FIRST ADDENDUM TO LEASE
This First Addendum to Lease ("First Addendum") is dated for reference
purposes August 18, 1999, and is made between The Joseph Pell & Eda Pell
Revocable Trust dated August 18, 1989 ("Landlord") and Adept Technology, Inc., a
California corporation, ("Tenant") to be a part of that certain Lease dated
April 30, 1998. Landlord and Tenant agree that the Lease is modified and
supplemented by this First Addendum.
Landlord and Tenant are parties to the Lease pursuant to which Landlord
leased to Tenant and Tenant leased from Landlord building space. Tenant wishes
to expand its Premises the Lease is hereby amended as follows:
1. Premises. The added premises ("Added Premises") of approximately 12,862
square feet located at 4659 Las Positas Road in the Arroyo Business Park in
Livermore, California, as shown by Exhibit A attached hereto.
2. Term. The term of the Added Premises shall commence on the date the Tenant
opens for business or 120 days after the date this First Addendum is
signed. The length of the term shall be four (4) years.
3. Base Rent. Tenant agrees to pay Landlord Base Rent as follows:
Months 1-18 $.94 psf NNN
Months 19-48 $1.04 psf NNN
Rent for the first full month of the Term shall be paid by Tenant upon
Tenant's execution of this Lease.
4. Security Deposit. Upon execution of this First Addendum, Tenant will pay to
Landlord a Security Deposit in the amount of Twelve Thousand and Ninety
Dollars ($12,090.00).
5. Tenant Improvements:
A. Plans and Specifications. Tenant shall have an architect of Tenant's
choice ("Architect") prepare construction drawings and design
specifications for the Premises. All such architectural and engineering
drawings and specifications are herein referred to as the "Plans." The
Plans shall be submitted to Landlord for Landlord's approval which
shall be evidenced by Landlord's signing the Plans. Landlord's approval
shall not be unreasonably withheld, delayed or conditioned. Landlord
shall have ten (10) business days to review the Plans.
B. Selection of Contractor. The contractor ("Contractor") who shall
perform the tenant improvement work in the Premises shall be selected
by Tenant. Landlord shall have ten (10) business days to approve or
disapprove Tenant's selection of a Contractor, which approval shall not
be unreasonably withheld, delayed or conditioned. Landlord's criteria
for evaluation of Tenant's Contractor shall include, but not be limited
to, reputation and quality of workmanship, record of completing
previous jobs, relationship with the City of Livermore Building and
Planning
Departments, cooperativeness in dealing with Landlord and its
employees, and financial strength. If Landlord rejects Tenant's
Contractor, the reasons for the rejection shall be stated in a letter
to Tenant. If a Contractor is rejected by Landlord, another Contractor
shall be selected and its name submitted in writing within five (5)
business days. Each Contractor shall be evaluated by Landlord using the
criteria stated above.
C. Standard of Construction. Contractor shall complete all tenant
improvement work in accordance with the Plans and shall make no
alterations, additions, or reinforcements to the structure of the
Building except as specifically approved by Landlord in writing.
Tenant, or Contractor, at its expense, shall procure all building and
other permits required for completion of Tenant's work. Tenant agrees
that all work done by Tenant, its Contractor and subcontractors shall
be performed in full compliance with all laws, rules, orders, permits,
ordinances, directions, regulations and requirements of all
governmental agencies, offices, and departments of all governmental
agencies, offices, and departments having jurisdiction, including
without limitation applicable provisions pertaining to use of hazardous
or toxic materials and the American with Disabilities Act, and in full
compliance with the rules, orders, directions, regulations and
requirements of the Board of Fire Underwriters or any other
organization performing a similar function.
Landlord shall have the right to enter the Premises at any time to post
any Notice of Non-Responsibility or other notice on the Premises during
Tenant's construction. Contractor and all contractors and
subcontractors retained by Tenant or Contractor shall be bondable and
bonded licensed contractors, possessing good labor relations, adequate
financial strength, and have a record of performing quality
workmanship.
During the course of construction, Tenant shall maintain builder's risk
insurance in the form and content reasonably satisfactory to Landlord.
Tenant's insurance shall name Landlord as an additional insured and
shall provide that it may not be cancelled or amended without twenty
(20) days prior written notice to Landlord. At least seven (7) calendar
days prior to commencement of construction, Tenant shall provide
Landlord with a certificate of such insurance and evidence of any
required bonds in form satisfactory to Landlord.
Contractor shall complete the tenant improvement work with diligence
and in such a manner as not to interfere with the use or enjoyment of
other portions of the Building or adjacent buildings or common areas by
Landlord or other tenants. Contractor shall provide for all temporary
power, water and other utility facilities as required in connection
with the construction of Tenant's work. Contractor shall provide its
own dumpster for collection and disposition of construction debris,
which shall be located at a location approved by Landlord, and all
construction debris from construction shall be disposed of in
Contractor's dumpster and not in trash facilities for the Project.
Contractor's construction materials,
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tools, equipment and debris shall be stored only within the Premises,
or in areas designated for that purpose by Landlord. Work space
exterior to the Premises shall be available only with the written
approval of Landlord. Tenant's construction work shall be subject to
the inspection and supervision of Landlord and Landlord"
representative.
D. Liability. Tenant and Contractor shall indemnify and hold harmless
Landlord for any and all claims arising from Tenant's work. Tenant
shall pay for all damage to the Building or appurtenant areas or
equipment, as well as all damage to tenants or occupants thereof or
their licensees or invitees, including, but not limited to, losses
incurred as the result of power outages caused by Tenant's or
Contractor's work in the Building. Any such damages may be deducted
from the Allowance (as hereinafter defined). Tenant shall be solely
responsible for the adequacy in all respects of the tenant
improvements, including without limitation compliance with all
governmental requirements, compatibility with the Building shell, and
any special requirements of Tenant's proposed equipment or machines
with respect to ambient temperatures, electrical use or current, or
water availability.
E. Tenant Improvement Allowance. Landlord shall contribute, for the
Premises, an amount equal to the product of Sixteen Dollars ($16.00)
times the square footage of the Premises (that is, $205,792.00) (the
"Allowance"). The Allowance shall include all architectural,
engineering and consultant fees, and all other fees charged in
conjunction with preparation of the Plans. All costs exceeding the
Allowance shall be borne by Tenant.
F. Disbursement of Allowance. Once a month, on or before the tenth (10th)
day of the month, Tenant shall present to Landlord a Request for
Disbursement ("Request for Disbursement") requesting payment by
Landlord of any costs associated with the design, engineering or
construction of the tenant improvements for the Premises. The Request
for Disbursement shall include the following information:
(i) A certificate from Tenant confirming that all of the work contained
in the Request for Disbursement has been completed in accordance with
the applicable contracts.
(ii) Unconditional mechanics lien releases and copies of invoices from
the Contractor, subcontractors, suppliers and materialmen marked
"Paid."
(iii) And such other reasonable documentation as may be requested by
Landlord not later than the twenty-fifth (25th) day of the previous
month.
G. Allowance Payments. Payment shall not be made on any Request for
Disbursement until all of the information and documentation above is
complete. Payment shall be made only for those materials which have
been installed or which have been delivered to the Premises. Landlord
shall have five (5) calendar days from the date of receipt of the
Request for Disbursement to review same and
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request clarification. If Landlord is in Agreement with the Request for
Disbursement, payment shall be made to Tenant within ten (10) days of
receipt of the Request for Disbursement. If any items are in dispute,
Landlord shall not make payment on those items until the dispute is
resolved, but Landlord shall make payment to Tenant of all amounts not
in dispute within ten (10) days of receipt of the Request for
Disbursement. Landlord shall not unreasonably withhold, delay or
condition its approval of any Request for Disbursement or on any
specific request for payment made therein. A final disbursement of Five
Thousand Dollars ($5,000.00) shall be held until all punchlist items in
the Premises are complete, and the time for the filing of any mechanics
liens claimed or which might be filed on account of any work performed
by Tenant, Contractor, subcontractors, suppliers or materialmen has
passed. Any damage to Landlord's property will be repaired to
Landlord's satisfaction. Once Landlord has disbursed the entire amount
of the Allowance to Tenant, except the final disbursement of Five
Thousand Dollars ($5,000.00), any and all costs associated with the
design, engineering or construction of the Premises shall be paid
directly by Tenant.
8. Except as set forth herein, the Lease shall remain unmodified and in full
force and effect. Should there by any conflict between the terms of the
Lease and the terms of this First Addendum, the terms of this First
Addendum shall control.
IN WITNESS WHEREOF, the parties have executed this First Addendum to Lease
as of the date written below.
Landlord: The Joseph Pell and Eda Pell Revocable
Trust dated August 18, 1989
/s/ Karen Pell
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Karen Pell, Trustee
Date: 9-21-99
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Tenant: Adept Technology, Inc.
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Date: 9-16-99
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EXHIBIT A
IDENTIFICATION OF THE PREMISES. THE BUILDING AND THE PROJECT
[GRAPHIC OMITTED]
Project
Premises Building
Added Premises
First Addendum
Arroyo Business Center
46O3, 4647, & 4659 Las Positas Road,
Livermore, California
Exhibit A