EXHIBIT A TO LEASE
[Diagram of Premises].
Suite 380
Suite 320
C:
1==3
EXHIBIT B TO LEASE
[Base Rent Schedule)
MONTHS FULL SERVICE BASE RENT PER MONTH
1-12 $21,668.25
13-24 $22,318.30
25-36 $22,987.85
37-48 $23,667.48
49-60 $24,387.81
•
EXHIBIT C TO LEASE
[Tenant Improvements
Landlord, at Landlord's sole cost and expense shall provide the following "Turnkey Tenant Improvements" to the Premises. City of San Mateo shall waive all permitting, and architectural review fees associated with the construction of Tenant Improvements in the Premises.
For Suite 320
I) Construction of two (2) private offices as highlighted in Exhibit A with new doors, frames, glass side lights. Includes rezoning of any HVAC and installation of thermostat in each additional private office
2) Construction of 12.5' laminate counter top, upper & lower cabinetry in the kitchen area 3) Construction of new sink with faucet in the kitchen area, specs: Dayton 2521/as 4175.
Installation of water heater for sink, specs: Emax 4208 SP 4200 4) Installation of ADA dishwasher (GE) white in the kitchen area 5) Replace any damaged or missing ceiling tiles
6) Patch any existing demo-scars, cap-off and paint existing below grid ceiling soffits 7) New Building Standard VCT in kitchen area
8) Installation of_Shaw Carpet Tile: Shaw "Transparent 59563; Color: "Porcelain 62103" Layout: Monolithic (or cost equivalent), and 4-inch rubber base. 9) New Paint
For Suite 380:
1) Removal of the existing Full Glass Conference Room, and patch any demo scars Landlord's "Turnkey Buildout" shall include all architectural fees and project management. In addition to Landlord's Scope of Turnkey Tenant Improvements, Landlord shall provide $1.00 per Rentable Square Foot to be applied towards electrical distribution of power poles in the Premise, and connection to any existing AT&T fiber line in the Project. Landlord does not warrant the quality of any existing wiring or fiber line in the Premises or Project, and Tenant shall contact AT&T directly for service contract
Tenant shall be responsible for any costs associated with change orders to the Landlord's Turnkey Tenant Improvements
EXHIBIT D TO LEASE
[Tenant's Insurance Requirements]
This Exhibit D outlines the insurance requirements of this Lease. To assure compliance with these terms, it is suggested that the Tenant send a copy of this Exhibit to its insurer or agent. Prior to Tenant occupying the Premises (whether under an early occupancy arrangement or otherwise) and not less than thirty (30) days prior to policy expiration), Tenant shall provide to Landlord a "Certificate of Insurance-ACORD Form 25" with respect to liability coverage, together with copies of policy endorsements showing Additional Insureds as required by this Lease.
Comprehensive or Commercial General Liability Insurance:
$1,000,000. Combined Single Limit, each occurrence.
$2,000,000. Aggregate (minimum) this location.
$1,000,000. Products/Completed Operations Aggregate.
$50,000. Fire Legal Liability Limit, per fire, Bodily Injury, Property Damage, Personal Injury and Advertising Injury; Blanket Contractual Liability - Covering Indemnity Section 18(b); Products and Completed Operations Liability; Landlord as an Additional Insured; Severability of Interest, permitting Cross liability among insured; provision stating that Tenant's insurance is primary and non-contributing with any insurance carried by Landlord.
2. Tenant's Property Insurance:
All Risks coverage of Property owned by Tenant or for which the Tenant is legally liable; full replacement cost basis.
3. Tenant's Business Interruption Insurance:
All Risks coverage of operations as leased premises; covering one-year business interruption due to insured peril.
4. Tenant's Workers' Compensation and Employer's Liability Insurance:
Statutory Limits and terms required by State; $1,000,000. Employer's Liability Limit.
Tenant's Automobile Insurance:
$1,000,000 Combined Limit per accident; covering all owned, non-owned, hired autos. [continued on next page]
2 City of San Mateo. Lease Agreement
All insurance is to be with licensed insurers having a Best's rating of"A: X" or better, and Tenant will provide written notice to Landlord of insurance policy cancellation or material alteration to the detriment of Landlord such that notice is consistent with Tenant's written notice from Tenant's insurance company.
SEND CERTIFICATE AND ENDORSEMENT TO:
WOODSTOCK DEVELOPMENT INC.
Attn: Lisa Stephenson
330 Primrose Road, Suite 203
Burlingame, CA 94010
PLEASE INCLUDE ADDRESS OF PREMISES.
3 City of San Mateo. Lease Agreement
EXHIBIT ETO LEASE
[DEFINITION OF OPERATING EXPENSES AND REAL PROPERTY TAXES] I. Items Included in Operating Expenses. The term "Operating Expenses)" as used maintenance, paich nd replacement of the Ded means al coursed Langes o aperatiems are defined in the Lease), including the following costs by way of illustration but not limitation, but excluding those items specifically set forth in Paragraph A.3 below:
a. any and all assessments imposed with respect to the Building pursuant to any covenants, conditions and restrictions affecting the Development; b. water and sewer charges and the costs of electricity, heating, ventilating, air conditioning and other utilities;
utilities surcharges and any other costs, levies or assessments resulting from statutes or regulations promulgated by any government or quasi-government authority in connection with the use, occupancy or alteration of the Development; d. costs of insurance covering all or any portion of the Development obtained by Landlord;
waste disposal and janitorial services;
f. security (provided that Landlord shall have no obligation to provide security); g. labor;
h. costs incurred in the management of the Building, including, without limitation: (i) supplies, (ii) wages and salaries (and payroll taxes and similar governmental charges related thereto) of employees used in the management, operation and maintenance of the Building, (il) Building management office rental, supplies, equipment and related operating expenses, and (iv) a management/administrative fee for management of the Building (determined as a percentage of the gross rents of the Building), together with an administrative fee for the management of the Development Common Area (determined as a percentage of the Development Common Area Operating Expenses), which, collectively, shall not exceed 5% of gross rents in the Project. i. supplies, materials, equipment and tools including rental of personal property used for maintenance;
J. repair and maintenance of the elevators and the non-structural portions of the Building, including, without limitation, the plumbing, heating, ventilating, air-conditioning; telecommunications and electrical systems installed or furnished by Landlord; * k. maintenance, costs and upkeep of all parking and Development Common Areas:
I. depreciation on a straight line basis and rental of personal property used in maintenance;
m. amortization on a straight line basis over the useful life together with interest at the Interest Rate on the unamortized balance of all capitalized expenditures which are: (i) reasonably intended to produce a reduction in operating charges or energy consumption; or (ii) required under any governmental law or regulation that was not applicable to the Building at the time it was originally constructed; or (iii) for replacement of any Building equipment needed to operate the Building at the same quality levels as prior to the replacement; n. costs and expenses of gardening and landscaping:
o. maintenance of signs (other than signs of Tenants of the Building); p. personal property taxes levied on or attributable to personal property used in connection with the Building or the Common Areas;
4. reasonable accounting, audit, verification, legal and other consulting fees; and
r. costs and expenses of repairs, resurfacing, repairing, maintenance, painting, lighting, cleaning, refuse removal, and similar items, including appropriate reserves. 2 Real Property Taxes and Assessments. The term "Real Property Taxes and Assessments", as used in this Exhibit E, means any form of assessment, license fee, license tax, business license fee, commercial rental tax, levy, charge, improvement bond, tax or similar imposition imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof, as against any legal or equitable interest of Landlord in the Premises, Building, Common Areas or the Development (as such terms are defined in the Lease), adjusted to reflect an assumption that the Building is fully assessed for real property tax purposes as a completed building ready for occupancy, including the following by way of illustration but not limitation:
a. • any tax on Landlord's "right" to rent or "right" to other income from the Premises or as against Landlord's business of leasing the Premises; any assessment, tax, fee, levy or charge in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real property tax, it being acknowledged by Tenant and Landiord that Proposition 13 was adopted by the voters of the State of California in the June, 1978 election and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants. It is the intention of Tenant and Landlord that all such new and increased assessments, taxes, fees, levies and charges be included within the definition of "real property taxes" for the purposes of this Lease; 2 City of San Mateo. Lease Agreement
c. any assessment, tax, fee, levy or charge allocable to or measured by the area of the Premises or other premises in the Building or the rent payable by Tenant hereunder or other Tenants of the Building, including, without limitation, any gross receipts tax or excise tax levied by state, city or federal government, or any political subdivision thereof, with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof but not on Landlord's other operations;
any assessment, tax, fee, levy or charge upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises; and/or
e. any assessment, tax, fee, levy or charge by any governmental agency related to any transportation plan, fund or system (including assessment districts) instituted within the geographic area of which the Development is a part.
Items Excluded From Operating Expenses and Real Property Taxes.
Notwithstanding the provisions of Paragraphs 1 and 2 above to the contrary, "Operating Expenses" and/or "Real Property Taxes" shall not include:
a. Landlord's federal or state income, franchise, inheritance or estate taxes; any ground lease rental;
costs incurred by Landlord for the repair of damage to the Building to the extent that Landlord is reimbursed by insurance or condemnation proceeds or by Tenants, warrantors or other third persons;
d. brokerage commissions, finders' fees, attorneys' fees, space planning costs and other costs incurred by Landlord in leasing or attempting to lease space in the Building; e. interest, principal, points and fees on debt or amortization on any mortgage, deed of trust or other debt encumbering the Building or the Development; costs, including permit, license and inspection costs, incurred with respect to the installation of Tenant improvements for Tenants in the Building (including the original Tenant .
Improvements for the Premises), or incurred in renovating or otherwise improving, decorating painting or redecorating space for Tenants or other occupants of the Building, including space g. except for the administrative/management fees described in Subparagraph
1.h. above, costs of Landlord's general corporate overhead, h. all items and services for which Tenant or any other tenant in the Building reimburses Landlord (other than through Operating Expense-pass-through provisions);
1. costs arising from Landlord's charitable or political contributions; 3 City of San Mateo. Lease Agreement
EXHIBIT F TO LEASE
[STANDARDS FOR UTILITIES AND SERVICES]
The following standards for utilities and services are in effect. Landlord reserves the right to adopt nondiscriminatory modifications and additions hereto.
Subject to the terms and conditions of the Lease and provided Tenant remains in occupancy of the Premises, Landlord will provide or make available the following utilities and services:
conditioning or heating on such days and hours, when it may be required for the comfortable occupancy of the Premises. The air conditioning system achieves maximum cooling when the window coverings are extended to the full length of the window opening and adjusted to a 45° angle upwards. Landlord will not be responsible for room temperatures if Tenant does not keep all window coverings in the Premises extended to the full length of the window opening and adjusted to a 45° angle upwards whenever the system is in operation. Tenant agrees to cooperate fully at all times with Landlord, and to abide by all reasonable regulations and requirements which Landlord may prescribe for the proper function and protection of said air conditioning system. Tenant agrees not to connect any apparatus, device, conduit or pipe to the chilled and hot water air conditioning supply lines of the Building. Tenant further agrees that neither Tenant nor its servants, employees, agents, visitors, licensees or contractors shall at any time enter the mechanical installations or facilities of the Building or the Development or adjust, tamper with, touch or otherwise in any manner affect said installations or facilities. The cost of maintenance and service calls to adjust and regulate the air conditioning system will be charged to Tenant if the need for maintenance work results from either Tenant's adjustment of room thermostats or Tenant's failure to comply with its obligations under this Exhibit, including keeping window coverings extended to the full length of the window opening and adjusted to a 45° angle upwards. Such work will be charged at hourly rates equal to then-current journeyman's wages for air conditioning mechanics.
2. Landlord will make available to the Premises, 24 hours per day, seven days a week, electric current as required by the Building standard office lighting and fractional horsepower office business machines including copiers, personal computers and word processing equipment in an amount not to exceed six (6) watts per square foot per normal business day. Tenant agrees, should its electrical installation or electrical consumption be in excess of the aforesaid quantity or extend beyond normal business hours, to reimburse Landlord monthly for the measured consumption at the average cost per kilowatt hour charged to the Building during the period. If a separate meter is not installed at Tenant's cost, such excess cost will be established by an estimate agreed upon by Landlord and Tenant, and if the parties fail to agree, such cost will be established by an independent licensed engineer selected in Landlord's reasonable discretion, whose fee shall be shared equally by Landlord and Tenant. Tenant agrees not to use any apparatus or device in; upon or about the Premises (other than standard office business machines, personal computers and word processing equipment) which may in any way increase the amount of such services usually furnished or supplied to said Premises, and Tenant further agrees not to connect any apparatus or device with 4 City of San Mateo. Lease Agreement
wires, conduits or pipes, or other means by which such services are supplied, for the purpose of using additional or unusual amounts of such services without the written consent of Landlord.
Should Tenant use the same to excess, the refusal on the part of Tenant to pay upon demand of Landlord the amount established by Landlord for such excess charge will constitute a breach of the obligation to pay rent under this Lease and will entitle Landlord to the rights therein granted for such breach. Tenant's use of electric current will never exceed the capacity of the feeders to the Building, or the risers or wiring installation and Tenants will not install or use or permit the installation or use of any computer or electronic data processing equipment in the Premises (except standard office business machines, personal computers and word processing equipment) without the prior written consent of Landlord. If Tenant's Premises contain other than building standard light fixtures, Tenant at its sole expense, not Landlord, shall be responsible for replacement of lamps in such fixtures.
3. Water will be available in public areas for drinking and lavatory purposes only, but if Tenant requires, uses or consumes water for any purpose in addition to ordinary drinking and lavatory purposes, of which fact Tenant constitutes Landlord to be the sole judge, Landlord may install a water meter and thereby measure Tenant's water consumption for all purposes. Tenant agrees to pay Landlord for the cost of the meter and the cost of the installation thereof and throughout the duration of Tenant's occupancy Tenant will keep said meter and installation equipment in good working order and repair at Tenant's own cost and expense, in default of which Landlord may cause such meter and equipment to be replaced or repaired and collect the cost thereof from Tenant. Tenant agrees to pay for water consumed, as shown on such meter, as and when bills are rendered, and on de fault in making such payment, Landlord may pay such charges and collect the same from Tenant.
Any such costs or expenses incurred, or payments made by Landlord for any of the reasons or purposes hereinabove stated will be deemed to be additional rent payable by Tenant and collectible by Landlord as such.
Landlord will provide janitorial service (dusting, refuse container emptying, vacuuming carpeted areas, sweeping and mopping resilient tile floors) to the Premises five days per week. excluding holidays, provided the same are used exclusively as offices, and are kept reasonably in order by Tenant, and, unless otherwise agreed to by Landlord and Tenant, no one other than persons approved by Landlord shall be permitted to enter the Premises for such purposes. If the Premises are not used exclusively as offices, they shall be kept clean and in order by Tenant, at Tenant's expense, and to the satisfaction of Landlord, and by persons approved by Landlord. Tenant agrees to pay to Landlord the cost of removal of any of Tenant's refuse and rubbish to the extent that the same exceeds the refuse and rubbish usually attendant upon the use of the Premises as offices.
Janitorial services shall not include shampooing of carpets or cleaning of any drapes or furniture.
Landlord may impose an additional charge for unusual janitorial services required because of Tenant Improvements in the Premises, carelessness of the Tenant, or if the unusual nature of Tenant's business requires removal of refuse or rubbish from the Premises other than normally discarded material in waste paper baskets to be emptied incident to normal cleaning of the Premises.
5. Provided that Landlord uses commercially reasonable efforts to minimize interference with Tenant's use, Landlord reserves the right to stop service of the elevator, plumbing, ventilation, air conditioning and electrical systems, when necessary, by reason of accident or emergency or for repairs, alterations or improvements, when in the judgment of Landlord such actions are desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed, 5 City of San Mateo. Lease Agreement
and Landlord will have no responsibility or liability for failure to supply elevator facilities, plumbing, ventilating, air conditioning or electric service, when prevented from so doing by strike or accident or by any cause beyond Landlord's reasonable control, or by laws, rules, orders, ordinances, directions, regulations or by reason of the requirements of any federal, state, county or municipal authority or failure of gas, oil or other suitable fuel supply or inability by exercise of reasonable diligence to obtain gas, oil or other suitable fuel supply. It is expressly understood and agreed that any covenants on Landlord's part to furnish any services pursuant to any of the terms, covenants, conditions, provisions or agreements of this Lease, or to perform any act or thing for the benefit of Tenant, will not be deemed breached if Landlord is unable to furnish or perform the same by virtue of a strike or labor trouble or any other cause whatsoever beyond Landlord's control, and there shall be no abatement of rent. Notwithstanding anything to the contrary contained in this Lease, if Tenant's use or occupancy of the Premises is substantially impaired by an interruption in services ancllor utilities for a period of more than five (5) business days, Rent shall abate until such substantial impairment ceases.
6. If the Premises contains a computer room, telecommunications room or other area that is serviced by a separate HVAC unit on a continuous basis (a "Separate HVAC Unit"), Tenant shall pay at Tenant's sole expense the entire cost of all electricity used by the Separate HVAC Unit (the "Separate HVAC Unit Electrical Cost"). No portion of the Separate HVAC Unit Electrical Cost shall be paid by Landlord, and Tenant shall not be entitled to receive any credit towards Separate HVAC Unit Electrical Costs for electricity used by the Separate HVAC Unit during Business Hours. Landlord may determine the Separate HVAC Unit Electrical Cost by installing, at Tenant's expense, a separate metering device or by estimating the cost of such usage. The Separate HVAC Unit Electrical Cost shall be paid by Tenant within ten (10) days after Landlord provides to Tenant a bill for such usage. In addition, if there is an existing Separate HVAC Unit in the Premises when Tenant leases the Premises, Tenant accepts such existing Separate HVAC Unit in its "as is" condition. Tenant shall pay, at Tenant's sole cost and expense, the entire cost of maintaining:
repairing and, when necessary, replacing any Separate HVAC Unit. Tenant shall continuously maintain, at Tenant's sole cost and expense, maintenance contracts for all Separate HVAC Units, using maintenance contract forms and with companies approved by Landlord, in Landlord's sole discretion (the "Maintenance Contracts"). Tenant shall provide copies of the Maintenance Contracts to Landlord within ten (10) days after the Commencement Date, and within ten (10) days after such contracts are modified or renewed, and at other times upon Landlord's request.
Landlord reserves the right to exclude from the Building between the hours of 6 p.m. and 7 a.m. the following day, or such other hours as may be established from time to time by Landlord, and on Sundays and legal holidays, any person unless that person is known to the person or employee in charge of the Building and has a security badge or is properly identified. Tenant shall be responsible for all persons for whom it requests security badges and shall be liable to Landlord for all acts of such persons. Landlord shall not be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. Landlord reserves the right to prevent access to the Building in case of invasion, mob, riot, public excitement or other commotion by closing the doors or by other appropriate action.
6 City of San Mateo. Lease Agreement
EXHIBIT G TO LEASE
ESTOPPEL CERTIFICATE
[Sample only, actual Estoppel to be as required by Lender or Others] The undersigned, ("Tenant"), hereby certifies to as follows:
Attached hereto is a true, correct and complete copy of that certain lease dated _20 - , between , Landlord and
Tenant (the "Lease"), regarding the premises located at (the "Premises"). The Lease is now in full force
and effect and has not been amended, modified or supplemented, except as set forth in Paragraph 4 below.
The Term of the Lease commenced on _ 200_
3. The Term of the Lease shall expire on _ 200_
4. The Lease has: (Initial one)
( ) not been amended, modified, supplemented, extended, renewed or assigned. ) been amended, modified, supplemented, extended, renewed or assigned by the following described terms or agreements, copies of which are attached hereto:
Tenant has accepted and is now in possession of the Premises.
6. The amount of Monthly Base Rent is$.
The amount of security deposits (if any) is$. No other security deposits have been made except as follows:
8. Tenant is paying the full lease rental specified in the Lease and rent has been paid in full as of the date hereof. No rent or other charges under the Lease have been paid for more than thirty (30) days in advance of its due date except as follows:.
9. All work required to be performed by Landlord under the Lease has been completed except as
follows:.
10. To the best of Tenant's knowledge, there are no defaults on the part of the Landlord or Tenant under the Lease except as follows:
11. Neither Landlord nor Tenant has any defense as to its obligations under the Lease and claims no set-off or counterclaim against the other party except as follows:_
12. All provisions of the Lease and the amendments thereto (if any) referred to above are hereby ratified.
13: Tenant has no right to any concession (rental or otherwise) or similar compensation in connection with renting the space it occupies other than as provided in the Lease except as follows:
The foregoing certification is made with the knowledge that about to fund a loan to Landlord or_ is about to purchase the Building from Landlord and that is relying upon the representations herein made in funding such loan or in purchasing the Building.
IN WITNESS WHEREOF, this certificate has been duly executed and delivered by the authorized officers of the undersigned as of _ _ 20_
[Insert Signature Block of Tenant]
SAMPLE ONLY [NOT FOR EXECUTIONI
EXHIBIT HTO LEASE
RULES AND REGULATIONS
A. General Rules and Regulations
The following rules and regulations govern the use of the Building and the Development Common Areas. Tenant will be bound by such rules and regulations and agrees to cause Tenant's Authorized Users, its employees, subtenants, assignees, contractors, suppliers, customers and invitees to observe the same.
I. Except as specifically provided in the Lease to which these Rules and Regulations are attached, no sign, placard, picture, advertisement, name or notice may be installed or displayed on any part of the outside or inside of the Building or the Development without the prior written consent of Landlord. Landlord will have the right to remove, at Tenant's expense and without notice, any sign installed or displayed in violation of this rule. All approved signs or lettering on doors and walls are to be printed, painted, affixed or inscribed at the expense of Tenant and under the direction of Landlord by a person or company designated or approved by Landlord.
Landlord shall supply Tenant with building standard lobby signage and suite entry signage.
2. If Landlord objects in writing to any curtains, blinds, shades, screens or hanging plants or other similar objects attached to or used in connection with any window or door of the Premises, or placed on any windowsill, which is visible from the exterior of the Premises, Tenant will immediately discontinue such use. Tenant agrees not to place anything against or near glass partitions or doors or windows which may appear unsightly from outside the Premises including from within any interior common areas.
3. Tenant will not obstruct any sidewalks, halls, passages, exits, entrances, escalators, or stairways of the Development. The halls, passages, exits, entrances, and stairways are not open to the general public, but are open, subject to reasonable regulations, to Tenant's business invitees. Landlord will in all cases retain the right to control and prevent access thereto of all persons whose presence in the reasonable judgment of Landlord would be prejudicial to the safety, character, reputation and interest of the Development and its Tenants, provided that nothing herein contained will be construed to prevent such access to persons with whom any Tenant normally deals in the ordinary course of its business, unless such persons are engaged in illegal or unlawful activities. No Tenant and no employee or invitee of any Tenant will go upon the roof of the Building.
4. Tenant will not obtain for use on the Premises ice, drinking water, food, food vendors, beverage, towel or other similar services or accept barbering upon the Premises, except at such reasonable hours and under such reasonable regulations as may be fixed by Landlord Landlord expressly reserves the right to absolutely prohibit solicitation, canvassing, distribution of handbills or any other written material, peddling, sales and-displays of products; goods and wares in all portions of the Development except as may be expressly permitted under the Lease. Landlord reserves the right to restrict and regulate the use of the common areas of the Development and Building by invitees of Tenants providing services to Tenants on a periodic or daily basis including food and beverage vendors. Such restrictions may include limitations on time, place, manner and duration of access to a Tenant's premises for such purposes. Without limiting the foregoing, Landlord may require that such parties use halls, passageways and stairways for such purposes to preserve access within the Building for Tenants and the general public.
5. Landlord reserves the right to require Tenants to periodically provide Landlord with a written list of any and all business invitees which periodically or regularly provide goods and services to such Tenants at the premises. Landlord reserves the right to preclude all vendors from entering or conducting business within the Building and the Development if such vendors are not listed on a Tenant's list of requested vendors.
Landlord will provide a "card key" access system; however, Landlord shall not be liable to Tenant or any of Tenant's employees or licensees for losses of any nature due to theft, burglary or damages or injury caused by unauthorized persons in, on or about the Building or Premises. Landlord will furnish Tenant, free of charge up to Twenty Six (26) access cards, Landlord may make a reasonable charge for any additional card keys. Landlord reserves the right to exclude from the Building between the hours of 6 p.m. and 7 a.m. the following day, or such other hours as may be established from time to time by Landlord, and on Sundays and legal holidays, any person unless that person is known to the person or employee in charge of the Building and has a security badge or is properly identified. Tenant shall be responsible for all persons for whom it requests security badges and shall be liable to Landlord for all acts of such persons. Landlord shall not be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. Landlord reserves the right to prevent access to the Building in case of invasion, mob, riot, public excitement or other commotion by closing the doors or by other appropriate action.
The directory of the Building or the Development will be provided exclusively for the display of the name and location of Tenants only and Landlord reserves the right to exclude any other names therefrom.
. 8. All cleaning and janitorial services for the Development and the Premises will be provided exclusively through Landlord, and except with the written consent of Landlord, no person or peisons other than those approved by Landlord will be employed by Tenant or permitted to enter the Development for the purpose of cleaning the same. Tenant will not cause any unnecessary labor by carelessness or indifference to the good order and cleanliness of the Premises.
9. Landlord will furnish Tenant, free of charge, with two keys to each door lock in the Premises. Landlord may make a reasonable charge for any additional keys. Tenant shall not make or have made additional keys, and Tenant shall not alter any lock or install a new additional lock or bolt on any door of its Premises. Tenant, upon the termination of its tenancy, shall deliver to Landlord the keys of all doors which have been furnished to Tenant, and in the event of loss of any keys so furnished, shall pay Landlord therefore. -10. -. If.Tenant requires telegraphic, telephonic, burglar alarm, satellite dishes, antennae or similar services, it will first obtain Landlord's approval, and comply with, Landlord's reasonable rules and requirements applicable to such services, which shall not include separate licensing by, and fees paid to, Landlord.
2 11. Freight elevator(s) will be available for use without charge by all Tenants in the Building, subject to such reasonable scheduling as Landlord, in its discretion, deems appropriate.
No equipment, materials, furniture, packages, supplies, merchandise or other property will be received in the Building or carried in the elevators except between such hours and in such elevators as may be designated by Landlord. Tenant's initial move in and subsequent deliveries of bulky items, such as furniture, safes and similar items will, unless otherwise agreed in writing by Landlord, be made during the hours of 6:00 p.m. to 6:00 a.m. or on Saturday or Sunday. Deliveries during normal office hours shall be limited to normal office supplies and other small items. No deliveries will be made which impede or interfere with other Tenants or the operation of the Building.
12. Tenant will not. place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry and which is allowed by law.
Landlord will have the right to reasonably prescribe the weight, size and position of all safes, heavy equipment, files, materials, furniture or other property brought into the Building. Heavy objects will, if considered necessary by Landlord, stand on such platforms as determined by Landlord to be necessary to properly distribute the weight, which platforms will be provided at Tenant's expense. Business machines and mechanical equipment belonging to Tenant, which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to any Tenants in the Building or Landlord, are to be placed and maintained by Tenant, at Tenant's expense, on vibration eliminators or other devises sufficient to eliminate noise or vibration. Tenant will be responsible for all structural engineering required to determine structural load, as well as the expense thereof. The persons employed to move such equipment in or out of the Building must be reasonably acceptable to Landlord. Landlord will not be responsible for loss of, or damage to, any such equipment or other property from any cause, and all damage done to the Building by maintaining or moving such equipment or other property will be repaired at the expense of Tenant.
13. Tenant will not use or keep in the Premises any kerosene, gasoline or inflammable or combustible fluid or material other than those limited quantities necessary for the operation or maintenance of office equipment. Tenant will not use or permit to be used in the Premises any foul or noxious gas or substance, or permit or allow the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors or vibrations, nor will Tenant bring into or keep in or about the Premises any birds or animals except service animals assisting the disabled.
14. Tenant will not use any method of heating or air conditioning other than that supplied by Landlord without Landlord's prior written consent.
15. Tenant will not waste electricity, water or air conditioning and agrees to cooperate fully with Landlord to assure the most effective operation of the Building's heating and air conditioning and to comply with any governmental energy-saving rules, laws or regulations of which Tenant has actual notice, and will refrain from attempting to adjust controls.
16. Landlord reserves the right, exercisable without notice and without liability to Tenant, to change the name and street address of the Building. Without the written consent of 3 Landlord, Tenant will not use the name of the Building or the Development in connection with or in promoting or advertising the business of Tenant except as Tenant's address.
17. Tenant will close and lock the doors of its Premises and entirely shut off all water faucets or other water apparatus, and lighting or gas before Tenant and its employees leave the Premises. Tenant will be responsible for any damage or injuries sustained by other Tenants or occupants of the Building or by Landlord for noncompliance with this rule.
18. The toilet rooms, toilets, urinals, wash bowls and other apparatus will not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein. The expense of any breakage, stoppage or damage resulting from any violation of this rule will be borne by the Tenant who, or whose employees or invitees, break this rule. Cleaning of equipment of any type is prohibited. Shaving is prohibited.
19. Tenant will not sell, or permit the sale at retail of newspapers, magazines, periodicals, theater tickets or any other goods or merchandise to the general public in or on the Premises. Tenant will not use the Premises for any business or activity other than that specifically provided for in this Lease. Tenant will not conduct, nor permit to be conducted, either voluntarily or involuntarily, any auction upon the Premises without first having obtained Landlord's prior written consent, which consent Landlord may withhold in its sole and absolute discretion.
20. Tenant will not install any radio or television antenna, loudspeaker, satellite dishes or other devices on the roofs) or exterior walls of the Building or the Development. Tenant will not interfere with radio or television broadcasting or reception from or in the Development or elsewhere.
21. Except for the ordinary hanging of bulletin boards, pictures and wall decorations, Tenant will not mark, drive nails, screw or drill into the partitions, woodwork or plaster or in any way deface the Premises or any part thereof, except in accordance with the provisions of the Lease pertaining to alterations. Landlord reserves the right to direct electricians as to where and how telephone and telegraph wires are to be introduced to the Premises. Tenant will not cut or bore holes for wires. Tenant will not affix any floor covering to the floor of the Premises in any manner except as approved by Landlord. Tenant shall repair any damage resulting from noncompliance with this rule.
22. Tenant will not install, maintain or operate upon the Premises any vending machines without the written consent of Landlord.
23. Landlord reserves the right to exclude or expel from the Development any person who, in Landlord's judgment, is intoxicated or under the influence of liquor or drugs or who is in violation of any of the Rules and Regulations of the Building.
24. Tenant will store all its trash and garbage within its Premises or in other facilities provided by Landlord. Tenant will not place in any trash box or receptacle any material which cannot be disposed of in the ordinary and custömary manner of trash and garbage disposal.
All garbage and refuse disposal is to be made in accordance with directions issued from time to time by Landlord.
4•
25. The Premises will not be used for lodging or for the storage of merchandise held for sale to the general public, or for lodging or for manufacturing of any kind, nor shall the Premises be used for any improper, immoral or objectionable purpose. No cooking will be done or permitted on the Premises without Landlord's consent, except the use by Tenant of Underwriters' Laboratory approved equipment for brewing coffee, tea, hot chocolate and similar beverages shall be permitted, and the use of a microwave oven for employees use will be permitted, provided that such equipment and use is in accordance with all applicable federal, state, county and city laws, codes, ordinances, rules and regulations.
26. Neither Tenant nor any of its employees, agents, customers and invitees may use in any space or in the public halls of the Building or the Development any hand truck except those equipped with rubber tires and side guards or such other material-handling equipment aș Landlord may approve. Tenant will not bring any other vehicles of any kind into the Building.
27. Tenant agrees to comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency.
28. Tenant assumes any and all responsibility for protecting its Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed.
29. To the extent Landlord reasonably deems it necessary to exercise exclusive control over any portions of the Common Areas for the mutual benefit of the Tenants in the Building or the Development, Landlord may do so subject to reasonable, non-discriminatory additional rules and regulations.
30. Landlord prohibits smoking in the Building.
31. Tenant's requirements will be attended to only upon appropriate application to Landlord's asset management office for the Development by an authorized individual of Tenant.
Employees of Landlord will not perform any work or do anything outside of their regular duties unless under special instructions from Landlord, and no employee of Landlord will admit any person (Tenant or otherwise) to any office without specific instructions from Landlord
32. These Rules and Regulations are in addition to, and will not be construed to in any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions of the Lease. Landlord may waive any one or more of these Rules and Regulations for the benefit of Tenant or any other Tenant, but no such waiver by Landlord will be construed as a waiver of such Rules and Regulations in favor of Tenant or any other Tenant, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all of the Tenants of the Development.
• 33. Landlord reserves the right to make such other and reasonable and non- discriminatory Rules and Regulations as, in its judgment, may from time to time be needed for safety and security, for care and cleanliness of the Development and for the preservation of good order therein, which will not be construed to in any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions of the Lease. Tenant agrees to abide by all such Rules and Regulations herein above stated and any additional reasonable and non-discriminatory rules and regulations which are adopted. Tenant is responsible for the observance of all of the foregoing rules by Tenant's employees, agents, clients, customers, invitees and guests.
B. Parking Rules and Regulations.
The following rules and regulations govern the use of the parking facilities which serve the Building. Tenant will be bound by such rules and regulations and agrees to cause its employees, subtenants, assignees, contractors, suppliers, customers and invitees to observe the same:
1. Tenant will not permit or allow any vehicles that belong to or are controlled ›y Tenant or Tenant's employees, subtenants, customers or invitees to be loaded, unloaded or barked in areas other than those designated by Landlord for such activities. No vehicles are to b left in the parking areas overnight and no vehicles are to be parked in the parking areas other than normally sized passenger automobiles, motorcycles and pick-up trucks. No extended term storage Vehicles must be parked entirely within painted stall lines of a single parking stall.
All directional signs and arrows must be observed.
4. The speed limit within all parking areas shall be five (5) miles per hour.
5. Parking is prohibited: (a) in areas not striped for parking; (b) in aisles or on ramps; (c) where "no parking" signs are posted; (d) in cross-hatched areas; and (e) in such other areas as may be designated from time to time by Landlord or Landlord's parking operator.
6. Landlord reserves the right, without cost or liability to Landlord; to tow any vehicle if such vehicle's audio theft alarm system remains engaged for an unreasonable period of time.
7. Washing, waxing, cleaning or servicing of any vehicle in any area not specifically reserved for such purpose is prohibited.
8. Landlord may refuse to permit any person to park in the parking facilities who violates these rules with unreasonable frequency, and any violation of these rules shall subject the violator's car to removal, at such car owner's expense. Tenant agrees to use its best efforts to acquaint its employees, subtenants, assignees, contractors, suppliers, customers and invitees with these parking provisions, rules and regulations..
9. All damage or loss claimed to be the responsibility of Landlord must be reported, itemized in writing and delivered to the management office located within the Development within ten (10) business days after any claimed damage or loss occurs. Any claim not so made is waived. Landlord is not responsible for damage by water or fire, or for the acts or omissions of others, or for articles left in vehicles. In any event the total liability of Landlord, if any, is limited to Two Hundred Fifty Dollars ($250.00) for all damages or loss to any car. Landlord is not responsible for loss of use.
6 10. Landlord reserves the right, without cost or liability to Landlord, to tow any vehicles which are used or parked in violation of these rules and regulations. 1l. Landlord reserves the right from time to time to modify and/or adopt such other reasonable and non-discriminatory rules and regulations for the parking facilities as it deems reasonably necessary for the operation of the parking facilities.
EXHIBIT I TO LEASE
OPTION TO RENEW
Renewal Option.
(a) Option. Tenant shall have the right to extend the Term (the "Renewal Option" with respect to either Suite 320 or Suite 380, or both Suites, for one (1) additional period of Five (5) Years (the "Renewal Term"). The Renewal Options shall be exercisable if:
Landlord receives written notice of exercise (the "Renewal Notice") (02) Eil canar my til calendar Expiration Date he Expiration Date and not more than twelve (ii) Tenant is not in monetary default or material non-monetary default under the Lease beyond any applicable notice and cure periods at the time that Tenant delivers the Renewal Notice or at the commencement of the Renewal Term. (b) Terms Applicable to the Premises During the Renewal Term. The Base Rent rate per square foot of the rented space within the Premises during the Renewal Term shall be equal to the Fair Market Rent (hereinafter defined) rate per square foot of the rented space within the Premises, in accordance with the determination of the Fair Market Rent rate described below. Base Rent during the Renewal Term shall increase, if at all, in accordance with the increases assumed in the determination of Fair Market Rent. In no event, however, shall the Base Monthly Rent for the Renewal Term be less than the Base Rent for period immediately preceding the Renewal Term.
Except as so provided, all terms of the Lease shall be applicable during the Renewal Term. (c) Procedure for Determining Fair Market Rent. Within ten (10) business days after receipt of a Renewal Notice, Landlord shall notify Tenant in writing of Landlord's determination of the Fair Market Rent ("Landlord's FMR"). Within ten (10) days after Tenant's receipt of Landlord's FMR, Tenant shall either accept Landlord's FMR or proceed to negotiate with Landlord in good faith to reach an equitable determination of the Fair Market Rent. If Landlord and Tenant are unable to agree on the Fair Market Rent within thirty (30) days after Tenant's receipt of Landlord's FMR, Tenant shall have the right elect to have the Fair Market Rent determined in accordance with the appraisal procedure set forth below. The failure of Tenant to provide written notice of its election under the preceding sentence shall be deemed a rejection of Landlord's FMR, in which case it shall be deemed an election to have the Fair Market Rent determined by appraisal as set forth in this "Exhibit I". The election (or deemed election) by Tenant under this Section shall be non-revocable and binding on the parties. Notwithstanding the foregoing, Tenant shall have the right to request in writing prior to delivering the Renewal Notice Landlord's good faith opinion of FMR, which Landlord shall respond to within fifteen (15) days without obligating Tenant to exercise its Renewal Option.
(d) Appraisers. If Tenant has elected to have the Fair Market Rent determined by an appraisal, then within ten (10) days after Tenant's deemed election or Landlord's receipt of Tenant's written notice of such an election, each party, by giving written notice to the other party, 8 shall appoint an appraiser to render a written opinion of the Fair Market Rent for the Renewal Term.
Each appraiser must be a member of the Appraisal Institute of America (MAI) for at least five (5) years and with at least five (5) years experience in the appraisal of rental rates of office buildings in the area in which the Building is located and otherwise unaffiliated with either Landlord or Tenant.
The two appraisers shall render their written opinion of the Fair Market Rent for the Renewal Term to Landlord and Tenant within thirty (30) days after the appointment of the second appraiser. If the Fair Market Rent of each appraiser is within five percent (5%) of each other, then the average of the two appraisals of Fair Market Rent shall be the Fair Market Rent for the Renewal Term. If one party does not appoint its appraiser as provided above, then the one appointed shall determine the Fair Market Rent. The Fair Market Rent so determined under this Section shall be binding on Landlord and Tenant.
Third Appraiser. If the Fair Market Rent determined by the appraisers is more than five percent (5%) apart, then the two appraisers shall pick a third appraiser within ten (10) days after the two appraisers have rendered their opinions of Fair Market Rent as provided above. If the two appraisers are unable to agree on the third appraiser within said ten (10) day period, Landlord and Tenant shall mutually agree on the third appraiser within ten (10) days thereafter and if the parties fail to agree within said time period, then at the request of either Landlord or Tenant, such third appraiser shall be promptly appointed by the then Presiding Judge of the Superior Court of the State of California for the County where the Premises are located. The third appraiser shall be a person who has not previously acted in any capacity for either party and must meet the qualifications stated above.
Impartial Appraisal. Within thirty (30) days after its appointment, the third appraiser (the "Third Appraiser") shall select either Landlord's or Tenant's appraisal of Fair Market Rent as the Fair Market Rent for the Renewal Term. The Third Appraiser may not state his or her, own opinion of Fair Market Rentai, but is strictly limited to the selection of Landlord's or Tenant's appraisal of Fair Market Rent. The Third Appraiser shall have the right to consult experts and competent authorities with factual information or evidence pertaining to a determination of Fair Market Rent, but any such consultation shall be made in the presence of both parties with full right to cross examine. The Third Appraiser shall have no right to propose a middle ground or any modification of either of the proposed valuations, and shall have no power to modify the provisions of the Lease, as amended hereby. The valuation so chosen by the Third Appraiser shall be final and binding upon the parties, absent fraud or gross error. - (g) Fair Market Rent. As used herein, the term "Fair Market Rent" shall mean the then prevailing rental rate for comparable Class A office space under primary lease (and not súblease) to tenants located in San Mateo on the Hwy 92/101, taking into consideration: (i) the location of the premises; (ii) such amenities as the extent and quality of existing improvements; (iii) Tenant improvement allowances, free rent or any other inducements or concessions then being offered for the lease of offices in the vicinity of the Premises (iv) reserved parking and (v) signage.
As used herein, the term "then-prevailing" shall mean the time period which is three (3) months prior to the commencement of the Renewal Term and not the commencement date of the Renewal Term. * •
Appraisal Costs: Each party shall bear the cost of its own appraiser and one-half (1/2) the cost of the Third Appraiser.
9