STANDARD OFFICE LEASE

Exhibit 10.29

 

STANDARD OFFICE LEASE

BY AND BETWEEN

KROEZE KONCEPTS, INC.,

a California corporation

AS LANDLORD,

AND

MEDICINE MADE EASY,

a California corporation AS TENANT

SUITE 170 and 180

HAMILTON CORPORATE CENTER

Located at 19300 South Hamilton Avenue, Gardena, California 90248

STANDARD OFFICE LEASE

This Standard Office Lease (“ Lease ”) is made and entered into as of this 23 ^rd day of August, 2005, by and between KROEZE KONCEPTS, INC., a California corporation (“ Landlord ”), and MEDICINE MADE EASY, a California corporation (“ Tenant ”).

Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises described as Suite Nos. 170 and 180 on the first floor, as designated on the plan attached hereto and incorporated herein as Exhibit “A” (“ Premises ”), which is part of the project (“ Project ”) now known as HAMILTON CORPORATE CENTER whose address is 19300 South Hamilton Avenue, Gardena, California 90248, for the Term and upon the terms and conditions hereinafter set forth, and Landlord and Tenant hereby agree as follows:

ARTICLE 1

BASIC LEASE PROVISIONS

 

 

 

 

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ARTICLE 2

TERM/PREMISES

2.1 Term/Premises . The Term of this Lease shall commence on the Commencement Date as set forth in Article 1.A. of the Basic Lease Provisions and shall end on the Expiration Date set forth in Article 1.A. of the Basic Lease Provisions. For purposes of this Lease, the term “ Lease Year ” shall mean each consecutive twelve (12) month period during the Lease Term, with the first Lease Year commencing on the Commencement Date; however, (a) if the Commencement Date falls on a day other than the first day of a calendar month, the first Lease Year shall end on the last day of the eleventh (11th) month after the Commencement Date and the second (2nd) and each succeeding Lease Year shall commence on the first day of the next calendar month, and (b) the last Lease Year shall end on the Expiration Date. Notwithstanding any term in this Lease to the contrary, in the event the construction of the Premises as outlined in Tenant Work Letter is not substantially completed on or before February 1, 2006 (such date to be extended to the extent of any “Tenant Delay,” as defined in Section 4.2 of the Tenant Work Letter), then in such event Tenant may, at its option, cancel this Lease without any penalty or obligation to pay rent and the security deposit and first months rent shall be returned in full to Tenant Said option to cancel is not subject to any other notice, cure or force majeure provision provided for in this Lease. Subject to Section 2.3, Landlord and Tenant hereby stipulate that the Premises contains the number of square feet specified in Article 1.B. of the Basic Lease Provisions. Landlord may deliver to Tenant a Commencement Letter in a form substantially similar to that attached hereto as Exhibit “C”, which Tenant shall execute and return to Landlord within five (5) days of receipt thereof. Failure of Tenant to timely execute and deliver the Commencement Letter shall constitute an acknowledgment by Tenant that the statements included in such notice are true and correct, without exception.

2.2 Option to Extend the Term .

(i) Option Right . Landlord hereby grants the Tenant named in this Lease (the “ Original Tenant ”) one (1) option (the “ Option ”) to extend the Lease Term for the entire Premises for a period of five (5) years (the “ Option Term ”), which option shall be exercisable only by written notice delivered by Tenant to Landlord set forth below. The right contained in this Section 2.2 shall be personal to the Original Tenant or an “Affiliate” (as defined in Article 15 below) only and may only be exercised by the Original Tenant or an Affiliate (and not any other assignee, sublessee or other transferee of the Original Tenant’s interest in this Lease) if the Original Tenant or an Affiliate occupies at least fifty percent (50%) of the entire Premises as of the date of Tenant’s Acceptance (as defined in Section 2.2(iii) below).

(ii) Option Rent . The rent payable by Tenant during the Option Term (“ Option Rent ”) shall be equal to the “Market Rent” (defined below). “ Market Rent ” shall mean the applicable monthly Basic Rental, including all escalations, Direct Costs, additional rent and other charges at which tenants, as of the time of Landlord’s “Option Rent Notice” (as defined below), are entering into leases for non-sublease, non-encumbered, space comparable in size, location and quality to the Premises in renewal transactions for a term comparable to the Option Term which comparable space is located in the Project and in other office buildings comparable in age, appearance and quality of construction to the Project in the vicinity of the Project in the “190 ^th Street Corridor,” taking into consideration any applicable concessions including, without limitation, any free rent and any improvement allowances, with reference to the value of the existing improvements in the Premises to Tenant, as compared to the value of the existing improvements in such comparable space, with such value to be based upon the age, quality and layout of the improvements and the extent to which the same could be utilized by Tenant with consideration given to the fact that the improvements existing in the Premises are specifically suitable to Tenant.

(iii) Exercise of Options . The Options shall be exercised by Tenant only in the following manner: (i) Tenant shall not be in uncured, material default on the delivery date of the Interest Notice and Tenant’s Acceptance; (ii) Tenant shall deliver written notice (“ Interest Notice ”) to Landlord not more than nine (9) months nor less than six (6) months prior to the expiration of the Lease Term (or the first Option Term, as applicable), stating that Tenant is interested in exercising the Option, (iii) within thirty (30) days of Landlord’s receipt of Tenant’s written notice, Landlord shall deliver notice (“ Option Rent Notice ”) to Tenant setting forth the Option Rent; and (iv) if Tenant desires to exercise such Option, Tenant shall provide Landlord written notice within five (5) business days after receipt of the Option Rent Notice (“ Tenant’s Acceptance ”) and upon,

 

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and concurrent with such exercise, Tenant may, at its option, object to the Option Rent contained in the Option Rent Notice. Tenant’s failure to deliver the Interest Notice or Tenant’s Acceptance on or before the dates specified above shall be deemed to constitute Tenant’s election not to exercise the Option. If Tenant timely and properly exercises its Option, the Lease Term (or the first Option Term, as applicable) shall be extended for the Option Term upon all of the terms and conditions set forth in this Lease, except that the Rent for the applicable Option Term shall be as indicated hi the Option Rent Notice (or as specified in subsection “iv” below if Tenant timely and appropriately objects to the Market Rent in Tenant’s Acceptance).

(iv) Determination of Market Rent . If Tenant timely and appropriately objects to the Market Rent in Tenant’s Acceptance, Landlord and Tenant shall attempt to agree upon the Market Rent using their best good-faith efforts. If Landlord and Tenant fail to reach agreement within twenty-one (21) days following Tenant’s Acceptance (“ Outside Agreement Date ”), then each party shall make a separate determination of the Market Rent which shall be submitted to each other and to arbitration in accordance with the following items (1) through (7):

(1) Landlord and Tenant shall each appoint, within ten (10) days of the Outside Agreement Date, one neutral arbitrator who shall by profession be a current independent real estate broker of commercial properties in the immediate vicinity of the Project, and who has been active in such field over the last five (5) years. The determination of the arbitrators shall be limited solely to the issue of whether Landlord’s or Tenant’s submitted Market Rent is the closest to the actual Market Rent as determined by the arbitrators, taking into account the requirements of item (ii), above.

(2) The two arbitrators so appointed shall within five (5) business days of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two arbitrators.

(3) The three arbitrators shall within fifteen (15) days of the appointment of the third arbitrator reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted Market Rent, and shall notify Landlord and Tenant thereof.

(4) The decision of the majority of the three arbitrators shall be binding upon Landlord and Tenant.

(5) If either Landlord or Tenant fails to appoint an arbitrator within ten (10) days after the applicable Outside Agreement Date, the arbitrator appointed by one of them shall reach a decision, notify Landlord and Tenant thereof, and such arbitrator’s decision shall be binding upon Landlord and Tenant.

(6) If the two arbitrators fail to agree upon and appoint a third arbitrator, or both parties fail to appoint an arbitrator, then the appointment of the third arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be forthwith submitted to arbitration under the provisions of the American Arbitration Association, but subject to the instruction set forth in this item (d).

(7) The cost of arbitration shall be paid by Landlord and Tenant equally.

2.3 Remeasurement Right . The usable area of the Premises shall be determined in accordance with the standards set forth in ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association (the “ BOMA Standard ”). The rentable square footage of the Premises shall be equal to the product of (i) the usable square footage of the Premises measured pursuant to the BOMA Standard, and (ii) 1.13. Landlord and Tenant shall each have the right, upon notice (the “ Remeasurement Notice ”) delivered to the other party within sixty (60) days following the Commencement Date to remeasure the usable square footage of the Premises in accordance with the BOMA Standard. In the event that such remeasurement indicates that the usable square footage measurement set forth in this Lease is in excess of or lower than the usable square footage number which would have resulted had the BOMA Standard been properly utilized, any payments due either party (or other rights between Landlord and Tenant) based upon the amount of rentable and usable square feet contained in the Premises (including, without limitation, the Basic Rental, Tenant’s Proportionate Share, and the Security Deposit amount) shall be proportionally, retroactively and prospectively reduced or increased, as appropriate, to reflect the actual number of rentable and usable square feet as properly derived from the remeasured useable square footage under the BOMA Standard. If either party disagrees with the other party’s remeasurement and if a dispute occurs regarding the final accuracy of the usable square footage measurement of the Premises in accordance with the BOMA Standard, such dispute will be conclusively resolved by an architect selected by Landlord and approved by Tenant, in Tenant’s reasonable discretion. In the event that a Remeasurement Notice is not timely delivered in accordance with the terms of this paragraph, the square footage of the Premises shall not be subject to remeasurement, and the rentable and useable square footage set forth in Article 1.B above shall be binding and conclusive.

2.4 Right of First Refusal . Tenant shall have a one-time right of first refusal with respect to Suite 290 on the second floor of the Project (the “ First Refusal Space ”) upon the terms and conditions set forth in this Section 2.4.

 

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(i) Method of Exercise . Landlord shall notify Tenant in writing (the “ First Refusal Notice ”) in the event that Landlord receives a bona fide offer from a third party for the potential lease of the First Refusal Space that Landlord intends to accept. The First Refusal Notice shall contain the economic terms of such prospective lease. For a period of five (5) business days following Tenant’s receipt of the First Refusal Notice (the “ Election Period ”), Tenant shall have the right to inform Landlord in writing (the “ Acceptance Notice ”) that Tenant desires to lease the First Refusal Space on the economic terms set forth in the First Refusal Notice and otherwise the same basic terms and conditions as provided in this Lease; provided, however, that the term of Tenant’s lease of the First Refusal Space shall be co-terminous with the Term of Tenant’s lease of the Premises. If the term of Landlord’s prospective lease to the third party is longer than the remaining Term of this Lease, Landlord shall be entitled to equitably adjust the concessions to be given to Tenant in the First Refusal Notice on a pro rata basis-based on the term differential. If Tenant fails to deliver written notice to Landlord of Tenant’s election to lease the First Refusal Space within such five (5) business day period, Landlord shall be entitled to enter into a lease with such potential third party tenant or any other tenant, at Landlord’s sole election. Notwithstanding anything to the contrary herein, Tenant’s right of refusal as set forth in this Section 2.4 shall not be effective during the last two (2) years of the Term.

(ii) Delivery of the First Refusal Space . Provided that Tenant timely exercises its option to lease the First Refusal Space, Landlord shall deliver the First Refusal Space to Tenant on the commencement date set forth in the First Refusal Notice (the “ Delivery Date ”). Notwithstanding the foregoing, Landlord shall have no liability to Tenant for any damages resulting from any delay in delivering possession of the First Refusal Space to Tenant on any particular delivery date designated by Landlord or designated in this Lease, if such delay is caused by the holding over of a previous tenant of the First Refusal Space, and further provided that Landlord, at its expense, shall use reasonable efforts to secure possession of the First Refusal Space from such previous tenant.

(iii) Improvement of First Refusal Space . Tenant agrees that Tenant shall accept the First Refusal Space in its then existing “as is” condition, subject to any improvement allowance specified in the First Refusal Notice.

(iv) Amendment to Lease . If Tenant timely exercises Tenant’s right to lease the First Refusal Space as set forth herein, then within thirty (30) days after the date of such exercise Landlord and Tenant shall use diligent efforts to execute an amendment adding such First Refusal Space to this Lease upon the same terms and conditions as the initial Premises, except as otherwise set forth in this Section 2.4; provided that the execution of such amendment shall not be necessary to effectuate the terms of this Section 2.4.

(v) Rights Personal . The rights contained in this Section 2.4 may only be exercised by the Original Tenant (and not any assignee, sublessee or other transferee of the Original Tenant’s interest in this Lease). Tenant shall not have the right to lease First Refusal Space as provided in this Section 2.4 if, as of the date of the attempted exercise of the first refusal right by Tenant, or as of the scheduled date of delivery of such First Refusal Space to Tenant, Tenant is in default under this Lease beyond the applicable notice and cure period.

ARTICLE 3

RENTAL

(a) Basic Rental . Tenant agrees to pay to Landlord during the Term hereof the initial monthly and annual sums as set forth in Article 1.C of the Basic Lease Provisions, payable in advance on the first day of each calendar month, without demand, setoff or deduction, and in the event this Lease commences or the date of expiration of this Lease occurs other than on the first day or last day of a calendar month, the rent for such month shall be prorated. Checks shall be made payable to “Kroeze Koncepts, Inc.” and shall be sent to The Real Estate Group, 9920 So. La Cienege Blvd, Suite 905, Inglewood, CA 90301 (or to such other person or at such other place as directed from time to tune by written notice to Tenant from Landlord). Notwithstanding the foregoing, the first full month’s rent shall be paid to Landlord in accordance with Article 1.J. of the Basic Lease Provisions.

(b) Increase in Direct Costs . The term “ Base Year ” means the calendar year set forth in Article 1.D. of the Basic Lease Provisions. If, in any calendar year during the Term of this Lease, the “Direct Costs” (as hereinafter defined) paid or incurred by Landlord shall be higher than the Direct Costs for the Base Year, Tenant shall pay an additional sum for such and each subsequent calendar year equal to the product of the amount set forth in Article 1.E. of the Basic Lease Provisions multiplied by such increased amount of “Direct Costs.” In the event this Lease shall terminate on any date other than the last day of a calendar year, the additional sum payable hereunder by Tenant during the calendar year in which this Lease terminates shall be prorated on the basis of the relationship which the number of days which have elapsed from the commencement of said calendar year to and including said date on which this Lease terminates bears to three hundred sixty-five (365). Any-and all amounts due and payable by Tenant pursuant to this Lease (other than Basic Rental) shall be deemed “Additional Rent” and Landlord shall be entitled to exercise the same rights and remedies upon default in these payments as Landlord is entitled to exercise with respect to defaults in monthly Basic Rental payments.

 

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(c) Definitions . As used herein the term “ Direct Costs ” shall mean the sum of the following:

(i) “ Tax Costs ”, which shall mean any and all real estate taxes and other similar charges on real property or improvements, assessments, water and sewer charges, and all other charges assessed, reassessed or levied upon the Project and appurtenances thereto and the parking or other facilities thereof, or the real property thereunder (collectively the “ Real Property ”) or attributable thereto or on the rents, issues, profits or income received or derived therefrom which are assessed, reassessed or levied by the United States, the State of California or any local government authority or agency or any political subdivision thereof, and shall include Landlord’s reasonable legal fees, costs and disbursements incurred in connection with proceedings for reduction of Tax Costs or any part thereof. In no event shall Tax Costs included in Direct Costs for any year subsequent to the Base Year be less than the amount of Tax Costs included in Direct Costs for the Base Year. In addition, when calculating Tax Costs for the Base Year, special assessments shall only be deemed included in Tax Costs for the Base Year to the extent that such special assessments are included in Tax Costs for the applicable subsequent calendar year during the Term. Notwithstanding anything to the contrary contained in this Lease, there shall be excluded from Tax Costs (i) all excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal and state income taxes, and other taxes to the extent applicable to Landlord’s general or net income (as opposed to rents, receipts or income attributable to operations at the Project), and (ii) any items included as Operating Costs. Furthermore, neither Tax Costs nor Operating Costs for the first thirty-three (33) months of the Term shall include any increase in any and all real estate taxes and other similar charges on real property or improvements as the direct result of the reassessment, such as under Proposition 13, of the Project following the sale or renovation of the Project occurring during the first thirty-three (33) months of the Term.

(ii) “ Operating Costs ”, which shall mean all costs and expenses incurred by Landlord in connection with the maintenance, operation, replacement, ownership and repair of the Project, including, but not limited to, salaries, wages, medical, and other taxes and benefits for all persons who perform duties connected with the operation, maintenance and repair of the Project; a reasonable allowance for depreciation of the cost of acquiring or the rental expense of personal property used in the maintenance, operation and repair of the Project; accountant’s fees, legal fees, real estate tax consulting fees, personal property taxes on property used in the maintenance and operation of the Project; fees, costs, expenses or dues payable pursuant to the terms of any covenants, conditions or restrictions as amended from time to time (“ CC&Rs ”) or owners’ association pertaining to the Project; capital expenditures incurred to effect economies of operation of, or stability of services to, the Project and capital expenditures required by government regulations, laws, or ordinances including, but not limited to the American with Disabilities Act; costs incurred (capital or otherwise) on a regular recurring basis every three (3) or more years for certain maintenance projects (e.g., parking lot slurry coat or replacement of lobby and elevator cab carpeting); the cost of all charges for electricity, gas, water and other utilities furnished to the Project, including any taxes thereon; charges for insurance for the Project carried by Landlord; the cost of all building and cleaning supplies and materials; the cost of all charges for cleaning, maintenance and service contracts and other services with independent contractors and administration fees; a property management fee (which fee may be imputed if Landlord has internalized management or otherwise acts as its own property manager) and license, permit and inspection fees relating to the Project. In the event, during any calendar year, the Project is less than ninety-five percent (95%) occupied at all times, Operating Costs shall be adjusted to reflect the Operating Costs of the Project as though ninety-five percent (95%) were occupied at all times, and the increase or decrease in the sums owed hereunder shall be based upon such Operating Costs as so adjusted. In no event shall costs for any item of utilities included in Direct Costs for any year subsequent to the Base Year be less than the amount included in Direct Costs for the Base Year for such utility item. Notwithstanding anything to the contrary set forth in this Article 3, when calculating Operating Costs for the Base Year, Operating Costs shall exclude (a) market-wide labor-rate increases due to extraordinary circumstances including, but not limited to, boycotts and strikes, (b) utility rate increases due to extraordinary circumstances including, but not limited to, conservation surcharges, boycotts, embargoes or other shortages, and (c) amortization of any capital items including, but not limited to, capital improvements, capital repairs and capital replacements (including such amortized costs where the actual improvement, repair or replacement was made in prior years).

(iii) Operating Costs shall exclude:

 

1.

Any costs associated with any other property of Landlord, not specifically related to the operations of this Project;

 

2.

Any legal costs associated with disputes or lease violations by other tenants in the Project;

 

3.

Landlord’s general or corporate overhead;

 

4.

Costs associated with any other tenant’s willful or negligent acts;

 

5.

Costs associated with Landlord’s, or Landlord’s employees’, agents’, vendors’, contractors’ or materials or services providers’, or invitees’ willful or negligent acts;

 

6.

Any costs associated with preexisting hazardous or medical materials, or those brought onto the Project by a party other than Tenant or its agent;

 

7.

Costs resulting from the failure of the Project, as of the Commencement Date, to comply with laws applicable to the Project as of the Commencement Date;

 

8.

Costs of repairing latent defects in the Project;

 

9.

Management fees in excess of those charged by the landlords of comparable office buildings in the vicinity of the Project;

 

10.

With respect to any Operating Cost item that is a capital cost or a capital expenditure,

 

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Operating Costs for each year shall include an amount equal to the cost of such item (including interest) amortized over the reasonable useful life of such item (calculated on a straight-line basis), consistent with the practice of the owners of other first class buildings in the Los Angeles area;

 

11.

Any real estate brokerage commissions, improvements allowances, or other costs incurred in procuring tenants;

 

12.

Any amount reimbursed by, or reimbursable by, a tenant of the Project or any insurance company or third party;

 

13.

Payments of principal and/or interest on mortgages or ground lease payments (if any) or other debt or depreciation costs, except as specifically allowed in this Lease (including without limitation pursuant to the terms of subsection “10” above);

 

14.

Costs associated with the operation of the business of the partnership or entity which constitutes the Landlord, as the same are distinguished from the costs of operation of the Project, including, but not limited to, partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee, costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Project, costs of any disputes between Landlord and its employees, if any; disputes of Landlord with Project management, or outside fees paid in connection with disputes with other tenants;

 

15.

The wages and benefits of any employee who does not devote substantially all of his or her employed time to the Project unless such wages and benefits are prorated to reflect time spent on operating and managing the Project vis-à-vis time spent on matters unrelated to operating and managing the Project;

 

16.

All items and services for which Tenant or any other tenant in the Project reimburses Landlord or which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement;

 

17.

All interest and penalties incurred as a result of Landlord’s failure to pay bills as the same become due;

 

18.

Charitable or political contributions or gifts provided to any entity whatsoever, including without limitation to Tenant, other tenants, employees, vendors, contractors, agents; or prospective tenants;

 

19.

Rent for space occupied as a Project management office to the extent such space is larger than 2,000 rentable square feet;

 

20.

Costs of installing, maintaining and operating any specialty service operated by Landlord including without limitation, any luncheon club or athletic facility, or the repair thereof;

 

21.

Cost of work or replacements covered by warranties;

 

22.

Automobile or travel expenses for Landlord or its agents;

 

23.

Legal fees, space planners’ fees, real estate brokers’ leasing commissions, improvement allowances, and advertising expenses incurred in connection with the original, development or original leasing of the Project or future leasing of the Project;

 

24.

Any bad debt loss, rent loss, or reserves for bad debts or rent loss;

 

25.

The expense of extraordinary services provided to other tenants in the Project:

 

26.

Fines, penalties, and interest;

 

27.

Insurance deductible expenses for any and all claims made by Landlord;

 

28.

Any recalculation of or additional Operating Costs actually incurred more than two (2) years prior to the year in which Landlord proposes that such costs by included except for taxes or utility payments;

 

29.

Mass transit or such other public transportation pass-through assessment, if any;

 

30.

Costs incurred due to Landlord’s failure to comply with laws;

 

31.

Costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for new tenants in the Project or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Project;

 

32.

Expenses in connection with services or other benefits which are not provided to Tenant or for which Tenant is charged directly but which are provided to another tenant or occupant of the Project;

 

33.

Costs of alterations or improvements to the Premises or the premises of other tenants;

 

34.

Overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for services in the Project to the extent the same exceeds the costs of such services rendered by unaffiliated third parties on a competitive basis;

 

35.

Rentals and other related expenses incurred in leasing air conditioning systems, elevators or other equipment ordinarily considered to be of a capital nature, except equipment not affixed to the Project which is used in providing janitorial or similar services, to the extent such costs would exceed the costs which would be permitted as amortized capital costs above if the equipment was purchased instead of leased;

 

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36.

All items and services for which Tenant or any other tenant in the Project reimburses Landlord or which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement;

 

37.

Electric power costs for which any tenant directly contracts with the local public service company; and

 

38.

Any commission paid to clerks, attendants or other persons in commercial concessions operated by Landlord, provided that any compensation paid to any concierge at the Project shall be includable as Operating Costs;

 

39.

Costs, other than those incurred in ordinary maintenance and repair, for sculpture, paintings, fountains, or other objects of art; and

 

40.

Costs that would not be included in Operating Costs by the owners of other first class buildings in the Los Angeles area.

It is understood that Operating Costs shall be reduced by all cash discounts, trade discounts; or quantity discounts received by Landlord or Landlord’s managing agent in the purchase of any goods, utilities, or services in connection with the operation of the Project. Landlord shall make payments for goods, utilities and services in a timely manner to obtain the maximum possible discount. Landlord shall use its best efforts to effect an equitable proration of bills for services rendered to the Project and to any other properly owned by Landlord. If capital items which are customarily purchased by landlords of first-class office buildings in the Los Angeles area are leased, rather than purchased, by Landlord, the decision by Landlord to lease the item in question shall not serve to increase Tenant’s Proportionate Share of Operating Costs beyond that which would have applied had the item in question been purchased. If Landlord either (i) elects to carry a new category of insurance following the Base Year that is not carried during the Base Year (including, without limitation, earthquake insurance); or (ii) elects to carry any Project system maintenance contracts following the Base Year that are not carried during the Base Year (in either case, a “ New Cost Item ”), then from and after the date upon which Landlord commences paying for such New Cost Item and continuing throughout the period during which Landlord maintains such New Cost Item, Operating Costs for the Base Year shall be deemed to be increased by the amount of the cost Landlord would have incurred had Landlord maintained such New Cost Item for the same period of time during the Base Year as such New Cost Item is maintained by Landlord during such subsequent calendar year.

(d) Determination of Payment .

(i) If for any calendar year ending or commencing within the Term, Tenant’s Proportionate Share of Direct Costs for such calendar year exceeds Tenant’s Proportionate Share of Direct Costs for the Base Year, then Tenant shall pay to Landlord, in the manner set forth in Sections 3(d)(ii) and (iii), below, and as additional rent, an amount equal to the excess (the “ Excess ”).

(ii) Landlord shall give Tenant a yearly expense estimate statement (the “ Estimate Statement ”) which shall set forth Landlord’s reasonable estimate (the “Estimate”) of what the total amount of Direct Costs for the then-current calendar year shall be and the estimated Excess (the “ Estimated Excess ”) as calculated by comparing Tenant’s Proportionate Share of Direct Costs for such calendar year, which shall be based upon the Estimate, to Tenant’s Proportionate Share of Direct Costs for the Base Year. The failure of Landlord to timely furnish the Estimate Statement for any calendar year shall not preclude Landlord from enforcing its rights to collect any Estimated Excess under this Article 3. If pursuant to the Estimate Statement an Estimated Excess is calculated for the then-current calendar year, Tenant shall pay, with its next installment of Monthly Basic Rental due, a fraction of the Estimated Excess for the then-current calendar year (reduced by any amounts paid pursuant to the last sentence of this Section 3(d)(ii)). Such fraction shall have as its numerator the number of months which have elapsed in such current calendar year to the month of such payment, both months inclusive, and shall have twelve (12) as its denominator. Until a new Estimate Statement is furnished, Tenant shall pay monthly, with the Monthly Basic Rental installments, an amount equal to one-twelfth (1/12) of the total Estimated Excess set forth in the previous Estimate Statement delivered by Landlord to Tenant.

(iii) In addition, Landlord shall give to Tenant on or before the first day of April following the end of each calendar year, a statement (the “ Statement ”) which shall state the Direct Costs incurred or accrued for such preceding calendar year, and which shall indicate the amount, if any, of the Excess. Upon receipt of the Statement for each calendar year during the Term, if amounts paid by Tenant as Estimated Excess are less than the actual Excess as specified on the Statement, Tenant shall pay, with its next installment of Monthly Basic Rental due, the full amount of the Excess for such calendar year, less the amounts, if any, paid during such calendar year as Estimated Excess. If, however, the Statement indicates that amounts paid by Tenant as Estimated Excess are greater than the actual Excess as specified on the Statement, such overpayment shall be credited against Tenant’s next installments of rent and Estimated Excess. The failure of Landlord to timely furnish the Statement

 

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for any calendar year shall not prejudice Landlord from enforcing its rights under this Article 3, provided Landlord delivers the Statement within a reasonable period of time after April 1 of the year following the year to which such Statement relates. Even though the Term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant’s Proportionate Share of the Direct Costs for the calendar year in which this Lease terminates, if an Excess is present, Tenant shall immediately pay to Landlord an amount as calculated pursuant to the provisions of this Article 3(d) and if it is determined that the amounts paid by Tenant as Estimated Excess for such final year exceeded the actual Excess that should have been paid, Landlord shall reimburse to Tenant such overpayment amount within thirty (30) days of the date of the date on which such overpayment was determined. The provisions of this Section 3(d)(iii) shall survive the expiration or earlier termination of the Term. Provided that Tenant has paid the amount due under such Statement, Tenant shall have a period of ninety (90) days following receipt of a Statement within which to inspect at Landlord’s main office, during normal business hours, Landlord’s books and records for purposes of auditing and confirming the accuracy of the Statement, the costs reflected therein and the charges accessed pursuant thereto.

(iv) If the Project is a part of a multi-building development, then (i) those Direct Costs attributable to such development as a whole (and not attributable solely to any individual building therein) shall be allocated by Landlord to the Project and to the other buildings within such development on an equitable basis and (ii) those Direct Costs attributable to the Building (and not attributable to the entire Project) shall be allocated by Landlord to the Building.

ARTICLE 4

SECURITY DEPOSIT

Tenant shall deposit with Landlord the sum set forth in Article l.F. of the Basic Lease Provisions as security for the full and faithful performance of every provision of this Lease to be performed by Tenant. If Tenant breaches any provision of this Lease, including but not limited to the payment of rent, Landlord may use all or any part of this security deposit for the payment of any rent or any other sums in default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default. If any portion of said deposit is so used or applied, Tenant shall, within ten (10) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount. Tenant agrees that Landlord shall not be required to keep the security deposit in trust, segregate it or keep it separate from Landlord’s general funds but Landlord may commingle the security deposit with its general funds and Tenant shall not be entitled to interest on such deposit Within thirty (30) days after the expiration of the Lease Term or termination of the Lease, and provided there exists no material uncured default by Tenant hereunder, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord’s option, to Tenant’s assignee), provided that subsequent to the expiration of this Lease, Landlord may retain from said security deposit any and all amounts permitted by law or this Article 4. In the event any material uncured Tenant default exists at the expiration or termination of this Lease, Landlord may retain only so much of the security deposit as is necessary and legally permitted to apply to Landlord’s damages, as provided below, and the remainder shall be promptly returned to the Tenant. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code and all other provisions of law, now or hereafter in effect, which provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those sums specified in this Article 4 above and/or those sums reasonably necessary to compensate Landlord for any other loss or damage, foreseeable or unforeseeable, caused by the acts or omissions of Tenant or any officer, employee, agent, contractor or invitee of Tenant.

ARTICLE 5

HOLDING OVER

Should Tenant, without Landlord’s written consent, hold over after termination of this Lease, Tenant shall become a tenant from month to month, only upon each and all of the terms herein provided as may be applicable to a month to month tenancy and any such holding over shall not constitute an extension of this Lease. During such holding over, Tenant shall pay in advance, monthly, Basic Rental at one hundred twenty-five percent (125%) of the rate in effect for the last month of the Term of this Lease for the first two months of such holding over, and thereafter at one hundred fifty percent (150%) of the rate in effect for the last month of the Term of this Lease, in addition to, and not in lieu of, all other payments required to be made by Tenant hereunder including but not limited to Tenant’s Proportionate Share of any increase in Direct Costs. Nothing contained in this Article 5 shall be construed as consent by Landlord to any holding over of the Premises by Tenant, and Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Lease upon the expiration or earlier termination of tie Term. If Tenant fails to surrender the Premises upon the expiration or termination of this Lease, Tenant agrees to indemnify, defend and hold Landlord harmless from all costs, loss, expense or liability, including without limitation, claims made by any succeeding tenant and real estate brokers claims and attorney’s fees and costs.

 

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ARTICLE 6

PERSONAL PROPERTY TAXES

Tenant shall pay, prior to delinquency, all taxes assessed against or levied upon trade fixtures, furnishings, equipment and all other personal property of Tenant located in the Premises. Tenant shall assume and pay to Landlord at the time of paying Basic Rental any excise, sales, use, rent, occupancy, garage, parking, gross receipts or other taxes (other than net income taxes) which may be imposed on or on account of letting of the Premises or the payment of Basic Rental or any other sums due or payable hereunder, and which Landlord may be required to pay or collect under any law now in effect or hereafter enacted. Tenant shall pay directly to the party or entity entitled thereto all business license fees, gross receipts taxes and similar taxes and impositions which may from time to time be assessed against or levied upon Tenant, as and when the same become due and before delinquency. Notwithstanding anything to the contrary contained herein, any sums payable by Tenant under this Article 6 shall not be included in the computation of “Tax Costs.”

ARTICLE 7

USE

Tenant shall use and occupy the Premises only for the use set form in Article 1.G. of the Basic Lease Provisions and shall not use or occupy the Premises or permit the same to be used or occupied for any other purpose without the prior written consent of Landlord, which consent may be given or withheld in Landlord’s sole and absolute discretion, and Tenant agrees that it will use the Premises in such a manner so as not to unreasonably interfere with the rights of other tenants in the Project. Tenant shall, at its sole cost and expense, promptly comply with all laws, statutes, ordinances and governmental regulations or requirements (including zoning requirements) now in force or which may hereafter be in force relating to or affecting (i) the condition, use or occupancy of the Premises or the Project excluding structural changes to the Project not related to Tenant’s particular use of the Premises or otherwise relating to, or requiring building wide work, which shall be Landlord’s responsibility, and (ii) improvements installed or constructed in the Premises by or for the benefit of Tenant. Tenant shall not do or permit to be done anything which would invalidate or increase the cost of any fire and extended coverage insurance policy covering the Project and/or the property located therein and Tenant shall comply with all rules, orders, regulations and requirements of any organization which sets out standards, requirements or recommendations commonly referred to by major fire insurance underwriters. Tenant shall promptly upon demand reimburse Landlord for any additional premium charges for any such insurance policy assessed or increased by reason of Tenant’s failure to comply with the provisions of this Article.

ARTICLE 8

CONDITION OF PREMISES

Tenant hereby agrees that, except as expressly provided in this Lease, the Premises shall be taken “as is”, “with all faults”, “without any representations or warranties”, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes. Tenant acknowledges that, except as expressly provided in this Lease, neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant’s business and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the Project in its decision to enter into this Lease and let the Premises in an “as is” condition. Tenant has satisfied itself that its intended use is permitted under applicable zoning requirements and other laws, and the effectiveness of this Lease shall not be contingent upon Tenant’s receipt any permits or approvals regarding Tenant’s use of the Premises. Tenant hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the Civil Code of California or any successor provision of law. Tenant is leasing the Premises as it will be improved by Landlord on a build to suit basis as addressed in the Tenant Work Letter.

Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Project pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Project, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with a general plan for fire/life safety for the Project and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall attempt to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Basic Rental or other charges due hereunder as a result of same, make any claim for constructive eviction or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations, except as set forth in Section 20(f) below.

 

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ARTICLE 9

REPAIRS AND ALTERATIONS

Tenant shall keep the interior of the Premises in good condition and repair. All damage or injury to the Premises or the Project resulting from the act or negligence of Tenant, its employees, agents or visitors, guests, invitees or licensees or by the use of the Premises shall be promptly repaired by Tenant, at its sole cost and expense, to the satisfaction of Landlord; provided, however, that for damage to the Project as a result of casualty or for any repairs that may impact the mechanical, electrical, plumbing, heating, ventilation or air-conditioning systems of the Project, Landlord shall have the right (but not the obligation) to select the contractor and oversee all such repairs. Landlord may make any repairs which are not promptly made by Tenant after Tenant’s receipt of written notice and the reasonable opportunity of Tenant to make said repair within five (5) business days from receipt of said written notice, and charge Tenant for the cost thereof, which cost shall be paid by Tenant within five (5) days from invoice from Landlord. Tenant shall be responsible for the design and function of all non-standard improvements of the Premises, whether or not installed by Landlord at Tenant’s request. Tenant waives all rights to make repairs at the expense of Landlord, or to deduct the cost thereof from the rent. Tenant shall make no alterations, changes or additions in or to the Premises (collectively, “Alterations”) without Landlord’s prior written consent, which consent may be withheld and/or conditioned in Landlord’s reasonable discretion. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations to the Premises following five (5) days written notice to Landlord, but without Landlord’s prior consent, to the extent that such Alterations (i) do not adversely affect the systems and equipment of the Building, (ii) do not require a permit, (iii) do not affect the structural aspects of the Building, and (iv) cost less than $50,000. Tenant shall construct such Alterations in a good and workmanlike manner, in conformance with all applicable federal, state, county and municipal laws, rules and regulations, pursuant to a valid building permit, and in conformance with Landlord’s construction rules and regulations. Prior to the commencement of any Alterations, Tenant shall provide Landlord with evidence that Tenant carries customary “Builder’s All Risk” insurance in an amount reasonably approved by Landlord covering the construction of such Alterations, it being understood that all such Alterations shall be insured by Tenant pursuant to Article 14 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien free completion of such Alterations and naming Landlord as a co-obligee. If permitted Alterations are made, they shall be made at Tenant’s sole cost and expense and shall be and become the property of Landlord, except that Landlord may, by written notice to Tenant given at least thirty (30) days prior to the end of the Term, require Tenant at Tenant’s expense to remove any Alterations installed by Tenant, and to repair any damages to the Premises caused by such removal. Any and all costs attributable to or related to the applicable building codes of the city in which the Project is located (or any other authority having jurisdiction over the Project) arising from Tenants plans, specifications, improvements, alterations or otherwise shall be paid by Tenant at its sole cost and expense. With regard to repairs, Alterations or any other work arising from or related to this Article 9, Landlord shall be entitled to receive an administrative/supervision fee (which fee shall vary depending upon whether or not Tenant orders the work directly from Landlord) sufficient to compensate Landlord for all overhead, general conditions, fees and other costs and expenses arising from Landlord’s involvement with such work. Notwithstanding the foregoing, however, the original improvements to the Premises as contemplated by the Tenant Work Letter shall be undertaken, completed and insured by Landlord and are not subject to the preceding provisions in this Article 9.

Landlord shall maintain and keep in good repair the structural elements, HVAC, electrical, plumbing (except in the interior of the Premises), elevators, exterior walls and windows and the public and common areas of the Project and Premises as the same may exist from time to time, except for damage or wear and tear which is the result of negligence or willful misconduct of Tenant or Tenant’s employees, contractors or agents.

ARTICLE 10

LIENS

Tenant shall keep the Premises and the Project free from any mechanics’ liens, vendors’ liens or any other liens arising out of any work performed, materials furnished or obligations incurred by Tenant. In the event that there shall be recorded against the Premises or the Project or the property of which the Premises is a part any claim or lien arising out of any such work performed, materials furnished or obligations incurred by Tenant and such claim or lien shall not be removed or discharged within ten (10) days of filing, Landlord shall have the right but not the obligation to pay and discharge said lien without regard to whether such lien shall be lawful or correct or to require that Tenant deposit with Landlord in cash, lawful money of the United States, one hundred fifty percent (150%) of the amount of such claim, which sum may be retained by Landlord until such claim shall have been removed of record or until judgment shall have been rendered on such claim and such judgment shall have become final, at which time Landlord shall have the right to apply such deposit in discharge of the judgment on said claim and any costs, including attorneys’ fees and costs incurred by Landlord, and shall remit the balance thereof to Tenant.

 

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ARTICLE 11

PROJECT SERVICES

(a) Landlord agrees to furnish to the Premises, at a cost to be included in Operating Costs, from 7:00 a.m. to 7:00 p.m. Mondays through Fridays and 9:00 a.m. to 1:00 p.m. on Saturdays, excepting national holidays, air conditioning and heat all in such reasonable quantities as in the judgment of Landlord is reasonably necessary for the comfortable occupancy of the Premises as contemplated herein. In addition, Landlord shall provide electric current for normal lighting and normal office machines, elevator service and water on the same floor as the Premises for lavatory and drinking purposes in such reasonable quantities as in the judgment of Landlord is reasonably necessary for general office use. Janitorial and maintenance services shall be furnished five (5) days per week, excepting local and national holidays. Tenant shall comply with all rules and regulations which Landlord may reasonably establish for the proper functioning and protection of the common area air conditioning, heating, elevator, electrical intrabuilding network cable and plumbing systems. Landlord shall not be liable for, and there shall be no rent abatement (except to the extent set forth in Section 20(f) below) as a result of, any stoppage, reduction or interruption of any such services. Except as specifically provided in this Article 11, Tenant agrees to pay for all utilities and other services utilized by Tenant and additional building services furnished to Tenant not otherwise covered within the rental payments to be made by Tenant hereunder or uniformly furnished to all tenants of the Project at the rate generally charged by Landlord to tenants of the Project.

(b) Tenant will not, without the prior written consent of Landlord, use any apparatus or device in the Premises which will in any way increase the amount of electricity or water usually furnished or supplied for use of the Premises as general office space; nor connect any apparatus, machine or device with water pipes or electric current (except through existing electrical outlets in the Premises), for the purpose of using electric current or water.

(c) If Tenant shall require electric current in excess of that which Landlord is obligated to furnish under Article 11(a) above, Tenant shall first obtain the written consent of Landlord, which Landlord may refuse in its sole and absolute discretion, to the use thereof and Landlord may cause an electric current meter or submeter to be installed in the Premises to measure the amount of such excess electric current consumed by Tenant in the Premises. The cost of any such meter and of installation, maintenance and repair thereof shall be paid for by Tenant and Tenant agrees to pay to Landlord, promptly upon demand therefor by Landlord, for all such excess electric current consumed by any such use as shown by said meter at the rates charged for such service by the city in which the Project is located or the local public utility, as the case may be, furnishing the same, plus any additional expense incurred by Landlord in keeping account of the electric current so consumed.

(d) If Tenant requires heating, ventilation and/or air conditioning during times other than the times provided in Article 11(a) above, Tenant shall give Landlord such advance notice as Landlord shall reasonably require and shall pay Landlord’s standard charge for such after-hours use, which is currently $35.00 per hour and shall not exceed the lesser of (i) the amount charged by Landlord to any other tenant in the Project; and (ii) Landlord’s actual cost of supplying the same.

(e) Landlord may impose a reasonable charge for any utilities or services (other than electric current and heating, ventilation and/or air conditioning which shall be governed by Articles 11(c) and (d) above) utilized by Tenant in excess of the amount or type that Landlord reasonably determines is typical for general office use, provided that such charge may not exceed the lesser of (i) the amount charged by Landlord to any other tenant in the Project; and (ii) Landlord’s actual cost of supplying the same.

ARTICLE 12

RIGHTS OF LANDLORD

Landlord and its agents shall have the right to enter the Premises at all reasonable times for the purpose of cleaning the Premises, examining or inspecting the same, serving or posting and keeping posted thereon notices as provided by law, or which Landlord deems necessary for the protection of Landlord or the Property, showing the same to prospective tenants, lenders or purchasers of the Project, in the case of an emergency, and for making such alterations, repairs, improvements or additions to the Premises or to the Project as Landlord may deem necessary or desirable. If Tenant shall not be personally present to open and permit an entry into the Premises at any time when such an entry by Landlord is necessary or permitted hereunder, Landlord may enter by means of a master key or may enter forcibly, only in the case of an emergency, without liability to Tenant and without affecting this Lease. Notwithstanding the foregoing, however, except in the case of emergency, Landlord shall give Tenant reasonable advance notice prior to any entry into the Premises and shall otherwise cooperate, and cause Landlord’s agents and employees to cooperate, with Tenant, to ensure that any entries into the Premises are undertaken in a manner that conforms with applicable federal and state laws relating to the control of pharmaceuticals and protection of private patient information.

 

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ARTICLE 13

INDEMNITY; EXEMPTION OF LANDLORD FROM LIABILITY

(a) Indemnity . Tenant shall indemnify, defend and hold Landlord harmless from any and all claims arising from Tenant’s use of the Premises or the Project or from the conduct of its business or from any activity, work or thing which may be permitted or suffered by Tenant in or about the Premises or the Project, except to the extent of claims arising from Landlord’s intentional misconduct or gross negligence and shall further indemnify, defend and hold Landlord harmless from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant’s part to be performed under this Lease or arising from any negligence or willful misconduct of Tenant or any of its agents, contractors, employees or invitees, patrons, customers or members in or about the Project and from any and all costs, attorneys’ fees and costs, expenses and liabilities incurred in the defense of any claim or any action or proceeding brought thereon, including negotiations in connection therewith. Tenant hereby assumes all risk of damage to property or injury to persons in or about the Premises from any cause, except to the extent of claims arising from Landlord’s intentional misconduct or gross negligence, and Tenant hereby waives all claims in respect, thereof against Landlord, excepting to the extent the damage is caused by the gross negligence or willful misconduct of Landlord.

(b) Exemption of Landlord from Liability . Landlord shall not be liable for injury to Tenant’s business, or loss of income therefrom, or for damage that may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees, customers, agents, or contractors, or any other person in, on or about the Premises directly or indirectly caused by or resulting from fire, steam, electricity, gas, water, or rain which may leak or flow from or into any part of the Premises, theft, vandalism, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning, light fixtures, or mechanical or electrical systems or from intrabuilding network cable, whether such damage or injury results from conditions arising upon the Premises or upon other portions of the Project or from other sources or places and regardless of whether the cause of such damage or injury or the means or repairing the same is inaccessible to Tenant, except to the extent that any such circumstances result from Landlord’s gross negligence or intentional misconduct. Landlord shall not be liable to Tenant for any damages arising from any act or neglect of any other tenant of the building. However, the foregoing shall not diminish in any way Landlord’s repair obligations hereunder, Landlord’s covenant of quiet enjoyment hereunder or Tenant’s right to terminate in accordance with Article 16. Tenant acknowledges that Landlord’s election to provide mechanical surveillance or to post security personnel in the Project is solely within Landlord’s discretion; Landlord shall have no liability in connection with the decision whether or not to provide such services and Tenant hereby waives all claims based thereon.

ARTICLE 14

INSURANCE

(a) Tenant’s Insurance . Tenant, shall at all times during the Term of this Lease, and at its own cost and expense, procure and continue in force the following insurance coverage: (i) Commercial General Liability Insurance with a combined single limit for bodily injury and property damages of not less than Two Million Dollars ($2,000,000) per occurrence and Three Million Dollars ($3,000,000) in the annual aggregate, including products liability coverage if applicable, covering the insuring provisions of this Lease and the performance of Tenant of the indemnity and exemption of Landlord from liability agreements set forth in Article 13 hereof; (ii) a policy of standard fire, extended coverage and special extended coverage insurance (all risks), including a vandalism and malicious mischief endorsement in an amount equal to the full replacement value new without deduction for depreciation of all (A) Tenant Improvements, Alterations, fixtures and other improvements in the Premises and (B) trade fixtures, furniture, equipment and other personal property installed by or at the expense of Tenant; (iii) Worker’s Compensation coverage as required by law; and (iv) business interruption, loss of income and extra expense insurance covering failure of Tenant’s telecommunications equipment and covering all other perils, failures or interruptions.

(b) Form of Policies . The aforementioned minimum limits of policies and Tenant’s procurement and maintenance thereof shall in no event limit the liability of Tenant hereunder. The Commercial General Liability Insurance policy shall name Landlord, Landlord’s property manager, Landlord’s lender(s), as additional insureds with an appro