EXHIBIT 10.19
-------------
OFFICE BUILDING LEASE
1. PARTIES This Lease, dated for reference purposes only,
July 24, 1998 is made by and between The Xxxxxx Xxxx and Xxx Xxxx
Revocable Trust dated August 19, 1989 (herein called "Landlord")
and Ambassador Performance Group, Inc. (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
reference thereto made a part hereof, said Premises being agreed,
for the purposes of this Lease, to have an area of approximately
2,688 rentable square feet and 2,400 useable square feet, being
situated on the Second Floor of that certain building known as
Pell Xxxxxx Xxxxx, 000 Xxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxxxx
("Building"). The Building is located on that real property
known as Pell Office Plaza ("Project") which is indicated on
Exhibit A-1 attached hereto and made a part hereof. Landlord
represents and warrants to Tenant that it is duly authorized to
enter into this Lease.
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 and that this Lease is
made upon the condition of said performance.
3. TERM The term of this Lease shall be for Five (5) Years,
commencing on the 1st day of September 1998 and ending on the
31st day of August 2003.
4. POSSESSION
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. Notwithstanding the foregoing,
if Landlord does not deliver the Premises to Tenant on or
before December 1, 1998, with Landlord's construction
substantially completed, Tenant may terminate this Lease
without any liability whatsoever. In such event, Landlord
shall return to Tenant all rents and security deposit paid by
Tenant.
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 advance the termination date
hereinabove provided.
5. RENT
A. Tenant agrees to pay Landlord as rental for the Premises,
without prior notice or demand, the sum of Five Thousand Six
Hundred Forty-four and 80/100 Dollars ($5,644.80) 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
every successive calendar month thereafter during the term
hereof, except that the first month's rent shall be paid upon
the execution of this Lease. Rent for any period during the
term 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 time of
payment, at 000 Xxxxx Xxxxx Xxxx, Xxxxx 000, Xxx Xxxxxx,
Xxxxxxxxxx 00000, or to such other place as Landlord may from
time to time designate in writing.
B. RENT ESCALATIONS Commencing on the 13th month of this Lease
and on each anniversary following, the Base Rent shall be
adjusted by the increase, if any, in the Consumer Price Index
of the Labor Statistics of the US Department of Labor for All
Urban Consumers, San Francisco-Oakland-San Xxxx (1984=100),
"All Items," herein referred to as "CPI."
The CPI increase shall be calculated as follows: The Base
Rent payable for the first month term of this Lease shall be
multiplied by the percentage change in the CPI for the 12
months preceding the 13th month of this Lease. On each
anniversary following, the Base Rent shall be multiplied by
the percentage change in the CPI for the 12 months preceding.
No single increase shall exceed 4% of the previous year's
rental rate and in no event shall the new monthly rent be
less than the rent payable for the month immediately
preceding the date for rent adjustment.
6. SECURITY DEPOSIT Tenant has deposited with Landlord the sum of
Five Thousand Six Hundred Forty-four and 80/100 Dollars
($5,644.80). 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 retain all or any part of
this security deposit for the payment of any rent or any other
sum in default, or for the payment of any amount which Landlord
may spend or become obligated to spend by reason of Tenant's
default 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 thirty (30) 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 fund 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. RENTAL ADJUSTMENTS For the purposes of this Article, the
following terms are defined as follows:
A. Landlord shall bear the Project Taxes and Operating Expenses
during the Base Year, which is calendar year 1999. If
Project Taxes and Operating Expenses in any subsequent year
of the lease term exceed the Base Year Project Taxes and
Operating Expenses, Tenant shall pay to Landlord with respect
to each such year, Tenant's Share of such excess.
B. Tenant shall pay its share of any such excess in the
following manner: After the first calendar year following the
Base Year (hereinafter referred to, together with each
successive calendar year of the lease term, as the
"Comparison Year"), Landlord shall calculate the actual
Project Taxes and Operating Expenses and Tenant's share of
the excess amount over the Base Year Project Taxes and
Operating Expenses. Landlord shall notify Tenant of the
total amount of its share of the excess. Tenant shall pay to
Landlord the full amount of its share of the excess for the
first Comparison Year within thirty (30) days after its
receipt of the invoice. One-twelfth (1/12th) of Tenant's
share of the excess for the first Comparison Year shall be
added to the monthly rental payments required to be made by
Tenant in the current calendar year as an estimated amount of
Tenant's share of the excess for the current Comparison Year,
and any installments which would have been payable in the
months preceding Landlord's notice to Tenant shall be payable
on or before the first day of the next month following the
date of Landlord's notice. For example, if the notice to
Tenant is delivered in March, the installment of Tenant's
share for the months of January, February and March shall be
paid by Tenant on or before April 1. The procedure outlined
above shall be repeated in each successive Comparison Year,
provided that the total amount of monthly payments made by
Tenant in any Comparison Year shall be deducted from its
share of the excess amount for such Comparison Year, with the
balance to be paid by Tenant within thirty (30) days after
its receipt of the reconciliation statement for such
Comparison Year, or with any overpayment by Tenant to be
credited against the next installment of rent due under the
lease, and further provided that Tenant shall pay the same
installment amount in each Comparison Year as in the prior
year until such amount is adjusted by Landlord in the
reconciliation statement for the prior Comparison Year.
C. Landlord shall, as soon as practicable after the close of
any calendar year for which rental was increased under
Paragraph 7 (A) hereof, deliver to Tenant a written statement
summarizing actual Project Taxes and Operating Expenses for
such calendar year and showing Tenant's Share of any excess
over the Base Year Project Taxes and Operating Expenses.
Provided that Tenant is not in default hereunder, if Tenant
disputes the amount set forth in such statement, Tenant shall
have the right, by written request made not later than thirty
(30) days following receipt of such statement, to cause
Landlord's books and records with respect to such calendar
year to be audited by independent certified public
accountants mutually acceptable to Landlord and Tenant.
Prior to any such audit, Tenant shall pay to Landlord a
deposit equal to the full amount of any unpaid amount in
dispute and a sum specified by Landlord's accountant for the
estimated fees of Landlord's accountant in connection with
such audit. The amounts payable under Paragraph 7(B) by
Landlord to Tenant or Tenant to Landlord, as the case may be,
shall be appropriately adjusted on the basis of such audit.
If such audit discloses a liability for further refund by
Landlord to Tenant in excess of ten percent (10%) of the
amount determined by Landlord pursuant to this Paragraph 7 (
C) within thirty (30) days of receipt of Landlord's
statement, such statement shall be conclusively binding upon
Tenant.
D. Tenant's obligation under this Paragraph 7 for any fraction
of a calendar year at the end of the lease term shall be
determined by prorating Tenant's obligation hereunder on the
basis which the number of days in such fractional calendar
year in the lease term bears to 365. If the lease term
terminates during a calendar year, additional rent payable
hereunder, as pro-rated, shall be due and payable, based upon
Landlord's current projection as to likely excess actual
Project Taxes and Operating Expenses if the same are not yet
then ascertainable with certainty, which any such projection
and payment by Tenant subject to subsequent adjustment if
such projection shall thereafter prove to be less than 95%
accurate. For purposes of this Paragraph 7, Project Taxes
and Operating Expenses for any year during which the Project
is not fully occupied shall be calculated by projection as if
the Project were 95% occupied during the entire calendar
year. If Landlord is not furnishing any particular work or
service (the cost of which if performed by the Landlord would
be included in Operating Expenses) to a tenant who has
undertaken to perform such work or service in lieu of the
performance thereof by Landlord, Operating Expenses shall be
deemed to be increased by an amount equal to the additional
Operating Expenses which would reasonably have been incurred
during such period by the Landlord if it had at its own
expenses furnished such work or service to such tenant.
E. For the purposes of this Paragraph, the following definitions
shall apply:
1) "Taxes" shall include (a) all real estate taxes,
possessor, interest taxes, personal property taxes levied
upon, measured by, or assessed to Landlord in connection
with the Project other than taxes covered by Paragraph
18, and any other taxes, charges and assessments
(including, without limitation, any taxes, charges or
assessments for public improvements, services or
benefits, whether or not commenced or completed prior to
the commencement of the lease term or not to be completed
during the lease term, transit development fees, housing
funds, education funds, street, highway or traffic fees,
environmental charges, fees or penalties imposed as a
means of controlling or abating environmental degradation
or energy use, and taxes, charges or assessments upon or
measured by or for parking facilities) which are levied
with respect to or in connection with the Project, and
any improvements, fixtures and equipment and all other
property of Landlord, real or personal, located in or
around the Project and used in connection with the
operation of the Project; and (b) any other tax, charge,
assessment, fee or governmental imposition or charge of
every kind or nature whatsoever assessed to Landlord in
connection with the Project, any part thereof, or the
Premises (other than estate taxes, inheritance taxes, or
net income taxes payable against nonrental as well as
rental income) whether or not in addition to or in lieu
of such real estate and possessory interest or personal
property taxes, whether or not now customary or within
the contemplation of the parties hereof, ordinary or
extraordinary, foreseen or unforeseen, or similar or
dissimilar to any of the foregoing, including by way of
illustration but not limitation any and all taxes,
imposition, charges, fees or assessments (d) upon,
allocable to, or measured by the area of the Premises or
the Project or any portion thereof, including without
limitation any gross income tax, excise tax or value
added tax, levied by any governmental or quasi-
governmental entity with respect to the Project, any part
thereof, and ( c) the cost and expenses of contesting the
amount of validity of any of the foregoing taxes. In the
event that it shall not be lawful for Tenant to reimburse
Landlord for Tenant's Share of any tax, as defined
herein, the rent payable to Landlord under this lease
shall be revised to yield to Landlord the same net rent
from the Premises after imposition of any such tax upon
Landlord as would have been received by Landlord
hereunder prior to the imposition of such tax.
Notwithstanding the foregoing, the purposes of this
paragraph, "Taxes" shall not include any increases in
Taxes resulting from a "change in ownership" or
successive change in ownership (as defined in California
Revenue and Taxation code Sections 60 and 61 or any
successor or substitute statutes) of the Project or any
interest therein during the first five (5) year term.
Notwithstanding the foregoing, Base Year Taxes shall
include all Taxes attributable to the fully built-out and
fully assessed Project, whether or not such assessment
occurs during the Base Year.
2) "Operating Expenses" shall mean all costs and expenses of
ownership, operation and maintenance of the Building and
the outside areas of the Project (excluding depreciation
on the buildings, all amounts paid on loans of Landlord,
real estate brokers' commissions, and expenses
capitalized for federal income tax purposes except as
specified herein) including by way of illustration but
not limited to: utilities, supplies, insurance; business
licenses, permits, inspections and other authorization
fees, charges, taxations and taxes; special charges or
assessments for services provided to the Project,
including without limitation sewer, water, fire or police
protection; cost of services of independent contractors
(including without limitation accounting and legal
services and property management fees); cost of
compensation (including employment taxes and fringe
benefits) of all persons who perform regular and
recurring duties connected with the day-to-day operation,
maintenance and repair of the buildings, their equipment
and the adjacent walks, malls, arcades, atriums,
balconies, roof gardens, parking area and landscaped
areas, including without limitation janitorial,
scavenger, gardening and landscaping, security, operating
engineer, elevator, painting, plumbing, electrical,
carpentry, heating, ventilation, air-conditioning, window
washing, signage and advertising (but excluding persons
performing services not uniformly available to or
performed for substantially all Project tenants);
maintenance and repair expenses, including but not
limited to capital expenditures required to meet changed
government regulations and governmental regulations for
environmental protection or energy conservation, (whether
or not capitalized for income tax purposes), and rental
expenses or a reasonable allowance for depreciation of
personal property used in the maintenance, operating and
repair of the Project; Landlord's reasonable
administration expense; and the cost of contesting the
validity, amount, or applicability of any governmental
enactments or other expenses which may affect Operating
Expenses. If Landlord makes capital improvements in
response to changed government requirements or which have
the effect of reducing operating expenses, Landlord may
amortize the cost of such improvements (together with
interest thereon at the actual cost of such funds to
Landlord or, if such funds were not borrowed, at the
prime rate then in effect for the Bank of America) as an
operating expense in accordance with reasonable
accounting procedures, provided that in the case of
improvements which reduce expenses, such amortization
shall not be at a rate which exceeds the anticipated
savings in Operating Expenses.
Notwithstanding anything to the contrary contained in
this Paragraph 7 (E) (2), the term "Operating Expenses"
shall not include: (a) the cost of labor and employees
with respect to any employee above the level of building
manager; (b) the cost of labor and employees with respect
to any supervisory or other personnel not located at the
Project on a full-time basis unless such costs are
appropriately allocated between the Project and the other
responsibilities of such personnel; (c) the cost of
painting or decorating any leasable space in the Project;
(d) the cost of any alterations, improvements, or
replacements made to leasable space in the Project; (e)
cost of leasehold improvements and other preparations for
occupancy made for tenants; (f) amounts paid for legal or
other professional services in connection with the
leasing of space or in connection with relationships or
disputes with tenants or former tenants; (g) depreciation
and other noncash charges (except as hereinafter
provided); (h) interest on or amortization of debts; (i)
financing and refinancing costs; (j) brokerage
commissions; (k) cost of any work or services performed
of furnished to any tenant to the extent that same is not
provided to all tenants in the Project and is reimbursed
or can be reimbursed to Landlord; (l) the cost of
completion of the buildings in the Project; (m) the cost
of correcting any defects in construction; (n) expenses
for which Landlord is or will be reimbursed by insurance
proceeds or condemnation awards; (o) advertising and
promotional expenses; (p) income, transfer and franchise
taxes; (q) expenses which are properly allocable to
property other than the Project in which the Premises are
located; (4) rent, additional rent and other charges
payable under any ground lease or any lease superior to
this lease; (s) any insurance premium to the extent that
the cost thereof is reimbursed by any tenant or other
party; (t) the premium for earthquake insurance, if any,
carried by Landlord, unless such coverage is required by
an institutional lender providing financing for the
Project (in which case the portion of such premium that
represents an increase over what the premium for such
coverage would have been if it had been obtained during
the Base Year shall be an Operating Expense); (u) any
management or similar fee in excess of the customary fee
for similar properties located in the vicinity of the
Building; (v) any costs or other sums paid to any person
or entity related to or affiliated with Landlord to the
extent. That same exceeds the reasonable and customary
cost thereof; (w) any repairs, replacement or other
expenses resulting from the negligence or misconduct of
Landlord or its employees or agents or that are due to
insurable casualties (other than an amount equal to what
would be a reasonable deductible for insurance coverage
for the casualty in question, which amount shall be an
Operating Expense if otherwise within the meaning of that
term as defined herein); (x) any real estate or other
taxes; (y) any items or amounts which are not reasonable
in amount and customarily included in operating expenses
for similar properties located in the vicinity of the
Building; and (z) costs incurred for any item or service
which is within the definition of the term Operating
Expense that typically would have been incurred by a
Landlord in owning, operating and maintaining a building
similar to the building but was not incurred by Landlord
during the Base Year, to the extent of Landlord's
reasonable estimate of what the amount of any such costs
would have been had it been incurred during the Base Year
(it being understood, however, that the amount of any
such costs in excess of the reasonably estimated Base
Year amount shall be an Operating Expense), provided,
however, that this exclusion shall not apply to repair
costs or other atypical costs incurred by Landlord after
the Base Year.
3) "Tenant's Share" is agreed to be 4.0% (based on the ratio
between the rentable square feet in the Premises and the
rentable square feet in the Building) for Operating
Expenses which relate only to the Building (such as
janitorial service and utilities in the Building,
maintenance and repair of the interior and exterior of
the Building and Building systems) and 1.6% (based on the
ratio between the rentable square feet in the Premises
and the rentable square feet in the Project) of Taxes and
those Operating Expenses which relate to the common areas
of the Project (such as outside area maintenance,
landscaping services and irrigation water, refuse
disposal and parking lost sweeping, resurfacing and
restriping) or benefit both buildings generally (such as
exterior window washing).
8. USE 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.
Tenant shall not do or permit anything to be done in or about the
Premises nor bring or keep anything therein which will in any way
increase the existing rate of or affect any fire or other
insurance upon the Building or any of its contents, or cause
cancellation of any insurance policy covering said Building or
any part thereof or any of its contents. Tenant shall not do or
permit anything to be done in or about the Premises which will in
any way obstruct or interfere with the rights of other tenants or
occupants of the Building or injure or annoy them or use or allow
the Premises to be used for any improper, immoral, unlawful or
objectionable purpose, nor shall Tenant cause, maintain or permit
any nuisance in, on or about the Premises. Tenant shall not
commit or suffer to be committed any waste in or upon the
Premises.
9. COMPLIANCE WITH LAW Tenant shall not use the Premises or permit
anything to 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 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 written consent of
Landlord first had and obtained. Any alterations, additions
orimprovements to or of said Premises including, but not limited
to, wallcovering, paneling, air conditioning units 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 be approved of in writing by the Landlord, which
approval shall not unreasonably withheld. Upon the expiration or
sooner termination of the term hereof, Tenant shall, upon written
demand by Landlord given at least thirty (30) days prior to the
end of the term, at Tenant's sole cost and expense, forthwith and
with all due diligence, remove any alterations, additions, or
improvements made by Tenant, designated by Landlord to be
removed, and Tenant shall, forthwith and with all due diligence
at its sole cost and expense, repair any damage to the Premises
caused by such removal.
11. REPAIRS
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 with ordinary wear and tear
excepted. Tenant shall, upon the expiration or sooner
termination of this Lease hereof, surrender the Premises to
the Landlord in good condition, ordinary wear and tear and
damage from causes beyond the reasonable control of Tenant
excepted. Except as specifically provided in an addendum, if
any, to this Lease, Landlord shall have no obligation
whatsoever to alter, remodel, improve, repair, decorate or
paint the Premises or any part thereof once the initial
tenant improvements are completed 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.
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. Tenant waives the right to make repairs at
Landlord's expense under any law, statute or ordinance now or
hereafter in effect.
12. LIENS Tenant shall keep the premises and the property in which
the Premises are situated free from any liens arising out of any
work performed, materials furnished or obligations incurred by
Tenant. Landlord may require, at Landlord's sole option, that
Tenant shall provide to Landlord, at Tenant's sole cost and
expense, a lien and completion bond in an amount equal to one and
one-half (1-1/2) times any and all estimated costs 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 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 written
consent of Landlord first had and obtained, which consent shall
not be unreasonably withheld, provided however, that Landlord in
the exercise of its good faith business judgment may refuse to
approve the assignment or sublease and shall promptly provide
Tenant with the reasons for its refusal. In the event Tenant
desires to assign this Lease or any interest therein or sublet
all or part of the Premises, Tenant shall give Landlord written
notice thereof, which notice shall include (i) the name of the
proposed assignee, subtenant or occupant ("Transferee"), (ii)
reasonable financial information regarding the Transferee, (iii)
a description of the Transferee's business to be carried on in
the Premises, and (iv) the terms of the assignment or sublease
and a description of the portion of the Premises to be affected.
Tenant shall also provide Landlord such additional information
regarding the Transferee or the proposed assignment or sublease
as Landlord may reasonably request.
In the case of a sublease other than to an affiliated party of
Tenant approved by Landlord, Landlord may choose to terminate
this Lease insofar as it relates to the space proposed to be
subleased by Tenant and to lease such space for Landlord's
account to any person, including the prospective subtenant
identified by Tenant.
Consent to one assignment, subletting, occupation or use by any
other person shall not be deemed to a consent to any subsequent
assignment, subletting, occupation or use by another person. Any
assignment or subletting without such consent shall be void, and
shall, at the option of the Landlord, constitute a default under
the Lease.
14. HOLD HARMLESS Tenant shall indemnify and hold harmless Landlord
against and from any and all claims arising from Tenant's use of
Premises for the conduct of its business or from any activity,
work, or other thing done, permitted or suffered by the Tenant in
or about the Building, and shall further indemnify and hold
harmless Landlord against and from any and all claims arising
from any breach or default in the performance of any obligation
on Tenant's part to be performed under the terms of this Lease,
or arising from any act or negligence of the tenant, or any
officer, agent, employee, guest or invitee of Tenant, and from
and against all costs, attorney's fees, expenses and liabilities
incurred in or about any such claim or any action or proceeding
brought thereon and in any case, action or proceeding brought
against Landlord by reason of any such claim. Tenant upon notice
from Landlord shall defend the same at Tenant's expense by
counsel reasonably satisfactory to Landlord. Tenant as a
material part of the consideration to Landlord hereby assumes all
risk of damage to property or injury to persons, in, upon or
about the Premises, from any cause other than Landlord's
negligence or willful act, 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 of
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 dampness or any other cause whatsoever,
unless caused by or due to the negligence or willful acts of
Landlord, its agents, servants or employees. Landlord or its
agents shall not be liable for interference with the light or
other incorporeal hereditaments, loss of business by Tenant, nor
shall Landlord be liable for any latent defect in the premises or
in the Building. Tenant shall give prompt notice to Landlord in
case of fire or accidents in the Premises or in the Building or
of defects therein or in the fixtures or equipment.
15. SUBROGATION As long as their respective insurers so permit,
Landlord and Tenant hereby mutually waive their respective rights
of recovery against each other for any loss insured by fire,
extended coverage and other property insurance policies existing
for the benefit of the respective parties. Each party shall
obtain any special endorsements, if required by their insurer to
evidence compliance with the aforementioned waiver.
16. LIABILITY INSURANCE Tenant shall, at Tenant's expense, obtain and
keep in force during the term of this Lease, a policy of
comprehensive public liability insurance insuring Landlord and
Tenant against any liability arising out of the ownership, use,
occupancy or maintenance of the Premises and all areas
appurtenant thereto. The limit of said insurance shall not,
however, limit the liability of the Tenant hereunder. Tenant may
carry said insurance under a blanket policy, providing, however,
said insurance by Tenant shall have a Landlord's protective
liability endorsement attached thereto. If Tenant shall fail to
procure and maintain said insurance, Landlord may, but shall not
be required to, procure and maintain same, but at the expense of
Tenant. Insurance required hereunder, shall be in companies
rated A+ AAA or better in "Best's Insurance Guide." Tenant shall
deliver to Landlord prior to occupancy of the Premises copies of
policies of liability insurance required herein or certificates
evidencing the existence and amounts of such insurance with loss
payable clauses satisfactory to Landlord. No policy shall be
cancelable or subject to reduction of coverage except after ten
(10) days prior written notice to Landlord.
17. SERVICES AND UTILITIES Provided that Tenant is not in default
hereunder, Landlord agrees to furnish to the Premises during
reasonable hours of generally recognized business days, to be
determined by Landlord at his sole discretion, and subject to the
rules and regulations of the Building of which the Premises are a
part, 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 reduction of
rent by reason of Landlord 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.
Whenever heat generating machines or equipment are used on 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.
18. PROPERTY TAXES Tenant shall pay, or cause to be paid, before
delinquency, any and all taxes levied or assessed and which
become payable during the term hereof upon all Tenant's leasehold
improvements, equipment, furniture, fixtures and personal
property located in the Premises; except that which has been paid
for by Landlord, and is the standard of the Building. In the
event any or all of the Tenant's leasehold improvements,
equipment, furniture, fixtures and personal property shall be
assessed and taxed with the Building, Tenant shall pay to
Landlord its share of taxes within ten (10) days after delivery
to Tenant by Landlord of a statement in writing setting forth the
amount of such taxes applicable to Tenant's property.
19. 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 for the nonperformance of any said rules by
any other tenants or occupants.
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 of the
last monthly rental, plus all other charges payable hereunder,
and upon all the terms hereof applicable to a month-to-month
tenancy.
21. ENTRY BY LANDLORD reserves and shall at any and all times have
the right to enter 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 of that Landlord may
deem necessary or desirable, without abatement of rent and may
for that purpose erect scaffolding and other necessary structures
where reasonably required by the character of the work to be
performed, always providing that the 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 any
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.
22. RECONSTRUCTION In the event the Premises of the Building of
which the Premises are a part are damaged by fire or other perils
covered by extended coverage insurance, Landlord agrees to
forthwith repair the same, and this Lease shall remain in full
force and effect, except that Tenant shall be entitled to a
proportionate reduction of the rent while such repairs are being
made, such proportionate reduction to be based upon the extent to
which the making of such repairs shall materially interfere with
the business carried on by the Tenant in the Premises. If the
damage is due to the fault or neglect of Tenant or its employees,
there shall be no abatement of rent.
In the event of 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 or extended coverage insurance,
then Landlord shall forthwith repair the same provided the extent
of the destruction be less than ten percent (10%) of the then
full replacement cost of the Premises or the Building of which
the Premises are a part. In the event the destruction of the
Premises or the Building is to an extent greater than ten percent
(10%) of the full replacement cost, then Landlord shall have the
option (1) to repair or restore such damage, this Lease
continuing in full force and effect, but the rent to be
proportionately 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) days
and no more than sixty (60) days after the giving of such notice.
In the event of giving such notice, this Lease shall expire and
all interest of the Tenant in the Premises shall terminate on the
date so specified in such notice and the rent, reduced by a
proportionate amount, based upon the extent, if any, to which
such damage materially interfered with the business carried on by
the Tenant in the Premises, shall be paid up to date of said such
termination.
Notwithstanding anything to the contrary contained in this
Article, Landlord shall not have any obligation whatsoever to
repair, reconstruct or restore the damage to the Premises
resulting from any casualty covered under this Article which
occurs during the last twelve (12) months of the term of this
Lease or any extension thereof
Landlord shall not be required to repair any injury or damage by
fire or other cause, or to make any repairs to replacements of
any panels, decoration, office fixtures, railings, floor
covering, partitions, or any property installed in the Premises
by Tenant.
The Tenant shall not be entitled to any compensation or damages
from Landlord for loss of the use of the whole or any part of the
premises, Tenant's personal property or any inconvenience or
annoyance occasioned by such damage, repair, reconstruction or
restoration.
23. DEFAULT The occurrence of any or more of the following events
shall constitute a default and breach of this Lease by Tenant.
A. The vacating or abandonment of the Premises by Tenant.
B. The failure by Tenant to make any payment of rent or any
other payment required to be made by Tenant hereunder, as and
when due, where such failure shall continue for a period of
ten (10) days after written notice thereof by Landlord to
Tenant.
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, 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.
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 with
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 interests 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.
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 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 provides could be reasonably avoided, that
portion of the leasing commission paid by Landlord and
applicable to the unexpired term of this Lease. Unpaid
installments of rent or other sums shall bear interest from
the date due at the rate of ten percent (10%) per annum. In
the event Tenant shall have abandoned the Premises, Landlord
shall have the option of (a) taking possession of the
Premises and recovering from Tenant the amount specified in
this paragraph, or (b) proceeding under the provisions of the
following Article 24.B.
B. Maintain Tenant's right to possession, in which case this
Lease shall continued in effect whether or not Tenant shall
have abandoned the Premises. In such event, Landlord shall
be entitled to enforce all of Landlord's right and remedies
under this Lease, including the right to recover the rent as
it becomes due hereunder.
C. Pursue any other remedy now or hereafter available to
Landlord under the laws or judicial decision of the State in
which the Premises are located.
25. EMINENT DOMAIN If more than twenty-five percent (25%) of the
Premises shall be taken or appropriated by any public or
quasi-public authority under the power of eminent domain, either
party hereto shall have the right, at its option, to terminate
this Lease, and Landlord shall be entitled to any and all income,
rent, award or any interest therein whatsoever which may be paid
or made in connection with such public or quasi-public use or
purpose, and Tenant shall have no claim against Landlord for the
value of any unexpired term of this Lease. If either less than
or more than twenty-five percent (25%) of the Premises is taken
and neither party elects to terminate as herein provided, the
rental thereafter to be paid shall be equitably reduced. If any
part of the Building other than the Premises may be so taken or
appropriated, Landlord shall have the right at its option to
terminate this Lease and shall be entitled to the entire award as
above provided.
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 in full force and effect) and the
date to which the rental and other charges are paid in advance,
if any, and (b) acknowledging that there are not, to Tenant's
knowledge, any uncured defaults on the part of the Landlord
hereunder or specifying such defaults if any are claimed. Any
such statement may be relied upon by any prospective purchaser or
encumbrances of all or any portion of the real property of which
the Premises are a part.
27. PARKING Tenant, its employees and guests shall have the right to
use in common with other tenants or occupants of the Building the
parking facilities of the Building without fees or charges.
28. AUTHORITY OF PARTIES
A. CORPORATE AUTHORITY. If Tenant is a corporation, each
individual executing this Lease on behalf of said corporation
represents and warrants that he is duly authorized to execute
and deliver this Lease on behalf of said corporation, in
accordance with a duly adopted resolution, of the board of
directors of said corporation or accordance with the by-laws
of said corporation, and that this Lease is binding upon said
corporation in accordance with its terms.
B. LIMITED PARTNERSHIPS. If the Landlord herein is a limited
partnership, it is understood and agreed that any claims by
Tenant on Landlord shall be limited to the assets of the
limited partnership, and furthermore, Tenant expressly waives
any and all rights to proceed against the individual partners
or the officers, directors or shareholders of any corporate
partner, except to the extent of their interest in said
limited partnership.
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
acceptances of rent hereunder by Landlord shall not 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 places and
Tenant may from time to time designate in a notice to the
Landlord. All notices and demands by the Tenant to the
Landlord shall be sent by United States Mail, postage
prepaid, addressed to the Landlord at 000 Xxxxx Xxxxx
Xxxx, Xxxxx 000, Xxx Xxxxxx, Xxxxxxxxxx 00000, or to such
other person or place as the Landlord may from time to
time designate in a notice to the Tenant.
(iv) JOINT OBLIGATION. If there be more than one Tenant the
obligations hereunder imposed upon Tenant shall be joint
and several.
(v) MARGINAL HEADINGS. The marginal headings and titles to
the Articles of this Lease are not a part of this Lease
and shall have no effect upon the construction or
interpretation of any part hereof.
(vi) TIME. Time is of the essence of this Lease and each and
all of its provisions in which performance is a factor.
(vii) SUCCESSORS AND ASSIGNS. The covenants and conditions
herein contained, subject to the provisions as to
assignment, apply to and bind the heirs, successors,
executors, administrators and assigns of the parties
hereto.
(viii) RECORDATION. Neither Landlord nor Tenant shall record
this Lease or a short form memorandum hereof without the
prior written consent of the other party.
(ix) QUIET POSSESSION. Upon Tenant paying the rent reserved
hereunder and observing and performing all of the
covenants, conditions and provisions on Tenant's part to
be observed and performed hereunder, Tenant shall have
quiet possession of the Premises for the entire term
hereof, subject to all the provisions of this Lease.
(x) LATE CHARGES. Tenant hereto 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 then (10) days
after said amount is due, the Tenant shall pay to
Landlord a late charge equal to ten percent (10%) of such
overdue amount. The parties hereby agree that such late
charges represent a fair and reasonable estimate of the
cost that Landlord will incur by reason of the late
payment by Tenant. Acceptance of such late charges by
Landlord shall in no event constitute a waiver of
Tenant's default with respect to such overdue amount, nor
prevent Landlord from exercising any of the other rights
and remedies granted hereunder.
(xi) 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) ATTORNEY'S 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 attorney's fees.
(xix) 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 and all of its
covenants and obligations contained in or derived from
the 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. Upon request of the Landlord,
Tenant will in writing subordinate its rights hereunder
to the lien of any first mortgage, or first deed of trust
to any bank, insurance company or other lending
institution, now or hereafter in force against the land
and Building of which the Premises are a part, and upon
any 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.
(xvi) In the event any proceedings are brought for foreclosure,
or in the event of the exercise of power of sale under
any mortgage or deed of trust made by the Landlord
covering the Premises, the Tenant shall attorn to the
purchaser upon any such foreclosure or sale and recognize
such purchaser upon any such foreclosure or sale and
recognize such purchaser as the Landlord under this
Lease.
(xvii) NAME. Tenant shall not use the name of the Building or
of the development in which the Building is situated for
any purpose other than as an address of the business to
be conducted by the Tenant in the Premises.
(xviii) SEPARABILITY. Any provision of this Lease which shall
prove to be invalid, void or illegal shall in no way
effect, impair or invalidate any other provision hereof
and such other provisions shall remain in full force and
effect.
(xix) CUMULATIVE REMEDIES. No remedy or election hereunder
shall be deemed exclusive but shall, wherever possible,
be cumulative with all other remedies at law or in
equity.
(xx) CHOICE OF LAW. This Lease shall be governed by the laws
of the State in which the Premises are located.
(xxi) SIGNS AND AUCTIONS. Tenant shall not place any sign upon
the Premises of 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 Xxxx Xxxxxxxxx of Xxxxxxxxx Real
Estate Services and it knows of no other real estate broker or
agent who is entitled to a commission in connection with this
Lease.
The Xxxxxx Xxxx and Xxx Xxxx Revocable Ambassadors Performance
Ambassador Performance Group, Inc. Group, Inc.
Trust Dated August 19, 1989
/s/ Xxxxxx Xxxx /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------- ----------------------------
President
7-30-98
--------------------------------------
ADDENDUM TO LEASE
BY AND BETWEEN THE XXXXXX XXXX AND XXX XXXX
REVOCABLE TRUST DATED AUGUST 19,1989
("LANDLORD")
AND
AMBASSADOR PERFORMANCE GROUP, INC.
("THE TENANT")
DATED
JULY 24, 1998
1. TENANT IMPROVEMENTS
Landlord shall, prior to commencement of the lease term,
construct tenant improvements in the building standard based on
the space plan prepared by Xxxxx Xxxxxx & Associates dated
7/22/98. All tenant improvement work shall be at Landlord's
expense. Any tenant improvement work which is not shown on
Exhibit B shall be extra and tenant shall be required to
authorize and pay for any such changes or additions to the tenant
improvements.
Tenant shall be responsible for installation of all wiring,
connections and coverplates for all phone equipment and computer
equipment.
Landlord: /s/ Xxxxxx Xxxx
-------------------------
Tenant: /s/ Xxxxxx X. Xxxxxxxx
-------------------------
SITE PLAN
[Exhibit A-1 contains a site plan of Pell Office Plaza, Novato,
California, including the locations of 000 Xxxxxxx Xxxxxxxxx and
000 Xxxxxxx Xxxxxxxxx relative to Hwy 101]
[Exhibit A contains a blueprint of Ambassadors Performance Group
premises at 000 Xxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxxxx]
[Exhibit B contains a diagram of New Spaces for Ambassador at
Pell Office Plaza, in a scale of 1/8" = 1'0", and dated 7/22/98]
Pell Office Plaza
Rules and Regulations
1. COMMON AREAS. Tenant will not obstruct the sidewalks, parking
areas, halls, passages, exits, entrances, elevators, stairways or
other common areas of the Project and the building, and Tenant
will not use these areas for any purpose other than ingress and
egress to and from the premises. These areas, except for the
sidewalks and parking areas, are not open to the general public
and Landlord reserves the right to control and prevent access to
them of any person whose presence, in Landlord's opinion, would
be prejudicial to the safety of the Project and its tenants, or
who is intoxicated or under the influence of alcohol or drugs, or
who shall in any manner do any act in violation of these rules
and regulations.
2. SIGNAGE. Subject to any express provisions in the lease, no
sign, placard, pictures, advertisement, name or notice visible
from the exterior of the premises shall be inscribed, painted,
printed, affixed or otherwise displayed by Tenant on or in any
part of the outside or inside of the building without the written
consent of the Landlord first had and obtained and Landlord shall
have the right to remove any such sign, placard, picture,
advertisement, name or notice without notice to and at the
expense of Tenant. All approved signs or lettering shall be
inscribed, painted, printed or affixed at the expense of tenant
by a person approved of by Landlord, said approval not to be
unreasonably withheld. Tenant shall not place anything or allow
anything to be placed near the glass of any window, door,
partition or wall visible from the outside the premises that is
inconsistent with the operation and maintenance of a first class
office building.
3. KEYS AND LOCKS. Landlord shall furnish Tenant two (2) keys to
each door or lock in the premises. Landlord may make a
reasonable charge for any additional or replacement keys. Tenant
shall not alter any lock or install any new or additional locks
or any bolts on any doors or windows of the premises, or on any
other part of the building without the prior written consent of
Landlord and, in any event, Tenant will provide Landlord with a
key or a combination for any such lock. On termination of the
lease, Tenant will deliver all keys to any locks or doors in the
premises or the building which Tenant has in its possession or
under its control.
4. NO ACCESS TO ROOF. Tenant has no right of access to the roof of
the building and will not install, repair or place any antenna,
aerial, aerial wires, fan, air conditioner or other device on the
roof of the building without the prior written consent of
Landlord, which consent shall not be unreasonably withheld. Any
such device installed without such written consent is subject to
removal at Tenant's expense without notice at any time. In any
event, Tenant will be liable for any damages or repairs incurred
or required as a result of its installation, use, repair,
maintenance or removal of such devices on the roof and agrees to
indemnify and hold harmless Landlord from any liability, loss,
damage, cost or expense, including reasonable attorneys' fees,
arising from any activities of Tenant or its agents, employees,
contractors or invitees on the roof of the building.
5. FLOOR LOAD. Tenant shall not overload the floor of the premises
or in any way deface the premises or any part thereof.
6. FREIGHT; HEAVY OBJECTS. Upon not less than eight (8) hours prior
notice to Landlord, which notice may be verbal, an elevator will
be made available for Tenant's use for transportation of freight,
subject to such scheduling as Landlord in its discretion deems
appropriate and to the other restrictions contained herein
regarding any such freight. Tenant shall not transport freight
in loads exceeding the weight limitations of any such elevator.
No furniture, freight or equipment of any kind shall be brought
into the building without the prior notice of 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 the weight, size and
position of all safes and other heavy equipment brought into the
building and also the times and manner of moving the same in and
out of the building. Safes or other heavy objects shall, if
considered necessary by Landlord, stand on supports of such
thickness as is necessary to properly distribute the weight.
Landlord will not be responsible for loss of damage to any such
safe or property from any cause and all damage done to the
premises or the building by moving or maintaining any such safe
or other property shall be repaired at the expense of the Tenant.
7. NUISANCES; DANGEROUS SUBSTANCES. Neither the Tenant nor any
agent, employee, contractor or invitee of Tenant shall use, keep
or permit to be used or kept in the premises any foul or noxious
gas or substance, kerosene, gasoline or inflammable or
combustible fluid or material, or permit or suffer the premises
or the Project's common areas to be occupied or used in a manner
that produces noise, odors, vibrations, and/or conduct that is
inconsistent with the operation and maintenance of a first class
office building, 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 Project.
8. MISCELLANEOUS PROHIBITED USES. No cooking or similar food
preparation shall be done or permitted by Tenant on the premises
(other than one UL-approved microwave oven in Tenant's "break
room," or to the extent otherwise contemplated by the Final Plans
for the tenant improvements for the premises or otherwise
approved by Landlord), nor shall the premises be used for the
storage of merchandise held for sale or for the sale of
merchandise to the general public, for washing clothes, for
lodging, or for any improper, objectionable or immoral purposes.
9. HEATING AND AIR CONDITIONING. Tenant shall not use any method of
heating or air conditioning other than that supplied by Landlord.
10. ELECTRICAL INSTALLATIONS. Landlord will direct Tenant's
electricians, if any, as to where and how telephone, telegraph
and electrical wires are to be installed. No boring or cutting
for wires will be allowed without the prior written consent of
the Landlord. The location of telephones, call boxes, burglar
alarms, smoke detectors and other office equipment affixed to the
premises shall be subject to the prior written approval of
Landlord.
11. PLUMBING FACILITIES. 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 disposed of therein, and the expense of
any breakage, stoppage, or other damage resulting from a
violation of this rule shall be borne by the Tenant who, or whose
employees or invitees, shall have caused it.
12. SECURITY. On Saturdays, Sundays and legal holidays and on other
days between the hours of 6:00 p.m. and 8:00 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; provided, however, that this provision shall
not be construed to require the Landlord to provide building
security other than as may be provided in the lease. The
Landlord shall in no case be liable for damages for any error
with regard to the admission to or exclusion from the building or
the premises 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 safety of the
tenants and protection of property in the building and the
Project.
13. VENDING MACHINES. No vending machine or machines of any
description shall be installed, maintained or operated upon the
premises without the prior written consent of the Landlord.
14. BUILDING ADDRESS. Landlord shall have the right, exercisable
without notice and without liability to Tenant, to change the
name and street address of the Project and/or the building of
which the premises are a part.
15. BUILDING NAME. Without the prior written consent of Landlord,
Tenant shall not use the name of the Project in connection with
or in promoting or advertising the Tenant's business, except as
Tenant's address.
16. OFFICE CLOSING PROCEDURES. Tenant will be responsible for making
sure that the doors of the premises are closed and locked and
that all water faucets, water apparatus and utilities are shut
off before Tenant or its employees leave the premises, so as to
prevent waste or damage. Tenant will keep the doors to the
building corridors closed at all times except for normal ingress
and egress.
17. BUILDING DIRECTORY. In any building in the Project occupied by
more than one Tenant, a directory will be provided for the
display of the name and location of tenants. Landlord reserves
the right to approve any additional names Tenant desires to place
in the directory and, if so approved, Landlord may assess a
reasonable charge for adding such additional names.
18. WINDOW COVERINGS. No curtains, draperies, blinds, shutters,
shades, awnings, screens or other coverings, window ventilators,
hangings, decorations or similar equipment shall be attached to,
hung or placed in, or used in connection with any window of the
premises without the prior written consent of Landlord.
19. USE OF HAND TRUCKS. Tenant will not use or permit to be used in
the premises or the common areas of the building in which the
premises are located any hand trucks, carts or dollies except
those equipped with rubber tires and side guards or such other
equipment as Landlord may approve, and Tenant shall be liable for
all damage to the premises and the common areas resulting from
the use of any such equipment.
20. REFUSE. Tenant will store all its trash and garbage within the
premises. No material will be placed in the trash boxes or
receptacles if such material may not be disposed of in the
ordinary and customary manner of removing and disposing of trash
and garbage in the city in which the Project is located without
being in violation of any law, ordinance or rule governing such
disposal. All trash and garbage removal will be only through
common areas as are provided for such purposes and at such times
as Landlord may designate.
21. LANDLORD'S CONTROL. Landlord shall have the right to control and
operate the common areas of the Project, including the public
facilities and facilities furnished for the common use of
tenants, and the heating and air conditioning and other services
provided for tenants, in such manner as it deems best for the
benefit of the tenants generally, provided that Landlord
exercises its rights hereunder in a manner that is consistent
with the operation and maintenance of a first class office
building.
22. SOLICITING. Canvassing, peddling, soliciting and distribution of
handbills or any other written materials in the Project are
prohibited and Tenant will cooperate to prevent same.
23. PARKING. Tenant will use and will cause its agents, employees,
contractors and invitees to use the parking spaces to which it is
entitled under the lease in a manner consistent with Landlord's
directional signs and markings in the parking facility.
Specifically, but without limitation, Tenant will not park, nor
permit its agents, employees, contractors or invitees to park, in
a manner that impedes access to and from the Project or any
building or the parking facility or that violates such
reservations for handicapped drivers registered as such with the
California Department of Motor Vehicles. Landlord may use such
reasonable means as necessary to enforce the directional signs
and markings in the parking facility, including but not limited
to towing services, and Landlord will not be liable for any
damage to vehicles towed as a result of non-compliance with such
parking regulations.
24. FIRE, SECURITY AND SAFETY REGULATIONS. Tenant will comply with
all safety, security, fire protection and evacuation measures and
procedures established by Landlord or any governmental entry to
the premises closed.
25. RESPONSIBILITY FOR THEFT. Tenant assumes any and all
responsibility for protecting the premises from theft, robbery
and pilferage, which includes keeping doors locked and other
means of entry to the premises closed.
26. SALES AND AUCTIONS. Tenant will not display or sell merchandise
outside the exterior walls and doorways of the premises nor use
such areas for storage. Tenant will not install any exterior
lighting, amplifiers or similar devices or use in or about the
premises an advertising medium which may be heard or seen outside
the premises, including flashing lights, searchlights,
loudspeakers, phonographs or radio broadcasts. Tenant will not
conduct or permit to be conducted any sale by auction in, upon or
from the premises or elsewhere in the Project, whether said
auction be voluntary, involuntary, pursuant to any assignment for
the payment of creditors or pursuant to any bankruptcy or other
insolvency proceeding.
27. ENFORCEMENT. Landlord shall enforce these rules in a reasonable,
nondiscriminatory manner; provided, however, that this shall not
preclude Landlord from waiving any one or more of these building
rules for the benefit of any particular tenant or tenants so long
as such waiver is reasonable under the circumstances, and no such
waiver by Landlord will be construed as a waiver of such building
rules in favor of any other tenant or tenants nor prevent
Landlord from thereafter enforcing these building rules against
any or all of the tenants of the Project.
28. EFFECT ON LEASE. These building rules are in addition to and
shall not be construed to in any way modify or amend, in whole or
in part, the terms, covenants, agreements and conditions of the
lease. Violation of these building rules constitutes a failure
to fully perform the provisions of the lease.
29. ADDITIONAL AND AMENDED RULES. Landlord reserves the right to
rescind or amend these building rules and/or to adopt any other
reasonable rules and regulations as in its judgment may from time
to time be needed for the safety, care and cleanliness of the
Project and for the preservation of good order therein; provided,
however, that any such amendment or new rules shall not take
effect upon less than fifteen (15) days prior written notice to
Tenant.
