EXHIBIT 10.66
OFFICE BUILDING
LEASE
1. PARTIES . This Lease,
dated, for reference purposes only, July 13 , 19
95 , is made by and between Aerojet–General
Corporation, an Ohio corporation (herein called
“Landlord”) and Foundation Health, a California
Health Plan, a California corporation (herein called
“Tenant”).
See Addendum, Paragraph
35
Said Lease is subject to the terms,
covenants, and conditions herein set forth and the Tenant covenants
as a material part of the consideration for this Lease to keep and
perform each and all of said terms, covenants and conditions by it
to be kept and performed and that this Lease is made upon the
condition of said performance.
2. TERM . The term of this
Lease shall be for two (2) years and one
(1) month commencing on the 1st day of
September, 1995, and ending on the 30th day of
September , 19 97 . See Addendum, Paragraph
37
3. POSSESSION . See Addendum,
Paragraph 37
3.a. If the Landlord, for any reason
whatsoever, cannot deliver possession of the said Premises to the
Tenant at the commencement of the term hereof, this Lease shall not
be void or voidable, nor shall Landlord be liable to Tenant for any
loss or damage resulting therefrom.
3.b. In the event that Landlord
shall permit Tenant to occupy the Premises prior to the
commencement date of the term, such occupancy shall be subject to
all the provisions of this Lease. Said early possession shall not
advance the termination date hereinabove provided.
4. RENT . Tenant agrees to
pay to Landlord as rental, without prior notice or demand, for the
Premises the sum of: one dollar ($1.00) per rentable square foot
of the premises, as determined in accordance with BOMA standards,
per month , on or before the first day of the first full
calendar month of the term hereof and a like sum on or before the
first day of each and every successive calendar month thereafter
during the term hereof, except that the first month’s rent
shall be paid upon the execution hereof. Rent for any period during
the term hereof which is for less than one (1) month shall be
a prorated portion of the monthly installment herein based upon a
thirty (30) day month. Said rental shall be paid to Landlord,
without deduction or offset in lawful money of the United States of
America, which shall be legal tender at the time of payment at the
Office of the Building, or to such other person or at such other
place as Landlord may from time to time designate in
writing.
See Addendum, Paragraph
38.
5. USE . Tenant shall use the
Premises for general office purposes and shall not use or permit
the Premises to be used for any other purpose without the prior
written consent of Landlord.
Tenant shall not do, or permit
anything to be done in or about the Premises nor bring or keep
anything therein which will in any way increase the existing rate
of or affect any fire or other insurance upon the Building or any
of its contents, or cause cancellation of any insurance policy
covering said Building or any part thereof or any of its contents.
Tenant shall not do or permit anything to be done in or about the
Premises which will in any way obstruct or interfere with the
rights of other tenants or occupants of the Building or injure or
annoy them or use or allow the Premises to be used for any
improper, immoral, unlawful or objectionable purpose, nor shall
Tenant cause, maintain or permit any nuisance in, on or about the
Premises. Tenant shall not commit or suffer to be committed any
waste in or upon the Premises.
PAGE 1 - OFF. BLDG
6. COMPLIANCE WITH LAW . Tenant shall not
use the Premises or permit anything to be done in or about the
Premises which will in any way conflict with any law, statute,
ordinance or governmental rule or regulation now in force or which
may hereafter be enacted or promulgated. Tenant shall, at its sole
cost and expense, promptly comply with all laws, statutes,
ordinances and governmental rules, regulations or requirements now
in force or which may hereafter be in force, and with the
requirements of any board of fire insurance underwriters or other
similar bodies now or hereafter constituted, relating to, or
affecting the condition use or occupancy of the Premises excluding
structural changes not related to or affected by Tenant’s
improvements or acts. The judgment of any court of competent
jurisdiction or the admission of Tenant in any action against
Tenant, whether Landlord be a party thereto, or not, that Tenant
has violated any law, statute, ordinance or governmental rule,
regulation or requirement, shall be conclusive of that fact as
between the Landlord and Tenant.
7. ALTERATIONS AND ADDITIONS
. Tenant shall not make or suffer to be made any alterations,
additions or improvements to or of the Premises or any part thereof
without the written consent of Landlord first had and obtained and
any alterations, additions or improvements to or of said Premises,
including, but not limited to, wall covering, paneling and built-in
cabinet work, but excepting movable furniture and trade fixtures,
shall on the expiration of the term become a part of the realty and
belong to the Landlord and shall be surrendered with the Premises.
In the event Landlord consents to the making of any alterations,
additions or improvements to the Premises by Tenant, the same shall
be made by Tenant at Tenant’s sole cost and expense and any
contractor or person selected by Tenant to make the same must first
be approved of in writing by the Landlord. Upon the expiration or
sooner termination of the term hereof, Tenant shall, upon written
demand by Landlord, given at least thirty (30) days prior to
the end of the term, at Tenant’s sole cost and expense,
forthwith and with all due diligence remove any alterations,
additions or improvements made by Tenant, designated by Landlord to
be removed, and Tenant shall, forthwith and with all due diligence
at its sole cost and expense, repair any damage to the Premises
caused by such removal.
8. REPAIRS .
8.a. By taking possession of the
Premises, Tenant shall be deemed to have accepted the Premises as
being in good, sanitary order, condition and repair. Tenant shall,
at Tenant’s sole cost and expense, keep the Premises and
every part thereof in good condition and repair, damage thereto
from causes beyond the reasonable control of Tenant and ordinary
wear and tear excepted. Tenant shall upon the expiration or sooner
termination of this Lease surrender the Premises to the Landlord in
good condition, ordinary wear and tear and damage from causes
beyond the reasonable control of Tenant excepted. Except as
specifically provided in an addendum, if any, to this Lease,
Landlord shall have no obligation whatsoever to alter, remodel,
improve, repair, decorate or paint the Premises or any part thereof
and the parties hereto affirm that Landlord has made no
representations to Tenant respecting the condition of the Premises
or the Building except as specifically herein set forth.
8.b. Notwithstanding the provisions
of Article 8.a. hereinabove, Landlord shall repair and maintain the
structural portions of the Building, including the roof, foundation
and walls, and basic plumbing, air conditioning, heating, and
electrical systems, installed or furnished by Landlord, unless such
maintenance and repairs are caused in part or in whole by the act,
neglect, fault or omission of any duty by the Tenant, its agents,
servants, employees or invitees, in which case Tenant shall pay to
Landlord the reasonable cost of such maintenance and repairs.
Landlord shall not be liable for any failure to make any such
repairs or to perform any maintenance unless such failure shall
persist for an unreasonable time after written notice of the need
of such repairs or maintenance is given to Landlord by Tenant.
Except as provided in Article 18 hereof, there shall be no
abatement of rent and no liability of Landlord by reason or any
injury to or interference with Tenant’s business arising from
the making of any repairs, alterations or improvements in or to any
portion of the Building or the Premises or in or to fixtures,
appurtenances and equipment therein. Tenant waives the right to
make repairs at Landlord’s expense under any law, statute or
ordinance now or hereafter in effect.
9. LIENS . Tenant shall keep
the Premises and the property in which the Premises are situated
free from any liens arising out of any work performed, materials
furnished or obligations incurred by Tenant. Landlord may require,
at Landlord’s sole option, that Tenant shall provide to
Landlord, at Tenant’s sole cost and expense, a
lien
PAGE 2 - OFF. BLDG
and completion bond
in an amount equal to one and one-half (1 1
/
2 ) times, any and all
estimated cost of any improvements, additions, or alterations in
the Premises, to insure Landlord against any liability for
mechanics’ and materialmen’s liens and to insure
completion of the work.
10. ASSIGNMENT AND SUBLETTING
. Tenant shall not either voluntarily or by operation of law,
assign, transfer, mortgage, pledge, hypothecate or encumber this
Lease or any interest therein, and shall not sublet the said
Premises or any part thereof, or any right or privilege appurtenant
thereto, or suffer any other person (the employees, agents,
servants and invitees of Tenant excepted) to occupy or use the said
Premises, or any portion thereof.
11. SUBROGATION . As long as
both their respective insurers so permit, Landlord and Tenant
hereby mutually waive their respective rights of recovery against
each other for any loss insured by fire, extended coverage and
other property insurance policies existing for the benefit of the
respective parties. Each party shall obtain any special
endorsements, if required by their insurer to evidence compliance
with the aforementioned waiver.
12. LIABILITY INSURANCE .
Tenant shall, at Tenant’s expense, obtain and keep in force
during the term of this Lease a policy of comprehensive public
liability insurance insuring Landlord and Tenant against any
liability arising out of the ownership, use, occupancy or
maintenance of the Premises and all areas appurtenant thereto. The
limit of said insurance shall not, however, limit the liability of
the Tenant hereunder. Tenant may carry said insurance under a
blanket policy, providing, however, said insurance by Tenant shall
have a Landlord’s protective liability endorsement attached
thereto. If Tenant shall fail to procure and maintain said
insurance, Landlord may, but shall not be required to, procure and
maintain same, but at the expense of Tenant. Insurance required
hereunder, shall be in companies rated A+ AAA or better in
“Best’s Insurance Guide”. Tenant shall deliver to
Landlord prior to occupancy of the Premises copies of policies of
liability insurance required herein or certificates evidencing the
existence and amounts of such insurance with loss payable clauses
satisfactory to Landlord. No policy shall be cancellable or subject
to reduction of coverage except after ten (10) days’
prior written notice to Landlord.
13. SERVICES AND UTILITIES .
Provided that Tenant is not in default hereunder Landlord agrees to
furnish to the Premises from 6:00 a.m. to 6:00 p.m. Monday through
Friday and 8:00 a.m. to 1:00 p.m. on Saturday and at such other
times as Tenant may request subject to the rules and regulations of
the Building of which the Premises are a part, electricity for
normal lighting and fractional horsepower office machines, heat and
air conditioning required in Landlord’s judgment for the
comfortable use and occupation of the Premises, and janitorial
service. Landlord shall also maintain and keep lighted the common
stairs, common entries and toilet rooms in the Building of which
the Premises are a part and that portion of the parking lot
containing spaces allocated to Tenant. Landlord shall not be liable
for, and Tenant shall not be entitled to, any reduction of rental
by reason of Landlord’s failure to furnish any of the
foregoing when such failure is caused by accident, breakage,
repairs, strikes, lockouts or other labor disturbances or labor
disputes of any character, or by any other cause, similar or
dissimilar, beyond the reasonable control of Landlord. Landlord
shall not be liable under any circumstances for a loss of or injury
to property, however occurring, through or in connection with or
incidental to failure to furnish any of the foregoing. Wherever
heat generating machines or equipment are used in the Premises
which affect the temperature otherwise maintained by the air
conditioning system, Landlord reserves the right to install
supplementary air conditioning units in the Premises and the cost
thereof, including the cost of installation, and the cost of
operation and maintenance thereof shall be paid by Tenant to
Landlord upon demand by Landlord.
Tenant will not, without written
consent of Landlord, use any apparatus or device in the Premises,
including, but without limitation thereto, electronic data
processing machines, punch card machines, and machines using in
excess of 120 volts, which will in any way increase the amount of
electricity usually furnished or supplied for the use of the
Premises as general office space; nor connect with electric current
except through existing electrical outlets in the Premises, any
apparatus or device, for the purpose of using electric currant. If
Tenant shall require water or electric current in excess of that
usually furnished or supplied for the use of the Premises as
general office space, Tenant shall first procure the written
consent of Landlord, which Landlord may refuse, to the use thereof
and Landlord may cause a water meter or electrical current meter to
be installed in the Premises, so as to measure the amount of water
and electric current consumed for any such use. The cost of any
such meters and of installation, maintenance and repair thereof
shall be paid for by the Tenant and Tenant agrees to pay to
Landlord promptly upon demand therefor by Landlord for all such
water and electric current consumed as shown by said meters, at the
rates charged for such services by the local public utility
furnishing the same, plus any additional expense incurred in
keeping account of the water and electric current so consumed. If a
separate meter is not installed, such excess cost for such water
and electric current will be established by an estimate made by a
utility company or electrical engineer.
PAGE 3 - OFF. BLDG
14. PROPERTY TAXES . Tenant shall pay, or
cause to be paid, before delinquency, any and all taxes levied or
assessed and which become payable during the term hereof upon all
Tenant’s leasehold improvements, equipment, furniture,
fixtures and personal property located in the Premises; except that
which has been paid for by Landlord, and is the standard of the
Building. In the event any or all of the Tenant’s leasehold
improvements, equipment, furniture, fixtures and personal property
shall be assessed and taxed with the Building, Tenant shall pay to
Landlord its share of such taxes within ten (10) days after
delivery to Tenant by Landlord of a statement in writing setting
forth the amount of such taxes applicable to Tenant’s
property.
15. RULES AND REGULATIONS .
Tenant shall faithfully observe and comply with the rules and
regulations that Landlord shall from time to time promulgate and
which are attached hereto. Landlord reserves the right from time to
time to make all reasonable modifications to said rules. The
additions and modifications to those rules shall be binding upon
Tenant upon delivery of a copy of them to Tenant. Landlord shall
not be responsible to Tenant for the nonperformance of any said
rules by any other tenants or occupants.
16. HOLDING OVER . If Tenant
remains in possession of the Premises or any part thereof after the
expiration of the term hereof, with the consent of Landlord, such
occupancy shall be a tenancy from month to month at a rental in the
amount of the last monthly rental, plus all other charges payable
hereunder, and upon all the terms hereof applicable to a month to
month tenancy.
17. ENTRY BY LANDLORD .
Landlord reserves and shall at any and all times have the right to
enter the Premises, inspect the same, supply janitorial service and
any other service to be provided by Landlord to Tenant hereunder,
to submit said Premises to prospective purchasers or tenants, to
post notices of non-responsibility, and to alter, improve or repair
the Premises and any portion of the Building of which the Premises
are a part that Landlord may deem necessary or desirable, without
abatement of rent and may for that purpose erect scaffolding and
other necessary structures where reasonably required by the
character of the work to be performed, always providing that the
entrance to the Premises shall not be blocked thereby, and further
providing that the business of the Tenant shall not be interfered
with unreasonably. Tenant hereby waives any claim for damages or
for any injury or inconvenience to or interference with
Tenant’s business, any loss of occupancy or quiet enjoyment
of the Premises, and any other loss occasioned thereby. For each of
the aforesaid purposes, Landlord shall at all times have and retain
a key with which to unlock all of the doors in, upon and about the
Premises, excluding Tenant’s vaults, safes and files, and
Landlord shall have the right to use any and all means which
Landlord may deem proper to open said doors in an emergency, in
order to obtain entry to the Premises without liability to Tenant
except for any failure to exercise due care for Tenant’s
property. Any entry to the Premises obtained by Landlord by any of
said means, or otherwise shall not under any circumstances be
construed or deemed to be a forceable or unlawful entry into, or a
detainer of, the Premises, or an eviction of Tenant from the
Premises or any portion thereof.
18. RECONSTRUCTION . In the
event the Premises or the Building of which the Premises are a part
are damaged by fire or other perils covered by fire and extended
coverage insurance, Landlord agrees to forthwith repair the same;
and this Lease shall remain in full force and effect, except that
Tenant shall be entitled to a proportionate reduction of the rent
while such repairs are being made, such proportionate reduction to
be based upon the extent to which the making of such repairs shall
materially interfere with the business carried on by the Tenant in
the Premises. If the damage is due to the fault or neglect of
Tenant or its employees, there shall be no abatement of
rent.
In the event the Premises or the
Building of which the Premises are a part are damaged as a result
of any cause other than the perils covered by fire and extended
coverage insurance, then Landlord shall forthwith repair the same,
provided the extent of the destruction be less than ten
(10%) per cent of the then full replacement cost of the
Premises or the Building of which the Premises are a part. In the
event the destruction of the Premises or the Building is to an
extent greater then ten (10%) per cent of the full replacement
cost, then Landlord shall have the option: (1) to repair or
restore suc
