<PAGE>
Exhibit 10.7
LEASE AGREEMENT
Dated
November 28, 2005
Between
APPLE TREE LLC
as "Landlord"
and
Synchronoss Technologies,
Inc.
as "Tenant"
in
REDMOND TOWN SQUARE
<PAGE>
STANDARD TERMS AND CONDITIONS
<TABLE>
<CAPTION>
Provision
Section
---------
-------
<S>
<C>
Lease Data and Exhibits
1
GENERAL TERMS AND CONDITIONS
Premises
2
Term
3
Rent
4
Security Deposit
5
Uses
6
Services & Utilities
7
Costs of Services & Utilities
8
Property Taxes
9
Tax on Rentals
10
Improvements
11
Alterations & Care of Premises
12
Acceptance of Premises
13
Special Improvements
14
Access
15
Damage or Destruction
16
Waiver of Subrogation
17
Indemnification & Insurance
18
Assignment & Subletting
19
Advertising
20
Liens & Insolvency
21
Defaults
22
Priority
23
Removal of Property
24
Nonwaiver
25
Surrender of Possession
26
Holdover
27
Condemnation
28
Notices
29
Costs & Attorney's Fees
30
Landlord's Liability
31
Estoppel Certificates
32
Transfer of Landlord's Interests
33
Right to Perform
34
Relocation of Premises
35
Parking
36
Execution of Lease by Landlord
37
General Provisions
38
</TABLE>
Signature Pages
Exhibit A - LEGAL DESCRIPTION OF LAND
Exhibit B - FLOOR PLAN OF PREMISES
Exhibit C - STANDARD TENANT IMPROVEMENTS
Exhibit D - RULE AND REGULATIONS
<PAGE>
LEASE AGREEMENT
THIS LEASE made this
28th day of November, 2005, between APPLE TREE LLC, A
LIMITED L1ABILTY CORPORATION formed under the laws of the State of
Washington,
("Landlord"), and Synchronoss Technologies, Inc., a Delaware
Corporation
("Tenant").
As
parties hereto, Landlord and Tenant hereby agree as follows:
1.
LEASE DATA AND EXHIBITS
(a) LEASED PREMISES. The leased premises (the "Premises") are
situated
on the real property as more particularly described in Exhibit A
attached hereto
(the "Land"), and consist of 1,959 RENTABLE SQUARE FEET located on
the THIRD
floor of the Building, as outlined on the floor plan attached
hereto as Exhibit
B. The address is 8201 164th Ave NE in Redmond, King County,
Washington (the
"Building"). The Premises shall include the Tenant improvements, if
any, set
forth and initialed in Exhibit C hereto.
(b) AGREED FLOOR AREAS. The Agreed Floor Area of the Premises is
1,959
rentable square feet and The Agreed Floor Area of the Building is
39,575
rentable square feet.
(c) LEASE TERM. The lease term shall be for 24 MONTHS, commencing
on
JANUARY 3,2006 and expiring on JANUARY 2, 2008 or such earlier or
later dates as
provided in Section 3 hereof.
(d) RENT. The rent shall be payable as described below in advance
on
or before the first day of each month without offset or deduction
at the offices
of Leibsohn & Company 11100 NE 8th Street Suite 800 Bellevue,
WA. 98004 or such
other place as the Landlord shall direct in writing.
Month 1-12
$ 2,938.50 per
month, NNN
Months 13-24 $ 3,101.75 per month, NNN
Tenant has deposited with Landlord on the date hereof $2,938.50
to be applied to the first monthly rental payment due
hereunder.
(e) SECURITY DEPOSIT. The security deposit shall be $3101.75 in
cash.
(f) PERMITTED USES. The Premises shall be used only for general
office
purposes and no other purpose or use without the written consent of
Landlord
("Permitted Uses").
(g) PARKING. Tenant shall have the right to park in the common
parking
areas on a ratio of 3.25 stalls for each 1,000 square feet of
usable space, in
common with all other Tenants in the Redmond Town Square
Building.
(h) BROKERS. Tenant was represented by GVA Kidder Mathews in
this
lease transaction and Landlord was represented in this lease
transaction by
Craig Levine of Washington Partners, Inc, licensed real estate
brokers. No other
finder or broker participated in this lease transaction or is
entitled to
compensation on account of this lease transaction.
1
<PAGE>
GENERAL TERMS AND CONDITIONS
2.
PREMISES. Landlord does hereby lease to Tenant, and Tenant does
hereby
lease from Landlord, upon the terms and conditions herein set
forth, the
Premises described in Section 1(a) hereof.
3.
TERM. The lease term shall be for the period stated in Section
1(c)
hereof. The lease term shall commence on the commencement date
specified in
Section 1(c)., if any, or on such earlier or later date as may be
specified by
written notice delivered by Landlord to Tenant advising Tenant that
the Premises
will be ready for occupancy and specifying the commencement date,
which shall
not be less than 7 days following the date of such notice;
provided, however,
that if this Lease is executed prior to substantial completion of
the Building
as described in Section 1(a) the commencement and termination dates
of this
Lease may at Landlord's sole option be extended by any period not
to exceed one
year from the date specified in Section 1(c) because of delays due
to
casualties, acts of God, acts of Tenant, strikes, shortages of
labor or
materials or other causes beyond the reasonable control of
Landlord. If Tenant
shall occupy the Premises prior to the date specified in Section
1(c) of this
Lease then the commencement date shall be the date of such
occupancy. Neither
Landlord nor any agent or employee of Landlord shall be liable for
any damage or
loss due to Landlord's inability or failure to deliver possession
of the
Premises to Tenant as provided herein.
4.
RENT. Tenant shall pay Landlord the monthly rent stated in Section
l(d)
hereof without demand, deduction or offset, payable in lawful money
of the
United States in advance on or before the day specified in Section
1(d) to
Landlord at the offices of Landlord or its building manager at the
place
specified in Section l(d), or to such other party or at such other
place as
Landlord may hereafter from time to time designate in writing.
Rental for any
partial month at the beginning or end of the lease terms shall be
prorated.
Notwithstanding anything in Section 8 hereof, the rent payable by
Tenant shall
in no event be less than the rent specified in Section l(d) of this
Lease.
5.
SECURITY DEPOSIT. As security for the full and faithful performance
of
every covenant or condition of this Lease to be performed by
Tenant, Tenant has
paid to Landlord the sum specified in Section 1(e) hereof, the
receipt of which
is hereby acknowledged. If Tenant shall breach or default with
respect to any
covenant or condition or this Lease, including but not limited to
the payment of
rent, Landlord may apply all or any part of such deposit to the
payment of any
sum in default or any damage suffered by Landlord as a result of
such breach or
default, or other sum which Landlord may be required to spend or
incur by reason
of Tenant's breach or default or any other sum which Landlord may
in its
reasonable discretion deem necessary to spend or incur by reason of
Tenant's
breach or default, and in such event, Tenant shall upon the
reasonable request
of Landlord deposit with Landlord the amount so applied so that
Landlord shall
have the full deposit on hand at all times during the term of this
Lease;
provided that such request is accompanied by a written accounting
of any sum
incurred or spent by Landlord for any such breach or default by
Tenant. Any
payment to Landlord from the security deposit shall not be
construed as a
payment of liquidation damages. If Tenant shall have fully complied
with all of
the covenants and conditions of this Lease, but not otherwise, such
sum shall be
repaid to Tenant with interest within 30 days after expiration or
sooner
termination of this Lease.
6. USES. The Premises
are to be used only for the uses specified in Section
1(f) hereof (the "Permitted Uses"), and for no other business or
purpose
without the written consent of Landlord. No act shall be done in or
about the
Premises that is unlawful or that would be reasonably expected to
increase the
existing rate of insurance on the Building. Tenant shall not commit
or allow to
be committed any waste upon the Premises, or any public or private
nuisance or
other act or thing which disturbs the quiet enjoyment of any other
tenant in the
Building. Tenant shall not, without the written consent of
Landlord, use any
apparatus, machinery or device in or about the Premises which will
cause any
substantial noise or vibration of any increase in the normal use of
electric
power. If any of Tenant's office machines and equipment should
disturb the quiet
enjoyment of any other tenant in the Building, the Tenant shall
provide adequate
insulation, or take such other action as may be necessary to
eliminate the
disturbance Tenant shall comply with all laws relating to its use
of the
Premises and shall observe such reasonable rules and regulations as
may be
adopted and published by Landlord from time to time for the safety,
care and
cleanliness of the Premises or the Building, and for the
preservation of good
order therein, including but not limited to any rules and
regulations attached
to this Lease. Landlord makes no representations regarding the
zoning of the
Building, or the legality of any particular use or uses of the
Premises.
7.
SERVICES AND UTILITIES. Landlord shall maintain the Premises and
the
public and common areas of the Building, such as lobbies, stairs,
corridors and
/or restrooms, in reasonably good order and condition except for
damage
occasioned by the act or omission of Tenant, the repair of which
damage shall be
paid by Tenant.
2
<PAGE>
Between 7:00 a.m. and 6:00 p.m., Monday through Friday and between
8:00
a.m. and 1:00 p.m., Saturday (excluding legal holidays), Landlord
shall furnish
the Premises with electricity for lighting and operation of low
power usage
office machines, water, heat and normal air conditioning, and
elevator service.
Landlord shall also provide light replacement service for
Landlord-furnished
light, toilet room supplies, window washing at reasonable
intervals, and
customary building janitorial service. No janitorial service shall
be provided
on Saturdays, Sundays or holidays. Tenant shall pay for after hours
HVAC at the
Landlord's cost which may be included in the monthly rent
The
landlord intends to take advantage of recycling programs offered
by
waste disposal or waste management providers. Tenant agrees to
cooperate with
the landlords recycling efforts which operation shall include the
following: (1)
placement of recycling receptacles, supplied by the landlord at
each employee's
workstation and other appropriate locations, (2) encouraging all
employees to
properly use the recycling receptacles and otherwise follow the
recycling plan,
(3) all other reasonable effort to permit the landlord full
participation in all
recycling programs.
Landlord shall not be liable for any loss, injury or damage to
property
caused by or resulting from any variation, interruption, or failure
of such
services due to any cause whatsoever or from failure to make any
repairs or
perform any maintenance, except for such variations, interruptions
or failures
caused by the gross negligence or willful misconduct of Landlord.
In the event
of such variation, interruption or failure, however, Landlord shall
use
reasonable diligence to restore such service. No temporary
interruption or
failure of such service incident to the making or repairs,
alterations or
improvements, or due to accident or strike, or condition or events
beyond
Landlord's reasonable control shall be deemed an eviction of Tenant
or relive
Tenant from any of Tenant's obligations hereunder.
Before installing any equipment in the Premises that generate more
than a
minimum amount of heat, Tenant shall obtain the written permission
of Landlord
and Landlord may refuse to grant such permission if the amount of
heat generated
would place an above average burden on the air-conditioning system
of the
Building unless Tenant shall agree to pay at Landlord's election:
(a) the costs
of Landlord for installation, operation and maintenance of
supplementary
air-conditioning units as necessitated by such equipment or (b) an
amount
determined by Landlord to cover the additional burden on the
existing
air-conditioning system generated by such Tenant equipment.
If
Tenant uses any equipment in the Premises requiring above average
power
usage (including but not limited to computers and data processing
equipment and
nonstandard office equipment), Tenant shall in advance, on the
first day of each
month during the lease term, pay Landlord as additional rent the
reasonable
amount estimated by Landlord as the cost of furnishing electricity
for the
operation of such equipment. The monthly rent stated in Section
l(d) hereof does
not include any amount to cover the cost of furnishing electricity
for such
purpose unless so stated therein.
Tenant shall pay prior to delinquency all personal property taxes
with
respect to all property of Tenant located on the Premises or the
Building and
shall provide promptly upon request of Landlord written proof of
such payment.
8. COSTS OF SERVICES AND UTILITIES. This is a "Net, Net, Net"
lease. In addition
to the rent provided in Section 1(d) of this Lease, Tenant shall be
responsible
for paying, as additional rent, its' share of the "operating costs"
of the
property. These rental charges shall be adjusted annually to
reflect changes in
Landlord's total cost of operating the Building. The adjustment
shall be made as
follows:
8.1
DEFINITIONS. As used herein, the following terms shall have the
following respective meanings unless the context otherwise
specifies or clearly
requires.
"Lease Year" shall mean a calendar year commencing January 1 and
ending
December 31.
"Operating Costs" shall mean all expenses paid or incurred by
Landlord for
maintaining, operating and repairing the Building (including the
parking
facilities), the Land, and the personal property used in
conjunction therewith,
including but not limited to all expenses paid or incurred by
Landlord for
Property Taxes, as defined in Section 9 below, electricity, water,
gas sewers,
refuse collection, telephone charges not chargeable to tenants and
similar
utilities service; the cost of supplies, janitorial and cleaning
services,
window washing, insurance, cost of services of independent
contractors, repair,
replacements, management fees, cost of compensation (including
employment taxes
and fringe benefits) of all persons who perform duties in
connection with such
Operating Costs and any other expense or charge which in accordance
with
generally accepted accounting and management principles would be
considered an
expense of maintaining, operating or repairing the Building.
"Actual Direct Costs" shall mean the actual expenses paid or
incurred by
Landlord for Operating Costs
3
<PAGE>
during any Lease Year of the term hereof.
"Actual Direct Costs Allocable to the Premises" shall mean the
same
proportion of the Actual Direct Costs as the Agreed Floor Area of
the Premises
bears to the Agreed Floor Area of the Building, as set forth in
Section 1 (b).
"Estimated Direct Costs Allocable to the Premises" shall mean
Landlord's
estimate of Actual Direct Costs Allocable to the Premises for the
following
Lease Year to be given by Landlord to Tenant pursuant to Section
8.3.
8.2
RENTAL ADJUSTMENT FOR ESTIMATED COSTS. Landlord shall furnish
Tenant a
written statement of Estimated Costs Allocable to the Premises for
each Lease
Year, and a calculation of rental adjustment as follows:
One-twelfth (1/12) of
the amount of the Estimated Direct Costs Allocable to the Premises
shall be
added to the monthly rent payable by Tenant under this Lease for
each month
during such Lease Year. If such Estimated Direct Costs Allocable to
the Premises
are furnished after the commencement of the Lease Year, Tenant
shall also make a
retroactive lump-sum payment, within fifteen (15) days, equal to
the amount of
such monthly excess multiplied by the number of months during the
Lease Year for
which no such adjustment was paid.
8.3
ACTUAL COSTS. After the close of each Lease Year during the
term
hereof, Landlord shall deliver to Tenant a written statement
setting forth the
Actual Direct Costs Allocable to the Premises during the preceding
Lease Year,
accompanied by a written accounting of such Actual Direct Costs
Allocable to the
Premises. If such costs for any Lease Year exceed the Estimated
Direct Costs
Allocable to the Premises paid by Tenant to Landlord pursuant to
Section 8.2 for
such Lease Year, Tenant shall pay the amount of such excess to
Landlord as
additional rental within 30 days after receipt of such statement by
Tenant. If
such statement shows such costs to be less than the amount paid by
Tenant to
Landlord pursuant to Section 8.2, then the amount of such
overpayment shall be
credited toward the next monthly rental payable by Tenant.
8.4
DETERMINATIONS. The determination of Actual Direct Costs Allocable
to
the Premises and Estimated Direct Costs Allocable to the Premises
shall be made
by the Landlord. Any amounts payable by Tenant pursuant to this
Section shall be
additional rent payable by Tenant hereunder and in the event of
nonpayment
thereof, Landlord shall have similar rights with respect to such
nonpayment as
it has with respect to such nonpayment as it has with respect to
any other
nonpayment of rent hereunder.
8.5
END OF TERM. If this Lease shall terminate on a day other than the
last
day of a Lease Year, the amount of any adjustment between Estimated
and Actual
Direct Costs Allocable to the Premises with respect to the Lease
Year in which
such termination occurs shall be prorated on the basis which the
number of days
from the commencement of such Lease Year to and including such
termination dated
bears to 365, and any amount payable by Landlord to Tenant or
Tenant to Landlord
with respect to such adjustment shall be payable within 30 days
after delivery
of the statement of Actual Direct Costs Allocable to the Premises
with respect
to such Lease Year.
9.
PROPERTY TAXES. "Property Taxes" shall mean all real property taxes
and
assessments and personal property taxes, charges and assessments
levied with
respect to the Land, the Building, any improvements, fixtures and
equipment, and
all other property of Landlord, real or personal, located in or on
the Building
and used in connection with the operation of the Building.
10.
TAX ON RENTALS. If any governmental authority shall in any manner
levy
a tax on rentals payable under this Lease or rentals accruing from
use of
property, or such a tax in any form against Landlord measured by
income derived
from the leasing or rental of the Building, such tax shall be paid
by Tenant
either directly or through Landlord; provided, however, that Tenant
shall not be
liable to pay any net income tax imposed on Landlord.
11.
IMPROVEMENTS, All standard or special Tenant improvements listed
on
Exhibit C hereto, or paid for by Landlord, shall at all times be
the property of
Landlord. Subject to Section 24 hereof, upon the expiration or
sooner
termination of this Lease, all improvements and additions to the
Premises made
by Tenant shall become the property of Landlord.
12.
ALTERATIONS AND CARE OF PREMISES. Tenant shall take good care of
the
Premises and shall promptly make all necessary repairs and
maintenance, except
those to be made by Landlord as provided herein.
Tenant shall, at the expiration or sooner termination of this
Lease,
surrender and deliver the Premises to Landlord in as good condition
as when
received by Tenant from Landlord or as thereafter improved,
reasonable use and
wear and damage by fire or other insured casualty excepted.
Tenant shall not make any alterations, additions or improvements in
or to
the Premises, or make changes to locks on doors, or add disturb or
in any way
change any floor covering, wall covering, fixtures,
4
<PAGE>
plumbing or wiring without first obtaining the written consent of
Landlord,
which consent shall not be unreasonably withheld. Tenant shall
deliver to
Landlord full and complete plans and specifications for any such
alteration,
addition or improvement.
Landlord does not and will not make any covenant or warranty,
express or
implied, that any such plans or specifications submitted by Tenant
are accurate,
complete or in any way suited for their intended purpose. Further,
Tenant shall
indemnify and hold Landlord harmless from any liability, claim or
suit,
including attorneys' fees, arising from any injury, damage, cost or
loss
sustained by persons or property as a result of any defect in
design, material
or workmanship related to work performed by or for or plans or
specifications
submitted by Tenant.
All
such work so done by Tenant shall be done in accordance with all
laws,
ordinances, and rules and regulations of any federal, state,
county, municipal
or other public authority and/or Board of Fire Underwriters. Tenant
expressly
covenants and agrees that no liens of Mechanics, materialmen,
laborers,
architects, artisans, contractors, subcontractors, or any other
lien of any kind
whatsoever shall be created against or imposed upon the Premises,
the Land or
the Building, and that in the event any such claims or liens of any
kind
whatsoever shall be asserted or filed by any persons, firms or
corporations
performing labor or furnishing material in connection with such
work, Tenant
shall pay off or cause the same to be discharged of record or
bonded within 10
days of notification thereof. All alternations, improvements, or
changes made by
Tenant to the Premises shall become the property of Landlord and
shall remain
upon and be surrendered with the Premises upon the termination of
this Lease.
Tenant acknowledges and agrees that a material condition to the
granting of
approval of Landlord to any alterations and/or improvements and/or
repairs
required under this Lease or desired by Tenant is that the
contractors who
perform such work shall carry a Comprehensive Liability Policy
covering both
bodily injury, in the amount of $100,000 per person and $300,000
aggregate, and
property damages, in the amount of $300,000, at Tenant's expense.
Landlord may
require proof of such insurance coverage from each contractor at
the time of
submission of Tenant's request for Landlord's consent to commence
work.
All
damage or injury done to the Building or the Premises or any
appurtenances to either by Tenant, or by Tenant's agents, invitees,
licensees,
or employees, or by any other persons who may be in the Building or
upon the
Premises with the consent of Tenant, including the cracking or
breaking of glass
of any windows and doors, shall be paid for by Tenant. Tenant shall
not put
curtains, draperies or other hangings on or beside the windows in
the Premises
or place any furniture on the patios, if any, without first
obtaining Landlord's
consent. All normal repairs necessary to maintain the Premises in a
tenantable
condition shall be done by or under the direction of Landlord and
at Landlord's
expense except as otherwise provided herein. Tenant shall promptly
notify
Landlord of any damage to the Premises requiring repair. Landlord
shall be the
sole judge as to what repairs are necessary.
13.
ACCEPTANCE OF PREMISES. If this Lease shall be entered into prior
to
the completion of construction of the Building or Tenant
improvements in the
Premises to be occupied by Tenant, the acceptance of the Premises
by Tenant
shall be deferred until 5 days after Tenant's receipt of a written
notice by
Landlord to Tenant of the completion of such construction. Tenant
shall within 5
days after receipt of such notice make such inspection of the
Premises as Tenant
deems appropriate and, except as otherwise notified by Tenant in
writing to
Landlord within such period, Tenant shall be deemed to have
accepted the
Premises in their then condition. If as a result of such inspection
Tenant
discovers minor deviations or variations from the plans and
specifications for
Tenant improvements of a nature commonly found on a "punch list"
(as that term
is used in the construction industry), Landlord shall promptly
correct such
deviations and variations upon receipt of such notice from Tenant.
The existence
of such punch list items shall not postpone the commencement date
of this Lease.
14.
SPECIAL IMPROVEMENTS. Tenant shall reimburse Landlord for
Landlord's
cost of making all special improvements requested by Tenant,
including but not
limited to counters, partitioning, electrical and telephone outlets
and plumbing
connections other than as described on Exhibit C or other
attachment hereto
being furnished by Landlord. Tenant shall pay Landlord for the cost
of any such
special improvements made within 10 days of receipt of a written
request
therefor by Landlord to Tenant.
15.
ACCESS. Tenant shall permit Landlord and its agents to enter into
and
upon the Premises at all reasonable times for the purpose of
inspecting the same
or for the purpose of cleaning, repairing, altering or improving
the Premises or
the Building. Nothing contained in this Section 15 shall be deemed
to impose any
obligation upon Landlord not expressly stated elsewhere in this
Lease. When
reasonably necessary, Landlord may temporarily close entrances,
doors,
corridors, elevators or other facilities without liability to
Tenant by reason
of such closure and without such action by Landlord being construed
as an
eviction of Tenant or may relieve Tenant from the duty of observing
and
performing any of the provisions of this Lease. Landlord shall have
the right to
enter the Premises for the purpose of showing the Premises to
prospective
tenants within 180
5
<PAGE>
days prior to the expiration or sooner termination of the lease
term. Landlord
shall not be liable for the consequences of admitting by passkey,
or refusing to
admit to the Premises, Tenant or any of Tenant's agents or
employees or other
persons claiming the right of admittance.
16. DAMAGE OR DESTRUCTION. If the Premises shall be destroyed or
rendered
untenantable, either wholly or in part, by fire or other
unavoidable casualty,
Landlord may, at its option, either (a) terminate this Lease as
provided herein
or (b) restore the Premises to their previous condition, and in the
meantime the
monthly rent shall be abated in the same proportion as the
untenantable portion
of the Premises bears to the whole thereof. Unless Landlord, within
30 days
after receipt from Tenant of notice that Tenant deems the Premises
untenantable,
shall notify Tenant of its election not to restore the Premises and
to terminate
this Lease, this Lease shall continue in full force and effect. If
the damage is
due directly or indirectly to the fault or neglect of Tenant, or
its officers,
contractors, licensees, agents, servants, employees, guests,
invitees or
visitors, there shall be no abatement of rent.
If
the Building or the Premises shall be destroyed or damaged by fire
or
other casualty insured against under Landlord's fire and extended
coverage
insurance policy to the extent more than 50% of either is rendered
untenantable,
or if the Building or the Premises shall be destroyed or materially
damaged by
any other casualty other than those covered by such insurance
policy,
notwithstanding that the Premises may be unaffected directly by
such destruction
or damage, Landlord may, at its election terminate this Lease by
notice in
writing to Tenant within 60 days after such destruction or damage.
Such notice
shall be effective 30 days after receipt thereof by Tenant.
Landlord shall not
be required to repair or restore fixtures, improvements, or other
property of
Tenant.
17. WAIVER OF SUBROGATION. Whether the loss or damage is due to the
negligence
of either Landlord or Tenant, their agents or employees, or any
other cause,
Landlord and Tenant do each herewith and hereby release and relieve
the other
and any other tenant, its agents or employees, from responsibility
for, and
waive their entire claim of recovery for, (a) any loss or damage to
the real or
personal property of either located anywhere in the Building
including the
Building itself, arising out of or incident to the occurrence of
any of the
perils which are covered by their respective fire insurance
policies, with
extended coverage endorsements or (b) any loss resulting from
business
interruption at the Premises or loss of rental income from the
Building, arising
out of or incident to the occurrence of any of the perils which may
be covered
by the business interruption insurance policy and by the loss of
rental income
insurance policy held by Landlord or Tenant. Each party shall cause
its
insurance carriers to consent to such waiver and to waive all
rights of
subrogation against the other party.
18. INDEMNIFICATION AND INSURANCE.
18.1 INDEMNIFICATION. Each of Landlord and tenant shall defend
and
indemnify the other and save it harmless from and against any and
all liability,
damages, costs, or expenses, including attorneys' fees, arising
from any act,
omission or negligence of or its officers, contractors, licensees,
agents,
servants, employees, guests, invitees or visitors in or about the
Premises, or
arising from any breach or default under this Lease by such party
or arising
from any accident, injury, or damage, howsoever and by whomever
caused by any
person or property, occurring in or about the Premises provided
that the
foregoing provision shall not be construed to make either the
Tenant or the
Landlord responsible for loss, damage, liability or expense
resulting from
injuries to third parties caused by the negligence of the other
party, or its
officers, contractors, licensees, agents, servants, employees,
guests, invitees
or visitors.
Except as caused by the gross negligence or willful misconduct of
Landlord,
Landlord shall not be liable for any loss or damage to person or
property
sustained by Tenant, or other persons, which may be caused by the
Building or
the Premises, or any appurtenance thereto, being out of repair, or
the bursting
or leakage of any water, gas, sewer or steam pipe, or by theft, or
by any act or
neglect of any tenant or occupant of the Building, or of any other
person, or by
any other cause of whatsoever nature. Tenant agrees to use and
occupy the
Premises and other facilities of the Building at its own risk and
hereby
releases Landlord, its agents and employees from all claims for any
damage or
injury to the fullest extent permitted by law, except to the extent
that such
claims for damage or injury are caused by the gross negligence or
willful
misconduct of Landlord.
18.2 INSURANCE.
(a) Tenant shall, throughout the term of this Lease and any
renewal hereof, at its own expense, keep and maintain in full force
and effect:
(i) Commercial general liability insurance with coverage at
least as broad as the most commonly available ISO Commercial
General Liability
policy CG 00 01, with limits of liability no less than Two Million
Dollars
($2,000,000) per occurrence limit, Two Million Dollars ($2,000,000)
general
aggregate
6
<PAGE>
limit; including contractual; which limits shall be reasonably
increased during
the term of this Lease at Landlord's request to reflect both
increases in
liability exposure arising from inflation as well as arising from
changing legal
liability standards, and which policy names Landlord and, at
Landlord's request,
Landlord's mortgage lender(s) as additional insureds; and
(ii) Property insurance at least as broad as an ISO Special
Form Causes of Loss policy, CP 0030, covering all real and personal
property of
Tenant, including without limitation any leasehold im
