EXHIBIT 10.67
ADDENDUM TO LEASE
This is an Addendum to that certain
Lease by and between Aerojet-General Corporation, an Ohio
corporation, as Landlord, and Foundation Health, a California
Health Plan, a California corporation, as Tenant, dated
July 13, 1995.
|
35.
|
Premises . Landlord does hereby lease to Tenant and
Tenant hereby leases from Landlord approximately fifty thousand
(50,000) rentable square feet of office space (herein called
“Premises”) comprising the entire first
(1st) floor of Building number 2025 (the
“Building”) located at the Aerojet headquarters in the
City of Rancho Cordova, in the State of California. The rentable
square feet contained in the Building and the Premises shall be
field measured according to BOMA Standards (ANSI
265.1-1980/reaffirmed 1989) by a reputable space planner or
architect reasonably satisfactory to Landlord.
|
|
36.
|
Condition of
Premises and Building Improvements .
|
|
|
A.
|
Landlord’s Obligations
. Prior to delivery of the Premises
to Tenant, Landlord shall conduct, at Landlord’s sole cost
and expense, the following cleaning and repair of the Premises
(collectively, “Landlord’s Work”):
|
|
|
1.
|
Repair T-Bar
grid and replace damaged ceiling tiles.
|
|
|
2.
|
Perform minor
repairs to drywall prior to painting.
|
|
|
3.
|
Paint all
interior walls, door frames, and columns.
|
|
|
4.
|
Repair existing
carpeting and, to the extent needed, install new direct glue down
carpeting. Landlord and Tenant estimate that ten percent
(10%) to fifteen percent (15%) of the carpeting in the
Premises will require replacement.
|
Existing doors and hardware will
remain. No work will be done to the lobby area. No demolition work
will be conducted. Other than Landlord’s Work, Tenant shall
take the Premises “as is.” Upon execution of the Lease,
Landlord and Tenant shall conduct a walk-through of the Premises
and agree upon the maximum cost that Landlord shall be required to
incur in conducting Landlord’s Work.
|
|
B.
|
Tenant’s Obligations
. Any other preparation of, or
improvements to, the Building that Tenant desires shall, subject to
approvals from Landlord under paragraph 10 of this Lease, be the
responsibility of Tenant and done at Tenant’s sole cost and
expense, except that Landlord agrees to provide to Tenant an
allowance up to eighty thousand dollars ($80,000,00) to reimburse
Tenant for costs and expenses incurred by Tenant in refurbishing
the southern entrance to the Building and the exterior of the
Building near said southern entrance.
|
A1 - 1
|
|
C.
|
Communications Improvements
. Tenant shall have the right to
install and distribute data communications wiring, telephone lines
and other communications and information processing relating wiring
and equipment as reasonably required for Tenant’s
business,
|
|
37.
|
Possession . Landlord shall deliver the Premises to Tenant
upon completion of Landlord’s Work. Landlord shall use its
best efforts to complete said work on or before September 1,
1995. If Landlord fails to deliver the Premises to Tenant on or
before September 1, 1995, then the term of the Lease shall
commence on the date of delivery and end two (2) years and one
(1) month after that date.
|
|
38.
|
Use by
Subsidiaries . Tenant may
allow any one hundred percent (100%) owned subsidiary of
Foundation Health Corporation, a Delaware corporation, to use the
Premises at any time, and for any duration, during the term of the
Lease, provided there shall be no assignments of, or subletting
under, this Lease. If Tenant does request Landlord’s consent
to any assignment, subletting, or use by any other person or
entity, Landlord may withhold such consent arbitrarily,
capriciously, and without reason.
|
|
39.
|
Option to
Extend . Tenant shall
have the right and option to extend the term of this Lease for two
(2) consecutive six (6) month periods commencing
immediately upon the ending date of this Lease and the first six
(6) month extension, respectively, upon the following
conditions:
|
|
|
A.
|
That Tenant is
not, at the time of option exercise, in default under this
Lease.
|
|
|
B.
|
That Tenant
shall, not later than one hundred fifty (150) calendar days
prior to the ending date of this Lease or the first six
(6) month extension, as appropriate, provide, and Landlord
receives, a duly mailed written notice setting forth Tenant’s
exercise of the option to extend the term of this Lease. Failure by
Tenant to provide timely written notice as set forth herein shall,
unless, and in the sole discretion of Landlord, a later notice is
acceptable to the Landlord, cause the option to lapse and its
exercise by Tenant shall not be effective.
|
|
|
a.
|
Thirty Thousand
(30,000) Rentable Square Feet . During the first year of the
term of the Lease, Tenant shall have the right and option to expand
the Premises to include thirty thousand (30,000) rentable
square feet situated on the second (2 nd ) floor of the Building
(“First Expansion Space”) upon thirty days’
written notice to Landlord (“First Option to Expand”).
If Tenant fails to exercise such option to expand, then, on the
first anniversary of the commencement of the term, the Premises
shall be expanded automatically to include the First Expansion
Space.
|
The exact location and configuration
of the First Expansion Space are to be determined by Tenant upon
the earlier of (i) Tenant’s exercise of its First Option
to Expand or (ii) thirty (30) days prior to the first
anniversary of the term of the Lease.
A1 - 2
|
|
b.
|
Twenty
Thousand (20,000) Rentable Square Feet . Tenant shall have the right and option to
expand the Premises to include all, and not less than all, of the
remaining rentable square feet contained in the Building (which the
parties anticipate to be approximately twenty thousand
(20,000) rentable square feet) (“Second Expansion
Space”). Tenant shall have the right to effect such expansion
option upon written notice to Landlord simultaneously with its
First Option to Expand or at anytime after Tenant takes possession
of the First Expansion Space.
|
The rentable square feet contained
in the First Expansion Space and the Second Expansion Space shall
be field measured according to BOMA Standards (ANSI
265.1-1980/reaffirmed 1989) by a reputable space planner or
architect reasonably satisfactory to Landlord. The First Expansion
Space and the Second Expansion Space, as appropriate, shall be
deemed to be included as a part of the “Premises” and
shall be subject to the same terms and conditions as the original
office space. The rental rate for the additional office space shall
be the same as the rental rate for the original office
space.
Landlord shall improve both the
First Expansion Space and the Second Expansion Space to the same
extent that Landlord improves the original office space. Such
improvements shall be completed by the earlier of (i) thirty
(30) days after Tenant exercises its First Option to Expand or
(ii) the first anniversary of the term of the Lease. Tenant
shall have the right to install and distribute data communications
wiring, telephone line and other communications and information
processing wiring and equipments as reasonably required for
Tenant’s business.
|
41.
|
Signage . With Landlord’s prior approval as to the
design of the signage, Tenant may install a sign on the Building.
Landlord shall provide a one-time five thousand dollar ($5,000)
allowance for the cost of designing and installing the signage.
Tenant may not erect any other signs without the written permission
of Landlord.
|
|
42.
|
Parking . Tenant shall be entitled, at no cost, to seven
and one-half (7 & 1/2) spaces per one thousand
(1,000) rentable square feet of the Premises,
|
|
43.
|
Security . The Building is located in a complex of office
buildings, for which Landlord provides a package of security
features, including without limitation, a security fence,
twenty-four (24) hour security guard, and security
identification cards. Tenant shall benefit from and cooperate in
the security features that Landlord provides to the office complex,
including the Premises.
|
|
44.
|
Access to
Premises . Tenant shall
have access to the Premises and the parking twenty-four
(24) hours per day, seven (7) days per week, fifty-two
(52) weeks per year.
|
|
45.
|
Utility
Services . Tenant shall
be responsible for and timely pay all electrical and gas utility
costs associated with the occupancy and use of the Premises. At
Landlord’s expense, the Building will be separately metered
for electrical and gas service.
|
Landlord will use its best efforts
to ensure continuous availability of telecommunications, telephone,
electrical, gas, and other utility services to the Building, but
Landlord cannot and does not guaranty that such continuous service
will occur. Tenant agrees that Landlord shall have no liability for
any loss or damage caused by discontinuation or interruption of
utility services.
A1 - 3
|
46.
|
Brokers’ Fee . Landlord shall pay a brokers’ fee equal
to six percent (6%) of the total rent for the Premises leased
at the commencement of the term. One-half (1/2) of the
brokers’ fee shall be due and payable promptly following the
determination of the exact square footage of the Premises, upon
which the rent is based, provided that Landlord is then assured
that no rescission under Section 47 can occur. The balance of
the brokers’ fee shall be due and payable upon commencement
of the term of this Lease.
|
If Tenant exercises its option to
extend the Lease or its option to expand the Premises or the
Premises are automatically expanded, then Landlord shall pay a
brokers’ fee equal to six percent (60) of the total
increase in rent for the Premises. Such additional brokers’
fee shall be due and payable upon effective exercise of the
Tenant’s option or the automatic expansion, as
appropriate.
|
47.
|
Compliance
with Governmental Requirements . Landlord shall be responsible for bringing the
Building into compliance with the Americans with Disabilities Act
(“ADA”). Landlord shall bear the cost of bringing the
Building into compliance with the ADA and shall not pass such cost
through to Tenant by any means, including, without limitation,
deducting the cost of ADA compliance from any of Tenant’s
tenant improvement allowances.
|
If in the process of obtaining
government permits or approvals necessary to make the Building
available to Tenant in accordance with the terms of this Lease,
unusual or burdensome requirements are imposed, then either
Landlord or Tenant may rescind this Lease. Completion of
Landlord’s Work and issuance of a building permit to Tenant
for its initial work shall be conclusively deemed to mean that no
such unusual or burdensome requirements were imposed.
|
48.
|
Environmental Site Conditions Certification and
Indemnification .
Landlord represents and certifies to Tenant the following relative
to the Building:
|
|
|
A.
|
Landlord has no
information indicating that the Building ever had any industrial
activity conducted on it. Landlord is not aware of any soil
contamination on the Building.
|
|
|
B.
|
Groundwater
contamination, at depth, may exist below the Building. Such
contamination is being addressed pursuant to a consent decree
entered into by Landlord and state and federal environmental
protection agencies. Such decree requires Landlord to investigate
and remediate any such groundwater contamination with the review
and approval of the state and federal governments.
|
|
|
C.
|
The consent
decree also requires Landlord to notify the governments before any
possessory interest in any land on the Sacramento facility is
granted. On August 2, 1995 Landlord provided such notice
regarding the potential lease of Building number 2023.
|
A1 - 4
Landlord will defend and indemnify
Tenant in respect of any liability and claim of liability
(“Liability Claim”) which any third person asserts
against Tenant and is based solely on and arises solely out of any
environmental contamination which is associated with the Premises
and its immediate surrounding area and is caused by Landlord,
subject to each of the following conditions:
|
|
A.
|
Tenant promptly
gives Landlord written notice of any Liability Claim and delivers
to Landlord a copy of each document or other writing which Tenant
receives in connection therewith;
|
|
|
B.
|
Tenant, at its
own expense, cooperates with Landlord in every reasonable way in
connection with the defense of each Liability Claim;
|
|
|
C.
|
Landlord, at
its option, may control the defense of each Liability Claim, select
lawyers to defend each Liability Claim, and compromise and settle
each Liability Claim; and
|
|
|
D.
|
Tenant gives
Landlord notice of the Liability Claim within one year after the
expiration or termination of this Lease, whichever first
occurs.
|
Tenant will defend and indemnify
Landlord in respect of any liability and claim of liability
(“Liability Claim”) which any third person asserts
against Landlord and is based solely on and arises solely out of
any environmental contamination which is associated with the
premises and its immediate surrounding area and is caused by Tenant
during this Lease.
|
49.
|
Insurance . Landlord and Tenant agree that the amount of
coverage that Tenant shall procure and maintain pursuant to
Section 16 shall be no less than Five Million Dollars
($5,000,000.00). Tenant may have a deductible up to, and no greater
than, One Million Dollars ($1,000,000.00). The insurer or insurers
shall be subject to Landlord’s approval, which approval shall
not be unreasonably withheld or delayed, and any substitute insurer
or insurers shall have equal or better performance and financial
ratings under “Best’s Key Rating
Guide.”
|
Tenant shall also procure and
maintain, at Tenant’s sole cost and expense, insurance
adequate to protect Tenant and Landlord under the workers’
compensation laws of the State of California (Part A) plus standard
employer’s liability insurance in an amount not less than One
Million Dollars ($1,000,000.00) (Part B), including waiver of
subrogation rights with respect to Landlord. Tenant shall provide
Landlord with appropriate certification or other proof of such
coverage.
A1 - 5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Landlord
|
|
|
|
|
|
|
Aerojet-General Corporation,
an Ohio corporation
|
|
|
|
|
|
|
Dated:
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
Its:
|
|
Director, Real
Estate
|
|
|
|
|
|
|
|
|
|
|
Tenant
|
|
|
|
|
|
|
Foundation Health,
a California Health Plan,
a California corporation
|
|
|
|
|
|
|
Dated:
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
Its:
|
|
Vice
President
|
A1 - 6
SECOND ADDENDUM (“Second
Addendum”) TO OFFICE BUILDING LEASE
DATED JULY 13, 1995,
BETWEEN
AEROJET - GENERAL
CORPORATION,
an Ohio corporation
(“Landlord”), and
FOUNDATION HEALTH, A CALIFORNIA
HEALTH PLAN,
a California corporation
(“Tenant”)
Aerojet 2025 Building, Rancho
Cordova, California
THIS SECOND ADDENDUM is attached to
and made part of the above-referenced lease, which lease includes
an Addendum to Lease that contains Sections 35 through 49
(collectively, the “Lease”). Unless otherwise defined
in this Second Addendum, all capitalized terms used in this Second
Addendum shall have the same meaning as such capitalized terms have
in the Lease. All references within this Second Addendum to a
“Section” are to a specific section within the Lease
unless otherwise indicated,
1. Sections 4 and 37,
Possession . If Landlord, for any reason other than a
Tenant-caused delay, shall fail to substantially complete
Landlord’s Work and deliver the Premises to Tenant by
September 1, 1995 (the “Scheduled Commencement
Date”), the parties agree that Tenant shall have the
following remedies:
(a) If such delivery occurs later
than thirty (30) days after the Scheduled Commencement Date,
then Tenant shall be entitled to one (1) day of free rent for
each day after said thirty (30) days that Landlord is late in
so delivering the Premises.
(b) If such delivery occurs later
than ninety (90) days after the Scheduled Commencement Date,
then Tenant may terminate the Lease by written notice to Landlord
prior to Tenant’s occupancy of the Premises.
2. Section 5, Rent . The
parties acknowledge that Tenant shall have no obligation to pay
“operating expenses,” other than the cost of electrical
and gas service pursuant to Section 45.
3. Section 9, Compliance
with Law . Tenant’s obligation under Section 9 of
the Lease and elsewhere in the Lease with respect to the compliance
with laws, statutes, ordinances, and governmental rules and
regulations (including, but not limited to, the Americans with
Disabilities Act of 1990), as all of the same may be amended and
supplemented from time to time (collectively, “Laws”)
shall be limited to (i) Laws pertaining to Tenant’s
personal property; (ii) Laws pertaining to modifications made
to the Premises by Tenant; and (iii) Laws pertaining to
Tenant’s specific use of the Premises. Landlord, at
Landlord’s sole cost and expense, shall comply with all other
Laws pertaining to the Building and parking area; provided,
however, that if the aggregate cost of the Landlord’s
complying with any Laws exceeds Two Hundred Fifty Thousand Dollars
($250,000.00), and Landlord did not have actual or constructive
notice prior to commencement of the term of the general cost of the
compliance now being required, and Tenant is unwilling to pay the
cost of such compliance in excess of $250,000.00 (it being agreed
that Tenant has no obligation to pay such cost), Landlord shall
have the right to terminate the Lease upon one hundred twenty
(120) days’ written notice to Tenant. If
Landlord
A2 - 1
exercises such termination right, Landlord shall
pay reasonable costs and expenses incurred by Tenant in relocating
to new premises, not to exceed Seventy-Five Thousand Dollars
($75,000.00).
4. Section 10, Alterations
and Additions .
(a) Landlord’s consent to
alterations, additions or improvements (collectively,
“Alterations”) shall in no event be unreasonably
withheld or delayed.
(b) In no event shall Tenant be
obligated to remove any Alterations on the Premises (including, but
not limited to, the leasehold improvements constructed by
Landlord), unless such Alterations were made by Tenant during the
term of the Lease. If Tenant desires to have the right to surrender
the Alterations at the expiration of the Lease term and not remove
them from the Premises, Tenant shall, at the time that it requests
Landlord’s consent to the making of those Alterations, notify
Landlord of such desire, and Landlord shall have the option to
either (i) require such surrender of the Alterations, or
(ii) expressly condition Landlord’s approval of such
Alterations on Tenant’s agreement to remove such Alterations
at the expiration of the Lease term,
5. Sections 11, Repairs .
Tenant shall not be responsible for the correction or repair of any
latent defect in the Premises, or any existing defect or code
violation in existence prior to the commencement of the term. The
repairs or maintenance that are Landlord’s responsibility
shall be done diligently and on a timely basis.
6. Section 17, Services and
Utilities . If any utility or other service to the Premises is
interrupted, Tenant shall be entitled to an abatement of rent
(proportionate to the degree to which Tenant’s use of the
Premises for office purposes is interfered with) until ouch
interruption is cured by Landlord. Landlord shall use diligent and
good faith efforts to promptly restore utility service.
7. Section 21, Entry by
Landlord . Landlord shall provide to Tenant advance notice of
Landlord’s entry onto Premises (except in the case of an
emergency, or in such cases as Landlord’s security procedures
do not reasonably permit advance notice). Landlord’s right to
enter the Premises to show them to prospective tenants pursuant to
Section 21 shall be limited to the last six (6) months of
the Lease term. In no event shall Landlord’s access onto the
Premises unreasonably interfere with Tenant’s use of the
Premises.
8. Section 22,
Reconstruction . Tenant shall be entitled to a rent abatement
pursuant to Section 22, from the date of the casualty until
the repairs are completed, whether or not such casualty is covered
by Landlord’s insurance.
9. Section 23, Default .
In Section 2.3.a, the words “vacating or” are
hereby deleted. In Section 23.b, the words “three
(3) days” are hereby replaced with “ten
(10) days.”
10. Section 29(ii),
Waiver . This waiver by Tenant of any term, covenant or
condition in the Lease or this Second Addendum shall not be deemed
a waiver of such term, covenant or condition or any subsequent
breach of the same or any other term, covenant or condition
contained in the Lease or this Second Addendum.
A2 - 2
11. Section 29(iii),
Notices . All notices to Tenant shall be sent to the Premises
and:
Foundation Health
Corporation
Attention: Director of Real
Estate
Post Office Box 2470
Rancho Cordova, California
95741-2470
12. New Provision, Hazardous
Materials . Nothing in the Lease is intended to prevent Tenant
from using hazardous materials or hazardous substances normally
associated with office activities, provided the same are used in
compliance with all applicable laws. Tenant’s responsibility
respecting hazardous materials or hazardous substances shall be
limited to those materials actually introduced by Tenant in the
Premises; the responsibility for compliance with laws respecting
all other hazardous materials or hazardous substances shall be
Landlord’s.
13. Section 36A,
Landlord’s Obligations . Landlord and Tenant shall, as
soon as possible after the execution of the Lease, and from time to
time during the course of construction, confer respecting the
Landlord’s Work, such that Tenant will be kept apprised of
the progress of that work, and so the Tenant has the right to
approve (which approval shall not be unreasonably withheld or
delayed) all construction drawings, finishes and materials. In
addition to the work described in Section 36A, the
Landlord’s Work shall include all work necessary to bring the
Building into compliance with applicable building codes and other
applicable laws, such that Tenant can lawfully occupy the
Premises.
14. Section 36B,
Tenant’s Obligations . The allowance referenced in
Section 36B shall be paid not later than thirty (30) days
after Landlord’s receipt of a reasonably detailed invoice
from Tenant.
15. Section 39, Option to
Extend . The rent during the option terms shall be One and
04/100ths Dollars ($1.04) per square foot of rentable area per
month.
IN WITNESS WHEREOF, the parties have
executed this Second Addendum as of the date first set forth
above.
|
|
|
|
|
|
|
|
|
|
LANDLORD
|
|
|
|
TENANT
|
|
|
|
|
AEROJET – GENERAL
CORPORATION,
an Ohio
corporation
|
|
|
|
FOUNDATION HEALTH,
A CALIFORNIA HEALTH PLAN,
a California
corporation
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
|
|
Name:
|
|
|
|
Its:
|
|
|
|
|
|
Its:
|
|
|
|
|
|
|
Date of
Execution: August 2,
1995
|
|
|
|
Date of
Execution: August
2, 1995
|
A2 - 3
THIRD ADDENDUM TO
LEASE
This is the Third Addendum attached
to that certain Lease by and between Aerojet-General Corporation,
an Ohio corporation, as Landlord, and Foundation Health, a
California Health Plan, a California corporation, as Tenant, dated
duly 13, 1995, including that certain Addendum and that certain
Second Addendum attached thereto (collectively, the
“Lease”).
|
1.
|
Temporary
Storage Area . Landlord
does hereby permit and allow Tenant temporary use (the
“License”) of a portion of the space contained in
building number 2006 located at said Aerojet property in Rancho
Cordova, California (the “Temporary Storage Area”). The
exact location and configuration of the Temporary Storage Area
shall be determined by Landlord and Tenant through mutual
consultations immediately after execution of the Lease and this
Third Addendum and shall contain approximately three thousand
(3,000) to four thousand (4,000) rentable square feet.
The Temporary Storage Area will not be separated from the balance
of the space in said building number 2006 by any demising wall or
walls. Landlord and Tenant agree to cooperate reasonably and fairly
with each other in connection with uses of their respective
portions of said building.
|
|
2.
|
Use of
Temporary storage Area .
Tenant may use the Temporary Storage Area for the storage, light
assembly, and staging of computers and related equipment to be used
in Tenant’s business, including, but not limited to,
preparation for Tenant’s taking of possession of the Premises
in said building 2025, and for no other use without
Landlord’s advance written consent. Tenant expects to have no
more than approximately six (6) employees working in the
Temporary Storage Area at any time. The Temporary Storage Area is
not intended, nor will it be prepared, for long-term occupancy or
use as business offices.
|
|
3.
|
Term of
License . The term of the
License shall commence upon full execution of the Lease and this
Third Addendum 8/2/95 and shall continue on a month-to-month basis
thereafter. The License may be terminated by thirty
(30) days’ written notice of termination given by either
Landlord or Tenant to the other, except that Landlord cannot
terminate the License effective earlier than thirty (30) days
after Landlord delivers possession of the Premises to
Tenant.
|
|
4.
|
License
Fee . Tenant agrees to
pay to Landlord, without prior notice or demand, and without
deduction or offset, in advance, as consideration for the License,
the sum of (a) One Dollar ($1.00) per rental square foot (as
measured by said BOMA standards) of the Temporary Storage Area per
month; plus (b) fourteen cents ($0.14) per rental square foot
of the Temporary Storage Area per month as a fixed reimbursement to
Landlord for the estimated cost of providing electrical and gas
service to the Temporary Storage Area. Said payments shall be made
on or before the first (1st) day of each calendar month of the
term of the License. Payment for any period during the term of the
License that is less than one (1) month shall be a prorated
portion of the monthly payment, based upon a thirty (30) day
month. Tenant shall have no obligation to pay for utility services
provided by Landlord to the Temporary Storage Area except as set
forth above in this section.
|
A3 - 1
|
5.
|
Preparation
of Temporary Storage Area . Landlord shall be responsible for coordinating
the preparation of the Temporary Storage Area for use by Tenant.
Tenant shall bear all reasonable costs and expenses incurred in
carrying out such preparation and shall, at the request of
Landlord, provide labor to assist Landlord in carrying out such
preparation. In this connection, Landlord and Tenant shall work
together to utilize, to the extent possible, various interior
partitions that Landlord has available and stored in said building
2006. Other than such preparation, Lessee accepts the Temporary
Storage Area “as is,” and Lessor shall have no duty to
improve or change the Temporary Storage Area in any way.
|
|
6.
|
Parking . Tenant shall have access to the parking area
near said building number 2006 to the extent reasonably necessary
for Tenant’s use of the Temporary Storage Area.
|
|
7.
|
Janitorial
Service . Landlord shall
have no obligation to provide janitorial service with respect to
the Temporary Storage Area.
|
|
8.
|
Terms of
Lease . The License shall
be subject to all terms and conditions of the Lease that are
consistent with the terms specifically applicable to the License
and consistent with the temporary nature of the License.
Specifically, the License shall not be subject to the following
provisions: Sections 3, 5, 27, 30, 31, 35, 36, 37, 39, 40, 41, 42,
46, 47, and 48 of the Lease; the first sentence of section 8 of the
Lease; all references to janitorial services in Section 17 of
the Lease; the second sentence of Section 45 of the Lease; and
Sections 1, 3, 14, and 15 of the Second Addendum.
|
|
9.
|
Hold
Harmless and Waiver .
Tenant agrees to indemnify Landlord and to hold Landlord free and
harmless from and against any and all liabilities and losses
arising from or related to Tenant’s use of the Temporary
Storage Area. Tenant hereby assumes all risk of damage to property
or injury to persons in, upon, or about the Temporary Storage Area,
including, but not limited to, injury to or death of employees of
Tenant and damage to, or loss of use of, property of Tenant or of
any of Tenant’s employees, and Tenant hereby waives all
claims, and agrees not to sue Landlord, in respect
thereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Landlord
|
|
|
|
|
|
|
Aerojet-General Corporation,
an Ohio corporation
|
|
|
|
|
|
|
Dated:
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
Its:
|
|
|
|
|
|
|
|
|
|
|
|
|
Tenant
|
|
|
|
|
|
|
Foundation Health,
a California Health Plan,
a California corporation
|
|
|
|
|
|
|
Dated:
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
Its:
|
|
Vice
President
|
A3 - 2
FOURTH ADDENDUM TO
LEASE
This is the Fourth Addendum attached
to that certain Lease by and between Aerojet-General Corporation,
an Ohio corporation, as Landlord, and Foundation Health, a
California Health Plan, a California corporation, as Tenant, dated
July 13, 1995, including that certain Addendum, and that
certain Second Addendum and that certain Third Addendum attached
thereto (collectively, the “Lease”).
|
1.
|
Third
Expansion Space .
Landlord does hereby lease to Tenant and Tenant hereby leases from
Landlord approximately thirty-three thousand five hundred
(33,500) rentable square feet of office space (“Third
Expansion Space”) comprising part of building number 2015B
(“Building 2015B”), a single story building, located at
the Aerojet headquarters in the City of Rancho Cordova, in the
State of California. The location and configuration of the Third
Expansion Space is shown on the floor plan thereof, a copy of which
is attached as Exhibit “A” to this Addendum and
incorporated herein by this reference.
|
|
2.
|
Condition of
Third Expansion Space and Building 2015B Improvements
.
|
|
|
A.
|
Landlord’s Obligations
. Prior to delivery of the Third
Expansion Space to Tenant, Landlord conducted, at Landlord’s
sole cost and expense, the following cleaning and repair of
Building 2015B (collectively, the “Building 2015B
Work”):
|
|
|
1.
|
Repaired T-Bar
grid and replace damaged ceiling tiles.
|
|
|
2.
|
Performed minor
repairs to drywall prior to painting.
|
|
|
3.
|
Painted all
interior walls, door frames, and columns.
|
|
|
4.
|
Repaired
existing carpeting and, to the extent needed, installed new direct
glue down carpeting.
|
Existing doors and hardware were
left in place. No work was done to the lobby area. No demolition
work was conducted. The Building 2015B Work included all work
necessary to bring Building 2015B into compliance with applicable
building codes and other applicable laws, such that Tenant could
lawfully occupy Building 2015B. Other than the Building 2015B Work,
Tenant accepted Building 2015B “as is.”
|
|
B.
|
Tenant’s Obligations
. Any other preparation of, or
improvements to, Building 2015B that Tenant may desire shall,
subject to approvals from Landlord under paragraph 10 of this
Lease, be the responsibility of Tenant and done at Tenant’s
sole cost and expense.
|
|
|
C.
|
Communications Improvements
. Tenant shall have the right to
install and distribute in Building 2015B data communications
wiring, telephone lines and other communications and information
processing related wiring and equipment as reasonably required for
Tenant’s business.
|
A4 - 1
|
3.
|
Possession . Landlord delivered the Third Expansion Space
to Tenant upon completion of the Building 2015B Work, which
completion and delivery occurred on November 22,
1995.
|
|
4.
|
Option to
Expand . Tenant shall
have the right and option to expand the Premises to include all of
the remaining rentable square feet of office space contained in
Building 2015B (which is approximately sixteen thousand five
hundred (16,500) rentable square feet) (“Fourth
Expansion Space”). Tenant shall have the right to effect such
expansion option upon written notice to Landlord. Alternatively,
Landlord and Tenant shall work together and coordinate delivery of
portions of the Fourth Expansion Space as and when needed by
Tenant; provided that, in all events, as of November 17, 1996,
the Premises shall be expanded automatically to include the Fourth
Expansion Space, with said option then being deemed to have been
exercised with respect to all of said Fourth Expansion Space.
Landlord shall have no obligation to improve the Fourth Expansion
Space above and beyond the Building 2015B Work.
|
|
5.
|
Parking . Tenant shall be entitled, at
no cost, to the minimum number of parking spaces with respect
Tenant’s use of the Third Expansion Space and the Fourth
Expansion Space, if appropriate, as required from time to time by
applicable law, which requirement is currently four and one-half
(4- 1 / 2 ) parking spaces per one
thousand (1,000) rentable square feet of office space, as set
forth in Sacramento Zoning Code, Chapter 3, Article 2, section
330-22.
|
|
|
A.
|
Tenant and
Landlord agree that they have had no dealings with any real estate
broker or agent in connection with the negotiation of this Fourth
Addendum excepting only Aguer Pipgras Real Estate and they know of
no other real estate broker or agent who is entitled to a
commission in connection with this Fourth Addendum.
|
|
|
B.
|
Landlord shall pay to Aguer
Pipgras Real Estate a brokers’ fee equal to three percent
(3%) of the total rent for the Third Expansion Space. One-half
( 1
/
2 ) of the brokers’ fee
shall be due and payable upon execution of this Fourth Addendum,
provided that Landlord is then assured that no rescission under
Section 47 can occur. The balance of the brokers’ fee
shall be due and payable upon delivery of the Third Expansion Space
to Tenant.
|
|
|
C.
|
If Tenant
exercises, or is deemed to have exercised, its option with respect
to the Fourth Expansion Space, then Landlord shall pay to Aguer
Pipgras Real Estate a brokers’ fee equal to three percent
(3%) of the total rent for the Fourth Expansion Space. Such
additional brokers’ fee shall be due and payable upon
effective exercise, or deemed exercise, of the Tenant’s
option.
|
|
7.
|
The Premises and Other Terms
and Conditions of the Lease . The Third Expansion Space and the Fourth
Expansion Space, if appropriate, shall be deemed to be included as
a part of the “Premises” and the “Building”
and shall be subject to the same terms and
|
A4 - 2
|
|
conditions as the original office
space as set forth in the Lease, except to the extent that any
provision of this Fourth Addendum is inconsistent or in conflict
with such terms and conditions, and except that Sections 35, 36,
37, 40, 41, 42 and 46 set forth in the Addendum to Lease, Sections
1 and 14 of the Second Addendum to Office Building Lease, and
Sections 1 through 9 of the Third Addendum to Lease shall not apply
to the Third Expansion Space or the Fourth Expansion Space, if
appropriate. Specifically, the Third Expansion Space and the Fourth
Expansion Space, if appropriate, shall be subject to the terms and
conditions of this Fourth Addendum and, to the extent compatible
and consistent with the provisions of this Fourth Addendum, subject
to Sections 1 through 31 of the Lease, Sections 38, 39, 43, 44, 45,
47, 48, and 49 of the Addendum to Lease, and Sections 2 through 13,
and 15 of the Second Addendum to Office Building Lease; and the
Rules and Regulations attached to the Lease. The rental rate for
the Third Expansion Space and for the Fourth Expansion Space shall
be the same as the rental rate for the Premises as first demised by
the Lease. The termination date for all of the Premises, including
the Third Expansion Space, the Fourth Expansion Space, and all
areas previously included within the Premises under the Lease,
shall be same date, which date is set forth in the
Lease.
|
|
8.
|
Applicable
Rental Amount . As a
memorandum of record, the rent for the Third Expansion Space added
by this Fourth Addendum is Thirty-three Thousand Five Hundred
Dollars ($33,500.00) per month, computed at One Dollar ($1.00) per
square foot.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Landlord
|
|
|
|
|
|
|
Aerojet-General Corporation,
an Ohio corporation
|
|
|
|
|
|
|
Dated:
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
Its:
|
|
Director, Real
Estate
|
|
|
|
|
|
|
|
|
|
|
Tenant
|
|
|
|
|
|
|
Foundation Health,
a California Health Plan,
a California corporation
|
|
|
|
|
|
|
Dated:
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
Its:
|
|
Vice
President
|
A4 - 3
FIFTH ADDENDUM TO
LEASE
This is the Fifth Addendum attached
to that certain Lease by and between Aerojet-General Corporation,
an Ohio corporation, as Landlord, and Foundation Health, a
California Health Plan, a California corporation, as Tenant, dated
July 13, 1995, including that certain Addendum, that certain
Second Addendum, that certain Third Addendum, and that certain
Fourth Addendum thereto (collectively, the
“Lease”).
RECITALS
|
A.
|
Pursuant to the
terms of the Lease, Landlord currently leases to Tenant, and Tenant
currently leases from Landlord, the entire Building number 2015B
and the entire Building number 2025 (collectively, the
“Existing Premises”) and no other space. The term of
the Lease ends on September 14, 1997, and Tenant has the
option to extend the term for two (2) consecutive six
(6) month periods. The rent for the Existing Premises is One
Dollar ($1.00) per square foot per month.
|
|
B.
|
In accordance
with the provisions herein, Landlord and Tenant desire to expand
the Premises to include an additional building, to extend the term
of the lease, to provide for increases in the rent payable by
Tenant, and to supersede the existing extension options.
|
NOW, THEREFORE, Landlord and Tenant,
in consideration of the foregoing recitals and the covenants
contained in this Fifth Addendum, agree as follows:
|
1.
|
Expansion of
the Premises . Landlord
does hereby lease to Tenant, and Tenant hereby leases from
Landlord, approximately thirty thousand (30,000) rentable
square feet of office space comprising the entire Building number
2006 (“Building 2006”) located at the Aerojet
headquarters in the City of Rancho Cordova, in the State of
California. Measurement of the rentable square feet contained in
Building 2006 shall be conducted in accordance with a method
acceptable to both parties. The “Premises” under the
Lease shall thus henceforth include both the Existing Premises and
Building 2006.
|
|
2.
|
Extension of
Term . The term of the
Lease for the Premises is hereby extended thirty and one-half
(30.5) months and shall end on March 31, 2000.
|
|
|
A.
|
Initial
Rent . Subject to
increases in rent as set forth below, the rent for the Existing
Premises shall continue at One Dollar and No Cents ($1.00) per
square foot per month. Subject to increases in rent as set forth
below, the rent for Building 2006 shall be One Dollar and Fourteen
Cents ($1.14) per square foot per month.
|
|
|
B.
|
Rental Increases
. The rent for the Existing Premises
and the rent for Building 2006 shall increase on October 1,
1998 and again on October 1, 1999 as follows: (1) on
October 1, 1998, the rent for the Existing premises and the
rent for Building 2006 shall each increase by the same percentage
as the Consumer Price
|
A5 - 1
|
|
Index, unadjusted, for All Urban
Consumers (all items), as published by the United States Department
of Labor, Bureau of Labor Statistics, for the San
Francisco-Oakland-San Jose Area (1982-84 = 100 Base) (the
“CPI”), has increased from the CPI as published for
September, 1997 to the CPI as published for September, 1998; and
(2) on October 1, 1999, the rent for the Existing
Premises and the rent for Building 2006 shall each increase by the
same percentage as the CPI has increased from the CPI as published
for September, 1998 to the CPI as published for September, 1999;
provided that under no circumstances shall either of said increases
in rent, the one occurring October 1, 1998 and the other
occurring on October 1, 1999, exceed three and one-quarter
percent (3.25%). Landlord shall calculate and notify Tenant of all
applicable rental increases. If the CPI for calculating any such
increase is not available at the time a rental increase begins,
then Tenant shall temporarily continue paying rent at the existing
rate. Once the applicable CPI becomes available and Landlord
notifies Tenant of the amount of the applicable rental increase,
then Tenant shall pay the difference between any rent paid and the
rent as adjusted under the applicable CPI.
|
|
|
C.
|
Another
Index . If the CPI is not
in existence at the time any increase is to be computed, Landlord
and Tenant shall utilize such other index published by that
governmental authority as shall be most similar thereto and
consistent with the intent to adjust the rent in accordance with
changes, if any, in the “cost-of-living” that occurs
during the applicable period.
|
|
|
A.
|
Option . Tenant shall have the right and option (the
“Extension Option”) to extend the term of the Lease for
thirty (30) months (the “Extension Period”)
commencing immediately upon the expiration of the term of this
Lease (commencing, therefore, on April 1, 2000). Tenant shall
no longer have the extension periods of six (6) months each
set forth in Section 39 of the Addendum (the “Superseded
Extension Periods”), nor shall Landlord have any duty to pay
the broker’s fee that would have been payable in connection
with the Superseded Extension Periods under Section 46 of the
Addendum to Lease.
|
|
|
B.
|
Extension
Premises . Tenant may
exercise the Extension Option with respect to any or all of the
buildings that comprise the Premises, provided that Tenant may not
exercise the Extension Option with respect to only a portion of a
building.
|
|
|
C.
|
Rent During
Extension .
|
|
|
1.
|
Initial
Rent . During the first
(1st) twelve (12) months of the Extension Period, the
rent shall be as follows: (a) the rent for Building 2015B and
the rent for Building 2025 shall continue at the same rate as the
rent for those buildings during the month immediately preceding the
commencement of the Extension Period, and (b) the rent for
Building 2006 shall be One Dollar and Twenty-Three Cents ($1.23)
per square foot per month or, if greater, the rent for that
building during the month immediately preceding the commencement of
the Extension Period.
|
A5 - 2
|
|
2.
|
Rental Increases
. During the
Extension Period, the rent for Building 2006, the rent for Building
2015B, and the rent for Building 2025 shall all increase as
follows: (a) on April 1, 2001, said rent shall increase
by the same percentage as the CPI has increased from March, 2000 to
March, 2001; and (b) on April 1, 2002, said rent shall
increase by the same percentage as the CPI has increased from
March, 2001 to March, 2002; provided that under no circumstances
shall either of said increases in rent, the one occurring
April 1, 2001 and the other occurring on April 1, 2002,
exceed three and one-quarter percent . (3.25%). Landlord shall
calculate and notify Tenant of all applicable rental increases. If
the CPI for calculating any such increase is not available at the
time a rental increase begins, then Tenant shall temporarily
continue paying rent at the existing rate. Once the applicable CPI
becomes available and Landlord notifies Tenant of the amount of the
applicable rental increase, then Tenant shall pay the difference
between any rent paid and the rent as adjusted under the applicable
CPI.
|
|
|
D.
|
Exercise of
Extension Option . To
exercise the Extension Option, Tenant shall, not later than one
hundred fifty (150) calendar days prior to the expiration of
the term of the Lease, provide, and Landlord shall receive, a duly
mailed or personally delivered written notice setting forth
(i) Tenant’s exercise of the Extension Option, and
(ii) a statement clearly designating to which of the buildings
comprising the Premises the Extension Period shall apply. Failure
by Tenant to provide timely or adequate written notice as set forth
herein shall, unless, and in the sole discretion of Landlord, an
untimely or inadequate notice is acceptable to Landlord, cause the
Extension Option to lapse and its exercise by Tenant shall not be
effective.
|
|
|
E.
|
Condition . Tenant’s right to exercise the Extension
Option set forth in this Fifth Addendum is conditioned upon the
requirement that, after the applicable cure period, if any, Tenant
shall not be in default under the Lease at the time of exercise of
the Extension Option.
|
|
|
A.
|
Condition of
Building 2006 Improvements .
|
|
|
1.
|
Landlord’s Obligations
. Prior to delivery of Building 2006
to Tenant, Landlord shall conduct, at Landlord’s sole cost
and expense, the following cleaning and repair of the Premises
(collectively, the “Building 2006 Work”):
|
|
|
a.
|
Replace all
ceiling tiles.
|
|
|
b.
|
Paint all
interior walls, door frames, and columns.
|
A5 - 3
|
|
c.
|
Install new
carpeting.
|
Materials used for the Building 2006
Work shall be of the same or similar quality as those materials
previously used by Landlord in the repair of the Existing Premises
pursuant to the Lease. Existing doors and hardware will remain. No
demolition work will be conducted. Other than the Building 2006
Work, Tenant shall take Building 2006 “as
is.”
|
|
2.
|
Tenant’s Obligations
. Any other preparation of, or
improvements to, Building 2006 that Tenant may desire shall,
subject to approvals from Landlord under Section 10 of the
Lease, be the responsibility of Tenant and done at Tenant’s
sole cost and expense.
|
|
|
3.
|
Communications Improvements
. Landlord shall provide a
telecommunications conduit between Building 2006 and the Existing
Premises. Tenant shall have the right to install and distribute in
Building 2006 data communications wiring, telephone lines and other
communications and information processing related wiring and
equipment as reasonably required for Tenant’s
business.
|
|
|
B.
|
Possession . Landlord shall use reasonable efforts to
deliver possession of the Building 2006 to Tenant on or before
September 1, 1997. Notwithstanding the foregoing, Landlord
shall complete the Building 2006 Work on or before October 1,
1997 and shall deliver possession of Building 2006 to Tenant on
October 1, 1997.
|
|
|
C.
|
Parking . In addition to Tenant’s right to parking
spaces with respect to the Existing Premises, Tenant shall also be
entitled, at no cost, to five (5) parking spaces per one
thousand (1,000) rentable square feet of office space
contained in Building 2006.
|
|
|
D.
|
The Premises and Other Terms
and Conditions of the Lease . Building 2006 shall be deemed to be included
as a part of the “Premises” and the
“Building” and shall be subject to the same terms and
conditions as the original office space as set forth in the Lease,
except to the extent that any provision of this Fifth Addendum is
inconsistent or in conflict with such terms and conditions, and
except that Sections 35, 36, 37, 39, 40, 41, 42 and 46 set forth in
the Addendum to Lease, Sections 1 and 14 of the Second Addendum to
Office Building Lease, Sections 1 through 9 of the Third Addendum
to Lease, and Sections 1 through 8 of the Fourth Addendum to Lease
shall not apply to Building 2006. Specifically, Building 2006 shall
be subject to the terms and conditions of this Fifth Addendum and,
to the extent compatible and consistent with the provisions of this
Fifth Addendum, subject to Sections 1 through 31 of the Lease,
Sections 38, 43, 44, 45, 47, 48, and 49 of the Addendum to Lease,
and Sections 2 through 13, and 15 of the Second Addendum to Office
Building Lease; and the Rules and Regulations attached to the
Lease. Section 39 of the Addendum to Lease shall no longer
apply
|
A5 - 4
|
|
to any portion of the Premises.
The termination date for all of the Premises shall be same date,
which date is set forth in this Fifth Addendum at Section 2
above, subject to extension under Section 4 above and subject
to earlier termination as is possible under other provisions of the
Lease, such as Section 24 of the Lease.
|
|
|
A.
|
Tenant and
Landlord agree that they have had no dealings with any real estate
broker or agent in connection with the negotiation of this Fifth
Addendum excepting only Aguer Pipgras Real Estate, and they know of
no other real estate broker or agent who is entitled to a
commission in connection with this Fifth Addendum.
|
|
|
B.
|
Landlord shall pay to Aguer
Pipgras Real Estate a broker’s fee equal to three percent
(3%) of the total rent for the thirty-and-one-half-months
extension of the term of the Lease for the Existing Premises and
three percent (3%) of the total rent for Building 2006 for the
period prior to the Extension Period. One-half (
1 / 2 ) of said broker’s
fee hereunder shall be due and payable upon execution of this Fifth
Addendum, provided that Landlord is then assured that no rescission
under Section 48 of the Addendum to Lease can occur. The
balance of said broker’s fee shall be due and payable upon
October 1, 1997. If the Extension Option is effectively
exercised by Tenant, then Landlord shall pay to Aguer Pipgras Real
Estate, at the beginning of the Extension Period, three percent
(3%) of the total rent payable during the Extension Period for
that portion of the Premises as to which the Extension Option is
exercised as set forth in Section 4.B above.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Landlord
|
|
|
|
|
|
|
Aerojet-General Corporation,
an Ohio corporation
|
|
|
|
|
|
|
Dated:
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
Its:
|
|
Director, Real
Estate
|
|
|
|
|
|
|
|
|
|
|
Tenant
|
|
|
|
|
|
|
Foundation Health,
a California Health Plan,
a California corporation
|
|
|
|
|
|
|
Dated:
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
Its:
|
|
Joe E. Erway,
Vice President of Tenant’s parent company, duly authorized to
bind Tenant under this document.
|
A5 - 5
SIXTH ADDENDUM TO
LEASE
This is the Sixth Addendum attached
to that certain Lease by and between Aerojet-General Corporation,
an Ohio corporation, as Landlord, and Foundation Health, a
California Health Plan, a California corporation, as Tenant, dated
July 13, 1995, including that certain Addendum, that certain
Second Addendum, that certain Third Addendum, that certain Fourth
Addendum, and that certain Fifth Addendum thereto (collectively,
the “Lease”). Unless otherwise defined in this Sixth
Addendum, all capitalized terms used in this Sixth Addendum shall
have the same meanings as such capitalized terms have in the Lease.
All references within this Sixth Addendum to a
“Section” are to a specific section within the Lease
unless otherwise indicated.
RECITALS
|
A.
|
Pursuant to the
terms of the Lease, Landlord currently leases to Tenant, and Tenant
currently leases from Landlord, the entire Building number 2015B,
the entire Building number 2025, and approximately thirty thousand
(30,000) square feet within Building number 2006 (incorrectly
described in the Fifth Addendum as the entire Building number 2006)
(collectively, the “Existing Premises”) and no other
space.
|
|
B.
|
In accordance
with the provisions herein, Landlord and Tenant desire to expand
the Premises to include additional space located in Building
2015A.
|
AGREEMENT
NOW, THEREFORE, Landlord and Tenant,
in consideration of the foregoing recitals and the covenants
contained in this Sixth Addendum, agree as follows:
|
1.
|
Expansion of
the Premises . Landlord
does hereby lease to Tenant, and Tenant hereby leases from
Landlord, approximately twenty thousand (20,000) to
twenty-five (25,000) rentable square feet of office space
(“Building 2015A Expansion Space”) comprising part of
building number 2015A (“Building 2015A”), a
single-story building, located at the Aerojet headquarters in the
City of Rancho Cordova, in the State of California. The precise
number of rentable square feet, the location, and the configuration
of the Building 2015A Expansion Space shall be conclusively
determined by mutual agreement of Landlord and Tenant and will be
shown on the floor plan therefor, a copy of which shall be attached
as Exhibit “A” to this Sixth Addendum and incorporated
herein by this reference. Measurement of the rentable square feet
contained in the Building 2015A Expansion Space shall be conducted
in accordance with a method acceptable to both parties. The
“Premises” under the Lease shall thus henceforth
include both the Existing Premises and the Building 2015A Expansion
Space.
|
|
|
A.
|
Initial
Rent . Subject to
increases in rent as set forth below, the rent for the Building
2015A Expansion Space shall be One Dollar ($1.00) per square foot
per month commencing as of the date possession of the Building
2015A Expansion Space is delivered to Tenant.
|
A6 - 1
|
|
B.
|
Rental
Increases . The rent for
the Building 2015A Expansion Space shall increase on
October 1, 1998 and again on October 1, 1999 as follows:
(1) on October 1, 1998, the rent for the 2015A Expansion
Space shall increase by the same percentage as the Consumer Price
Index, unadjusted, for All Urban Consumers (all items), as
published by the United States Department of Labor, Bureau of Labor
Statistics, for the San Francisco-Oakland-San Jose Area (1982-84 =
100 Base) (the “CPI”), has increased from the CPI as
published for September, 1997 to the CPI as published for
September, 1998; and (2) on October 1, 1999, the rent for
the Building 2015 Expansion Space shall each increase by the same
percentage as the CPI has increased from the CPI as published for
September, 1998 to the CPI as published for September, 1999;
provided that under no circumstances shall either of said increases
in rent, the one occurring October 1, 1998 and the other
occurring on October 1, 1999, exceed three and one-quarter
percent (3.25%), Landlord shall calculate and notify Tenant of all
applicable rental increases. If the CPI for calculating any such
increase is not available at the time a rental increase begins,
then Tenant shall temporarily continue paying rent at the existing
rate. Once the applicable CH becomes available and Landlord
notifies Tenant of the amount of the applicable rental increase,
then Tenant shall pay the difference between any rent paid and the
rent as adjusted under the applicable CPI.
|
|
3.
|
Term .
The term of the Lease for the Building 2015A Expansion Space shall
end on March 31, 2000.
|
|
|
A.
|
Option . With respect to the Building 2015A Expansion
Space, Tenant shall have the Extension Option described in the
Fifth Addendum, which Extension Option shall be exercisable subject
to the conditions and in accordance with the procedures set forth
in Section 4 of the Fifth Addendum; provided, however, that
the initial rent and rental increases applicable to the Building
2015A Expansion Space during the Extension Period shall be as set
forth in subsection C below.
|
|
|
B.
|
Buy-Out . In the event that Tenant fails to exercise the
Extension Option with respect to the Building 2015A Expansion
Space, Tenant shall pay to Landlord the sum of Three Hundred and
Forty-Thousand Dollars ($340,000.00), being the amount of money
that the parties stipulate to be the unamortized balance of
Landlord’s expenditures for the Building 2015A Work (as
defined below). Payment of said amount shall be owed in addition to
payment and performance by Tenant of all obligations accruing under
the Lease up to the date of the expiration of the Lease.
|
|
|
C.
|
Rent During
Extension .
|
|
|
i.
|
Initial
Rent . During the first
(1st) twelve (12) months of the Extension Period, the
rent for the Building 2015A Expansion Space shall continue at the
same rate as the rent for the Building 2015A Expansion Space during
the month immediately preceding the commencement of the Extension
Period.
|
A6 - 2
|
|
ii.
|
Rental
Increases . During the
Extension Period, the rent for the Building 2015A Expansion Space
shall all increase as follows: (a) on April 1, 2001, said
rent shall increase by the same percentage as the CPI has increased
from March, 2000 to March, 2001; and (b) on April 1,
2002, said rent shall increase by the same percentage as the CPI
has increased from March, 2001 to March, 2002; provided that under
no circumstances shall either of said increases in rent, the one
occurring April 1, 2001 and the other occurring on
April 1, 2002, exceed three and one-quarter percent (3.25%).
Landlord shall calculate and notify Tenant of all applicable rental
increases. If the CPI for calculating any such increase is not
available at the time a rental increase begins, then Tenant shall
temporarily continue paying rent at the existing rate. Once the
applicable CH becomes available and Landlord notifies Tenant of the
amount of the applicable rental increase, then Tenant shall pay the
difference between any rent paid and the rent as adjusted under the
applicable CPI.
|
|
|
A.
|
Conditions
Building 2015A and Improvements .
|
|
|
i.
|
Lease of
Remaining Building Space . Tenant understands that the Building 2015A
Expansion Space constitutes approximately one-half of Building
2015A, and that Landlord has agreed, or may agree, to lease the
remaining portion of Building 2015A to another tenant, and that
Tenant shall, therefore, have no right to lease any additional
space in Building 2015A.
|
|
|
ii.
|
Space
Plan . Tenant and
Landlord acknowledge and agree that the precise number of rentable
square feet and the specific location of the Building 2015A
Expansion Space within Building 2015A shall be shown on the floor
plan to be prepared by Forar Williams & Associates, with
consultations with REF and Sons, Inc., and in accordance with
instructions from Landlord and Tenant, and attached hereto as
Exhibit “A.”
|
|
|
iii.
|
Landlord’s Obligations
. Prior to delivery of the Building
2015A Expansion Space to Tenant, Landlord shall construct, at
Landlord’s sole cost and expense, the tenant improvements
described in Exhibit “B” attached hereto and
incorporated herein by this reference (the “Building 2015A
Work”). Materials used for the Building 2015A Work shall be
of the same or similar quality as those materials previously used
by Landlord in the repair of the Existing Premises pursuant to the
Lease. Existing doors and hardware will remain. No demolition work
will be conducted. Other than the Building 2015A Work, Tenant shall
take the Building 2015A Expansion Space “as
is.”
|
A6 - 3
|
|
iv.
|
Tenant’s Obligations
. Any other preparation of, or
improvements to, the Building 2015A Expansion Premises that Tenant
may desire shall, subject to approvals from Landlord under
Section 10 of the Lease, be the responsibility of Tenant and
done at Tenant’s sole cost and expense.
|
|
|
v.
|
Communications Improvements
. Landlord shall provide a
telecommunications conduit between Building 2015A and the Existing
Premises. Tenant shall have the right to install and distribute in
Building 2015A data communications wiring, telephone lines and
other communications and information processing related wiring and
equipment as reasonably required for Tenant’s
business.
|
|
|
B.
|
Possession . Landlord shall use reasonable efforts to
deliver possession of the Building 2015A Expansion Premises to
Tenant on or before December 10, 1997. Notwithstanding the
foregoing, Landlord shall complete the Building 2015A Work no later
than December 31, 1997 and shall deliver possession of the
Building 2015A Expansion Space to Tenant on January 5,
1998.
|
|
|
C.
|
Parking . In addition to Tenant’s right to parking
spaces with respect to the Existing Premises, Tenant shall also be
entitled, at no cost, to five (5) parking spaces per one
thousand (1,000) rentable square feet of office space
contained in the Building 2015A Expansion Space.
|
|
|
D.
|
The Premises
and Other Terms and Conditions the Lease . The Building 2015A Expansion Space shall be
deemed to be included as a part of the “Premises” and
the “Building” and shall be subject to the same terms
and conditions as the original office space as set forth in the
Lease, except to the extent that any provision of this Sixth
Addendum is inconsistent or in conflict with such terms and
conditions, and except that Sections 35, 36, 37, 39, 40, 41, 42 and
46 set forth in the Addendum to Lease, Sections 1, 14, and 15 of
the Second Addendum to Office Building Lease, Sections 1 through 9
of the Third Addendum to Lease, Sections 1 through 8 of the Fourth
Addendum to Lease, and Sections 1, 2, 3A, 3B, 4C, 5, and 6 of the
Fifth Addendum to Lease shall not apply to the Building 2015A
Expansion Space. Specifically, the Building 2015A Expansion Space
shall be subject to the terms and conditions of this Sixth Addendum
and, to the extent compatible and consistent with the provisions of
this Sixth Addendum, subject to Sections 1 through 31 of the Lease,
Sections 38, 43, 44, 45, 47, 48, and 49 of the Addendum to Lease,
Sections 2 through 13 of the Second Addendum to Office Building
Lease, Sections 3C, 4A, 4B, 4D, and 4E of the Fifth Addendum, and
the Rules and Regulations attached to the Lease, With respect to
the notice described in Section 48, Landlord provided such
notice regarding the potential lease of the Building 2015A
Expansion Space on August 2, 1995. Section 39 of the
Addendum to Lease shall no longer apply to any portion of the
Premises. The termination date for the Building 2015A Expansion
Space shall be the same as the Lease termination date for the
Existing Premises, which date is set forth in the Fifth Addendum at
Section 2, subject to extension under Section 4 of this
Sixth Addendum and subject to earlier termination as is possible
under other provisions of the Lease, such as Section 24 of the
Lease.
|
A6 - 4
|
|
i.
|
Tenant and
Landlord agree that they have had no dealings with any real estate
broker or agent in connection with the negotiation of this Sixth
Addendum excepting only Aguer Pipgras Associates, and they know of
no other real estate broker or agent who is entitled to a
commission in connection with this Sixth Addendum.
|
|
|
ii.
|
Landlord shall pay to Aguer
Pipgras Associates a broker’s fee equal to three percent
(3%) of the total rent for the Building 2015A Expansion Space
for the period prior to the Extension Period. One-half (
1 / 2 ) of said broker’s
fee hereunder shall be due and payable upon execution of this Sixth
Addendum, provided that Landlord is then assured that no rescission
under Section 47 of the Addendum to Lease can occur. The
balance of said broker’s fee shall be due and payable upon
January 15, 1998. If the Extension Option is effectively
exercised by Tenant, then Landlord shall pay to Aguer Pipgras
Associates, at the beginning of the Extension Period, three percent
(3%) of the total rent payable during the Extension Period for
that portion of the Premises as to which the Extension Option is
exercised as set forth in Section 4.B of the Fifth
Addendum.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Landlord
|
|
|
|
|
|
|
Aerojet-General Corporation,
an Ohio corporation
|
|
|
|
|
|
|
Dated:
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
Its:
|
|
|
|
|
|
|
|
|
|
|
|
|
Tenant
Foundation Health,
a California Health Plan,
a California corporation
|
|
|
|
|
|
|
Dated:
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
Its:
|
|
Joe E. Erway,
Vice President of Tenant’s parent company, duly authorized to
bind Tenant under this document.
|
A6 - 5
|
