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Title: |
Lease Agreement |
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Entities: |
Jones Lang LaSalle Americas, Inc.; Mission West Properties Inc. |
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Date: |
2005 |
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Size: |
Preview shows 22KB of 170KB total |
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Price: |
$44 |
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ID: |
#1077805 |
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BETWEEN
MISSION WEST SHORELINE, LLC
("Landlord")
and
MICROSOFT CORPORATION
("Tenant")
ARTICLE 1
BASIC LEASE TERMS
1.1 Terms. Reference in this Lease Agreement ("Lease") to any of the terms
listed below shall be deemed to incorporate and be a reference to the data or
definition set forth next to such term in this Article.
(a) Landlord: Mission West Shoreline, LLC, a Delaware limited
liability company
(b) Landlord's Address:
10050 Bandley Drive
Cupertino, CA 95014
Attn: Carl Berg and Ray Marino
(c) Tenant: Microsoft Corporation, a Washington corporation
(d) Tenant's Address - For Notices:
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052-6399
Attn: Jose Oncina
General Manager - Real Estate & Facilities
With a copy sent to:
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052-6399
Attn: Timothy R. Osborn
Senior Attorney
Law and Corporate Affairs
Tenant's Address - For Billing:
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052-6399
Attn: Property Managers
(e) Mailing Address of the Premises:
1065 La Avenida
Mountain View, California 94043-1421
(f) Project: The land, buildings and improvements shown on the Project
Site Plan ("Project").
(g) Premises: See Article 2.1.
(h) Execution Date: The last date appearing adjacent to the parties'
signatures below.
(i) Commencement Date: See Article 3.
(j) Option: See Article 3.
(k) Lease Term: See Article 3.
(l) Improvements: See Article 2.
(m) Use of Premises: See Article 7.
(n) Base Rent; Amortized Rent (unless adjusted pursuant to the terms
and conditions herein contained, including, without limitation Article
4.3):
----------------- ----------------- ---------------- ------------- ------------------ -----------------
Lease Year Base Rent Monthly Base Estimated Amortized Rent Total of
per Square Rent (for the Additional includes Monthly Base
Foot Premises Rent Additional Rent Rent, Estimated
excluding for Building Additional Rent
Building 1075 and Amortized
1075) Rent
----------------- ----------------- ---------------- ------------- ------------------ -----------------
01/01/2005 $1.45 per $611,917.40 $75,113.83 $222,738.60 $909,770.00
through square foot for
8/31/2005 422,012 square
feet
----------------- ----------------- ---------------- ------------- ------------------ -----------------
09/01/2005 $1.49 per $630,274.92 $75,297.41 $222,738.60 $928,311.00
through square foot for
8/31/2006 422,012 square
feet
----------------- ----------------- ---------------- ------------- ------------------ -----------------
09/01/2006 $1.54 per $649,183.17 $76,803.36 $222,738.60 $948,725.00
through square foot for
8/31/2007 422,012 square
feet
----------------- ----------------- ---------------- ------------- ------------------ -----------------
09/01/2007 $1.58 per $668,658.66 $78,339.43 $222,738.60 $969,737.00
through square foot for
8/31/2008 422,012 square
feet
----------------- ----------------- ---------------- ------------- ------------------ -----------------
09/01/2008 $1.63 per $688,718.42 $79,906.21 $222,738.60 $991,363.00
through square foot for
8/31/2009 422,012 square
feet
----------------- ----------------- ---------------- ------------- ------------------ -----------------
09/01/2009 $1.68 per $709,379.98 $81,504.34 $222,738.60 $1,013,623.00
through square foot for
8/31/2010 422,012 square
feet
----------------- ----------------- ---------------- ------------- ------------------ -----------------
09/01/2010 $1.73 per $730,661.38 $83,134.42 $222,738.60 $1,036,534.00
through square foot for
8/31/2011 422,012 square
feet
----------------- ----------------- ---------------- ------------- ------------------ -----------------
09/01/2011 $1.78 per $752,581.22 $84,797.11 $222,738.60 $1,060,117.00
through square foot for
8/31/2012 422,012 square
feet
----------------- ----------------- ---------------- ------------- ------------------ -----------------
09/01/2012 $1.82 per $768,061.84 $86,493.06 $222,738.60 $1,077,293.00
through square foot for
8/31/2013 422,012 square
feet
----------------- ----------------- ---------------- ------------- ------------------ -----------------
09/01/2013 $1.83 per $772,281.96 $88,222.92 $222,738.60 $1,083,243.00
through square foot for
8/31/2014 422,012 square
feet
----------------- ----------------- ---------------- ------------- ------------------ -----------------
(o) Additional Rent: See Article 4.
(p) Rent: Base Rent, Amortized Rent and Additional Rent (See Article
4.)
(q) Base Rent During Option Term: "Market Rent" means the prevailing
market rental rate on a level basis that a willing tenant would pay, and a
willing landlord would accept, in an arm's length bona fide negotiation for
office space of comparable quality, design and location in the Mountain
View, CA area with comparable landscaping, amenities, and recreational
facilities, for an amount of space comparable to the amount then leased by
Tenant including annual rental increases if such increases are market at
the time. (provided that if there are fewer than three (3) such comparable
Class A office leaseholds in the Mountain View and Sunnyvale, CA area then
the market area shall be expanded to include the County of Santa Clara),
taking into consideration all relevant factors including, without
limitation, any concessions or inducements (e.g., rent abatement, tenant
improvement and other allowances) then being offered
by landlords to prospective tenants (or by prospective tenants to
landlords) for comparable space, definition of "rentable area" applicable
to the comparable spaces, distinction between gross and net rental rate
(exclusive of expense pass-throughs, whether characterized as such or not,
and exclusive of any portion of "base rentals" attributable to expenses or
to an "expense stop"), the term of the lease(s), amenities, setting,
leasing, services provided and creditworthiness of tenant. For purposes of
determining "comparable quality and design," the Premises shall be deemed
to exclude any increase in the value of the Premises resulting from
Alterations constructed at the expenses of Tenant after the Commencement
Date.
Base Rent for each Option term shall be ninety-five percent (95%) of
the Market Rent for the Option term. The parties shall negotiate in good
faith to establish the Market Rent. If the parties are unable to agree on
Market Rent within fifteen (15) days after Tenant gives Landlord its notice
exercising the Option (the "Notice Date"), then each party shall appoint a
disinterested, independent appraiser who is a member of the American
Institute of Real Estate Appraisers (an "Appraiser") and has at least five
years experience appraising rental properties in the Mountain View, CA
area. If the Appraisers are unable to reach agreement about market rent
within thirty (30) days after the Notice Date, then either party on notice
to the other may request appointment of a single arbitrator. Upon such
notice the parties shall have five (5) days to agree upon an arbitrator who
has significant real estate experience and if no such agreement is reached,
then the American Arbitration Association ("AAA") shall appoint a single
arbitrator. If the AAA does not appoint an arbitrator meeting the same
qualifications of an Appraiser within thirty (30) days after the request,
then either party may apply to the senior judge of the superior court of
the county where the Premises are located who, acting in his individual
(not judicial) capacity, shall make the appointment. See Article 27.2
regarding commissions.
Once the arbitrator is appointed, each Appraiser promptly shall submit
his determination of Market Rent to the arbitrator. The arbitrator shall
determine Market Rent (applying the definition stated above) within ten
(10) days based solely on the materials submitted by the Appraisers and the
Market Rent shall be determined based on baseball arbitration where the
arbitrator's only responsibility is to choose which of the Appraisers is
the closest to Market Rent. Each party shall bear the expense of retaining
its Appraiser. The fees and expenses of the arbitrator and other expenses
of the arbitration shall be borne equally by the parties. The arbitrator's
determination of Market Rent shall be final and binding on the parties.
Judgment upon the determination of Market Rent rendered by the arbitrator
may be entered in any court having jurisdiction.
(r) Project Rentable Area: 515,700 square feet, being the aggregate of
the following: (i) 422,012 square feet for, collectively, Building 1045
(which has 113,949 square feet), Building 1055 (which has 113,949 square
feet), Building 1065 (which has 80,165 square feet), and Building 1085
(which has 113,949 square feet); and (ii) 93,688 square feet for Building
1075.
(s) Lease Year: The first eight (8) full calendar months of the Lease
Term and each succeeding twelve (12) month period.
(t) Laws: Laws, ordinances, rules and regulations, including but not
limited to building and zoning laws, including the Americans with
Disabilities Act, health, energy, and fire codes of the state, local and
federal governments, agencies, and boards, and the requirements and
regulations of Boards of Fire Underwriters having jurisdiction and of
insurance carriers of any insurance on the Premises.
(u) Common Area: The driveways with dashes (----) as shown on the
Premises Site Plan.
1.2 Exhibits. The Exhibits listed below are attached and are incorporated
in this Lease by this reference:
EXHIBIT A-1 Premises Site Plan
EXHIBIT A-2 Project Site Plan
EXHIBIT B Memorandum of Lease
EXHIBIT C SAND
EXHIBIT D Permitted Encumbrances and Legal Description
EXHIBIT E Sublet or Assignment Agreement
EXHIBIT F Estoppel
EXHIBIT G Final Clearance SCVWD
ARTICLE 2
DESCRIPTION OF PREMISES; CURRENT LEASE
2.1 Premises. Landlord leases to Tenant the Premises. "Premises" shall be
defined as the portion of the Project under Lease to the Tenant at any given
time. The initial Premises shall include the entire Project which includes all
of Building 1045, Building 1055, Building 1065, Building 1075 and Building 1085,
the other improvements ("Improvements") now or hereafter erected or constructed
on the Land, together with all appurtenances and the benefits of any appurtenant
easements and rights of way, and the parking facilities shown on Project Site
Plan attached hereto as Exhibit A-2. From time to time, the Premises may be
amended as a result of any contraction or expansion thereto as provided herein.
At all times, notwithstanding any contraction or expansion to the Premises,
Tenant shall have exclusive use at the Premises, as defined at any given time of
all recreational and fitness areas, all existing infrastructure support areas
(e.g. satellite; power back-up; etc.), and all parking shown on the Premises
Site Plan attached as Exhibit A-1 showing different configurations of the
Premises. The Premises Site Plan reflect the actual Premises at any given time
during the Lease, and the appropriate Premise Site Plan shall be designated or
adjusted as appropriate upon any amendment to the Lease when the Premises
changes from its initial configuration.
2.2 Building 1075. Commencing on October 31, 2005, and provided that Tenant
receives reasonable advance written notice, Tenant shall provide Landlord and
its representatives with access to Building 1075 so that Landlord and its
representatives may show Building 1075 to prospective tenants. At the earlier of
January 31, 2006, or the commencement date of a lease by Landlord to a tenant
for all or any part of Building 1075, Tenant shall surrender and return
possession of Building 1075 to Landlord in accordance with the terms and
conditions required herein, and upon such surrender and return, the Premises
shall no longer include Building 1075 and related parking shown on the Premises
Site Plan (Exhibit A-1) and improvements. In event Landlord leases all or any
part of Building 1075 with a lease commencement date after October 31, 2005 and
prior to January 31, 2006, Landlord shall deliver written notice to Tenant
requesting an early surrender date which in no event shall be less than 45 days
after Landlord's notice to Tenant unless otherwise agreed by Tenant.
Landlord will use good faith business efforts to undertake leasing at
Building 1075 on such terms that will allow Tenant to expand into Building 1075
during the calendar year 2011. All leases for Building 1075 which contain
extension options must provide that such options are personal to the original
tenants and will be forfeited in event of any assignment of such leases or
subletting of their premises.
2.3 Parking; Exterior Common Areas. Landlord represents and covenants that
Tenant shall be entitled to maintain parking at the Premises with no less than a
ratio of 3.39 parking spaces for every 1,000 rentable square feet leased by
Tenant which amounts to 1,748 parking spaces as described on the Project Site
Plan attached hereto as Exhibit A-2. Upon surrender of Building 1075 pursuant to
Article 2.2 Tenant's share of parking will be reduced from 1,748 to 1,439
parking spaces. Tenant's parking spaces shall include all parking shown on the
Project Site Plan as parking even if portions are being used by Tenant for other
purposes such as satellite dish location or storage.
2.4 Current Lease. Landlord and Tenant acknowledge and agree that, on the
Commencement Date, without further action required by either party, that certain
Standard Form Lease, dated July 25, 1998, between Mission West Properties, L.P.,
a Delaware limited partnership, and Tenant, as amended by that certain First
Amendment to Lease, dated September 6, 2000, between Landlord and Tenant
(collectively, the "Current Lease") is Lease Terminated and replaced with this
Lease. No further rights, benefits or obligations shall continue after the
Commencement Date with respect to the Current Lease except as expressly set
forth herein. In the event Tenant has paid Rent under the terms and conditions
of the Current Lease for any period following the Commencement Date in excess of
that required under this Lease for the same period, Landlord shall adjust Rent
and refund the difference to Tenant within ten (10) days of the Execution Date.
Any amount not timely refunded to Tenant may, at Tenant's option and not as its
exclusive remedy, be offset against Base Rent and Amortized Rent due hereunder.
Landlord waives all Tenant's obligations under the Current Lease except for the
those listed in Article 15.2 herein. Landlord acknowledges receipt of a complete
and current set of Project and Improvement drawings on a current version of
Auto-Cad. These drawings shall include all grading, site, underground,
architectural, structural, interior, plumbing, sprinkler, electrical,
HVAC/mechanical, landscape and other available plans.
2.5 Amendments Required For Additions and Contractions of Premises. Upon
Tenant's exercise of any of the following options; (a) surrender of Building
1075 pursuant to Article 2.2, (b) right to contract pursuant to Article 3.5 and
(c) right of first offer to lease pursuant to Article 3.6, the Landlord shall
prepare for the approval of Tenant an Amendment to Lease that includes the
following: (i) a new Premises Site Plan showing the land, parking, buildings and
other improvements that will comprise the Premises and will be attached as an
exhibit to the Amendment, (ii) a recalculation of the Base Rent and the parking
(iii) the commencement date and surrender date, (iv) a recalculation of Tenant's
Tax Share (defined in Article 5.6 below) and (v) any other prorations or
adjustment as required by the Lease.
ARTICLE 3
LEASE TERM
3.1 Lease Term. The term of this Lease begins on January 1, 2005 (the
"Commencement Date") and ends on August 31, 2014 (the "Lease Term") unless one
or more Options are exercised or the Lease Term ends earlier under this Lease
(the "Lease Term"). In no event shall the Lease Term commence or Rent begin to
accrue under this Lease unless and until Landlord and Tenant have fully
satisfied each and every condition precedent set forth in Article 3.2.
3.2 Conditions, Warrants of Representation of Landlord and Tenant Upon
Signing Lease. Landlord and Tenant by signing this Lease agree to the following:
(i) conditions, representations and warranties contained in Article 15.1 are
true and correct and agreed to by Landlord; (ii) conditions, representations and
warranties contained in Article 15.2 are true and correct and agreed to by
Tenant, (iii) Landlord shall deliver to Tenant one (1) fully executed original
of this Lease within ten (10) days after Tenant delivers to Landlord two
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