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Executive Suite Rental Agreement

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EXECUTIVE SUITE RENTAL AGREEMENT



JET CENTER PROPERTY SERVICES, LLC

1250 Aviation Avenue

San Jose, CA 95110



1. PARTIES. This Executive Suite Rental Agreement ("Rental Agreement"), by and between JET CENTER PROPERTY SERVICES, LLC , a limited liability corporation ("Landlord") and MathStar, Inc. , ("Tenant"). This Rental Agreement is dated for reference purposes only, June 16, 2005 .



2. PREMISES. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord those certain office space consisting of approximately 172 usable square feet and approximately 193 rentable square feet and designated as Executive Suite # 200R (the "Premises") and shown on attached Exhibit "A". The Premises is situated on the second floor of Building B (the "Building"), of the San Jose Jet Center located at 1250 Aviation Avenue, San Jose, CA 95110 (the "Jet Center"). In addition to the services and facilities listed on attached Exhibit "B", Tenant will have the non-exclusive right in common with Landlord, other tenants of the Jet Center and invitees of both, to use the Building lobbies, common hallways, stairways, restrooms, elevator, parking areas, and other commonly understood to be public or common areas, subject to Landlord92s Rules and Regulations.



3. TERM. The term of this Agreement shall be for one year, commencing on July 16, 2005 ("Commencement Date") and terminating on June 30, 2006. Thereafter, the lease will continue on a month-to-month basis unless and until terminated as provided herein. Once the month-to-month lease term is initiated, either party may terminate this Agreement at any time by giving written notice of termination as follows (the "Term"):



(a) Except as provided in paragraph 3 above, upon thirty (30) days prior written notice delivered to the other party, either party may terminate this Agreement with or without cause (the "Termination Notice"). The termination of this Agreement following service of the Termination Notice shall be effective as of 5:00 p.m., on the thirtieth (30th) day following the date of delivery to the other party (the "Expiration Date") unless sooner terminated pursuant to any other provision herein.



4. POSSESSION. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises at the commencement of the Term hereof, this Rental Agreement shall not be void or void able, not shall Landlord be liable to Tenant for any loss or damage resulting there from, excepting that Tenant shall not be called upon to pay rent for the period between the commencement of said Term and the time when Landlord delivers possession of the Premises.



5. RENT. Tenant shall pay to Landlord monthly rent for the Premises, without notice, demand, deduction or set-off, in the amount of five hundred and thirty-one dollars and no cents ($531.00) on or before the first day of each and every calendar month of the Term. Tenant shall pay to Landlord upon occupancy of the premises the first and last installment of monthly rent in








the total amount of one thousand and sixty-two dollars, ($1,062.00) . If the Commencement Date is not the first day of a month or the termination date is not the last day of a month, the rent payable hereunder shall be prorated on a daily basis at the then current rate for the fractional month during which the Term commences and/or terminates and the rent payable for such partial month or months shall be payable on the first day of the first full calendar month of the Term or the first day of the last full calendar month immediately preceding the last partial calendar month of the Term, as the case may be. Said rent and other payments due hereunder shall be paid to Landlord in lawful money of the United States of America at the administrative offices of the San Jose Jet Center, or to such other person or at such other place as Landlord may from time to time designate in writing. All monies (other than monthly rent) required to be paid by Tenant under this Rental Agreement shall be deemed "Additional Rent" and rights and remedies arising in connection with the collection of monthly rent shall apply to Additional Rent. The term " rent(s)" whenever used in this Rental Agreement refers to monthly rent and Additional Rent.



6. SECURITY DEPOSIT. In addition to first and last92s month rent, Tenant has deposited with Landlord the sum of five hundred and thirty-one dollars and no cents ($531.00) to secure the faithful performance by Tenant of all of the terms, covenants and conditions of this Rental Agreement by Tenant to be kept and performed during the Term hereof. If Tenant fails to pay rent or any other sums to be paid by Tenant to Landlord, or if Tenant shall default in or breach any of the other terms, covenants or conditions of this Rental Agreement, Landlord may, at its option, apply all or any portion of said deposit to any rent or other sum due and unpaid by Tenant to Landlord, to cure any default or breach of Tenant under the terms of this Rental Agreement, to reimburse Landlord for any costs incurred in connection with any such default or breach, or compensate Landlord for any damage, liability, or expenses, suffered by Landlord as a result of such default or breach including, but not limited to, any attorney92s fees and other costs incurred by Landlord in connection with such default or breach. If Landlord so applies any of the said deposit, then Tenant shall, upon written demand of Landlord, immediately remit to Landlord a sufficient amount in cash to restore said security deposit to its full amount, and Tenant92s failure to do so shall constitute a material breach of this Rental Agreement. Should Tenant comply with all of the terms, covenants and conditions of this Lease and promptly pay all rent provided for as it falls due and all other sums payable by Tenant to Landlord hereunder, any unused portion of said security deposit shall be returned to Tenant following the expiration of the Term of this Rental Agreement.



7. USE. The Premises shall be used and occupied by Tenant for general office purposes and for no other purpose without the prior written consent of Landlord. Tenant shall not do or permit to be done in or about the Premises that may cause any increase in insurance premiums or cause the cancellation of any insurance policy. Tenant shall not use the Premises for any purposes that will in any way violate or conflict with any law, statute, ordinance or governmental rule or regulation. Tenant shall not in any way obstruct or interfere with the rights of or quiet enjoyment by other tenants or occupants of the Building or any appurtenant areas. Tenant shall not use, store, dispose of, transport, or handle any hazardous materials, or toxic substances in, on or about the Premises, the Building or the San Jose Jet Center.



8. ALTERATIONS. Tenant shall not make or cause to be made any alterations, modifications, or changes to the Premises or construct any improvements to or within the Premises, including without limitation, carpeting, shelving, painting, fixed partitions, telephone,



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data, modem, or facsimile lines (collectively, "Alterations"), without Landlord92 s prior written approval, and then not until Landlord shall have fist approved, in writing, the plans and specifications therefore, which approval shall not be unreasonably withheld. All Alterations shall be installed by licensed contractors approved in advance by Landlord in compliance with all laws, rules, regulations, permits and approvals pertaining to such Alteration.



9. LANDLORD92S OBLIGATION. In addition to the services and facilities listed on Exhibit "B", Landlord agrees to furnish to the Premises during normal working hours heating and air conditioning as well as provide clean restrooms for Tenant92s use. All such services and facilities are provided without warranty of any sort whatsoever and Landlord shall not be liable for failure to supply any services or facilities for any cause beyond Landlord92s control, or which in Landlord92s reasonable judgment require suspension. For purposes of this Rental Agreement, "normal working hours" shall mean Monday through Friday 8:00 AM to 5:00 PM.



10. INSURANCE. Tenant assumes the risk, shall be responsible for, and hereby relieves Landlord from all liability for damage to any of Tenant92s fixtures, goods, inventory, furniture, and equipment, or any injury, death, damage, or loss to any person or property which occurs in, on, or about the Premises or in any other part of the Building, and which is caused by Tenant or Tenant92s Agents or invitees. Tenant further releases Landlord from all liability arising in connection with damage to or loss of any property of Tenant or any third party, which may result from water leakage into the Premises, or from any other cause even if resulting from the negligence of Landlord or its Agents. Landlord shall not be liable for injury to Tenant92s business or any loss of income there from relative to any such damage or injury or arising in connection with any renovations or modifications to the Building or the Jet Center and all areas appurtenant thereto. Tenant shall, at its own expense, procure and continue to force at all times during the term of this Rental Agreement, comprehensive public liability insurance, insuring Landlord, Tenant and the City of San Jose against any liability arising out of the ownership, use, occupancy, maintenance, or operation of the Premises and all areas appurtenant thereto. A minimum of $2,000,000.00 general liability coverage and $300,000.00 automobile coverage with thirty (30) days written notice of cancellation or modification shall be required. The policies of liability insurance required to be carried by Tenant pursuant to this Section or actually carried by Tenant with respect to the Premises: (i) shall name Landlord and the City and their respective principals, officers, servants, agents, contractors, directors and employees, and such others as may be designated by Landlord from time to time, as additional insureds; (2) shall be primary insurance providing that the insurer shall be liable for the full amount of the loss, up to and including the total amount of liability set forth in the declaration of coverage, without the right of contribution from or prior payment by any other insurance coverage of Landlord; (iii) shall be in a form satisfactory to Landlord; (iv) shall be carried with companies reasonably acceptable to Landlord; (v) shall provide that any and each such policy shall not be subject to cancellation, lapse or change except after at least thirty (30) days prior written notice to Landlord, and (vi) shall contain a so-called " severability" or "cross liability" endorsement. Prior to occupancy of the Premises, Tenant shall deliver to Landlord a copy of such policy or a Evidence of Insurance of the insurer certifying in a form satisfactory to Landlord that a policy has been issued, premium paid, providing the coverages and/or limits of liability required by this Section and containing the provisions specified herein. With respect to each renewal or replacement of any such insurance, policy or policies, the requirements of this Section must be complied with not less than thirty (30) days prior to the expiration or cancellation of each policy



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being renewed or replaced. If Landlord reasonably determines at any time that the amount of coverage and/or limits of liability set forth in this Section is not adequate, then Tenant shall increase the amount of such coverages and/or limits of liability for such insurance to such greater amount, as Landlord deems adequate.



11. MAINTENANCE, REPAIRS AND SURRENDER OF PREMISES. By taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as being in good, sanitary order, condition, and repair and upon expiration or earlier termination of this Rental Agreement, Tenant shall surrender the Premises in the same condition received, ordinary wear and tear alone excepted. Tenant shall maintain in a first class condition and repair as necessary the interior of the Premises. Tenant shall not damage or deface the interior surfaces of the Premises, including without limitation, the ceilings, walls, floors, doors or windows or window coverings. Tenant shall provide, at its expense, and use during the entire Term of this Rental Agreement, hard plastic carpet protectors under each chair having castors or wheels at all desks, workstations and tables. Any wear to the carpeting as a result of the failure to use such carpet protectors shall be considered excessive wear and tear, Landlord may, at its option, require Tenant to repair such damage or arrange to have such damage repaired, in which event Tenant shall immediately reimburse Landlord for the cost of such repairs. Landlord shall maintain in good order and condition the Premises and the Building, unless such maintenance and repairs are necessary as the results of the acts or omissions of Tenant, or Tenant92s Agents or guests or invitees, in which case Tenant shall pay to Landlord the reasonable cost of such maintenance or repairs. Normal wear and tear, for the purposes of this Rental Agreement, shall be construed to mean wear and tear caused to the Premises by a natural aging process, which occurs in spite of prudent application of the best standards of maintenance and repair practices. It is not intended, not shall it be construed, to include items of neglected or deferred maintenance which would have or should have been attended to during the Term of this Rental Agreement if the best standards had been applied to properly maintain and keep the Premises at all times in good condition and repair.



12. INDEMNIFICATION. Tenant shall indemnify, defend and hold harmless Landlord and its employees, agents, contractors, and representatives (collectively "Landlord92s Agents") from and against any and all claims, demands, damages judgments, costs, expenses and fees including attorneys92 fees and costs of court, alleged or otherwise, arising in connection with or resulting, either directly or indirectly, from any actual or alleged use of the Premises by Tenant or its employees, agents, contractors and representatives (collectively "Tenant92s Agents") or Tenant92s guests and invitees, or from the conduct of Tenant92s business or from any activity, work or thing done, permitted or suffered by Tenant or Tenant92s Agents in, on, or about the Premises or elsewhere and shall further indemnify, defend, and hold harmless Landlord and Landlord92s Agents from and against any and all claims, demands, damages, judgments, costs, expenses and fees, including attorneys92 fees and court and other defense costs, alleged or otherwise, arising in connection with or resulting, whether directly or indirectly, from any actual or alleged breach or default in the performance of any obligation on Tenant92s part to be performed under the terms of this Rental Agreement, or the negligent acts or omissions or willful misconduct of Tenant, or any of Tenant92s Agents. Tenant shall defend Landlord with counsel of Landlord92s choice in connection with any of the foregoing.



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13. ASSIGNMENTS AND SUBLETTING. Tenant shall not assign, transfer, mortgage, pledge, hypothecate or encumber this Rental Agreement or any interest therein, and shall not sublet the Premises or any part thereof without prior written consent of Landlord.



14. ENTRY BY LANDLORD. Landlord shall at any and all times have the right to enter the premises to inspect the same, to supply janitorial services, to make repairs or provide any other services required by Landlord to be performed hereunder, or to show the premises to other prospective tenants, lenders, or purchasers.



15. TELEPHONE SERVICE. Tenant shall make arrangements with Pacific Bell Telephone or the current telephone service provider, for installation of any telephone, facsimile or Internet connections. Tenant shall utilize Landlord92s existing internal telephone system. The telephone company shall bill all monthly telephone, facsimile or Internet charges directly to Tenant. Any and all additional phone services, including programming, installations, and purchasing shall be provided by a Landlord approved vendor and at the sole cost of the Tenant. Tenant shall pay all initial phone installation costs directly to Landlord approved vendor. Should Tenant utilize Landlord92s PBX, a one-time set-up fee of Two Hundred Fifty Dollars ($250) for connection of one telephone line and $0.35 per rentable square foot will be added to the monthly rent for the use off the San Jose Jet Center PBX equipment and Receptionist Phone Answering Service during the Term. Set-up fee shall be paid by Tenant prior to occupancy. The cost for any additional telephone, facsimile, ISDN, or other equipment and/or connections shall be billed by Landlord to Tenant and due within thirty (30) days following receipt thereof. Landlord shall make arrangements for connection to its PBX equipment.



16. ADVERTISING/SIGNAGE. Tenant shall not use the name "San Jose Jet Center" in any of its advertising or on its letterhead, business cards or other stationary without the express written approval of Landlord. Tenant shall not place any sign or object on the exterior surfaces of the Premises or in a position allowing such sign or object to be seen from the exterior of the Premises. Should Tenant so choose, Signage identifying the Premises in the Executive Suite directories and at Premises (suite door) shall be installed as soon as reasonably practical following the Commencement Date by Landlord. A signage fee of One Hundred Fifty Dollars ($150.00) shall be paid by Tenant to Landlord prior to such installation. An additional One Hundred Fifty Dollars ($150.00) shall be charged for each and every change of name requiring a change in the signage.



17. NOTICES. Any notice required or permitted to be given hereunder must be in writing and may be given by personal delivery, or United States mail, or private courier service, and if given by mail or private courier service shall be deemed sufficiently given when sent by registered or certified mail, first class postage prepaid, addressed to Tenant at the Premises, or to Landlord at 1250 Aviation Avenue, San Jose, CA 95110 Attn: Real Estate Manager or such other address as Landlord may designate from time to time. Notice given by U.S. mail or courier service shall be deemed received upon the earlier of: (i) actual date of receipt: (ii) the date shown upon the return receipt; or (iii) forty-eight hours after deposit in the U.S. mail when mailed in the manner set forth in this Section. The parties agree that the Premises address shall be deemed to be Tenant92s primary residence under, and any notice required pursuant to, California Civil Code Section 1946 or California Code of Civil Procedure Section 1161 and 1161(a) may be served in



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the foregoing manner, and if so served, shall constitute proper service of process under said statutory provision.



18. DEFAULT AND REMEDIES



18.1 EVENTS OF TENANT92S DEFAULT: Tenant shall be in default of its obligations under this Rental Agreement upon the occurrence of any of the following events:



A. Tenant shall have failed to pay monthly rent or any Additional Rent when due including required late fees as defined in Section 19.8 within ten (10) days following the date of written notice from Landlord; or



B. Tenant shall have failed to fully perform one or more of its obligations under or breached any of the terms, covenants or conditions of this Rental Agreement (except the payment of monthly rent or Additional Rent) within ten (10) days following the date of written notice from Landlord to Tenant specifying the nature of such failure and requesting Tenant to perform the same; or



C. Tenant shall have sublet all or any portion of the premises or assigned or encumbered all or any portion of its interest in this Rental Agreement in violation of the provisions contained in Section 13, whether voluntary, involuntary, or by operation of Law; or



D. Tenant shall violate or breach any of the terms, covenants or conditions of this Rental Agreement and has abandoned the Premises as defined by California Civil Code 1951.2; or



E. Tenant shall have availed itself of the protection of any debtor92s relief law, bankruptcy law, moratorium law or other similar laws.



18.2 LANDLORD92S REMEDIES: In the event of any default by Tenant, and without limiting Landlord92s right to indemnification as provided in this Rental Agreement, Landlord, at its election, shall have the following remedies, in addition to all other rights and remedies provided in this Rental Agreement, by law, or in equity, to which Landlord may resort cumulatively, or in the alternative:



A. Keep this Rental Agreement in effect and enforce, by an action at law or in equity, all of its rights and remedies under this Rental Agreement including, without limitation, (i) the right to recover the rent and other sums as they become due by appropriate legal action, (ii) the right to make payments required of Tenant or perform Tenant92s obligations and be reimbursed by Tenant for the cost thereof with interest at the then maximum rate of interest not prohibited by law from the date the sum is paid by Landlord until Landlord is r
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