1
EXHIBIT 10.2
B E D F O R D P R O P E R T Y I N V E S T O R S
CONSENT TO SUBLEASE
RE: BUILDING OR COMPLEX: Plaza Building
LANDLORD: Bedford Property Investors, Inc.
TENANT: Adobe Systems Inc.
PREMISES: Plaza Building
SUBLET PREMISES: 2nd & 4th Floors of Plaza Building
DATE OF MASTER LEASE: October 31, 1996
PROPOSED SUBLESSEE: Getty Images, Inc.
Dear Tenant:
Pursuant to the terms of your lease ("Master Lease") covering the
above-captioned Premises, you have requested the Landlord's consent to a
sublease to the above-captioned Master Lease, a true, correct and complete copy
of which Tenant and Sublessee warrant is attached hereto as Exhibit "A" (the
"Sublease").
Landlord hereby grants its consent to the Sublease upon the following express
terms and conditions:
1. The Sublease is subject and subordinate to the Master Lease and to all of
its terms, covenants, provisions and agreements, and to all of the terms
and provisions of this consent to sublease ("Consent"). Sublessee shall
not do or permit anything to be done in or around the Sublet Premises
which would violate any provisions of the Master Lease or this Consent.
Sublessee and Tenant agree that this Consent is given solely for the
purpose of allowing Tenant to sublease the Sublet Premises and to specify
the terms and conditions under which Tenant may do so.
2
2. The Sublessee shall perform faithfully and be bound by all of the terms,
covenants, conditions, provisions and agreements of the Master Lease, for
the period covered by the Sublease and to the extent of the Sublet
Premises. In the event that Sublessee shall fail to abide by the terms of
the Master Lease, it shall be deemed a default by Tenant and Sublessee
under the Master Lease entitling Landlord to exercise all of its rights
and remedies under the Master Lease as against Tenant and Sublessee.
3. Neither the Sublease nor this Consent shall:
(a) release or discharge Tenant from any liability, whether past,
present or future, under the Master Lease; or
(b) operate to obligate Landlord to any of the terms, covenants or
conditions of the Sublease as between Tenant and Sublessee and
Landlord shall not be bound thereby; or
(c) be construed as a consent to or approval or ratification of any
particular provisions of the Sublease, it being agreed that
Landlord has not and will not review or pass upon any of the
provisions of the Sublease and that Landlord shall not be bound or
estopped by any provision contained in the Sublease; or
(d) operate to extend the term of the Master Lease beyond its present
expiration date, notwithstanding the fact that the Sublease may
purport to be for a longer term; or
(e) be construed to modify, waive or affect any of the terms,
conditions, provisions or agreements of the Master Lease, or to
waive any breach thereof, or any of the Landlord's rights
thereunder, or to enlarge or increase Landlord's obligations
thereunder, or to diminish or decrease Tenant's obligations
thereunder; or
(f) allow Sublessee to utilize the Sublet Premises for any purpose
other than the use allowed under the Master Lease; or
(g) be construed as a consent by the Landlord to any further
subletting either by Tenant or by the Sublessee or to any
assignment by Tenant of the Master Lease or assignment by the
Sublessee of the Sublease, whether or not the Sublease purports to
permit the same and, without limiting the generality of the
foregoing, both Tenant and the Sublessee agree that the Sublessee
has no right whatsoever to assign, mortgage or encumber the
sublease nor to sublet any portion of the Sublet Premises or
permit any portion of the Sublet Premises to be used or occupied
by any other party, except in accordance with the terms of the
Master Lease.
3
4. In the event of Tenant's default (after notice and the passage of any
applicable cure period) under the provisions of the Master Lease, the
rent and any other charges due from the Sublessee under the Sublease (the
"Sublease Payments") shall be, at the option of Landlord, deemed assigned
to Landlord and Landlord shall have the right, following such default, at
any time at Landlord's option, to give written notice of such assignment
to the Sublessee. Upon Sublessee's receipt of such notice, Sublessee
shall make all Sublease Payments due thereafter directly to Landlord,
without liability to Tenant for making such payments to Landlord rather
than to the Tenant. Landlord shall credit Tenant with any Sublease
Payments received by Landlord under such assignment but the acceptance of
any Sublease Payments from the Sublessee as the result of any such
default shall in no manner whatsoever be deemed an attornment by the
Sublessee to Landlord in the absence of a specific written agreement
signed by Landlord and Subtenant to such an effect, or serve to release
Tenant from any liability under the terms, covenants, conditions,
provisions or agreements of the Master Lease or this Consent. In the
event that Landlord does not elect to have Sublessee attorn to it as
specified above, Landlord shall have all rights and remedies as provided
under the Master Lease as against Sublessee in the event of any default
under the Master Lease, including without limitation the right to regain
possession of the Sublet Premises.
5. If the Master Lease is terminated by Landlord due to a default by Tenant
under the Master Lease, Sublessee shall have the right to negotiate with
Landlord to Lease the Sublet premises at terms to be consistent with
market but in no event shall the rent be less than the then current rent
due to Tenant under the Sublease Agreement. Landlord and Subtenant shall
negotiate in good faith for a period not greater than thirty (30) days
after the termination of the Master Lease. If the parties are unable to
come to agreement within the thirty (30) day period, Subtenant will
immediately vacate the Sublet Premises in accordance with terms of the
Master Lease.
6. Both Tenant and Sublessee shall be liable for the payment of all bills
rendered by Landlord for charges incurred by the Sublessee for services
and materials supplied to the Sublet Premises. In the event of any
default (after notice and the passage of any applicable cure period) by
Tenant or Sublessee in the full performance and observance of their
respective obligations under this Consent, such default may, at
Landlord's option, be deemed a default under the terms of the Master
Lease, entitling Landlord to exercise all rights and remedies contained
in the Master Lease with respect to such default, as well as any other
rights or remedies available to Landlord under this Consent, at law or in
equity, by statute or otherwise, with respect to such default.
4
7. Landlord makes the following representations and warranties to Sublessee:
(a) Tenant has fulfilled all of its duties under the Master Lease and
is not in default under the Master Lease.
(b) To the best of Landlord's actual knowledge the Master Lease is in
full force and effect and has not been modified, altered or
amended other than by the first amendment thereto.
8. Landlord consents to Sublessee's use of the Sublet Premises for general
office use and ancillary uses by Sublessee, Sublessee's employees and
visitors including, without limitation, data center, production and
scanning, distribution, call center (operating 24 hours a day, seven days
a week), cafeteria and software laboratories.
9. The term of the Sublease shall expire and come to an end on its
expiration date or any premature termination date thereof, but in any
event no later than concurrently with the expiration date of the Master
Lease or any premature termination of the Master Lease (whether by
consent or other right, now or hereafter agreed to by Landlord and
Tenant, or by operation of law at Landlord's option in the event of a
default by Tenant).
10. Neither Landlord nor Sublessee shall be liable to the other or to any
insurance company (by way of subrogation or otherwise) insuring the other
party for any loss or damage to any building, structure or tangible
personal property of the other or of any third party occurring in or
about the Sublet Premises or the Building, even though such loss or
damage might have been occasioned by the negligence of such party, its
agents or employees, if such loss or damage would fall within the scope
of a fire and extended coverage (all risk) policy of insurance, whether
or not the party suffering the loss actually maintained such insurance.
Each party shall obtain from its respective insurer under each insurance
policy it maintains a waiver of all rights of subrogation that the
insurer of one party may have against the other party, and Landlord and
Sublessee shall each indemnity the other against any loss or expense,
including reasonable attorneys' fees, resulting from the failure to
obtain such a waiver.
11. Tenant hereby warrants that all of the terms and provisions of the Master
Lease are in full force and effect and that there are no defaults (or
matters that with the passage of time or the giving of notice, or both,
would constitute a default) by Landlord or Tenant under the Master Lease.
In the event of a conflict between the provisions of the (i) Master Lease
and the Sublease, the provisions of the Master Lease shall prevail, and
(ii) this Consent and the Master Lease or Sublease, the provisions of
this Consent shall prevail.
5
12. This consent is not assignable, nor shall this Consent be a consent to
any amendment or modification of the Sublease, without Landlord's prior
written consent.
13. Tenant and Sublessee covenant and agree that under no circumstances shall
Landlord be liable for any brokerage commission or other charge or
expense in connection with the Sublease, and Tenant and Sublessee both
agree to indemnify, defend and hold Landlord harmless from and against
same and against any cost or expense (including, but not limited to,
attorneys' fees) incurred by Landlord in resisting any claim for any such
brokerage commission.
14. Tenant and Sublessee understand and acknowledge that Landlord's consent
hereto is not a consent to any improvement or alteration or work to be or
being performed in the Premises, that Landlord's consent must be
separately sought if and to the extent provided in the Master Lease.
15. Tenant agrees to abide by the terms of the Master Lease as the same
contemplates a sharing with Landlord of "bonus" or "key" rent received by
Tenant in excess of the minimum rent due Landlord under the Master Lease.
16. Tenant and Sublessee agree that the terms and provisions of the Sublease
shall not, without the prior written consent of Landlord, be amended or
modified.
17. This Consent constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof, and shall not be operative or
binding unless and until executed by all parties hereto. This Consent may
not be modified, altered, amended or changed except by an agreement in
writing signed by all parties hereto. This Consent for all purposes shall
be construed in accordance with the laws of the State of Washington. The
terms and provisions of this Consent shall be binding upon and inure to
the benefit of the parties hereto and to the successors and assigns of
Landlord and, to the extent approved in writing by Landlord, the
successors and assigns of Tenant and Sublessee.
18. The execution of a copy of this Consent by Tenant and the Sublessee shall
indicate the joint and several confirmation by Tenant and Sublessee of
the foregoing conditions and of Tenant's and Sublessee's agreement to be
bound thereby and shall constitute Sublessee's acknowledgement it has
received a copy of the Master Lease from Tenant.
6
Very truly yours,
BEDFORD PROPERTY INVESTORS, INC.
a Maryland corporation
By: /s/ Phillipe Wood
Its: Vice President
Date: 4.11.99
CONFIRMED AND AGREED:
TENANT: SUBLESSEE:
ADOBE SYSTEMS INC. GETTY IMAGES, INC.
a California corporation a Delaware corporation
By: /s/ By: /s/ Heather Redman
Its: Director of Facilities Its: General Counsel
Date: 4.6.99 Date: 4.5.99