HomeMy WebLinkAbout2005-333
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RESOLUTION NO. 2005-333
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING THE SAN BERNARDINO POLICE DEPARTMENT
TO ENTER INTO A LEASE AGREEMENT WITH "WORLD PLAZA L.L.C." TO PAY
$1,571.50 PER MONTH FOR THE SAN BERNARDINO POLICE DEPARTMENT
EASTERN DISTRICT COMMAND OFFICE SPACE AT 1535 E. HIGHLAND AVE.,
SUITE C, SAN BERNARDINO.
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 an agreement with "World Plaza
L.L.C." to lease space for the Eastern District command office, a copy of which is attached
hereto and marked Exhibit' A' and incorporated herein by reference as though set forth in full.
This resolution is rescinded if the parties to the agreement fail to execute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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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING THE SAN BERNARDINO POLICE DEPARTMENT
TO ENTER INTO A LEASE AGREEMENT WITH "WORLD PLAZA L.L.C." TO PAY
$1,571.50 PER MONTH FOR THE SAN BERNARDINO POLICE DEPARTMENT
EASTERN DISTRICT COMMAND OFFICE SPACE AT 1535 E. HIGHLAND AVE.,
SUITE C, SAN BERNARDINO.
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
joint
and Common Council of the City of San Bernardino at aregular meeting thereof, held on the
3rd day of October ,2005, by the following vote, to wit:
Council Members: AYES NAYS ABSTAIN ABSENT
ESTRADA x
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LONGVILLE x
MCGINNIS x
DERRY x
KELLEY x
JOHNSON x
MCCAMMACK x
Judith Valles, Mayor
City of San Bernardino
Approved as to
Form and legal content:
JAMES F. PENMAN,
City ttorney
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AIR COMMERCIAL REAL ESTATE ASSOCIATION
STANDARD INDUSTRIAUCOMMERCIAL
MULTI-TENANT LEASE - GROSS
ORIGlNAL
1. Basic Provision. ("Basic Provl.lons").
1.1 P.rtI..: This L.... (..L...."). dated for reference purposes only
is made by and between {.TnT'r'I 1" A'7.A I T.T r.
.11mi=' ".
. ?OO'i
("Lessor")
and r.i ty nf' ~An 'Rl:>rnA...''linn
("Leu.."). (collectively the "Parties", or individually a
"Party"). '
1.2(a) Premises: That certain portion of the Project (as defined below). including all im~rovements therein or to be provided
by Lessor under the terms of this Lease. commonly known by the street acklress of 1535 Hie!" And Avp.mlp. ,
located in the City of ~An ~rnA...,Hnn . County of San ll~.ftd.;f.R" ' State
of r.A' i fnrni A ' with zip code . as ouU\ned on Ib t _ attached hereto ("Premises") and
generally described as (describe briellythe nature of the Premises): ~);lTnxiJ9att'!ly' ,24') AqllATP f'Pl>t I ('(\JIlpTi Ring
Suite f: a.t 11)~1) Hi2hlAnrl A"~n"fO
In addition to Lessee's rights to use and occupy the Premises as hereinafter specified. Lessee shall have non-exclusive rights to any
utility raceways of the building containing the Premises ("Building") and to the Common Areas (as defined In Paragraph 2.7 below),
but shall not have any rights to the roof, or exterior walls of the Bullcllng 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 Improvements thereon. are herein
collectively referred to as the "ProJect." (See also Paragraph 2)
1.2(b) Parking: ~t~ , unreselVed vehicle parking spaces. (See also Paragraph 2.6)
1.3 Term: J1I (~) ~~~~.;-~ (~.:) years and ~ months ("Orljllnal Term") commencing.-<
A11gJ11'1t' ?OOr; wr@ T....:'.\oC~"") O~e.. '{ ~~S ...s:tt:lo..::>$o. - JJ
("Commencement Date") and ending 1. I ....,n ~f.P.'''\.4.L~/_'~ Ti',i:i..{JI:)~/("EXPlratlOn
Date"). (See also Paragraph 3) "ZOo'i' l
1.4 Early po.sesslon: 1""1'11'11>1> nnTJ in pn"",."",inn ("Early possession
Date").
(See also Paragraphs 3.2 and 3.3)
1.5 Base Rent: $ '. 'i71 'iO
day 01 each month commencing Angll"t' ?m5
~ '.
og 11 this box is checked. there are provisions In this Lease for the Base Rent to be adjusted.
1.6 Lessee'. Share of Common Area Operating expense.: }IT I A percent ( _"/0) (..Le.....s Share"). Lessee's
Share has been calculated by dividing the approximate square footage of the Premises by the approximate square footage 01 the
Project. In the event that that size of the Premises and/or the Project are modified during the term of this Lease. Lessor shall recalculate
Lessee's Share to reflect such modification.
1.7 Base Rent and Other Monies Paid Upon Execution:
(a) Base Rent: $ for the period
(b) ,Common Area Operating Expense.: $ for the period
(c) Security Deposit: $ ("Security Deposit"). (See also Paragraph 5)
(d) Other: $ for
(e) Total Due Upon execution of thl. Lease: $ .
Agreed U.e: ~An ~rn..rr'linn 1)n1 i ('(3 ~pA...t.....nt. nf'f'; ('(3 An,:! ~"min; atrAt;"'" '''a~
per month ("Base Rent"). payable on the
fiTl'lt (hd
. (See also Paragraph
1.8
(See also Paragraph
6)
1.9 Insuring Party. Lessor is the "In.urlng Party." (See also Paragr:aph 8) --. .A"
1';1 O---Re.1 ~tw1w Brok.... ($.. aIlCr'P...vr*plT1'5) ~_.' .. "'0'
(a) Representation: The following real estate brokers (the "Brokei'll") and brokerage rela ashlprexlst In this
transaction (check applicable boxes):
o rspre Lessor exclusively ("Lessor's
Broker"); ~-
o ----- represents Lessee exclusively ("Lessee's Broker");
or -::-----"
o __ represents both Lessor and Lessee ("Dual Agency").
(b~nt1'6'Broker.: Upon execution and delivery of this Lasse by both Parties, Lessor shall pay to the Brokers the
broke,tllge..fee"a'greed to in a separate written agreement (or if there Is no such agreement, the sum of or - % of
thFtCtal Ddll nenHoMhe-brokerage-servicenendered b, !toe Dlokerst.
1.11 Guar.ntor. The obligations of the Lessee under this Lease are to be guaranteed by N I A
("Guarantor"). (See also Paragraph
37)
"1.12 ,Attachments. Attached hereto are the fOllowin~9 all of which constitute a part of this Lease:
I!Sl an Addendum consisting of Paragraphs ~ through ;
o a site pisn depicting the Premises:
IlO a site pian deplcU!19 the Project;
o a current set of the Rules and Regulations for the Project;
o a current set of the Rules and Regulations adopted by the owners' association;
o a Work Letter; t
o other .
(specify):
2. Premises.
1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor. the Premises, lor the term, at the
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C1998.AIR Commercial Real Estate Assocllltlon
PAGE 1
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FORM MTG-4-5/04
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rantal, and upon all of the tenns, covenants and conditions set forth In 1):I.1s Lease. Unless othelWlse provided herein, any statement of
size sel 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 .ubjectlo revision whether or not the actual size Is more or less. NOTE: Lessee Is advised
to verify the actual .Ize prior to executing thl. Lease.
2:2--Condltlon. Leaso....haltd..lYerthat-portlon-otthe-preml.8S'COIltalnecl-wlthIn1he-Balldlng'("tlnlt")101:essee-broom.
and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs ("Stvl Date"), an g as the
required service contracts described In Paragraph 7.1 (b) below are obtained by Lessee and In effect wlthlnthl a ollowlng the Start
Dale, warrants that the exlatlng electrical, p1~blng, fire sprinkler, lighting, heating, ventilating and . onlng systems ("HVAC"),
loading doors, sump pumps, If any, and all other such elements In the Unit, other than t ructed by Lessee, shall be In good ....,r-
operating condition on said date, that the structural elements of the roof, bearing oundatlon of the Unit shall be free of material ) J
defects, and that the UnIt doe8 not contain h~ous levels of any mol g defined as toxic under applicable state or federal law.
If a non-compllance with suCh warranty exists as of the Start D' one of such systems or elements should malfunction or fail within
the appropriate warranty period, Lessor shall, as L e obftgation with respect 10 such matter, except as otherwise provided in
this Lease, promptly after receipt of written m Lessee setting forth with specificity the nature and extent of such non-compliance,
malfunction or failure, rectify sam sor's expense. The warranty periods shall be ss foHows: (i) 6 months as to the HVAC systems,
and (iI) 30 days a. 10 th n ng system. and other elements of the Unit If Lessee does not give Lessor the required notice within
the approprillt nty period, correction of any such non-compllance, malfunction or failure shall be the obligation of lessee at
Less' e co.t and expense (except for the repairs to the fire sprinkler systems, roof, foundations, and/or bearing walls. see
., ragraptr'1t. .
2.3 Compile"... LAeser warreRte-thaHo-the-best-oHta-krlowIedge-the-lmprovemellls on -the-PremiselMlnJ tI,,, COI nm9n
Areas cqmply with the building codes that were In effect at the time that each such improvement, or portion thereof, was oonstrycfed,
and also with all applicable laws, covenants or restrictions of record, regulations, and ordinances In effect on the Start Date ("A pllcable ...<\
Requlrements'~ SaId warranty does not apply 10 the use to which Lessee will put the Premises, modifications which ma e required ' )'
by the AmericanS with DilablllUes Act or any slmUar laws as a result of Lessee's use (see Paragraph 49), or to any Alt ns or Utility
InstallaUons (as defined In Paragraph 7.3(a)) made or 10 be made by Lessee. NOTE: Le.... I. respon.lble for deJ8 Inl"g whether
or not the Applicable Requirements, and aspeclally the zonIng are appropriate for Le....'s Intended us,rand acknowledges
thst plst uaea of the PremIses may no longer be allowed, If the Premises do not comply with said warr nty, Lessor shall, except
as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity t nature and extent of such
non-compUance, rectify the same at Lessor's expense. If Lessee does not give Lessor written notl of a non-compllance with this
warranty within 6 months following the Start Date, correction of that non-compllance shall be the 0 allon of Lessee at Lessee's sole
cost and expense. If the Applicable Requirements are hereafter changed so as 10 require durin e tenn of this Lease the construction
of an addition to or an alteration of the Unit, Premises and/or BuildIng, the remediation of any ous Substance, or the reinforcement
or other physical modification of the Unit, Premises and/or Building ("Capltsl Expendltu , Lessor and Lessee shall allocate the cost
of such work as follows:
(a) Subject to Paragraph 2.3(c) below, If such CapItal Expenditure e required as a result of the specific and unique
use of the Premises by Lease. es compared with uses by tenants in gene essee shall be fully responsible for the cost thereof,
provided, however that I such CapItal Expenditure is required during the t 2 years of this Lease and the cost thereof exceeds 6
months' Base Rent, Lessee may instead tennlnate this Lease unless r noUfles Lessee, In writing, within 10 days after receipt of
Lessee'. tennlnatlon notice that Lessor has elected 10 pay the diff ce between the actual cost thereof and the amount equal to 6
month.' Base Rent If L....e elects tennlnatlon, Le.see shall I 8dlately cease the use of the Premises which requires such Capital
Expenditure and deliver 10 Lessor written notice .peclfying a !netion date at least 90 days thereafter. Such tennlnatlon date shall,
however.. in no event be earlier than the last day that ee could legally utilize the Premises without commencing such Capital
Expenditure.
(b) If such Capital Expenditure is n e result of the specific and unique use of .the Premises by Lessee (such as,
govemmentally mandated seismic modlflc8t1on , en Lessor and Lessee shall allocate the obligation 10 pay for the portion of such
costs reasonably attributable 10 the Premise rsuant 10 the fonnula set out In Paragreph 7.1 (d): provided, however, that If such Capital
Expenditure Is requIred during the last 2 are of this Lease or If Lessor reasonably detennlnes that' It Is not economically feasible to
pay Its share thereof, Lessor shall h the option 10 tennlnate thl. Lease upon 90 days prior written notice to Lessee unless Lessee
notifies Lessor, in writing, within 1 ays after receipt of Lessor's tennlnatlon noUce that Lessee will pay for such Capital Expenditure. If
Lessor does not elect to terml e, and falls 10 tender Its share of any such Capital expenditure, Lessee may advance such funds and
deduct same, with Inte~ m 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 the Rent due and payable for the remainder of this Lease Is not sufficient to fully reimburse Lessee on an
offset basis, Lessee have the right to tenninate this Lease upon 30 days written notice to Lessor.
(c otwithstandlng the above, the provisions conceming Capital Expenditures are intended to apply only to non.
voluntary, un 8cted, and new Applicable Requirements. If the Capital Expenditures are Instead triggered by Lessee as a result of an
ed change In use, change in Intensity of use, or modification to the Premises then, and In that event, Lessee shall either:
(I) im ately cease .Uch changed use or Intensity of use and/or take such other stepe as may be necessary to eliminate the
re,9.U ement for such Capital Expenditure, or (iQ complete such Capital Expenditure at Its own expense. Lessee shall not have any right
te lsfftlillate !hIs bease.
2.4 AcknOWledgements. Lessee acknowledges that (a) it has been advised by Lessor and/or Brokers to satisfy ilself with
respect 10 the condlUon of the Premises (including but not nmlted 10 the electrical, HVAC and fire sprinkler systems, security,
environmental aspecta, and compliance with Appncable Requirements and the Americans with DlsablllUes Act), and their suitability for
Lessee's Intended use, (b) Lessee has made such InvesUgatlon as It deems necessary with reference to such matters and assumes all
responsibility therefor a. the same relate to Its occupancy of the preml.es, and (0) neither Lessor, Lessor's agents, nor Brokers have
made any oral or written representations or warranUes with respect to said matters other than as set forth In this Lease. In addition,
Lessor acknowledges that: (I) Brokers have made no representations, promis.. or warranties concemlng Lessee's ability 10 honor the
Lease or sultablHty to occupy the Premises, and (Ii) It is Lessor's sole rasponslbillty to investigate the financial capability and/or suitability
of all proposed tenants.
2.5 Le.... as Prior Owner/Occupant. The warranU,s made by Lessor in Paragraph 2 shall be of no force or effect if
Immediately prior 10 the Start Date Lessee was the owner or occupant of the Preml.e., In such event, Lessee shall be responsible for
any necessary correc:tlYe work.
2.6 Vehicle .Parklng. Lessee shall be entitled to use the number of parklng spaces specified in Paragraph 1.2(b) on those
portions of the Common Areas designated from time to time by Lessor for parklng. Lessee shall not use more parklng spaces than said
number. 'Sald parklng spaces shall be used for parklng by vehicles no larger than full-size passenger automobiles or pick-up trucks,
herein called "Permlttied.SIze Vehicle.." Lessor may regulate the loading and unloading of vehIcles by adopting Rules and Regulations
as provided In Paragraph 2.9. No vehicles other than Pennltted Size Vehicles may be parked In the Common Area without the prior
written pennission of Lessor. In addition:
(a) Lessee shall not pennlt or allow any vehicles that belong 10 or are controlled by Lessee or Lessee's employees, suppliers,
shippers, customers, contractors or Invitees 10. be loaded, unloaded, or parked in areas other than those designated by Lessor for such
activities. .
(b) Lessee shall not service or slore any vehicles In the Common Areas.
. (c) If Lessee pennlts or allows any of the prohibited actlviUes described In this Paragraph 2.6, then Lessor shall have the
right, without notice, In addition to such other rights and remedies that It may have, 10 remove or low away the vehicle Involved and
charge the cost 10 L....e, which cost shall be immedletely payable upon demand by Lessor.
2.7 Common Areas _ DeflnlUon. The tenn "Common Areas" is defined as all areas and facilities outside the Premises and
within the exterior boundary line of the Project and Interior utility raceways and Installations withIn the Unit that are provided and
deslg ed the Lessor from time to time for the general non-exclusive use of Lessor, Lessee and other tenants of the Project and
lhel e employees, suppliers, shlppars, customers, contractors and Invltees, including parking areas, loading and unloading
nillals
99e-AIR Commerclsl Re.1 Estate A.,ocl,tlon
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FORM MTG-4-5/04
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a'reas, trash areas, roadways, walkWays, driveway. and landscaped areas.
2.8 Common Are" . ......... Rights. Lessor gra(lta to Leuee, for the benefit of Lessee and Ita employees, suppliers,
shippers, contractora, cu.tomers and Invite.., during the term of this Luae. the non-excluslv. right to use, In common with others
entiUed to such u.., the Common Areas aa they exlat from time to time, subject to any rights. powera. and prlvlleg.. reserved by Lessor
under the terms hereof or under the terms of any rules and regulations or reatrictIons gov.rnlng the use 01 the Project. Under no
circumstanceS ahaII the right h.r.1n granted to use the Common Areaa b. 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 01 Lessor or Lessor's'
dNlgnated ag.nt, which cons.nt may be revoked at any time. In the ev.nt that any unlWlhorized storage shall occur then Lessor shall
have the right, without notice, In addition to .uch other rights and r.medles that It may hav., to remove the property and charge the cost
to Lessee, which cost ahaII be Immediately payable upon demand by Lessor.
2.9 Common Are.. . Rul.s and R.gulatlons. Lessor or such other pel'8On(s) as Lessor may appoint shall have the
exclusive control and managem.nt of the Common Areas and shall have the right, lrom time to tlm., to estab\lSh. modify. amend and
enforce reasonable ruJea and regulat\Ons ("RuJea and Regulations") lor the management, saf.ty, care, and c1eanllneaa of the grounds,
the parking and unlOadIng 01 vehlcl" and the preservation 01 good order, aa well as for the oonvenlenoe of other occupanta or tenants
01 the BuUdlng and the ProJect and their Invite... Leasee agrees to abide by and conform to all auch RuI.. and Regulations, and shall
use Its best .fforts to cause Its employ.es, suppU..... shlppera. customera, contractora andlnvltess to so abide and conform. Lessor
shall not be responsible to L....e for the non-cornpUance with said RuI.s and Regulations by other tenants 01 the Project.
2.10 Common Are.. . Chang... Lessor ahaII have the right, In Lessor's sole dlacretlon. from time to time:
(a) To make change. to the Common Arua, Including, without .umltatlon, changes In the location, size, shape and number
01 driveways. entrances, parking spaces, parking areas, loading and unloading areas. Ingre.., egress, direction of traffic, ~ndscaped
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 Aroas;
(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
(I) To do and perform such other acta and make such other changes in, to or with respect to the Common Areas and Project
as Lessor may. In the exerclae of sound bualnessjudgment, deem to be appropriate.
3. Term.
3.1 Term. The Commencement Date, expiration Date and Original Term of this Lease are as specllled in Paragraph 1.3.
3.2 Early poHMslon. If Le.... totally or partially ocouplea the Premtses prior to the Commencement Date, the obligation
to pay Base Rent shall be abated for the period 01 such early possession. All other term. of this L.... (including but not limited to the
obligations to pay L......s Share. of Common Area Operating Expenses, Real Property Taxes and Insurance premiums and to maintain
the Premises) shall be In.flect during .uch period. Any such early po..essIon ahaII not affect the expiration Date.
s.a g.lay I" Pe..es818". b.lleer 1lI'88. te \lse Ita Beat lel'flfMf~Fta te d81i',er peas e
Premises to L....e by the Commencement Date. If, despite said efforts, Lessor Is unable to dellv.r possession.. a r shall
not be subject to any liability therelor, nor shall such failure affect the validity 01 this Le... or change the Ex ate. Lessee shall
not, however, be obligated to pay Rent or perform Ita other obligations until L..lOr delivera ~ e Premises and any period
01 rent ab, atement that Lessee would otherwise have enjoyed shall run from the date 01 wery of poss~lon and continue lor a f
period equal to what Le.... would otherwise have enjoyed, but minus any da ay caused by the acts or omissions of Lessee. \I
possession Is not delivered within 60 days after the Commencemenjj)a , ....e may, at Ita option, by notice in writing within 10 days
after the end 01 such 60 day period, cancel this Le.... In . -G'ieiIt the Parties shall be dlschargedlrom all obligations hereunder. If ~"
IUch written notice Is not received by Lessor wi 10 day period, Lessee's right to cancel shall terminate. Except as otherwise "
provided. If posae..lon I. not tendere . by the Start Oat. and L..... do.. not tarmlnate this Lease, as aforesaid. any period
of rent abatement that Less otherwise have enjoyed shall run from the date of deDv.ry of posaesston and continue for a period
equal to what Le uld otherwise have enjoyed under the terms hereof, but minus any days 01 delay caused by the acts or
omlssio ee. If possession 01 the Premises Is not delivered within 4 months after the Commencement Date, this Lease shall
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3.4 Le.... Compliance. Lessor shall not be required to tender possession of the premls.. to Lessee until Lessee complies
with its obligation to provide evidence 01 Insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to
perfotm all of Its obligations under this Lease from and after the Start Date, Including the payment of Rent. notwithstanding Lessor's
election to withhold posse..ion pending receipt of such evidence 01 Insurance. Further, \I Lesse. 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 wlthholcl possession until such
conditions are satislled.
4. Rent.
4.1. Rent Defined. All monetary obligations 01 Lessee to Lessor under the terms 01 this Lease (except for the Security
Deposit) are deemed to be rent ("R.nt"). .
1.a ~aM",." "fla Op.r........'...... 1..81.88 .Aall p~ to "'a.8li1M1wARil the tlilfRl AliIrelf, IA aeElItieA-tG-lhe-8aee-R t'1
Lessee's Share (as specllled In Paragraph 1.6) of all Common Area Operating Expenses, as hereinafter defined, during each ndar
year 01 the term of thls'Lease, in accordance with the following provisions:
(a) "Common Area Operating Expenses" are dellned, for purposes 01 this Lease, as all costs incurred essor relating
to the ownership and operation of the Project, including, but not IlmItad to. the following:
(i) The operation, repair and maintenance, In neat, clean. good order and condition, bu
subparagraph (e)), 01 the lollowing:
(aa) The Common Areas and Common Area improvements, including parkin , loading and unloading areas,
trash areas, roadways, parkways, walkways. driveways, landscaped areas, bumpers, Irrigation ems, Common Area lighting lacilities,
fences and gates. elevatora, roofs, and roof drainage systems.
(bb) Exterior signs and any tenant directories.
(ee) Any fire sprinkler systems.
(II) The cost 01 water. gas, electricity and telephone to s ce the Common Areas and any utilities not separately
metered.
(iii) Trash disposal, pest control services, prope gement, security services, owner's association dues and fees,
the cost to repaint the exterior of any structures and the cost y environmental Inspections.
(Iv) Reserves set aside for maintenance repair of Common Areas and Common Area equipment.
(v) Any increase above the Base roperty Taxes (as dellnedln Raragraph 10).
('II) Any "Insurance Cost Incre (as dellned In Paragraph 8). '
(vii) Any deductible portio , an lnauredloss concerning the Building or the Common Areas.
. (viii) Auditors', accou ' and attorneys' fees and costs related to the operation, maintenance, repair and replacement
01 the Project.
(Ix) The co any Capital Expenditure to the Building or the Project not covered under the provisions of Paragraph
2.3 provided: however. Lessor shall allocate the cost of any such Capital expenditure over a 12 year period and Lessee shall not
. be required to pay e than Lessee's Share of 1/144th of the cost of 8uch Capital Expenditure In any given month.
Any other services to be provided by Lessor that are stated elsewhere In this Lease to be a Common Area
Operatln pense. '
( eee-and-Real Pf8pertt=r~t-efHpeeifieally1tttribtllable-trrth~it;-the-BUilding
'11a1s
Cl99B-AtR Commercl.1 Real Eatate Aaaoclatlon
PAGE 3
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FORM MTG-4-5104
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~r Ie MY elJ:ler ItI:lAElillll illlAe Prejeel er ItHhe-8fleflltleflrfll,aiHfl&.maiflteflMOe-thereof;-ehaII-be-elIoeaIed-entirely-lo-ell Ail,
Building, or other buDding. However. any Common Area Operating Expenae8 and Real Property Taxes that are no Iflcally
allrlbUtable to the Building or to any oth.r building or to th. op.raUon. repair and rnalnt.nanoe th.reof. .haIl be b allooated by
Lessor 10 all buDdlngs In the Project
(c) The Inclusion of the improvements, facilities and services sel forth In Subparagraph 4. all not be deemed to Impose ~
an obligation upon Lessor to either have said improvemeFlts or facllllles or to provide Ihoae s s unless the Project already has Ihe
same, Leasor already provld.. th. services, or Lessor has agreed .Isewhere In this L provide the same or some of them.
(d) L.....'. Share of Common Area Operating Expens.. Is ~ thly on the same day as the Base Rent is due
hereunder. The amount of such payments shall be based on Leesor's e of the annual Common Area Operating Expenses. Within
60 days after written requ..t (but not more than once each ye r.halI deliv.r to Le.... a reasonably detailed statement Showing
L.ssee'. Share of the actual Common Area Op.rallng s Incurred during the prececllng y.ar. If Le...e's payments during such
year .xceed Lessee'. Share, L.ssor .hall amount of suoh over-paym.nt against L....... future paym.nl8. If Lessee's
payments during .uch Yf&I' were lese th e.'. Share, L.ssee shall pay to L.ssor the amount of the deficiency within 10 days after
delivery by Lessor to Le.... of th m.nt '
(e) Except as in paragraph 4.2(a)(vlll). Common Area Operating Expenses shall not Include the cost of replacing
equipmenl or capl pon.nts such as the roof, foundations, ext.rlor walls or Common Area capitallmprovemenl8, such as the
parking lot '. elevators, re~s thaI havfl a useful fif. for aCcounting purposes of 5 ye.,. or mor..
Common Area Op.ratlng Expenses shall not include any expenses paid by any tenant directly to third parties, or as 10
le~ leeser is elhefwlee l8i",ltl:lf8eEllily MY lhirEl ",afly. elAer teRaFltrer4AlNfllAlle flreeeed6.
4.3 Payment. Leasee shall cause payment of R.nt to b. received by Lessor in lawful money of the Uniled Stales, without
offset or deducUon (except as specifically permllled In this Lease). on or before the day on which itla due. All mon.tary amounl8 shall
be rounded to the nearut whole dollar. In the event that any invoice prepared by Leesor Is Inaocurate .uch Inaccuracy shall not
conslltul. a waiv.r and Lease. shall b. obligated to pay the amount eet forth In this L..... R.nt for any period during the t.rm h.r.ol
which is for I.ss than on. full calendar month shall b. prorated based upon the actual number of days of said month. Paym.nt 01 Rent
shall b. mad. to Lessor at 118 addrese stated h.reln or to such oth.r p.rsons or pIac. as Lessor may from tlm. to time d.slgnate in
writing. Acceptance of a paym.nt which is less than the amount th.n due shall not be a waiv.r of L.ssor's rights to the balance of such
Rent, r.gardless of Lessor's .ndorsem.nt of any check so stating. In the ev.nt that any check, draft, or other instrument of paym.nt
given tiy Lesse. to Lessor is dishonored for any reason. L....e agre.s to pay to Lessor the sum of $25 in addition to any Late Charge
and Lelsor. at Its opUon. may require all future R.nt b. paid by cashier's check. Payments will b. applied first to accNed late charges
and allomey's fe.s, second to accN.d Inter.st, th.n to Bas. Rent and Common Area Op.ratlng Exp.nses, and any remaining amount
10 any other outstanding charges or costs. '1
. . .' 'ful
performance of Its obligations und.r this Lease. If Lesse. tails to pay R.nt, or otherwls. Defaults und.r this L.ase. r may use,
apply or r.taln all or any portion of said Security D.poslt for the payment of any amount due L.ssor or to rei e or compensale
Lessor for any liability, .xpense, loss or damage which Lessor may suff.r or incur by reason thereof. If Le ses or applies all or any
portion of the S.curlty Deposit, Lesse. shall within 10 days aft.r written request th.refor d.poslt m with L.ssor sufficient to restore
said Security D.posit to the full amount requir.d by this L..... If the Bas. R.nt Increesee g the t.rm of this L.ase, Less.. shall,
upon wrl\l8n requeat from Lessor, deposit additional monies with Lessor 10 that the ount of the S.curity D.positshall at all times
bear the sam. proportion to the increased Bas. R.nt as the initial Securi t bore to the Initial Baa. R.nt Shouid the Agreed
Use be am.nded to accommodat. a mat.rlel chang. in the busin .... or to accommodate a subl.ssee or assigne., Lessor
shall have the right to Increase the Security D.posit to th necessary. In Lessor's r.asonabl. judgm.nt. to account for any
increased wear and tear that the Premises may suff. result thereof. If a chang. In control of Leese.' occurs during this Lease and ~
following such chang. the financial condition .. Is. In Lessor's ressonabl.judgm.nt, significantly reduced. L.ss.. shall deposit
such addlUonal monle. with L.eeIor sufficl.nt to caus. the S.curlty D.poslt to be at a comm.rcIaIly reasonable I.vel based
on such chang. In financial n. Lessor shall not be required to keep the Security D.poslt s.parate from ils gen.ral accounts.
Within 14 days after fatIon or termination of this Leas., if L.ssor .Iects to apply the Security D.poslt only to unpaid Rent, and
otherwise wlthl ays after the Premis.s have been vacated pU,rsuant to Paragraph 7.4(c) below, L.ssor shall retum that portion 01
the S .posit not used or applied by L.ssor. No part of the Security D.poslt shall b. consid.red to be held in trust, to bear inleresl
8I'8)'fl'leM-fe. aAy meFlle. '" ~e paid ~y i.eaaee uAder INa Leilse.
6. Use.
6.1 Use. L.ss.e shall us. and occupy the Premises only for the Agr.ed Use, or any oth.r legal use which is reasonably
comparabl. thereto, and for no oth.r purpos.. L..... Ihall not use or permit the use of the Pramla.. in a mann.r that Is unlawlul,
creates damag., waste or a nuisance. or that disturb8 occupants of or causes damage to n.lghborlng premlaes or propertl.s. Oth.r than
guide, signal and seeing .y. dogs, Less.. shall not keep or allow in the Premlaee any pete, animals. birds, fish. or r.ptiles. Lessor shall
not unrsasonably withhold or d.lay Its consent to any written requ.st for a modification of the Agreed Us., so long as the sam. will not
impair the structural integrity of the Building or the mechanical or electrical systems th.rein. and/or is not significantly more bUrd.nsome
to the Project If L.ssor .I.cts to withhold cons.nt, L.ssor shall within 7 days aft.r such requ.st give written notification of same, which
notice shall include an .xplanation of L.ssor's objeellons to the chang. in the Agreed Us..
6.2 Hazardous Substances.
(a) R.portabl. Us.. RequIre Consent. The lerm "Hazardous Substance" as used In this L.ase shall mean any
product, substance. or waste whose pre.ence, use. manufactur., dlspoaal, transportation, or rei...., .Ith.r by Its.1f or in combination
with other malerlels .xpected to b. on the Pr.mlses, Is .Ither: (I) potentially injurious to the public h.alth, salety or w.lfar., the
environment or the Premia.., (II) r.gulat.d or monitored by any governmental authorily, or (ill) a bul. for potentlalllabilily of L.ssor 10
any govemmental a"ency. or third party under any applicable statute or common law theory. Hazardous Substances shall include, but
not b. IImltsd to, hyorocarDOns, petroleum, g8l01loe, and/or oNds 011 or any produotl, bywproduotl or fraotlons thereof. L..... .hall not
engage in any activity in or on the Premlsss which constitutes a R.portable Uee of Hazardous SubstancM without the .xprelS prior
written consent of Luaor and timsly compliance (at L......s expenlt) with aU Applicable Aequlrem.nte. "Reportabl. Uee" shall mean
(i) the lnatallaUon or u.. of any above or b.low ground storage tank. (D) the gen.ration. poI88sslon. storag., us., transportation, or
. dispoaal of a Hazardous Subltance that requlr.s a permit from, or with respect to which a report, notice. registration or busines. plan
is requlr.d'to be fll.d with, any gov.rnm.ntal authority. andlor (ill) the presence at the Premises of a Hazardous Substance with r.spect
to which any Applicable Requirements requires that a notice be glv.n to parsons .ntering or occupying the Premises or n.lghboring
properties. Notwithstanding the foregoing. L..... may us. any ordinary and customary materials reasonably required to b. used In the
normal cours. of the Agre.d Us., ordinary office supplies (copl.r ton.r, Uquld paper. glue, etc.) and common household cleaning
materials, so tong as such use Is in compllMce with all Applicable Requlrem.nts. Is not a Reportable Us.. and do.. not .xpose the
Premises or n.lghborlng prop.rty to any m.anlngful risk of containlnaUon or damage or .xpose L.ssor to any IiabUity th.refor. In
addition, Lessor may condition Its cons.nt to any R.portable Us. upon receiving such additional assurances as Lessor r.asonably
deems necessary to protect Its.If, the public, the Pr.mises andlor the .nvironment against damag.. contamlnaUon, injury andlor liability,
including, but notllmit.d to, th. Installation (and r.moval on or b.for. Lease .xpiration or termination) of protectlv. modifications (such
as concrete encasem.nts) andlor Incr.asing the S.curity Deposit.
(b) Duty to Inform Lessor. If L.sse. knows, or has r.asonabl. ceuse to b.llev., that a Hazardous Substance has come
to be localed in, on, und.r or about the Premises, oth.r than as pr.vlously cons.nted to by Lessor, L.ss.e shall Immediately give written
notice of such fact to Lessor, and provld. Lessor with a copy of any report, notic., claim or other documentation which it has conceming
Ihe presence of such Hazardous Substance.
(c) La.... R.m.dlatlon. L.ss.e shall not caus. or p.rmit any Hazardous Substanc. to be spill.d or releas.d in, on,
under, or about the Premises (Including through the plumbing or sanitary sewer system) and shall promptly. at Lessee's .xpens.. comply
with all Applicable Requlrem.nts and take all inv.stigatory andlor remedial aellon reasonably recomm.nded. wh.ther or not formally
order requ d, for the cleanup of any contamination of, and for the, maint.nance. security andlor monitoring of the Premises or
'II
~
IniUals
0199S.AIR Commoretal Rllal Eatato Aaaoelallon
PAGE 4
IniUals
FORM MTG-4-5/04
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m ''''~,~,
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=~~t.":::=. :: .~: ::tl9Cl8 ~ ~~!~"~= ~.:z.~~ :,.,etteII\i~MlWOlvinrrany-HuardO~t1bslanee
ie II'. he leFfll ef thi8 1..81118, lay 8F feF be8111. eF&ny thiAt f1&ny.
(d) Le....,nd.mn,f,catlon. .......lhaUlndemhify. def.nd and hold L8880r. Its agents. employees. lenders and ground
Il88Or. if any. harmIes8 from and agalnet any and a11108a of rents and/or damages. IIabIUtlea.judgments, cIaIme, lIlCp8na.., penalties.
and attomlYs' and consultants' fee. arising out of or involving any Hazardous Subatanca brought onlo the Premises by or for Lessee.
or any third party (provided, however, that Leaaee shall have no lIab1Uty under this Lease with respect 10 underground migration of an~
Hazardous Subltance und.r the Premises from areas outside of the Project not caused or contributed 10 by Lesse.). L.ssee's
obligations shsU incIud., but not b. limited 10, the .ffects of any contamination or Injury 10 perean. property or the .nvironm.nt cr.ated
or suffered by LeaH.. and the cost of Invlltlgatlon, removal. remediation, realoratlon and/or abatem.nt, and shaU survive the expiration
or termination of th1a L..... No termination, cancellation or rei.... agreem.nt .ntered Into by L8880r and LII8.. shall rei.... Lessee
from its obligallona und.r this L.ase with respect 10 HazardoUS Substances. unl.se sp.c1l\ca1ly lO'agreed by L...or in writing at the
time of such agreement '
(.) Leeaor Ind.mnlflcatlon. Lesaor and ita succeseors and aeslgns shaIIlnd.mnlly. d.fend. reimburse and hold Lessee,
Ita employe.. and I.nd.ra. harm.... from and agalnat any ancI all .nvlronm.ntal damage8, IncIucIlng the coat oflWnlediatlon, which are
.uff.red u a direct ra.ult of Hazardou. SubatanCl' on the Praml... prior 10 L..... taking po.....1on or which are cauaed by the groBS
negligence or willful misconduct of Lessor, ita ag.nts or .mpIoy.... Lessor's obllgatlon'a. u and when required by the Appliceble
R.qulr.m.nts. .halllnclud., but not be limited to, the cost of Inv.sllgation. removal. remedial1on, resloratlon and/or abatement. 'and shall
survivl the expiration or t.rmlnation of this Lease.
(I) Inv..tlgatlon. and Remedlatlona. Lessor shall retain the" responsiblUty and pay for any Investigations or remediation
measures required by gov.rnm.ntal enntill having jurladlctlon with r..peet 10 the existence of Hazardous Substance. on the pr.mises
prior to L..... taking poaaeaa\On. un.... auch remediation m.asure Is required as a result of Leaaee'. u.. (including .A1terations., as
defined in paragraph 7..3(a) below) of the Pr.mlses, In which ev.nt L..... .ha11 be responalbl. for .uch paym.nt L..... .hall
cooperate fully In any such activiti.. at the request of L.ssor, including allowing Leseor and LISSOr's agents,lo have r...onable access
to the Premi... at reasonabl. times In order 10 carry out Lessor'8 Inve8tIgative and remedial responsibilities.
(g) Le810r T.rmlnatlon Option. If a Hazan:Iou8 Subatance Condition (see Paragraph 9.1 (e)) occurs during the term of
this Lease. unless Less.. Is legally responalble therefor (In which case L.ane shall make the investigation and r.medlatlon thereof
required by the Applicable Requirements and this Lllle shall continue in full force and effect, but subject 10 LISSOr's rights under
Paragraph 6.2(d) and Paragraph 13). Ll880r may. at Lessor'. option, either (I) invlltigate and remediate 8uch Hazardous Substance
Condition. U required. as soon .. r.asonably possible at L8880r'. .xpen... In which event this Lease shsU continue In full force and
eIlect. or (II) U the eatIrna*J cost 10 remedlate 8uch condition exce8d8 12 timll the then monthly Base Rent or $100.000, whichever is
greater, give written notice 10 L...... within 30 days after reCeipt by LlSSOr of knowIedg. of the occurrence of auch Hazardous
Subatance Condition. of LIS8Or'a desire to terminate this Lease .. of the date 60 days foUowlng the date of such notice. In the .v.nt
Lessor elects 10 give a termination nob. lII8" may. within 1 0 days thereafter, give written notice 10 Lessor of L.ssee's commitment
to pay the amount by which the cost of the remediation of auch Hazardoua Substance Condition .xceeds an amount equal to 12 limes
the then monthly Base Rent or $100.000. whlchev.r Is greater. Less.. ahall provide Lessor with said funds or aatisfactory assurance
thereof within 30 days foUowlng 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 Les..e does not give such
notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified
in Lessor'a notice of termination.
8.3 Le...... Compliance with Appllcabl. Requirements. Except as otherwise provided In this Lease. Lessee shall, at
Lessee's sole expense. fully. dDigently and In a timely manner. materially comply with aU Appllcabl. R.qulram.nta, the requirements of '-.
any appllcabl. lire lnaurance underwriter or rating bureau, and the recommendations of Lessor'8 engineers and/or consultants which
relate In any manner to auch Requirements. without regard to wheth.r said Requlrementa are now in effect or become eff.ctive alter
the Start Date. L....e ahaIl, within 10 days alter receipt ofl888Or'a written request. provld. L.ssor with copl.. of all permita and other
documents. and other Information evidencing LII8.... compUance with any Appllcabl. Requirements specilled by Lessor. and shall
immediatsly upon receipt. notify Lessor In writing (with cople' 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 Preml..s to comply with any Applicable
Requirements. Ukewlse, Lessee shall immediately give written notice to Lessor of: (I) any water damage 10 the Premises .and any
suspected .eepage. pooling. dampnlSS or other condition conducive 10 the production of mold; or (i1) any mustiness or other odors that
might indicate the preaence of mold In the Premises.
6.4 lnapectlon;' Compliance. Leasor and Lessor's "Lender" (as defined in Paragraph 30) and conaultants shall have the
right to .nter Into Premises at any time, In the case of an emergency. and otherwise at reasonable times after ressonable notice, lor the
purpose of Inspecting the condition of the Premises and for verifying compliance by LlSSe. with this Lease. The cost of any such
inspections 8ha11 be paid by LlSSOr. unl... a violation of Applicable Requirements. or a HazardoUs Subatance condition (s.e Paragraph
9.1) Is found to exist or be imminent. or the Inap.ction Is requested or ord.red by a govemmental authority. In auch case. Lessee shall
upon request relmburae Lessor for the cost of such inspection. so long as such Inspection is reasonably relsted 10 the violation or
contamination. In addition, Leane shall provide copies of all relevant material safety data sheets (MSDS) 10 Lessor within 10 days of
the receipt of written request therefor.
7. Maintenance; Repalra. Utility In.tallatlon8; Trade Fixtures and Alteration..
7.1 Le.see'. Obligation..
(a) In General. Subject 10 the provialona of Paragraph 2.2 (Condition). 2.3 (Compliance), 6.3 (Lessee's Compliance with
Applicable Requirements). 7.2 (lessor'. OblIgations), 9 (Damage or Destruction). and 14 (Condemnation), le888e ahall. at L.asee's
sole expena.. ke.p the Preml.... Utility lnatallatlons (Intended for Le....'a .xcluslve use. no matter wh.re located), and Alterations In
good ord.r, condition and repair (wh.ther or not the porUon of the Premise. requiring repaira. or the means of repairing the sam., are
reasonably or readily accesslbl. to L....., and wheth.r or not the need for such repalra occurs .. a result of LlI8ee'. use, any prior
use, the elements or the age of such portion of the Premises), Including. but not limited 10. aU equipment or facilities. such as plumbing,
HVAC equipment, .lectricaI, lighting faclliti.s, boilera, pressure veasels. fixtures, Interior waYs. Interior 8Urfaces of .xterlor walls. ceilings,
floors, windows. doors. plate gla88. and akylights but excluding any Items which are the responslblUty of Le8sor pursuant 10 Paragraph
7.2. Leseee, In keeping the Premises in good order. condlllon and repair, shaD exerci.. and perform good maintenance practices,
specifically Including the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below. Lessee's
obligations shall Include resloratlons. replacements or renewals when necessary 10 keep the Premises and all Improvements thereon or
a part thereof In good order. condition and state of repair. ' '
(b) Service Contracts. Lessee shall, at Lessee's sole expense, procure and maintain contracts, with copies 10 Lessor,
in customary form and .ubstanC6 for. and with contractors specializing and experienced In the maintenance of the following equipment
and improvementa. If &ny, If and when InataIled on the premi...: (i) HVAC equipment, (U) boll.r and preeaure v....Is. (IU) clarifiers, and
(Iv) any other equipment, If reasonably required by Lessor. Howev.r. LlS80r res.rv.. the right, ,upon nob 10 L.a.e.. 10 procure and
maintain any or all of such service contracts. and L.ssee shall reimburse Lessor, upon demand, for the cost th.reof.
(c) Failure to Perform. If Lesse. falls 10 perform LlI8ee's obUgallons under this Paragraph 7.1. Lessor may enter upon
the Premises alter 10 days' prior written notice to Leane (except In the cas. of an emergency, In which can no notice shall be required),
perform such obligations on Leane's behalf. and put the Premises in good order, condition and repair. and Lessee shall promptly pay
to Lessor a sum equal 10 115% of the cost thereof.
(d) R.placement. Subject 10 Leasee's indemniflcallon of Lessor as ..t forth In Paragraph 8.7 below, and without
. relieving Lessee of IlablIity resulting from Lessee's failure to exercise and perform good maintenance practlce8, If an Item described in
Paragraph 7.1 (b) cannot be repaired other than at a cost which Is in excess of 50% of the cost of replacing such Item, then such Item
shall be replaced by lIISor, and the coat thereof shall be prorat.d betw.en the Parties and Lessee shall only b. obligated to pay, each
month uring the remainder of the term of this Lease. on the date on which Bas. Rent Is due. an' amount equal to the product of
mu' yi cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (Ie. 1/144th
"\-
Initials
C199B-AIR Commerclll Real Estate Alloclatlon
PAGE 5
A
?'
Initials
FORM MTG-4-5I04
. ............ .--.".~....,..,...
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0..... ..
. .
pfthe cost per month). Le88ee shall pay Interast on the unamortized balance but may prepay Its obligation at any time.
7.2 LeHor's Obligation.. Subject to the provlalons of Paragrapha 2.2 (COndition), 2.3 (CompUance), 4.2 (Common Area
Operating Expenses), 6 (Use), 7.1 (Le88ee'S ObOgations), 9 {Damage or Destruction) and 14 (Condemnation), Lessor, subject to
reimburaement pursuant to Paragraph 4.2, shall keep In good order, condition and repair the foondatlons, exterior walls, structural
condition of interior bearing walls, exterior roof, fire sprinkler system, Common Area fire alarm and/or smoke detection systems, lire
hydrants, patklng Iota, walkways, parkways. driveways. ianc:lscaplng, fences, signs and utlUty systems serving the Common Areas and
all parts thereof, .. well u providing the service. for which there II a Common Area Operating Expel\l8 pursuant to Paragraph 4.2.
Lessor shaD not be obligated to paint the exterior or interior surfaces of exterior walls nor ahaIl Lessor be obligated to maintain, repair
or replace windows, doors or plate glass of the Premises. Lessee expressly waives the benefit of any statute now or hereafter In eUect
to the extent it Is \nconSIItent with the terms of this Lease.
7.3 Utility Installations; Trade FIxtU....; Alterations.
(a) Definition.. The term "Utility In.tellatlons" refera to all floor and window coverings, air and/or vacuum lines, power
panels, electrical distribution, security and fire protection systems, communication cabling, lighting fIxturM, HVAC equipment, plumbing.
and fencing In or on the Premise.. The term "Trad. plxtu...." ehaII m.an L.....'. rriachlnery and equipment that can be removed
without doing material damage to the Premlsea. The term "Alterations" ehaII mean any modUlcatlon of the Improvements, other than
Utility Installation. or Trade FIxtures, whether by acIcIItIon or deletion. ..Le.... OWned Alteration. and/or UtIUty In.tallatlon." are
dellned as Alterations and/or Utility Installations made by Lesaee that are not yet owned by Lessor pursuant to Paragraph 7.4(a).
(b) Con.ent. Lesaee shaD not make any Alterations or Utility Installations to the Premises without Lessor's prior written
consent. Le.... may, hoWever, make non-structural UUUty Installations to the interior of the Premises (exclucllng the roof) without such
consent but upon notice to \.eSIOr, .. long.. they are not vlllble from the outside, do not Involv. punoturlng, relocaling or removing the
rool or any existing walls, will not affect the .IectrlcaI, plumbing, HVAC, and/or IIf. aar.ty systems, and the cumulatlv. cost th.reof during
this Leas. as extend.d does not .xceed a sum equal to 3 month's Base R.nt In the aggregate or a sum equal to on. month's Base
Rent in anyone year. Notwithstanding the foregoing, Le.... shall not make or permit any roof pen.trations and/or Install anything on
the roof without the prior written approval of Leesor. L8I8Or may, .. a precondition to granting such approval, require Lesa.e to utilize
a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall deaIra to inake and which require
the cons.nt of the Lessor shall be presented to Leasor In written form with d.taII.d plans. Cons.nt shall be deemed conditioned upon
Lessee's: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and
speclllcations prior to comm.ncem.nt of the work, and (Iii) compUance with all conditions of said permits and other Applicable
Requirem.nts In a prompt and expeditious manner. Any Alterations or Utility Installations ahaIl be performed In a workmanlike manner
with good and sufficient materials. Le.... shall promptly upon compl.tIon fumllh L.ssor with aa-buUt plans and specifications. For work
which costs an amount In exce88 of one month's Base Rent, Lessor may condition Its col\I8nt upon Lesae. providing a lien and
compl.tion bond In an amount equal to 150% of the eetimated cost of such Alteration or Utility Installation and/or upon Less.e's posting
an additional Security Deposit with L8I8Or.. .
(c) Liens; Bonds. Lesse. ahaIl pay, when due, all claims for labor or materials fumlsh8d or alleged to have been
fumlshed to or for Le.... at or for use on the Premises, which claims are or may be secured by any mechanic's or materialmen's lien
against the Premise. or any Interest therein. L....e shall give Lessor not I... than 10 days notic. prior to the commencement 01 any
work in, on or about the Premises, and Lessor shall have the right to post notices of non-responalblllty. If L....e shall contest the validity
of any such lien, claim or demand, th.n Lessee &hall, at Its sole expense defend and protect Itself, Lessor and the Premises against the
same and shall pay and satisfy any luoh adv.rse judgment that may be rendered thereon before the enforcement thereof. If Lessor
shall requir., Lessee shaD furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim m""demand,
indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay L.ssor's attorneys'
fees and costs. .
7.4 Ownership; Removal; Surrender; and Restoration.
(a) Ownerahlp. Subject to Lessor's right to require removal or elect ownership as hereinafter provided, ali A11erations
and Utility Installations made by Lesse. shall be the properly of Lesae., but considered a part of the Premls.s. L.ssor may, at any time,
elect In writing to be. the owner of all or any specified part of the Leasee Owned Alterations and Utility InstaUatlons. Unlesa otherwise
instructed per paragraph 7.4(b) h.reof, all L..... Owned Alterations and UtlUty Installations shall, at the expiration or termination 01 this
Lease, become the properly of Lessor and be surrendered by Lessee with the Preml....
(b) R.movaL By delivery to Lessee of written notic. from Lessor not .arIler than 99 and not later than 30 days prior 10
lhe 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 t.rmination of this Leas.. Lessor may r.quire the removal at any time of all or any part of any Lessee Owned Alterations
or Ul\Iily Installations mad. without th. 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 th.reof broom clean and free of debris, and In good operating order, condition and slate
of repair, ordinary wear and tear excepted. "Ordinary w.ar and tear" shall not Include any damage or deterioration that would have been
pr.vented by good maintenance practice. Notwithstanding the foregoing, If this Lease Is for 12 months or less, then Lessee shall
surrender the Pr.miaes In the same condition as deliv.red to Le88ee on the Start Date with NO allowance for ordinary wear and tear.
L.ssee shall repair any damage occasioned by the Installation, maintenance or removal of Trade FIxtures, Lessee owned Alterations
and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank Installed by or for Lessee. Lessee
shali also compl.teIy remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any
third party (except HazardOUI Substance. which w.re d.posltecf via und.rground migration from a,... outside of the Premises) even
if such removal would require Lessee to perform or pay for work that exceeds statutory requlrem.nw. Trad. Fixtures shall remain the
property of lessee and shall be removed by L888e.. MY personal property of L88888 not removed on or before the Expiration Date or
any earlier termlnatlo.n date .hall b. deemed to have b..n abandoned by Le.... and may b. disposed of or retained by Lessor as
Lessor may desire. The failure by L..... to timely vacate the Premll.. purauant to thll Paragraph 7.4(c) without the express written
consent of Lessor shaD constitute a holdover under the provisions of Paragraph 26 below.
8. Insurance; Indemnity.
8.1 paym.nt of PremIum Increases.
(a) As used herein, the term "Insurance Cost Incraase" is defined as any Increase In the actual cost of the insurance
applicable .to the Builcling and/or the Project and required to be carried by Lessor. pursuant to Paragraphs 8.2(b), 8.3(a) and 8.3(b),
("Required In.urance"). over and above the Baae Premium, as h.reinafter d.flned, calculat.d on an annual basis. Insurance Cost
Increase shall Include, but not be limited 10, requirements of the holder of a mortgage or d.ed of trust covering the Premises, Building
and/or Project, increased valuation of the Premises, Building and/or Project, and/or a general premium rate increase. The lerm
Insurance Coat Incrau. shall not, howev~r, Includ. any premium increas.s resulting from the nature of the occupancy of any other
tenant 01 the Building. If the parties Insert a dollar amount In paragraph 1.9, such amount ahaIl be oonalder.cs the "Ba.. Premium."
The Base Premium shall be the annual premium applicable to the 12 month period Immedlately preceding the Start Date. If, however,
the Project was not Insur.d for the entirety of such 12 month period, then the Base Premtum shall be the lowest annual premium
rel80nably obtalnabl. for the ReqUired Insurance II of the Start Date, usumlng the most nominal use possible of the Building. In no
ev.nt, however, shall L.ssee be responsible for any portion of the premium COlt attributable to liability In.urano. ooverag. In exc... of
$2,000,000 procured under Paragraph 8.2(b).
(b) Lessee shall pay any Insurance Cost Increase to Lessor purauant to Paragraph 4.2. Premiums for policy periods
commencing prior to, or extending beyond, the term of this Leas. &hall be prorated to coincide with the correeponding Start Date or
Expiration Date.
8.2 LIability Insuranc..
(a) Carried by L...ee. Lessee shall obtain and keep In force a Commercial General liability policy of insurance ~
ting Lesso.e and Le880r as an additional insured against claims for bodily injury, personal InjUry and prop.rty damage based upQw:))
.. (bJ lJo-l ~W or It. 90 \..\.C:...-I eF \~~UItAa\(,..e. ~1. C,,"t'~ ~"t fICO" ~b -.
c.~~'"C'ei of- St:;~... l~$\)t:ANt.6 't'b t....&~S.o~. ~
Initials
FORM MTG-4-5/04
lnilials
01998-AIR Commercial Real Estate Anoclation
PAGE 6
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or arising out 01 the ownerahlp, use, occupancy or maintenance 01 the Premises and all areas appurtenant thereto. Such insurance shall
be on en OCCUlTlnce ~ providing' lingle limit coverage In an amount not I... than $1,000,000 per OCCUITlnc8 with an annual
aggregate of not leas than $2,000,000. L888HahaI1 add LlIlIOr as an acldltlonallnaured by means of an endol'lement at least u broad
as the Insurance Service Organization's "Addltlonallnaured-Managel'l or lIIlIOrs of Premlsas" Endorsement and coverage ahaII also
be extended to Include damage caused by heat, smoke or fumes from a hostile fire. The poUcy ahaII not contain any Intra-Insured
exclusions u between Insured persons or organizations, but shall Include coverage for liab1Iity assumed under this Leue as an,
"Insured contract" for the performance of Leaaee'. indemnity obUgatlons under this Lease. The limits of said Insurance ahaIl not,
however, limit the IiabIUty of L....e nor relieve L....e of any obligation hereunde~. Leaaee.8ha\l provld. an endorsement on Its liability
poIicy(lu) which provld.. that Ita Insurance shall be primary to and not contributory with any similar Insurance carried by Lessor, whose
insurance shall be conaIdered exceas Insurance only. .
C.C"') KCarrled by Le8lOr. LlIlIOr shall maintain liability insurance as described In Paragraph 8.2(a), in addition to, and not
in lieu of, thllnaurance required to be maintained by leaHe. L.... .hall not be named as an additional inaured thersln.
8.3 Property Insurance - BuildIng, Improvements and Rental Value. '
(a) Building and Improvemenla. LlIlIOr ahaII obtain and keep In force a policy or policies of Insurance in the name 01
Lessor, with 10" payable to lIIlIOr. any ground-lllllOr, and to any Lender lnaurlng Io8lI or damage to t\)e Premiau. The amount of .uch
insurance shall be equal to the full lnaurable replacem.nt coat of the Premlaea. as the aam6lha11ex1at from time to time, or the amount
required by any Lender, but In no event more than the comm.rcially reasonable and avaUabl. Insurable value thereof. Leasee Owned
Alterations and Utility Installations, Trad. Fixture., and L....... personal p~perty shen be insured by Leas.. und.r Paragraph 8.4. If
the coverage Is avallabl. and comm.rclally appropriate. such policy or poIlc1.. shan Insure against all risks of direct physical loss or
damage (except the perils of flood and/or earthquake unleas required by a Lender), including coverage for d.brls removal and the
enforcement of any AppUceble Requirements requiring the upgrading, d.molitlon, reconatruction or replacement of any portion of the
Premises as the result of a covered Iou. SaId policy or policies shall also contain an agreed valuation provision In lieu of any
coinsurance claus" walv.r of subrogation, and Inflation guard protection causing an Increase In the annual prop.rty Insurance coverage
amount by a factor of not I... than the adjusted U.S. Department of Labor Consum.r Price Index for All Urban Consumers for the city
nearest to where the Premises are located. If such Insurance coverage has a deductlbl. claus., the deductible amount shall not exceed
$1,000 per occurrence.
(b) Rentsl 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 on. y.ar with an extended period of Indemnity for,an additional 180 days
("Rental Value I\)BUfIlnce"). Sak:llnauranoe .hali oontaln an agr.ed valuation provision In lieu of any colnauranoe claus., and the amount
of coverage shall be adjusted annually to reflect the projected Rent oth.rwlse payabl. by L....., for the next 12 month period.
(c) Adjac.nt PremIse.. Lessee shall pay for any Incr.ase In the premiums for the property Insurance of the Building
and for the Common Areu or oth.r buildings In the Project If said Increase Is caused by Lease.'s acts. omlasions, use or occupancy of
the Premises.
(d) Leaaee'slmprovements. Since Lessor Is the Insuring Party, Lessor shall not be required to Insure Lessee Owned
Alterations and Utility InaIa1Iations unless the Item In question has become the property of Lessor under the terms of this Lease.
8.4 Lea..... Property; Bu.ln... Interruption lnaurano..
(s) Property Damag.. Le..ee shall obtain and maintain Insurance coverage on all of Leasee's personaj property, Trade
Fixtures, and Leasee Owned Alterallons and Utility lnatallatlons. Such Insurance sha1I b. full replacement coat ~.rage with a
deductlbl. of not to .xceed $1,000 per occulTlnce. The proc.eds from any such lnauranoe shall be used by Leas.. for the replacement
of personal property, Trad. Fixtures and Laasee Owned Alterations and Utility Installations. Leasee shall provide Lessor with written
evidence that such insurance is In force. ~
("l a...IAA.. IntA"'lIp~ess88.Sball..ob1ain.aDd mAintAiDJols...of IRoo""" aRd 9vtra 9vp.RGO iR8YJ8Rle ift &MIWAYI
.. ..iII..ll'R.w...Io...... fer ......r IR~I":'=:' ::"e::~ :n~~=~::1I :-:1~=~~" .liI,IA.....V pn":l9n' 19'nalli~
tRlllllIG'qlllG Ilf I.,..... Ilr dlill"111II~9 to p......Rtlon of Me... II a .
(c) No R.p.....ntatlon of Ad.quate Coverage. L.ssor makes no representation that the limits or forms of coverage 01
insurance specified lierein are adequate ,to cover LeasH'S property, buslneas op.rations or obllgatlonil under this Lease.
8.5 lnaurimce Polloles. Insurance required h.reln shall be by companl.s duly licensed or admitted to transact business in
the state where the Premiaes are located, and maintaining during the policy term a "General PolicYholders Rating" of at least A-, VI, as
set forth in the moat current Issue of "Best's Insurance Guld.", or such other rating as may be required by a Lender. Lessee shall not
do or permit to be done anything which Invalidates the required insurance policies. L.ase. shall. prior to'the Start Date, deliver to Lessor
certllled copies of poUcl.. of such Insurance or certificates evidencing the existence and amounts of the required Insurance. No such
policY shall be canc.labI. or eubJ.ct to modification .xcept att.r 30 daya prior written notloe to L.aaor. L....e .hlll, at I.ut 10 days
prior to the expiration of such policies, furnish Lessor with .vldence of renewais or "insurance binders" evidencing renewal thereof, or
Lessor may order such Insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon
demand. Such poIIcIu ahaIl be for a t.rm 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, Leasee and Leasor 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 01 or
incident to the perils required to be insured against herein. The effect of such rele8888 ancl waivers Is not limited by the amount 01
insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage
insurance carriers walv. 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. Except for L.ssor'.....negllgence or Willful misconduct, Leasee shall Indemnify, protect, defend and hold
harmless the Premlaea, LlIlIOr and its ag.nts. lIIlIOr's master or ground leasor, partnera and L.ndel'l, from and against any and all
claims, loss of rents and/or damages, liens, judgments. penattles, attomeys' and consultants' fees, .xpen.es anellor liabilities arising out
of, involving, or In connection with. the use ancllor occupancy of the Premises by LeasH. If any action or proceeding Is brought against
Lessor by reason of any of the foregoing matters. Leasee shall upon notice defend the same at Leasee's expense by counsel reasonably
satisfactory to LlIlIOr and Lessor shall cooperate with Leasee in such defense. Lessor need not have first paid any such claim In order
to be defended or indemnified.
8.8 ExempUon of Lessor from Llabl\1ty. Lessor shall not be liable for Injury or damage to the person or goods, wares,
merchandise or other pRlperty of Lessee, Leasee'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, Indoor air quality, the
prosonce of meld 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 sources or places. Leasor shall not be liable for any damages arising from any act or neglect
01 any other tenant of Ll880r nor from. the failure of Le..or to enforce the provl8lona of any oth.r I.... In the ProjecL Notwithstanding
Lessor's negligence or breach of this Lease, Lessor shall under no circumstances be liable for Injury to Lessee's busineas or for any
loss of income or profit therefrom.
8.9 Fallura to ProvIde Insurance. Leaaee acknowledges that any failure on its part to obtain or maintain the Insurance
required herein will expose Lessor to risks and potenUally cause Lessor to Incur costs not contemplated by this Lease, the extent of
which will be extremely dllficull to ascertain. Accordingly. for any month or port/on thereof that Lessee does not maintain the required
.insurance aneIIor does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance,
the Base Rent shall be automatically increased. without any requirement for notice to Lessee, by an amount equal to 10% of the then
existing Baae Rent or $100, whichever Is greater. The parties agree that such increase in Base Rent represents fair and reasonable
compe aatlon for the additional risk/costs that L.lJ8Or will Incur by reason of Leasee's failure to ",alntaln the required Insurance. Such
inereas in B Rent shall In no event constitute a waiver of Leasee's Default or Breach with respect to the failure to maintain such
.
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FORM MTG-4-5104
mUals
Cl1888-AIR Commercial Real Eatste Asaoclatlon
PAGE 7
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insurance. prevent the exercise of any of the other rights and remedies granted hereunder. nor relieve Lessee of its obligation to maintain
lhe Insurance speclfi.d In thia Lea.e.
9. Damage or De.tructlon.
9.1 Definition..
(a) "p,.ml... Partial Damage" shall mean damage or de.truotlon to the improvementa on the Preml..., other than
Lesse. Owned Alterations and Utility Installatlona. which can rusc)nably be repP'ed In 3 montha or leu horn the date of the damag,
or d..truction. and the coat thereof do.. not exceed a sum equal to 8 month's Baae Rent t.eaaor ahaII notify Lessee In writing within
30 daya from the date of the damage or destruCtion as to whether or not the damage III Partial or Total. Notwlthatandlng the foregoing,
Premiaes Partial Damage ahall not lnoIude damage to window', doors; and/or other similar Items which Le...e has the responsibility to
repair or replace pursuant to the provisions of Paragraph 7.1. .
(b) "PremJsea Total De.tructlon" shall mean damage or de,atructlon to the improvemants on the Premises, other than
Lessee Owned Alterations and Utility installations and Trade Fixtures. which caMot reasonably be repaired In 3 months or less from the
date of the damage or destruotlon and/or the coat thereof exceeds a sum equal to 8 month.s Baae Rent Lessor shall notify Lessee in
writing within 30 daya from the date of the damage or destruction as to whether or not the damage ia Partial or Total.
(c) "In.ured Lo.... .haIl mean damage or d..tructlon to Improv.m.nta on the P...ml.... other than Les.ee Owned
Alleratlons and Utility Installation. and Trade fixtures. which was caused by an ev.nt required to be cov.red by the Insurance described
In Paragraph 8.3(a), Irrespective of any deductible amounts or coverage limits Involved. .
(d) "R.placement Coat" lIhaII mean the coat to repair or rebuild the improvem.nts owned by Lessor at the time of the
occurr.nce to their condition exlating immediately prior th....to. lnoIudlng d.molltlon, d.brls removal and upgrading r.qulred by the
operation of Applicable Requirements. and without deduction for depreciation. .
(e) "Hazardous Substance Condition" shall mean the occurrence or diaCOvery of a condition Involving the presence of,
or a contamination by, a Hazardou. Sub.tance as defined In Paragraph 6.2(a), In. on. or und.r the Preml.e. which require. repair,
remediation, or restoration.
9.2 Partial Damage _ In.ur.d Loas. If a Premises Partial Damage that Is an Insured Loss occurs, then Lessor shall, at
Lessor'. expense. ...palr such damage (but not L....e's Trade Fixtures or L....e Owned Alterations and Utility Installations) as soon
as reasonably po..lble and this Lease shall continue In full force and effeot; provided. however. that Lesa.e shall. at Lessor's election,
make the repair of any damage or destruction the total cost to r.palr of which Is $10.000 or I.... and. In such event, Lessor shall make
any applicable insurance proceeds avaJlable to Lessee on a reasonable basis for that purpose. Notwlthatandlng the foregoing, 11 the
required insurance was not In force or the Insurance proceeds are not sufflclent to effect such repair. the Insuring Party shall promptly
contribute the shortage In proceeds as and when required to complete said repairs. In the evant, however. such shortage was due to
the fact that, by reason of the unique nature of the improvements. full replacem.nt cost Insurance coverage was not commercially
reasonabl. and available. Lessor shall have no obligation to pay for the shortage In Insurance proceeds or to fully restore the unique
aspects 01 the Premises unless Lessee provides Lessor with the funds to cover same. or adequate assurance thereof. within 10 days
following receipt of written notice of such shortage and r.qu..t 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 u reasonably possible and this
Lease shall remain In full force and effecl If such funds or assurance are not received. L8880r may neverthele88 elect by written notice
10 Lesse. within 10 daya th.reafter to: (I) make such restoration. and repair as is commercially reasonable with Lessor paying any
shortage in proceeds. In which case thia Lease shall remain In full foroe and effect, or (Ii) have this Lease terminate 30 days thereafter.
Le88.. shall not be entitled to relmburs.ment of any funds contributed by Lessee to repair any such damage or destruction. Premises
Partial Damag. due to f\ood or earthquake shall be subject to Paragraph 9.3, notwlthatandlng that there may be some insurance
coverag.. but the net proceecla of any such lnaurance shall be made available for the repairs If made by either Party.
9.3 Partial Damage _ Uninsured Lo... If a Pr.mia.. Partial Damage that Is not an Insured Lo88 occurs, unless caused by
a negligent or willful act of Lessee (In which .vent Lessee shall make the repairs at L....e.s expense). Lessor may either: (I) repair
.uch damage as soon u reasonably possible at Lessor's expense, In which event this Lease shall COAtInue in full force and effect. or
(iI) terminate this Leue by giving written notice to Leasee within 30 days after receipt by Lessor of knowledge of the occurrence of .uch
damage. Such termination ~haIl b. effective 60 days following the date of such notice. In the event Lessor elects to terminate thl.
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 without reimbursement from Lessor. Lessee shall provide Lessor with said. funds or
satisfactory assurance th.reof within 30 daya after making such commitment In such event this Lease shall continue In full force and
effect. and Lessor Ilhall proceed to make such repairs as soon as reasonably possible after the requl..,cl funds are available. If Lessee
does not make the required commitment, this Lease shall terminate as of the date specified In the termination notice.
'9.4 Total Destruction. Notwithstandln9 any other provision hereof. If a Premises Total D..tructlon occurs, this Lease shall
lerminate 60 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct
of Lessee. Lessor aha\I have the right to recover L8880r'S damages from Lesaee. except as provided in Paragraph 8.6.
9.5 Damage Near End of T.rm. If at any time during the last 6 months of this Lease there Is damage for which the cost to
repair exceeds one month'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 giving a written termination notice to Le...e within 30 days after the date of occurrence of
such damag.. Notwlthatandlng the foregoing, If Le...e at that time has an exercisable option to extend this Lease or to purchase the
Premis... then Lessee may pres.rve 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 earlier of (I) the date which is 10 days after
Less.e's receipt of Lessor's written notice purporting to terminate this Lease, or (II) the day prior to the date upon which such option
expires. If L.88ee duly exercises such option during 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 thia Lease shall continue in full force and effecl 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 t.rminatlon notice and Lessee's option shall
be extinguished.
9.6 Abatement of Rent; L......s RemedIes.
(a) Abatement. In the event of Premiaes Partial Damag. or Premises Total D..truction or a Hazardous Substance
Condition for which Lessee is not responsible uncIer 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 .xceed the proceeds received from the Rental Value insurance. All other obligations of Le88ee hereund.r shall be performed
by Lessee, and Lessor shall have no liability for any such damage, destruction. remediation, repair or restoration except as provided
herein.
. (b) Remedies. If Lessor shl\ll be obligated to repair or restore the Premises and does not commence. in a substantial
and meaningful way. such 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 le88 than 60 days following the giving of such notice. If Less.. 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' r.palr or restoration is commenced within such 30 days. this Lease shall continue in full force and effect. "Commence"
shall mean .Ith.r the unconditional authorization of the preparation of the required plans, or the b.glnnlng of the actual work on the
Premises. whichever first occurs.
.9.7 TermlnaUoni Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an
equitable adjustment ahall be mad. conceming advance Base Rent and any other advance paym.nts made by Lessee to Lessor.
Lessor shall. In addition. retum 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
IniUals
0l99S-AIR Commercial Resl E.tate AlloclaUon
PAGE 8
~
FORM MTG-4-5104
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d~structlon of the Premises with respect to the tennination of this Lease and hereby waive the provisions of any present or future statute
to the extent Inconaistent herewith.
10. Real Property Taxea.
10.1, O.nnIUon..
(a) "Real Property Tax..." As us.d h.reln, the tenn "Real Prop.rty Tax.... .haD lncIud. any fonn of ass.ssment: real
estate, g.neral, .pecI&1, 0ftIInary or .xtraordlnary, or rental levy or tax (oth.r than 1nh./ttan08, peraonallncom. or ..tat. taxe.):
improv.m.nt bond: and/or I10ense fee imposed upon or I.vled against any Iega1 or equitable Intereet of I.e88or In the Project, Leasor's
right to oth.r Income th.reflom, anellor Lessor's busInese of leasing, by any authority having the direct or indirect power to tax and where
the funds are generated with reference to the Project address and where the proceeds 80 generated are to be appUed by the city, county
or oth.r local taxing authority of a jurlsdlcUon within which the Project Is located. The tenn "Real Property Taxes" shall also include any
tax, fee, levy, assessment or charge, or any increase therein: (I) imposed by reason of events occurring during the tenn of this Lesse,
including but not Umlted to, a change in the ownership of the Project, QI) a change in the Improvements thereon, anellor (Iii) levied or
assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease.
(b) "Sase Real Property Tax..... As used herein, the tenn "Sea. R.a1 Property Tax.... shaD be the amount of Real
Property Taxes, which are assessed against the Premises, BuDding, Project or Common Areal In the calendar yesr during which the
Lease is executed. In calculating Real Property Taxes for any calendar year, the Real Property Taxe. for any real estate tax yesr shall
be included in the calculation of Real Property Taxes for such calendar year based upon the number of days which such cal.ndar year
and tax year have In common. .
10.2 paym.nt of Taxe.. Except as otherwise provld.d in Paragraph 10.3, L8880r shall pay the Real Property Taxes
applicable to the Project, and said paymenta .hall be Included In the calculation of Common Area Operating Expens.s in accordance
with the provisions of Paragraph 4.2. .
10.3 AddIUonallmprov.m.nts. Common Area Operating Expenses shall not Include Real Property Taxes specified in the
tax ass.ssor'. recorda and work .heeta as being caused by addltlonallmprov.manta pIaoed upon the Project by oth.r I....es or by
Lessor for the excluaiv. .njoyment of .uch other I....... Notwithstanding Paragraph 10.2 h.reof, L..... .haIl, however, pay to Lessor
at the time Common Area Operating Expenses are payable under Paragraph 4.2, the entirety of any Increase in Real Property Taxes If
assessed solely by reason of Alterations, Trade Fixtures or Utility InstaJIatIonsplaced upon the Premises by Lessee or at Lessee's
request or by reason of any alterations or Improvements to the Premises made by Lessor subsequent to the execution of this Lease by
the Parties.
10.4 Joint AsseasmenL 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 detennlned by Lessor from the respective valuations ..signed In the assessor's work sheets or such other Infonnation
as may be reuonably available. Leaaor'. reaaonable determination thereof, In good faith, shaD be conclusive.
10,5 per.onal Property Taxe.. Lesaee shall pay prior to deUnquency all taxeI ......ed against and levied upon Lessee
Owned Alterations and Utllty Installations, Trade Fixtures, furnishings, equipment and all pereonal property of Lessee contained In the
Premises. When possibl., Lessee shall cause its Lessee Owned Alterations and UtlUty 1nsta1latlons, Trade Fixtures, fumlshings,
equipment and all other personal property to be assessed and blUed separately from the real property of Lessor. If any of Lessee's said
property shall be assessed with Lessor's real property, Lesaee shall pay Lessor the taxes attributable to Leasee's property within 10
days aller receipt of a written statement setting forth the taxes applicable to Lessee's property.
11. UUlltles and Service.. Lessee shall pay for all water, gas, heat, light, power,'teIephone, trash disposal and other utilities and
service. supplied to the Premises, together with any taxes thereon. Notwithstanding ths provisions of Paragraph 4.2, If at eny time In
Lessor's sole Judgment, Lessor determines that L....e is using a disproportionate amount of water,. eleotrlclty or other commonly
metered utilities, or that Le.... is generating such a Iarg. volume of trash as to require an Increase In the size of the trash receptacle
and/or an Incre... In the number of times per month that It is emptied, then Lessor may Increase L.esHeI. Base Rent by an amount
equal to such increased coats. There shall be no abatement of Rent and Lessor shall not be liable In any respect whatso.ver for the
inadequacy, stoppag., Interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair
or other caUlS beyond Lessor's reasonable control or In cooperation with govemmental requelt or directions.
12. A..lgnment and SubletUng.
12.1 Lea.or'a Consent Required.
(a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "aaalgn or
assignment") 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
01 Lellsee 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, tranafer, leveraged buy-out or otherwise), whether or not a fonnal assignment or hypothecation of this Lease or
Lessee's asseta occurs, which results or wlU reault In a reduction of the Net Worth of L..... by an amount greeter 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 L.... to which Leaaor may withhold Ita consent. "Net Worth of Le.see" shall mean
the net worth of Lesaee (axcluding 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 nec.sslty of any notice and grace period. If Lessor elects to treat such unapproved
assignment or .ubletting .. a noncurable Breach, Lessor may either: (I) tennlnate this Lease, or (0) upon 30 days written notice, increase
the monthly Bass Rent to 110% of the Base Rent then In effset. Furth.r, In the ev.nt of such Breach and rental adjustment. (I) the
purchase price of any option to purchase the Premise. held by L..... shall be subject to similar adjustment to 110% of the price
previously in effect. and (Ii) all fixed and non-fixed rental adjustmenta scheduled during the remainder of the Lease tenn shall be
increased to 110% of the scheduled adjusted rent.
(e) L.sse.'s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or
injunctive relief.
(I) Lessor may reasonably withhold consent to a proposed assignment or subletting If Lessee is In Default at the time
consent Is requested.
(g) Notwithstanding the foregoing, allowing a dlminimua portion of the Premises. ie. 20 square feet or less, to be used by
a third party vendor In connecUon with the installation of a vending machine or payphone shall not constitute a subletting.
12.2 Terms and CondlUona AppJlcable to A..lgnment and SubleWng.
(a) Regardl... 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 L...e, (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
perfonned by Lessee.
(b) Lessor may accept Rent or perfonnance 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 Lessor's right to exercise its remedies for Lessee's Default or Breach.
(c) Lessor's consent to any assignment or subletting shall not constitute 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 Leese. 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.
s) Each request for consent to an assignment or subletting shall be in writing, accompanied by Information relevant to
,.I
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Cl998.AIR Commercial Resl E.tate Anoct.tlon
PAGE 9
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FORM MTG-4.5/04
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L85IOr'S determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee,
including bUt not limited to the Inlllnded UN and/or requ\recl modUlcatlon of the Premises, if any, tog.ther with a fee of $500 as
consideration lor L.uor'a consid.rlng and proceeaing said request. L..... .g..... to provld. L.l8Or with such other or additional
Inlormatlon and/or docUmentation .. may be reaeonably requ.sted. (See a\sO Paragraph 36)
(f) Any aulgnee of. or sublesse. uncI.r. this Lesse shall, by reaeon of.cceptin9 such assignment, entering Into such
sublease. or entering Into possession of the Premises or any portion thereof. be d..med to have assumed and agr.ed to conform and
comply with each and "".ry term. cov.nant, condition and obligation herein to be observed or performed' by Lessee during the term of.
said assignmant or sublnH, other than such obligations as are contrary to or Inconsistent with provisions of an assignment or sublease
to which LeSlOr has speclllca1ly consented to In writing.
(g) L88IOr'8 consent to any assignment or subletting shall not transfer to the assign.. or subl.ssee any Option granted
to the orlginalLesse. by thIa L.as. unl.ss such transfer Is apeolllcally consented to by L.ssor In writing. (S.e Paragraph 39.2)
_ 12.3 Additional T.rma and Conditions Appllcabl. to Subl.ttlng. Th.followlng terms and conditions shall apply to any
subletting by Lesse. of all or any part of the Prem\se8 and shall b. d..med Included In all subleases und.r this Lease whether or not
expr.ssly Incorporated therein: - -
(a) Leasee h.reby assigns and transfers to Lessor all of Lessee's Interest In all Rent payable on any subl.ase, and Lessor
may collect such Rent and apply same toward Lessee's obligations uncIer this Lease: provided. however. that until a Breach shall occur
in th. performance oflAaH.'s obllgatlona. La.... may ooI\eCt saki R.nL In the ev.nt that the amount coG&eted by Lessor_o.:.:ca6ds
Leas..'S then outstancllnQ obligations any such .XC8811 8haII b. refunded to 1....... La880r shall not, by reason of th.foregoin9 or any
assignment of such sublea8., nor by reason of the ooI\8CtIOn of R.nt, be d..medllable to the sublessee for any failure of Les..e to
perform and comply with any of Lessee's obligations to such sublessee. .L..... hereby Irrevocably authorizes and directs any such
.ubls..... upon receipt of a wrltt.n notice from L.880r stating that a Breach .xlllW In the performance of L....e'. obligations under
this L.ase, to pay to L8AOr all R.nt due and to beCOme due uncI.r the .ublease. Sublease. .haIl rely upon any .uch notlc.from Lessor
and shall pay all R.nta to Lessor without any obligation or right to Inquire as to wh.ther .uch Breach .xlsts. notwithstanding any claim
Irom Less.e to the contrary.
(b) In the ""ent of a Breach by Less... L...or may. at Its option, require subl....e to attom to Lessor, in which event
LeSlOr shall undertake the obligation. of the subl88lOr under .uch .ubleas. from the tim. of the .xercls. of said option to the expiration
01 such .ublease: provided. however. L.ssor shall not be llabl. for any prepaid rents or s.curlty deposit paid by such subless.. to such
sublessor or for any prior Defaults or Breaches of .uch sublessor.
(c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor.
(d) No suble..ee shall further assign or .ublet all or any part of the Premises without Lessor's prior written consenL
(e) L88IOr shall deliver a copy of any notice of Default or Breach by L.ssee to the sublessee, who shall have the right to
cure the D.fault of Lessee within the grace period. If any. spec\fledln such notice. The suble..ee shall have a right of reimbursement
and offset from and against Lessee for any such Defaulls cured by the subl...ee.
13. Default; Breach; Remedies. .
13.1 Default; 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 lailure of Lessee to cure such Default within any appticable grace period:
(a) The abandonment of the Premls.s: or the vacating of the Premises without providing a commercially reasonable level
of security, or where the coverage of the property insurance described In Paragraph 8.3 Is Jeopardized as a re.ult th.reof, or without
providing reasonable assurances to minimize pot.ntlal vandalism.
(b) The failure of Le..ee to make any paym.nt of Rent or any Security Deposit required to be made by Lessee hereunder,
whether to Lessor or to a third party. wh.n due. to provide reasonable .vldence of Insurance or surety bond. or to fulfill any obligation
und.r this Lesse which endangers or threatens life or prop.rty, where such failure contlnu.s for a p.rlod of 3 business days following
written notice to Lessee.
(c) The commission of waste. act or acts constituting publiC or private nuisance. and/or an lIIegal activity on the Premises
by Lesse.. where such actions continue for a period of 3 business days following written notice to Le...e.
(d) The failure by Lessee to provide (I) reasonable written .vldence of compliance with Applicable Requirements, (il) the
service contracts. (til) the rescission of an unauthorized assignment or subleltlng. (Iv) 81\ Estoppel Certificate, (v) a requested
subordination. (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requt)sted under Paragraph 41, (viii) material
data safety sh.ets (MSDS). or (IX) any other documentation or Information which Lessor may reasOnably require of Lessee under the
terms of this Lease. where any such failure continue. for a period of 10 days following written notice to Leasee.
, (e) A Default by Less.e as to the terms, cov.nants, 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). (c) or (d). above, where such Default continues lor a
period of 30 days after written notice; provided. however, that if the nature of Lesse.'s Default Is such that more than 30 days are
reasonably required for Ita cure. th.n It shall nct be deemed to bea Br.ach if Lessee commences such cure within said 30 day period
and thereafter dlllgentiy prosecutes such cure to completion.
(I) The occurrence of any of the following evenls: (i) the making of any general arrangement or asslgnm.nt for the benefit
01 creditors; (II) beCOming a "debtor" as defined in 11 U.S.C. ~ 101 or any successor statute thereto (unl.... In the case of a petition
filed against Leasee, the aame Is dismissed within 60 day.): (Iii) the appointment of a trustee or rec.lver to take poss.ssion 01
substantially all of 1........ assets located at the Premises or of Le...e's Interest in this Lease. wh.re possession is not restored to
Lesse. within 30 days: or (Iv) the attachment, execution or other Judicial selzur. of .ubstantially all of L...ee's assets located at the
Premises or of Lessee's interest In this Lease. where such s.lzure is not discharged within 30 clays: provided. however, In the event that
any provision of this subparagraph Is contrary to any applicable law. such provision shall be of no force or ellect, and not allect the
validity of the remaining provisions. .
(g) The discovery that any financial statement of L....e or of any Guarantor glv.n to Lessor was materially fals..
(h) If the performance of Le...e'. obligations under this Lease Is guaranteed: (I) the death of a Guarantor, (il) the
termination of a Guarantor's liability with respect to .this Lease other than In accordance with the t.rms 01 such guaranty, (iii) a
Guarantor's beCOming Insolvent or the subject of a bankruptcy filing. (Iv) a Guarantor's refusal to honor the guaranty. or (v) a Guarantor's
br.ach oflla guaranty obligation on an anticipatory basis, and L.ssee's failure. within 60 days following wrltt.n notice of any such event,
to provide written altematlv. assurance or security. which. when coupled with th.th,n .xlstlng resource. of L.ssee, equals or exceeds
the combined financial resources of Lessee and the Guarantors that existed at the time of ex8cutlon of this Lease.
13.2 Remedies. If Le.... falls to perform any of Ita affirmative duties or obligations. within 10 days alter written notice (or In
cas. of an .mergency. without notice). Lessor may, at Its option, perform such duty or obligation on Lesse.'s behalf. Including but not
limited to the obtaining of reasonably requited bonds, Insurance policies. or govemmentalllcense., permits or approvals. Lessee shall
pay to Lessor an amount equal to 115% of the costa and exp.ns.. Incurred by Lessor in .uch performanCe upon receipt of an Invoice
therelor. In the event of a Breach. Lessor may. with or without further notice or demand, and without limiting Lessor In the .xercis. 01
any right or r.medy which Lessor may have by reason of such Breach:
(a) T.rmlnate Less.e's right to possession of the Premi.e. by any lawful means. In which case this Lease shall terminate
and Lessee shall immediately surrender possesalon to Lessor. In .uch event Lessor ahall b. entitled to recover from Lea.ee: (I) the
unpaid R.nt which had b..n eamed at the tlm. of termination; (II) the worth at the time of award of the amount by which the unpaid rent
which would have been .amed alter termination until the time of award exceeds the amount of such rental loss that the Lessee proves
could have be.n r8&lOnably avoided; (i1i) the worth at the tlm. of award of the amount by which the unpaid rent for the balance 01 the
term alter the time of award exceeds the amount of such rental loss that the Lessee prove. could be reasonably avoided: and (Iv) any
other amount necessary to comp.nsate Lessor for all the detriment proximately caused by the L...ee's lallure 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 01
reco g pos,ession of the Premises, expenses of reletting. Including necessary renovation and alteration of the Premises, reasonable
att e s' f . and that portion 01 any leasing commission paid by L.ssor in connection with this Lease applicable to the unexpired term
Initials
01998-AIR Commercial Real Estate Aasoclatlon
PAGE 10
~"I
olUas
FORM MTG-4-5/04
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01 this Lease. The worth at the time of award of the amount referred to In provIaIon [Iii) of the Immecllately preceding sentence shaD be
compuled by dIIoountlng euoh amount at the diIcount ..... of the Federal R...rv. Bank of the D111rict within which the Premiaes are
IocaIecI at the Urn. of award plus on. percent. Efforts by Leuo~ to mWgate ~g.. cauaed by Le...... Breach of thIe L.... .hall
not walv. Lessor's right to nICO\I.r damag.. under Paragraph 12. If termination of this Laue Is obtained through the provl8lonal remedy
of unl8w1u1 detainer. LellOl'shall have the right to I'IICCMIr In auch proceeding any unpaIc:I Rent and damag.. as are recoverable therein.
or Lessor may reserve the right to recov.r all or any part thereof In a separate.uIt. If a notice and grace period required under Paragraph
13.1 was not previously given. a notice to pay rent or quit, or to perfonn or quit given to LeaHe und.r the unl8wful detainer statut. shall'
aI80 conatitute the notice required by Paragraph 13.1. In such case. the appl1cabl. grace p.rlod requlred'by Paragraph 13.1 and the
unlawful detainer etatut. ehaII run concurrentiy. end the failure of L..... to cure the Default within the greater of the two .uch grace
periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for In this Lease
and/or by said statute.
(b) Continue the Lease and Less.e's right to poss.ssion and 'recover the Rent as It becomes due. in which event Lessee
may sublet or aaalgn. subject only to reuonabl. Ilmltallona. Acts of maintenance. efforts to relet. and/or the appointment of a receiver
to protect the Leseor's Interem. .hall not con.tltute a tennlnat10n of the L88888'S right to posseselon.
(c) Pursue any other remedy now or hereafter available under the laws or Judlc1aI dec1alons of the state wherein the
Premises are located. The ~Iration or tennlnatlon of this L.ase and/or the termination of tessee's right to possession shall not relieve
LeaHe from IlabWty. und.r any indemnity provlalons of this Lease as to matters occurring or accruing during the tenn 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 Leseee of any cuh or oth.r bonus. Inducement or conalderat1on for Lesa.... .nterlng Into thIe Lease. all of which concessions
are hereinafter ref.rred to as "Inducein.nt Provlalona". shall be deemed cond1tloned upon L.....'. full and faithful perfonnance of
all of the t.rms, cov.nants and conditions of thIe L.ase. Upon Breach of thIa Lease by L....e. any such inducement Provision shall
automaUcal1y b. d..med deleted from this Le... and of no furth.r force or effect. and any rent. other oharge. 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 Leasee. Th. acceptance by Lessor of rent or the cure 01
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 staled In writing by Lessor at the time of such acceptence.
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 which will be extremely difficult to ascertain. Such coste Include. but are not limited
to, processing and accounting charges. and late charges which may be Imposed upon Leasor by any Lender. Accordingly. if any Rent
shall not be received by Lessor within 5 days after such amount shall be du.. then. without any requlrem.nt for notice to Lessee. Lessee
shall immediately pay to Leuor a one-tlm.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 resson of such
late payment. Acceptence of such late charge by Lessor shall in no event constitute a waiver of Leseee's Default or Breach with respect
to such overdue amount. nor prevent the .xercise of any of the other rights and remedies granted hereunder. In the event that a late
charge is payable hereund.r. whether or not collected, for 3 consecutive Installments of Base Rent, then notwithstanding any provision
01 this Lease to the contrary. Base Rent shall, at Leasor's option. become due and payable quarterly in advance.
13.5 Interest. Any monetary payment due Leasor h.reunder. other than late charges. not received by Lessor. when due as
to scheduled paym.nts (such as Base Rent) or wfthln 30 days following the date on which It was due for non-scheduled payment, shall
bear Interest from the date wh.n du.. as to schedUled paymente, or the 31et day after it was due as to non-scheduled payments. The
Intereat (!'Interest") charged shall be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed by law.
Interestls payable in addition to the potential late charge provided for In Paragraph 13.4.
13.6 Breach by Leasor.
(a) Notice of Breach. Lessor shall not be deemed In breach of this Lease unless Lessor falls within a reasonable time
to perlonn an obligation required to be perfonned by L8880r. For purpos.. of thIe Paragraph. a re'aaonable time shall in no event be
less than 30 days after receipt by L.asor, and any Lender whose name and addre.. shall have been fumlahed Lesse.ln writing for such
purpose. of written notice specifying wherein such Obligation of Lessor has not been perfonned; proviljed, however. that if the nature of
Lessor's obligation Is such that more than 30 deys are reasonably required for Its perfonnance. thel\ Lessor shall not be In breach if
performance is comm.nced within such 30 day period and thereafter dil1gently pursued to corilpletlon.
(b) Performance by Le.... on B.half of Lessor. In the event that neither L8880r 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 perfonn 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 reimbursement from Lessor for any such expense In excese of such offset. 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 pow.r (collectively "Condemnation"), this Lease shall tennlnate as to the part taken as of the date the condemning
authority tak.' tlti. or po..esaIon, whlch.v.r fl...t occu.... If more than 10% of the floor area of the Unit, or more than 25% of Lessee's
Reserved Parking Spaces. Is taken by Condemnation. Lessee may. at Leseee's option, to b. exercised In writing within 10 days after
Lessor shall have given L....e written notice of .uch ta1clng (or In the abs.nce of such notice, within 10 days after the condemning
authority shall have taken posseseion) tennlnate this Lease as of the date the condemning authority takes such po..eselon. If Lessee
does not tennlnate this Lesse In accordance with the foregoing. this Lease shall remain In full force and effect as to the portion of the
Premiaes remaining. .xcept that the Bas. 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 sev.rance damages; provided, however, that
Lessee shall be entitled to any compensation for Leseee's relocation expenses. loss of bualness goodwill ancllorTrade Fixtures. without
regard to whether or not this Lease Is tenninated pursuant to the provisions of this Paragraph. All Alteretions and Utility Installations
made to the Premises by Leasee. for purposes of Condemnation only. shall be considered the property of the Lessee and L.ssee shall
be entitied to any and all compensation which Is payable therefor. In the event that this Lease Is not tennlnated by reason of the
Condemnation. Lessor shall repair any damage to the Premises caused by such Condemnation.
16. irel""" fila . -,,,
15.1 Additional Commission. In addition to the payments owed pursuant to Paragraph 1.10 above. and unlesuessor and
the Brokers otherwise agree in writing. Lessor agrees that: (a)lf Leseee exercises any Option. (b) if Lessee acqu rOrii Lessor any ~
rights to the Premises or other premises o\4ln.d by Lessor and located within the Project. (c) if Leseee ~ in possession of the ;:">J
Premises, with the consent of Lessor, after the .xplratlon of this Lease. or (d) If Base R.nt Is i8c1. whether by agreement or
operation of an escalal10n clause herein. then, Lessor shall pay Brokers a fee In accord . the schedule of the Brokers In effect
al the time of the .xecul1on of this Lease.
15.2 Assumption of Obligations. Any buyer or transferee ssor's Interest in this Lease shall be deemed to have
assumed Lessor's obligation hereunder. Brokers shall be third n.ficlarles of the provisions of Paragraphs 1.10. 15. 22 and 31.
If Lessor falls to pay to Brokers any amounts due as an erage fees pertaining to this Lease when due, then such amounts shall
accrue Interest. In addition. If Lessor falls to amounts to Lessee's Broker when due. Lessee's Broker may send written notice
to Lessor and Lelia.e of such failure a essor fails to pay such amounts within 10 days after said nollce, Lessee shall pay said
monies to Its Broker and offset ounts against Rent. In addition, Lessee's Broker shall be deemed to be a third party beneficiary
of any commission nt entered into by anellor between Lessor and Lessor's Broker for the limited purpose of collecting any
brokerage fee .
Rapr...ntatlons and Indemnities of Broker Relationships. Lessee and Lessor each represent and warrant to the
d ". dea1ifl1l8 with aRY lie MeR, flIfft, "feller er finder te\fter than tl'le Brellers, if any) In connection-with-thlrl:ease.
~
Initials
Cl998-AIR Commorclll ROil Estlto Alloclltion
PAGE 11
~
FORM MTG-4-5104
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aAII lIlal AllllA8 alAlr 111M .alII RaMIE! 8rekeflH&.eAIiIllE! te My-6GlftfftieeieA-er-ftMe~neotierHle . r
do each hereby ag,.. to indemnify. protlOl. defend and hold the ' or compensation or charges
which may be claimed b a . r party by reason of any dealings or acllona of the Indemnlfylng
. , eye4ees reuonably1l'1eUrred-wilh-reSpecHhereto.
16. Estoppel Certificates.
(a) Each party (as "Responding party") shall within 10 days after written nolice from the other party (the "Requesllng
Party") execute, acknoWledge and deliver to the Requesllng Party a statement in writing In form similar to the then most curren~
"Estoppel Certificate" fonn published by the AIR Commercial Real Estate Association, plue such ad~lIonallnlormation, confirmation
and/or slatements as may be reasonably requested by the Requesting Party. '
(b) If the Responding party shaD fall to execute or deliver the Estoppel Certilicate within such 10 day period, Ihe
Requesting party may .xecute an Estoppel Certificate stating that (I) the Lease Is In full foroe and effect without modllication except as
may be represented by the Requesting Party, (II) there are no uncured defaults in the Requeetlng Party'. performance, and (ill) If Lessor
is the Requesllng 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 pltrt thereof, Le...e and all Guarantors shall
deliver to any potential lender or purchaser designated by Lessor such flnanclal statllments as may be rear.onably required by iluch
lender or purchaser, including but not limited to Lessee's financial statements for the past 3 years. 'All such flnanclalstatemenls shall
be received by Lessor and such lender or purchaser in confidence and shall be ueed only for the purposes herein set forth.
17. Definition of LeNOr. The term "Leaaor" as used herein shall mean Ule own.r or owners at the time In qu.stion of the fee title
to the Pr.mises, or, If this 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 tranaieree or assignee (in cash or by credit) any unused Security Deposit held
by Lessor. Except as provided In Paragraph 15, upon.uch transfer or assignment and delivery of the Security Deposit, as aforesaid,
the prior Lessor shaD be reUeved of all Uablllty with reapect to the obligations and/or covenants under this Lease thereafter to be
performed by the Lessor. Subject to the foregolng, the obligations and/or covenants In this Lease to be performed by the Lessor shall
be binding only upon the L.ssor 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 "day." as used In this Lease shall mean and refer 10
calendar days.
20. LlmltaUon on Uabl\1ty. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor, or ilS
partners, members, directors, officers or shareholders, and Lessee shall look to the Premises, 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 against 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 obselVed 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
matler mentioned herein, and no other prior or contemporaneous agreement or 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 InvestlgaUon as to the nature, quality,
character and financial ""ponslblllty of the other Party to this Lease and as to the use, nature, quality and character of the Premises.
Brokers have no r.sponslblllty with respect thereto or with respect to any default or breach hereof by either Party. The liability (including
court coSts and attorneya' fees), of any Broker with respect to negotiaUon. execution. delivery or performance by either Lessor or Lessee
under this Lease or any amendment or modification hereto shaU be limited to an amount up to the fee received by such Broker pursuant
10 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 NoUce 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 mall or U.S. Postal SelVlce Express Mall,
with postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given \I selVed In a manner specified In this
Paragraph 23. The addresses noted adjacent to a Party's signature on this Le~ s.... be that party's address for delivery or mailing
of notices. Either Party may by written notice to the other specify a different addiess for notice, except that upon Lessee's taking
poss.ssion of the Premises, the Premises shall constitute L....e.s address for notice. A copy of all notices to Lessor shall be
concurrently transmitted to such party or patties at such addresses as Lessor may from time to time hereafter designate In writing.
23.2 Data of NoUce. Any notice sent by registered or certified mall, return receipt requested, shaD be deemed given on the dale
of delivery shown on the receipt card, or If no delivery date Is shown, the postmark thereon. If sent by regular mall the notice shall be
deemed given 48 hours after the same Is addressed as required herein and mailed with postage prepaid. Notices delivered by Uniled
States Express Mall or overnight courier that guarantae 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 deUvered via delivery or mall. If notice
is received on a Saturday. Sunday or legal holiday, It shall be deemed received on the next bUllln... 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 olher
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
lhe provision or provisions of this Lease requiring such consent. The acceptance of Rent by Lessor shaD not be a waiver of any Default
or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of monies or damages due Lessor,
notwithstanding any qualifying statements or conditions made by Lessee In connection therewith, which such statements and/or
condlllons 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.
26. 918slee....s Regardl"G The-NattSlll of a Realt.tata Apncy-ReIa . . ./
(a) When .ntering Into a diecusslon with a real estate agent regarding a real estate transaCtion, a Lessor or L should -::,>)
from the outset understand what type of agency relatlonahlp or representation it haI with the agent or agents In th action. Lessor
and Lessee acknowiedge being advised by the Brokers In this transaction. as follows:
(I) LeNOr'S Agenf. A Lessor's agent under a listing agreement with the Lessor the agent for the Lessor only.
/>.. Lessor's agent or subagent has the following affirmative obligations: To ~ LeNar: A C1uty of utmost care, Integrity, honesty,
and loyallY In dealings with the Lessor. To the Lessee and fhe Lessor. a. DiUgent , e of reasonable skWs and care in performance
of the agenrs dulles. b. A duty of honest and fair dealing and good faith, uty to disclose all facts known to the agent materially
affecllng the val,ue or dHlrablllty 01 the property that are not known thin the dOlgent attention and obselVatlon of, the Parties. An
agent Is not obligated to reveal to either Party any confld nformatlon obtained from the other Party which doe. not Involve \he
affirmative duties set forth above.
Qi) Lessee's Agent. An a agree to act as agent for the Lessee only. In these situallons, the agent is nol the
Lessor's agent, even If by agreeme agent may receive compensation for selVlce8 rendered, either in full or In part from the Lessor.
An agent acting only for a e has the following affirmative obligations. To the Lessee: A fiduciary duty of utmost care, integrity,
honesty, and loyal lings with the Lessee. To the Lessee and the Lessor. a. DUigent exercise of reasonable skills and care in
performance agenrs duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent
mat' affactlng the value or desirability of the property that are not known to. or within the diUgent attention and obselVation of, the
. Iigal6d to I!yeal to althel Part) any-confl.clefttiaHnformat~btainecHrom-the"oIhe, rarty-whic.l, does-nol
,---
niUals
01998.AIR Commercial Roal Eatate Asaoclatlon
PAGE 12
~s
FORM MTG-4-5104
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iftYOl;i8 1~8 .MitmaN.. dtatitl. Ht k,.tI. abO.6.
(iD) Agent Re",...nting Both LfIUOr and Leas... A real ..tate ag.nt, eith.r acting directly or through 0 more
associate Ucenses. can l.gaIIy be the ag.nt of both the LfIUOr and the Lease. In a tranaacIIon, but only with the and cons.nt 1J
of both the Lessor and the Le..... In a dual ag.ncy IItualIon, the agent haa the following affIrmatlv.. ~ th the Lessor and
the Le....: L A fiduciary duty of utmoat care. integrity, honesty and Joe In the dealings with or the L.es.e. b. Other
dutie. to the Le8Iot and the L..... .. stated above In subparagraphs I) or (0). In re LeI80r and L....e. the ag.nt may
not without the expre.. pennlnJon of the re.pectlve Party. dlsolo8e to e oth.r P L8880r wW accept rent In an amount lees
than that Indicated In the IIaIIng or that the L..... Is wiDing to pay a hlgh.r that off.red. Th. above duties of the agen, In a
r.aI estat. transsctlon do not reDev. a Lessor or.L....e from the res ty to protect their own Interests. Lessor and Leesee should
car.fuUy read all agreements to aesur. that th.y adequate es their understanding of th8 transaction. A r.al .state ag.nt is a
person qualified to advise about real estat.. If legal ijdvlse Is desired, consult a competent profesaJonal.
(b) Brokers have no responslbl respect to any default or breach hereof by elth.r Party. Th. Parti.s agree that no
lawsuit or other legal proceeding any breach of duty, .rror or omission relating to this L...e may b. brought against Broker
more than on. y.ar after the te and that tha UabUIty (including court costs and attomeys' fees). of any Broker with r.sp.ct to any
such Iswsult and/or I Ing shall not exceed the fee received by such Broker pursuant to this L....; provided. however. that
the foregoin on on .ach Broker's IlabUity shall not b. applicabl. to any gross negligence or wUlful ml8conduct of such Broker.
Buy.r and SeDer agree to Identify to Brokers as "Co.nfidentiar any communication or Information given Brokers that is
. liaJ. '
26. No Right To Holdov.r. L..... haa no right to retain possesaJon of the Premises or any part thereof beyond the expiration or
termination of this L...e. In the ev.nt that L..... holda ov.r, then the Base Rent ahaU be Inoreued to 1 ~ of the Sase Rent
applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Lessor to
any holding over by Leesee.
27. Cumulatlv. R.m.dl.s. No remedy or election h.reund.r 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 Agreem.nt. All provisions of this Lease to be observed or performed by Lessee
are both covenants and conditions. In construing this Lease. all heaclings and titles are for the conveni.nce of the Parties only and shall
not be conald.red a part of this L..... Whenever required by the context, the singular shall includ. the piural and vie. versa. This.
Lease shall not be construed as If prepared by one of the Parties, but rather according to its fair meaning.. a whole, as if both Parties
had prepared it.
29. Binding Eff.ot; Choice of Law. This Lease shall be binding upon the parUes, their p.rsonal representatives, successors and
assigns and b. govemed by the laws of the State In which the Premises are located. Any litigation between the Parties hereto
conceming this Leas. shall be initiated In the county In which the Premises are located.
30. Subordination: Attornm.nt: Non-Dlaturbance. '
30.1 Subordination. This L.... and any Option granted h.r.by 8hall be 8ubject and subordinate to any ground lease.
mortgage, deed of trult, or other hypothecation or security d.vlce (coUectIv.ly. "S.ourlty Device"), now or hereafter placed upon the
Premises, to any and all aclvance8 macle on the security thereof. and to all renewals, modifications, and extensions thereof. Leesee
agrees that the hold.rs of any such Security Devlce8 (In this L.ase togeth.r referred to as "Lend.r") shall have no liability or obligation
to perform any of the obUgationa of Lessor under this L..... Any Lender may elect to have thl8 L.ase and/or any Option granted hereby
superior to the lien of Its Security Device by giving written notice thereof to Lessee, whereupon this Le... and such Options shall be
deemed prior to such Security Device, notwithstanding the relative date8 of the documentation orrecorclation thereof.
30.2 Attornment. In the ev.nt that L8880r transfers title to the Premisea, or the Premises are acquired by another upon the
loreclosure or termination of a Security Device to which this Le... is subordinated (I) Leesee shall, subject to the non-disturbance
provisions of Paragraph 30.3. attom to 8uch new owner, and upon request, enter Into a new lease, containing all of the terms and
provisions of this L...e, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will
automatically become a n.w leas. between Lessee and such n.w owner, and (II) Lessor shaD thereafter be relieved of any further
obligations hereunder and such new owner shall assume all 01 Lessor's obligations, except that such new owner shall not: <a) be liable
lor 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 defens.s which Lessee might have against any prior leseor. (c) be bound by prepayment of more than one month's rent, or
(d) be liable for the retum of any security depoait paid to any prior lessor.
30.3 Non-Dlaturbance. With respect to Security Devices entered Into by Lessor after the execution of this Lease, L.ssee's
subordination of thia L.... shall be subject to receMng a commerola1lyreasonabl. non-dlsturbance agreement (a "Non-Disturbance
Agraement") from the Lender which Non-Disturbance Agre.ment provides that Leesee's poeseesion of the Premls.s, and this Lease,
including any optlona to .xtend the term h.reof, will not be disturbed eo long as Leesee Is not In Breach h.reof and attoms to the record
owner of the Pr.mlses. Further, within 60 days after the .xecutlon of this Lease, Lessor shall use Its commercially reaeonable efforts
to obtain a Non.DlaturbanCe Agre.m.ntfrom the holder of any pre-existing Security Device which Is 8ecured by the Premises. In the
event that Lessor Is unable to provide the Non-Disturbance Agreement wI>>>>n said 60 days, then L.ssee may, at Lessee's option, directly
contact Lender and attempt to negotlate for the .xecutlon and delivery of a Non-Disturbance Agreement.
30.4 S.If-Ex.outlng. Th. agr..menta contained In this Paragraph 30 shall be effective without the execution of any further
documents: provided, howev.r, that, upon written request from LeslOr or a Lend.r In connection with a saI., financing or refinancing 01
the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any
subordinatlon, attomment and/or Non-Disturbance Agreement provided for her.in.
31. Attorn.y.' F.... If any Party or Broker brings an action or proceeding Involving the Premises whether founded in tort, contract
or equity. or to declare rights h.reunder, the Prevailing Party (as hereafter defined) In any such proceeding. action, or appeal thereon.
shall be entitled to reasonable attomeys' fees. Such f.es may be awarded In the same suit or recovered In a separate suit, whether or
not such action or pl'OO8ec1lng Ie pursu.d to d.c11lon or Judgment. The term. "Prevailing Party" Ihalllnclud., without limitation, a Party
or Broker who substanUaUy obtains or defeats the relief sought, as the case may be, whether by compromls., nttlem.nt, Judgm.nt, or
the abandonment by the other Party or Broker of Its claim or defense. The attomeys' fees award shall not be computed In accordance
with any court fee acheduIe, but shall be such as to fully reimburse all attomeys' fees reasonably Incurred. In addition, Lessor shall be
entitled to, altomeys' f.... costa and ellp.nae. Inourred In the preparation and ..rvice of notice. of Default and consultatlons in
connection therewith. whit, th.r or not a legal action i. .ubeequently commenced in connection yti.tft_ sllCh D.fault or resulting Breach ~
($200 Ia a reasonable minimum per occurrence for such services and consultation). S~6 RP\JEMD\).I\ t.Gt 0 u.::s ~,/J
32. Lessor's ACClH'; Showing Preml.e8: Repairs. L.esor and Lessor's agents shall have the right to .nter the Premises at any
time, In the cas. of an em.rgency, and otherwise at reasonable times after reasonabl. prior notice for the purpose of showing the same
lo prospective purchasera. tend.rs, or te~nts. and making such alterationa, repairs, Improvem.nta or addltlona to the Preml8es as
Lessor may deem n.ceuary or desirable and the er.ctlng, u8ing and maintaining of utilities, 8ervlCe8, plpe8 and condultathrough the
Preml8es andlor other premises as long.. there 18 no material adverse effect on Lessee's use of the Preml8es. All such activities shall
be without abat.m.nt of rent or liability to Lessee.
33. Auctions. Lessee shall not conduct, nor p.rmit to be conducted. any auction upon the Premises without Lessor's prior written
consent. Lessor shall not be obligated to exercise any standard of reasonablenees In determining whether to permit an auction.
34. Signs. Lessor may place on the Premises ordinary "For Sale" signs at any time and ordinary "For Lease" signs during the last 6
months of the term h.reof. Except for ordinary "For Sublease" signs which may be placed only on the Premises, Lessee shall not place
any sign upon the Project without Lessor's prior written consent. All signs must comply with all ApplIcable Requlrem.nts.
,35. TermlnaUon; Merger. Unless specifically stated otherwise In writing by Lesaor, the voluntary or other surrender of this Lease by
Lessee, the mutual termination ot cancellation hereof. or a termination hereof by Lessor for Breach by Lessee. shall automatically
terminate any subl.... or I.sser .state in the Premises: provided, however, that Lessor may elect to continue anyone or all existing
su e . es. Lessor's failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such
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lesser interest, shall constitute Lessor's election to have such event constitute the termination of such Interest.
36. con.ents. Except u otherwise provided herein, wherever In this L.... the consent of a party Is required to an act by or lor the
other party, such consent shall not be unreasonably withheld or-delayed. l.N8Or'. actuaJ reuonabIe ooats and expenses (Including but
not limited to aJd\Itecte', attomeys', englneera' and other consultants' fees) Incurred In the conald.ratIon of, or reaponH to, a request
by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or tha presence or use of a
HazardOUS SubStanCe, shall be paid by Lessee upon receipt of an invoice and supporting doCUmentation therefor. Lessor's consent to
any act, assignment or subletting ahaII 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 than exlatlng Default or Breach. except as may be otherwise .peclfIcaIly steted in writing
by L8IIOI' at the time of auch consent. The failure to specify herein any I)UtlcUIar condition toleUOr'a consent .hall not preclude the
imposition by Lusor at the time of consent of auch further or other condltlona u .... then reuonabIe with reference to the particular
matter for which consent Is being given. In the event that either party disagrees with any determination made by the other hereunder
and reasonsbly requeata the nt880ns for such determination, the determining party shall fumlsh its reasons In writing and in ressonable
detail within 10 business days following such request.
37. Gu.rantor.
37.1 Exeoution. The Guarantora, If any, shall each execute a guaranty In the form most recently published by the AIR
commercial Real Estate A88OCIatlon. .
37.2 Default. It IhaII constitute a Default of the Leasee If any Guarantor falla or refuses, upon request to provide: (a) evidence
of the executiOl'l of the guaranty, Including the authority of the party .Ignlng on Guarantor'a behalf to obligate Guarantor, and In the case
of a corporate Guarantor, a certified copy of a resolution of Its board of directors authorizing the making of such guaranty, (b) current
financial statemente. (c) an Eatoppel Certll1cate, or (d) written confirmation that the guaranty Is still In effect.
38. Quiet Po......on. Subject to paym.nt by Leasee of the R.nt and performance of all of tha oovenants, COI'ldltions and provisions
on Lessee's part to b. ob88rved and performed under this Lease. Lessee shall have quiet pol88salon and quiet enjoyment of the
Premises during the term hereof.
39. Option.. If Lessee Is granted an option, as defined below, then the following provisions shall apply.
39.1 D.flnltlon. "Option" shall mean: (a) the right to extend the term of or renew thIa Lease or to extend or renew any lease
that Lessee has on other property of Lessor; (b) the right of first refusal. or first offer to Ieaae .Ither the Premises or other property 01
Lessor: (c) the right to purchase or the right of flrat refusal to purchase the Premises or other property of Lessor.
39.2 Option. p.rsonal To Original Le.aes. Any Option granted to Lesaee In this Lesae Is personal to the original Lessee,
and cannot be assigned or exercised by anyone other than said original LelSee and only while the original Lessee is In full possession
of the Premises and, if requested by Lel8Or, with Lessee certifying that Lessee has no Intention of thereafter assigning or subletting.
39.3 Multlpl. Options. In the event that L81888 has any multiple Options to extend or renew this Lease, a later Option cannot
be exercised unless tha prior OptlOl'lS have been validly exercised.
39.4 Effect of Default on Options.
(a) L..... 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 Defauli Is cured, (II) during the period of time any Rent Is unpaid (withoUt regard to whether notice
thereof Is given Le...e), (ID) during the tlm. Lessee Is In Breach of this Le.... or (Iv) In the ev.nt that L..... has been given 3 or more
notices 01 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 exerclsed 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 01 the
Option, if, after such exerclsa and prior to the commencement of the extended term or completion of the purchase, (I) Lessee lails to
pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof). or (i1) If Lessee
commits a Breach of this Lease.
40. Security Measurea. 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 protecUOI'l of the Premises, Lessee, Its agents and Invltees and their proparty from the acts of third parties.
41. Reservatlona. Lessor reserves the right (Q to grant, without the consent or joinder of Leasee. such easements, rights and
dedications thst Lessor deems necesssry, (i1) to cause the recordation of parcel mapa and restrictions, and (ill) to create and/or instail
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. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate
sucl'l rights.
42. Performance Under Protest. \I 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 protest" and suoh 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 adjuclglliJhat there was no legal obligation on the part 01 seid Party
to pay such sum or any part thereof, said Party shall be entitled to recover euch eurn or so much thereof as It was not legally required
to pay. A Party who doee not initiate suit for the recovery of sums paid "under protest" within 6 months shall be deemed to have waived
its right to protest such payment.
43. Authority; Multlpl. Partlee; execution.
(al If either Party hereto is a corporation, trust, Umited \lability 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, deliv.r to the other Party aatisfactory evidence of such authority.
.. (b) If this Lease is executed by more than one person or entity as "Leasee", each euch person or entity shall be jointly
and severally \IabIe hereunder. It is agreed that anyone of the named Lessees shall be empowered 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 if all 01 the named
Lessees had executed such document.
(c) ThIs Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument. .
44. Conflict. Any confDct between the printed provisions of this Lease and the typewritten or handwritten provisions shall be controlled
by the typewritten or handwritten provisions.
45. Offer. Preparaticln of this Lease by either party or their agent and submisSion of same to the other Party shall not be deemed an
offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all 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 suoh reasonable non-monetary
...
4=
PAGE 14
FORM UT" .
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0l998-AIR Commercial Real e.tate Association
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modifications to this Lease as may be reasonably required by a Lender In connection with the obtaining of normal financing or refinancing
of the Premises.
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48. Mediation and Artlltratlon of Disputes. An Adslendum requiring the Mediation and/or the Arbitration of disputes between the
Parties andlor Brokera arising out of this Lease (lis gs Is not atlached to this Lease.
49. Americana with D.-mtles Act. Since compliance with the Amerloans with Disabilities Act (ADA) Ia dependent upon Lessee's
specifiC use of the Premia... Lessor makes no warranty or repreaentatlon as to whether or not the Premls.. comply with ADA or any
similar legislation. In the event that Lessee's use of the Premises requires modlllcatlons or additions to the Premises In order to be in
ADA compliance. Lessee agrees to make any such necessary modlllcatlons and/or additions at 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 AIR COMMERCIAL 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 CONDmON OF THE PREMISES. SAID
INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRI!SENCE (IF HAZARDOUS SUBSTANCES,
THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDmON OF THE ROOF AND OPERATING SYSTEMS,
COMPLIANCE WITH THE AMERICANS WITH DISABILmES 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 signatures.
on:
Lo~ p,.~'}~-c..J""oo,.
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Execullld at: San Bernardino
on: 10/18/05
By LESSEE:
EXKUled at:
By LESSOR:
l
Alln: AtIn:
liUe: 11Ue:
Address: Address:
Telephone: ( ) Telephons: ( )
Facsimile: ( ) Facsimile: ( )
Emall: Emall:
federallD No. Federal 10 No.
These forms are often modified to meet chsnglng requIrements of law and needs of the Industry. Always writs or call to make sure you sre
utilizing the most currant form: AIR COMMERCIAL REAL ESTATE ASSOCIATION, 700 South Flower Street, Suite 600, Los Angeles, CA 90017.
(213) 687-87n.
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RENT ADJUSTMENT(S)
STANDARD LEASE ADDENDUM
Dated .llmp'l, ?OO')
By and Betwe.'f1.,.e8s\)r~ World Plaza. ILC
(Lessee) City of San Bernardino
Address of Premises: 1535 HiMland Avenue. Suite C
San Bemardino. California
'IAgraph 50
~ RENT ADJUSTMENTS:
The ~ rent for eech month of the Idjustment peril:ld(s) specllled below shill be tllen ..-1 ustncI!he melhod(s) IndIc:ated below:
Chec:k Melhod(a) 10 be Used end FlIn ApploprialeIy)
] L 8<Nt.A U.Mg Adj4.lll....t.Mfat (G9l:AJ
.. On (FIt In COLA 08\eS):
he Base Rert shill be lIdjusted by the c:hInge. If Int. from the Base MorGI spec:IIed below. In the ConsII1ler Price IndeX of the lIII'eIII of SlaUstlc:s of the
J.s. o..p.MlIllt of Labor for (seleCt one):D CPI W (UIban WIfJ8 Eamets IIId Clerical Wortlers) Ol 0 CPI U (AI UrbIn Consu'nel'S (fI1n Urban Area):
. .AIl~
,982-1984.'00). hefeIn referreclloas .cpr.
b. The monIhIy NI1l payable In ICCOIdance~Jta~ fJ.a. oMta Addenlb1t.... be .. follows: the Base Rn set fOlth In peragraph
'.s of the lIIIac:hed Lease, shaI be ndIpIed by . ftadIon lIII runerator or whIc:n snaI be the CPI of CIIendar I11Cll-.Jl 2 ~ pilar 10 the monIh(s) speclfted In
.-.graph","I.a. above during which the IIdjuslment Iatotake effect. end lhedet.o."lItorof shill be the CPI ofthec:alendarmcnhwhlc:h Is 2~ prior to
MIec:t one): 0 the first ~ of the tenn of this Lase .. set falth In JlIIlICPlIh 1.3 McriII1 Ol 0 (FIt In Other "Sase McnI1"):
. The IdIlI so .... 0CIIlIIIlIM lie new monIhIy M herU1der. but In no event. shalerry such
_ monlhIy rent be less than the rent payable for the I11Cll-.JlImmedlat lie rent adjusIrneIt.
c. In the -.t the compIalIon 8ndI0l lie cPt shill be ~erred to IllY GIher ~ cIepaItnW1l Ol Weill 0( agency Ol shan be
1isoontIraIId. then the Indelc most nearly !he same .. I shill be used 10 n18IGe such CIIcI......... In the ewnt lhIt !he Plrties cannot egree CllI such allemallve
ndex. then the mailer shall be stbnIIIed for .IIlII ~ ~ ~.,.OGIaIlaA Ill. a~ I DldIlICt wiIh the then rules of said Assoc:lIllon and the decision
"lhit .I'bl".... shaft be binding upon the . The eRst o"fI.sIld Ad\ftrati9l,..... be peld ecMIY by the Parties.
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tt:-tt~Hhe na. MRV-wIll
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:T1=
RENT ADJUSTMENT(S)
Page t of2
FORM RA-3-8/00E
112000 . American Industrial Real Estate Association
:~.II..4 ~,"..td..~. Ir 8gl4!.'n~,.tcalRd b(. readledwlf,;,.tIWt) daJ~. U~I'.
. . <a) lessor and lessee ahal Immediately appoint a mlAually acceptable apprais<< or broker 10 ntab&sh the ~ MRV within
~ a~fed costs will be apllt equaUy between the Parties, or
(b) Both lesl!Of' and lessee ahan each immediately make a reasonable detennlnallon or the MRV and a
'bItratlon In IICCOI'danc:e with the following prcMslons:
(I) WIlhln 15 days thereafter, lessor and Lessee shan each select an 0 appraiser or (-Consubnt- . check one) of their choice
, act as an arbitrator. The two arbitrators so appointed shan Immediately select a third mutu,ally acceptable 10 act .s . third arbitrator.
(h) The 3 arbitrators shall wltJ\ln 3Cl ~.. d the lIRDOin1rnenl or
remises Is, and whether lessor's or lessee's 1Ubmitte4l MR""the ~~. of a majority or the arbitrators shaD be binding on the Parties. The
Jbmitled MRV which Is determined to be the closest to tile ~"st,all useqoythe Parties.
(Hi) If either of the Parties fal" ; ~ f.'ithin the SI1Clrled t 5 days, the arbitrator tlmely appointed by one or them shan
ach a decision on his Of' her own. and said decision . on the Parties.
arbitration shall be paid by the party whose submitted MRV is not selected, Ie. the one that is NOT the closest
the foregoing, the rww MRV shall not be less than the rut payable for the month immediately preceding the rent acIjustmenl,
pan the establishment or each New Market Rental v.Iue:
1) \he .- MRVwII become \he rww"BaM Rent" for the Jll.IPOM of ~ "'f fUIlhIr~, and
it the fL. moIdh ef eeeh Mortal R'I\IeI.'ah........... bal:lHne the tw..1!II! MsNh'forthe "".1. af ......... .flY (_...., ^dj..&llRIAIs,~
the actual MRV.
J( In. fixed Rental AdJustment(s) (FRA)
M Base Rent WI be Inc:feased.to the foIowIng amou4ts on ti4 ~.J. fCJl1t ~
on (F111n FAA Adjustment OIIle(s)): The NeY.t s-.A..........pe:
All~lRt 1, ?non $ 1,618.65
All~lRt 1, ?no7 $ 1,667.20
All~1!'1t 1, ?noR $ 1,717.20
All~l~t 1, 2noq $ 1,768.70
NOTICE:
Unfess specified otherwise herein, notice of any such acI)ustmelU, other than Fbled Rental ~, shaI be made .. specified In paragraph 23 of the
-.
BR8I&:R'S fEE: . - .
~B.:':: ~b6 paid I B..;ket~ ~ b aadI..<,.pIlIPHlfl#4laboJlln 1111 dIj.dl..III..........161fIhe ""n
OTE. These fonns .re oft. modified to meet chaillilng ~ts or law and needs of the Industry. AJways wrIe or call to make sure you are
111lzl.;g the most current fonn: AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 700 S. Flower StNet, Suite 100. Los Angeles. Calif. 10017
RENT ADJUSTMENT(S)
Page 2 on
kUUa~: ~
oitials:
FORM RA-3-8/00E
~ooo . American Industrlat Real Estate Association
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OPTION(S) .TO EXTEND
ADDENDUM TO
STANDARD LEASE
Dated
,lImp. 21 r 2M'5
By arid Between (Lessor) l-lorl iI Pl R,7.R, r T.T r.
(Lessee) Ci ty of ~An 'RP1"'T1Arilinn
Property Address: 1535 HiWtlRnd Avpmlp., ~l1itp C
San Bernardino, California
Paragraph -5L- '
A.
OPTION(S) TO EXTEND:
"'" ac:~~\
Lessor hereby grants to Lessee the option to extend the term of this Lease for ..L additional -6Q.. month perlod(s)
commencing when the prior term expires upon each and all of the following terms and conditions: ~uU,.. o~"'" ~\.A.\'
I6e.. ... ~ ~....d o~ Jl-"'r'~\ \. ZD\O ~ ~v~ ~\, "t..O\S"
(I) Lessee gives to Lessor. and Lessor actually receives on a date which is prior to the date that the option period would
commence (if exercIsed) by at least -A- and not more than -12...... months, a written notice of the exercise of the optlon(s) to
extend this Lease for saId additlonalterm(s), time being of essence. If said notification ofthe exercise of said optlon(s) Is (are) not
so given and received, the optlon(s) shall automatically expire; said ~tlon(s) may (If more than one) only be exercised con-
secutively;
(ii) The provisions of paragraph 39, including the provision relating to default of Lessee set forth In paragraph 39.4 of this
Lease are conditions of this Option;
(iii) All of the terms, and conditions of this Lease except where specifically modified by this option shall apply:
(iv) The monthly rent for each month of the option period shall be calculated as follows. using the method(s) indicated
below:
(Check Method(s) to be Used and Fill in Appropriately)
g
I.
08St ef-I::MAg-AdjYStment(e) (COb-)
(a) On (Fill in COL Adjustment Date(s):
the
monthly rent payable under paragraph 1.5 ("Base Rent") of the attached Lease shall be adjusted by t ange, if any, from
the Base Month specified below, In the Consumer Price Index of the Bureau of Labor Statlstl e U.S. Department of
Labor for (select one): 0 CPI W (Urban Wage Earners and Clerical Workers) or 0 CPI U rban Consumers). for (Fill in
Urban Area): . All Items ~
(1982-1984 = 100), herein referred to as "C.P.I." //
(b) The monthly rent payable in accordance with para AI(a) of this Addendum shall be calculated as follows:
the Base Rent set forth In paragraph 1.5 of the attached Lease, e multiplied by a fraction the numerator of which shall be the
C.P.1. of the calendar month 2 (two) months prior to the m s) specified in paragraph AI(a) above during which the adjustment
Is to take effect, and the denominator of which sha e C.P.I. of the calendar month which is two (2) months prior to (select
one): 0 the first month ofthe term of this Le s setforth In paragraph 1.3 (HBase Month") orO (Fill In Other "Base Month"):
. The su calculated shall constitute the new monthly rent hereunder, but in no event, shall any
such new monthly rent be less t e rent payable for the month ImmedIately preceding the date for rent adjustment.
lK)
II.
Market Rental Value Adjustment(s) (MRV)
(a) On (Fill in MRV Adjustm~nt Date(s): On th~ f'i rAt rillY nf' tn~ ';1..t mnntn nf' t'n.. 'T'~nn
the monthly rent payable under paragraph 1.5 ("Base Rent") of the attached Lease shall be adjusted to the "Market Rental Value"
of the property as follows:
1) Four months prior to the Market Rental Value (MRV) Adjustment Date(s) described above, Lessor and
Lessee s~e ~ 0 establish an agreed upon new MRV for the specified term. If agreement cannot be reached. then:
Initials: Initials: "*-
OPTION(S) TO EXTEND
Page 1 012
NOTICE: The.. forma are oftan mod\Oed 10 meet changing requlramants 01 law and Induatry needl. AMayI write or can to meke sure you are ulUlzlng (he mOIl current form:
American Indullrlal RMI Ellate AIIocIatlon. 345 South FIgueroa Street, SUItt M.t, Loa Angele.. CA 90071. (2t3~ 887-87n. Fax No. (213) 887.8818.
1>1001 American Indultrlal Raal EIIIII Alloclatlon.
~~~~S~~?;:;>'~?~"i'~'-::~::::;~~~[",!;,:,~,,,C_'"~~:-:"""".-,-,,-'~c"~"'_="_"::'~''!il~':~Y'='''''''_'''~-~~~-:J<''""',-,-,,-""=~,. '-n~'f<<~':-'~"17&~~""" ,,~, ~ --,
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.. ,i) Lessor and Lessee shall immediately appoint a mutuany acceptable appraiser or broker to establish
e new MRV within the next 30 days. Any associated costa will be spilt equally between the parties. or
II) Both Lessor and Lessee shall each immediately select and pay the appraiser or broker of their choice to
.tabUsh a MRV within the next 30 days. If, for any reason, either one of the appraisals Is not completed within the next 30 days, as
ipulated. then the appraisal that Is completed at that time shall automatically become the new MRV. If both appraisals are
lmpleted and the two appralsersJbrokers cannot agree on a reasonable average MRV then they shall Immediately select a third
utually acceptable appraJserlbroker to establish a third MRV within the next 30 days. The average of the two appraisals closest
value shall then become the new MRV. The costs of the third appraisal will be split equally between the parties.
,
2) In any event, the new MRV shall not be less than the rent payable for the month immediately preceding
e date for rent adjustment.
(b) Upon the establishment of each New Market Rental Value as described In paragraph All:
1) the monthly rental sum so calculated for each term as specified in paragraph AII(a) will become the new
3ase Rent" for the purpose of calculating any further Cost of Uvlng Adjustments as specified In paragraph AI(a) above and
2) the first month of each Market Rental Value term as specified In paragraph AII(a) shall become the new
aase Month" for the purpose of calculating any further Cost of Uvlng Adjustments as specified in paragraph AI(b).
~
III.
rlxed-Rental Aeljtlstment(sl (FRA)
'he monthly rent payable under paragraph 1.5 ("Base Rent" of the attached Lease shall be Increased
.n the dates set forth below:
On (Fill In FRA Adjustment Date(s)):
1
I 3. NOnCE: Unless specified otherwise herein. notice of any escalations other than Fixed Rental Adjustments shall be
nade as specified In paragraph 23 of the attached Lease.
"'
.-.
DROI(CR'S rCE:
The nee! Cstate I3rolcers sl'eolfleelln I'are;ral'h 1.19 ef the 8ltaeh~e1 :~~!~ s~~~ be I'ald a Dl'Okerage ree lor each
ad}ttstn'lent sl'eelfleel eo'." In aeeordanee \'/fth 1'8(801'81'''' 15 8f tI'Ie att8ehed Lease.
, D. FIXED RENTAL ADJUS'n4ENTS DURIll; OPTION PERIODS:
Option Ill:
Months
61-72
73-84
85-96
97-108
109-120
New Base Rent Shall Be
Market Value Rent
Market Value Rent x 1.03 (Year 2)
Year 2 x 1 .03
Year 3 x 1.03
Year 4 x 1.0!
Initials:
Initials: ~
OPTION(S) TO EXTEND
Page 2 012
NOTICE: Theee IClIme.,e often mocIIled to milt changlng requlrementl of law and InduIlIy needL AlwWlS wrlte ClI cal to'make eure yGuarellllllzlng the moel currenl form:
Amorlcen Indv.lIlall'leall!e..te AuocIetlon. 345 South ~ Slreet. ~ M-t.l.oI Anoel... CA 1007.. (2'3)lSI7-em, Fa. No. (2.31587.8818.
0181t Amerlc.n Inelu.trl.1 A.a' ....t. A.lOcl.llon.
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ADDENDUM TO STANDARD INDUSTRIAL/COHHERCrAL
MULTI-TENANT LEASE -- GROSS
THIS ADDENDUM TO STANDARD INDUSTRIAL/COHHERCIAL MULTI-TENANT
LEASE -- GROSS ("Addendum") is entered into by and between WORLD
PLAZA, LLC, a California limited liability company ("Lessor"), and
the CITY OF SAN BERNARDINO ("Lessee"), effective this 21 day of
June 2005.
R E crT A L S
A. Lessor and Lessee are concurrently entering into a
standard Industrial/Commercial Multi-Lessee Lease -- Gross dated
June 21, 2005 ("Lease"), for the premises located at 1535 Highland
Avenue, suite C, San Bernardino, California ("premises").
B.
intended
forth in
Addendum
Addendum
The terms, covenants, and conditions set forth herein are
to and shall have the same force and effect as if set
the Lease. To the extent that the provisions of this
are inconsistent with any provisions of the Lease, this
shall supersede and control.
NOW, THEREFORE, Lessor and Lessee hereby agree as follows:
52. All Base Rent, common area operating expenses, late
charges, interest and other payments required to be made by Lessee
under the Lease shall constitute rent ("Rent'.) under this Lease for
purposes of Section 1951 of the California civil Code and all other
applicable law.
53. LESSOR IS LEASING THE PREMISES TO LESSEE IN AN "AS-IS"
CONDITION. LESSEE HAS OCCUPIED THE PREMISES PRIOR TO COMMENCEMENT
OF THIS LEASE AND IS TOTALLY AWARE OF THE CONDITION OF THE
PREMISES. LESSOR MAKES NO REPRESENTATIONS TO LESSEE REGARDING
LESSEE'S INTENDED USE OF THE PREMISES. LESSEE SHALL BE SOLELY
RESPONSIBLE TO OBTAIN ALL PERMITS NECESSARY FOR HIS INTENDED USE OF
THE PREMISES. ANY DELAYS IN LESSEE'S OPENING SHALL NOT AFFECT THE
COMMENCEMENT DATE FOR PAYMENT OF RENT. LESSEE, AT ITS SOLE COST,
SUBJECT TO REQUIRED APPROVAL BY LESSOR, SHALL BE RESPONSIBLE TO
SATISFY ALL CITY, . COUNTY, STATE AND FEDERAL REGULATIONS AND
REQUIREMENTS RELATING TO LESSEE'S USE OF THE PREMISES. ANY
CONFLICT BETWEEN THIS PROVISION AND THE PROVISIONS OF THE PRINTED
LEASE SHALL BE RESOLVED IN FAVOR OF THIS PROVISION.
54. Lessee shall immediately give written notice to Lessor of
(i) any water damage to the Premises and any suspected seepage,
pOOling, dampness or other condition conducive to the production of
mold; or (ii) any mustiness or other odors that might indicate the
presence of mold in the Premises.
l\IORlO. ADO]
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55. Notwithstanding the prov1s1on in Section 9.1, Premises
Partial Damage shall not include damage to windows, doors, and/or
other similar items which Lessee has the responsibility to repair
or replace pursuant to the provisions of Paragraph 7.1.
.
.
56. There shall be no abatement of Rent and Lessor shall not
be liable in any respect whatsoever 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 with
governmental request or directions.
57,. In addi tion to the prov is ions of section 13. 1, the
commission of waste, act or acts constituting public or private
nuisance, and/or an illegal activity on the Premises by Lessee,
where such actions continue for a period of 3 business days
following written notice to Lessee shall constitute a Breach.
58. This Lease may be executed by the Parties in
counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same instrument.
59. Americans with Disabilities Act. Since compliance with
the Americans with Disabilities Act (ADA) is dependent upon
Lessee's specific use of the Premises, Lessor makes no warranty or
representation as to whether or not the Premises comply with ADA or
any similar legislation. In the event that Lessee's use of the
Premises requires modifications or additions to the Premises in
order to be in ADA compliance, Lessee agrees to make any such
necessary modifications and/or additions at Lessee's expense.
IN WITNESS WHEREOF, Lessor and Lessee have executed this
Addendum as of the date first set forth above.
AGREED AND ACCEPTED
LESSOR:
[WORLD .ADD]
LESSEE:
CITY OF SAN ,ERNARDINO
By:
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