HomeMy WebLinkAbout1999-222
RESOLUTION NO. 1999-222
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
WITH WORLD PLAZA L.L.C. TO LEASE CERTAIN REAL PROPERTY FOR THE
AREA "C" COMMUNITY SERVICE OFFICE AND REPEALING RESOLUTION NO.
89-451.
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SECTION 1. The Mayor of the City of San Bernardino is hereby authorized and
directed to execute on behalf of said city and agreement with World Plaza L.L.C., a California
corporation, to lease space for the Area "C" Police Community Service Office, a copy of which
is attached hereto and marked Exhibit "A" and incorporated herein by reference as though fully
set forth at length.
SECTION 2. Resoultion No. 89-451 is hereby repealed.
SECTION 3. This resolution is rescinded if the parties to the agreement fail to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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1999-222
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
WITH WORLD PLAZA L.L.c. TO LEASE CERTAIN REAL PROPERTY FOR THE
AREA "C" COMMUNITY SERVICE OFFICE AND REPEALING RESOLUTION NO.
89-451.
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 regular meeting thereof, held on
7th day of September 1999
thei>>mday of )\"~.'~iI~ by the following vote, to wit:
Council Members:
AYES
NAYS
ABSTAIN
ABSENT
ESTRADA
x
LIEN
x
x
MCGINNIS
SCHNETZ
x
VACANT - 5th Ward
ANDERSON
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MILLER
x
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The foregoing ordinance is hereby approved
j a day of Septembez;
1999.
J 1 lies, Mayor
ty of San Bernardino
Approved as to
Form and legal content:
JAMES F. PENMAN,
City Attorney
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1999-222
LEASE AGREEMENT
BY AND BETWEEN
WORLD PLAZA L.L.C.
(a California corporation)
("LANDLORD")
AND
CITY OF SAN BERNARDINO
("TENANT")
DATED: AUGUST 4. 1999
TABLE OF CONTENTS
BASIC LEASE PROVISIONS
1
Effective Date
Tenant
Tenant's Trade Name
Premises Address
Premises Size
Term
Fixturing Period Commencement
Fixed Minimum Rent
RemaIA~ummentDa~
Percentage Rate (for Percentage Remal)
Initial Estimated Common Area Expenses
Use of Premises
Security Deposit
Broker
Addresses for Notices
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OPERATIVE PROVISIONS
2
ARTICLE 1
Premises
1. 1 Leased Premises
1.2 Construction of Improvements
1.3 Fixturing Period
1.4 Tenant's Acceptance of Premises
1.5 Rental Commencement Da~
1.6 Changes
I. 7 Relocation
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3
3a
ARTICLE 2
Business Rights and Restrictions
2.1 Use
2.2 Environmental Restrictions
2.3 Use Restrictions
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ARTICLE 3
Term
5
(,
ARTICLE 4
Rent
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
Fixed Minimum Rent
Percentage Rent
Rental Adjustment
Late Payments
First Partial Month
Gross Sales
Records
Audit
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ARTICLE 33
Successors 21
ARTICLE 34
Removal of Tenant's Property 21
ARTICLE 35
Effect of Conveyance 21
ARTICLE 36
Interpretation/Amendment 21
ARTICLE 37
TIme of [n.nee 22
ARTICLE 38
Brokers 22
ARTICLE 39
Corporate Resolutions 22
ARTICLE 40
Security ~It 22
40.1 Deposils 22
40.2 Performance 22
ARTICLE 41
Option To R_ 23
Addendum To ~ Agl'MlMllt 238
TABLE OF EXHIBITS
Shopping Center
Site Plan
Landlord Improvement Specmc.tlona
Sign Criteria
Delivery E8t0ppel
"A"
"8"
"C"
0D"
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I 1999-:-222.
SHOPPING CENTER SPACE LEASE
THIS LEASE ("Lease") is entered into as of the date set forth below by and between WORLD
PLAZA L.L.c., a California corporation ("Landlord") and CITY OF SAN BERNARDINO,
("Tenant").
RECITALS
This Lease is made and entered into with respect to the following facts:
A. Landlord is the owner of the Premises (as hereinafter defined), or is the Tenant of
the Premises pursuant to the terms of a Lease under which Landlord is entitled to
Sublease the Premises to Tenant.
B. Tenant desires to lease the Premises from Landlord.
C. Landlord is willing to make certain improvements to the Premises as per Exhibit "c"
& Exhibit "C-1" attached, and to lease the premises to Tenant upon the terms and
conditions hereinafterset forth.
NOW, THEREFORE, the Parties hereby agree as follows:
BASIC LEASE PROVISIONS
Effective Date..............................
Tenant: .......................................
Tenant's Trade Name: .....................
Premises Address: ..........................
Premises Size: ...............................
Term: .........................................
September 1, 1999
City of San Bernardino
San Bernardino Police Department
Community Police Facility
1535 E. Highland Ave, Ste "c"
San Bernardino, CA 92404
Approximately 2,245 net rentable square feet,
consisting of approximately thirty-six feet six inches
(36'8'') of frontage and approximately sixty-one feet
eight inches (61'8") of depth.
Sixty (60) months, computed from the first day of the
first calendar month on or after the Rental
Commencement Date. The Rental Commencement
Date shall be fixed in a Delivery Estoppel to be
executed by Landlord and Tenant in the form
attached hereto as Exhibit "E".
1999':'222 .
Fixed Minimum Rent: ......................
Rental Adjustment Date: ..................
Percentage Rate (for Perrentage Rimta~: .. ....
Initial Estimated common Area Expenses:
Use Of Premises: ............................
Security Deposit: ............................
Broker...................................... ...
Addresses For Notices:
LANDLORD
WORLD PLAZA L.L.C.
Attention: Mr. J. Torkan Esq.
1909 E. Gage Ave.
Los Angles, CA 90001
(323) 589-9555
One ($1.00) Dollar per year, payable upon occupancy
in full for the 5 year Term of the Lease. (i.e. $5.00)
Not Applicable.
$ Zero Percent (0 %).
Zero ($ 0) per square foot of Premises Size per
month.
Community Police Facility. (The Premises shall be
used solely for the use stated and for no other
purpose.)
Zero ($ 0).
Not Applicable.
TENANT
CITY OF SAN BERNARDINO
Attention: Chief of Police
710 North "0" Street
San Bernardino, CA 92401
These Basic Lease Provisions are intended to supplement and/ or summarize the provisions
set forth in the Operative Provisions of this Lease. If there is any conflict between any provisions
contained in these Basic Lease Provisions and the Operative Provisions of this Lease, the Operative
Provisions of this Lease shall control.
OPERATIVE PROVISIONS
ARTICLE 1
PREMISES
1.1 Leased Premises. Landlord hereby leases unto Tenant, and Tenant hereby leases from Landlord,
those certain Premises (consisting if land and buildings and improvements) located as set forth in the Basic Lease
Provisions (hereinafter reflrred to as the "Premises"). The Premises are outlined in red on Exhibit "B" attached
hereto and made a part hereof. The Premises are part of the shopping center (hereinafter referred to as the
"Shopping Center") described in Exhibit "A" attached hereto and made a part hereof. The Premises with
consist of approximately the number of square feet set forth in the Basic Lease Provisions
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1.2 Construction of Imero~ements. Landlord shall improve the Premises in accordance with the plans and
sp""ifications described in EXHIBIT .Clwhich is attached hereto and incorpor2ted herein by this refereece.
1i Exhibit "C-l n
1.3 Fi.turin2 Period. ~ .
improvement obligations (bereinafter referred to as the 'Completion Dale') at least the orth in Ihe .>
Basic Lease Provisions prior to the Completion Date (the 'Fi" ment'). After Landlord notifies
Teeaet of the Completion Date, and requiremeets of Section 9.5 of this Lease, Tenant shall have the
right to ente . purposes of equipping and fixturing the Premises, so long as such entry does not interfere
. 10 the event that Tenant eeters the Premises prior to the Rental COlDlllCDcement
Date, as permitted hy this par2gr2ph, all of the provisions of this Lease shall be in full force and effect except the rent
provisions.
1.4 Ten:lnt's Acceetance of Premises. Within five (5) days after Landlord has notified Tenant that the
improvements to the Premises have been substantially completed (whether or not Tenant is then in possession of the
Premises as permined in par2gr2ph 1.3), Tenant sball deliver to Landlord a list of items that Tenant deems necessary for
Landlord to. complete or correcfin order for the Premises to be acceptable. Landlord shan complete or correct each item
contained in the list delivered by Tenant to Landlord other thaa those which Landlord may contest. If Teoant fails to
deliver the list to Landlord wilhin the five (5) day perioci described in this par2Jr2Pb, Tenant shall be deemed 10 have
accepled the Premises as being in a good and lenantable condition and shan be deemed 10 have approved the construction
as having been completed in a good and worIcmanJilce fashion. In the event Tenant does deliver such list 10 Landlord
within the five (5) day period described in this paragr2ph. Tenant shall be deemed 10 have approved the construction as
having been completed in a good and worlcmanIilce fashion and shall be deemed 10 have accepted the Premises as being in a
good and tenantable condition with respect to an maners except those described in the list.
1.5 Rental Commencement Date. Tbe Rental COllllllCllcement Date sbaIl be fixed in a Delivery Estoppel 10 be
executed by Landlord and Tenant within five (5) days after Landlord has notified Tenant that the improvelDCllts to the
Premises have been substantiany completed (whether or cot Tenant is then in possession of the Premises as permitted in
par2gr2ph 1.3), and which shall be in the form attached hereto as Exhibit "E.. In the event that Tenant fails to execute the
Delivery Estoppel, the Rectal CommeDcement Date shan be deemed to be the date upon which Landlord notifies Teeant
that the improvelllCllts to the Premises have been substantially completed.
1.6 Chan2es. Landlord shall have the right, at any time, to change any or all of lhe following items SO long as
the chmge does not substantially interfere with the ingress to and egress from the Premises or the flow of vehicular lr2ffic
in the Shopping Center:
(a) The location, in the Shopping Cenler, of the Building in which the Premises are located (but such change
shan not be made fonowing the completion of the Premises).
(b) The location. in the Shopping Center, of the Premises (but such change shan not be made fenowing the
completion of the Premises).
(c) The plot plan of the Shopping Center.
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ARTICLE 2
BUSINESS RIGHTS AND RESTRICTION.;>
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2.1 Use. Tenant shall have the right 10 use the PremiJes for the use set forth in the Basic Lease Provisions. No
other use of the Premises shall be permitted. Nothinl contained herein shall be deemed to live Tenatlt aoy exclusive righl
to such use in the Shoppinl Center. Tenant sbaII not use or occupy the Premises in violation of law or of the certificate of
occupancy issued for the BuiIdinl, and shan, upon wrillen notice from Landlord, disconlinue any use of the Premises
whicb is declared hy any 10ve:umentaI authority having jurisdiction to be a violation of law or of said certificate of
occupancy. Tenatlt shall comply wilh any direction of any govemmental authority uvial jurisdiction wbicb shall. by
reason of the natUn of Tenant's use or occupancy of the Premises. impose any duty upon Tenant or Landlord with
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1.7 R-'-adon ofT_new Landlord shall have the right at any time and from time to time, upon ninety
(90) days prior written notice to Tenant, to relocate T enantto other Premises (the "Relocation Premises")
within the shop buildings, subject; however, to the following terms and conditions:
A. The Relocation Premises shall have approximately the same rentable square footage as
is contained in the Premises;
B. The Relocation Premises shall be leased to Tenant on the same terms and conditions
as provided in the Lease, except that if the rentable square footage in the Relocalion
Premises is more or less than that contained in the Premises, there shall be a
proportionate adjustment of Base Rent, and Tenant's share of the 'costs and expenses
of operating and maintaining the Center Common Facilities: based upon the rentable
square footage in the Relocation Premises;
C. Landlord shall pay to Tenant expenses reasonably incurred by Tenant in the physical
relocalion of Tenant's personal property, within thirty (30) days following receipt from
Tenant of an itemized list of said expenses and copies of all invoices with proof of
payment; and
D. Landlord and Tenant, during said ninety (90) days period, shall mutually agree in writing
upon;
(I) the scope and cost of aU leasehold improvements to be construcled at the
Relocation Premises, which shaH be substantially simiar to those of the
original leased Premises, adjusted proportionately for size;
Iii} the extent of Landlord's contribution to the cost thereof, if any, and:
(iii) a timetable for their completion. Landlord and Tenant shall use best efIbrts
and act in good faith to agree on the terms. If Landlord and Tenant cannot so
agree, then in Landlord's reasonable discretion, Landlord may elect to either;
(a) submit the dispute to binding arbitration
for resolution, or
(b) upon written notice to Tenant within thirty
(30) days after the expiration of said
ninety (90) day period, to terminate this
Lease by thirty (30) days written notice.
E. If Landlord elects to exercise its right of relocation, Tenant will be given the choice of
spaces within the shopping center (See Exhibits "A" & "S" attached) that are available
for tenancy and of comparable size. Tenant's choices would not Include spaces
occupied by other tenants or spaces on which a commitment had been made to another
party. Also, Tenant's choices would be limited to only already completed buildings.
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to the Premi~ or with respect to the use or occupation thereof. Tenant shall not do or permit to be done anything which
will invalidate nr increase the cost of any fire, extended coverage or any other insurance policy covering the Building
Complex and/or property located therein and shall comply with all rules, orders, regulations. recommendations and
requirements of the Pacific Fire Rating Bureau or any other organization performing similar function. Tenant shall
promptly, upon demand, reimhurse Landlord for any additional premium charged for such policy by reason of Tenant's
failure to comply with the provisioDS of this Article, but such reimbursement shall not be construed as curing Tenant's
default for failing to comply with the provisions of this Article. Tenant shall not do or permit anything to he done in or
about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the
Shopping Center, or injure or aoooy them, or use or allow the Premises to he used for any improper, immoral, uolawful or
objectionable purpose, nor shall Tenant ca\l$C, maintain or permit any nuisance in. on or about the Premises. Tenant shall
not commit or suffer to he committed any waste in or upon the Premises.
2.2 Environmental Restrictions. Tenant shall not engage in any activity on or about the Premises that violates
any Environmental Law, and shall promptly at Tenant's sole cost and expense, take all investigatory andlor remedial
action reasonably required by Landlord or ordered or required by any governmental agency or Environmental Law for
clean-up and removal of any contamination involving any Hazardous Material created, caused directly or indirectly or
materially contributed to by Tenant. The term .Environmental Law. shall mean any federal, state or local law, statute,
ordinance or regulation pertaUiiog to health, industrial hygiene or the environmental conditioDS on, under or about the
Premises, including without limitation, (i) the Comprehensive Enviroomeotal Response, Compensation and Uability Act
of 1980. ("CERCLA"), 42 U.S.C. Sections 9601 et seq.; (ii) the Resource Conservation and Recovery Act of 1976
("RCRA"), 42 U.S.C. Sections 6901 el seq.; (Hi) California Health and Safety Code Section 25100 el seq.; (iv) the Safe
Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq.; (v) the
Federal Water Pollution Control Act, 33 U.S.C. Sections 1151 et seq.; (vi) the Porter-Cologne Water Quality Coatrol Act,
California Water Code Section 13000 et seq.; and (vii) California Civil Code Section 3479 el seq., as such laws are
amended and the regulations and administrative codes applicahle thereto. The term .Hazardous Material. includes,
without limitation, any material or substance which is (a) defined or listed as a .hazardous waste", "extremely hazardous
waste., .restrictive hazardous waste. or .hazardous substance. or considered a waste, condition of pollution or nuisance
under the Environmental Laws; (b) petroleum or a petroleum product or fraction thereof; (c) asbestos; andlor
(d) suhstances Icoown by the State of California to ca\l$C cancer andlor reproductive toxicity. It is the intent of the parties
bereto to construe the term "Hazardous Materials" and Environmental Laws" in its broadest sense. Tenant shall provide
all notices required pursuant to the Safe Drinking Water and Toxic Enfon:ement Act of 1986, California Health and Safety
Code Section 25249.5 et seq. Tenant shall provide prompt written notice to Landlord of the existence of Hazardous
Substances on the Premises and all notices of violation of the Environmental Laws received by Tenant. Tenant shall not
bring onto, create or dispoSt! of, in or about the Premises or the Project, including but not limited to its sewage or stonn
drain systems, any Hazardous Substances.
Notwithstanding the foregoing, Tenant may utilize the Premises for the storage of Hazardous Substances which
are reasonably and actually required in the normal operation of Tenant's business, so long as Landlord bas not given
Tenant written notice prohibiting the storage or \l$C of the specific Hazardous Substance in question, provided that Tenant
shall not store excess quantities of any Hazardous Substances in the Premises, and shall in no event slore or warehouse
quantities of Hazardous Substances in tbe Premises in excess of that amount which would he consumed or sold by Tenant's
normal operations within sixty (60) days. All Hazardous Substances stored within the Premises shall he clearly lahelled
and adequately safeguarded $0 as to avoid any spill or release of such Hazardous Substances.
2.3 Use Restrictions. Tenant shall not he permitted to: (i) cooduct any auction or bankruptcy sale; (ii) conduct
any fire sale; (iii) conduct any closeout sale except at the expiration of the leue term; or, (iv) sell any ~led "surplus.,
. Army and Navy" or .secondhand. goods as !base terms are generally used at this lin>e and from time to time hereinafter.
in, On or from the Premises.
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ARTICLE 3
TERM
6. Exhibit "C-l"
The Term shall cocnmence when Landlord has substantially completed construction of the Premises and the
Shopping Center in which the Premises are located pUrnwlt to the provisions of EXHIBiT .C.. or on the date upon w cb
T en.ant bas first opened for business from tbe Premises. whichever event occurs first. The parties sball immediately
execute a document in the form of Exhibit .E' to this Lease stating the date of commencement of the Term wben it has
been ascertained. The Term shall be as ~t forth in the Basic Lease Provisions. In the event that Landlord is unable to
deliver possession of the Premises to Teaant within eighteen (18) months following the execution ofJhis Lease, this Lease
shall automatically terminate and be of no further force or effect. ..
ARTICLE 4
RENT
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4.1 Fixed Minimum Rent Teaant shall pay a fixed minimum rent to Landlord at r(l address set forth for
notices to Landlord, or at such other address as may be specified by Landlord. without prior demknd; deduction or ~toff
during the term of this Lease. The fixed minimum rent shaII be payable on or before the first day of each caleadar month
during the term in the amount set forth in the Basic Lease Provisions.
4.2 Percenta2e Rent.
at the time and in the manner herein specified as percentage rental hereuader a sum equivalent to the a any, by
which the percentage set forth in the Basic Lease Provisions as the 'Percentage Rent" of the as defined below)
in any month exceeds the fixed minimum rent payable during the same month.
Within ten (10) days after the end of each calendar the term hereof, commencing with the tenth (10th)
day of the month following the commencement of as hereinabove provided), and ending with the tenth (lOth) day
of the month next succeeding the last the lease term, Tenant shall furnish to Landlord, at the place where rent is
then required to be paid e terms herwf, a statement in writing, certified by a duly authorized officer or
representative 0 to be correct. showing the total gross sales made in. upon or from the Premises during the
prec' endar month. and shall accompany each such statement with a payment to Landlord equal to the percentage
4.3 Rental Adil1<lment.
date set forth in the Basic Lease Provisions as the rental adjustment date, as follows:
The base for determining the adjustment shall be the Consumer Price rban Consumers, for the Los
AngeIes-Anaheim-Riverside Area (1982-84 a 100) published by the' tes Department of Labor, Bureau of Labor
Statistics (Index) which is published for the calendar me 3) months prior to the first full month of the lease term
(Beginning Index). If the Index published ~ onth which is three (3) months prior to the adjustment date (Extension
Index) has increased over the . g Index, the fixed minimum rent for the following year (until the next rent
adjustment) shall multiplying the fixed minimum rent for the initial full month of the term by a frxtion, the
nume 'ch is the Extension Index and the denominator of which is the Beginning Index; provided, however, that
Index shall be coaverted in accordance with the conversioa factor eparlment of Labar.
Bureau of Labor Statistics. If the Index' una, the ler1Il of this Lease, such other goverument,
index 0 It IS replaced shall be used in order to obtain substantially the same result as would have
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4.4 Late Pavments. Tenant hereby aclcnowIedges that late payment by Tenant to Landlord of rent and ather_
due hereunder will cause Landlord to incur costs not contemplated by this leasll. the exact amount of which will '-
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extremely difficult to ascertain. Such costs include, but are not limited to, processing charges, accounting charges and Iale
charges that may be imposed on or incurred by Landlord. Accordingly, if any Installment of rent or any olher sum due
from Tenant shall not be received by Landlord or Landlord's designee within five (5) days after such amount shall be duo!,
then without any requirement for notice to Tenant, Tenant shall pay to Landlord a late charge equal to ten percent (IO~)
of the amount which would otherwise be due. Additionally, Tenant shall pay to Landlord a charge of fifteen dollars
($15.00) for each check which is dishonored or returned by Tenant's bank for any reason. The parties hereby agree that
such charges for late payments and for dishonored checks represent a fair and reasonable estimate of the cost La.ndlord will
incur by reason of such occurrences. Acceptance of such charges shall in no event constitute a waiver of Tenant's default
with respect to such overdue or dishonored amounts, nor prevent Landlord from exercising any of its rights and remedies
granted hereunder.
4.5 First Partial IIIonth. If the commencemeot date occurs on a day other than the first day of a calendar month:
(a) Fixed minimum rent for the partialmooth shall be proraled, based upon a thirty (30) day month, and as
so pronled shall be paid on the commeocement date, in addition to the rental due for the first full month
of the lenD.
Lease, and the daily minimum rent provided in this
minillllllll rent paid for
uc in addition to
in computing the percentage rent payahle for that
4.6 Gross Sales.
.
(i) The entire amount charged for the full price at the time of the initial transact'
merchandise sold or delivered or services rendered by Tenant whether or not amounts are
actually received at the time of sale;
(ii) The gross amount received or charged by Tenant for merchan' sold or services rendered
pursuant 10 orders received by lelepbone, mail, bouse-to- or by other canvasing, and
attributable to the Premises whether or not filled elsewh ,and,
(iii) All gross income of Teoant from any operatio " at, from or througb the use of tbe Premi~,.
including, but not limited to, sales made IIIo!allS of mechanical or otber vending machines
located in, at or on the Premises.
(b) or deducted therefrom if previously included:
(i) It allowed on merchandise returned by customers.
(ii)
(c)
Tenant' u used in this paragraph includes the named Tenant and any age::t:pIOyee,
or concessionaire of the named Tenant, or any olber person or firm CODcIueting b' in. ai,
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4.7 Remnk.
COIICessioaaires 10 keep and preserve, for a period of DOl less than three (3) years foU 0 original
terIII of thil Lease or my exleDsiOD thereof, complete, ICCU - of all IIIIOIIDII received during each
1_ year in the Ptemi-. includ' leJistcr cIelailtapes. However. in Ibe case of a controversy
~ .... rent payable bereuncler, Tenant sball keep and ~e said records until the
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bearing directly on Tenant's gross sales hereunder. In addit' ord a copy of T."ant's
California State Sal ys 0 owing the date on which such return is filed with tbe Fr2Ilchise
4.8 Audit.
transacted in tbe Premises, wbether or not included in .gross sales'. If the audit di. tements for the
period audited are inaccurate, adjustment shall be made imm . catton by Landlord. If the audit further
discloses that TelWlt has understated nt y two poreent (2 Ii) or lIlore, Tenant sball immediately pay the
cost of the a , ogether with any amounts due Landlord as a result of such unde tatemenl, which amounts
ARTICLE 5
COMMON AREA
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S.l Definition. The common area is that area within the Shopping Center which is'rither occupied by buildings
(excluding roof overhangs and canopies, colulllllS supporting roof overhangs and canopies, anil subsurface foundations) nor
devoted permanently to the exclusive use of a particular Tenant, except that areas conlaining pylon signs and buildings or
structures which are used with respect to the operation of the common area shall be deemed to be part of the coQUllOn area.
S.2 Use. During the lease term, Tenant, its concessionaires, licensees, invitees, agents, customers and employees
sball have the nonexclusive right to use the common area in common with Landlord, other owners of portions of the
Shopping Center, other lessees, and their respective concessionaires, licensees, invitees, agents, customers and employees,
subject to the provisions of this Lease. ..
S.3 Maintenance. Landlord shall be responsible for managing and maintaining all improvements on the common
area in good and sanitary order, condition and repair, including making replacement where necessary, and in compliance
with all governmental requirements, including, without limitation, (i) lIWIaging; (ii) cleaning and removing rubbish and
dirt; (iii) providing Jabor, payroll wes, materials and supplies; (iv) providing all utility services utilized in coonection
therewith; (v) maintaining, repairing, replacing and providing reserves for replacement and remarking paved and unpaved
surfaces, curbs, directional and other signs, landscaping, lighting facilities, drainage and other similar item;
(vi) providing casualty, public liability, proporty damage and other insurance 00 the common area, (vii) providing tools,
machinery and equipment used in coonection with the above, (viii) paying all real proporty and porsonal property wes and
assessments levied or imposed against the common area; and, (ix) paying any regulatory fee or surcharge or similar
imposition imposed by governmental requirements based upon or measured by (a) tbe number of parking spaces, (b) the
areas devoted to parking in the common area or (c) rents received by Landlord (excluding, however, any income w
payable by Landlord OD its income leaera.lly). - JI_.J ~H 1>_ _":.1..4 ._ _ ___ _ _._ _ 0 l r "11 I
f:H , t I (lfR) d Il r J," ", 1. 11 r, . I II>.:, 0'1.
S.4 Records.
These records shall, u n
USUle5S ours at the offices of Landlord for
"-
S.S Tenant's Contribution.
fixed miDimum rent to Landlord, Teaant's pro rata share of the amount of all expenses descri ph 5.3.
Tenant's pro rata share shall be equal to the ratio which Tenant's floor area bears to r area in tho Shoppmg
Center, whether or not then occupied. Tenant's montbly payment . II be hasecI upon equal montbly
installments which have been estimated in advance hy Landlo icular calendar year. Landlord may, within sixty
(60) days after the end of such year, or as SOD as may be pl'lCtieal, prepare an accounting of the actual COIllmOll
area expenses incurred during , upon completion of any such accountmg shall invoice.Tenant, or allow IS a
credit against tho installments next due, IS the c:ase may be, the difference between Teaant's share of tho
actua ~ expenses iDcumd during such year, and ~ ~t actually paid by Tenant with respeclto =-
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possible, to m amount equal to one-twelfth (1/12) of the actual lpa Y Landlord to be
encountered during the cu s are of common area e~penses shall be the amount set forth in the
5.6 On.ration and Control. Landlord shall have general possession md control of the entire common area md
may, from time to time, adopt rules md regulations pertainiog to the use thereof. Landlord shall, e~cept as otherwise
provided herein, operate md maintain the common area during the lease term. The manner in which the common area
shall be operated md maintained md the expenditures therefor shall be in Landlord's sole discretion. Landlord reserves
the right to appoint a substitute operator, including but not limited to, my TelWlt in the Shopping Ceoter, to carry out any
md all of Landlord's rights md duties with respect to the common area as provided in this Lease; md Landlord-may enter
into a contract either by a separate document or in a lease agreement with such operator on such terms md conditions md
for such period as Landlord shall deem appropriate; md, if Landlord does so, the substitute operator, rather than
Landlord, shall be entitled to receive the management fee provided in paragraph 5.3. Except in the event that Tenmt may.
in the future, be appointed common area operator for the Shopping Center, Tenant shall have neither voice nor control in
the operation md maintenance of either the common area or the Shopping Center as a whole, and shall, specifically, have
no control with respect to the identity or type of business operated by future tenants to be located within the Shopping
Center. Landlord specifically malt:es no representation with respect to the existence or continued operation of any business
or any other tenant within clIe Shopping Center.
5.7 EmDlovee Parkin!!'. Landlord may designate what part of the CODllDOD area, if any, shall be used for
automobile parlcing by employees, lessees, occupants md licensees. No employee of any such lessee, occupant or licensee
shaIl use any part of clIe common area for parlcing except such area or areas as may be so designated. Landlord shaIl be
entitled to enforce this provision by requiring the payment by Tenant of 'SUch amount per automobile as may be determined
to be appropriate by Landlord from time to time for each day per automobile for each day automobile driven by an
employee of Tenant, Tenmt's agent, occupmt, concessionaire or licensee is found parked within the common aRa, but
outside of the specified area.
5.8 Obstruction. No fence, wall, structure, division, rail or obstruction shall be placed, kept, permitted or
maintained upon clIe common area or my part clIereof by Tenmt, nor shall the sale, display, advertising, promotion or
storage of merchmdise or any business activities of my lcind whatsoever be conducted therein without Landlord's prior
written consent; nor shaIl any person use clIe common area for solicitations, demonstrations, or my other activities that
would interfere with clIe conduct of business in the Shopping Ceoter or which might tend to create cUciLll!llrder or
commotlOQ.
ARTICLE 6
MERCHANTS ASSOCIATION
,
Center, Tenant shall join and maintain membership in good standing in such t lord or
any of the other tenants of the Shoppin C such a Merchants Association in the future, Tenant
shaIl su do all things reasonably necessary in order to aid the formation of such Merchants
ARTICLE 7
TAXES
7.1 Personal PrOD.rtY Taxes. Tenant shall pay, before delinqueocy, ail license fees, public charges, property
taxes md 'ss"t_~ts 00 the furniture, fUtures, equipment, inventory aad ocher property owned or being used by TenaDt
at any ~ situated 00 or installed in tbe Premises. together with aIllicease fees, permit fees, assessments and other COSIS
levied. . J J I 1 or impoIed hy law or ordinaoco upoa Tenant or upclCl the business operated by Tenant. and sba1l, llJlClll
req_. deliver proof of IUCh payment to Landlord.
n",<'e A "r'1
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1999-222
7.2 Real ProDertv Taxes.
...
.
.
any and all real property taxes and general or special assessments and ins~lIments tbe Ulg any
tax on rent whicb is substituted in wbole or in part for real property ments and any license
fee imposed by a local governmen~1 body on the . rent, and excluding federal and S~te
income taxes) whicb sball, during the levied or 's..ssed against all or any portion of the
Premises or imposed on . Said real property taxes and assessments for tbe first and last lease
years he , if necessary, be prorated and apportioned between Landlord and Tenant to
upon individual assessment valuatioQS (or proratioQS) supplied by the County r other
regulatory agency. Said prorations shall be conclusive upon both a . the parties otherwise
mutually agree in writing. In the absence of a prora . led by the County Assessor or other
regulatory agency or a written agree e parties, Tenant's sbare wll be determined by
multiplying the amount orth in the tax bill whicb includes the Premises by a fnction in
which the r IS the floor area of Tenant's Premises and the denominator is the floor area of all
commencement of the term are changed so that a tax, assessment or excise on rents or tax,
charge, or assessment, bowever described, is levied or ass'ssed against a direct substitution
in wbole or in part for any real property taxes, Tenant shall e elinquency the substitute tax or
excise on rents, but only to the extent that it can Uled that tbere bas been a substitution and, as a
result, Tenant bas been relieved fro yment of real property taxes that would otberwise have been
obligated to pay. T re of any tax or excise on rent pursuant to this paragrapb wll be
substanti me as, and as a substitute for, the payment of sucb real property taxes as provided in
. .
and expense to contest the amount or legality of any said real property ~xes ts on or
attribu~ble to tbe Premises, including the rigbt to apply for the ereof, provided, bowever,
Tenant sball prosecute any sucb contest witb du e and sball, forthwitb upon the ftnal
determination thereof, pay the amoun . rea property taxes and assessments on or attribu~ble 10
the Premises as so det . ogetber with any interest, penalties, costs and charges whicb may be
payable' Ion therewith. Prior to any sucb contest, Tenant sball post sucb security or !alte other
ARTICLE 8
UfILITIES
TCIIIaIlt sball arranie for all connection and bookup of, and shall pay, before delinquency, all charies for water.
llU. heatia., ventilation, air conditionini. electricity, power, telephone,' III. .. .' and other utility services used OQ
or serviDg !he Premises during the lease term. Nothing contained in this Lease shall limit Landlord in any way from
ItUltiD, or Wi easements on, across, over and under the Sboppini Center for the purpose of providini utility services.
c
ARTICLE 9
REPAIRS AND ALTERATIONS
'.1 T -"'Mld Imaroyemtnls. Tenant, at its sole cost and expense. sbaU be respoQSible for decoraliD..
providiq .y leasehold improvements which may be required by Tenant at the commencement of the term. SucIa .
,. .1'......
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1999-222
,
leasebold improvements sh<L1l be subject to the reasonable approval of Landlord, whicb approvWsfiall be obtaiDed in
writing prior to the commencement of any construction. In nO event sball Tenant make any cbange to the exterior
appearance of the Premises, or any cbange to or openings in the structural portions of the Premises, including, but nbt
limited to, bearing walls, roof and foundation, nor any penetration of the roof, unless Tenant sh<L1l bave first delivered to
Landlord a complete engineering analysis of the effects of sucb cbanges to the Premises and sball bave received Landlord's
express written consent to sucb cbanges. Within fifteen (IS) days following the completion of any improvements, Tenant
sball deliver to Landlord a complete set of 'as built' blueprints, Tenant's failuM to obtain Landlnrd's written consent
prior to the commencement of any improvements sball be deemed to be a material breacb of this Lease.
9.2 Landlnrd's ReDairs. Landlord sball, at its owo expense, keep in good condition and repair the roof
(excluding ceilings), dowospouts and rain gutters, foundations and structural portions of exterior bearing walls, but
excluding any glass, windows, doors, skyligbts or other openings contained tberein.
.
9.3 Tenant's Renairs. Except as expressly provided in paragrapb 9.2, Landlord shall not be obligated to make
repairs, replacements or additions of any kind whatsoever upon the exterior or interior of tbe Premises. The Premises,
together with any equipment. facilities or futures shall, at Tenant's sole expense, be kept, repaired. maintained. replaced
or added to at all times by Tenant in good order and in saniW'y and safe condition and repair and in accordance with all
governmental requirements and insurance requirements, specifically. including. but not limited to, all glass of the Premises
(including but DOt limited to exterior plate glass) and the beating, ventilating arid air conditioning system. Tenant sbalI be
expressly responsible for any maintenance or repairs required with iespect to the utility lines, conduits Dr pipes serving the
Premises, wbetber or Dot located in or On the Premises. Notwithslanding anything to the contrary contained herein.
Landlord shaH have no obligation to repair any damage to the PMmises caused by any negligent or intentional act 0"-
omission of Tenant. and Tenant shall be solely responsible for any sucb required maintenance or repair, including but not
limited to leakage caused by the installation or maintenance of Tenant's equipment On the roof of the Premises. Tenant
bereby waives any rigbt to malee repairs to the Premises at Landlord's expense, wbether pursuant to Sections 1941 and
1942 of the California Civil Code or otherwise.
an independent air coDditioning COntractor for the maintenance of the air cODditioning. beating and v systems
serving the Premises,
located on tbe Premises. together with any Mlated equipment and
Premises, and (iii a co r or e maint any Landlord installed security system, ane!
ould Landlnrd elect to contract for any or all of these
services Tenant sball promptly reimburse e cost of sucb cODtracts, 1 . IL '11 _ j . . 1 I' f ,I
On receipt of Landlord's invoice for the same, wbicb invoice shall be
rendered by Landlo t DOt mOM Dften than monthly. Landlord sbaH bave the rigbt but not be obligated to
commeD ese above service CODtracts upon 30 clays notice to Tenant and may at any time amend change or cancel
9.5 Alterations. TeDant shall DOt malee any allerations to the Premises whatsoever without Landlord's prior
wrillen consent, which sball be granted or denied in accordance with the provisions of paragrapb 9.1. Any alterations
made by Tenant shall Mmain On and be surrendered with the PMmises UPOD expiratioD or termination of this Lease, except
that Landlord may elect, within ninety (90) days before expiration of the term, or within ten (10) days after expiration or
termination of the term, to require Tenant to remove alterations that Tenant has made to tbe Premises. If Landlord SO
elects, Tenant, at its sole cost. shall restore the Premises to a tenaDtabIe condition, rusonable wear and !ear excepted.
before the last clay Df the term. or within thirty (30) clays after notice of election is liVen. wbicbever is later. If Tenant
malees any alterations to the Premises as provided in this paragraph. the a1teratioas sbalI not be coDUDellCed until fifteen
(IS) days after Landlord bas received notice from Tenant stating the clate the installalion of tbe alterations is to collllllODC8
so that Landlord can post and record an appropriate notice nf noorespoDsibility.
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.
ARTICLE 10
INSURANCE
~
10.1 Use. Rate. T.eant sball eot carry any stock or goods or do anytbing i.e, oe or about the Premi= whicb will
in any way increase insura.cce n.tes oe the building in whicb the Premises are localod. Ie eo event shall Teeant carry oe
any activities whicb would invalidate any insura.cce coven.ge thereoe.
Tecant shall pay oe d.mand by Landlord any increase in insura.cce premiums that may be chargod because of
Tecant's vacating or otherwise failing to occupy the Premises, but this provisioe sball Dot be deemed to limit ie any
respect Tecant's obligatioes ucder A!tiele 14.
10.2 Liabilitv Insurance.
(a) Teeant shall, at its sole cost and expecse and at all times during the term of this Lease, or any exteesion
thereof, maintain and carry for the joint benefit of Tenant and Landlord, bodily injury and property
damage liability insura.cce by the terms of which Tecant and Landlord shall be indemnified against
liability for any damage or injury to property or person (including death) occurrina in, on or about the
Premises, or any part thereof, or arisina from the use or occupancy thereof, or arisina directly or
indirectly from any act or omission of Tenant, its employees, agents, coecessionaires, representatives,
assigns, guests or licensees. Said liability insura.cce shall be in an amount of nOl less than Ooe Million
Dollars (SI,ooo,ooo.OO) combined single limit, and Tenant shall maintain with Landlord at all times
during the lerm of this Lease a curTently effective certificate of insura.cce satisfactory to Landlord from
each insurance carrier providing such insurance CQven.ge. JfJJ ,,- ror'l , J SG L..-r - I N'&"~1t.4-o
c.~ ,-"." q,-u.....N'r.
(b) Landlord shall maintain a policy or policies of comprehensive liability insura.cce issued by one or more
insura.cce carriers, insuring against liability for injury to or death of persoes and loss of or damage to
property occurring in or on the common area. exc'pt any portioe thereof subject to Tenant's exelusiv~,
coetrol. . .
together with Tenant's p.. 10 connection with any el~i.m
10.3 Worker's ComDensation Insurance.
in compliance with a
S ta I Ity lDSUra.cce with minimum coverage of Five
10.4 Fire Insurance.
(a>
Landlor~ shall pay for and shall maintain in full force and effect during the term of this Lease a policy or
policies of insurance covering the buiIdinas located on the Premises for the perils normally insured under
the California Standard Fire Insurance Policy with eXleeded coverage, vandalism and malicious mischief,
and sprinkler leakage (if applicable) eodorsements attac:bed. The Landlord may maintain in lieu of the
eXlended coven.ge and vandalism and malicious mischief endorsements, other broad form or all.risk
endorsements which may broaden the perils insured apinst. Ie addition. the Landlord may maintain
flood and earthquake insurance coverage in its sole discretion. The property coverage shall be in an
amoUDt equal to the full repllCOment cost (without deduction for depreciation) of the buildings insuted.
The policy may contain the SlaDdard form lender's loss payable eodorsement issued to !be holder or
holders of a mortgage or deed of trust secuted by the Premises. .
premiums incuned by Landlord for such insurance within ten (10) da enant of
Landlord's statement therefor. If such insurance cov ID additioa to Tenant's Premises.
Tecant's share of the premiums II e premium allocation made by iIIe iosuncce carrier
and, if the' e such a1localion, thOll on the basis which Tenant's floor area bears to the
(
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policies of insul'2llce coveri.og Tenant's stock ill trade, tnde fixlU ot er persoaal
property located ill, on or about the Pre . e enant in COMection with its business.
Sucb coven e . n s normally insured under tbe California Standard Fire Insul'2llce Policy
10.5 Business InlerruDlion Insurance.
full force and effect duri.og the term of this Lease a policy of insul'2llce . rent will be paid to
Landlord for a period of not less than nine ses are destroyed or rendered inaccessible by a risk
insured a .. fire and extended coverage insul'2llce, with vandalism :&lid malicious mischief
10.6 Waiv"" of Subrol!alion. Each party (.insured.) hereby waives its entire right of recovery against the otber
party, the other party's officers, directors, agents, representatives, employees, successors :&lid assigns with respect to any
loss or damage, including consequential loss or damage to the insured's property caused by or occasioned by :&IIY peril or
perils (inclu4ing negligent acts and willful misconduct) covered by :&IIY policy or policies carried by the insured.
10.7 Gener.1l Reouirements.
.(a) All policies of insur.ance required to be carried bereunder by Tenant shall be written by companies
satisfac:tory to Landlord :&lid licensed to do business in the State of California.
(b) Each policy of public liability insurance required to be carried by Tenant shall be primary :&lid
noncontributing with :&IIY insul'2llce carried by the Landlord.
(c) Each policy required to be carried by Tenant sbalI expressly include, sevenlly and not collectively, as
additionalll3med insured thereunder, Landlord :&lid :&IIY person Of firm designated by Landlord, as their
respective interests may appear.
(d) Each policy required to be carried by Tenant sballllOt be subject to cancellation or reduction in coverage,
including cancellation for nonpayment of premiums, except upon at least thirty (3D) days prior written
notice to Landlord :&lid eacb additionalll3llled insured. The policies of insur:&llce required to be carried
by Tenant, or duly executed certificates evidencing them, togetber with satisfactory evidence of the'
payment of premiums thereon, shall be deposited with Landlord prior to the coOllllencement of the term
or prior to Ten:&ll!'s initial entry to the Premises for fixlUri.og or other activity to be carried 011 prior to
the coOllllencement of the term, whicbever occurs first, :&lid Dot less th:&ll thirty (30) days prior to the
expiration of the term of such coverage. If TeD:&llt fails to comply with this requirement, Landlord may
obtain such insurance and keep it in effect, and Tenant shall pay to Landlord the premium cosl thereof
upon demand with interest at the higbest lawful rate from the date of payment by Landlord to the date of
repayment by Tenant.
]0.8 Blanket Insurance. Landlord :&lid, upon Landlord's written consent, Tenant, sbaII be entitled to fulfill its
insurance obligations b=der by maintaining a so-called .blanket. policy or policies of insul'2llce in such form as to
provide by specific endorsement cover.age not less than that which is required hereunder for the particular property or
interest refemd to herein.
ARTICLE 11
DAMAGE AND RESTORATION
(
~
11.1 Duhr 10 Restore. If the improvcmetllS on the Premises or the Sbopping Center are- partially or towIy
clamaled by fire or OIber CUIlllty so as to becolllC partially or totally UDletlalltablc, which c1amap is insured apinstllllCler
uy policy of fire aDd ulellded coverage insurance thCII. covcri.oC the clamapd improvellMDlS, this Lease shall DOt
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1999-222
terminate and said improvements shall be rebuilt by Lmdlord with due diligence al Lmdlord's expease unless Lmdlord
elects to termiDate this Lase as provided io paragraph II. 2.
11.2 Election to Te"";nate. rr either the improvemeuts on the Premises or the Shoppiog Center as a whole, are
damaged by an insured casualty to the extent of at least twenty-five percent (25") of their respective replacement cost
(cost to repair or replace at the time of loss without deduction for physical depreciation) during the term of this Lase other
than during the last three (3) lease Y0#5 of said term, or to the exteol of at least ten perc:etlt (10") thereof during the last
three (3) years of said term, or to any e.teot by an uoi.osured cause at any time during the lease term, or by an insured or
uniosured cause during any exteosion or reoewal of the lease term, Lmdlord shall, withi.o oot more than oi.oely (90) days
after such damage, notify TeDant of Laodlord's eleclion to termiDate this Lase or to reslore the improvements on the
Premises ana such portion of the improvements io the balance of the Shoppiog Center as io Landlord's sole discretion is
oecessary to creale an economically feasible commercial unit. rr Lmdlord elects to repair or reslore the damaged
improvements, then with respect to the Premises, Lmdlord and Teoaot each shall restore them io the same lIWIller and to
the same extent as worle was done by each of them io the origioaI conslruction and fixlUrizing of the Premises, and the
damaged improvements io the halance of the Shoppiog Center shall likewise be restored to the extent required io the
precediog seoleDce. If Lmdlofd elects not to restore, as aforesaid, this Lase shall terminate effective as of the date of
such damage upon the giving oJ notice of e1eclion by Lmdlord as aforesaid. If Laudlord elects 10 restore or fails 10 give
ootice of its election as aforesaid, theD this Lease shall remaio io full force and effect.
.11.3 Rent Adiustment. If this Lease is DOl terminated as provided io this Article 11, theD during the period of
repair and restoration, if and ooly to the e.leDt that Teoaot's payment obligatiollS under this Lease would DOt be covered
by reDial iotenuplion or other insurance required to be carried by TeDant pursuant to the terms of this Lease, the fIXed
minimum rent shall be abaled by that proportion which the floor area rendered unusable as a result of such damage bears 10
Tenant's total floor area before such damage. In no event, bowever, shall Teoaot's share of common area expenses be
abated unless the common area expenses paid by each of the other leDants located withi.o the Shoppiog Center are abated by
Lmdlord.
ARTICLE 12
EMINENT DOMAlN
12.1 Definition. If there is any taking of or damage to all or any part of the Shopping Center or any iolerosl
therein because of lbe exercise of the power of emineDt domain or ioverse condemnatioo, wbether by condemnatioo
proceedings or otherwise, or any transfer of any part thereof or any ioterest thereio made io avoidance or lhreat thereof (all
of the foregoiog being hereioafter referred to as "taking.) before or during the lerm hereof, the rights and obligations of
the parties with respecl to such taJci.ng shall be as provided io this Article 12.
12.2 Tobl Takim.. If there is a taking of all of the Premises, this Lease shall tenni.oale as of the date of such
taJci.ng.
12.3 Partial Takinl!'. If twenly-five percent (25%) or more of the floor area of TeDant's Premises shall be taken,
either party shall be entitled to termiDate this Lease, or if twenty.five percent (25") or more of the floor area of all
buildiogs iD the Shoppiog Center shall be taken, whether Teoaol's Premises are taken or not, Lmdlord (buI not Tenant)
shall be entided to eled to terminale this Lease; and the terminatiDg party shall give the other party wrillen DOtice of such
election not later tIwt thirty (30) days after the date Lmdlord delivers notice to Teoaot that possession of lille to the
portion of the Premises taken bas vested iD the condemnor. If aeither party gives sucIt notice or less tIwt tweaty-five
percent (2S %) of the floor area of either Teoaot's PmDises or buildiDgs iD the SboppiDg Ceoler shall be taken, this Lease
shall remaiD iD full force and effect and RIIt shaD be adjusted as provided iD pangraph 12.6.
~
12.4 Tenninalion Dale. If this Lease is terminated in accordance with the provisions of this Article 12. sucb
termination shall become effective as of the date physical possesaion of the coodelllllCd portion is lakeD by the condemning
authority.
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12.5 Reoair and Restoration. If this Lease is Dot terminated as provided in this Article 12, Landlord may, at its
sole expea.se, restore with due diligence the remainder of the improvelllCllts oc:eupied by Tenant so far as practicable to a
complete unit of like quality, cbaracter and condition as that whicb existed immediately prior to the laking, provided that
tbe scope of the work shall not exceed the scope of tbe worle to be done by Landlord originally in constructing the
Premises, and furtber provided that Landlord sball not be obligated to expend an amount greater than tbat wbich was
awarded to Landlord for sucb laking.
12.6 Rent Ad;ustment. If this Lease is not terminated as provided in this Article 12, and until sucb time as
Landlord may restore the Premises pursuant to this Article 12, the fixed minimum rent sball be adjusted by that proportion
whicb tbe floor area taken from the Premises bears to Tenant's total floor area immediately before the laking. In no event,
bowever, sball Tenant's share of common area expenses be abated unless the common area expenses paid by eacb of the
otber tenants Ioc.ated within the Sbopping Center are abated by Landlord.
12.7 A ward. The entire award or compensation in sucb proceeding, wbether for a total or partial laking or for
diminution in the value of the leasebold or for the fee sball belong to and be the property of Landlord, provided that
Tenant shall be entitled to recover from the condemnor sucb compensation as may be separately awarded by the condemnor
to Tenant or recoverable from the condemnor by Tenant in its own rigbt for the laking of trade fixtures and equipment
owned by Tenant (meaning peisonal property, wbether or not attacbed to real property, whicb may be removed without
injury to the Premises) and for the expense of removing and reloc.ating sucb personal property.
ARTICLE 13
INDEl\1NITY, WAIVER
13.1 Indemnity. Tenant sball defend, indemnify and shall save and bold Landlord harmless from and agaiDst
any and all liens, claims, demands, actions, causes of action, obligations, penalties, charges, liability, damages, loss, cost
or expense, including reasonable attorneys' fees for tbe defense thereof, arising from or connected with (a) the conduct or
management of the business conducted by Tenant on the Premises or any portion of the common area whicb is under the
exclusive control of Tenant (tbe Premises and such portion of the common area which is under the exclusive control of
Tenant being referred to as 'Lessee's Premises' for purposes of this Article 13,) or (b) the use or occupancy of Tenant's
Premises, or from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part
of Tenant to be performed pursuant to tbe terms of this Lease, or (c) from violations of or noncompliance with any
governmental requirements or insurance requirements, or (d) from any acts or omissions (including, but not limited to,
negligence or willful miscooduct) of Tenant or any invitee, guest, agent, patron, license, vender, concessionaire or
employee.
13.2 Waiyer. All property kept, stored or maintained on Tenant's Premises sball be so kept, stored or
maintained at the sole risk of Tenant. Landlord shall not be liable""" Tenant waives all claims against Landlord for
damages to persons or property sustained by Tenant or by any other person or firm resulting from the building in which
the Premises are loc.ated or by reason of Tenant's Premises or any equipment located thereon becoming out of repair, or
through the acts or omissions of any persons present in the Sbopping Center or renting or occupying any part of the
Sbopping Center, or for loss or damage resulting to Tenant or its property from burst, stopped or leaking sewers, pipes,
conduits or plumbing fixtures, or for intenuption of any utility services, or from any failure of or defect in any electric
line, circuit or facility or any other type of improvement or service on or furnished to Tenant's Premic'll -, ~lting from
any accident in, on or about Tenant's Premises or the building in which the Premises are located.
ARTICLE 14
OPERATION OF BUSINESS
(
\.. normal operating houn of similar husiuesses. hut at 1 g oun a clay; (u)
oyea to budle the mWmum ~..,;- ud cany sufficieat stock of
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1999-222
to"]' .....11 1:0"'......1 ..1....:..0 ..II "'f"-':-fJ "'-..- ",H__ _.~..I- ..., (iv) keep the Premises and exterior and interior portions or
windows, doors and all other glass or plate glass fixtures i.a a Deat. clean, sanitary and safe coaditioa; 1") .._...."'.......... .._~
If _h Ii -8dr i"'-i ---~18~iiT M Tn-.' :"-.iI. 19 afMr fir .11 II flLliIJ (vi) use for office or other non-selling purposes
only sucl1 space as is r=nably required for Teoant's business; (vii) refl'2in from buroing any papers or refuse of any
kiod, or otl1etwise creating any oo~ious or offeosive odors or fumes, in the Shopping Ceoter; (viii) store in the area
designated by Landlord all trash and garbage in oeat and clean cootainers so as oat to be visible to members of the public
shopping in tbe Shopping Centett-~ UflMll fer 1... 1,..ll~ r' ILr 4 Ii .. If f' ra 1 .wl I ~ '1.. 11 T 1'_
....f---- -- ---r--h =- .~- -_,1-1'-__' -f - '--i -~-.._I ---.--.-- .....-=,,-.....1 "'1' f __..11__"" :& f --..1'--..1 ill. i.....
..1....=_1...1.. .- 1........- .11 u___ --......:-1- ___u.."" "'r -~T "'--'--'''I;( (ix) observe and promptly comply with all lovernmeatal
requiremcots and insurance requircmeots affecting the Premises or any part of the commoo area which is uoder Teoant's
e~clusive cootroI and promulgated duriag the term of this Lease; (x) oot use the Premises or suffer or permit the Premises
or any part thereof to be used in any manner that will coostitute a ouisaoce or unreasonable anooyance to the public, to
other occupants of the Shopping Center or to the Landlord. or that will injure the reputatioo of the Sl10pping Ceoter, or for
any extl'2 hazardous purpose, or in any maooer that will impair the slructul'2l streogth of the building of wb.ich the
Premises are a part; and, (xi) keep sidewaIlc.s adjaceot to the Premises clean and free from visible trash, papers, oil, gum
and other debris. Teoant covenaots and agrees oot to install. use or to allow to be installed or used, uPO~:~bed
Premises, any gaming machines or devices without lhe prior wriaeo coosent of Landlord, including, but . 10.
video game machines. .
ARTICLE 15
SIGNS, FlXTURES, RESTRICTIONS RE EXTERIOR
15.1 Fixtures. All fixtures installed by Teoant sball be oew or completely recooditiooed. Tenaot shall oot make
or cause to be made any alteratioos, additioos or improvemeots to the building. or iostall or erect or cause to be iostalled
or erected any signs (including, but oot limited to, exterior signs, window signs and signs painted on doors or windows).
floor covering, exterior lighting, plumbing. fixtures. shades or aWllings. I'2dio or televisioo anteona, satellite dish or
similar devices, or make any changes to the store froot or exterior of the building, oor shall tenant install any loud
spealcers, sound amplifiers or similar devices which would be heard in adjoiniog suites or outside Tenant's Premises
without first obtainiog Landlord's written approval and COllSCllt. Teoant shall prescot to Landlord plans and speci6catioos
for such work at the time approval is sought.
15.2 Signs Tenant will oat place or suffer to be placed or maintained 00 any exterior door, wall or window of the
Premises any sign, aWlling or caoopy, or advertising mailer or other thing of any kiod and will oot place or maintain any
decoratioo, lelleriag or advertising matler 00 the glass of any window or door of the Premises, or install any sign or
advertising material within 18 inches of a window (or in aoy locatioo if installed in such a manner as to be primarily
visible form the exterior of the Premises) without first obtaining Landlord's written approval and cooseot. Tenant further
agrees to maintain such sign, awning. c:aoopy, decoratioo, lettering. advertising matter or other thing as may be approved
in good cooditioo aod repair at all times. Teoant shall oot place or suffer to be placed any merchandise. equiplDOllt or
other items outside the building 00 the Premises. *'
ARTICLE 16
LIENS
Teoant shall keep the Premises aod the Shopping Ceoter free of any lieos or claims of lieo arising from any worIt:
performed, material fumisbed or obligatioas inc:urred by Teoant in coODection with the Premises. If Teoaot disputes the
correctness or validity of aoy claim of Iieo, Teoaot shall, within ten (10) clays after wriuen requCst by Landlord. record
such beod as will release said property from the lien claimed. Teoaot shall def.od, indellll1ify and hold Landlord harmless
from and against any all cost or expense, iDc:luding but oot limited to attorceys' fees, arising out of an] lien or claim of
lien on the Premises.
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1999-222
ARTICLE 17
RIGHT OF ACCESS
Landlord and its authoriud ageats and representatives shall be entitled to eater the Premises at all reasonable
times for the purposes of: (i) inspecting them; (ii) making repairs which Lacdlord is obligated to malte under this Lease;
(iii) curing a default of Tecact; (iv) posting any notice permitted by law that would relieve Landlord from responsibility
for the acts or omissions nf Tenant; (v) exhibiting the Premises to prnspective buyers, lessees or IODders; and, (vi) posting
ordinary signs advertising the Premises for sale or for lease during the last one hucdred eigbty (180) days of the term or
any extended term bereof.
ARTICLE 18
LThfiTATION ON LIABILITY
(a) Tenant's sole and exclusive remedy shall be against Landlord's interest in
in the evODt of any actual or alleged failure, breacb or default bereunder by Landlord:
(b) No parlDer, master lessor, officer, agent or employee 0 Old sba11 be sued or uamed as a party in
any suit or action, or served with process, or to answer or otherwise plead to any service of
process, Dor will any judgment be Uk t any parlDer, master lessor, officer, agent or employee of
Landlord. kly judgment amst any partner, master lessor, officer, agent or employee of
Landlord may be v set aside at any time Dune pro tunc:, and DO writ of executioD will ever be
levied aga of any partner, master lessor, officer, agent or employee of Landlord.
elWlts and agreelDOllts CODtained within this Article 18 sball inure to the benelit of and shall be
ARTICLE 19
ASSIGNMENT AND SUBLETTING
Lease or any interest herein, or sublet, license, grant any coDcessioD or otherwise give permissioD to anyone
Tenant to use or occupy all or any part of the Premises without the prior wrilleD CODSeDt of landi
assipunent, ltaDsfer or dispositioD, whether for value, by opentioa of law, sift, will or intestacy of I -Ii"" percent
(25") or more of the issued and outstanding stock of TODant if Tenant is a corporatioD; or,' tetest of any general
partner, joint veliiure, association or CO-leDancy shall be deemed an assignment 0 ucder this pangnpb.
Landlord andlor Landlord's agent shall be entitled to an application fee of Fiv red Dollars (S500.00) be paid at the
time of application for approval of any assignment or subletting as a n precedent to the processing of any such
request for Landlord's COIISOIlt. Sucb fee is a processing fee owever, and sball in no way obligate Landlord to
CODSeDt to the requested assignment or sublease.
l
19.1 Genenl Conditions. of any assignment of this Lease, Tecact sba11 remain primarily liable
under this LeIse. Such liability lie throughout the remaining term of this Lease, iDclucling any raewaJ terms,
notwirbslaudiug any rtber assignment of this Lease, wbether or IIOt Tecact bas COllSeDted to or approved
such assignment. Nor such liability be extinguished or reduced by auy later amendmeut or modificatiOll of this
Lease, wbether 0 ecact approves or consents to sucb amendmeat or modilic:atioo. ID the event of any assignment or
sublease, c- or sublessee shall agree in writing to perform and to be boucd by all of the coveaiacts of this Lease
. performed by Tecact. Landlord's approval of oce assignment or subletting by T_t of its inlentll in this
. .
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1999-222
ARTICLE 20
NOTICES
WbeDever under this Lease provisioD is made for Dotice or dema.ad. it shall be in writing md signed by or on
behalf of the party giving tbe Dolice or maIciog the dema.ad md served by personal delivery, registered or certified mail or
by telegrapb. If served by registered or certified mail, il sball be deposited in the Uniled States mail, postage prepaid.
with return receipt requesled, addressed to the party 10 wbom sucb Dolice of dema.ad is to be giveD at the address Slated in
the Basic Lease Provisions. as the case may be. md sball be coDclusively deemed served on the date indicated on the return
receipl md if the receipl is nol returned. then fortyeigbt (48) bours after mailinC, If served by telegrapb, service to the
addressee sbaI1 be conclusively deemed made as confirmed by the telecrapbic acency maIciog delivery. If served by
personal delivery, service sbaI1 be deemed made as of actual delivery. The address of either party may be cbmged for the
purpose of this paraCrapb by wriltellnotice to the other party.
ARTICLE 21
SURRENDER OF POSSESSION
21.1 Surrender. Al the expiratioD or other terminalion of tbis Lease. whether by lapse of lime or otherwise.
T eoant sball SlIrrender the Premises as of sucb date broom clean and in good ccmdilion and repair. reasonable wear and lear
excepted.
21.2 Hardin.. <nero
(a) If Teoaol balds over after the expiration of the term bereof with the express CODseDI of Landlord, such
balding over shall. in the abseDce of a wriltell agreement be deemed to have created a leDaIIcy from
IDOnth-to-IDODlb. terminable aD thirty (30) days written notice by either patty to the other, at a fixed
minimum rental equal 10 two bundred pereeDI (200 5') of the fixed minimum rental in effecl immediately
prior to the expiralion of the term, and at a percentage rental equal 10 two hundred percenl (2005') of the
pereeotage rental in effect immediately prior to the expiration of the lerm, and otherwise subject to all
terms of this Lease. Nothing cootained in this paragrapb shall be construed as consent 10 sucb holding
over by Landlord.
(b) If Teoaol fails 10 SIIJ'rellder the demised premises UpoD the terminatiOD of this Lease, Tenanl shan defend,
indemnify and shall hold Landlord free md barmless from loss or liability resulting from such failure,
including, withoullimitatioD, the Cenenlity of the forecoinc, any eIaims made by any succeeding tenant
arisinC out of SlICb failure to surrender the Premises.
ARTICLE 22
QUIET ENJOYMENT
Subject to the provisioDS of this Lease and coDdilioDed UPOD performance of all of the provisions 10 be performed
by T eoant hereuoder, Landlord shall secure 10 T enml durinC the lease term the quiet and peaceful possessioD of the
Premi_ and all richlS and privileces appertainiDg therelo.
ARTICLE 23
SUBORDINATION
'--
T_tacrees that this Lease, al Landlord's OptiOD, shall be subordinate 10: (a) any first and junior IDOrtpcos or
first &lid j1lllior lnISl deeds that may hereafter be placed upon the Premi_ &Dd to any ad_ to be made tbereuoder, any
illtere1t __ &ad all -US. npl....-... &Dd ulllDSiollJ thereof, provided that auch IlIOrtpC- or beneficiaries first
reqllllt auch lUhordiDatioa ad tbereafter &pel ill writiDC to recopia this r.- ill the event of foreelOlllre if T_t is
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MflI~ 17 ","1
1999-222
not in default, (b) any so-<alled sale and leaseback of the Sbopping Center by Landlord, and (c) any: (i) parking lot
agreement, (ii) common area maintenance agreement, (iii) declaration of covenants, conditions and restrictions, Or
(iv) similar agreement affecting the overall operation of the Sbopping Center or its parking or common area (tbe general
category of documents described in this sub-section (c) being referred to as "CC&R's"), together with any future
amendment or modification to any CC&R's. Tenant shall, within five (5) days following wrillen request from Landlord,
execute and deliver, without cost to Landlord, whatever instruments may be required to effect sucb subordination.
ARTICLE 24
OFFSET STATEMENT
Tenant shall, at any time and from time to time within five (5) days after written request therefor by Landlord,
deliver without cost to Landlord a certificate to Landlord or to any proposed mortgagee, trust deed beneficial')'; purchaser
or successor in interest, certifying the commencement and expiration date of the lease term and that this Lease is then in
full foree and effect and selling forth the amount and nature of the modifications, defeases or offsets, if any, cbimed by
Tenant,together with such other information as may be reasonably requested by Landlord. If Tenant fails to deliver sucb
certificate within said five (5) day period, Tenant bereby appoints Landlord as Tenant's attorney-in-fact for the purpose of.
completing, executing and delivering the certificate to the person or firm requesting it. .
ARTICLE 25
DEFAULT
25. t Notice and Remedies. In the event of Tenant's failure to pay rent or to perform any of Tenant's other
obligations under this Lease, or any part hereof, wben due or called for hereunder, Tenant shall have a period of five (5)
days after service of written notice by Landlord specil)'ing the nature of Tenant's default within which to cure sucb
defaults, provided that if the nature of a noo-monetary default is such that it cannot be fully cured within said five (5) day
period, Tenant shall bave such additioaal time as may be reasonably necessary to cure sucb default 50 long as Tenant
proceeds promptly after service of Landlord's notice and proceeds diligOlltly at all times to complete said cure; provided,
bowever, that any sucb notice sball be in lieu of, and not an addition to, any notice required under the provision in Section
1161 of the caJifornia Code of Civil Procedure regarding unlawful detainer action. If Tenant fails to comply witb the
foregoing provisions, Tenant sball be deemed to be in breacb of this Lease and Landlord, with or without further notice or
demand of any kind, may, at its option:
(a) Terminate Tenant's rigbt to possession of the Premises because of sucb breacb and recover from Tenant
all damages allowed under Section 1951.2 of the California Civil Code, including, without limitation, the
worth at the time of the award of the amount by whicb the unpaid renl for the balance of the term after
the time of award exceeds the amount of such renlalloss for the same period thai Tenanl proves could be
reasonably avoided; or,
(b) NOI terminale Tenant's rigbl to possession because of such breach, but continue this Lease in full force
and effect and, in sucb evOllI, Landlord may enforce all rigbts and remedies under this Lease including
the rigbllo recover the real and all other charges due hereunder as sucb real and other charges become
clue bereunder or to relet the Premises.
25.2 Tenanl's Prooertv. In the event of defaull, all of Tenanl's property shall remain on the Premises and in
that evenl, and coatinuing during the length of said defaull, Landlord shall have the righl to appoinl a receiver III take the
exclusive pnmssion of Tenanl's propelty IOd to use il real or charge free until all defaults are cured, or, at Landlord's
oplion, to remove IOY such property IOd place such property in storage in a public warehouse at the cost and rislc of
Tenant.
c
25.3 Notice 01 Termination. No rHDtry or reletling of the Premises sbaII be coastrued U 10 eleclioo by
Lanellard to lCI'aIinaIe T_c'. right to ~sf'lSiOll aad this Leue Wllea a writlell notice of IlICh intentiOll ia pven by
LancIlord to Teaanl IIIICI. notwi1hstIDdiDg IOY such relelting without IlICh termiDllion, LaIIdlord IDlY. at lAY tiIIIe
...".11,..,."
1999-222
th~reafter, elect to terminate Tenant's riiht to possession and tbis Lease in the event that at such time Tenant remains in
d~fault hereunder.
25.4 Waiver of Notice. Perio""ance hv Landlord. Notwithstanding any provision of this Article 25, if,
(i) T~nant fails to comply with any governmental requirement, Tenant shalJ not be entitled to notice of default from
Landlord or any right to cure beyond the pooriod within wbich such compliance may be required hy such governmental
requirement; (ii) if tbis Lease expressly provides that this Lease may be terminated effective on service of notice, Tenant
shall be entitled to cure its default only if the right to cure is required hy law; or, (iii) if, in Landlord's judgment, th~
continuance of any default by Tenant for the fulJ pooriod of notice provided for herein wilJ jeopardize the Premises or the
rigbts of Landlord, Landlord may, with or without notice, elect to poorform those acts in respect to which Tenant is in
default for the account and at the expense of Tenant. If by reason of such default by Tenanl, Landlord is compelled to pay
or elects to pay any sum of money, including, hut not limited to, reasonable attomeys' fees, such sum or sums so paid by
Landlord, with interest thereon from the date of such payment at the MIte provided in paMlgMlph 25.S, shalJ be due from
T ~nant to Landlord on demand.
. 25.5 Interest. Any imount due to Landlord not paid when due shall bear interest at the maximum rate alJowed
by law from the date due. Pa)'!Dellt of such inlerest shall not excuse or cure any default by Tenant under this Lease.
25.6 Other Remedies. Nnthini contained herein shall limit Landlord to the remedies set forth in this Article 2S
and, particularly, those which are set forth in paragraph 25.1, and upon Tenant's default, Landlord shalJ be entitled to
exercise any right or remedy then provided hy law, including, without limitation, the right to obtain injunctive relief and
the right to recover all damages caused by Tenant's default in the poorformance of any of its obliptions under this Lease.
Tenant, along with all other remedies afforded herein, shaII share the right to my and all other remedies at law or in
equity. All remedies sha\l be distinct, separate and cumulative, DOne being to the exclusion of the other.
ARTICLE 26
INSOLVENCY
26.1 Breach of Lease. The filing of any petition by or against Tenant under my chapter of the Bankruptcy Act,
or any successor statute thereto, or the adjudication of Tenant as a banlcrupt or insolvenl, or the appointmenl of a receiver
or trustee to take possession of all or suhstantially all of the assets of Tenant, or a general assignment by Tenant for th~
benefit of its creditors, or any other action taken or suffered by Tenant under any Slate or federal insolvency or bankruptcy
act, shall constitute a default under and breach of this Lease by Tenant, regardless of Tenant's compliance with the other
provisions of this Lease, and Landlord, al its oplion and by written notice to Tenant, may exercise all of the rights and
remedies provided for in Article 25, including the termination of this Lease, effective on the service of such notice,
without the necessity of further Dotice under Article 25.
26.2 Ooeration of Law. Neither this Lease nor any interest herein, nor any estate created hereby, shall pass hy
OpooMltiOD of law UDder any state or federal insolvency or banlcruplcy act to any trustee, receiver, assignee for the benefit of
creditors or ll1Y other poorson whatsoeVer without the prior written consent of Landlord. Any purported transfer in
violatioD of the provisions of this patairaph shall constitute a default under md breach of this Lease, reprdless of
Tenant's compliance with the other provisions of this Lease, and Landlord, al its option and by writtco notice to TelWlt,
may exercise aU of the riihts and remedies provided for in Article 25, including the terminatioD of this Lease, effective on
the service of such notice without the necessity of further notice as provided under Article 25.
26.3 Non-Waiver. The acc:eptance of rent at any time and from time to time by Landlord from Tenant as debtor
in possessiOD or from a transferee of the type lIICDtiODed in paraiMlph 26.2, sha1I Dot preclude Landlord from exercisioi its
rights under this Article 26 at any time thereafter.
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1999-222
...'-
ARTICLE 33
SUCCESSORS
Subject to the restrictions on assignment or subletting con~ined berein, this Lease shall be binding upon and sbaU
inure to tb. benefit of the parties hereto and th.ir successors. The term .successors. is used berein in its broadest possibl.
meaning and includes, but is not limited to, every person succeeding to any inlerest in this Lease or to the Premises of
Landlord or Tenant herein, whether such =ession results from the act or omission of such party. Each coveamtlDd
condition of this Lease shall be binding upon all assigoee&, agents, subtenants, lit:etlSeeS and concessionaires of Team!.
ARTICLE 34
REMOVAL OF TENANT'S PROPERTY
Upon the expiration of the lerm of this Lease or upon any earlier termination hereof, Tenant shall immediatdy
remove, at its oWQ expense, all trade fixtures, equipment, men:haadise and persooaI property (collectively c:alled 'Lessee's
property') which were installed by Tenant or any sublessee, cooc:essiooaire or licensee in or upon the Premises; but, if
Tenant is in default, Tenanl shall DOl remove Tenanl's property unless nOlified by Landlord to do so. . In case of illY injury
or damage to the building oraDY portioa of the Premises resulting from the removal of Tenant's property, Tenant sbaU
promptly pay 10 Landlord the cost of repairio, such injury or dama,e. In the event Tenant should fail to compleu SDCh
removal promptly, Landlord may remove any or all ilems of Tenant's property from the Premises aDd dispose of them in
any tnanDer c:oosisteol with law and Tenant shall pay upon demand to Landlord the actual expense of sucb removallDd
disposition together with inlerest at the rate prescribed in paragrapb 2S.5 from the dale of paymenl by Landlord IIlIIiI
repaYlDeDl by Tenant.
ARTICLE 35
EflECTOFCONVEYANCE
If, duriog the term of this Lease, Landlord conveys its inlerest in the Premises, or this Lease, then from and after
tbe effective date of sucb conveyance, Landlord sball be released and discbarged from any and all further obligalions and
responsibilities under tbis Lease, including, bUI DOt limited to, those relating to any security deposit b.ld by Landlord.
except those already accrued of wbicb Landlord bas nOlice al the time of conveyance.
ARTICLE 36
INTERPRET ATION/ AMENDMENT
The c:aptioll5 by whicb the Articles and paragraphs of this Lease are identified are for convenience only and sbaJI
Dol affect the inlerpre~tion of this Lease. Wherever the context so requires, the siDgular number shall include the plural.
the plur2l shall include the sinJUlar, the neuter gender shall include the masculine aDd the feminine genders. If there is
more than one signatory berelo as Tenanl, the liability of sucb signatories shall be joint and several, If any provision of
this Lease shall be beld to be invalid by a court, the remaining provisiOIl5 shall remain in full force and effect and shall ill
no way be impaired thereby. It is understood that there are no oral agreemeuts between the parties bereto affecting this
Lease or any Addenda attached bereto, and this Lease (together with any Addenda allacbed hereto) supersedes and c:aoceJs
any and all previous negotiations. agreements, brocbures, agreements and uudentanclings, if any, between the paties
bereto or displayed by Landlord to Tenant with respect to the Premises cIescn"bed berein. and no such exlratleous or
ancillary materia1 shall be used to interpret or construe the terms of Ibis Lease. There shall be nO modification or
amendment of Ibis Lease except as may he executed in writing by eacb of the parties hereto,
l
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1999-222
ARTICLE 27
REMEDIES CUMULATIVE
The various rights, electiollS and remedies of Landlord and Tenant contained in this Lease shall be cumulative and
no one of them shall be construed as exclusive of any of the othe~, or of any right, priority or remedy allowed or provided
for by law.
ARTICLE 28
MANAGEl\IENT OF SHOPPING CENTER - COLLECTION CHARGE
Landlord may, at any time. enaaae a manager to 0pet2le the ShoppiDa Center on Landlord's
event, Tenant shalI pay to Landlord, within leD (10) days after . , ut not more often than
monthly, Tenant's ro e ee c ged by such maaager (which administrative fee shall not in
III addition, Tenant shall pay to Landlord a
collection charge of Seveaty Five Dollars ($75.00) for preparation of each demand for delinauent r<<:lll .'or other SUQlS
which may be due under this Lease, .
ARTICLE 29
ATTORNEYS' FEES
~
)
If either party to this Lease brings any action or files any proceeding against the other party arising out of this
Lease or for the declantion or interpretation of any rights hereunder, the prevailing party therein shall be eatitled to
recover from the other party all costs and expenses. including reasonable attomeys' fees, incurred by the prevailing party
as determined by the court, If either party ("secondary party.) without its fault is made a party to litigation instituted by
or against the other party ("primary party"), the primary party s!JaII pay to the secondary party all costs and expenses,
including reasonable allOtoeys' fees and any judgment rendered, incurred by the secondary party in connection therewith.
ARTICLE 30
WAIVER OF DEFAULT
The waiver by either party of any default in the performance by the other of any covenant conlained herein shall
not be construed to be a waiver of any preceding or subsequent default of the same or any other covenant contained herein.
The subsequent acceptance of rent or other SUQlS hereunder by Landlord shall Dot be deemed a waiver of any preceding
default other than the failure of Tenant to pay the particular rental or other sum or portion thereof SO accepted, regardless
of Landlord's Icn~wledge of such preceding default at the time of acceptance of such rent or other sum.
ARTICLE 31
NO PARTNERSHIP
Laodlord is not tlDd shall not be deemed to be in any way or for any purpose an ageat, employer, principal;
partner, joint venturer or member of tIDy joint eaterprise with TetIlIDt.
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ARTICLE 32
SUBTENANCIES
The voluntary or other sumoder of this Lease by TetllIDt or a mutual _Uatioo of this Lease shall not effect a
meraer UId shall. at Laad1ord', optioo, lenDiDate all existing subteaaocia or operate U tID assignment to LaadIord of tIDy
or all of SlICb subl-.....;..
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1999-222
ARTICLE 37
TIME OF ESSENCE
Time is of the essence of each provision of this Wse. All provisions relating to time shall be strictly construed.
ARTICLE 38
BROKERS
Landlord represents that it h2s utiIiud no broker with respect to the arrangement, negotiation or executioo of this
Wse, except as may be set forth in the Basic Wse Provisions. Tenant agrees to defead, indemnify and hold landlord
harmless from and against any c:ost, claim or cIamage inculTed by Landlord as a result of any claim by any broker or other
person seelcing a c:ommission, finder's fee or similar payment with respect to the arrangement, negotiation or execution of
this Wse, other than as may be payable to the broker (if any) set forth in the Basic Lease Provisions.
ARTICLE 39
CORPORATE RESOLUI10NS
If a c:orporation executes this Lease as a tenant, Tenant shall promptly furnish Landlord certified corporate
resolutions attesting to the authority of the officetS executing this Lease 00 behalf of such corporation.
ARTICLE 40
SECURITY DEPOSIT
40.1 Deoosits. Tenant h2s deposited with Landlord the sum set forth in the Basic Wse Provisions as the
Stcurity Deposit to be retained with Landlord as security for the faithful performance by Tenant of all of the rerms,
covenants and c:onditions of this Lease by Tenant to he kept and performed, which deposit shall be increased from time to
time as the Minimum Annual rental increases, so as to maintain at all times during the term the same ratio between the
Stcurity Deposit and the Minimum Annual Rental as exists at the c:ommencement of the term. In the event that Tenant is
not then in default, any unused portion of the security deposit shall be recurned to Tenant within fourteen (14) clays
following the expiration of this Lease. In no event shall Landlord be obligated to pay interest on such security deposit.
Landlord may c:ommingle such funds with other funds of Landlord. The taking of such security by Landlord shaI1 in no
way be a har or defense to any action in unlawful detainer or for the rec:overy of the Premises or for any other actiOll which
Landlord may, at any time, institute for the breach of any term, c:ovenant or c:ondition c:ontained herein.
40.2 Perf'onnance. In the event of failure of Tenant to keep and perform any of the terms, covenants and
conditions of this Lease to be kept and performed by Tenant during the term of this Lease, or any renewals or exrensions
thereof, then Landlord, at its optioo, may appropriate and apply said entire deposit, or so much thereof as may be
necessary to compensate Landlord for loss or cIamage sustained or suffered by Landlord due to such breach 00 the port of
Tenant. Should the entire deposit, or any portion thereof, be appropriated and applied by Landlord for the payment of
overdue rent or other sums due and payable by Tenant to Landlord hereunder, then Tenant shall, upon the written demand
of Landlord, forthwith remit to Landlord sufficient current funds to restore said security to the oricinal sum deposiled, and
TOlIet's failure to do so within five (5) clays after receipt of such demand shall c:onstitute a material breach of this Leue.
I
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.......,., ^''''1
1999-222
ARTICLE 41
OPTION TO RENEW
Tenant is hereby granted the option to extend the term of this Lea or ONE (1) FIVE (5) year
period, hereinafter referred to as the "Extended Term", by giving noti of exercise of the option ("Option
Notice") to Landlord at least three (3) months, but not more than e (1) year, before the expiration of the
Basic Term, or the then current Extended Term, as the case y be; provided, however, that if Tenant is in
default on the date of giving any such Option Notice, th ption Notice shall be totally ineffective, and
provided further, that if Tenant is in default on the e that the Extended Term would otherwise
commence, such Extended Term shall not com nce and this Lease shall expire at the end of the then
current term. Tenant shall have no other ri to extend the term beyond the last extended Term described
herein. During the Extended Term all e terms and provisions contained herein shall apply except that
commencing at the beginning of ea xtended Term, the Annual Basic Rent shall be increased to an
amount set forth in the Renew ddendum attached hereto, or if no such addendum is attached, the
Minimum Annual Rental s continue to increase in accordance with the provisions of Section 4.3 of this
Lease.
IN WI ESS WHEREOF, the parties have executed this Lease to be effective as of the date set
sic Lease Provisions.
APPROVED AS TO FORM
AND LEGAL CONTENT
JAM . PENMAN
LANDLORD
WORLD PLAZA L.L.C,
(a California corporation)
By:
Tide:
TENANT:
N BERNARDINO
'.-{~
VALLES, MAYOR
Q"-; '2.~
1999-222
ADDENDUM TO LEASE AGREEMENT
BETWEEN WORLD PLAZA L.L.C. (LANDLORD) AND
CITY OF SAN BERNARDINO (TENANT)
DATED: August 4,1999
LANDLORD AND TENANT ACKNOWLEDGE THAT:
A. Landlord approves and consents to Tenant placing on Tenant's entry glass door and/or glass store front a replica
of the San Bernardino City Seal and a replica of the City of San Bernardino Police Department Badge, provided
that, each replica is less than four feet (4 ') high nor more than two feet (2') wide.
LANDLORD
TENANT
'~
VALLES
MAYOR
WORLD PLAZA LL.C,
a California Corporation
c:-- .-/ ~
By: --=-7
Title: 1Mc..'^-"'-)e.v
APPROVED AS TO FORM
& LEGAL CONTENT
By:
Page 23a
I
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1999-222
SIGN CRITERIA
EXHllrr -r
p~, 2.",
. . ,
1999-222
EXHIBIT "E"
DELIVERY ESTOPPEL
COMMENCEMENT AND TERMINATION DATE OF LEASE
AND LESSEE'S OBLIGATION
Pursuant to the terms and conditions contained in this Lease:
1. The Commencement Date of the term of the Lease is, or shall be deemed to be September
1, 1999.
2. The date upon which rent shall commence is September 1, 1999.
3. The date upon which the term of this Lease shall expire is August 31, 2004.
4. The date upon which Tenant received the keys to the Premises is August 16th, 1999.
DATED this
day of August, 1999.
LANDLORD:
WORLD PLAZA L.L.C.
a California corporation
BY:~
Title: /'vX<"'-<<- > c.-..-
APPROVED AS TO FORM
& LEGAL CONTENT
TENANT:
By:
By: