EXHIBIT 10.4
COMMERCIAL LEASE AND DEPOSIT RECEIPT
Received from__Scientific Technologies Incorporated______hereinafter referred to
as LESSEE, the sum of $ 3,193.40(--(Three Thousand One Hundred Ninety Three
Dollars & 40/100________), evidenced by __Check__,as a deposit which shall
belong to Lessor and shall be be applied as follows:
Total Received Du Prior to
Rent for the period from ___12/01/95___to __12/31/95 $ 1,560.00 $_______
$ 12/01/95__
Security deposit (not applicable toward last month's rent)
$ 1,560.00 $_______ $ 12/01/95__
Other _________________Common Area Charge __________ $ 73.40 $_______
$ 12/01/96__
Total__________________________________________________ $ 3,193.40 $_______
$___________
In the event that this Lease is not accepted by
the Lessor within 15 days, the total
deposit received
shall be refunded.
Lessee offers to lease from Lessor the premises situated in the City
of Menlo Park, County of San Mateo, State of California, described as 1,835
sq.ft. at 3475-G Edison Way as part of a___larger 40,000 Sq.Ft.
Building___________________________upon the following TERMS AND CONDITIONS:
1. TERM: The term hereof shall commence on__12/01/95________ and end on
__11/30/96___________
2. RENT: The total rent shall be $18,720.00 payable as follows: $1,560.00 plus
$73.40 Common Area charge on the 1st day each month. All rents shall be
paid to Lessor or his/her authorized agent, at the following address:
Xxxxxx X. Xxxxxxx, 0000-X Xxxxxx Xxx, Xxxxx Xxxx, XX 00000 TEL: (415) 365-
2843 __________ or at such other places as may be designated by Lessor from
time to time. In the event rent is not paid within 10 days after due date,
Xxxxxx agrees to pay a late charge of $25.00 plus interest at 3% per annum
------
on the delinquent amount. Xxxxxx further agrees to pay $ 25.00 for each
dishonored bank check. The late charge period is not a grace period, and
Xxxxxx is entitled to make written demand for any rent if not paid when
due.
3. USE: The premises are to be used for the operation of __Electronic Equipment
Manufacturing, R&D and Related Purposes______and for no other purpose,
without prior written consent of Lessor. Lessee shall not commit any waste
upon the premises, or any nuisance or act which may disturb the quiet
enjoyment of any tenant in the building.
4. USES PROHIBITED: Lessee shall not use any portion of the premises for
purposes other than those specified. No use shall be made or permitted to be
made upon the premises, nor acts done, which will increase the existing rate
of insurance upon the property, or cause cancellation of insurance policies
covering the property. Lessee shall not conduct or permit any sale by
auction on the premises.
5. ASSIGNMENT AND SUBLETTING: Lessee shall not assign this Lease or sublet any
portion of the premises without prior written consent of the Lessor, which
shall not be unreasonably withheld. Any such assignment or subletting
without consent shall be void and, at the option of the Lessor shall
terminate this Lease.
6. ORDINANCES AND STATUTES: Lessee shall comply with all statutes, ordinances,
and requirements of all municipal, state and federal authorities now in
force, or which may later be in force. The commencement or pendency of any
state or federal court abatement proceeding affecting the use of the premises
shall, at the option of the Lessor, be deemed a breach of this Lease.
7. MAINTENANCE, REPAIRS, ALTERATIONS: Unless otherwise indicated, Lessee
acknowledges that the premises appear to be in good order and repair. Lessee
shall,at his/her own expense,maintain the premises in a good and safe
condition, including plate glass, electrical wiring, plumbing and heating
installation, and any other system or equipment. The premises shall be
surrendered, at termination of the Lease, in as good condition as received,
normal wear and tear excepted. Lessee shall be responsible for all repairs
required, except the roof, exterior walls, structural foundations,
and___________________________________________ which shall be maintained by
Lessor.
No improvement or alteration of the premises shall be made without the
prior written consent of Lessor. Prior to the commencement of any
substantial repair, improvement, or alteration, Lessee shall give Lessor at
least two (2) days written notice in order that Lessor may post appropriate
notices to avoid any liability for liens.
8. ENTRY AND INSPECTION: Lessee shall permit Lessor or Lessor's agents to enter
the premises at reasonable times and upon reasonable notice for the purpose
of inspecting the premises, and shall permit Lessor, at any time within sixty
(60) days prior to the expiration of this Lease, to place upon the premises
any usual "To Let" or "For Lease" signs, and permit persons desiring to lease
the premises to inspect the premises at reasonable times.
9. INDEMNIFICATION OF LESSOR: Lessor shall not be liable for any damage or
injury to Lessee, or any other person, or to any property, occurring on the
premises. Xxxxxx agrees to hold Lessor harmless from any claims for damages
arising out of Xxxxxx's use of the premises and to indemnify Lessor for any
expense incurred by Lessor in defending any such claims.
10. POSSESSION: If Lessor is unable to deliver possession of the premises at
the commencement date set forth above, Lessor shall not be liable for any
damage caused by the delay, nor shall this Lease be void or voidable but
Lessee shall not be liable for any rent until possession is delivered.
Lessee may terminate this lease if possession is not delivered
within__15__days of the commencement term in Item 1.
Page 1 of 3
11. LESSEE'S INSURANCE: Lessee, at his/her expense, shall maintain plate glass
and public liability insurance, including bodily injury and property
damage,insurance Lessee and Lessor with minimum coverage as follows: of
$500.00.
Lessee shall provide Lessor with a Certificate of Insurance showing Lessor
as additional insured. The policy shall require ten (10) day's written
notice to Lessor prior to cancellation or material change of coverage.
12. LESSOR'S INSURANCE: Lessor shall maintain hazard insurance covering one
hundred percent (100%) replacement cost of the improvements throughout the
Lease term. Lessor's insurance will not insure Lessee's personal property
or leasehold improvements.
13. SUBROGATION: To the maximum extent permitted by insurance policies which
may be owned by the parties, Lessor and Lessee waive any and all rights of
subrogation which might otherwise exist.
14 UTILITIES: Xxxxxx agrees that he/she shall be responsible for the payment
of all utilities including gas, electricity and other services delivered to
the premises.
15 SIGNS: Lessor reserves the exclusive right to the roof, side and rear walls
of the premises. Lessee shall not construct any projecting sign or awning
without the prior written consent of Lessor, which shall not be unreasonably
withheld.
16 ABANDONMENT OF PREMISES: Lessee shall not vacate or abandon the premises at
any time during the term of this Lease. If Xxxxxx does abandon or vacate the
premises, or is dispossessed by process of law, or otherwise, any personal
property belonging to Xxxxxx left on the premises shall be deemed to be
abandoned, at the option of the Lessor.
17 TRADE FIXTURES: Any and all improvements made to the premises during the
term shall belong the Lessor, except trade fixtures of the Lessee. Lessee
may, upon termination, remove his/her trade fixtures, but shall pay for all
costs necessary to repair any damage to the premises occasioned by the
removal.
18 DESTRUCTION OF PREMISES: In the event of a partial destruction of the
premises during the term, from any cause, Lessor shall promptly repair the
premises, provided that such repairs can be reasonably made within sixty (60)
days. Such partial destruction shall not terminate this Lease, except that
Lessee shall be entitled to a proportionate reduction of rent while such
repairs are being made, based upon the extent to which the making of such
repairs interferes with the business of Lessee on the premises. If the
repairs cannot be made within sixty(60) days, this Lease may be terminated at
the option of either party by giving written notice to the other party within
the sixty (60) day period.
19 HAZARDOUS MATERIALS: Lessee shall not use, store, or dispose of any
hazardous substances upon the premises, except the use and storage of such
substances that are customarily used in Lessee's business, and are in
compliance with all environmental laws. Hazardous substances means any
hazardous waste, substance or toxic materials regulated under any
environmental laws or regulations applicable to the property.
20 INSOLVENCY: The appointment of a receiver, an assignment for the benefits
of creditors, or the filing of a petition in bankruptcy by or against Lessee,
shall constitute a breach of this Lease by Xxxxxx.
21 DEFAULT: In the event of any breach of this Lease by Xxxxxx, defined as the
failure to perform any term covenant or condition of lease including payment
of all sums when due, or cure such failure within 30 days. Lessor may, at
---- ----
his/her option, terminate the Lease and recover from Lessee: (a) the worth at
the time of award of the unpaid rent, which had been earned at the time of
termination;(b) the worth at the time of award of the amount by which the
unpaid rent which would have been earned after termination until the time of
the award exceeds the amount of such rental loss that the Lessee proves could
have reasonably avoided; (c) the worth at the time of award of the amount by
which the unpaid rent for the balance of the term after the time of award
exceeds the amount of such rental loss that the Lessee proves could be
reasonably avoided; and(d) any other amount necessary to compensate Lessor for
all the detriment proximately caused by the Lessee's failure to perform
his/her obligations under the Lease or which in the ordinary course of things
would be like to result therefrom.
Lessor may, in the alternative, continue this lease in effect, as long as
Lessor does not terminate Xxxxxx's right to possession, and Lessor may enforce
all of Lessor's rights and remedies under the Lease, including the right to
recover the rent as it becomes due under the Lease. If said breach of Lease
continues, Lessor may, at any time thereafter, elect to terminate the Lease.
Nothing contained herein shall be deemed to limit any other rights or
remedies which Lessor may have.
22. SECURITY: The security deposit set forth above shall secure the performance
of the Lessee's obligations. Lessor may, but shall not be obligated to
apply all or portions of the deposit on account of Xxxxxx's obligations.
Any balance remaining upon termination shall be returned to Lessee. Lessee
shall not have the right to apply the security deposit in payment of the
last month's rent.
23. DEPOSIT REFUNDS: The balance of all deposit shall be refunded within three
weeks (or otherwise required by law), whichever is sooner from date
possession is delivered to Lessor of his/her authorized Agent, together with
a statement showing any charges made against such deposits by Lessor.
24. ATTORNEY'S FEE AND COSTS: In any section or proceeding involving a dispute
between Xxxxxx and Lessee arising out of his lease, the prevailing party
shall be entitled to reasonable attorney's fees.
Page 2 of 3
24.1 Any dispute arising out of this lease will first be subject to mediation
if the parties cannot resolve the dispute before litigation.
25. WAIVER: No failure of Lessor to enforce any term of this Lease shall be
deemed to be a waiver.
26. NOTICES: Any notice which either party may or is required to give, shall
be given by mailing the same, postage prepaid, to Lessee at the premises, or
to Lessor at the address shown in item 2, or at such other places as may be
designated by the parties from time to time. Notice shall be effective five
days after mailing, or on personal delivery.
27. HOLDING OVER: Any holding over after the expiration of this Lease, with the
consent of Owner, shall become a month-to-month tenancy at a monthly rent of
$1,560.00 payable in advance and otherwise subject to the terms of this
Lease, as applicable, until either party shall terminate the same by giving
the other party thirty (30) days written notice.
28. TIME: Time is of the essence of this Lease.
29. HEIRS, ASSIGNS, SUCCESSORS: This lease is binding upon and inures to the
benefit of the heirs, assigns and successors of the parties.
30. OPTION TO RENEW: Provided that Lessee is not in default in the performance
of this Lease, Lessee shall have the option to renew the Lease for an
additional term of 1 Yr plus 3 Yrs option at the conclusion of the first 1
year option commencing at the expiration of the initial Lease term. All of
the terms and conditions of the Lease shall apply during the renewal
term, except that the monthly rent shall be the same as the current rate.
The option shall be exercised by written notice given to Lessor not less
than 60 days prior to the expiration of the initial Lease term. If notice
is not given within the time specified, this Option shall expire.
31. AMERICANS WITH DISABILITIES ACT: The parties are alerted to the existence
of the Americans With Disabilities Act, which may require costly structural
modifications. The parties are advised to consult with a professional
familiar with the requirements of the Act.
32. XXXXXX'S LIABILITY: In the event of a transfer of Lessor's title or
interest to the property during the term of this Lease, Xxxxxx agrees that
the grantee of such title or interest shall be substituted as the Lessor
under this Lease, and the original Lessor shall be released of all further
liability; provided, that all deposits shall be transferred to the grantee.
33. ESTOPPEL CERTIFICATE:
(a) On ten (10) days prior written notice from Lessor, Lessee shall execute,
acknowledge, and deliver to Lessor a statement in writing:(1) certifying
that this Lease is unmodified and in full force and effect (or, if
modified, stating the nature of such modification and certifying that this
Lease, as so modified, is in full force and effect), the amount of any
security deposit, and the date to which the rent and other charges are paid
in advance., if any; and (2) acknowledging that there are not, to Xxxxxx's
knowledge, any uncured defaults on the part of Lessor, or specifying such
defaults if any are claimed. Any such statement may be conclusively relied
upon by any prospective buyer or encumbrancer of the premises.
(b) At Lessor's option, Xxxxxx's failure to deliver such statement within such
time shall be a material breach of this Lease or shall be conclusive upon
Lessee:(1) that this Lease is in full force and effect, without
modification except as may be represented by Lessor; (2) that there are no
uncured defaults in Lessor's performance; and (3) that not more than one
month's rent has been paid in advance.
(c) If Lessor desires to finance, refinance, or sell the premises, or any part
thereof, Xxxxxx agrees to deliver to any lender or buyer designated by
Lessor such financial statements of Lessee as may be reasonably required by
such lender or buyer. All financial statements shall be received by the
Lessor or the lender or buyer in confidence and shall be used only for the
purposes set forth
34. ENTIRE AGREEMENT: The foregoing constitutes the entire Agreement between
the parties and may be modified only in writing signed by all parties. The
following exhibits are a part of this Lease.
Exhibit A.
______________________________________________________________________________
____
The undersigned Xxxxxx hereby acknowledges that he/she has thoroughly read and
approved each of the provisions contained in this Offer, and agrees to the terms
and conditions specified. Xxxxxx acknowledges receipt of a copy of the accepted
agreements.
Lessee: s/l Xxx Xxxxxxx Date:
11/2/95_____Lessee:____________________Date:______________
Scientific Technologies
Xxx X. Xxxxxxx,VP
ACCEPTANCE
The undersigned Xxxxxx accepts the foregoing Offer and agrees to lease the
premises on the terms and conditions set forth above.
NOTICE: The amount or rate of real estate commissions is not fixed by law.
They are set by each broker individually and may be negotiable between the owner
and broker.
The Lessor agrees to pay to__Blickman and Turkus______, the Broker in this
transaction, the sum of $ 1,123.20 for services rendered.
In any action for commission, the prevailing party shall be entitled to
reasonable attorney fees.
Lessor: s/l Xxxxxx X. Xxxxxxx Date: 11/21/95
Lessor:______________________Date:________________
