EXHIBIT 10.19
STANDARD SUBLEASE
1. PARTIES. This Sublease, dated, for reference purposes only, March
1st, 1997 is made by and between SEAGATE TECHNOLOGY, INC., A DELAWARE
CORPORATION (herein called "Sublessor") and XXXX XXXXXX & ASSOCIATES, INC., a
California Corporation (herein called "Sublessee").
2. PREMISES. Sublessor hereby subleases to Sublessee and Sublessee
hereby subleases from Sublessor for the term, at the rental, and upon all of the
conditions set forth herein, that certain real property situated in the County
of Santa Xxxxx, State of California, commonly known as Xxxxx 000, 00000 Xxxxxxx
Xxxxx Xxxxxxxxx, Cupertino and described as approximately 16,375 square feet of
general office space on the first floor of the two floor building at this
address. Said real property, including the land and all improvements thereon,
is hereinafter called the "Premises."
3. TERM.
3.1 TERM. The term of this Sublease shall be for approximately
thirty-nine (39) months commencing on June 1, 1997 and ending on August 31, 2000
unless sooner terminated pursuant to any provision hereof.
3.2 DELAY IN COMMENCEMENT. Notwithstanding said commencement date,
if for any reason Sublessor cannot deliver possession of the Premises to
Sublessee on said date, Sublessor shall not be subject to any liability
therefore, nor shall such failure affect the validity of this Lease or the
obligations of Sublessee hereunder or extend the term hereof, but in such case
Sublessee shall not be obligated to pay rent until forty-five (45) days after
possession of the Premises is tendered to Sublessee. If Sublessor shall not
have delivered possession of the Premises within sixty (60) days from said
commencement date, Sublessee may, at Sublessee's option, by notice in writing to
Sublessor within ten (10) days thereafter, cancel this Sublease, in which event
the parties shall be subject to all provisions hereof, such occupancy shall not
advance the termination date and Sublessee shall pay rent for such period at the
initial monthly rates set forth below.
4. RENT. Sublessee shall pay to Sublessor as rent for the Premises
monthly payments of Forty-Four Thousand Two Hundred Twelve and 50/100ths Dollars
($44,212.50), in advance, on the first (1st) day of each month of the term
hereof. Sublessee shall pay Sublessor upon the execution hereof Forty-Four
Thousand Two Hundred Twelve and 50/100ths Dollars ($44,212.50) as rent for June
1997. The monthly rent will increase to Forty-Five Thousand Eight Hundred Fifty
and No/100ths Dollars ($45,850.00) on June 1, 1999 and continue at that level
throughout the remaining sublease term. Rent for any period during the term
hereof which is for less than one (1) month shall be a pro-rata portion of the
monthly installment. Rent shall be payable in lawful money of the United States
to Sublessor at the address stated herein or to such other persons or at such
other places as Sublessor may designate in writing.
5. SECURITY DEPOSIT. Sublessee shall deposit with Sublessor upon
execution hereof Forty-Five Thousand Eight Hundred Fifty and No/100ths Dollars
($45,850.00) as security for Sublessee's faithful performance of Sublessee's
obligations hereunder. If Sublessee fails to pay rent or other charges due
hereunder, or otherwise defaults with respect to any provision of this Sublease,
Sublessor may use, apply or retain all or any portion of said deposit for the
payment of any rent or other charge in default or for the payment of any other
sum to which Sublessor may become obligated by reason of Sublessee's default, or
to compensate Sublessor for any loss or damage which Sublessor may suffer
thereby. If Sublessor so uses or applies all or any portion of said deposit,
Sublessee shall within ten (10) days after written demand therefore deposit cash
with Sublessor in an amount sufficient to restore said deposit to the full
amount hereinabove stated and Sublessee's failure to do so shall be a material
breach of this Sublease. Sublessor shall not be required to keep said deposit
separate from its general accounts. If Sublessee performs all of Sublessee's
obligations hereunder, said deposit, or so much thereof as has not therefore
been applied by Sublessor, shall be returned, without payment of interest or
other increment for its use to Sublessee (or at Sublessor's option to the last
assignee, if any, of Sublessee's interest hereunder) at the expiration of the
term hereof, and after Sublessee has vacated the Premises. No trust
relationship is created herein between Sublessor and Sublessee with respect to
said Security Deposit.
6. USE.
6.1 USE. The Premises shall be used and occupied only for general
office use as per the Master Lease dated April 18, 1995.
6.2 COMPLIANCE WITH LAW.
(a) Sublessor warrants to Sublessee that the Premises, in its
existing state, but without regard to the use for which Sublessee will use the
Premises, does not violate any applicable building code regulation or ordinance
at the time that this Sublease is executed. In the event that it is determined
that this warranty has been violated, then it shall be the obligation of the
Sublessor, after written notice from Sublessee, to promptly, at Sublessor's sole
cost and expense, rectify any such violation. In the event that Sublessee does
not give to Sublessor written notice of the violation of this warranty within
one (1) year from the commencement of the term of this Sublease, it shall be
conclusively deemed that such violation did not exist and the correction of the
same shall be the obligation of the Sublessee.
(b) Except as provided in paragraph 6.2(a), Sublessee shall, at
Sublessee's expense, comply promptly with all applicable statutes, ordinances,
rules, regulations, orders, restrictions of record, and requirements in effect
during the term or any part of the term hereof regulating the use by Sublessee
of the Premises. Sublessee shall not use or permit the use of the Premises in
any manner that will tend to create waste or nuisance or, if there shall be more
than one tenant of the building containing the Premises, which shall tend to
disturb such other tenants.
6.3 CONDITION OF PREMISES. Except as provided in paragraph 6.2(a)
Sublessee hereby accepts the Premises in their condition existing as of the date
of the execution hereof,
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subject to all applicable zoning, municipal, county and state laws, ordinances,
and regulations governing and regulating the use of the Premises, and accepts
this Sublease subject thereto and to all matters disclosed thereby and by any
exhibits attached hereto. Sublessee acknowledges that neither Sublessor nor
Sublessor's agents have made any representation or warrant as to the suitability
of the Premises for the conduct of Sublessee's business.
7. MASTER LEASE.
7.1 Sublessor is the lessee of the Premises by virtue of a lease and
amendments one and two, hereinafter referred to as the "Master Lease," a copy of
which is attached hereto marked Exhibit 1, dated April 18, 1995 wherein WHC-SIX
REAL ESTATE LIMITED PARTNERSHIP is the lessor, hereinafter referred to as the
"Master Lessor"; WMP II Real Estate Limited Partnership, a Delaware Limited
Partnership, by WMP II GEN-PAR, Inc., a Delaware Corporation, General Partner is
the Successor Master Lessor.
7.2 This Sublease is and shall be at all times subject and
subordinate to the Master Lease.
7.3 The terms, conditions and respective obligations of Sublessor and
Sublessee to each other under this Sublease shall be the terms and conditions of
the Master Lease except for those provisions of the Master Lease which are
directly contraindicated by this Sublease in which event the terms of this
Sublease document shall control over the Master Lease. Therefore, for the
purposes of this Sublease, wherever in the Master Lease the word "Lessor" is
used it shall be deemed to mean the Sublessor herein and wherever in the Master
Lease the word "Lessee" is used it shall be deemed to mean the Sublessee herein.
7.4 During the term of this Sublease and for all periods subsequent
for obligations which have arisen prior to the termination of this Sublease,
Sublessee does hereby expressly assume and agree to perform and comply with, for
the benefit of Sublessor and Master Lessor, each and every obligation of
Sublessor under the Master Lease except by those terms and conditions which are
modified, and specified within this Sublease agreement.
7.5 The obligations that Sublessee has assumed under paragraph 7.4
hereof are hereinafter referred to as the "Sublessee's Assumed Obligations".
The obligations that Sublessee has not assumed under paragraph 7.4 hereof are
hereinafter referred to as the "Sublessor's Remaining Obligations".
7.6 Sublessee shall hold Sublessor free and harmless of and from all
liability, judgments, costs, damages, claims or demands, including reasonable
attorneys fees, arising out of Sublessee's failure to comply with or perform
Sublessee's Assumed Obligations.
7.7 Sublessor agrees to maintain the Master Lease during the entire
term of this Sublease, subject, however, to any earlier termination of the
Master Lease without the fault of the Sublessor, and to comply with or perform
Sublessor's Remaining Obligations and to hold Sublessee free and harmless of and
from all liability, judgments, costs, damages, claims or
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demands arising out of Sublessor's failure to comply with or perform Sublessor's
Remaining Obligations.
7.8 Sublessor represents to Sublessee that the Master Lease is in
full force and effect and that no default exists on the part of any party to the
Master Lease.
7.9 No changes or modifications shall be made to this Sublease
without the consent of Master Lessor.
8. CONSENT OF MASTER LESSOR.
8.1 In the event that the Master Lease requires that Sublessor obtain
the consent of Master Lessor to any subletting by Sublessor then, this Sublease
shall not be effective unless, within ten (10) days of the date hereof, Master
Lessor signs this Sublease thereby giving its consent to this Subletting.
8.2 In the event that the obligations of the Sublessor under the
Master Lease have been guaranteed by third parties then this Sublease, nor the
Master Lessor's consent, shall not be effective unless, within twenty (20) days
of the date hereof, said guarantors sign this Sublease thereby giving guarantors
consent to this Sublease and the term thereof.
8.3 In the event that Master Lessor does give such consent then:
(a) Such consent will not release Sublessor or its obligations
or alter the primary liability of Sublessor to pay the rent and perform and
comply with all of the obligations of Sublessor to be performed under the Master
Lease.
(b) The acceptance of rent by Master Lessor from Sublessee or
any one else liable under the Master Lease shall not be deemed a waiver by
Master Lessor of any provisions of the Master Lease.
(c) The consent of this Sublease shall not constitute a consent
to any subsequent subletting or assignment.
(d) In the event of any default of Sublessor under the Master
Lease, Master Lessor may proceed directly against Sublessor, any guarantors or
anyone else liable under the Master Lease or this Sublease without first
exhausting Master Lessor's remedies against any other person or entity liable
thereon to Master Lessor.
(e) Master Lessor may consent to subsequent sublettings and
assignments of the Master Lease or this Sublease or any amendments or
modifications thereto without notifying Sublessor nor any one else liable under
the Master Lease and without obtaining their consent and such action shall not
relieve such persons from liability.
(f) In the event that Sublessor shall default in its obligations
under the Master Lease, then Master Lessor, at its option and without being
obligated to do so, may require Sublessee to attorn to Master Lessor in which
event Master Lessor shall undertake the
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obligations of Sublessor under this Sublease from the time of the exercise of
said option to termination of this Sublease but Master Lessor shall not be
liable for any prepaid rents nor any security deposit paid by Sublessee, nor
shall Master Lessor be liable for any other defaults of the Sublessor under the
Sublease.
8.4 The signatures of the Master Lessor and any Guarantors of
Sublessor at the end of this document shall constitute their consent to the
terms of this Sublease.
8.5 Master Lessor acknowledges that, to the best of Master Lessor's
knowledge, no default presently exists under the Master Lease of obligations to
be performed by Sublessor and that the Master Lease is in full force and effect.
8.6 In the event that Sublessor defaults under its obligations to be
performed under the Master Lease by Sublessor, Master Lessor agrees to deliver
to Sublessee a copy of any such notice of default. Sublessee shall have the
right to cure any default of Sublessor described in any notice of default within
ten (10) days after service of such notice of default on Sublessee. If such
default is cured by Sublessee then Sublease shall have the right of
reimbursement and offset from and against Sublessor.
9. BROKERS FEE.
9.1 Upon execution hereof by all parties, Sublessor shall pay to
Colliers Xxxxxxx International, Inc., a licensed real estate broker, (herein
called "Broker"), a fee as set forth in a separate agreement between Sublessor
and Broker for brokerage services rendered by Broker to Sublessor in this
transaction.
9.2 Any transferee of Sublessor's interest in this Sublease, or of
Master Lessor's interest in the Master Lease, by accepting an assignment
thereof, shall be deemed to have assumed the respective obligations of Sublessor
or Master Lessor under this Paragraph 10. Broker shall be deemed to be a third-
party beneficiary of this paragraph 10.
10. ATTORNEY'S FEES. If any party or the Broker named herein brings an
action to enforce the terms hereof or to declare rights hereunder, the
prevailing party in any such action, on trial and appeal, shall be entitled to
his reasonable attorney's fees to be paid by the losing party as fixed by the
Court. The provision of this paragraph shall inure to the benefit of the Broker
named herein who seeks to enforce a right hereunder.
11. ADDITIONAL PROVISIONS.
A. OCCUPANCY: Sublessor shall use its best efforts such that
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Sublessee shall be permitted full and complete access to the premises effective
April 15, 1997, for the purpose of completing necessary improvements and so that
it may install telecommunications equipment, furniture systems and other
equipment necessary for the conduct of Sublessee's business. The Sublessor
shall use its best effort to vacate the premises on or before April 15, 1997.
There shall be no rental payment required for any occupancy or use of the
premises prior to June 1, 1997.
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B. OPERATING EXPENSES & OBLIGATIONS: The sublease shall be on
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a "full services" basis, wherein the Landlord is responsible for payment of all
base year operating expenses. If the master lease calls for operating expense
passthroughs, then 1997 shall be defined as the "base year" for purposes of
determining increases chargeable to the Sublessee. Sublessee's percentage share
for determining operating expense adjustments is 21.05%.
C. TENANT IMPROVEMENTS: Sublessor shall reimburse Sublessee
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for the cost of legally demising the Premises from the adjacent area to be
retained by Sublessor. In addition, the space shall be delivered with all
furniture and personal property removed by Sublessor on or before April 15,
1997. Sublessor shall have all floor and wall surfaces professionally cleaned
and all mechanical systems shall be in good working order. The parties
acknowledge, and Sublessor hereby grants its approval, (the Sublessee
acknowledges that the approval of the Landlord will also be required) for
Sublessee to construct additional improvements as may be necessary to demise the
premises and create a suitable working environment for Sublessee. In addition,
certain improvements may be required in order to comply with fire and safety
codes. These improvements shall be at Sublessee's sole cost and expense as they
apply to the premises and shall be performed by a licensed contractor, having
first obtained all required building permits and governmental approvals.
D. SIGNAGE: Subject to the approval of the Landlord, Sublessee
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shall be provided one-half (1/2) of the street signage area currently utilized
by Sublessor for the purposes of providing signage at Sublessee's expense. In
addition, Sublessee shall have the right, subject to any necessary governmental
approvals, to provide exterior facade or monument signage adjacent to the
entrance to its premises.
E. PARKING: Sublessee shall have the right to use, on a non-
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exclusive basis, its proportionate share of parking at 00000 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxxxx.
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If this Sublease has been filled in it has been prepared for submission to
your attorney for his approval. No representation or recommendation is made
by Colliers Xxxxxxx International, Inc. or its agents or employees as to
the legal sufficiency, legal effect, or tax consequences of this Sublease
or the transaction relating thereto.
Executed at Scotts Valley, CA SEAGATE TECHNOLOGY, INC.
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on 3/12/97 By /s/ Xxxxx X. Xxxxxx
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address 000 Xxxx Xxxxx By Xxxxx X. Xxxxxx
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VP, Finance & Treasurer
"TENANT" (CORPORATE SEAL)
Executed at San Xxxx XXXX XXXXXX & ASSOCIATES, INC.
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on 3/4/97 By /s/ Xxxxx Xxxxxxxxxxx
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address______________________ By Xxxxx Xxxxxxxxxxx
_____________________________ ----------------------------
Vice President and Chief
Financial Officer
"SUBTENANT" (CORPORATE SEAL)
Executed at ________________ /s/ Xxxxxx Xxxxxxxx
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on___________________________ By Xxxxxx Xxxxxxxx
____________________________
address______________________ Its Assistant Vice President
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_____________________________
WMP II REAL ESTATE
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LIMITED PARTNERSHIP
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A DELAWARE LIMITED PARTNERSHIP,
By WMP II GEN-PAR, INC.,
a Delaware Corporation,
General Partner
"LANDLORD" (CORPORATE SEAL)
