HomeMy WebLinkAbout2002-092
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RESOLUTION NO, 2002-92
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A LEASE
AGREEMENT BETWEEN THE CITY AND THE NEW HOPE MISSIONARY
CHURCH FOR RENTAL OF SPACE FOR THE WESTSIDE COMMUNITY SERVICE
CENTER.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. The Mayor of the City of San Bernardino or her designee is hereby
authorized and directed to execute on behalf of said City a Lease Agreement with New Hope
Missionary Church for rental of space for the Wests ide Community Service Center at 1505 W.
Highland Avenue in the City of San Bernardino, a copy of which is attached hereto, marked
Exhibit "A" and incorporated herein by reference as fully as though set forth at length.
SECTION 2, The authorization to execute the above referenced agreement IS
rescinded if the parties to the agreement fail to execute it within sixty (60) days of the passage
of this resolution.
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2002-92
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A LEASE
AGREEMENT BETWEEN THE CITY AND THE NEW HOPE MISSIONARY
CHURCH FOR RENTAL OF SPACE FOR THE WESTSIDE COMMUNITY SERVICE
CENTER.
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
and Common Council of the City of San Bernardino at a joint regularmeeting thereof, held
on the 18th day of March , 2002, by the following vote, to wit:
Council Members: AYES NAYS ABSTAIN ABSENT
ESTRADA X
LIEN X
MCGINNIS X
DERRY X
-
SUAREZ X
ANDERSON X
MCCAMMACK ~
"~~;ty~
The foregoing resolution is hereby approved this !2()1I-f day of March
2002.
It Valles, Mayor
ity of San Bernardino
Approved as to
Form and legal content:
JAMES F. PENMAN,
City Attorney
By:i~7~
o
20C2-92
..
STANDARD MULTI-TENANT OFFICE LEASE - GROSS
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
Basic Provisions ("Basic Provisions").
1,1 Parties: This Lease ("lease"), dated for reference purposes only
and between NEW HOPE MISSIONARY BAPTIST CHURCH
, is made by
1.
("Lessor')
and
("Lessee"), (collectively the "Parties", or individually a "Party").
1.2(a) Premises: That certain portion of the Project (as defined below), known as Suite Numbers(s) 1 s.. 17. 18 ~ ? 1 - ? 4 r ? h .
ONE fJoor(s), consisting of approximately 4909 Sq. Ft. rentable square feet and approximately 4909 Sq. Ft. useable
square feet("Premises"). The Premises are located at: 1505 WEST HIGHLAND AVENUE ,In the City of SAN
BERNARDINO , County of SAN BERNARDINO ,State of CALIFORNIA . with zip
code 92 411 In addition to Lessee's rights to use and occupy the Premises as hereinafter specified, Lessee shall ha....e non-exclusi....e rights to the
Common Areas (as defined in Paragraph 2.7 below) as hereinafter specified, but shall not ha....e any rights to the roof, the exterior walls, the area above the dropped
ceilings, or the utility raceways of the building containing the Premises ('Building") or to any other buildings in the Project. The Premises, the Building, the
Common Areas, the land upon which they are located, along with all other buildings and impro....ements thereon. are herein collecti....ely referred to as the "projece
The Project consists of approximately 2 7 , 2 9 6 rentable square feet. (See also Paragraph 2)
1.2(b) Parking: N I A unreserved and N I A reserved ....ehicle parking spaces at a monthly cost of $ N / A
per unreserved space and $ ~ A _ per reserved space. (See Paragraph 2.6)
1.3 Term: month years and _-10 month months ("Original Term") commencing_
MARCH 1, 2002 ("ConvnencementDate") andendlng JUNE 30, 2002
("Expiration Date"). (See also Paragraph 3)
1.4 Early Possession' MARCH 1, 2002 ("Early Possession Date").
(See also Paragraphs 3.2 and 3.3)
1.5 Base Rent: $ 4 r 41 R. 10 per month ("Base Rent}", payable on the FIRST day of each month
commencing MARCH I, 2002 . (See also Paragraph 4)
o If this box is checked, there are pro....islons in this Lease for the Base Rent to be adjusted.
'.6 :-"'5 $hare .f Operaling Expo.sa I..,easo: po,oo.t ( 'lC.) ("Le.....s 8har~"~. ~eG~'~
8:11am RO<.... Galo:;.~~ ; ~~;;;;~;;~ ~;;;;,.',"~~ ;'.la.la G~uaro f"loso 0' fhe p"miGe. .y tR' total appr..'imalo .~uare '.olaso of tRe 'ORlaOle opa.e
aRtajl'1BE1IR the pre}e- aAd sRall Rat l:le 8ijl:ljest te fe ']SiaA eHBel'illR SaRReGtiaFl "m.t:l aR astIJal 6RaRg9 iA tRB siz';! af tRe PreFRi'ii9~ or a 8RaRge iR the spasu 8''a1139Ie
fer lease if] tRe PrajeGt.
, . 7 Base Rent and other Monies Paid Upon Execution:
(aJ Base Rent: $ 4,418.10 forlhe period
(b) Security Deposit: $ ONE MONTH'S RENT ("Security Deposit"). (See also Paragraph 5)
(e) Plrklng: $ N/A fortheperlod N/A
(d) other: $ N I A for
(e) Total Due Upon Execution of this Lease: $
1.8 Agreed Use: COMMERCIAL OFFICE PURPOSES
1.9
1.19
(See also Paragraph 6)
Base Year; Insuring Party. The Base Year is 2002 Lessor is the "Insuring Party". (See also Paragraphs 4.2 and 6)
:.i~=,:::~e,:G \:": ~~: ~a:::o~ ::)
. : T a I) rl co a ersl,ere. ( tM "Rreken") iRa l:lrel~eFage relatiaR61:1ips Bloat iF! tRis tFaFlSastiaR (6Resl( iflflli!;J.9ls
Ilol<e4
B
a
ralilrsseRls Lester BllSllolSi 'sl)' ("Lessor's BrokeAi-
reflFe'IHIRt6 laesae emilt.1&i"el'/ rl1!!!>Ei88'& Brallar"); ar
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200;':-92
B represeRt& betA lesser BRd llltine r'g...al AgeRsy").
(B) PaymeAl19 Br.~..;.: 'cP';" ""sutlOAa"d d,li' 'ry ,flAI, Loa.. by B,IA PaRi... h..oor .hall pay I' IA. 8rol.".
the bfalwragi fee agFeeEita IA.a..eeJiftlFat&,,'ftt'ElR og.-eemsAl-{ar InRirs III RB syaR agreemiRt, tAB sl:Im af aT ~ ;ftl=le
tatal 8as9 ReAl far tt:l9liral~eFa6e aep'iGes TeRaerea ey tt:le 8reher&).
1.11 Guarantor. The obligations of the Lessee under this Lease shall be guaranteed by
("Guarantor"). (See also Paragraph 37)
1.12 Business Hours for the Building:: 7 : 00 a.m. to 9 : 00 p.m., Mondays through Fridays (except Building Holidays) and -
7 : 00 a.m. to 2 : 00 p.m. on Saturdays (except Building Holidays). "Building Holidays" shall mean the dates of observation of New Year's Day,
President's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. ,ilRd
~ .13 Lesser gypplied Eep'iul:. ~lst 'itAstaRElIAg U~e !'lrg' i&illAS af ParagFa!'lR 11.1, b.9881lr is ~lgT alaligated tS!'lra\'lde tAe kills 'iRg:
B JaAitarial s8pAGe&
B Elestrisit/
S "tRsr (s!'lesify):
1.11 AttachlRBRtl&. ^ttasReEl herets are tAs fellS"qAg, all af' "hisR SGAs.titblte a ,"aFt sftRis lease:
a 3A "aeeAalolFA sSRsistlRg sf ParagFa,"A6 tArsr.lgh
S a plat ~laR del'liGtiRg tRe PreFRis9s;
S a "blHeRt set sf tRe RloIles aFlQ RegulatiGA&;
a a WsrJt letter;
a a jaRiterial SGAeEllolle;
S sthar(spseify):
2. Premises.
2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from lessor, the Premises, for the term, at the rental, and upon all of the
terms, covenants and conditions set forth in this Lease. Unless otherwise provided herein, any statement of size set forth In this Lease, or that may have been used
in calculating Rent, is an approximation which the Parties agree is reasonable and any payments based thereon are not subject to revision whether or not the actual
size is more or less. Note: Lessee is advised to verify the actual size prior to executing this Lease.
2.2 Condition. Lessor shall deliver the Premises 10 Lessee in a clean condition on the Commencement Date or the Early Possession Date,
lNhichever first occurs ("Start Date"), and \oV8rrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems
("HVAC"), and all other items which the Lessor is obligated to construct pursuant to the Work Letter attached hereto, if any, other than those constructed by Lessee,
shall be in good operating condition on said date.
2.3 Compliance. Lessor warrants that the improvements comprising the Premises and the Common Areas comply with the building codes that
were in effect at the time that each such improvement, or portion thereof, was constructed, and also with all applicable taws, covenants or restrictions of record,
regulations, and ordinances ("Applicable Requirements") in effect on the Start Date. Said warranty does not apply to the use to which Lessee will put the
Premises, modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee's use (see Paragraph SO), or to any
Alterations or Utility Installations (as defined in Paragraph 7 .3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not
the zoning and other Applicable Requirements are appropriate for Lessee's intended use, and acknowledges that past uses of the Premises may no
longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from
Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same. If the Applicable Requirements are hereafter changed $0 as to
require during the term of this Lease the construction of an addition to or an alteration of the Premises, the remediation of any Hazardous Substance, or the
reinforcement or other physical modification of the Premises ("Capital Expenditure"), Lessor and Lessee shall allocate the cost of such work as follows:
(a) Subject to Paragraph 2.3(c) below, jf such Capital Expenditures are required as a result of the specific and unique use of the Premises by
Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however that if such Capital Expenditure is
required during the last 2 years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lessee may instead terminate this Lease unless Lessor notifiu
Lessee, in writing, within 10 days after receipt of Lessee's termination notice that lessor has elected to pay the difference between the actual cost thereof and the
amount equal to 6 months' Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital
Expenditure and deliver to lessor written notice specifying a termination date at least 00 days thereafter. Such termination date shall, however, in no event be earlier
than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure.
(b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated
seismic modifications), then Lessor and Lessee shall allocate the cost of such Capital Expenditure as follows: Lessor shall advance the funds necessary for such
Capital Expenditure but Lessee shall be obligated to pay, each month during the remainder of the term of this Lease, on the date on which Base Rent is due, an
amount equal to the product of multiplying lessee's share of the cost of such Capital Expenditure (the percentage specified in Paragraph 1.6 by a fraction, the
numerator of which is one, and the denominator of which is 144 (ie. 1/144th of the cost per month). Lessee shall pay interest on the unamortized balance of
Lessee's share at a rate that is commercially reasonable in the judgment of Lessor's accountants. Lessee may, however, prepay its obligation at any time. Provided,
however, that if such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay
its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10
days after receipt of Lessor's termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its share of
any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent until Lessor's share of such costs have been fully paid. If
Lessee is unable to finance Lessor's share, or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on
an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor.
(c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to nonvoluntary, unexpected, and new
Applicable Requirements. if the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change In intensity of use,
or modification to the Premises then, and in that event, Lessee shall be fully responsible for the cost thereof, and Lessee shall not have any right to terminate this
Lease.
2.4 Acknowledgements. Lessee acknowledges that: (a) Lessee has been advised by Lessor andlor Brokers to satisfy itself with respect to the
condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with
Applicable Requirements), and their suitability for Lessee's intended use, (b) Lessee has made such investigation as it deems necessary 'Nith reference to such
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matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, and (c) neither LeSSOf, Lessor's agents, nor Brokers have made
any Ofal or written representations or warranties with respect to said matters other than as set forth In this Lease. In addition, lessor acknowtedges that: (I) Brokers
have made no representations, promises or warranties concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor's sole
responsibility to investigate the financial capability and/or suitability of all proposed tenants.
2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the
Start Date, Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work.
2.6 Vehicle Parking. So long as Lessee is not in default, and subject to the Rules and Regulations attached hereto, and as established by Lessor
from time to time, Lessee shall be entitled to rent and use the number of parklng spaces specified in Paragraph 1.2(b) at the rental rate applicable from time to time
for monthly parking as set by LessO( and/or its licensee
(a) If Lessee commits, permits or allows any of the prohibited activities described in the Lease or the rules then in effect, then Lessor shall have
the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee,
which cost shall be immediately payable upon demand by Lessor.
(b) The monthly rent per parking space specified in Paragraph 1.2{b) is subject to change upon 30 days prior written notice to Lessee. The
rent for the parking is payable one month in advance prior to the first day of each calendar month.
2.7 Comnon Areas _ Definition. The term "Conmon Areas" is defined as all areas and facilities outside the Premises and within the exterior
boundary line of the Project and interior utillty raceways and installations within the Premises that are provided and designated by the Lessor from time to time for the
general nonexclusive use of Lessor, Lessee and other tenants of the Project and their respective employees, suppliers, shippers, customers, contractors and
invitees, including, but not limited to, common entrances, lobbies, corridors, stairwells, public restrooms, elevators, parking areas, loading and unloading areas, trash
areas, roadways, walkways, driveways and landscaped areas.
2.8 Convnon Areas _ Lessee's Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors,
customers and invitees, during the term of this Lease, the nonexclusive right to use, in common with others entitled to such use, the Common Areas as they exist
from time to time, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under the terms of any rules and regulations or
restrictions governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to
store any property, temporarily or permanently, in the Common Areas. Any such storage shall be permitted only by the prior written consent of Lessor or Lessor's
designated agent, which consent may be revoked at any time. In the event that any unauthorized storage shall occur then Lessor shall have the right, without notice,
in addition to such other rights and remedies that it may have, to remove the property and charge the cost to Lessee, which cost shall be immediately payable upon
demand by Lessor.
2.9 Convnon Areas. Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and
management of the Common Areas and shall have the right, from time to time, to adopt, modify, amend and enforce reasonable rules and regulations ("Rules and
Regulations") for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and the preservation of good order, as well as
for the convenience of other occupants or tenants of the Building and the Project and their invitees. The Lessee agrees to abide by and conform to aU such Rules
and Regulations, and to cause its employees, suppliers. shippers, customers, contractors and invitees to so abide and conform. Lessor shall not be responsible to
Lessee for the noncompliance with said Rules and Regulations by other tenants of the Project.
2.10 Common Areas _ Changes. Lessor shall have the right, in Lessor's sole discretion, from time to time:
(a) To make changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of the lobbies,
windows, stairways, air shafts, elevators, escalators, restrooms, driveways, entrances, parking spaces, par1<ing areas, loading and unloading areas, ingress, egress,
direction of traffIC, landscaped areas, walkways and utility raceways;
(b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains
available;
(c) To designate other land outside the boundaries of the Project to be a part of the Common Areas;
(d) To add additional buildings and improvements to the Common Areas;
(e) To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project, or any portion
thereof; and
(f) To do and perform such other acts and make such other changes In, to or with respect to the Common Areas and Project as Lessor
may, in the exercise of sound business judgment, deem to be appropriate.
3. Term.
3.' Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified In Paragraph 1.3.
3.2 Early Possession. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent shall
be abated fOf the period of such early possession. All other terms of this Lease (including but not limited to the obligations to pay Lessee's Share of the Operating
Expense Increase) shall, however, be in effect during such period, Any such early possession shalt not affect the Expiration Date.
3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts tQ deliver possession of the Premises to Lessee by the
Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Le5SOI' shall nol be subject to any liability therefor, nor shalt such
failure affect the validity of this Lease. Lessee shall not. however, be obligated to pay Rent or perform its other obllgations until Lessor delivers possession of the
Premises and any perIod of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possessIon and continue for a period
equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession
is not delivered within 60 days after the Commencement Date, as the same may be extended under the terms of any Work Letter executed by Parties, Lessee may, at
its option, by notice in INriting within 10 days after the end of such 60 day period, cancel this Lease, in \Nhich event the Parties shall be discharged from all obligations
hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. If possession of the Premises is not
delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing.
3.4 Lessee Compliance. Lessor shall not be required to deliver possession of the Premises to Lessee until Lessee complies with its obligation to
provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from
and after the Start Date, including the payment of Rent, notwithstanding Lessor's election to withhold possession pending receipt of such evidence of insurance.
Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold
possession until such conditions are satisfied.
4 Rent.
4.1. Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be
rent ("Renf').
4.2 Operating Expense Increase. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessee's Share of the amount
by which all Operating Expenses for each Comparison Year exceeds the amount of all Operating Expenses for the Base Year, such excess being hereinafter
referred to as the "Operating Expense Increase", in accordance 'Nith the following provisions:
(a) "Base Year" is as specified in Paragraph 1.9.
(b) "Comparison Year" is defined as each calendar year during the term of this Lease subsequent to the Base Year; provided, however,
Lessee shall have no obligation to pay a share of the Operating Expense Increase applicable to the first 12 months of the Lease Term (other than such as are
mandated by a governmental authority, as to which government mandated expenses Lessee shall pay Lessee's Share, notwithstanding they occur during the first
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twelve (12) months). lessee's Share of the Operating Expense Increase for the first and last Comparison Years of the Lease Term shall be prorated according to
that portion of such Comparison Year as to wtlich Lessee is responsible for a share of such increase.
(c) "Operating Expenses" include all costs incurred by Lessor relating to the ownership and operation of the Project, calculated as if the
Project was at least 95% occupied, including, but not limited to, the follo1Ning:
(I) The operation, repair, and maintenance in neat, clean, safe, good order and condition, but not the replacement (see
subparagraph (g)), ofthe following:
(aa) The Common Areas, including their surfaces, coverings, decorative items, carpets, drapes and window
coverings, and including parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, stairways, parkways, driveways, landscaped
areas, striping, bumpers, irrigation systems, Common Area lighting facilities, building exteriors and roofs, fences and gates:
(bb) All heating, air conditioning, plumbing, electrical systems, life safety equipment, communication systems and
other equipment used in common by, or for the benefrt of, lessees or occupants of the Project, including elevators and escalators, tenant directories, fire detection
systems including sprinkler system maintenance and repair.
(ii) Trash disposal, janitorial and security services, pest control services, and the costs of any environmental inspections;
(iii) Any other service to be provided by Lessor that is elsewhere in this Lease stated to be an "Operating Expense";
(iv) The cost of the premiums for the insurance policies maintained by Lessor pursuant to paragraph 8 and any deductible
portion of an Insured loss concerning the Building or the Common Areas:
(v) The amount of the Real Property Taxes payable by Lessor pursuant to paragraph 10;
(vi) The cost of water, sewer, gas, electricity, and other publicly mandated services not separately metered;
(vii) Labor, salaries, and applicable fringe benefits and costs, materials, supplies and tools, used in maintaining and"or cleaning the
Project and accounting and management fees attributable to the operation of the Project;
(viii) The cost of any Capital Expenditure to the Building or the Project not covered under the provlsions of Paragraph 2.3 provided:
however, that Lessor shall allocate the cost of any such Capital Expenditure over a 12 year period and Lessee shall not be required to p:iy more than Lessee's Share
of 1/144th of the cost of such Capital Expenditure In any given month:
(ix) Replacement of equipment or improvements that have a useful life for accounting purposes of 5 years or less.
(d) Any item of Operating Expense that is specifICally attributable to the Premises, the Building or to any other building In the Project or to
the operation, repair and maintenance thereof, shall be allocated entirely to such Premises, Building, or other building. However, any such item that Is not specifically
attributable to the Building or to any other building or to the operation, repair and maintenance thereof, shall be equitably allocated by Lessor to all buildings in the
Project.
(e) The Inclusion of the improvements, facilities and services set forth in Subparagraph 4.2(c) shall not be deemed to impose an
obligation upon Lessor to either have said improvements or facilities or to provide those services unless the Project already has the same, Lessor already provides
the services, or Lessor has agreed elsewhere in this Lease to provide the same or some of them.
(f) Lessee's Share of Operating Expense Increase shall be payable by Lessee within 10 days after a reasonably detailed statement of
actual expenses Is presented to Lessee by Lessor. At Lessor's option, however, an amount may be estimated by Lessor from time to time in advance of Lessee's
Share of the Operating Expense Increase for any Comparison Year, and the same shall be payable monthly during each Comparison Year of the Lease term, on the
same day as the Base Rent Is due hereunder, In the event that Lessee pays Lessor's estimate of Lessee's Share of Operating Expense Increase as aforesaid,
Lessor shall deliver to Lessee within 60 days after the expiration of each Comparison Year a reasonably detailed statement showing Lessee's Share of the actual
Operating Expense Increase incurred during such year. If Lessee's payments under this paragraph (f) during said Comparison Year exceed Lessee's Share as
indicated on said statement, Lessee shall be entitled to credit the amount of such overpayment against Lessee's Share of Operating Expense Increase next falling
dUe. If Lessee's payments under this paragraph during said Comparison Year were less than Lessee's Share as indicated on said statement, Lessee shall pay to
Lessor the amount of the deficiency within 10 days after delivery by Lessor to Lessee of said statement Lessor and Lessee shall forthwith adjust between them by
cash payment any balance determined to exist with respect to that portion of the last Comparison Year for which Lessee is responsible as to Operating Expense
Increases, notwithstanding that the Lease term may have terminated before the end of such Comparison Year.
(g) Operating Expenses shall not include the costs of replacement for equipment or capital components such as the roof, foundations,
exterior walls or a Common Area capital improvement, such as the parking lot paving, elevators, fences that have a useful life for accounting purposes of 5 years or
more unless It is of the type described in paragraph 4.2(c) (viii), in which case their cost shall be included as above provided.
(h) Operating Expenses shall not include any expenses paid by any tenant directly to third parties, or as to which Lessor is otherwise
reimbursed by any third party, other tenant, or by insurance proceeds.
4.3 Payment. Lessee shall cause payment of Rent to be received by lessor in lawful money of the United States on or before the day on which it is
due, without offset or deduction (except as specifically permitted in this Lease). Rent for any period during the term hereof which is for less than one full calendar
month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other
persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a '<Naiver of
Lessor's rights to the balance of such Rent, regardless of Lessor's endorsement of any check so stating. In the event that any check, draft, or other instrument of
payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 In addition to any Late Charge. Payments will be
applied first to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent and Operating Expense Increase, and any remainIng amount
to any other outstanding charges or costs.
5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee's faithful performance of its
obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, lessor may use, apply or retain all or any portion of said Security
Deposit for the payment of any amount due Lessor or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur
by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days after written request therefor, deposit monIes with
Lessor sufficient to restore said Security Deposit to the full amount required by this Lease. If the Base Rent increases during the term of this Lease, Lessee shall,
upon written request from Lessor, deposit additional moneys with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to
the increased Base Rent as the initial Security Deposit bore 10 the initial Base Rent. Should the Agreed Use be amended to accommodate a material change in the
busmess of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor's
reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during
this Lease and following such change the financial condition of Lessee is, in Lessor's reasonable judgment, significantly reduced, Lessee shall deposit such
additIonal monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial
condition. Lessor shall not be required to keep the Security Deposit separate from Its general accounts. Within 14 days after the expiration or termination of this
Lease, if Lessor elects to apply the Security Deposit only to unpaid Rent, and otherwise within 30 days after the Premises have been vacated pursuant to Paragraph
7.4{c) below, Lessor shall return that portion of the Security Deposit not used or applied by Lessor. No part of the Security Deposit shall be considered to be held in
trust, to bear Interest or to be prepayment for any monies to be paid by Lessee under this Lease.
6. Use.
6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and
for no other purpose, Lessee shall not use or permit the use of the Premises In a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs
occupants of or causes damage to neighboring premises or properties. Lessor shall not unreasonably withhold or delay its consent to any written request for a
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modification of the Agreed Use, so long as the same will not impair the structural jntegrity of the improvements of the Buikiing, will not adversely affect the
mechanical, electrical, HVAC. and other systems of the Building, and/or will nol affect the exterior appearance of the Building. If Lessor elects to withhold consent,
Lessor shall within 7 days after such request give written notification of same, which notice shall include an explanation of Lessor's objections to the change in the
Agreed Use.
6.2 Hazardous Substances.
(a) Reportable Uses Require Consent. The term "Hazardous SubstanceM as used in this Lease shall mean any product, substance, or
waste whose presence, use, manufacture, disposal, transportation, or release, either by itself Of in comblnaUon with other materials expected to be on the Premises,
is either: (i) potentially Injurious to the public health, safety or 1Neifare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or
(iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall
include, but not be limited to, hydrocarbons, petroleum, gasoline, andlor crude oil or any products, byproducts or fractions thereof. Lessee shaH not engage in any
activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely
compliance (at Lessee's expense) with all Applicable Requirements. "Reportable Use" shall mean (i) the installation or use of any above or below ground storage
tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to 'Nhich a report,
notice, registration or business plan Is required to be filed with, any governmental authority, and/or (ili) the presence at the Premises of a Hazardous Substance with
respect to Which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties.
Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use such
as ordinary office sl.pplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with aU Applicable
ReqUirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose
Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably
deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to,
the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) andlor increasing the Security
Deposit.
(b) Duty to Infonn Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on,
under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide
Lessor with a copy of any report, notice, claim or other documentation which it has conceming the presence of such Hazardous Substance.
(c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spUled or released in, on, under, or about the
Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply with all Applicable Requirements and take aU
investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the
maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or
involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or any third party.
(d) lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any,
harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys' and consultants' fees arising
out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shaH have no liability
under this Lease with respect to underground migration of any Hazardous Substance under the Premises from areas outside of the Project not caused or contributed
to by Lessee). Lessee's obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or
suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of thIs Lease. No
termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to
Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement.
(e) Lessor Indemnification. Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and
lenders, harmless from and against any and all environmental damages, Including the cost of remediation, vmich result from Hazardous Substances which existed on
the Premises prior to Lessee's occupancy or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor's
obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of Investigation, removal, remediation, restoratJon
and/or abatement, and shall survive the expiration or termination of this Lease.
(1) Investigations and Remediations. Lessor shall retain the responsibiiity and pay for any investigations or remediation measures required
by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee's occupancy, unless such
remediation measure is required as a result of Lessee's use (including "Alterations", as defined in paragraph 7.3(a) below") of the Premises, in which event Lessee
shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, Including allowing Lessor and Lessor's agents to
have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities.
(g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of this Lease, unless
Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this
Lease shall continue in full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's option, either (i)
investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor's expense, in which event this Lease shall
continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is
greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor's
desire to terminate this Lease as of the date 60 days following the date of such notice. In the event Lessor elects to give a termination notice, Lessee may, within 10
days thereafter, give written notice to Lessor of Lessee's commitment to pay the amount by which the cost of the remediation of such Hazardous Substance
Condition exceeds an amount equal to 12 times the then monthly 8ase Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or
satisfactory assurance thereof within 30 days following such commitment. In such event, this Lease shall continue In full force and effect, and Lessor shall proceed
to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds
or assurance thereof 'Nithln the time provided, this Lease shall terminate as of the date specified in Lessor's notice of termination.
6.3 lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee's sole expense,
fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire Insurance underwriter or rating
bureau, and the recommendations of Lessor's engineers andlor consultants which relate in any manner to the Premises, without regard to whether said requirements
are now in effect or become effective after the Start Date. Lessee shall, within 10 days after receipt of Lessor's written request, provide Lessor with copies of all
permits and other documents, and other Information evidencing Lessee's compliance with any Applicable Requirements specified by Lessor, and shall immediately
upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report
pertaining to or involvIng the failure of Lessee or the Premises to comply with any Applicable Requirements.
6.4 Inspection; Compliance. Lessor and Lessor's "lender" (as defined in Paragraph 30) and consultants shall have the right to enter into
Premises at any time, in the case of an emergency, and otherwise at reasonable times, for the purpose of inspecting the condition of the Premises and for verifying
compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous
Substance Condition (see paragraph 9.1 e) is found to exist or be imminent, or the inspection Is requested or ordered by a governmental authority. In such case,
Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or contamination.
7. Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations.
7.1 Lessee's Obligations. Notwithstanding Lessor's obligation to keep the Premises in good condition and repair, Lessee shall be responsible for
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payment of the cost thereof to Lessor as additional rent for that portion of the cost of any maintenance and repair of the Premises, or any equipment (wherever
located) that serves only Lessee or the Premises, to the extent such cost 15 attributable to causes beyond normal wear and tear. Lessee shall be responsible for the
cost of painting, repairing Of replacing wall coverings, and to repair or replace any improvements with the Premises. Lessor may, at its option, upon reasonable
notice, elect to have Lessee perform any particular such maintenance or repairs the cost of which is otherwise lessee's responsibility hereunder.
7.2 Lessor's Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (Operating Expenses), 6 (Use), 7.1
(lessee's Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant to Paragraph 4.2, shall keep in good order,
condition and repair the foundations, exterior walls, structural condition of interior bearing walls, exterior roof, fire sprinkler system, fire alarm andlor smoke detection
systems, fire hydrants, and the Common Areas. Lessee expressly waives the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the
terms of this Lease.
7.3 Utility Installations; Trade Fixtures; Alterations.
(a) Definitions. The term "utility Installations" refers to all floor and window coverings, air lines, vacuum lines, power panels, electrical
distribution, security and fire protection systems, communication cabling, lighting fIXtures, HVAC equipment, and plumbing in or on the Premises. The term "Trade
Fixtures" shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises. The term" Alterations" shall mean
any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion. "Lessee Owned Alterations andJor Utility
Installations" are defined as Alterations andlor Utility Installations made by Lessee that are nol yet owned by Lessor pursuant to Paragraph 7.4(a).
(b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor's prior written consent. Lessee may,
however, make non-structural Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice to Lessor, as long as they
are not visible from the outside, do not involve puncturing, relocating or removing the roof, ceilings, floors or any existing walls, will not affect the electrical, plumbing,
HVAC, and/or life safety systems, and the cumulative cost thereof during this Lease as extended does not exceed $2000. Notwithstanding the foregoing, Lessee
shalf not make or permit any roof penetrations and/or install anything on the roof without the prior "Written approval of Lessor. Lessor may, as a precondition to
granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to
make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shaH be deemed conditioned upon
Lessee's: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor ....lith copies of both the permits and the plans and specifications prior to
commencement of the work, and (Iii) compliance with all conditions of said permits and other Applicable Requirements In a prompt and expeditious manner. Any
Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish
Lessor with asbuilt plans and specifications. For work which costs an amount in excess of one month's Base Rent, Lessor may condition its consent upon Lessee
providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation andlor upon Lessee's posting an
additional Security Deposit with Lessor.
(c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at
or for use on the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against the Premises or any interest therein. Lessee shall
give Lessor not less than 10 days notice prior to the commencement of any work In, on or about the Premises, and Lessor shall have the right to post notices of
non~responsibjlity. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shalt, at its sole expense defend and protect itself, Lessor and
the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall
require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability
for the same. If Lessor elects to participate In any such action, Lessee shall pay Lessor's attorneys' fees and costs.
7.4 Ownership; Removal; Surrender; and Restoration.
(a) Ownership. Subject to Lessor's right to reCfJire removal or elect ownership as hereinafter provided, all Alterations and Utility Installations
made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any
specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per paragraph 7.4{b) hereof, all Lessee Owned Alterations and
Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises.
(b) Removal. By delivery to Lessee of "WrItten notice from Lessor not earlier than 90 and not later than 30 days prior to the end of the term of
this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termlnaUon of this Lease. Lessor may
require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent.
(c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the
improvements, parts and surfaces thereof clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted.
"Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented by good maintenance practice. Notwithstanding the
foregoing, if this Lease is for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO
allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned
Alterations andlor Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall also completely
remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which
were deposited via underground migration from areas outside of the Project) even if such removal would require Lessee to perform or pay for work that exceeds
statutory requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. The failure by Lessee to timely vacate the Premises
pursuant to thiS Paragraph 7.4(c) without the express written consent of Lessor shall constiMe a holdover under the provisions of Paragraph 26 below.
8. Insurance; Indemnity.
8.1 Insurance Premiums. The cost of the premiums for the insurance policies maintained by Lessor pursuant to paragraph 8 are included as
Operating Expenses (see paragraph 4.2 (c)(iv)). Said costs shall include Increases in the premiums resulting from additional coverage related to requIrements of the
holder of a mortgage or deed of trust covering the Premises, Building andlor Project, increased valuation of the Premises, Building and/or Project, andlor a general
premium rate increase. Said costs shall not, however, include any premium increases resulting from the nature of the occupancy of any other tenant of the Building.
If the Project was not insured for the entirety of the Base Year, then the base premium shall be the lowest annual premium reasonably obtainable for the required
insurance as of the Start Date, assuming the most nominal use possible of the Building and/or Project. In no event, hOlNeVer, shall Lessee be responsible for any
portion of the premium cost attributable to liability insurance coverage in excess of $2,000,000 procured under Paragraph 8.2(b).
8.2 Liability Insurance.
(a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor
as an additional Insured against claims for bodily Injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or
maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not
less than $1 ,000,000 per occurrence with an annual aggregate of not less than $2,000,000, an "Additionallnsured-Managers or Lessors of Premises Endorsement"
and contain the "Amendment of the Pollution Exclusion Endorsemenr' for damage caused by heat, smoke or fumes from a hostile fire. The policy shall not contain
any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an "insured
contracf' for the performance of Lessee's indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor
relieve Lessee of any obligation hereunder. AU insurance carried by Lessee shalt be primary to and not contributory with any similar insurance carried by Lessor,
whose insurance shall be considered excess insurance only. ~E_aHAIL NOT BE R:FDIJIIi:ED TO OBTAIN A CDMMErCIAI GENEUJ.....J.IADlLlTY POliCY OF
1t-.l5tJR:At-.lCF. IF I HiGH 117 AOl.E..lOJ"li:OVlDE Tn I EaGOR: ADEDUATF rR:OOF OF COMPAR.ABLE CDVHAG~OM.A.E.l.12fJlEI F-INAURANCE PROGRAM
(b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), In addition to, and not in lieu of, the
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insurance required to be maintained by Lessee. Lessee snail not be named as an additional insured therein_
8.3 Property Insurance - Building, Improvements and Rental Value.
(a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance in the name of Lessor, with Joss
payable to Lessor, any ground-lessor, and to any lender insuring loss or damage to the Building andfor Project. The amount of such insurance shall be equal to the
full replacement cost of the Building and/or Project, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the
commercially reasonable and available insurable value thereof. Lessee owned Alterations and Utility Installations, Trade Fixtures, and Lessee's personal property
shall be insured by Lessee under Paragraph 8.4. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of
direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement
of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss.
Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing
an increase in Ihe annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All
Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not
exceed $1,000 per occurrence.
(b) Rental Value. Lessor shall also obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any
Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days ("Rental Value Insurance"). Said insurance
shall contain an agreed valuation provision In lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent
otherwise payable by Lessee, for the nexl12 month period.
(c) Adjacent Premises. Lessee shaH pay for any increase in the premiums for the property insurance of the Building and for the Common
Areas or other buildings in the Project if said increase is caused by Lessee's acts, omissions, use or occupancy of the Premises.
(d) Lessee's Improvements. Since Lessor is the Insuring Party, Lessor shall not be required to insure Lessee Owned Alterations and Utility
Installations unless the item in question has become the property of Lessor under the terms of this Lease.
8.4 Lessee's Property; Business Interruption Insurance. A MNAFtDE SFI F.-INSURANCE PROGRAM WHICH PRQVlDf~5 cnMPARAI3LF COVErAGE
~f>ED1N L1EU OF THE INSUfMJCE COVER-AliI;. rF.QIJIREYENTS STATED IN THIS St:'CTIDN
(a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, Trade Fixtures, and Lessee
Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 per occurrence. The
proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility
Installations. Lessee shall provide Lessor with written evidence that such insurance is in force.
(b) Business Interruption. Lessee shall obtain and maintain loss of income and exlra expense insurance in amounts as will reimburse Lessee
for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of
access to the Premises as a result of such perils.
(c) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified
herein are adequate to cover Lessee's property, business operations or obligations under this Lease.
8.5 Insurance Polictes. Insurance required herein shall be by companies duly licensed or admitted to transact business in the state where the
Premises are located, and maintaining during the policy term a "General Policyholders Rating" of at least B+, V, as set forth in the most current issue of "Best's
Insurance Guide", or such other rating as may be required by a Lender. A MNAFIDE 5ELF-IN5U~ANCE PR:OGIl:At.l UAV 13F.: USFD IN 111;.UOF THE TYf"F OF INSURANCE
CQUPANV DESCRII3FD IN THIS LEASE. Lessee shall not do or permit to be done anything \VMich invalidates the required insurance policies. Lessee shall, prior to the
Start Date, deliver to Lessor certified copies of policies of such insurance or certificates evidencing the existence and amounts of the required insurance. No such
policy shall be cancelable or subject to modification except after 30 days prior written notice to Lessor. Lessee shall, at least 30 days prior to the expiration of such
policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereof, or Lessor may oreler such insurance and charge the cost
thereof to Lessee, which amount shall be payable by Lessee 10 Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the
remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but
shall not be required to, procure and maintain the same.
8.6 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and
waive their entire right to recover damages against the other, for loss of or damage to Its property arising out of or incident to the perils required to be insured against
herein. The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto. The Parties
agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the
case may be, so long as the insurance is not invalidated thereby.
8.7 Indemnity. Exce~ for Lessor's gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the
Premises, Lessor and its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens,
judgments, penalties, attorneys' and consultants' fees, expenses and/or liabilities arising out of, involving, or in connection with, the use and/or occupancy of the
Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at
Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such
claim in order to be defended or indemnified.
8.8 Exemption of Lessor from Liability. Lessor shalt not be liable for injury or damage to the person or goods, wares, merchandise or other
property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by
or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances,
plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other
portions of the Building, or from other $Durces or places. Lessor shall not be liable for any damages arising from any act or neglect of any other tenant of Lessor nor
from the faIlure of Lessor to enforce the provisions of any other lease in the Project. Notwithstanding Lessor's negligence or breach of this Lease, Lessor shall under
no circumstances be liable for injury to Lessee's business or for any loss of income or profit therefrom.
9. Damage or Destruction.
9.1 Definitions.
(a) "Prenises Partial Damage" shall mean damage or destruction to the improvements on the Premises, other than Lessee OlNfled Alterations
and Utility Installations, which can reasonably be repaired in 3 months or less from the date of the damage or destruction, and the cost thereof does not exceed a
sum equal to 6 month's Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage
is Partial or Total.
(b) "Premises Total Destruction" shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned
Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 3 months or less from the date of the damage or destruction andlor the
cost thereof exceeds a sum equal to 6 month's Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to
whether or not the damage is Partial or Total.
(c) "Insured Loss" shall mean damage or destruction to improvements on the Premises, other than Lessee OlNfled Alterations and Utility
Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), irrespective of any deductible
amounts or coverage limits involved.
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(d) "Replacement Cost' shaH mean the cost to repair or rebuild the Improvements owned by Lessor at the time of the occurrence to their
condition existing immediately prior thereto, Inchxllng demolition, debris remoY2l1 and upgrading required by the operation of Applicable Requirements, and wtthout
deduction for depreciation.
(e) "Hazardous Substance Condition" shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by,
a Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the Premises which requires repair, remediation, or restoration.
9,2 Partial Damage. Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair
such damage (but not Lessee's Trade Fixtures or Lessee OWned Alterations and Utility Installations) as soon as reasonably possible and this lease shall continue in
full force and effect; provided, however, that lessee shall, at lessor's election, make the repair of any damage or destruction the total cost to repair of Ylhich is
$5,000 or tess, and, in such event, lessor shall make any applicable Insurance proceeds available to Lessee on a reasonable basis for that purpose.
Notwithstanding the foregoing, If the required insurance was not In force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party shall
promptly contribute the shortage In proceeds as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by
reason of the unique nature of the improvements, fult replacement cost insurance coverage was not commercially reasonable and available, lessor shall have no
obligation to pay for the shortage In InsuTillnce proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover
same, or adequate assurance thereof, INIthln 10 days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or
adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this
Lease shall remain In full force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days
thereafter to: (I) make such restoration and repair as is commercially reasonable with Lessor paying any shortage In proceeds, In which case this lease shall remain
In full force and effect, or (II) have this Lease terminate 3D days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to
repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be
some Insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party.
9.3 Partial Damage ~ Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful
act of Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may either: (i) repair such damage as soon as reasonably possible at
Lessor's expense, in which event this lease shall continue in full force and effect, or (il) terminate this Lease by gMng written notice to Lessee 'Nithin 30 days after
receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60 days following the date of such notice. In the event Lessor
elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor of lessee's
commitment to pay for the repair of such damage \Nithout reimbursement from lessor. Lessee shall provide Lessor wtth said funds or satisfactory assurance thereof
within 30 days after making such commitment. In such event this lease shall continue in full force and effect, and lessor shall proceed to make such repairs as
soon as reasonably possible after the required funds are available. If lessee does not make the required commitment, this Lease shall terminate as of the elate
specified In the termination notice.
9.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60 days
following 6uch Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of lessee, lessor shall have the right to recover
lessor's damages from Lessee, except as provIded in Paragraph B.6.
9.5 Damage Near End of Tenn. If at any time during the last 6 months of this lease there is damage for which the cost to repair exceeds one
m~nth's Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by gMng a
written termination notice to Lessee within 3D days after the date of occurrence of such damage. Notwithstanding the foregoing, if lessee at that time has an
exercisable option to extend this Lease or to purchase the Premises, then lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor
with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the ear1ier of (i) the date which is 10 days after
lessee's receipt of Lessor's written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option explres. If lessee duly exercises
such option duril'll such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at
Lessor's commercially reasonable expense, repair such damage as soon as reasonably possible and this lease shall continue in full force and effect. If lessee falls
to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and
lessee's option 6hall be extinguished.
9.6 Abatement of Rent; Lessee's Remedies.
(a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee
is not responsible under this lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated In
proportion to the degree to which Lessee's use of the Premises Is ImpaIred, but not to exceed the proceeds received from the Rental Value insurance. All other
obligations of Lessee hereunder shall be performed by Lessee, and Lessor shalf have no liability for any such damage, destruction, remediation, repair or restoration
except as provided herein.
(b) Remedies. If Lessor shall be obligated to repair or restore th.e Premises and does not commence, in a substantial and meaningful way,
su~h repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or restoration, give
written notice to Lessor and to any Lenders of which lessee has actual notIce, of lessee's election to terminate this lease on a date not less than 60 days foUowing
the giving of such notice. If Le6&ee gives such notice and such repair or restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the
date specified in said notice. If the repair or restoration is commenced within such 30 days, this lease shall continue in full force and effect. "Commence" shall
mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs.
9.7 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment
shall be made conceming advance Base Rent and any other advance payments made by Lessee to lessor. Lessor shall, in addttlon, return to lessee so much of
Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor.
9.8 Waive Statutes. Lessor and Lessee agree that the terms of this Lease shall govem the effect of any damage to or destruction of the Premises
with respect to the termination of this Lease -and hereby waive the provisions of any present or future statute to the extent inconsistent herewith.
10. Real Property Taxes.
10.1 Definltions. As used herein, the term "Real Property Taxes" shall include any form of assessment; real estate, general, special, ordinary or
extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any
~eg~l or equitable Interest of Lessor in the Project, Lessor's right to other Income therefrom, and/or Lessor's business of leasing, by any authority having the direct or
mdlrect power to tax and where the funds are generated with reference to the Project address and where the proceeds so generated are to be applied by the city,
county Of other local taxing authority of a jurisdiction within which the Project is located. "Real Property Taxes" shall also include any tax, fee, levy, assessment or
charge, or any Increase therein, Imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the
Project or any portion thereof or a change In the Improvements thereon.
10.2 Payment of Taxes. Except as otherwise provided in Paragraph 10.3, Lessor shall pay the Real Property Taxes applicable to the Project, and
said payments shall be included in the calculation of Operating Expenses In accordance with the provisions of Paragraph 4.2.
10.3 Additional Improvements. Operating Expenses shall not include Real Property Taxes speclfled in the tax assessor'S records and work
sheet.s as being caused by additional improvements placed upon the Project by other lessees or by Lessor for the exclusive enjoyment of such other lessees.
~otwlthstanding Paragraph 10.2 hereof, Lessee shaH, however, pay to Lessor at the time Operating Expenses are payable under Paragraph 4.2, the entirety af any
Increase In Real Property Taxes if assessed solely by reason of Alterations, Trade Fixtures or Utility Installations placed upon the Premises by lessee or at Lessee's
request.
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10.4 Joint Assessment. If the Building is not separately assessed, Real Property Taxes allocated to the Building shall be an equitable proportion of
the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be determined by Lessor from the respective
valuations assigned in the assessor's work sheets or such other information as may be reasonably available. Lessor's reasonable determination thereof, In good
faith, shall be conclusive.
10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned Alterations and
Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of lessee contained in the Premises. When possible, Lessee shall cause Its
Lessee OWned Alterations and Utility Installations, Trade Fixtures. furnishings, equipment and all other personal property to be assessed and billed separately from
the real property of Lessor. If any of lessee's said property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee's
property within 10 days after receipt of a wrItten statement setting forth the taxes applicable to Lessee's property.
11. Utilities and Services.
11.1 Services Provided by Lessor, Lessor shall provide heating, ventilation, air conditioning, reasonable amounts of electricity for normal lighting
and office machines, water for reasonable and normal drinking and lavatory use in connection with an office, and replacement light bulbs and/or fluorescent tubes
and ballasts for standard overhead fixtures. lessor shall also provide janitorial services to the Premises and Common Areas 5 times per week, excluding Building
Holidays, or pursuant to the attached janitorial schedule, if any. Lessor shall not, however, be required to provide janitorial services to kitchens or storage areas
included within the Premises.
11.2 Services Exclusive to Lessee. Lessee shall pay for all water, gas, heat, light, power, telephone and other utilities and services specially 0(
exclusively suppJied and/or metered exclusively to the Premises or to Lessee, together with any taxes thereon. If a service is deleted by Paragraph 1.13 and such
service Is not separately metered to the Premises, Lessee shall pay at Lessor's option, either Lessee's Share or a reasonable proportion to be determined by Lessor
of all charges for such jointly metered service,
11.3 Hours of Service. Said services and utilities shall be provided during times set forth In Paragraph 1 .12. Utilities and services required at other
times shall be subject to advance request and reimbursement by Lessee to Lessor of the cost thereof.
11.4 Excess USilge by Lessee. Lessee shall not make connection to the utilities except by or through existing outlets and shall not install or use
machinery or equipment in or about the Premises that uses excess 'N8ter, lighting or power, or suffer or permit any act that causes extra burden upon the utilities or
services, including but not limited to security and trash services, over standard office usage for the Project. lessor shall require Lessee to reimburse Lessor for any
excess expenses or costs that may arise out of a breach ofthis subparagraph by Lessee. Lessor may, in Its sole discretion, install at lessee's expense supplemental
equipment anellor separate metering applicable to Lessee's excess usage or loading.
11.5 Interruptions. There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoe...er for the inadequacy, stoppage,
interruption or discontInuance of any utility or servIce due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor's reasonable control
or in cooperation INith governmental request or directions.
12. Assignment and Subletting.
12.1 Lessor's Consent Required.
(a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, Hasslgn or assigrwnenf') or sublet
all or any part of lessee's interest in this Lease or In the Premises without Lessor's prior written consent.
(b) Unless lessee Is a corporation and Its stock is publicly traded on a national stock exchange, a change in the control of Lessee shall
constitute an assignment requiring consent The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constitute a change in control
for this purpose.
(c) The involvement of Lessee or its assets in any transaction, or serIes of transactions (by way of merger, sale, acquisition, financing, transfer,
leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this lease or Lessee's assets occurs, which results or will result in a
reduction of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as It was represented at the time of the execution of this lease or at the
time of the most recent assignment to which Lessor has consented, or as It exists immediately prior to said transaction or transactions constituting such reduction,
whichever was or Is greater, shall be considered an assignment of this Lease to which Lessor may withhold Its consent. "Net Worth of Lessee" shall mean the net
worth of lessee (excluding any guarantors) established under generally accepted accounting principles.
(d) An assignment or subletting without consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.1(c), or a
noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach,
Lessor may either: (I) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rent then in effect. Further, in
the event of such Breach and rental adjustment, (I) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjusbnent
to 110% of the price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to
110% of the scheduled adjusted rent.
(e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief.
12,2 Terms and CondiUons Applicable to Assignment and Subletting.
(a) Regardless of Lessor's consent, no assignment or subletting shall: (I) be effective without the express written assumption by such assignee
or sublessee of the obligations of lessee under this Lease, (Ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment
of Rent or for the performance of any other obligations to be performed by Lessee.
(b) lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an
assignment. Neither a delay In the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of
Lesso(s right to exercise Its remedies for lessee's Default or Breach.
(c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting.
(d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for
the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person
or entity responsible therefore to lessor, or any security held by Lessor.
(e) Each request for consent to an assignment or subletting shall be in writing, accompanied by Information relevant to Lessor's determination
as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or
required mocllflCation of the PremIses, if any, Lessee agrees to provide Lessor with such other or additional Information and/or documentation as may be reasonably
requested. (See also Paragraph 36)
(f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed
to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by lessee
during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which
Lessor has specifically consented to In writing.
. (g) Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original lessee by
thiS Lease unless such transfer Is specifically consented to by Lessor In writing. (See Paragraph 39.2)
12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by Lessee of
all or any part of the Premises and shall be deemed included In all subleases under this lease whether or not expressly incorporated therein:
(a) Lessee hereby assigns and transfers to Lessor all of Lessee's Interest in all Rent payable on any sublease, and Lessor may collect such
Rent and apply same toward lessee's oblIgations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee's obligations,
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lessee may collect said Rent. Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed
liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligations to such sublessee. Lessee hereby irrevocably authorizes and
directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists In the performance of Lessee's obligations under this Lease, to
pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without
any obligation or right to inquire as to whether such Breach exists, notNlthstanding any claim from Lessee to the contrary.
(b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which event Lessor shall undertake
the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall
not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor.
(0) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor.
(d) No sublessee shall further assign Of' sublet all or any part of the Premises without Lessor's prior written consent.
(e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of
Lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such
Defaults cured by the sublessee.
13. Default; Breach; Remedies.
13.1 Defautt; Breach. A "Default" is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules
and Regulations under this Lease. A "Breach" is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default
within any applicable grace period:
(a) The abandonment of the Premises; or the vacating of the Premises 'vIIithout providing a commercially reasonable level of security, or where
the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize
potential vandalism.
(b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or
to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens Ute or
property, where such failure continues for a period of 3 business days following written nolice to Lessee.
(c) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (11) the service contracts, (lii)
the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate, (v) a requested subordination, (vi) evidence concerning any guaranty and/or
Guarantor, (vii) any document requested under Paragraph 41 (easements), or (viii) any other documentation or information which Lessor may reasonably require of
Lessee under the teems of thIs Lease, where any such failure continues for a period of 1 0 days following written notice to Lessee.
(d) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 2.9 hereof,
other than those described in subparagraphs 13.1 (a), (b) or (c), above, where such Default continues for a period of 30 days after written notice; provided, however,
that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee
commences such cure within said 30 day period and thereafter dlllgently prosecutes such cure to completion.
(e) The occurrence of any of the following events: (1) the making of any general arrangement or assignment for the benefrt of creditors; (II)
becoming a "debtor" as defined in 11 U.S.C. S 101 or any successor statute thereto (unless, In the case of a petition filed against Lessee, the same is dismissed
within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's as&els located at the Premises or of Lessee's Interest
in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seiZure of substantially all of Lessee's
assets located at the Premises or of Lessee's interest In this Lease, where such seizure is not discharged within 30 days; provided, however, In the event that any
provision of this subparagraph (e) is contrary to any applicable law, such provlsion shall be of no force or effect, and not affect the validity of the remaining provisions.
(f) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false.
(g) If the performance of Lessee's obligations under this Lease is guaranteed: (i) the death of a Guarantor, (i1) the termination of a Guarantor's
liabllity with respect to this Lease other than in accordance with the terms of such guaranty, (ii~ a Guarantor's becoming insolvent or the subject of a bankruptcy
filil'1g, (iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty obligation on an anticipatory basis, and Lessee's failure, within 60
days following written notice of any such event, to provide written alternative assurance or security, which, when coupled with the then existing resources of Lessee,
equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease.
13.2 Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of an emergency,
without notice), Lessor may, at Its option, perform such duty or obligation on Lessee's behalf, including but not limited to the obtaining of reasonably required bonds,
insurance policies, or govemmentallicenses, permits or approvals. The costs and expenses of any such performance by Lessor shall be due and payable by Lessee
upon receipt or invoice therefor. If any check given to Lessor by Lessee shall not be honored by the bank upon which it is drawn, Lessor, at its option, may require all
future payments to be made by Lessee to be by cashier's check. In the event of a Breach, Lessor may, with or without further notice or demand, and without limiting
Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:
(a) Terminate Lessee's right to possession of the Premises by any lawful means, in 'Which case this Lease shall terminate and Lessee shall
immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of
termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds
the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent
for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other
amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform Its obligations under this Lease or which in the
ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of reJetting,
including necessary renovation and alteration of the Premises, reasonable attomeys' fees, and that portion of any leasing commission paid by Lessor in connection
with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding
sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the
time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover damages
under Paragraph 12. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such
proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice
and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful
detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful
detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlalNful
detainer and a Breach of this Lease entitling Lessor to lhe remedies provided for in this Lease and/or by said statute.
. (b) Continue the Lease and Lessee's right to pos$8ssion and recover the Rent as it becomes due, in which event Lessee may sublet or assign,
subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor's interests, shall not constitute
a termination of the Lessee's right to possession.
(c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are located. The
ex,Piration or termination of this Lease andfor the termination of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of
thiS Lease as to matters occurring or accruing during the term hereof or by reason of Lessee's occupancy of the Premises.
13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, or for the giving or paying by Lessor to or for Lessee of any
cash or other bonus, inducement or consideration for Lessee's entering into this lease, all of which concessions are hereinafter referred to as "Inducement
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Provisions", shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach of
this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other
charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an Inducement Provision shall be immediately due and payable
by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the
operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in 'Miting by Lessor at the time of
such acceptance.
13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this
Lease, the exact amount of lNhich will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late
charges whIch may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be due,
then, without any requirement for notice to Lessee, Lessee shall pay to Lessor a one-tlme late charge equal to 10% of each such overdue amount or $100, whichever
is greater. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will Incur by reason of such late payment.
Acceptance of such late charge by Lessor shall in no evert constitute a waiver of Lessee's Default or Breach with respect to such overdue amount, nor prevent the
exercise of arr{ of the ather rights and remedies granted hereunder. In the event that a late charge Is payable hereunder, whether or not collected, for 3 consecutive
installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor's option, become due and payable quarterly In
advance,
13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due as to scheduled payments
(such as Base Rent) or within 30 days following the date on which It was due for nonscheduled payment, shall bear interest from the date when due, as to scheduled
payments, or the 31st day after it was due as to nonscheduled payments. The interest ("Interest") charged shall be computed at the rate of 10% per annum but shall
not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for In Paragraph 13.4.
13.6 Breach by Lessor.
(a) Notice 01 Breach. Lessor shall not be deemed In breach of this Lease unless Lessor faits within a reasonable time to perform an obligation
required to be performed by Lessor. For purposes of thIs Paragraph, a reasonable time shall In no event be less than 30 days after receipt by Lessor, and any
Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not
been performed; provided, however, that if the nature of Lessor's obligation is such that more than 30 days are rea6Ol\8b1y required for its performance, then Lessor
shall not be in breach if performance Is commenced within such 30 day period and thereafter diligently pursued to completion.
(b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days after receipt
of said notice, or If having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee's expense and
offset from Rent the actual and reasonable cost to perform such cure, provided however, that such offset shall not exceed an amount equal to the greater of one
month's Base Rent or the SecurIty Deposit, reserving Lessee's right to seek reimbursement from Lessor. Lessee shall document the cost of said cure and supply
said documentation to Lessor.
14. Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said
power (collectively "Condemnation"), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first
occurs. If more than 10% of the rentable floor area of the Premises, or more than 25% of Lessee's Reserved Parking Spaces, if any, are taken by Condemnation,
Lessee may, at Lessee's option, to be exercised in writing within 10 days after Lessor shan have given Lessee written notice of such taking (or in the absence of such
notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authOrity takes such
possession. If Lessee does not terminate thIs Lease In accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the
Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation.
Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold,
the value of the part taken, or for severance damages: provided, however, that Lessee shall be entitled to any compensation for Lessee's relocation expenses, loss of
business goodwill andlor Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and
Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shan be entitled
to any and all compensation which Is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage
to the Premises caused by such Condemnation.
15. Brokerage Fees.
15.1 Additional convnission. In addition to the payments owed pursuant to Paragraph 1.10 above, and unless Lessor and the Brokers otherwise
agree in writing, Lessor agrees that: (a) If Lessee exercises any Option, (b) if Lessee acquires from Lessor any rights to the Premises or other premises ovmed by
Lessor and located lhithin the Project, (c) if Lessee remains in possession of the Premises, with the consent of Lessor, after the expiration of this Lease, or (d) if
Base Rent is increased, whether by agreement or operation of an escalation clause herein, then, Lessor shall pay Brokers a fee In accordance with the schedule of
the Brokers in effect at the time of the execution of this Lease.
15.2 Assumption of Obligations. Any buyer or transferee of Lessor's interest in this Lease shall be deemed to have assumed Lessor's obligation
hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.10, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts due as and
for brokerage fees pertaining to this Lease when due, then such amourts shall accrue Interest. In addition, if Lessor fails to pay any amounts to Lessee's Broker
when due, Lessee's Broker may send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days after said notice,
Lessee shall pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee's Broker shall be deemed to be a third party beneficiary of any
commission agreement entered into by and/or between Lessor and Lessor's Broker for the limited purpose of collecting any brokerage fee owed.
15.3 Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent and warrant to the other that it has had no
dealings with any person, finn, broker or finder (other than the Brokers, if any) in connection with this Lease, and that no one other than said named Brokers Is
entitled to any commission or finder's fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless
from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or
actions of the Indemnifying Party, Including any costs, expenses, attorneys' fees reasonably incurred with respect thereto.
16. Estoppel Certificates.
(a) Each Party (as "Responding Party") shall within 10 days after written notice from the other Party (the "Requesting Party") execute,
acknowledge and deliver to the Requesting Party a statement in wr~ing in form sim\lar to the then most current "Estoppel Certificate" form published by the
American Industrial Real Estate Association, plus such additional information, confirmation andlor statements as may be reasonably requested by the Requesting
Party.
(b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may execute
an Estoppel Certificate stating that (I) the Lease is in full force and effect without modifICation except as may be represented by the Requesting Party, (Ii) there are
no uncured defaults in the Requesting Party's performance, and (ill) if Lessor is the Requesting Party, not more than one month's rent has been paid in advance.
Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppel Certificate, and the Responding Party shall be estopped from denying
the truth of the facts contained in said Certificate.
(c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall deliver to any potential
lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, Including but not limited to Lessee's
financial statements for the past 3 years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used
only for the purposes herein set forth.
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17. Definition of Lessor. The term "Lessor" as used herein shall mean the owner or owners at the time In question of the fee title to the Premises, or, !fthis
is a sublease, of the Lessee's interest in the prior lease. In the event of a transfer of Lessor's title or interest In the Premises or this Lease, Lessor shall deliver to the
transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Except as provided in Paragraph 15, upon such transfer or assignment
and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease
thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be bindIng only
upon the lessor as hereinabove defined.
18. Severability. The Invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any
other provision hereof.
19. Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall mean and refer to calendar days.
20. Limitation on Liability. The obligations of Lessor under this Lease shall not constitute personal obligatIons of Lessor or its partners, members, directors,
officers or shareholders, and Lessee shall look to the Project, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease,
and shall not seek recourse agalnst Lessor's partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction.
21. Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease.
22. No Prior or other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter mentioned
herein, and no other prior or contemporaneous agreement Of understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that
It has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to
the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or 'Nith respect to any default or breach hereof by either
Party. The liability (including court costs and attorneys' fees) of any Broker with respect to negotiation, execution, delivery or performance by either Lessor or Lessee
under this Lease or any amendment or modification hereto shall be limited to an amount up to the fee received by such Broker pursuant to this Lease; provided,
however, that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker.
23. Notices.
23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by hand
or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, and shall
be deemed sufficiently given if served in a manner specified In this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that
Party's address for delivery or malllng of notices. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee's
taking possession of the Premises, the Premises shall constitute Lessee's address for notice. A copy of all notices to Lessor shall be concurrently transmitted to
such party or parties at such addresses as Lessor may from time to time hereafter designate in writing.
23.2 Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the
receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 48 hours after the same is addressed as
required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantee next day delivery shall be
deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices transmitted by facsimile transmission or similar means shall be deemed
delivered upon telephone confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If notice Is
received on a Saturday, Sunday or legal holiday, It shall be deemed received on the next business day.
24. Waivers. No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term,
covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof. Lessor's consent to,
or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent or similar act by Lessee, or be
construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. The acceptance of Rent by Lessor shall not be a
'Naiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any
qualifying statements or conditions made by lessee in connection therewith, which such statements andlor conditions shall be of no force or effect whatsoever
unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment.
25. Disclosures Regarding The Nature of a Real Estate Agency Relationship.
(a) When enterlng Into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the
outset understand what type of agency relationship or representation It has wlth the agent or agents in the transaction. Lessor and Lessee acknowledge being
advised by the Brokers In this transaction, as follows:
(i) Lessor's Aaent. A Lessor's agent under a listing agreement with the Lessor acts as the agent for the Lessor only. A
lessor's agent or subagent has the follow;ng affirmative obligations: To the Lessor: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the
Lessor. To the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in performance of the agenfs duties. b. A duty of honest and fair dealing
and good faith. c. A duty to cisclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent
attention and observation of, the Parties. An agent Is not obligated to reveal to either Party any confidential Information obtained from the other Party which does not
involve the affirmative duties set forth above.
(il) Lessee's Aaent. An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the Lessor's
agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor. An agent acting only for a Lessee
has the following affirmative ob!lgations. To the Lessee: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessee. To the Lessee
and the Lessor: a. Diligent exercise of reasonable skills and care In performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty
to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation
of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative
duties set forth above.
(IIi) Aaent Reoresentina Both lessor and Lessee. A real estate agent, either actIng directly or through one or more associate
licenses, can legally be the agent of both the Lessor and the Lessee In a transaction, but only with the knowledge and consent of both the Lessor and the Lessee. In
a dual agency situation, the agent has the following affirmative obligations to both the Lessor and the Lessee: a. A fiduciary duty of utmost care, integrity. honesty and
loyalty In the dealings with either Lesser or the Lessee. b. Other dutIes to the Lessor and the Lessee as stated above in subparagraphs (i) or (ii). In representing both
Lessor and lessee, the agent may not without the express permission of the respective Party, disclose to the other Party that the Lessor will accept rent in an amount
less than that indicated In the listing or that the Lessee is willing to pay a higher rent than that offered. The above duties of the agent In a real estate transaction do
not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor and Lessee shoulc:l carefully read all agreements to assure that they
adequately express their understanding of the transaction. A real estate agent is a person qual1fied to advise about real estate. If legal or tax advise is desired,
consult a competent professional.
(b) Brokers have no responsibility with respect to any default or breach hereof by either Party. The liability (including court costs and
attorneys' fees), of any Broker with respect to any breach of duty, error or omission relating to this Lease shall not exceed the fee received by such Broker pursuant to
this Lease; provided, however, that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such
Broker.
(e)
such Party to be confidential.
26. No Right To Hokiover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease.
In the event that Lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable immediately preceding the expiration or termination.
Buyer and SeUer agree to identify to Brokers as "Confidential" any communication or Information given Brokers that is consldered by
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Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee.
27. Cumulative Remedies. No remedy or etection hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies
at law or in equity.
28. Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be observed or performed by Lessee are both covenants and
conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever
required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather
according to its fair meaning as a whole, as if both Parties had prepared it.
29. Binding Effect; Choice of Law. This Lease shall be binding upon the Parties, their personal representatives, successors and assigns and be governed
by the laws of the State in \oIIhich the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which
the Premises are located.
30. Subordination; Attornment; Non-Disturbance.
30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or
other hypothecation or security device (collectively, "Security Device"), now or hereafter placed upon the Premises, to any and all advances made on the security
thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees thai the holders of any such Security Devices (in this Lease together referred to as
"Lender") shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease and/or any Option
granted hereby superior to the lien of Its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to
such Security Device, notwithstanding the relative dates of the documentation or recordation thereof.
30.2 Attornment. In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or
termination of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the nondisturbance provisions of Paragraph 30.3, attorn to such new
ovmer, and upon request, enter Into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof,
or, at the election of such new owner, this Lease shall automatically become a new Lease between Lessee and such new owner, upon all of the terms and conditions
hereof, for the remainder of the term hereof, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of
Lessor's obligations hereunder, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior
to acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than
one month's rent, or (d) be liable for the return of any security deposit paid to any prior lessor.
30.3 Non-Disturbance. With respect to Security Devices entered Into by Lessor after the execution of this Lease, Lessee's subordination of this
Lease shall be subject to receiving a commercially reasonable non~dlsturbance agreement (a "Non-Dlsturbance Agreement") from the Lender which
Non~Disturbance Agreement provides that lessee's possession of the Premises, and this Lease, including any options to extend the term hereof, will not be
disturbed so long as Lessee is not in Breach hereof and attoms to the record ()INner of the Premises. Further, within 60 days after the execution of this Lease,
Lessor shall use its commercially reasonable efforts to obtain a Non~Disturbance Agreement from the holder of any pr&-eXIstlng Security Device VoIhich is secured by
the Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee's option, directly
contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance Agreement.
30.4 Self-Executing. The agreements contained In this Paragraph 30 shall be effective without the execution of any further documents; provided,
however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute
such further writings as may be reasonably required to separately document any subordination, attornment and/or Non-Disturbance Agreement provided for herein.
31. Attorneys' Fees. If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare
rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such
fees may be awarded in the same suit or recovered In a separate suit, whether or nol such action or proceeding is pursued to decision or judgment. The term,
"Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by
compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys' fees award shall not be computed in
accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred. A1''fQ~NFYS' F~E~ ~HAII INClUDE A
PRO-RATA POltflON OF 1'HE ArrO~NE:V SALARY AND F)/F"FN5F-5 INcu~~y_rHE SAN 6ER,N,A.IWIN() CITY ArrO~NEY'S OFFICE IF SAlD OFFICE 15 INVOIYFD IN
.EHE.Q&C.I~G THIS LEASE ON !!IF-HAl F OF THE LESSH. In addition, Lessor shall be entitled to attorneys' fees, costs and expenses incurred In the preparation and
servic.e of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or
resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation).
32. lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter the Premises at any time, in the case of an
emergency, and otherwise at reasonable times for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations,
repairs, Improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes
and conduits through the Premises and/or other premises as long as there is no material adverse effect to Lessee's use of the Premises. All such activities shall be
Without abatement of rent or liability to Lessee. Lessor may at any lime place on the Premises any ordinary "For Sale" signs and Lessor may during the last 6
months of the term hereof place on the Premises any ordinary "For lease" signs. In addition, Lessor shall have the right to retain keys to the Premi68S and to
unlock all doors In or upon the Premises other than to files, vaults and safes, and in the case of emergency to enter the Premises by any reasonably appropriate
means, and any such entry shall not be deemed a forcible or unlawful entry or detainer of the Premises or an eviction. Lessee waives any charges for damages or
injuries or interference with Lessee's property or business in connection therewith.
33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises INithout Lessor's prior written consent. Lessor shall not
be obligated to exercise any standard of reasonableness in determining whether to permit an auction.
34. Signs. Lessee shall not place any sign upon the Project without Lessor's prior written consent.
35. Termination; Merger. Unless specifically stated otherwise in 'M'ltlng by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual
termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the
Premises; provided, however, that Lessor may elect to continue anyone or all existing subtenancies. Lessor's failure within 10 days following any such event to elect
to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such
interest.
36. Consents. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent
shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses (including but not limited to architects', attorneys', engineers' and
other consultants' fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an
assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supjX)rting documentation
therefor. Lessor's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor
shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such
consent. The failure to specify herein any particular condition to Lessor's consent shall not preclude the imposition by Lessor at the time of consent of such further
or other conditions as are then reasonable with reference to the particular matter for lNhich consent is being given. In the event that either Party disagrees with any
determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and
in reasonable detail within 10 business days following such request.
37. Guarantor.
37.1 Execution. The Guarantors, If any, shall each execute a guaranty in the form most recently published by the American Industrial Real Estate
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Association.
37.2 Default. It shall constitute a Default oflhe Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence orlhe execution of
the guaranty, including the authority of the party signing on Guarantor's behalf to obligate Guarantor. and In the case of a corpora~ Guarantor, a certified copy o~ a
resolution of Its board of directors authorizing the making of such guaranty, (b) current financial statements, (0) an Estoppel CertIficate, or (d) written confinnatlon
that the guaranty is stilt in effect.
38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee's part to be
observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof.
39. Options. If Lessee is granted an Option, as defined below, then the following provisions shall apply.
39.1 Definition. ~Optlon" shall mean: (a) the right to extend the term of or renew this Lease or to extend or renew any lease that Lessee has l)J1
olher property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase or the right of first
refusal to purchase the Premises or other property of Lessor.
39.2 Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be
assigned or exercised by anyone other than said original Lessee and only wtlile the original Lessee is in full possession of the Premises and, if requested by Lessor,
with Lessee certifying that Lessee has no intention of thereafter assigning or subletting.
39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless
the prior Options have been validly exercised.
39.4 Effect of Default on Options.
(a) Lessee shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of Default and continuing
until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (Iii) during the time Lessee Is in
Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate Default, whether or not the Defaults are cured, during the 12
month period immediately preceding the exercise of the Option.
(b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise an
Option because of the provisions of Paragraph 39.4{a).
(c) An Option shall terminate and be of no further force or effect. notwithstanding Lessee's due and timely exercise of the Option, [f, after such
exercise and prior to the commencement of the extended term or completion of lhe purchase, (i) Lessee faUs to pay Rent for a period of 30 days after such Rent
becomes due (without any necessity of Lessor to give notice thereof), or (ii) if Lessee commits a Breach of this Lease.
40. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security
measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its
agents and invitees and their property from the acts of third parties. In the event, however, that Lessor should elect to provide security services, then the cost thereof
shall be an Operating Expense.
41. Reservations.
(a) Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems
necessary, (ii) to cause the recordation of parcel maps and restrictions, (Hi) to create and/or install new utility raceways, so long as such easements, rights,
dedications, maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premises by Lessee. Lessor may also: change the name,
address or title of the Building or Project upon at least 90 days prior written notice; provide and Install, at Lessee's expense, Building standard graphics on the door of
the Premises and such portions of the Common Areas as Lessor shall reasonably deem appropriate; grant to any Jessee the exclusive right to conduct any business
as long as such exclusive right does not conflict with any rights expressly given herein; and to place such signs, notices or displays as Lessor reasonably deems
necessary or advisable upon the roof, exterior of the Building or the Pro.iecl or on pole signs in the Common Areas. Lessee agrees to sign any documents reasonably
requested by Lessor to effectuate such rights. The obstruction of Lessee's view, air, or light by any structure erected in the vicinity of the Building, whether by Lessor
or third parties, shall In no way affect this Lease or Impose any liability upon Lessor.
(b) Lessor also reserves the right to move Lessee to other space of comparable size in the Building or Project. Lessor must provide at least 45
prior written notice of such move, and the new space must contain improvements of comparable quality to those contained within the Premises. Lessor shall pay the
reasonable out of pocket costs that Lessee incurs with regard to such relocation, including the expenses of moving and necessary stationary revision costs. In no
event, however, shall Lessor be required to pay an amount in excess of two months Base Rent. Lessee may not be relocated more than once during the term of this
Lease.
(c) Lessee shall not: (i) use a representation (photographic or otherwise) of the Building or Project or their name(s) in connection with Lessee's
business; or (ii) suffer or permit anyone, except in emergency, to go upon the roof of the Building.
42. Perfonnance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the
provisions hereof, the Party against whom the obligation to pay the money Is asserted shall have the right to make payment "under protesr' and such payment shall
not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that
there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it
was nollegally required to pay.
43. Authority.
(a) If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing this Lease on
behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each party shall, within 30 days after
request, deliver to the other party satisfactory evidence of such authority.
(b) If this Lease is executed by more than one person or entity as "Lessee", each such person or entity shall be jointly and severally liable
hereunder. It is agreed that anyone of the named Lessees shall be empoYlered to execute any amendment to this Lease, or other document ancillary thereto and
bind all of the named Lessees, and Lessor may rely on the same as jf all of the named Lessees had executed such document.
44. Conflict. Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions shall be controlled by the typewritten or
handwritten provisions.
45. Offer. Preparation of this Lease by either party or their agent and submission of same 10 the other Party shall not be deemed an offer to lease to the other
Party. This Lease is not Intended 10 be binding until executed and delivered by aU Parties hereto.
46. Amendments. This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification. As long as they do not
materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable nonmonetary modfications to this Lease as may be reasonably required
by a Lender in connection with the obtaining of normal financing or refinancing of the Premises.
47. Multiple Parties. If more than one person or entity is named herein as either Lessor or Lessee, such multiple Parties shall have joint and several
responsibility to comply with the terms of this Lease.
48. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.
49. Mediation and Arbitration of Disputes. An Addendum requiring the Mediation and/or the Arbitration of aU disputes between the Parties andlor Brokers
arising out of this Lease 0 Is IiI is not attached to this Lease.
50. Americans with Disabilities Act. In the event that as a result of Lessee's use or intended use of the PremIses the Americans with Disabilities Act or
any similar law requires modifications or the construction or Installation of improvements in' or to the Premi~s, Building, Project and/or Common Areas, the Parties
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agree that such modifications, construction or improvements shall be made at: 0 Lessor's expense Ii1 Lessee's expense.
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN. AND BY THE
EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT. AT THE TIME
THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF
LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.
ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY
BROKER AS TO THE LEGAL SUFFICIENCY. LEGAL EFFECT. OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT
RELATES. THE PARTIES ARE URGED TO:
1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.
2 RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION
SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES. THE ZONING AND SIZE OF THE
PREMISES. THE STRUCTURAL INTEGRITY. THE CONDITION OF THE ROOF AND DPERATING SYSTEMS. COMPLIANCE WITH THE AMERICANS
WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE.
WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE
REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED.
The parties hereto have executed this Lease at the place and on the dates specified above their respective signalures.
Executed al: SAN BERNARDINO
Executed at: SAN BERNARDINO
on:
on:
By LESSOR:
NEW HOPE MISSIONARY BAPTIST CHURCH,
A CALIFORNIA NON-PROFIT CORPORATION
By:
By LESSEE
City
By:
Name Printed: BREON WATERS
mle: CHAIRMAN OF THE BOARD OF TRUSTEES
By:
Name Printed:
Title'
Address: 1575 WEST 17TH STREET
SAN BERNARDINO, CA 92411
Title:
Address: 300 N. D Street
San Bernardino, CA 92418
lj
(909) 887-2526 / (909) 887-5406 (FAX)
Telephone I Facsimile
Federal 10 No. 95-2510795
LESSOR'S
BROKER:
N/A
Attn:
Address:
(909) 384-5133
Telephone I Facsimile
Federal 10 No.
LESSEE'S
BROKER:
Attn:
Address:
Telephone I FacsImile No.
Telephone I Facsimile No.
These forms are often modified to meet changing requirements of law and needs of the industry. Always write or call to make sure you are utilizing the
most current form: American Industrial Real Estate Association, 700 South Flower Street, Suite 600, Los Angeles, CA 90017.
(213) 687"1777.
@Copyright 1999-By American Industrial Real Estate Association.
All rights reserved.
No part of these works may be reproduced in any form without permission in writing.
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