"). The leased premises is
commonly referred to as 20863 Stevens Creek Blvd., Suite 100, 200, 260, 300,
320, 340 and 410, Cupertino, California 95014 which comprise approximately
18,636 rentable square feet (herein called the "Initial Premises").
Whereas, Landlord and Tenant have agreed to amend the Lease as follows:
Paragraph (2) PREMISES: The Initial Premises is increased to include
2,173 rentable square feet commonly referred to as 20863 Stevens Creek
Boulevard, Suite 456, Cupertino, CA 95014 (herein called the "Additional
Premises") further defined on Exhibit A. The Initial Premises, together with the
Additional Premises, comprise an area of approximately 20,809 rentable square
feet (herein called the "Revised Premises").
Paragraph (3) TERM: The Term for the Additional Premises shall
commence as indicated in Paragraph 5 below and be coterminous with the Initial
Premises, terminating March 31, 2000.
Upon determination of the Commencement Date of the Additional
Premises, the parties shall execute a Commencement Date Memorandum far each
suite comprising the Additional Premises.
Paragraph (5) BASE RENT: For the purpose of defining the Base Rent for
the Additional Premises, Tenant will pay to Landlord, without demand, a Base
Rent payment as follows for the Additional Premises to be added to the Base Rent
payable for the Initial Premises. Rent will commence when Landlord delivers
possession of the Additional Premises. Base Rent for the Additional Premises
will be as follows:
Suite 456 Anticipated to commence July 22, 1997
Rent/SF Monthly Rent Due
----------- ------------------------
Months 1-12 $2.65 $5,758.45
Months 13-24 $2.75 $5,975.75
Months 25-3/31/2000 $2.85 $6,193.05
Paragraph (31) LEASEHOLD IMPROVEMENTS: Tenant accepts the space in its
current configuration and "as is" condition except Landlord, at its sole cost
and expense, will have the carpets cleaned. Landlord warrants that the
electrical, plumbing and major building systems will be in good operating
conditions upon Tenant occupying the space.
<PAGE>
Landlord will cause to be built for Tenant, at Tenant's sole cost and expense,
an access between suites 456 and 410 as identified on Exhibit B. Landlord will
allow Tenant to remove existing improvements in the middle of the space as
indicated on the Attached Exhibit B. Landlord will not require Tenant to
restore these improvements upon expiration of the Lease. Tenant acknowledges
that a final improvement plan must be submitted to Landlord for approval before
work commences.
Except as herein amended or replaced, all covenants, terms and conditions of the
Lease stated above remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date written below.
LANDLORD: TENANT:
STEVENS CREEK OFFICE PORTAL INFORMATION NETWORK, INC.
CENTER ASSOCIATES, a California corporation
a California Limited Partnership
By: Lalanne\Volckmann
Its Managing Agent
/s/ Susan C. Kammerer /s/ John Little
__________________________________ ________________________________
Susan C. Kammerer John Little
Chief Operating Officer President
Date: ____________________________ Date: __________________________
2
<PAGE>
NINTH AMENDMENT TO LEASE
This Amendment, dated November 18, 1997, amends that certain Lease, dated
November 4, 1991, previously amended by the First Amendment to Lease, dated
March 5, 1992, the Second Amendment to Lease dated May 27, 1994, the Third
Amendment to Lease dated October 19, 1994, the Fourth Amendment to Lease dated
December 13, 1996, the Fifth Amendment to Lease dated January 13, 1997, the
Sixth Amendment to Lease dated February 26, 1997, the Seventh Amendment to Lease
dated July 8, 1997 and the Eighth Amendment to Lease dated July 10, 1997 by and
between Stevens Creek Office Center Associates, a California limited partnership
(herein called "Landlord") and Portal Information Network, Inc., a California
corporation (herein called "Tenant"). The leased premises is commonly is
commonly referred to as 20863 Stevens Creek Blvd., Suite 100, 200, 260, 300, 320
340, 410 and 456, Cupertino, California 95014 which comprise approximately
20,809 rentable square feet (herein called the "Premises").
Whereas, Landlord and Tenant have agreed to amend the Lease as follows:
The original paragraph 32 is deleted and the following language inserted:
Paragraph (32) RIGHT OF FIRST OFFER: Landlord hereby grants to Tenant
a continuing Right of First Offer to lease at Fair Market Rent (FMR) all or a
portion of 20883 Stevens Creek Blvd., ("ACI Space"), and 20863 Stevens Creek
Blvd., Buildings 100, 300 and 400 all situated in Cupertino, CA (herein called
"First Right Space"). As soon as Landlord is notified that the First Right
Space will become available, but no later than ninety (90) days in advance of
such availability, Landlord shall notify Tenant in writing, stating the
available square footage, location within the Property, the date upon which
the First Right Space will become available and the FMR (based upon a minimum
of five (5) years for the ACI Space) (the "Terms"). Tenant shall either accept
or reject the Terms within seven (7) business days. Failure of Tenant to so
respond in writing within seven business (7) days shall be deemed a rejection
of Tenant's rights to lease the First Right Space.
Paragraph (34) Landlord's Work: If Tenant should lease or sublease
space in 20883 Stevens Creek Blvd., Cupertino, CA, then Landlord will provide
Tenant with an allowance ("Allowance") to be used to reimburse the cost to
install conduit between 20883 Stevens Creek Blvd., Cupertino, CA and 20863
Stevens Creek Blvd, (Suite 100), Cupertino, CA. Landlord will not be obligated
to advance more thin 50% of the total cost of the work with a maximum Allowance
of Five Thousand Dollars ($5,000,00). Tenant will provide Landlord with a copy
of the scope of work and cost for Landlord's approval prior to the commencement
of such work.
Except as herein amended or replaced, all covenants, terms and conditions of the
Lease stated above remain in full force and effect.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
LANDLORD: TENANT:
STEVENS CREEK OFFICE PORTAL INFORMATION NETWORK, INC.
CENTER ASSOCIATES, a California Corporation
a California Limited Partnership
By: Lalanne\Volckmann
Its Managing Agent By: /s/ Richard C. Spalding
____________________________
Vice President,
Chief Financial Officer
By: /s/ Susan C. Kammerer
______________________________
Susan C. Kammerer Date: __________________________
Chief Operating Officer
Date: ____________________________
2
<PAGE>
TENTH AMENDMENT TO LEASE
This Amendment, dated February 2, 1998, amends that certain Lease, dated
November 4, 1991, previously amended by the First Amendment to Lease dated March
5, 1992, the Second Amendment to Lease dated May 27, 1994, the Third Amendment
to Lease dated October 19, 1994, the Fourth Amendment to Lease dated December
13, 1996, the Fifth Amendment to Lease dated January 13, 1997, the Sixth
Amendment to Lease dated February 26, 1997, the Seventh Amendment to Lease dated
July 8, 1997, the Eighth Amendment to Lease dated July 10, 1997 and the Ninth
Amendment to Lease dated November 18, 1997 by and between Stevens Creek Office
Center Associates, a California limited partnership (herein called "Landlord")
and Portal Information Network, Inc., a California corporation (herein called
"Tenant"). The leased premises is commonly referred to as 20863 Stevens Creek
Blvd., Suites 100, 200, 260, 300, 320, 340, 410 and 456, Cupertino, California
95014 which comprise approximately 20,809 rentable square feet (herein called
the "Premises").
Whereas, Landlord and Tenant have agreed to amend the Lease as follows:
Paragraph (2) PREMISES: The Premises is increased to include 1,098
rentable square feet commonly referred to as 20863 Stevens Creek Boulevard,
Suite 330, Cupertino, CA 95014 (herein called the "Additional Premises") further
defined on Exhibit A. The Premises, together with the Additional Premises,
comprise an area of approximately 21,907 rentable square feet (herein called the
"Revised Premises").
Paragraph (3) TERM: The Term for the Additional Premises shall
commence as indicated in Paragraph 5 below and be coterminous with the Premises,
terminating March 31, 2000.
Upon determination of the Commencement Date of the Additional
Premises, the parties shall execute a Commencement Date Memorandum for each
suite comprising the Additional Premises. [crossed out and initialed in
original]
Paragraph (5) BASE RENT: Tenant will pay to Landlord, without demand,
a Base Rent payment for the Additional Premises as follows to be added to the
Base Rent payable for the Premises. Rent for the Additional Premises will
commence March 1, 1998.
Suite 330
<TABLE>
<CAPTION>
Rent/SF Monthly Rent Due
------- ----------------
<S> <C> <C>
March 1, 1998 to January 31, 1999 $3.00 $3,294.00
February 1, 1999 to January 31, 2000 $3.12 $3,425.76
February 1, 2000 to March 31, 2000 $3.24 $3,557.52
</TABLE>
<PAGE>
Paragraph (31) LEASEHOLD IMPROVEMENTS: Tenant accepts the space in
its current configuration and "as is" condition. Landlord warrants that the
electrical, plumbing and major building systems will be in good operating
condition upon Tenant's acceptance of the Additional Premises.
Landlord acknowledges that Tenant at its sole cost and expense will install a
passage way between Suite 320 and Suite 330 (including the demolition of the
room in suite 320 adjacent to the passageway) and replace the carpet with
Tenant's standard carpet (as previously installed in suite 320). Landlord will
not require Tenant to restore these improvements upon expiration of the Least
unless damaged beyond normal wear and tear.
Except as herein amended or replaced, all covenants, terms and conditions of the
Lease stated above remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
LANDLORD: TENANT:
STEVENS CREEK OFFICE PORTAL INFORMATION NETWORK, INC.
CENTER ASSOCIATES, a California Corporation
a California Limited Partnership
BY: Lalanne\Volckmann
Its Managing Agent
By: /s/ Susan C. Kammerer By: /s/ John Little
__________________________ ____________________________
Chief Operating Officer President
Date: _________________________ Date: __________________________
2
<PAGE>
ELEVENTH AMENDMENT TO LEASE
This Amendment, dated May 6, 1998, amends that certain Lease, dated November 4,
1991, previously amended by the First Amendment to Lease March 5, 1992, the
Second Amendment to Lease dated May 27, 1994, the Third Amendment to Lease dated
October 19, 1994, the Fourth Amendment to Lease dated December 13, 1996, the
Fifth Amendment to Lease dated January 13, 1997, the Sixth Amendment to Lease
dated February 26, 1997, the Seventh Amendment to Lease dated July 8, 1997, the
Eighth Amendment to Lease dated July 10, 1997, the Ninth Amendment to Lease
dated November 18, 1997 and the Tenth Amendment to Lease dated February 2, 1998
by and between Stevens Creek Office Center Associates, a California limited
partnership (herein called "Landlord") and Portal Information Network, Inc., a
California corporation (herein called "Tenant"). The leased premises is
commonly referred to as 20863 Stevens Creek Blvd., Suites 100, 200, 260, 300,
320, 330, 340, 410 and 456, Cupertino, California 95014 which comprise
approximately 21,907 rentable square feet (herein called the "Premises").
Whereas, Landlord and Tenant have agreed to amend the Lease as follows:
Paragraph (2) PREMISES: The Premises is increased to include 1,230
rentable square feet commonly referred to as 20863 Stevens Creek Boulevard,
Suite 400, Cupertino, CA 95014 (herein called the "Additional Premises") further
defined on Exhibit A. The Premises, together with the Additional Premises,
comprise an area of approximately 23,137 rentable square feet (herein called the
"Revised Premises").
Paragraph (3) TERM: The Term for the Additional Premises shall
commence on May 1, 1998 and be coterminous with the Premises, terminating March
31, 2000.
Paragraph (5) BASE RENT: Tenant will pay to Landlord, without demand,
a Base Rent payment for the Additional Premises as follows to be added to the
Base Rent payable for the Premises. Rent for the Additional Premises will
commence May 1, 1998.
<TABLE>
<CAPTION>
TERM RATE MONTHLY RENT DUE
--------------------------------------------------------------------------------------
<S> <C> <C>
5/1/98 through 4/30/99 $3.00 per square foot $3,690.00
5/1/99 through 3/31/00 $3.12 per square foot $3,837.60
</TABLE>
Paragraph (6) SECURITY DEPOSIT: Upon execution hereof, Tenant shall
increase its Security Deposit for the Revised Premises to include an additional
amount equal to one month's rent for Suite 330 ($3,294.00) and Suite 400
($3,690.00) or a total increase of six thousand nine hundred eighty-four and
00/100 dollars ($6,984.00).
Paragraph (31) LEASEHOLD IMPROVEMENTS: Tenant accepts the space in
its current configuration and "as is" condition except that the parties agree
that Tenant may install, at its sole cost and expense, the improvements
described on the attached Exhibit A. Tenant agrees that it will bear the cost of
enclosing the proposed kitchen as well as the
<PAGE>
construction of one (1) additional private office, at Landlord's discretion,
upon termination of the Lease. Landlord warrants that the electrical, plumbing
and major building systems will be in good operating condition upon Tenant's
acceptance of the Additional Premises.
Except as herein amended or replaced, all covenants, terms and conditions of the
Lease stated above remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.
LANDLORD: TENANT:
STEVENS CREEK OFFICE PORTAL INFORMATION NETWORK, INC.,
CENTER ASSOCIATES, a Calilfornia corporation
a California Limited Partnership
BY: Lalanne\Volckmann
Its Managing Agent By: /s/ John Little
____________________________
John Little
By: /s/ Susan C. Kammerer President
________________________________
Susan C. Kammerer
Vice President Date: __________________________
Date: ______________________________
2
<PAGE>
TWELFTH AMENDMENT TO LEASE
This Amendment, dated May 31, 1998 for reference purposes only, amends that
certain Lease, dated November 4, 1991, previously amended by the First Amendment
to Lease dated March 5, 1992, the Second Amendment to Lease dated May 27, 1994,
the Third Amendment to Lease dated October 19, 1994, the Fourth Amendment to
Lease dated December 13, 1996, the Fifth Amendment to Lease dated January 13,
1997, the Sixth Amendment to Lease dated February 26, 1997, the Seventh
Amendment to Lease dated July 8, 1997, the Eighth Amendment to Lease dated July
10, 1997, the Ninth Amendment to Lease dated November 18, 1997, the Tenth
Amendment to Lease dated February 2, 1998, and the Eleventh Amendment to Lease
dated May 5, 1998 by and between Stevens Creek Office Center Associates, a
California limited partnership (herein called "Landlord") and Portal Information
Network, Inc., a California corporation (herein called "Tenant"). The leased
premises is commonly referred to as 20863 Stevens Creek Blvd., Suites 100, 200,
260, 300, 320, 330, 340, 400, 410 and 456, Cupertino, California 95014 which
comprise approximately 23,137 rentable square feet (herein called the
"Premises").
Whereas, Landlord and Tenant have agreed to amend the Lease as follows:
Paragraph (2) PREMISES: The Premises is increased to include
approximately 3,857 rentable square feet commonly referred to as 20853 Stevens
Creek Boulevard, Suite 540 (expanded to include approximately 525 square feet of
Suite 560), Cupertino, CA 95014 (herein called the "Additional Premises")
further defined on Exhibit A. The Premises, together with the Additional
Premises, comprise an area of approximately 26,994 rentable square feet (herein
called the "Revised Premises").
Paragraph (3) TERM: The Term for the Additional Premises shall
commence On June 8, 1998 and be coterminous with the Premises, terminating March
31, 2000.
Paragraph (5) BASE RENT: Tenant will pay to Landlord, without demand,
a Base Rent payment for the Additional Premises as follows to be added to the
Base Rent payable for the Premises. Rent for the Additional Premises will
commence June 8, 1998.
<TABLE>
<CAPTION>
TERM MONTHLY RENT DUE
--------------------------------------------------------------------------
<S> <C>
6/1/98 through 5/31/99 $11,820.30
6/1/99 through 3/31/00 $12,293.11
</TABLE>
Paragraph (6) SECURITY DEPOSIT: Upon execution hereof, Tenant shall
increase its Security Deposit for the Revised Premises to include an additional
amount equal to one month's rent for the Additional Premises Twelve thousand two
hundred ninety-three and 11/100 dollars ($12,293.11).
Paragraph (31) LEASEHOLD IMPROVEMENTS: Landlord warrants that the
electrical, plumbing and major building systems will be in good operating
condition upon
<PAGE>
Tenant's acceptance of the Additional Premises. Tenant. shall reimburse Landlord
for the cost to remove the carpet in Suite 540 and the demising wall between
Suite 530 and 540 and shall, at its sole cost and expense, recarpet the
Additional Premises with Tenant's standard carpet. Landlord will construct a
minimum of three (3) new perimeter offices along the rear window wall in Suite
540 and demise the Additional Premises by the installation of a full height wall
adjacent to Suite 560.
Except as herein amended or replaced, all covenants, terms and conditions of the
Lease stated above remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
LANDLORD: TENANT:
STEVENS CREEK OFFICE PORTAL INFORMATION NETWORK, INC.,
CENTER ASSOCIATES, a California corporation
a California Limited Partnership
BY: Lalanne\Volckmann
Its Managing Agent By: /s/ John Little
____________________________
John Little
By: /s/ Susan C. Kammerer President
_________________________
Susan C. Kammerer
Vice President Date: __________________________
Date: _______________________
2