Exhibit 10.27
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WARLAND INVESTMENTS COMPANY 1299 OCEAN AVENUE, SUITE 300
SANTA MONICA, CALIFORNIA 90401 (310) 395-7811 FAX: (310) 395-7706
December 22, 2005
Myron Galchutt
Newmark of Southern California
18400 Von Karman Avenue, Suite 130
Irvine, CA 92612
RE: UNIVERSAL ELECTRONICS LEASE EXTENSION
6101 GATEWAY DRIVE, CYPRESS, CALIFORNIA
Dear Myron:
Enclose for forwarding to Universal Electronics are one fully executed original
of the Third Amendment to Lease, providing for the six-year lease extension
commencing January 1, 2006, and one fully executed original of the Parking
License Agreement between Universal and Warland.
Very truly yours,
/s/ Peggy A. Kratka
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Peggy A. Kratka
Senior Project Manager
Enclosures
Cc w/enclosures: Henry Stiepel, Esq. (duplicate original)
Brian DeRevere
THIRD AMENDMENT TO LEASE
THIS THIRD AMENDMENT TO LEASE ("AMENDMENT") is entered into as of
December 1, 2005, between WARLAND INVESTMENTS COMPANY, a California limited
partnership ("LANDLORD") and UNIVERSAL ELECTRONICS INC., a Delaware corporation
("TENANT"), with reference to the following:
RECITALS:
A. Landlord and Tenant previously entered into that certain Lease dated
November 1, 1997, as amended by that certain First Amendment to Lease dated
February 21, 2001 and that certain Second Amendment to Lease dated May 27, 2003
(collectively, the "LEASE") pursuant to which Tenant currently leases from
Landlord certain premise commonly known as 6101 Gateway Drive, Cypress,
California (the "PREMISES"). Capitalized terms not otherwise defined herein
shall have the same meaning as given to them in the Lease.
B. Landlord and Tenant now desire to amend the Lease to (i) increase the
size of the Premises by approximately 3,312 square feet, (ii) extend the Lease
Term, (iii) set forth the Basic Monthly Rent payable during such extended Lease
Term, and (iv) otherwise amend the Lease as more particularly set forth below.
NOW, THEREFORE, in consideration of the foregoing recitals and for
other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree that the Lease shall be modified
and/or supplemented as follows:
1. EXPANSION OF THE PREMISES. As of the Extension Term Commencement Date
(as hereinafter defined) the Premises shall consist for all purposes of 34,080
square feet as depicted on the plot plan ("PLOT PLAN") attached hereto as
Exhibit "A". Exhibit "A" to the Lease is hereby deleted in its entirety and
replaced with Exhibit "A" to this Amendment. The square footage of the Premises
for all purposes under the Lease shall be deemed to be 34,080 square feet based
upon industrial drip line measurement, whether the actual square footage is
greater than or less than 34,080 square feet,
2. EXTENDED TERM. The Lease Term is hereby extended for an additional
period of seventy-three (73) months commencing on January 1, 2006 ("EXTENDED
TERM COMMENCEMENT DATE") and expiring on January 31, 2012 (the "EXTENDED TERM").
3. RENT. The Basic Monthly Rent for the Extended Term shall be as follows:
Period Basic Monthly Rent
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1/1/06-12/31/07 $28,286.40 ($.83 per square foot), triple net
1/1/08-12/31/09 $29,990.40 ($.88 per square foot), triple net
1/1/10-1/31/12 $31,694.40 ($.93 per square foot), triple net
Provided that Tenant is not then in Default or an event has occurred which with
the passage of time would constitute a Default, the Base Monthly Rent for the
month of January 2006 shall
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abate (the "ABATED RENT PERIOD"). During the Abated Rent Period, Tenant shall
pay Additional Rent and all other amounts due under this Lease.
4. PREMISES WORK. Subject to the terms and conditions of the Construction
Agreement attached hereto as Exhibit "B", Tenant shall have the right to perform
certain leasehold improvement work within the Premises.
5. CONDITION OF PREMISES. Tenant confirms that it is currently in
possession of the Premises and accepts the Premises and any portion thereof in
its now-current and future "AS IS" condition, with all faults and defects,
whether latent or patent.
6. PARKING SPACES. Paragraph 2(d) of the Fundamental Lease Provisions of
the Lease is hereby amended to increase the number of Premises Parking Spaces
from 120 to 123. Further, subject to the terms and conditions of the Parking
License Agreement in the form of attached Exhibit "C" and executed concurrently
with this Amendment (the "PARKING LICENSE AGREEMENT"), Tenant shall have the
right to use the additional thirty (30) Parking Spaces on the Parking Parcel (as
those terms are defined in the Parking License Agreement).
7. OPTION TO EXTEND TERM. Tenant shall have one (1) five (5)- year option
(the "OPTION") to extend the Extended Term (the "EXTENDED TERM") on the same
terms and conditions as set forth in the Lease, except that the Basic Monthly
Rent shall be adjusted on the first day of the Extended Term to ninety-five
percent (95%) of the "FAIR MARKET RENT" for the Premises then in effect
established pursuant to the attached Exhibit "D". Thereafter, the Basic Monthly
Rent shall be increased (but never decreased) on the first day of every
twenty-fifth (25th) month of the Extended Term ("ADJUSTMENT DATE") in accordance
with the percentage increases, if any, in the Consumer Price Index for All Urban
Consumers (Los Angeles/Anaheim/Riverside Area; Base 1982-84=100) ("INDEX"), as
published by the United States Department of Labor, Bureau of Labor Statistics.
For the first adjustment of Basic Monthly Rent pursuant to this Section, the
Index in effect four (4) months before the Extended Term Commencement Date shall
be compared to the Index in effect on the fourth (4) month before that
Adjustment Date, and the Basic Monthly Rent shall be increased by such
percentage increase, if any, between such indices. On the second Adjustment
date, the Index in effect four (4) months before the first Adjustment Date shall
be compared to the Index in effect on the fourth (4) month before that second
Adjustment Date, and the Basic Monthly Rent shall be increased by such
percentage increase, if any, between such indices. However, on each such
Adjustment Date, the Basic Monthly Rent shall be increased by at least three
percent (3%) compounded annually for the immediately preceding twenty-four (24)
months, but in no event shall the Basic Monthly Rent be increased on each such
Adjustment Date by more than six percent (6%) compounded annually for the
immediately preceding twenty-four (24) months. The Option shall be exercised
only by written unconditional notice received by Landlord at least nine (9)
months before expiration of the Extended Term. If Landlord does not timely
receive Tenant's written unconditional notice of the exercise of art Option in
accordance with the preceding sentence, the Option, shall immediately lapse, and
there shall be no further right to extend the Term. Notwithstanding the
foregoing, in the event (i) Tenant is in monetary or material non-monetary
default on the date the Option Notice is given or (ii) should Landlord have
given to Tenant two (2) or more notices regarding Tenant's failure to pay rent
when due during the Extended Term or (iii) should Tenant be in monetary or
material non-monetary default on the date the Extended Term expires, then in
each event Tenant's Option shall be
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deemed automatically terminated. The Option is personal to Tenant and its
affiliates (as defined in Section 9.8 of the Lease) and, except as set forth in
Section 9.8 of the Lease, may not be assigned to any third party. Pursuant to
the First Amendment to Lease dated February 21, 2001 (the "FIRST AMENDMENT") and
thereafter pursuant to the Second Amendment to Lease dated May 27, 2003, Tenant
extended the Lease Term in lieu of the exercise of the Option (as defined in
Section 13.1 of the Lease); accordingly, Tenant acknowledges that the First
Amendment terminated Tenant's rights under Section 13.1 of the Lease, and
Tenant's only existing option to extend the Lease Term is as set forth in this
Section 7.
8. BROKERS. Tenant represents and warrants to Landlord that except for
Newmark of Southern California, it has not dealt with any real estate broker,
agent or finder in connection with this Amendment or its negotiations with
respect to the Premises or any portion thereof. Tenant shall indemnify, defend
(with counsel satisfactory to Landlord), protect and hold Landlord harmless from
any and all costs, expenses, claims, damages, losses or liabilities (including
costs of suit and reasonable attorneys' fees) resulting from any breach by
Tenant of the foregoing representation, including, without limitation, any
claims that may be asserted by any broker, agent or finder.
9. GENERAL.
(a) Security Deposit. Tenant expressly waives the benefits of any
statute now or hereafter in effect which would prevent Landlord from
applying all or any portion of the Security Deposit to offset any future
Rent owing to Landlord at the termination of this Lease prior to the
Expiration Date, including, without limitation, California Civil Code
Section 1950.7.
(b) Effect of Amendment; Ratification. Except to the extent the Lease
is modified by this Amendment, the terms and provisions of the Lease shall
remain unmodified and in full force and effect. In the event of conflict
between the terms of the Lease and the terms of this Amendment, the terms
of this Amendment shall prevail.
(c) Counterparts. If this Amendment is executed in counterparts, each
counterpart shall be deemed an original.
(d) Governing Law. This Amendment and any enforcement of the
agreements and modifications set forth above shall be governed by and
construed in accordance with the laws of the State of California.
(e) Exhibits. All exhibits attached hereto are hereby incorporated
herein by this reference.
(f) Attorneys' Fees. In the event of any controversy, claim or dispute
between the parties affecting or relating to the purposes or subject matter
of this Amendment, the prevailing party shall be entitled to recover from
the non-prevailing party all of its reasonable expenses, including
attorneys' and accountants' fees.
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment
as of the date first written above.
"TENANT" UNIVERSAL ELECTRONICS INC.,
a Delaware corporation
By: /s/ PAUL ARLING
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Name: PAUL ARLING
Title: CHAIRMAN & CEO
By:
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Name:
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Title:
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"LANDLORD" WARLAND INVESTMENTS COMPANY,
a California limited partnership
By: /s/ CARL W. ROBERTSON
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Carl W. Robertson,
Co-Managing Director
By: /s/ JOHN C. LAW
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John C. Law,
Co-Managing Director
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EXHIBIT "A"
DEPICTION OF THE PREMISES
EXHIBIT "A"
(TRACT NO. 467 DRAWING)
EXHIBIT "B"
CONSTRUCTION LETTER
Tenant and Landlord are executing simultaneously with this Construction
Agreement ("Agreement") that certain Third Amendment to Lease (the "LEASE")
covering the Premises described 6101 Gateway Drive, Cypress, California. This
Agreement is incorporated into and made a part of the Amendment. All capitalized
terms herein have the same definition as in the Lease. In consideration of the
mutual covenants contained in the Lease and for other valuable consideration,
Tenant and Landlord agree that the Premises shall be improved as set forth
below.
1. Tenant's Construction Obligations. Tenant, at its sole cost, shall
employ a fully licensed and bonded general contractor approved by Landlord
("CONTRACTOR"), to construct all tenant improvements within the Premises in
strict accordance with the plans and specifications to be approved by Landlord
as set forth below (the "TENANT IMPROVEMENTS"). Landlord shall have no
responsibility for construction of the Tenant Improvements, and Tenant will
remedy, at Tenant's expense, and will be responsible for any and all defects in
all such construction that may appear during or after the completion thereof.
Tenant shall promptly reimburse Landlord as additional rent for any extra
expense incurred by Landlord by reason of faulty work done by Tenant or Tenant's
contractors or by reason of inadequate cleanup.
2. Approval of Plans and Specifications.
Tenant shall prepare and deliver to Landlord for Landlord's review and approval
three (3) sets, plus one (1) reproducible set, of all of the final working
drawings for the Tenant Improvements ("TI DRAWINGS") which shall cover the work
generally described on attached Schedule 1. Upon completion of Landlord's
review, Tenant shall have five (5) days in which to resubmit, if necessary,
revised TI Drawings to Landlord for Landlord's review and approval. Landlord
shall not have any obligation to approve any TI Drawings that (i) do not conform
to applicable statutes, ordinances or regulations or is disapproved by any
governmental agency, (ii) requires building service beyond the level normally
provided to other tenants in the Business Center, (iii) overload the floor, (iv)
may, as determined by Landlord, in Landlord's sole and absolute discretion,
adversely impact the structural integrity of the Building or any of the Building
systems, (v) can be seen from the exterior of the Building, (vi) increase any of
Landlord's costs, or (vii) are, in Landlord's sole opinion, of a nature or
quality that is inconsistent with the objectives of Landlord for the Business
Center. If Tenant and Landlord are unable to agree on the TI Drawings, such
dispute shall be resolved by the Landlord, DeRevere & Associates, whose
determination shall be final. Following such approval of the TI Drawings, both
parties shall sign and deliver to each other duplicate copies of the TI
Drawings. Thereafter, changes may be made only in strict accordance with the
construction contract for the Tenant Improvements, and Landlord shall have
approval rights therein to any material changes. The term "APPROVED DRAWINGS"
shall include such changes.
Upon receipt of a request by Tenant to approve the TI Drawings for any part
thereof, Landlord shall have ten (10) business days following receipt of the
request together with all reasonable supporting documentation in which to review
in good faith the submitted drawings and other documents to determine whether
they meet the standards for the Building. On or before the expiration of the
review period, Landlord shall prepare and submit to Tenant in writing any
EXHIBIT "B"
Page 1 of 10
comments, suggestions, modifications or objections it may have to the submitted
drawings or documents.
3. Approval of Contractor, Subcontractors and Materialmen. At least ten
(10) business days prior to commencement of construction, Tenant shall furnish
to Landlord the names and addresses of all contractors, subcontractors and
materialmen employed or to be employed in connection with construction of the
Tenant Improvements. Within five (5) business days after receiving this list
together with the qualifications and experience of such contractors and
subcontractors, Landlord may disapprove of the use of any contractor,
subcontractor or materialman set forth on that list. If Landlord fails to notify
Tenant of any such disapproval within this five (5) business day period,
Landlord shall be deemed to have so approved.
4. Construction Allowance.
4.1. Landlord shall provide Tenant with a construction allowance in
the amount of Four Hundred Eight Thousand Nine Hundred Sixty Dollars
($408,960.00) (the "ALLOWANCE"). The Allowance shall be applied to, without
limitation, all elements of the cost of construction, including, without
limitation, all architectural, design and engineering fees, space planning fees,
the fees of Landlord's roofing consultant and contractor to if the Tenant
Improvements in any way affect the Building roof, city and regulatory agency
permit and license fees and plan checks, Title 24 fees, all labor, all
materials, all construction-related utility charges (including, without
limitation, all charges for electrical power and water used during construction,
the cost of all bonds and permits, and all other fees and costs necessary for
the construction of the Tenant Improvements (collectively, "CONSTRUCTION COST").
The Allowance shall not be applied to the fixturizing or cabling the premises or
to the purchase, lease, or finance of any furnitures, fixtures, equipment or
inventory. However, if the Construction Cost exceeds the Allowance, Tenant shall
have the option, to be exercised if at all by delivering written notice to
Landlord at any time before the Extended Term Commencement Date, to request
Landlord to fund an additional allowance to construct the Tenant Improvements
subject to this Section 4 of up to Two and 50/100 Dollars ($2,50) per square
foot of the Premises (the "ADDITIONAL TI ALLOWANCE"). If so requested and if
Landlord then agrees, in Landlord's sole discretion, to fund the Additional TI
Allowance, the Additional TI Allowance shall be amortized over the Extended Term
(as defined in the Amendment) at ten percent (10%) per annum and added to
Monthly Basic Rent for all purposes under the Lease. The term "ALLOWANCE" shall
collectively mean the Tenant Improvement Allowance and, if elected, the
Additional TI Allowance,
4.2. Landlord makes no representation or warranty, express or implied,
by this Amendment or otherwise that the Allowance will be sufficient to complete
construction of the Tenant Improvements in accordance with the Approved
Drawings. Tenant shall pay for all costs to construct the Tenant Improvements to
the extent the Construction Cost exceeds the Allowance. To the extent the
Construction Cost is less than the Allowance, that amount shall be retained by
Landlord. Construction shall not commence until Landlord has fully approved the
plans and specifications for the Tenant Improvements as set forth in Section 2,
above.
4.3. Tenant shall be solely responsible, at its cost but with
Landlord's reasonable cooperation, for obtaining all required licenses and
permits in connection with the permitted use of the Premises, including, without
limitation, any certificate of occupancy or equivalent permit. Tenant shall be
solely responsible, at Tenant's cost, for procurement of Tenant's business
license.
EXHIBIT "B"
Page 2 of 10
5. Disbursement of Allowance. Upon completion of the Tenant Improvements
(as determined by Landlord) and following expiration of the lien period (as
defined below) and provided there are no unpaid claims received by Landlord or
construction related liens filed against the Premises before expiration of the
lien period, Landlord shall, upon written request from Tenant, disburse the
Allowance directly to Tenant (or, as Landlord may determine, by joint check to
Tenant and the general contractor). The written request shall be accompanied by
construction and other cost vouchers and invoices, together with (i) a list of
all work performed and (ii) unconditional final lien releases from the
contractors and materialmen in the form required by Civil Code Section 3262 for
the Tenant Improvements. Each of the foregoing documents shall be initialed by
Tenant and the Contractor. The initials shall indicate approval of all
documents. All vouchers and invoices for construction costs presented by Tenant
to Landlord shall constitute a representation on the part of Tenant that the
funds referred to therein have been used solely for paying only the direct costs
of construction of the Tenant Improvements. In the event Landlord has paid
utility bills during construction (including, without limitation, electrical and
water charges) the amount of said bills shall be deducted from the Allowance
disbursed to Tenant. Tenant shall indemnify, defend and hold Landlord harmless
from all liability, claims and causes of action for payment of any voucher as
presented. The words "EXPIRATION OF THE LIEN PERIOD" shall mean thirty-five (35)
days after the filing of the Notice of Completion for the Tenant Improvements
and the complete, conditional releases by the Contractor and all subcontractors
and materialmen of their respective lien rights against the Premises. If a
Notice of Completion is not filed for record, "expiration of the lien period"
shall mean ninety-five (95) days after completion of construction, as determined
by Landlord's representative, and the complete, conditional releases by the
Contractor and all subcontractors and materialmen of their respective lien
rights against the Premises.
6. Inspection of Progress of Construction. Landlord and its agents shall
have the right at all times during construction of the Tenant Improvements to
enter upon the Premises during construction. If the construction is not in
substantial compliance with the Approved Drawings or with applicable statutes,
regulations, or ordinances, Landlord may direct the contractor to conform
construction, at Tenant's cost, to such standards. Notwithstanding the
foregoing, Landlord is under no obligation to construct or supervise
construction of the Tenant Improvements. Any inspection by Landlord shall be for
the sole purpose of protecting Landlord's interests and is not to be relied upon
in any regard by Tenant. Furthermore, any inspection by Landlord shall not be
representation that there has been or will be compliance with the plans and
specifications, applicable laws, regulations or ordinances or that the
construction is free from faulty material or workmanship. Tenant hereby assumes
all such risks and shall make or cause to be made any and all such other
inspections as Tenant may desire for its own protection and/or as required by
law.
7. Indemnification of Landlord. Tenant shall indemnify, defend and hold
Landlord harmless from and against all claims, causes of action, costs
(including attorneys' fees), damages and liabilities arising from or in
connection with construction of the Tenant Improvements, including without
limitation any and all personal injuries and all mechanics' and materialmen's
liens arising therefrom.
8. Notices. Upon completion of the Tenant Improvements, Tenant shall record
a Notice of Completion with the County Recorder of Orange County. Tenant
irrevocably appoints Landlord as agent to file for record any notices of
completion, cessation of labor, or other notice
EXHIBIT "B"
Page 3 of 10
that Landlord deems necessary to file for record to protect any of Landlord's
interests under this Agreement.
9. Insurance. No construction shall proceed without workers' compensation
and public liability insurance and property damage insurance, all in amounts and
with companies satisfying the requirements of the Lease. Before commencing the
construction, certificates of such insurance shall be furnished to Landlord by
Tenant, the general contractor, and each major subcontractor and supplier
entering the Business Center. If requested, the original policies thereof shall
be submitted for Landlord's approval. All such policies shall provide that
thirty (30) days written notice must be given to Landlord and Landlord's lender
before termination or cancellation.
10. Commencement Date. Under no circumstances shall Contractor's failure to
complete the Tenant Improvements in a timely manner in any way affect the
Extended Term Commencement Date.
11. Construction Rules and Regulations. Tenant shall cause Contractor and
all subcontractors and suppliers to comply with the construction rules and
regulations attached hereto as Schedule 2.
12. Roof Work. Without limiting the foregoing, Tenant shall have no right
to conduct any work on or to the roof of the Building, including causing any
roof penetrations, without procuring Landlord's consent in full compliance with
this Construction Agreement. In the event Landlord consents to such roof work as
part of the Approved Drawings, Tenant shall coordinate all such roof work with
Landlord's approved roofing consultant and roofing contractor and shall pay all
costs and fees charged by them.
13. Miscellaneous.
13.1. All of Tenant's contractors, subcontractors, employees, servants
and agents must work in harmony and shall not interfere with any work undertaken
by or through Landlord, or with the work of any other tenant of the Business
Center or its contractors.
13.2. Any work to be performed in adjacent tenant's areas shall be
pursued only after obtaining that tenant's and Landlord's express written
permission and shall be done only if any agent or employee of Landlord is
present. Tenant shall reimburse Landlord for the expense of any such employee or
agent.
13.3. If any shutdown of plumbing, electrical, or air conditioning
equipment becomes necessary, Tenant shall notify Landlord, and Landlord will
determine when such shutdown shall be done only if an agent or employee of
Landlord is present. Tenant will reimburse Landlord for any resulting expenses
including the expense of any such employee of agent.
EXHIBIT "B"
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SCHEDULE 1
DESCRIPTION OF THE TENANT IMPROVEMENTS
EXHIBIT "B"
Page 5 of 10
(OFFICE EXPENTION DRAWING)
SCHEDULE 2
CONSTRUCTION WORK RULES AND REGULATIONS
(WARLAND INVESTMENTS COMPANY LOGO)
PROPERTY OWNER: Warland Investments Company
PROPERTY MANAGER: Susan Garey (714) 895-5908
MANAGEMENT FAX NUMBER: (714) 898-3453
The following information outlines the construction work rules and regulations
(R&Rs), which will be followed by all construction firms working at WARLAND
CYPRESS BUSINESS CENTER. These R&Rs apply to general construction, Tenant lease
space construction, and all other construction related activities. No deviation
or exception will be permitted without the expressed, written approval of
Warland Investments Company ("WARLAND") who owns and manages the property.
Questions or comments should be directed to the Property Manager at Warland.
1. Prior to any construction activities, the Contractor shall agree to abide
by and conform to these R&Rs and shall acknowledge such agreement for
itself and all others performing any portion of the work by or through the
Contractor, including subcontracts and materials supplier's by executing
these R&Rs where shown.
2. If the Contractor is hired directly by the Tenant, the Tenant will be
primarily responsible for the Tenant's Contractor and its Subcontractors,
workmen, suppliers, etc. Any action detrimental to the Building(s) is the
sole responsibility of the Tenant. Tenant's Contractor shall be responsible
for enforcing these R&Rs with all the Subcontractors, workmen and anyone
else working on the Premises.
3. Plans and specifications setting forth all work to be performed by the
Contractor shall be submitted and approved by Warland in writing prior to
work being commenced. Upon completion, Contractor shall deliver to Warland
"AS BUILT" drawings of any derivations from original approved plans.
4. All costs, including but not limited to, costs for permits, fees and
licenses necessary for the execution of work shall be the sole and
exclusive obligation of the Contractor or its Subcontractors provided
however, such costs may, if agreed by tenant, be passed on to the Tenant
for whom work is performed.
5. Immediately upon being awarded a job, the Superintendent of the successful
bidder is required to set-up a field office. The field office can vary from
a table in the corner of the construction space for a small job to a
separate office for larger projects. The following is a checklist of items
to set-up and is maintained at all times on the job:
A. Full set of Project Drawings and Specifications (as submitted for
building permit).
B. Addendum Drawings and specifications
C. First Aid Kit
EXHIBIT "B"
Page 6 of 10
D. Safety Posters and Safety Manual
E. Safety Equipment
F. Memorandums and Drawing Transmittals
G. Daily Log
H. Inspection Logs
I. Visitor Log and Release Forms
J. Extra Work Authorization
K. Hard Hats as required
L. Office supplies (as applicable)
M. Office furniture
N. Drawing Transmittals
O. Schedule (bar chart minimum)
6. The field office should also contain a full set of project files in a
locked cabinet. These files should contain all correspondence and copies of
contracts and insurance certificates with all subcontractors.
7. The Contractor shall maintain supervisory personnel on site at all times
and will provide direct supervision of any and all Work being performed
including the delivery of materials. Such supervisory personnel shall be
fully empowered to coordinate, respond for and authorize Subcontractors to
perform such Work as is necessary to enable the Work to proceed.
8. The Contractor shall be responsible for all its actions on site as well as
those of its Subcontractors. Any damage to the Building caused by the
Contractor shall be promptly repaired by the Contractor at no cost to
Warland. Care shall be taken to protect ceiling, walls, doors, and carpets
of tenant areas when moving construction materials, trash, etc. This shall
be accomplished by installing masonite on the floor, and plastic on doors,
walls, and ceilings. Clean up of these areas upon completion of the job is
the responsibility of the Contractor.
9. All risk of loss to all property of the Contractor and its Subcontractor,
including but not limited to, tools and materials located on the Premises,
shall be the sole and exclusive responsibility of the General Contractor
and its Subcontractors and Warland shall have no responsibility of the
General Contractor and its Subcontractors and Warland shall have no
responsibility therefore.
10. The Contractor shall give all notices and comply with laws, rules,
regulations and orders of any public authority bearing on the performance
of the Work.
11. Since each job differs in scope, it is necessary that Contractor set up job
meetings according to the job needs. Each Contractor's Superintendent must
set his own time interval between job meetings, notify Warland of their
scheduling and once the intervals are set, maintain them on a regular
basis.
12. All construction workers must be properly, permanently, and visually
identified. The identification system must be approved prior to the start
of any work and may take the form of hard hats with numbered decals or
badges for attachment to clothing. All companies will maintain an updated
list of authorized workers with Warland and will notify Warland of each
change.
EXHIBIT "B"
Page 7 of 10
13. All workers shall maintain their actions while in the Building(s) in a
professional manner to include but not limited to:
A. No abusive language.
B. No smoking or drinking on property.
C. No use of radios in areas which are accessible to the public or from
which the public may hear them being played.
14. Warland reserves the right to add other restrictions to those listed above
as may be reasonably deemed necessary to provide for the comfort and safety
of the tenants.
15. No storage of supplies or trash will be allowed in the Building(s) at any
time. All work and adjacent areas are to be kept reasonably cleaned and
free of trash, debris and non-useful materials at all times at Contractor's
cost. Failure to do so will result in Warland providing this service and
charging the contractor accordingly. Warland must approve placement of roll
up trash dumpsters prior to placement. Trash dumpsters must be in good
condition, free of any graffiti or unappropriate signs, words or language.
If trash dumpsters are used at curbside, Contractor must obtain and pay for
street use permits and maintain the area in a clean fashion. Building trash
containers are not to be used.
16. No storage of flammable substances will be allowed in the Building(s)
unless approved by Warland and in accordance with approved building codes
and regulations.
17. No interviewing of job applicants or Subcontractors will be allowed on-site
without prior approval by Warland and prior scheduled appointment.
18. There will be absolutely no use of Tenant and/or Building property to
include, but not limited to, telephones, dollies, ladders, copiers,
vacuums, etc., unless specifically approved in writing by the Tenant and/or
Warland in advance of their use.
19. All deliveries will be scheduled with Warland. A prior notification of at
least 24 hours but not more than 7 days is required.
20. Contractors shall provide and keep available fire extinguisher(s) within
the demised premise during construction.
21. Forty-eight hours advance written notice to Warland is required for the
following:
A. Cutting into duct, water-line, existing power lines, temporary
disconnecting of any meter, (fire sprinkler) or prior to moving any
air handling equipment, thermostat, etc.
B. Use of toxic materials or varnishing. Including how ventilation and
protection of adjacent areas will be handled. Use of toxic materials
may require after hours work.
C. Any core drilling. All core drilling must be evaluated and approved by
the Contractor's structural engineer with submittal to Warland for
written approval.
D. Any welding or dust related work that will require the covering of
smoke detectors.
E. Contractor shall provide temporary electrical devices within the
demised premises for their Sub-contractor's use. Contractor will not
be permitted to run extension cords through public space on occupied
floors or through occupied Tenant spaces.
EXHIBIT "B"
Page 8 of 10
22. Contractor shall coordinate with and provide advance notice in writing to
Warland when access to occupied space is required. Contractor shall give
notice according to the following schedule.
A. Less than one hour required in the space; provide 24-hour advance
notice.
B. Less than one day required in the space; provide 3 days advance
notice.
C. More than one day required in the space; provide 7 days advance
notice.
23. The Contractor shall not be permitted any identifying signage or
advertising unless approved by Warland in writing.
24. Contractor's materials and tool storage will be limited to the work
Premises. The Contractor may be permitted storage in other areas of the
Building(s) at the option of Warland and as available.
25. Access to any adjacent space is not allowed unless coordinated by Warland.
All construction crews shall stay in their respective workspace at all
times. Construction personnel shall not use floor sinks, restroom sinks or
toilets for cleanup or disposal of any material.
26. Pre-filters shall be installed over all return air openings on floor under
construction. If Building filters or equipment require replacement or
cleaning due to construction dust, the Contractor will be charged.
27. The Contractor should cover air transfers when working next to tenanted
space to control the transmission of dust and dirt. Covering must be
removed at the completion of daily construction. Keep all Tenant entrance
and exit doors closed to restrict the movement of dust or dirt. Close off
temporary openings with polyurethane. Due to local fire codes, no openings
may be made on a tenanted floor in the corridor unless the door will be
made on a tenanted floor to the corridor doors must remain closed unless
materials are being delivered. All HVAC filters in fan rooms shall also be
delivered in operable condition at time of completion (thus a temporary
filter should be added to the existing filter).
28. Wet paint sign must be posted in all public areas when appropriate.
29. Contractor shall turn off lights and all other equipment at night after
completion of work for the day.
30. Contractor shall arrange for pre-inspection of common area and Tenant
suites prior to construction to identify items subject to potential claim
for breakage, theft, abuse, damage, etc. Pre-inspections shall be attended
by the General Superintendent, Subcontractor Foreman, Tenant
Representative, and Warland.
31. Contractor shall not interfere with other Tenants in such a manner as to
cause unnecessary inconvenience or disruption, such as core drilling,
operation of powder actuate tools, hammering, or any construction that
would transmit sound through walls and floors. Work of this nature must be
scheduled before 7:30 a.m. and after 6:00 p.m. The Management office
reserves the right to stop work if deemed necessary.
32. Contractor's use of elevators is limited to construction deliveries, which
must be scheduled before 7:30 a.m. and after 6:00 p.m. Prior to use of
elevators, Contractor must properly protect flooring, walls and ceiling of
elevators.
33. Prior to construction commencement, Contractor shall provide a list of the
Subcontractors and any other on-site personnel shall not be changed without
the prior written consent of Warland.
EXHIBIT "B"
Page 9 of 10
34. Warland shall have the right from time to time as may be required, to
inspect or perform work within the Building(s). Warland shall have the
right to suspend Contractor's Work in the Building if such Work, in the
opinion of Warland, is presenting or may present a danger to life, safety,
or property, or in an emergency situation.
35. Contractor shall be solely responsible for obtaining the Certificate of
Occupancy (or equivalent approval) and shall submit to Warland the original
thereof prior to occupancy of the premises for the purposes of conducting
business.
36. It is expressly understood and agreed that the construction Contract shall
be for the direct benefit of Warland, who is the owner of the Building(s)
and the real property on which the work is to be done. Accordingly, Warland
shall be granted the right to pursue in its own name any rights or remedies
against Contractor including, without limitation, claims for damages
granted to other parties under the Contract.
37. No Contractor shall be allowed to start any work in the Building(s) without
having a current Certificate of Insurance on file with the Management
Office Contractor must keep current insurance certificates on all
Sub-contractors. Any Contractor/Sub-contractor performing work found not to
have current insurance would be immediately ordered off the premises.
General contractors shall list the following as additionally insured:
WARLAND INVESTMENTS COMPANY
38. Contractor must indemnify and hold harmless Warland Investments Company
against and from any and all liabilities, obligations, losses, penalties,
actions, suits, claims, damages, expenses, disbursements (including legal
fees and expenses) and costs of any kind or nature in any way relating to
or arising out of the work performed by Contractor. To satisfy this
requirement, the Contractor must sign and return the attached standard form
Indemnification/Hold Harmless and Subrogation Letter.
39. Contractor and/or subcontractors should assist with Building emergencies
once notified by Warland or other designated authority. This could be from
immediate evacuation of a Building once an alarm is sounded to assisting
with evacuation and executing a plan to terminate the alarm/emergency
situation.
40. All contractors working over the weekend and after the normal hours shall
provide Warland a list of workers 24 hours prior to the worker being on
site or they will be denied access. The list should also include an
estimated time the Contractors will be working, the location of the work to
be done, the number of employees and the working Supervisor who will be
present in the Building(s) during the performance of the work.
These Construction Rules and Regulations have been agreed upon, approved and
accepted by the undersigned and on the date indicated below.
CONTRACTOR
Company:
----------------------------
By:
---------------------------------
Print Name:
-------------------------
Title:
------------------------------
Date:
-------------------------------
EXHIBIT "B"
Page 10 of 10
EXHIBIT "C"
FORM OF PARKING LICENSE AGREEMENT
This Parking License Agreement ("AGREEMENT"), dated for reference purposes
as of December 1, 2005, is made between Warland Investments Company, a
California limited partnership ("WARLAND") and Universal Electronics Inc., a
Delaware corporation ("TENANT") with reference to the following facts:
A. Warland is the lessor and Tenant is the lessee under that certain
Lease dated November 1, 1997, as amended by that certain First
Amendment to Lease, dated February 21, 2001, that certain Second
Amendment to Lease, dated May 27, 2003, and that certain Third
Amendment to Lease, dated December 1, 2005 (collectively, the "LEASE")
pursuant to which Tenant currently leases from Warland certain premise
commonly known as 6101 Gateway Drive, Cypress, California (the "LEASED
PREMISES").
B. Warland holds a license conveyed to Warland by DRS Sensors & Targeting
Systems, Inc., a Delaware corporation ("DRS") permitting Warland to
use thirty (30) parking spaces located on that certain parcel adjacent
to the Leased Parcel commonly known as 10600 Valley View, Cypress,
California (the "PARKING PARCEL") pursuant to that certain Parking
License Agreement by and between Warland and DRS dated December 1,
2005 (the "DRS AGREEMENT").
C. Subject to the terms and conditions of this Agreement, Tenant desires
to use certain parking spaces on the Parking Parcel and, subject to
the terms and conditions of this Agreement, Warland agrees to permit
Tenant the use of such spaces.
Therefore, for valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties agree as follows:
1. Parking License. Subject to the terms and conditions of this
Agreement, Warland hereby provides the Tenant with the exclusive
license to use those thirty (30) passenger automobile parking spaces
on the Parking Parcel designated on attached Exhibit A (the "PARKING
SPACES") together with the necessary vehicular and pedestrian ingress
and egress to the Parking Parcel for access to and from the Parking
Spaces (collectively, the "LICENSE"). The License extends only to the
Parking Spaces, and, under no circumstances shall Tenant or any of its
agents, employees, representatives, licensees, business invitees,
including, without limitation any visitors to the Leased Premises
(collectively, "TENANT PARTIES") have any right to enter upon or use
the other portion of the Parking Parcel.
2. Term. The term of this Agreement (the "TERM") shall begin on the
"EXTENDED TERM COMMENCEMENT DATE" as defined in the Lease and shall
continue until expiration or earlier termination of the Lease.
EXHIBIT "C"
Page 1 of 7
3. Permitted Use. The Parking Spaces shall only be used by Tenant Parties
using the Leased Premises for the parking of passenger automobiles,
light pick-up trucks, passenger vans, and motorcycles ("PERMITTED SIZE
VEHICLES"). Without limiting the foregoing, the following is expressly
prohibited on the Parking Parcel: (i) the parking of vehicles other
than Permitted Size Vehicles (which shall be subject to immediate tow
at Tenant's expense), (ii) the parking of vehicles owned, leased or
operated by other than Tenant Parties in connection with their use of
the Leased Premises, (iii) storage of any nature, (iv) any vehicles
parked longer than two (2) consecutive business days (which shall then
be subject to tow at Tenant's expense), and (iv) other than emergency
tow or "roadside service", any automobile repair.
4. Parking Fee; Lease Performance. On the first day of every month of the
Term, Tenant shall pay to Warland a fee for the use of the Parking
Spaces in the amount of One Thousand Two Hundred Dollars ($1,200.00)
($40.00 for thirty (30) Parking Spaces) (the "PARKING FEE"). The
Parking Fee shall be due and payable on the first day of every month
concurrently with Tenant's payment of rent under the Lease. If Tenant
fails to pay the Parking Fee when due and fails to cure such default
within five (5) business days following written notice by Warland to
Tenant, then Warland shall thereafter have the right, in Warland's
sole and absolute discretion, to terminate the License and this
Agreement. The Parking Fee for any partial month shall be prorated
based on a 30-day month. Without limiting the foregoing, the License
shall be as additional consideration for Tenant's continuing
performance of those obligations on its part to be performed under the
Lease. Nothing in this Agreement shall excuse, abate or alter any of
Tenant's obligations under the Lease, Upon expiration or earlier
termination of the Lease for any reason, the License and this
Agreement shall automatically terminate.
5. Alterations; Insurance and Indemnity. Except payment of rent, the
License shall be subject to all terms and conditions of the Lease
which are incorporated herein by reference. However, to the extent of
any inconsistency between the terms and conditions of this Agreement
and the terms and conditions of the Lease, the terms and conditions of
this Agreement shall control. Without limiting the foregoing, the
following provisions shall apply to the License:
5.1 Alterations. Under no circumstances shall Tenant modify or alter
the Parking Parcel or any portion thereof.
5.2 Repairs. Any damage caused by or through Tenant or any Tenant
Parties (shall be repaired, at Warland's election, either
directly by Tenant (at its sole cost) or by Warland subject to
reimbursement by Tenant as additional rent pursuant to the
payment procedures in the Lease). At any time during the Term at
Warland's cost, Warland shall have the right to fence the Parking
Spaces in order to separate the Parking Spaces from the remainder
of the Parking Parcel.
EXHIBIT "C"
Page 2 of 7
5.3 Insurance and Indemnity. The parties respective insurance and
indemnity obligations under the Lease shall apply to the Parking
Spaces, and Tenant's use of the License to the same extent as
such obligations apply to Tenant's use of the Leased Premises
under the Lease. Notwithstanding anything to the contrary, Tenant
hereby indemnifies, defends and holds Warland, its officers,
directors, shareholders, partners, affiliates and their
respective agents and employees harmless from and against any
claims, costs, losses, liabilities, damages, or expenses caused
by or resulting from Tenant and Tenant Parties', entry onto the
Parking Parcel and use of the Parking Spaces by Tenant or
Tenant's Parties.
6. Assignment and Subletting. The License shall be assigned to any
permitted assignee under the Lease and partially assigned to any
permitted subtenant under the Lease to the extent necessary for such
subtenant's use of the portion of the Leased Premises so sublet. Under
no circumstances shall this License be assigned or transferred in any
manner independently of an assignment or sublease under the Lease, and
any such independent assignment or other transfer shall be void.
7. Security. Tenant shall be solely responsible, at Tenant's sole cost,
expense and liability, for the security of Parking Spaces and the
safety of Tenant Parties or any other persons using or entering upon
the Parking Spaces. To the extent Tenant engages any security
personnel to comply with its obligations hereunder, Tenant shall be
solely responsible for the number, competence and quality of such
personnel. Tenant acknowledges that Warland shall not be providing any
security to the Parking Parcel.
8. Default. In the event either party fails to perform any obligation on
its part to be performed, such failure shall be subject to the same
notice and cure provisions as set forth in the Lease. Termination of
the Lease shall terminate this Agreement and the License.
9. Subordination. This Agreement and the License shall be subordinated to
any mortgage or deed of trust on the Parking Parcel to the same extent
as the Lease shall be subordinated to any mortgage or deed of trust on
the Leased Premises in accordance with Lease Section 10.1. Tenant
shall execute and deliver such subordination documents within ten (10)
days following a written request from Warland.
10. Commission. No commission or fee shall be owed under this Agreement
separate from the Lease or the Third Amendment thereto.
11. Personal Property Interests. The rights conveyed by this Agreement and
the License are acknowledged to be personal property interests of
Warland. This license grants no interest in nor attaches to any
underlying real property within the Parking Parcel or the Leased
Premises. Accordingly, the personal property rights conveyed by this
License shall not entitle Tenant to file any claim, lien or notice
against any real property. As material consideration for this License,
Tenant
EXHIBIT "C"
Page 3 of 7
waives any right it may have to record a lis pendens against the
Parking Parcel under section 405 et seq. of the California Code of
Civil Procedure, or any other provision of law, if a dispute arises
under this License.
12. Costs of Enforcement. If it becomes necessary for either party to
employ an attorney or other person or commence an action to enforce
any of the provisions of this Agreement or interpret any of the
provisions of this Agreement, the non-prevailing party shall pay to
the prevailing all attorneys' fees and court costs incurred by the
prevailing party in such action.
13. Notices. All notices and other communications made pursuant to this
Agreement shall be made in the manner and shall be subject to the
requirements of Lease.
14. Relocation. If the DRS Agreement terminates, Warland shall have the
right, at any time upon not less than thirty (30) days prior written
notice to Tenant, to relocate the Parking Spaces to 6200 Gateway
Drive, Cypress, California, as exhibited on attached Exhibit B (the
"ALTERNATIVE PARKING PARCEL").
15. Miscellaneous. This Agreement constitutes the entire agreement between
the parties hereto pertaining to the subject matter hereof and all
prior and contemporaneous agreements, representations and
understandings of the parties hereto, oral or written, are hereby
superseded and merged herein. No supplement, modification, or
amendment of this Agreement shall be binding unless in writing and
executed by the parties hereto. This Agreement shall be construed and
enforced in accordance with, and governed by, the laws of the State of
California. The headings of this Agreement are for purposes of
reference only and shall not limit or define the meaning of the
provisions hereof. This Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which
shall constitute one and the same instrument. Neither this Agreement,
nor a short form memorandum hereof shall be filed or recorded in any
public office without Warland's prior written consent, which may be
given or withheld in Warland's sole and absolute discretion; provided,
however, if any lender having a secured interest in any of the Parking
Parcel and/or the Leased Premises requires such recordation, Tenant
shall execute and deliver to Warland a memorandum hereof in recordable
form.
[SIGNATURE PAGE FOLLOWS]
EXHIBIT "C"
Page 4 of 7
WARLAND: WARLAND INVESTMENTS COMPANY,
a California limited partnership
By: /s/ CARL W. ROBERTSON
------------------------------------
Carl W. Robertson,
Co-Managing Director
By: /s/ JOHN C. LAW
------------------------------------
John C. Law,
Co-Managing Director
TENANT: UNIVERSAL ELECTRONICS INC.,
a Delaware corporation
By: /s/ PAUL ARLING
------------------------------------
Its: CHAIRMAN & CEO
By:
------------------------------------
Its:
-----------------------------------
EXHIBIT "C"
Page 5 of 7
EXHIBIT A
TO FORM OF PARKING LICENSE AGREEMENT
DEPICTION OF THE PARKING SPACES
EXHIBIT "C"
Page 6 of 7
(TRACT NO. 467 DRAWING)
EXHIBIT B
TO FORM OF PARKING LICENSE AGREEMENT
DEPICTION OF THE PARKING SPACES
ON THE ALTERNATIVE PARKING PARCEL
EXHIBIT "C"
Page 7 of 7
(SITE PLAN)
EXHIBIT "D"
ADJUSTMENT OF BASIC MONTHLY RENT
Upon the due and timely exercise of an Option pursuant to Section 7 of the
Amendment, the "FAIR MARKET RENT" shall be determined as follows:
At least one hundred eighty (180) days before the first day of an Extension
pursuant to a duly exercised Option (an "EXTENSION COMMENCEMENT"), Landlord and
Tenant shall meet in an effort to negotiate, in good faith, the Fair Market Rent
of the Premises as of the commencement date of the Extension (the "EXTENSION
COMMENCEMENT"). If Landlord and Tenant have not agreed upon the Fair Market Rent
of the Premises at least one hundred (100) days before the Extension
Commencement, Landlord and Tenant shall attempt to agree in good faith upon a
single appraiser not later than seventy-five (75) days before the Extension
Commencement. If Landlord and Tenant are unable to agree upon a single appraiser
within this time period, then Landlord and Tenant shall each appoint one (1)
appraiser not later than sixty-five (65) days before the Extension Commencement.
Within ten (10) days thereafter, the two appointed appraisers shall appoint a
third appraiser. If either Landlord or Tenant fails to appoint its appraiser
within the prescribed time period, the single appraiser appointed shall
determine the Fair Market Rent of the Premises. If both parties fail to appoint
appraisers within the prescribed time periods, then the first appraiser
thereafter selected by a party shall determine the Fair Market Rent of the
Premises. Each party shall bear the cost of its own appraiser, and the parties
shall share equally the cost of a single or a third appraiser, if applicable.
Each appraiser shall have at least ten (10) years experience in the appraisal of
first class commercial /industrial buildings in Orange County, California and
shall be a member of one or more professional organizations such as MAI or an
equivalent.
For purposes of such appraisal, "FAIR MARKET RENT" shall mean the price that a
ready and willing tenant would pay, as of the Extension Commencement, as triple
net monthly rent to a ready and willing landlord of a Comparable Building for
Comparable Premises if that property were exposed for lease on the open market
for a reasonable period of time with a lease comparable to the Lease.
"COMPARABLE BUILDING" shall mean a first class commercial building of comparable
age in the City of Cypress after taking into account all tenant improvement
allowances and other similar monetary concessions for renewal space, if any
granted to tenants of Comparable Premises. "COMPARABLE PREMISES" shall mean
premises for commercial use within the Comparable Building in a first class
condition and access to on-site parking as set forth in this Lease. If a single
appraiser is chosen, then such appraisal shall determine the Fair Market Rent of
the Premises. Otherwise, the Fair Market Rent of the Premises shall be the
arithmetic average of the two of the three appraisals which are closest in
amount, and the third appraisal shall be disregarded. In no event, however,
shall the then-existing Base Rent ever be reduced by reason of such computation,
nor shall there be any rent concession, any tenant improvement allowance or
other financial requirement of Landlord for the Extension, Landlord and Tenant
shall instruct the appraiser(s) to complete their determination of the Fair
Market Rent not later than thirty (30) days before the Extension Commencement.
If the Fair Market Rent is not determined before the Extension Commencement,
then Tenant shall continue to pay to Landlord the Basic Monthly Rent in effect
immediately prior to the Extension Commencement until the Fair Market Rent is
determined. When the Fair Market Rent of the Premises is determined, Landlord
shall deliver notice of that amount to Tenant, and Tenant shall pay to Landlord,
within ten (10) days after receipt of such notice, the difference between the
Basic Monthly Rent actually paid by Tenant to Landlord and the new Base Rent
determined under this Exhibit.
EXHIBIT "D"
PARKING LICENSE AGREEMENT
This Parking License Agreement ("AGREEMENT"), dated for reference purposes
as of December 1, 2005, is made between Warland Investments Company, a
California limited partnership ("WARLAND") and Universal Electronics Inc., a
Delaware corporation ("TENANT") with reference to the following facts:
A. Warland is the lessor and Tenant is the lessee under that certain
Lease dated November 1, 1997, as amended by that certain First
Amendment to Lease, dated February 21, 2001, that certain Second
Amendment to Lease, dated May 27, 2003, and that certain Third
Amendment to Lease, dated December 1, 2005 (collectively, the "LEASE")
pursuant to which Tenant currently leases from Warland certain premise
commonly known as 6101 Gateway Drive, Cypress, California (the "LEASED
PREMISES").
B. Warland holds a license conveyed to Warland by DRS Sensors & Targeting
Systems, Inc., a Delaware corporation ("DRS") permitting Warland to
use thirty (30) parking spaces located on that certain parcel adjacent
to the Leased Parcel commonly known as 10600 Valley View, Cypress,
California (the "PARKING PARCEL") pursuant to that certain Parking
License Agreement by and between Warland and DRS dated December 1,
2005 (the "DRS AGREEMENT").
C. Subject to the terms and conditions of this Agreement, Tenant desires
to use certain parking spaces on the Parking Parcel and, subject to
the terms and conditions of this Agreement, Warland agrees to permit
Tenant the use of such spaces.
Therefore, for valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties agree as follows:
1. Parking License. Subject to the terms and conditions of this
Agreement, Warland hereby provides the Tenant with the exclusive
license to use those thirty (30) passenger automobile parking spaces
on the Parking Parcel designated on attached Exhibit A (the "PARKING
SPACES") together with the necessary vehicular and pedestrian ingress
and egress to the Parking Parcel for access to and from the Parking
Spaces (collectively, the "LICENSE"). The License extends only to the
Parking Spaces, and, under no circumstances shall Tenant or any of its
agents, employees, representatives, licensees, business invitees,
including, without limitation any visitors to the Leased Premises
(collectively, "TENANT PARTIES") have any right to enter upon or use
the other portion of the Parking Parcel.
2. Term. The term of this Agreement (the "TERM") shall begin on the
"EXTENDED TERM COMMENCEMENT DATE" as defined in the Lease and shall
continue until expiration or earlier termination of the Lease.
3. Permitted Use. The Parking Spaces shall only be used by Tenant Parties
using the Leased Premises for the parking of passenger automobiles,
light pick-up trucks, passenger vans, and motorcycles ("PERMITTED SIZE
VEHICLES"). Without limiting
-1-
the foregoing, the following is expressly prohibited on the Parking
Parcel: (i) the parking of vehicles other than Permitted Size Vehicles
(which shall be subject to immediate tow at Tenant's expense), (ii)
the parking of vehicles owned, leased or operated by other than Tenant
Parties in connection with their use of the Leased Premises, (iii)
storage of any nature, (iv) any vehicles parked longer than two (2)
consecutive business days (which shall then be subject to tow at
Tenant's expense), and (iv) other than emergency tow or "roadside
service", any automobile repair.
4. Parking Fee; Lease Performance. On the first day of every month of the
Term, Tenant shall pay to Warland a fee for the use of the Parking
Spaces in the amount of One Thousand Two Hundred Dollars ($1,200.00)
($40.00 for thirty (30) Parking Spaces) (the "PARKING FEE"). The
Parking Fee shall be due and payable on the first day of every month
concurrently with Tenant's payment of rent under the Lease. If Tenant
fails to pay the Parking Fee when due and fails to cure such default
within five (5) business days following written notice by Warland to
Tenant, then Warland shall thereafter have the right, in Warland's
sole and absolute discretion, to terminate the License and this
Agreement. The Parking Fee for any partial month shall be prorated
based on a 30-day month. Without limiting the foregoing, the License
shall be as additional consideration for Tenant's continuing
performance of those obligations on its part to be performed under the
Lease. Nothing in this Agreement shall excuse, abate or alter any of
Tenant's obligations under the Lease. Upon expiration or earlier
termination of the Lease for any reason, the License and this
Agreement shall automatically terminate.
5. Alterations; Insurance and Indemnity. Except payment of rent, the
License shall be subject to all terms and conditions of the Lease
which are incorporated herein by reference. However, to the extent of
any inconsistency between the terms and conditions of this Agreement
and the terms and conditions of the Lease, the terms and conditions of
this Agreement shall control. Without limiting the foregoing, the
following provisions shall apply to the License:
5.1 Alterations. Under no circumstances shall Tenant modify or alter
the Parking Parcel or any portion thereof.
5.2 Repairs. Any damage caused by or through Tenant or any Tenant
Parties (shall be repaired, at Warland's election, either
directly by Tenant (at its sole cost) or by Warland subject to
reimbursement by Tenant as additional rent pursuant to the
payment procedures in the Lease). At any time during the Term at
Warland's cost, Warland shall have the right to fence the Parking
Spaces in order to separate the Parking Spaces from the remainder
of the Parking Parcel.
5.3 Insurance and Indemnity. The parties respective insurance and
indemnity obligations under the Lease shall apply to the Parking
Spaces, and Tenant's use of the License to the same extent as
such obligations apply to Tenant's use of the Leased Premises
under the Lease. Notwithstanding anything to
-2-
the contrary, Tenant hereby indemnifies, defends and holds
Warland, its officers, directors, shareholders, partners,
affiliates and their respective agents and employees harmless
from and against any claims, costs, losses, liabilities, damages,
or expenses caused by or resulting from Tenant and Tenant
Parties', entry onto the Parking Parcel and use of the Parking
Spaces by Tenant or Tenant's Parties.
6. Assignment and Subletting. The License shall be assigned to any
permitted assignee under the Lease and partially assigned to any
permitted subtenant under the Lease to the extent necessary for such
subtenant's use of the portion of the Leased Premises so sublet. Under
no circumstances shall this License be assigned or transferred in any
manner independently of an assignment or sublease under the Lease, and
any such independent assignment or other transfer shall be void.
7. Security. Tenant shall be solely responsible, at Tenant's sole cost,
expense and liability, for the security of Parking Spaces and the
safety of Tenant Parties or any other persons using or entering upon
the Parking Spaces. To the extent Tenant engages any security
personnel to comply with its obligations hereunder, Tenant shall be
solely responsible for the number, competence and quality of such
personnel. Tenant acknowledges that Warland shall not be providing any
security to the Parking Parcel.
8. Default. In the event either party fails to perform any obligation on
its part to be performed, such failure shall be subject to the same
notice and cure provisions as set forth in the Lease. Termination of
the Lease shall terminate this Agreement and the License.
9. Subordination. This Agreement and the License shall be subordinated to
any mortgage or deed of trust on the Parking Parcel to the same extent
as the Lease shall be subordinated to any mortgage or deed of trust on
the Leased Premises in accordance with Lease Section 10.1. Tenant
shall execute and deliver such subordination documents within ten (10)
days following a written request from Warland.
10. Commission. No commission or fee shall be owed under this Agreement
separate from the Lease or the Third Amendment thereto.
11. Personal Property Interests. The rights conveyed by this Agreement and
the License are acknowledged to be personal property interests of
Warland. This license grants no interest in nor attaches to any
underlying real property within the Parking Parcel or the Leased
Premises. Accordingly, the personal property rights conveyed by this
License shall not entitle Tenant to file any claim, lien or notice
against any real property. As material consideration for this License,
Tenant waives any right it may have to record a lis pendens against
the Parking Parcel under section 405 et seq. of the California Code
of Civil Procedure, or any other provision of law, if a dispute arises
under this License.
-3-
12. Costs of Enforcement. If it becomes necessary for either party to
employ an attorney or other person or commence an action to enforce
any of the provisions of this Agreement or interpret any of the
provisions of this Agreement, the non-prevailing party shall pay to
the prevailing all attorneys' fees and court costs incurred by the
prevailing party in such action.
13. Notices. All notices and other communications made pursuant to this
Agreement shall be made in the manner and shall be subject to the
requirements of Lease.
14. Relocation. If the DRS Agreement terminates, Warland shall have the
right, at any time upon not less than thirty (30) days prior written
notice to Tenant, to relocate the Parking Spaces to 6200 Gateway
Drive, Cypress, California, as exhibited on attached Exhibit B (the
"ALTERNATIVE PARKING PARCEL").
15. Miscellaneous. This Agreement constitutes the entire agreement between
the parties hereto pertaining to the subject matter hereof and all
prior and contemporaneous agreements, representations and
understandings of the parties hereto, oral or written, are hereby
superseded and merged herein. No supplement, modification, or
amendment of this Agreement shall be binding unless in writing and
executed by the parties hereto. This Agreement shall be construed and
enforced in accordance with, and governed by, the laws of the State of
California. The headings of this Agreement are for purposes of
reference only and shall not limit or define the meaning of the
provisions hereof. This Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which
shall constitute one and the same instrument. Neither this Agreement,
nor a short form memorandum hereof shall be filed or recorded in any
public office without Warland's prior written consent, which may be
given or withheld in Warland's sole and absolute discretion; provided,
however, if any lender having a secured interest in any of the Parking
Parcel and/or the Leased Premises requires such recordation, Tenant
shall execute and deliver to Warland a memorandum hereof in recordable
form.
[SIGNATURE PAGE FOLLOWS]
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WARLAND: WARLAND INVESTMENTS COMPANY,
a California limited partnership
By: /s/ CARL W. ROBERTSON
------------------------------------
Carl W. Robertson,
Co-Managing Director
By: /s/ JOHN C. LAW
------------------------------------
John C. Law,
Co-Managing Director
TENANT: UNIVERSAL ELECTRONICS INC.,
a Delaware corporation
By: /s/ PAUL ARLING
------------------------------------
Its: CHAIRMAN & CEO
By:
------------------------------------
Its:
-----------------------------------
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EXHIBIT A
TO PARKING LICENSE AGREEMENT
DEPICTION OF THE PARKING SPACES
Exhibit "A"
(TRACT NO. 467 DRAWING)
EXHIBIT B
TO PARKING LICENSE AGREEMENT
DEPICTION OF THE PARKING SPACES
ON THE ALTERNATIVE PARKING PARCEL
Exhibit "B"
(SITE PLAN)