HomeMy WebLinkAbout27-Mayor's Office
I I
.,
C 2
,
J
4
5
6
7
8
9
10
II
12
c
C'
13
14
IS
16
17
III
18
III
19
III
20
III
21
III
22
III
23
III
24
III
25
III
26
III
27
III
28
r ~(Q)~~
RES6tUTION NO.
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO RESCINDING RESOLUTION NO. 2002-176 AND AUTHORIZING
THE EXECUTION OF A LEASE AGREEMENT BETWEEN THE CITY AND TVG
ENTERPRISES, LLC FOR RENTAL OF SPACE FOR THE CITY OF SAN BERNARDINO,
CULTURAL & INTERNATIONAL AFFAIRS OFFICE, ARTS ON 5TH MUL TlCUL TURAL
CENTER.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. Resolution No. 2002-176 is hereby rescinded.
SECTION 2. The Mayor or her designee is hereby authorized and directed to
execute on behalf of said City a Lease Agreement with TVG Enterprises, LLC for rental of
space for the City of San Bernardino, Cultural & International Affairs Ot1ice, Arts on 5th
Multicultural Center, 468 West 5th Street in the City of San Bernardino, a copy of which is
attached hereto, marked Exhibit "A" and incorporated herein by reference as fully as though
set forth at length.
SECTION 3. The authorization to execute the above referenced agreement is
rescinded if the parties to the agreement failed to execute it within sixty (60) days of the
passage of this resolution.
HEcj(TVGAgr.Res]
I
LD.~1
1/1 Iv?
June 28. 2002
I -4--~ ~
.,
c
RESOL UTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO RESCINDING RESOLUTION NO. 2002-176 AND AUTHORIZING
2 THE EXECUTION OF A LEASE AGREEMENT BETWEEN THE CITY AND TVG
ENTERPRISES, LLC FOR RENTAL OF SPACE FOR THE CITY OF SAN BERNARDINO,
3 CULTURAL & INTERNATIONAL AFFAIRS OFFICE, ARTS ON 5TH MUL TICUL TURU
CENTER.
4
5 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and
6 Common Council of the City of San Bernardino at a
meeting thereof, held on the
7 _dayof
, 2002, by the following vote, to-wit:
8 COUNCIL MEMBERS:
9 ESTRADA
10 LIEN
II MCGINNIS
12 DERRY
13 SUAREZ
14 ANDERSON
C 15 MCCAMMACK
16
17
18
AYES
NAYS
ABSTAIN ABSENT
19
20
21
22
City Clerk
The foregoing Resolution is hereby approved this _ day of
,2002.
Judith Valles, Mayor
City of San Bernardino
23
Approved as to form
24 and legal content:
c
25 JAMES F. PENMAN,
City Attorney
n (1
27 BY:\\~ 7-.~
28 rJ
26
HEcj[TVGAgLRes]
2
June 28. 2002
I I
.~,.~
STANDARD MULTI-TENANT OFFICE LEASE - GROSS
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
1. Bulc Provisions ("Basic Provisions").
1.1 PartIes: This lease ("Lease"), dated for reference purposes only Mn v 11 200 ,
and belween Tl1(' Ii"........rprf ","''1". T T f'
._.ismadeby
c
and.
('I;t)' --:I! ~~.. 1191'........,,;....,. ('..1.........1 J: T............"'..~n.....' &FF..~....
("Less"''')
("Lessee"), (co8ectively the uPartlea", or individually. MPlirty").
1.2 (a) Premises: Thai certain portion 01 lhe Project (as defined below), known as SuIte Nu~(') 1 nl;. .
1st Uoor(sl, consisting of approximately A ~e rentable square feel and approximately .1,00 useable -.quare leet
("Premises"). The Premises are locale '.: 46A UP.~t '1th Step.t . in the Chy 01
5'.1' DurAllrdf..- ,County of c...;.. 1l__.......Ah.... ,Slateof ('..1 H,,_.,h ,'withZipcode Q?..6n1 .
In addition 10 Lessee's rights to usa and occupy the Premises as hereinaher specilied, lessee shall have non-eJCdusMI rights to the
Common Areas (BS defined In Paragraph 2.7 below) as hereinafter specified. bul shall not have any righrs to the roof, the exterior walls,
Ihe area above Ihe dropped ceilings, or the utility raceways of Ihe building containing the Premises ("Building") or to any other buldlngl
in the Proj8Cl The Premises, the Building, the Common Areas, the land upon which they are located, along wtlh all other buildings and
Improvemenl!l thereon, are herein collectively referred to as the "Project." The Project consists of approximately 1 . nnn rentable
square leet. (See also Parao(8ph 2)
1.2 (b) Parking: ---1la.- unreserved and..!l!..... reserved vehicle parking spaces at a monlhly cost 01 $.....lli!....- per unreserved
space and $ ~ per reserved. space. (See Paragraph 2.6)
1.3 Term: rn..... { arsa.ncL zero mPQthsl"Orlgll'laITerm"'commWlQI)Q 12/01/01
("Commencement Da"") and ending 03 W1tfi 1:WO ~t1.On$ to :renew, eacn upuuu "~rJI~!.RIl-"). *
(Se8 also Pa,.graph 3)for b.o years. ce renew 1 ~.
1.4 Early Possession: N / A- (..Early Po.....lon DatelO).
(See also Paragtaphs 3.2 and 3.3)
1.5 Base Rent: S ~ 1 QQn per monlh ("Base Rent"). payable on the 1 .. to day 01 each month
commencing ~~. . (See also Paragraph 4) _ , .
o If this box is c , are provisions in this Lease lor the Base R~nl to be 8diuSI~
1.6 Les.ee's Share at Operating Expense Increase: {iL percent (~ %) ("Lessee's Sha,."). Lessee's Share
has been calculated by dividing the approximate rentable square foOl age at the Premises by the total approximate square footage of the
rentable space contained In the Projecl and shall nol be subject 10 revision except in connection with an BClual change in the size oIlhe
Premises or a change in the space available lor lease in the Project.
1.7 Base Rent and Other Monies Paid Upon Execution:
(a) Base Rent; $ tor the period
(b) SecurUy Deposit; $ ("Security Deposit"). (See also Paragraph 5)
(c) Parking: $ lor the period
(d) Olher:$ 9("(').('0 for n,,- t'T\.........t-i........ f......... ..A' It"t.-I'A'" -It"
(e) Total Due Upon Execution at this Lease: $ .n
1.8 Agreed Use: Cultural Exhibit space and offices
c
1.9 Base Year; Insuring Party. The Base Year is :.IC'IC'}
ParagraphS 4.2 and 8)
1.10 Real Estate Brokers: (See also Paragraph 15)
(a) Representation: The following real estate brokers (Iha "Brokers") and brokerage relationships exist in this
transaction (check. applicable boxes):
o NA
o M7\
o NA
. (See also Paragraph 6)
lessor is the "Insuring Party". (See also
represents Lessor exclusively ("Lessor's Broker");
represents lessee exclusively ("Les..... Broke....); or
represents both Lessor and Lessee ("Dual Agency'").
(b) Payment to Brokers: Upon execution and delivery 01 this lease by both Parties, Lessor shall pay to the Brokers
the brokerage lee agreed to in a separate wrihen agreement (or illhere is no such agreement, the sum of _ or _ % ollhe total
Base Renllor the brokerage services rendered by Ihe Brokers).
1.11 Guarantor. The obligations of the Lessee under this lease shall bo guaranleed by NA
("Guaranlo"'). (See aJ.o Paragraph ~7)
1.12 Business Hours tor the Building: .....!L a.m. 10"-.1:... p.m., Monday through Friday (except Building Holidays) and.J1!-
a.m. to J- p.m. on Saturday (except Building Holidays). "Building Holidays" shall mean the dales 01 observation 01 NewYe8fs Day,
President's Day, Memorial Day, Independence Day. Labor Day, Thanksgiving Day. Christmas Day, and /'J.I1 .
1.13 Lessor Supplied Services. Notwithslanding the prOvisions 01 Paragraph 11.1 ,lessor is NOT obltgaled to provide the
following:
o Janitorial services
o Electricity
o Other (specify): NA
1.14 Attlichments. Attached hereto are the following, aU 01 which constitute a part ot this lease:
o an Addendum consisting 01 Paragraphs _ Ihrough _ :
o a pial plan depicting the Premises;
o a currant set of the Rules and Regulalions;
o a Work lener;
o a janitorial sc."edule;
o other (specify): NA
c
2. Premises.
2.1 Letting. Lessor hereby leases 10 lessee, and lessee hereby leases Irom les$or, the Premises, for the term, al the
rental, and upon all of the terms, covenants and conditions set forth in this lease. Unless otherwise provided herein, any,statement of
size setlorth in this Lease, or thai may have been used in calculating Rei'll, is an approxima1ion which the Parties agree is reasona~e
and any paymenls based thereon are not subject to revision whether or nol the actual size is more or lesS. Note: Les.ee Is advised to
verify the actu81 size prior to executing this J,.ease.
2.2 Condition. Lessor shall deliver the Premises 10 Lessee in a clean condition on the Commencement Date or the Early
Possession Date, whichever first occurs ("Start o.te"), and warrants that the existing electrical, plumbing, lire sprinkler, lighting. heating,
ventilating and alr conditioning systems ("HVAC"), and all other items which tile Lessor is Obligated to conJbUd pursuant to the Work
Letter attached hereto, if any, other than lhose conslructed by lessee, shall be in good operating condition on said date.
2.3 Compliance. Lessor warrants that the improvements comprising the Premi.es and the Common Areas comply with the
building codes that were 10 effect at the lime that each such improvement, or portion thereo', was conslructed, and also with a118P.Pficabte
*Notwithstanding the provisions of Paragraph l.~ Lessee may te~1nate
this Lease at any time by giving written notice to the Lessor at least
thirty days prior to the date when such termination shall becnmp
Initials ff ,tive . PAGE 1 InIMM
o 1~merlcinlnl,itil.l R.f btalle A.saclallan FOAM OfG.1.....
0'
c
laws, covenants or restrictions of record, regulations. and ordinances ("'Applicable Requirements") in effect on the Sta,t Dale. Said
warranty does nol apply 10 lhe us. to which Lesseo will put the Premises, modifications which may be required by the Americana with
Oisabllldes Act or any sknilar laws as a result 01 lessee's use (see Paragraph SOl. or to any Alterations or Utility I"stalations (as defined
in Paragraph 7.3(8)) made Of to be made by Lessee. NOTE: Lessee Is responsible for determining whether or not the zoning and
other Applicable Requirements are appropriate for Lessee's Intended US., and acknowledges thalt past uses of the Premls.s
may no longer be allowed. II.lhe Premises do not comply with said warranty, Lessor Shalt, except as otherwise provided. promptly
ahe, receipt of wrinen notice lrom Lessee sening forth wilh specificity the nalure and extent of such non-compliance, rectify the same.
It Ihe Appficable Requirements are hereafter changed so as to require dunng the lerm of lh~ Lease Ihe oonslrUCIion ot an addilion 10
Or an altetalion of the Premises, Ihe remediation of any Hazardous Substance, or the reinforcement or other physical moclifleaUon 01 the
Premises (NCapita. Expenditure"), Lessor and Lessee shall allocate Ihe cost 01 such work as follows;
(a) Subject to Paragraph 2.3{c) below, if such Capital Expenditures are required as a resull 01 the specific and unique
use of the Premises by LesS88.as cOmpared with uses.by tenanls in general, Lessee shall be fully responsible for the cost thereof,
provided~. howeVer, that if such Capllal Expenditure. is required during the last 2 years of this Lease and Ihe costthereol exceeds 6
monlhs' Base Rent, Lessee may instead terminate this lease unless Lessor notilies Lessee, in writing, wilhin 10 days after receipt of
Lessee's termination notice that Lessor has elected 10 pay the difference between the actual cost thereof and the amount equal 10 6
months' Base Rent. I( Lessee et~ terminalion, Lessee shall immediately cease the use oltM Premises which requires such Capital
expenditure and deHver 10 Lessor wrinen nolice specifying a terminalion date at least 90 days thereafter. Such termination date shan,
however, in no evenl be eariier than Ihe last day that Lessee could legally ulilize the Premises without commencing such Capilal
Expenditure. '
(b) II such Capital Expenditure is not the result ollhe specific and unique use of lhe Premises by Lessee (such as,
governmentally mandated seismic modifications), Ihen Lessor and Lesseo shall allocate the cosl of such Capital Expenditure as 'ollows:
Lessor shall advance the funds necessary lor such Capilal Expenditure but Lessee shall be obligated to pay. each month during the
remainder of the term of this Lease, on the date on which Base Rent is due, an amounl equal to the product of munlplying Lessee's
share of the cost of such Capital Expenditure {the percentage speeilied in Paragraph 1.6 by a fraction, the numerator of which is one,
and the denominator of which is 144 (ta. 1/144th 01 the cost per monlh)). Lessee shall pay interest on the unamortized balance at
Lessee's share at a rate that is commercially reasonable in the judgment of Lessor's accountants. Lessee may, however, pr.pay ils
obllgalion at any time. Provided, however, that it such Capital Expenditure is reql,lired during the last 2 years of this Lease or if Lessor
reasonably determines that It is not economically leasible to pay its share thereof, Lessor shall have the option to terminate Ihis Lease
upon 90 days pnor written notice to Lessee unless Lessee notilies lessor, in writing, within 10 days after receipt of Lessor's t81mination
notice that Lessee wiN pay for such Capital Expenditure. II lessor does not elect 10 terminate, ~nd fails to tender its share of any such
Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, !rom Rent until Lessor's share of such costs have
been tully paid. II Lessee Is unable 10 linance Lessor's share, or if the balance of the Rent due and payable for the remainder 01 this
Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right 10 terminate this Lease upon 30 days
written notice 10 Lessor.
(c) Notwithstanding Ihe above, the provisions conceming Capital ExpendItures are intended to apply only to non-
vofuntary, unexpected, and new Applicable Requirements. If the Capital Expendilures arc inslead lriggered by lessee as a resull 01 an
actual or proposed change in use, change in inlensity of use, or modilication to the Premises then, and in lhat event, Lessee shall be
fully responsible for the cost thereof, and Lessee shall nol have any right to lerminale this Lease.
2.4 Acknowledgements. lessee acknowledges that: (a) lessee has been advised by Lessor andlor Brokers to satisfy itsell
with respect to the condition 01 the Premises (including but not limited to the electrical, HVAC and lire sprinkler systems, security,
environmental aspects, and compliance wilh Applicable Requirementsl, and their suitability fOf Lessee's intended use. (b) lessee has
made such investigation as it deems necessary with relerence to such malters and assumes all responsibility theretor as lhe same relate
to ils occupancy of the Premises, and (c) neilher Lessor, Lessor's agents, nor Brokers have made any oral or written represenlations or
warranties with respect to said matters olher lhan as set forth in this lease. In addition, Lessor acknowledges that: (i) Brokers have
made no representations, promises or warranties concerning Lessee's ability to honor the lease or suitability 10 occupy lhe Premises,
and (Ii) it is Lessor's sole responsibility to investigate Ihe tinancial capability andfor suitability of all proposed tenants.
2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no loree or effecl il
immediately prior to the Start Date, lessee was the owner or occupant of Ihe Premises. In such event, lessee shall be responsible for
any necessary corrective work.
2.6 Vehicle Parking. So long as Lessee is nol in defaull, and sUbjp.ct 10 the Rules and Aegufations anached hereto, and as
established by Lessor from lime to lime, lessee shall be entitled 10 rent and use Ihe number of parking spaces specified in Paragraph
1.2(b) al the rental rate applicable from lime to lime lor monlhly parking as sel by Lessor and/or its licensee.
(a) II Lessee commils, permits or allows any 01 the prohibited activities described in the Lease or the rules Ihen in enect,
lhen Lessor shall have the right, withoul notice, in addilion to such olher righls and remedies that it may have, to remove or tow away
the vehicle involved and charge the cost to lesseo, which cosl shall be immediately payablo upon demand by lessor.
(b) The monthly renl per parking space specified in Paragraph 1.2(b) is subject lei change upon 30 days prior wrillen
nolice 10 Lessee. The rent for the parking is payable one month in advance prior 10 the first day of each calendar month.
2,7 Common Areas. Definition. The term "Common Areas" is detined as all areas and facilities outside the Premises
and within the eXlerior boundary line of Ihe Project and interior utility raceways and installations within the Premises lhat are provided
and designaled by the Lessor, from time 10 time, tor the general non-exclusive use of Lessor, lessee and other tenants of the Project
and their respective employees, suppliers, shippers, customers, contractors and invilees, including, but not limited 10, common
entrances, lobbies, corridors, stairwells, public rest rooms, elevators, parking areas, loading and unloading areas, trash areas, roadways,
walkways, driveways and landscaped areas.
2.8 Common Areas. Lessee's Rights. Lessor grants to Lessee, lor the benelit 01 Lessee and its employees, suppliers,
shippers. contractors, customers and invitees, during the term 01 Ihis Lease. the non-exclusive righl to use, in common with others
entitled to such use, the Common Areas as they exist from lime to time, subject to any righlS, powers, and privileges reserved by Lessor
under the terms hereof or under Ihe terms of any rules and regulations or restrictions governing the use of the Project. Under no
circumstances shall the right herein granted 10 use the Common Areas be deemed to include the right to store any property, temporarily
or permanently, if' the Common Areas. Any such storage shall be permitted only by the prior written consent 01 Lessor or Lessor's
designated agent, which coJ15ent may be revoked at any time. In the event that any unauthorized storage shall occur Ihen Lessor shall
have the right, without notice, in addition 10 such olher rights and remedies that it may have, to remove the property and charge the cosl
TO Lessee, which cost shall be immediately payable upon demand by Lessor.
2.9 Common Areas. Rules and Regulations, Lessor or such other person(s) as Lessor may appoint shall have the
exclusivecontr04 and management of the Common Areas and shall have the right, tram lime 10 time, to adopt, modify, amend and enforce
reasonable rules and regulations ("Rutes and Regulations") lor Ihe management. safety, care, and deanliness of the grounds, the
parking and unloading of vehicles and the preservation 01 good order, as well as lor the convenience at olher occupanls or tenanls at
the Building and the Project and their invitees. The lessee agrees to abide by and conform to all such Rules and Regulations, and to
cause ils employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessor shall not be responsible
10 Lessee tor the non-compliance with said Rules and Regulations by other tenants of the Project.
2.10 Common Areas . Changes. lessor shall have the right, in Lessor's sole discretion, from time 10 time:
(a) To make changes to the Common Areas, including, without limitalion, changes in the location, size.. shape and
number 01 the lobbies, windows, stairways. air shafts, elevalors, escalators, reslrooms, driveways, entrances, parking spaces, parking
areas, loading and unloading I...,as, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways:
(b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to Ihe
Premises remains available: .
(c) To designate other land outside the boundaries of the Project 10 be a part of the Common Areas;
c
c
"'ioIs
o 1H8-Amerlcan tndusb1a1 Rut Esgt. AssoclaUon
PAGE 2
.......
FORM 0fG.1-M9
I I
.,
.'
c
Cd) To add additional buildings and improvemenls 10 the Common Areas;
(e) To use the Common Areas while engaged in making additional improvements. repairs or alterations to the Project,
or ~ portion thereof; and
(f) To do and perform such other acts and make such other changes In. to or with respecl to the Common Areas and
Project as lessor may, in the exercise of sound business judgment. deem to be appropriate.
3. Term.
3.1 Term. The Commencement Oat8. ExpiratiOn Date and Original Term of this Leue are a. specified in Paragraph 1.3.
3.2 brty Possession. if Lessee tatalty or partially occupies the Premtses prior 10 the Commencement D.... the abllgaIion
10 pay Base Aenl shaH be abated for the period of such early possession. All other terms of this Leas. (tnclucIng but not IImIlR 10 the
obligations to pay Le...... Share 01 the Operating Expense Increase) shall, however. be in effect during euch period. Any such earty
possession shall not atfecI the ~raUon Oate. ,
3.3 Delay In Poe.....an. Lessor agrees to use Its besl commercially reasonabfe efforts to deliver p~....1on of 1M
P_ to Losooe by the Commencemont C.... K, daspite said offor\s, Leasor Ia unable to deliver __ by _ dIIo. Leasor
shall 'not b. sub)ect to any liability therefor. nor shall such failure affect the validity of this Lease. Leuee IhaII not, howevw. be obIIgNd
to pay Rent or pertorm its other obIigallons unW Lesaor detivers possession oltha Premises and any period of rent abmemenI that
Losooe would olhe!Wi.. haw enjoyed shall run lrom the date of delivery 01 posaeasion and conIinue lor a petIod equal to _ ~
would cftherwise have e~ under the terms hereof, but. minus any days 01 detay cauud by the acts or omiuiana of L8uH. If
posaeulon is not deWered within 60 days after the Commencement Date, a Ihe same may be extended ...,der the terml of any Work
Letter executed by Partlel, LeUee may, at its option, by notice in writing within 10 dayI der the end of IUCh 80 day period, cancer ".
Le.... In which event the Partie. shall be discharged from all obligation. hereunder. I1IUCh written nodce ls not rec:reiwd by L..uor
within laid 10 dey period, Le....'. right to cane" .hallterminale. If possession of Ihe PntmiHa.. not delivered wttin 120 days.r
the Commencemenl Date, this Le... shalllerminate unktss other agreements are reached between Lnaor and LnHe, In writing.
3.4 Ln.. Compl18nce. Lessor shall not be required to deliver possession of the Premises to La.... ...,lIIlAaM oompIIes
with lis obligation 10 provide evidence of insurance (Paragraph 8.5). Pending deIivefy of such 1JVidence, La.... ahaI be required to
perform aI of its obligatio... under this Lease kom and .lter the Start Date, Including the payment of Renl, ~ ~
efection to withhold possession pending receipt of such evidence of insurance. Further. II Leaee is ,.qulted to perform any other
cordtions prior to or concurrenl with the Stan Date, the Start Date shall occur but Leasor may el8ct to withhold pot_..lan un1118UCh
concItionI are satisfied.
4. Rent.
4.1. Rent DefIned. All monetary obligations of Lessee to Lessor under the terms.of.this Lease (except tor Ihe SecurIty
Deposit) .re deemed to be rent ("Rent").
4.2 Operating ExpenH Iner"H. Lessee shall pay to Lellor during the term hereof, In adcIitIon to the Base Rent,lPHe"
Share of the amount by which .n Operating exp.....tor each Comp.rlaon Veer _the amount of d Operating Elcpenaea lor lhe
Base Ye.r, such excess being hereinafter referred to as the "Operating Expen..lncru...., In accordanc8 with the foIlowtng provtsklns:
(a) "8... V..,.. is as specified in Paragraph 1.9.
(b) "Comparllon V...... is defined as each calendar year during the term of this Le... .ubHquenl to the Base Vear;
provided. however, Lessee shall have no obligation to pay a share of the Operating Expense Increase applicable to the ftr8t 12 monIhs
of the Lease Term (other than such a are mandated by a governmental authority, liS to which government mandated expenses Lessee
shall pay Less..'s Share, notwithstanding they occur during the lirst twelve 12 months). Lessee's Share of the Operating Expense
Increase far the lirst and last Comparison Years of the Lease Term shaD be prorated according to that portion of IUdI Comparison Year
as to which lessee is responsible for a share of such increase.
(c) "Operating Expen.es" include all costs incurred by Lessor relating to the ownership and operation 01 the ProJect,
calculated as if the Project was alleat 95% occupied, Including, but not limited to. the following:
(I) The operation, repair, and maintenance In neat, ctean, safe, good order and condition, but not the replacement
(... .ubparagraph (g)), 01 the following:
(aa) The Common Areas, including their surfaces, covering., decorative 118m., carpets, drapn and window
coverings, and including parking areas, loading and unloading areas, trash areas. roadways, sidewalks, walkways, stalrwayS,.parkways,
driveways, landscaped areas, striping. bumpers, irrigation systems, Common Area lighting facUltle., building exteriors and roof&, Ience.
and gates;
c
(bb) All heating, air conditioning, plumbing, electrical systems, Iffe safety equipment. communication aysteml
and oIher equipment used in common by, or for Ihe benelil of, lessees or occupants 01 the Project, tncIuding eteYators and escalators.
tenant directories. fire deleclion systems including sprinkler system maintenance and repair.
(ii) Trash disposal, janitorial and security services, pest control services, and the costs 01 any environmental
inspections;
c
(ill) Arty other service to be provided by Lessor that is elsewhere in this Lease alated to be an -Op8f8llng Expense-;
(iv) The cost of the premiums for the insurance policies maintained by Leasor purauant to paragraph 8 and any
deductibte portion of an insured loss concerning the Building or the Common Areas;
(v) Th. amount of the Real Property Taxes payab.. by Lessor pursuant to paragraph 10;
(vi) The cOst of water, sewer, gas, eJectricity, and other pubficly mandated services not separatefy metered:
(vii) Labor, salaries, and applicable fringe beneflls and costs, materials, supplies and toots, used in maintaining
and'or cleaning the Project and accounling and management fees attributable 10 the operation of the Prefect;
(v;i1) The COlt of any Capital Expenditure to the Building or the Project not covered under the provisions 01 Paragr8Ph
2.3 provided; however, that1.e8sor shall allocate the cost of any such Capital Expenditure over a 12 year period and L.euH shall not
be required to pay more than Lessee's Share of 1I144th or the cost or such Capital expenditure In any given month;
(ix) Replacement of equipment or Impl'Oll8ments that have a useful ~Ie for accounting purposes of 5 y..,. or leu.
(d) Any item of Operating Expense that ls specilically ahributable to the Pr.mi.... the Bulking or to any other building
In the Project or to the o'peration, repair and maintenance thereof. shaJl be allocated entirely to such Preeni.... Building, or other building.
However. any sUCh item that is not specifically attributable to the Building or to any other buUdIng or to the operation. repair and
maintenance Ihereof, shall be equitably allocated by Lessor to all buildings in the Project.
(e) The inclusion 01 the improvements, lacilities and services set forth in Subparagraph 4.2(c) shall not be deemed to
impose an obligation upon Lessor to either have said Improvements or facilities or to provide those seMees unlell the Project already
has the same, Leuor already provides the services, or Lessor has agreed elsewhere in this La... to prcMde the lIllm8 or some or them.
(I) Lessee's Share of Operating Expense Increase shall be payabte by L..... wilhtn 10 day. after a reasonabty detalted
slat.menl of ctcIuaI expenstrS is presenled to Lt'!ssee by Lessur. At l.l!Issor's opoor., how&V8r, an &moont may bill estimaled by Lasso;
from lime 10 time in advance of Lessee's Share 01 the Operating Expense Increase lor eny C;ompariaOn V..r, and 1M same shall be
payable monthly during each Comparison Vear of Ihe Lease term, on the same day as the Base Rent is due hereunder. In lhe awnl
Ihat Lessee pays Lessor's estimate of Lessee's Share of Operaling Expense Increase as aforesaid, Lessor shall delver to Lessee within
..so days after the expiration of each Comparison Vear a reasonably detailed statement showing Lesaee's Share of the adual Op.,.ting
Expense Increase Incurred during such year. If Lessee's payments under this paragraph (f) durfng said Comparison Year exceed
Lessee's Share as indicated on said statement, Lessee shall be entitled to credillhe amount of such overpayment aguw Leuee's
Share of Operating Expense Increase next falling due. If Lessee's payments under this paragl1lph during said Comparison Year were
leu than Lessee" Shire as Indtcated on said statement. Lessee shall pay to lessor the amount of the deficiency wttIIIn 10 days after
delivery by L.eeaor to Leu.. of said statement. Leasor.nd Les... shalllorthwlth .djust between them by cash _ any _
determined '0 exist with rHpeCI to that portion of the last Comparison Year lor which LeIHe is reaponaIbIe u to Operating e.,..
Increases. noCwithstanding that the Luu term may have terminated before the end of such Comparison Year.
(g) Operating Expenses shall not include the costs 01 replacement tor equipment or capltal components 1UCh.. the roof,
foundations, exterior walls or a Common Area capital improvement, such as the par1dng lot paving, elevalor1i, fences that h8VtlI a useM
-
o 111toA1MrtCM Induslrllll ..... EsIat8 Maocldan
"""'3
-
FORM OFQ.1..
I I
c
c
c
life lor aceoundng purposes of 5 years or more unless it is of Ihe type described in paragraph 4.2(c) (viii), in which case their COlt shall
be Induded as abow provided.
(h) Operating Expenses shall not include any expenses paid by any tenant directly to third parties, or as to which lessor
Is otherwise reimbul'Hd by any third party, other tenant, or by inaurl.nDI proceeds.
4.3 Payment Leuee shall caun payment of Rent to be received by Lessor in lawful money of Ihe United States on or before
the day on which it II due. without offHt or deduction (except.. specifically permitted in this lease). Rent lor any pel10d during the
term hereof which Is for less than one fun catendar month shall be prorated based upon the actual number of days of said month.
Payment of Rent shill be made to Lessor at its address stated herein or to such other persona or place u lnaor may from time to time
dnlgnate In writing. Acceptance or . payment which Is less than the amount lhen due ahaR not be . waiver of Lessor's rights to the
batanc8 01 such Rent, regan:IuI of lessor's endorsement of any check so stating. In the ewnt that any check. draft, or other instrument
of payment given by L..... 10 lHIor Is dishonored lor any reason, leSS.e agrees to pay 10 Lessor the sum of $25 in addlfjon to any
Late Charge. payments will be applied first to accrued Iale charges and attorney's lees. second to accrued interest. then to Base Rent
and Ope,.llng exp.ns. IncntaH, and any temaining amounlto any OIher outstanding chatges or costs.
5. 8ecurtIy DepoaIt. L..euee ahall depOlll with Leaaor upon execution hereof. th. Securlly 0ep0l1t a. HCUrity for Lessee's faithful
performance of Its obligations under this Le.... If L..... fails 10 pay Rent. or oth.rwise Defaults under this Lease, Leuor may use.
appty or retain all or InY portion of said SecurIty Deposit for the payment of any amounl due Lessor or to reimburse or compensal.
Lessor tor any 1iabiIiIy. expense, loss or dlIlnIIg8 which Lessor may suffer or incur by reason thel'8Ot. If LeasOr use. or applies .. or any
portion of the Security Deposll. Lesaee shall within 10 day. atter written request th.refor, deposit montes with Lessor sufficient to restore
aald SecariIy 0ePG*1 to I.... full Mlount I'IIqUirad by this Lease. If the aaH Rent Incr..... during the term of this Lease, Lessee shaG,
upon wrIIIen request from Lessor, deposit addl1lonal monies with Lessor so that th. 10181 amount of the SecurIty 0ep0a;I sMa al alt times
b.... the same proportion 10 the incrNnd Base Rent as the initiel Security Oep(Jl;it bOAl to the Initial Base Rent. Should the Agreed
Ua. be amended 10 accommodate a material change in the business of Le.... or to accommodate a sublessee or 8SI~nee, lHaor
shall have the right to increase the Security Depoait to the extent necessary. in Lessor's reasonable Judgment, to account for any
increased wear and tear lhat the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Leas. and
foGoMng such change the financial condillon 01 Lessee is, In Lessor's reasonable Judgment, signifICantly reduced, Lessee shall depoalt
such additional monies with Lessor IS .haIl be sufficient to cause the Security Deposit to be at a commercially reasonable level based
on such change in fin8ncia1 condI1ion. Lessor shall not be required to keep the Security Deposit sepame from its general accounts.
WIthin 14 days an., the expifBtton or lennlnaIJon 01 this Lea.e, if Lessor"ltC1S to apply the Security Deposit only 10 unpajd Rent, and
oIh8twtae wilhln 30 day. after the Premises h.... been vacated pursuant to Paragraph 7.4(c) below, Lessor shall return that portion of
the Security Oeposft not used or applied by Lessor. No part 01 Il'1e Security Deposit shall be considered to be held in trust, 10 bear inleresl
or 10 be prepayment far any monies 10 be paid by Lessee under this Lease.
~ ~ . '---
8.1 U... Le.... shall use and occupy the Premises only for &he Agreed Use. or any oiher I8gaI use which i. reasonably
comparable thereto. and for no other purpose. Lessee shaJl not use or permilthe use or the Premises in a manner that is unlawtut.
creele. damage, wale Of' a nui8ance. or thai disturbs occupants or or causes damage to neighboring premises or properties. Lessor
shall not unreasonably withhold or delay its consent to any written request lor a modification of the Agreed Use, so long as the same will
not impair the structurallntegrlly of the lmprovements 01 the Building, will not adveraelyaftect the mechanical, electrical, HVAC. and other
systems of the Buftding. and/or wiI not atlecl the exterior appearance of the Bulding. It Lessor elects to withhold connnt. Lessor "'all
within 7 days after such request give wlitl:en notification of same. which notice shall include an explanation ot Lessor's objections to the
change In the Agreed Use.
6.2 HazardoUs Substancu.
(a) Reportable U... Require Con'DnL The term "Hazardous SuMt8nce" as used in this Lease shllll mean any
product, substance, or waste whose presence, use. manufacture, disposal, lransportation, or ""ease. eiIh.r by itself or in combination
with other materiats expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, th.
environment or the Premlus, (II) regulated or monitored by any governmental authority, or (IN) a balis lor potentiat IlabIity oILBsaor 10
any govemmental agency or third party under any applicable statute or common law theory. Hazardous Substances shallndude, but
not be Rmit.d 10, hydrocarbons. petroleum. gasoline, andlor crude oil or any products, by-products or fractions thereof. Le.see .hall not
engage in any 8CtivI1y in or on the Premises which constitutes a Reportable Us. of Hazardous Substances without the upress prior
written consent of Lessor anc:Itlmely compllance (al Le.see's expense) with aU ApplicabJa Requirements. "Reportable U.... shall mean
(I) tha installation or use ot any above o~ below ground storage tank. {ii} the generation, possession, aIorage, use, transportation, or
di.spoaal of a Hazatdoua Substance that requires a permit from, or with respect 10 which a report, notice. registration or business plan
is required to be filed with, any govemm.ntal authority, andlor (iii) the presence at the Premises of a Hazardou. Sub.tance with respect
to which any Applicabte Requirements requires Ihal a notice be given to persons entering or occupying the Premises or neighboring
properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary malerials reasonably required 10 be used in the
normal course of the Agreed Use such as ordinary office supplies (copier toner, liquid paper. glue, etc.) and common household cl.aning
materials. so long as such use Is in cornpUance with all Applicable Requirements. i. not a Repol18ble Use, and does not expose Ihe
PremiHS or neighboring property to any meaningful risk of contamination or damage or expo.. Lessor to any liabUI1y therefor. in
addition, Lessor may condition Its consent 10 any Reportable Use upon receiving such additional auurances as L8S$Of' reasonabfy
deems necessary to proled itself, the public, the Premises and/or the environment againsl damage, contamination, injury andlor liability,
Including, but nollimlted 10, the Installation (and removal on or before Leas. expiration or termination) of protectl.... modification. (such
as concrete encasementa) and/or increasJng the Security Deposit.
(b) Duty to Inform Lessor. It Lessee knows, or has reasonable cause to believe, thai a Hazardous Substance has
come to be located In, on, under or about the Premises. other than as previously consented to by Lessor. Lessee shatl immedlately give
wriIIen notice 0' such fact to Lessor, and provide Lessor with a copy 01 any report, notice. claim or other documentarian which It has
concerning the presence of such Hazardous Substance.
(c) L..... Remediation. Lessee shaD not cause or permit any HazardoUs SUbstance to be spined or released in, on,
under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply
wilh aU Applicable Requ....menta and take all investigatory and/or remedial action reasonably recommended, whether or not formally
ordered or required, for the cleanup of any contaminalion of, and for the maintenance, security and/or monitoring 01 the Premises or
neighboring properties, that was caused or materially conlributed to by Lesse., or pertaining to or involving any Hazardous Subslance
brought onto the Premises during the term of this Lease, by or for Lessee, or any third party.
(d) La.... IndemnlftQtlon. Les.ee shall indemnity, defend and hotd Lessor, Its agents. employees, lenders and
ground lessor. il any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims. expense.,
penalties. and attorneys' and consuhants'.... arising oul of or involving any Hazardous Substance brought onto the Premlsas by or for
Le..... or any third party (provided, however. thai Leasee shaJJ have no liability under this Le..e with respect 10 und8tgRUld migration
of any Hazardous SUbstance under the Premises from areas outside of the Project not caused or contributed 10 by Lessee). L.......
obligationa shall Include. but not be limited to, the effects ot any contamination or injury 10 p.rson. property or the environment created
or suffered by l...... and the cost of investigation. removal. remediation. resloratlon and/or abatement, and shaM survive th. expiration
or termination of this Lease. No termination, canceHaUon or release agreement entered into by Lessor and Lessee shall rNase Lessee
.from Its obIigationl under this Lease wilh respect 10 Hazardous Substances, unless splCiftcally SO agreed by Lessor in writing at the
time of such egreemenL
(.) LnlOr Indemnification. lessor and its successors and assigns shall Indemnify. defend, r.imburse and hold
LeIsee. tis employees and 1end8n1. harmless from and against any and all environmental damages, lncSudlng the cost of remedi8tion,
_ _'rom __ _ _ _0<1 on the Premises prior to Le...... _ncv "'_ arocaUHd by tho g....
nogllgonco or wiN misconduct of louor. lis agents or employees. Le_f' obligations. as and wh.. required by ''''' Appl~.
Requlremenla,lhall incfude, but not be Umi1ed to, the coat 01 irMtsdg8lion. removal, remediation. restofBtion andIOf' abatement, and shall
survive the expiration or termination of this Lease.
In_
. 1~ IncIuIIrlaI Real Estate Association
PAGE'
.-
FORII OFG-1.tM
II
c
{fl Investigations and Rcmedi..lions. LC5:l01 shall retain the responsibility and pay for any Investigations or
remediation measures required by governmental entities having jurisdiction with respect to the existence 0' Hazardous Substances on
the Premises prior to Lessee's occupancy, unless such remediation measure is required as a result 01 Lessee's use (inctuding
"Allerations', as defined in paragraph 7.3(8) below) of Ihe Premises. in which event Lessee shall be responsible for such payment
Le~ee shall cooperale fully in any such activities at the request of Lessor. including allowing Lessor and Lessor's agents to have
reasonable access 10 the Premises al reasonatue times in order to carry out Lessor's investigalive and remedial responsibilitie..
(9) LessorTermlnatlon Option. If a Hazardous Substance Condition (see Paragraph 9.1 (e)) occurs durtng the term of
Ihis Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remeciation thereof
required by the Applicable Requirements and Ihis lease shall continue In full larce and enect, but subject to lesso"'s rights under
Paragraph 6.2(d) and Paragraph 13), Lessor may, allessor's oplion, either (i) investigale and remediale such Hazardous Substance
Condition, if required, as soon as reasonably possible at Lessor's expense, in which event this Lease shan contfnue in fun force and
effect, or (ii) if the eslimated cost 10 remediate such condilion exceeds 12 times the Ihen monlhly Base Rent or 5100,000, whichever is
greater, give wrinen notice to Lessee, within 30 days after receipt by lessor of knowledge' of the occ:urrence or such Hazardous
Substance Condition, 01 Lessor's desire 10 terminate this lease as ollhe dale 60 days foHowing the date 01 such notice. In the evant
lessor elects to give a lermination notice. lessee may, wilhin 10 days Ihereafter. give written notice to lessor 01 Lessee's commitment
to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times
the theft. monthly Base Rent or $100,000, whichever is greater, lessee shall provkfe lessor with said funds or satisfactory Ulurance
thereof within 30 days loltowing such commitment. In such event, this Lease shall conUnue In lull force and effect, and Leasor .hall
proceed to make such remediation as soon as reasonably possible after the required funds are avaUable. It Lessee does not gtve SUCh
notice and provide the required funds or assurance thereof within Ihe time provided, this Lease shall terminate as of the date specified
in Lessor's notice of termination.
6.3 Leuee's Compllanc. whh Applicable Requirements. Except as otherwise provided in this Lease, Lesaee .haII, at
Lessee's sole expense, fully, diligenUy and in a timely manner, materially comply with all Applicable Requirements, lhe requirements 01
any applicabkl fir. insurance underwriter or raling bureau, and the recommendations 01 Lessor's engineers and/or consutIants which
relale in any manner to the Premises, without regard to whether said requirements are now in effect or become effective after lhe Sl8rt
Date, Lessee shall, within 10 days aner receipt of Lessor's wrinen requesl, provide Lessor with copies of all permits and other
documenlS, and other infonnation evidencing lessee's compliance with any Applicable Requirements specified by Lessor, and thall
immediately upon receipl, notify lessor in writing (with copies of any documents involved) of any threatened or acIu.r claim, noUce,
citation. warning, complaint o~ report pertaining 10 or involving the failure of Lessee or the Premises to comply wilh any Applicable
Requirements.
6.4 Inspection: Compliance. lessor and lessor's "Lender" (as delined in Paragraph 30) and consuftanlS shaD have the
right to enter into Premises at any time, in the case of an emergency, and otherwise at reason~18. limes, for the purpose of inspecting
the condilion 01 the Premises and for verifying compliance by lessee with this Lease. The cost 01 any such inspections shall be paid by
lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see paragraph 9.1e) is found to exist or be
imminenl, or the inspection is requested or ordered by a governmental authority, In such case, Lessee shall upon request reimburse
Lessor for the cost of such inspec::tion, so long as such inspeclion Is reasonably related to the violation or contamination.
7. Maintenance: Repairs: Utility Installalions; Trade Fixtures and Alterations,
7.1 Lessee', Obligations. Notwithstanding lessor's obligation to keep the Premises in good condition and repair. Lesaee
shall be responsible for paymenl of the cost thereof to lessor as additional rent for that portion of the cost 01 any maintenance and repair
of the Premises. or any equipment (wherever located) that serves only Lessee or the Premises, 10 the extent such cost Is anributable to
causes beyond normal weal and teal. lessee shall be responsible for the cosl of painting, repairing or replacing wall cowlings, and to
repair or replace any improvements with the Premises, lessor may, at its option, upon reasonable notice, elect 10 have lessee perlorm
any particular such maintenance or repairs the cost of which is otherwise Lessee's responsibility hereunder,
7.2 Lessor's Obligations_ Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (Operating
Expenses), 6 (Use), 7.1 (Lessee's Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement
pursuant 10 Paragraph 4.2. shall keep in good order, condition and repair the foundations, exterior wans, structural condition 01 interior
bearing walls, exterior roof, fire sprinkler system, fire alarm and/or smoke detection systems, fire hydrants, and the Common Areas.
Lessee expressly waives the benefit of any statute now or hereafter in effect to the extent it is inconsistenl with the terms 01 this lease.
7.3 Utility Installations; Trade Fixtures: Alterations.
(a) Definitions. The term "Utility Installations" refers to aU floor and window coverings, air lines. vacuum Unes, power
panels, electrical distribution, security and fire protection systems, communication cabling, Itghting fixtures, HVAC equipment, and
plumbing in or on the Premises. The term "Trade Fixtures" shall mean lessee's machinery and equipment that can be remcMld without
doing material damage to 1he Premises. The term "Alterations" shall mean any modificanon or the lmprovemenls, other than Utility
Instal~tions or Trade Ftxtules, whether by addition or deletion. "Lessee Owned Alterations ancflor Utility Install.Uon." sce defined
as Alterations andlOlUtility Installations made by Lessee that are not yet owned by lessor pursuant 10 Paragraph 7,4(8).
(b) Consent. Lessee shall not make any A1lerations or Ulility Installations 10 Ihe Premises without Lessor's prior Minen
consent lessee may, however, make non-structural Utility Installations to the interior 01 the Premises (exduding 1he roof) without such
consent but upon notice to Lessor. as long as they are not visible from the outside, do not in\lOlw puncturing, relocating or removing the
rool, ceilings, floors or any existing walls, will not affect the electrical, plumbing, HVAC, aneUor lile satety systems, and the cumulative
cost Ihereof during this lease as extended does not exceed $2000. Notwithstanding the foregoing, Lessee shall not make or permit any
roof penetrations and/or install anything on the roof without the prior wrlnen approval of Lessor, Lessor may, as a precondition 10 granting
such approval, require lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Inalallations thai
lessee shall desire to make and which require the consent of the Lessor shall be presented to lessor In wrinen form with detailed plans.
Consent shall be deemed conditioned upon Lessee's: (i) acquiring all appUcabJe governmental permits, (IQ fumishing Lessor with copies
01 both the permits and Ihe plans and specificalions prior to commencemenl of the work, and (lii) compliance with all conditions of Hid
permits and other Applicable Requirements in a prompt and expeditious manner, Any Alterations or Utility Installations shall be
performed in a workmanlike maMer with good and sufficient materials, Lessee shall promptly upon completion lurnish Lessor with as.
built plans and specifications. For work which cosls an amounl in excess of one month's Base Rent, Lessor may condition its consent
upon Lessee providing a lien and completion bond in an amount equal to 150% 01 the estimated cost of such Alteration or Utilhy
Installation and/or upon Lessee's posting an additional Security Deposil with lessor,
(c) liens; Bonds. lessee shall pay, when due. all claims for labor or materials fumished or alleged to have been
fumished 10 or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or materialmen's lien
against the Premises or any interest therein. lessee shall give Lessor not less than 10 days not~ prior 10 the commencemenl of any
work in, on or about the ?rernises, and lessor sll.l: ha~ :t,o rigt;: I\> P';',;,: n.:.ti':'6Eo c.: r..:m-raspoilsibill:;': If as.ai shalf cvn:vs: the vatdlty
of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itsel', Lessor and the Premise. against the
same and shaD pay and satisfy any such adverse judgment that may be rendered thereon before the enlotcement thereol. If Lessor
shall require, lessee shall fumish a surety bond in an amount equal to 150% or the amount of such contested lien, claim or demand,
.,indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor's anorneys'
fees and costs.
7.4 Ownership; Removal; Surrender; and Restoration.
(a) Ownership. Subjecl to Lessor's right to require lemovat or elect ownership as hereinafter provided, all Alterations
8nd Utility Installations made by Lessee shall be.Jhe property of L.essee, but considered a pan 01 the Premises. Lessor may, at any time,
eleclin writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. UnIe.. othetWise
instructed per paragraph 7.4(b) hereol, alllesaee Owned Alterations and UUlIty InstaIlaUons shall, .tthe expiration or terminalion of this
Lease, become the property of Lessor and be surrendered by Lessee with Ihe Premises.
(b) Removal By deltvery to lessee of written notice from Lessor not earlier than 90 and not later than 30 days priot to
the end 01 the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Il'IIItalletlons be remqved by the
r
'-
c
InitiIIs
o 1119-Amerlclln Industrial Real Estale A..ocIallon
PAGE'
.-
FOAM OFG-'......
I. I
c
c
c
expiration or termination of this Lease. Lessor may require lhe removal ill any time 01 all or any pari ul allY Lt.:;...iJ.e UVoIlUU ""lh~Iid.UUll.::i
or Utility Instellalions mad. without the required consent.
. (e) Surrender; RestoratJon. Lessee shall surrender lhe Premises by the Expiration Dale or any earlier termination
date, with all of the improvements, parts and surfaces Ihereof clean and Iree of debris, and in good operating order, condition and slats
of repair, ordinary wear and lear excepted. .Ordinary wear and tear" shall not include any damage or deterioration thai: would have been
prevented by good fY'aintenance practice. Notwithstanding the foregoing, illhis Lease is for 12 months or less, then lessee shall
surrender the Premises in the same condilion as delivered 10 lessee on the Start Dale with NO allowance 10, ordinary wear and lear.
lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations
andlor Utility Installations, furnishings, and equipment as well as the removal of any slorage tank installed by or for Lessee. Lessee shall
also completely remove 'rom the Premises any and all Hazardous Substances brought onto the Premtses by or for Lessee, or any third
party (except Hazardous Substances which were deposited via underground migration tram areas outside of the Pro;ect) even if such
removal would require Lessee to perform or pay for work lhal exceeds statutory requirements. Tracie Fixtures shall remain the property
0' Lessee and shall be removed by Lessee. The failure by Lessee to limely vacate the Premises pursu~t to lhis Paragraph 7 A(c)
without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph -26 below.
8. InaUfllncei Indemnity.
8.1 Insul1lnce Premiums. The cost of the premiums for the insurance policies maintained by Lessor pursuant to paragraph
8 are included as Operating Expenses (see paragraph 4.2 (c)(iv)). Said costs shall include increases in the, premiums resulting lrom
additional coverage related 10 requirements or the holder of a mor1gage or deed of trust covering the Premises, Building and/or Project,
increased"ltBluation of Ihe Premises, e...ilding andlor Project, andior a g6n8ral premium rate Increaa.. $aid CON shall roOt, however,
include any premium increases resulting trom the nature of the occupancy of any other tenant of the Building. If the Proiect was not
insured for the entirety of the Base Year, then the base premium shall be the lowest annual premium reasonably obtainable for the
required insurance as of the Start Date, "assuming lhe most nominal use possible of the Building and/or Proied. In no evenl, however,
shall Lessee be responsible for anY' portion of the premium cost attributable to llabiJity insurance coverage in excess of $2,000,000 -
procured under Paregreph 8.2(b). -J,.essor shaH accept Le5~' 5 <;elf-insurance proqram.,iJ} lieU~"llY
B.2 Uabillty Insurance.Insurance requirenents ~np:>sed 00 Lessee 1.n paragrapns 8.1. ifl..8
(a) Carried by Lessee, Lessee shall obtain and keep in force a Commercial General Uabftity pQlicy 0 insuranCe
protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon_
or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appur1enantlherelo. Such insurance shall
be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual
aggregate of not less than $2,000.000, an "Additional Insured-Managers or Lessors of Premises Endorsemenr and contain the
"Amendment of the Pollution Exclusion Endorsemenr for damage caused bV heat, smoke or fumes from a hostile fire. The policy shall
not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed
under this Lease as an "Insured contract" for the periormance of Lessee's indemnity obligations under 'h~ Lease. The limits of said
insurance shall not, h0W8V8r, limit Ihe liability of lessee nor relieve Lessee of any obligation hereunder. All insurance carried by lessee
shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess
insurance only.
(b) Carried by Lessor. Lessor shall maintain Aability insurance as described in Paragraph 8.2(8), in addition to, and not
in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additlonaJ insured therein.
B.3 Property Insurance - Building. Improvements and Rental Value.
(a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance In the name of
Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Building andlor Project. The
amount of such insurance shall be equal to the full replacement Cosl of the Building and/or Project, as the same shall exist from lime to
time, or the amount required by any Lender, but in no event more than the commercially reasonable and avaUabkJ insurable value thereof.
Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee's personal property shall be inswed by Lessee under
Paragraph 8.4. If the coverage is available and commerciaJty appropriate, such policy or policies shall insure against all risks of direct
physical loss or damage (excepl the perils of flood and/or earthquake unless required by a Lender), including coverage for debris removal
and the enforcement of any Applicable Requirements requiring Ihe upgrading, demolition, reconstruction or replacement of any portion
of the Premlses as the result of a c~red loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any
coinsurance clause, waiver of subrogation, and innation guard protection causing an increase in the annual property insurance coverage
amount by a factor of not less than lhe adjusted U.S. Depar1ment 01 Labor Consumer Price Index for All Urban Consumers for the city
nearest to where the Premises are located. If such insurance coverage has a deductible clause. the deductible amount shall not exceed
$1,000 per occurrence,
(b) ReIlYI Value. Lessor shall also obtain and keep in force a policy or policies in lhe name of Lessor with loss payable
to Lessor and any Lender, insuring 'he loss of Ihe full Rent for one year with an e)dended period of indemnity lor an addilionall80 days
("Rente' Value in.u,.nce"). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the
amount of coverage shell be adjusted annualty to 'e"ect the projected Rent otherwise payable by Lessee, for the next 12 month period.
(c) Adllcent Premi.... Lessee shall pay for any increase in the premiums for the property insurance of the Building
and for the Common Areas or other buildings in the Project if said increase is caused by Lessee's acts, omissions, use or occupancy of
the Premises.
(d) Lessee', Improvement3. Since Lessor is the Insuring Party, Lessor shall not be required 10 insure Lesse. Owned
Allerations and Utility lnalallations unless the item in question has beCOme Ihe property of Lessor under the terms of this Lease.
8.4 Les...'s Properlyj Business InterNption Insurance.
(a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, Trade
Fixtures, and Lessee Owned Meralions and Utility Installalions. Such Insurance shall be full replacement cost coverage with a
deduCllble of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement
of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. Lessee shall provide Lessor with written
evidence that such insurance Is in force.
(b) Bualness Interruption. Lessee shall obtain and maintain toss 01 income and extra expense insurance In emounts
as will reimburse Lessee for direct or indirect loss of earnings attributable to all perilS commonty insured against by prudent lessees in
the business or Lessee or attributable to prevention of access to Ihe Premises as a resull of such perils.
(c) No Repre.entatlon at Adequate Coverage. Lessor makes no representation that the limils or forms of coverage
or insurance specified herein are adequate 10 cover Lessee's property, business operations. or obligations under lhis Lease.
B.S Insurance Pollcie.. Insurance required herein shall be by companies duly licensed or admitted 10 transact business in
the state where the Premises are located, and maintaining during the policy term a "General Policyholders Rating" of alleast B+, V, as
set ror1h in the most current issue of "Best's Insurance GuideM, or such other raling as may be required by a Lender. Lessee shaD not
do or permilto be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor
certified copies of policies of such insurance or cer1ificales evidencing lhe existence and amounts of the required insurance. No such
policy shaD be cancelable or subject to modification except alter 30 days prior written notice to lessor. lessee shall, atleasl 30 days
prior to the expiration of such policies, fumish Lessor with evidence at renewals or "insurance binders" evkIencing renewallhereof, or
.Lessor may order such insurance and charge lhe cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon
demand. Such policies shall be for a term of at least one year, or the length of lhe remaining term of this lease, whichever i$ less. If
either Party shaD fail to procure and maintain the insurance required 10 be carried by it, the other Party may, bul shall not be required to,
procure and maintain the same.
8,6 WIIiYer 0' SUbrogBtlon, W1thoul;atfecting any other rights or remedies, Lessee and Lessor aach hereby release and
re_ Ihe other. and _11101' entire right \0 rec<Ml' damages agelns! the oll1or, for loss 01 or damage 10 lis PlllpOrty arising out 01 or
incident to the perils requi~ to b. Insured against herein. The effect of such releases and waivers ;. noIlknited by the amount 01
......
FORMOFG.'_
,..-
o 1....AmericM industrial RuI Eatate Assoclallon
PAGE 6
I I
c
Insutllnce carried 01 required, or by any deductible. applicable herelo. The Parties agree to have their respective property damage
insurance carriers waive any right to subrogation thai such companies may have against Lessor or leasH, u the cue may be. 10 long
as ttJe Insurance is not invatidated thereby.
8.7 Indemnity. Except lor Lessor's gross negligence or willful misconduct, Lessee shall indemnify, Protect. defend and hold
harmless the Premises. Leuor and its agents, Lessor's master or ground lessor, PIl1ne1'S and lenders. from and against any and 11II
claims. loss of rents and/or damages. liens. judgments, penalties, attorneys' and consunlnls'..... expenses andIor IabIIIItes artsi1g out
01, imIaIving, or In connection with, the use andlor occupancy of Ihe Premise. by Lessee. II any action or proceeding Is brought agaInII
lessor by reason of any of the foregoing matters. lessee shall upon notice defend the same at Lea.." expense by c:ounMI reasonlbly
satisfactory 10 Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have find pllfd any such dalm In Older
to be del8nded or indetMified.
8.8 Exemption of "'''01 from Li8blllty. Lessor shall not be liable for injury or damage to the person or goods, waru,
men:handlse or other PRlP8r1Y of Lessee. Lessee's employHS. contractors, lnvil.... CUllOm.,., or any oCher person In or about the
P_, -. such damage or Injury is cau.ed by or results lrom fire, ...am, o~Iy, g... wlllOr or rein, or !rem 1ht breokago,
leakage, obItruction or other defects of pipes. fire sprinklers, wires. appliances, plumbing, HVAC or lighting fbcturu. or from any ather
cause, whether the said ~ury or damage retune from conditions arising upon the PremlaH or ~ other portions of .... BuIkIing, or
trom _ _ or places. Lessor shan not be _ for ony damago. arising from any oct or nogIocl of any _ tonanl 01 Lessor
nor from.the taau,. of leasotlo enforce the provisions of any other lease In the Project. Nolwithltanclng L.euor's rwgIgence or bNach
of thls lMH, Lenor Ih.. under no circumstance. be liable for injury to Lessee's buslne.. or for any IoU 01 Income or praItt therefrom.
9. OIl,...... or DMtruction.
9.1 Definhlona.
(a) "PremI.. PIIrtlal Damag." shall mean damage or destruction to the improvements on the Premllu, other than
Lessee Owned Alterations and Utility Installations, which can reasonabty be repaired in 3 months 01 leas from the date of the damage
or destruction. and the cost thereol does not exceed a sum equal to 6 month's Sa.. Renl. Lessor ah.. notify Les... in writing within
30 days from the date of the damage or destruction 8S 10 whether or not the damage is Partial or Total.
(b) "PremI... ToUll Destruction" shaft mean damage or destruction to the Improvements on the Premis88, other than
Lessee Owned Afteretions and Utility Installations and Trade Fixtures. which cannot reasonably be repaired In 3 months or less fn:m the
date of the damage or destruction and/or the coal thereof exceeds a sum equal to 6 month's Sa.. Rent, Lusor ahlU notify LnHe In
writing within 30 days from the date 01 the damage or destruction as 10 whether or nol the damage is Partial or Total.
(c) "Insured Loas" shall mean damage or destruction to imptOllltme_ on the Premises. other than L.... Owned
A1teraUons.and Utility Installations and Trade Fixtures, which was caused by an .....nt required to be CCMrMS by the inswance delCl'ibed
in Paregreph 8.3(a), ItrospoctIvo or any doducIiblo amounts or covorego UmllS involved. - .
(d) "Repl.elmetot Cost" shall mean the cost to repair or rebulklth. improvements owned by Lenor at the time o' Ihe
occurrence to their concllion existing Immediately prior thereto, Including demolition, debris removal and upgrading required by the
operation of Appllcablo Requirements, and without deduclion for deproc:ioUon.
(e) "Hazardous Substance Condition" shall mean the occurrence or discovery of a condition InvoMng the presence
of. or a contamination by, a Hazardous Substance as defined in Paragraph 6.2(a), in. on, or under the Premises which requires repair,
remediation, or restoration.
9.2 Partial Damage. Insured Loss. If a Premises Partial Damage that is an Insured loss occurs, then Lessor shl., at
Le&SQr'. expense. repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility lnalllllations) .. 1000
as reasonably possible and lhis Lease shall continue in full force and effect; provided, however, that Lessee shall, at Leuor's election.
make the repair o' any damage or destruction the Iotal cost to repair of which Is $5,000 or less. 8nd, In such event, Lessor IhaII nke
any applicabkt Insurance proceeds aVllilable to Lessee on a reasonable basis for thlt purpose. Notwtthllandlng the forego6ng. If the
required insurance was nol in force or the insurance proceeds are not sufficient 10 eIfect such repair, the Insuring Party lIhIII promptly
contribute the shortage in proceeds as and when required to complete said repairs. In the event, however, such Ihortage was due 10
the fact that, by reason of the unique nalure of the Improvements, full replacement cosllnsurance CCMlrage was not commercially
reasonable and available, Lessor shall have no obligation to pay lor the shortage in insurance PfOC\HCII or to fully restore the unique
aspects 01 the Premises unless Lessee provides Lessor with the funds to cover same, or ad8qU8le uaurance Iheteof, wllhln 10 days
following receipt of wrinen notice of such shortage and requesltheretor. It Lessor receives said funds or adequate UIUI'8I1CI thereof
within said 10 day period, the party responsible for making the repairs shall complete them u soon u reaaonabfy poSItlIe and this
Lease shall remain In fulllorce and effect. If such funds or assurance are nol received. Lessor may nevertheleu elect by written notice
to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commerciany reasonable With Leuor paying any
shortage in proceeds, in which case this lease shall remain In full force and effecl. or (iil have thllLBase terminate 30 days thereafter.
LeSSH shall nol be enlilled to reimbursement or any funds contributed by Lessee to repair any such damage or destruction. PremiMs
Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstancing thatlhere may be some Insurance
coverage, but the net proceeds of any such insurance shan be made available for the repairs if made by efther Party.
9.3 hirtlal Damage. Uninsured Loss. If a Premise. Partial Damage that Is not an Insut'8d Loss occurs. IM"I.... cauHd by
a negfigent or willl'u1 act of Lessee (In which event Lessee shall make the repairs at Lessee's expense), Lessor may either: (i) repair
such damage as soon as reasonably possible at lessor's expense. in which event this L.... shalt continue toM Iorce and effC, or
(ii) terminate this L.... by giving written notice 10 Lessee within 30 days after recllipt by Lessor of knowledge of Ihe occurrence of.uch
damage. Such termination sh8l1 be effective 60 days following the date of such notice. In Ihe event Leuor ejects 10 termin81e this Leas.,
Lessee shall have the right within 10 clays after receipt of the termination notice to give written notice to Leaor of leSS88's cornmiImenl
to pay for Ihe repair of such damage without reimbursement from Lessor. Less.. .hall ptOYide Lessor with laid funds or aatisfadory
assurance thereof wflhln 30 days after making such commitment. In such event this Lease shall continue In fuN fofoe IInd etrect, and
Lessor shall proceed to make such repairs as soon as reasonably possible after the required. funds are available. II L..... does not
make the required commitment, this Lease shall terminate as of the date specffied in the t.rminatlon notice.
9.4 Tom. Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shan
terminate 60 days following such Destruction. If the damage or destruction was caused by the grail negHgence or willful rnlaconduct 01
Lessee, Lessor shaD have the right 10 recover Lessor's damages from Lessee, except as provided in Paragraph 8.6.
9.5 Daimage Near End of Tenn. If at any time during the last 6 months ollhls LeaH there is damage for which the cost to
repair exceeds on. month'. Base Rent, whether or not an Insured Loss. lessor may terminate this Lease effective 60 da)'8 toHowing the
date of oc:currence of such damege by giving a written termination notice to Lessee within 30 deys: aller the dale 01 oocumtnce of such
damage. Notwithstanding the foregoing, if Lessee al that time has an exercisable option 10 extend this Lease or 10 purch... the
Premiaea. then Le.... may pnI..rve this lease by. (a) exercising such option and (b) providing Lessor with tJnf ahofIage in Insurance
ptoceeds (or adequate assurance thereof) ne.d6d te, mc.iw th. ...tiairs.).. e,r ba~O.oir ;:'.. earlier of (I) UI8 da;.) which is ~O da)'8 on...
Lessee's receipt 01 L.esso(s wrIlIen notice purporting 10 terminate this Lease, or (i1) the day priqr to the data upon which such option
expires. tt Les... duty exerciIea such oplion during such period and provides Lessor with funds (or adequate aaurance thereof) to
cover any shortage in insurance proceeds, Lessor shall, at Lessor's'commercially reasor\able expense, repeir such damage as 800n 88
..reasonably possible and this Laase shall continue In full force and effect. If Lessee leils to exerciH such option and ptOYide such funds
or assurance during such perkKI, then this Lease shall terminate on the date specified In the IermlriaUon notice and LeUH" option Ihlll
be oxtinguishad.
9.6 AbaWmlftt of Rentj Lusee'. Remedl.s.
(a) AbrMement. In the event ol..Premlses Partial Damage or Premises Total Destruction or a Hazardous Substara
Condition for which Le.... .. not responsible under this Lease, the Rent payable by Leu.. tor the period required for the ntpatr.
remediation or restcMalion 01 such damage shall be abated in proportion to the degree to which Lessee'. use of the PawmlHI is Impairtd.
but not to exceed the proceeds recetved from ehe Rental Value insurance. All oth.r obligations of LeIIH hereunder IhaII be performed
by Less.., and Lessor lhall have no liability for any such damage. destruction, remediaUon. repair Of rutoralion axeepI: as pl'OYided
~m. .
c
c
-
o 1~ Indun'tI'..... ~t8Ie AssociaUOn
PAGE'
-
FORM OFQ.,....
II
c
c
c
(b) Remedies. II Lessor shall be obligated to repair or restore the Premises and does nol commence, in a I~tanttal
.00 meaningfW 'WW/, auch repair or restoration within 90 days after such obIiga1ion shall accrue, Lessee may, a' any Ume prior 10 the
commencement of such rep.... or restoration, gille wrinen notice 10 Lessor and to any Lenders of which Lessee has actual notice. of
Le...... efection to terminate this Lease on a date nOl1ess than 60 dayslollowing the giving of such notice. If L..... Olws auch notice
and such repair or restoration is nol commenced within 30 days thereafter, this Lease shaU terminate u of the dale specified In said
notice. II the replli, or restoration is commenced within such 30 days. this Lease shall continue in lun force and effect. .Commence"
shall mean either the unconditional authorization of the preparation ot the required plans. or the b8ginnmg of the actual work on the
Premises, which....' first occurs.
9.7 Tennln.tlon; Advance Payments. Upon termination of this Lease pursuant to Paragraph 8.2(g) or Paragraph 9. 8n
equitabje adjustment shan be made concerning advance Base Rent and any other advance payments made by Less.. to lessor. le.sor
shall. In addition. return to lessee 10 much of Lessee's Security Deposit as has nor been. or Is not then required to be. used by Lusor.
9.8 W.1ve Statutes. Lessor and Lessee agree that the terms 01 Ihis lease shaD govern the eNect of any damage to or
destruction of the Premises with respect to the termination of this Lease and hereby waive the provisions of any present or future statute
to lhe extent inconIiItent herewith.
'0. Au' praperty_.
10.1 Definitions. As used herein. the term "Rul Property Taxes" shaD include any form of assessment; real estate. glNH'III.
special, ordinary or extraon:linary, or rental I8\/)' or tax (other than inheritance, personal income or estate taxes); impfOV8lnenl bond;
and/or license fee Imposed upon or ~ against any legal or equitable interest of lessor in the Project, lessor's right to other Income
tnereifOlll, and/or Lessor's buslne.. of leasing, b)' any authority having the direct or indired plWfer to lax rand wh.;r. th.i t...ndI aM
g......led with relerenoe to Ihe ProjeCt addre.. and where the proceeds so generated are to be applied by the ciIy. county or other local
taxing aUlhoriry of a jurisdictton within which the Project is located. "R..I Property T.x.... shall also Include any _, .... levy.
.....sment or charge, or any Increase therein, Imposed by reason or .....nls occurring during the term of this lease, Including: but nol
limited to. a change In h OWMrship ot Ihe Project or any portion thereof or a change In the improvemen.. thereon.
10.2 Payment ofT.xu. Except as otherwise provided in Paragraph 10.3, Lenor shaD pay the Real Property Taxes appbbf.
to the Project, and said paym.nts shan be included in the calculation at Operating Expenses In accordance with the provisions ot
Paragraph 4.2.
10.3 Ac:IdlUonallmprovements. Operating Expenses shaH not Include Real Property Taxes specified in the tax lISS8ssor'S,
records and work ah.... as being caused by addilionallmprovements placed upon the Protect by other lessees or by Lessor lor the
exclusive .n;cymenl of such other lessees. NolWithSlandlng Paragraph 10.2 hereof, Lepee ahaI, however, pay 10 leAOf' aI the lime
OpenIting Expenses are payable uncler P....graph 4.2, the entirety of any increase in R.al Prop.rty Taxes if ass.ssed soktly by reason
01 Alterations, Trade F'lXbJres or Utility Installations placed upon the Premises by lessee or at lessee's request.
10.4 Joint AaHsamenL II the Building la-not sep....tely assessed, Real Property Taxes a1~ to the Building shall be an
equitable proportion of the Real Property Taxes for aa ot the rand and improvements included within Ih. tax parc.1 a...ued, such
propottion to be determined by Lessor from the respective valuations assigned in the assessor's work 'h.... or such other Information
as may be reasonably available. Lessor's reasonable determination thereof, in good faith, shaJl be conclusive.
10.5 Personal Property Tax... Len" shaH pay prior to delinquency all taxes ass.ssact against and levied upon luue
Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all personal property or Lessee contained In the
Premises. When possible, l..... shall cause lis Lessee Owned Altarations and Utility lnatailatlonl. Trad. Fixtures, lurntshlngs,
equipment and aH other personal property to be assessed and bined separately from the real property ot L.essor. If any of L.e...... said
property shaD be aaseaaed with L.esso(s real property, lessee shall pay lessor the taxes attributable to Lauee's prop.rty within 10 days
after receipt of . written ltalement setting forth the taxes applicable to lessee's property.
11. UtIUtIn and services.
11.1 services Provided by Leuor. Lessor shall provide heating, ventilation, air conditioning, reasonable amounts of
electricity for normal fighting and office machlnlS, water lor reasonable and normal drinking and tavatory uae in connection with an ofIIce,
and replacement Iighl bulb. andlor ftuorescent tubes and ballasts lor standard overhead fixtures. Lessor shall also provide janitorial
servtce. 10 the Premises and Common Areas 5 times per week, excluding Building Holidays, or pursuant to th. attached janilorial
schedule, if any. Lessor shall not. however. be required 10 provide janilorial services to kitchens or storage areas included within the
Premises.
t 1.2 Services Exduslve to Lassee. Lessee shall pay for all water. gas, heat, light, power, telephone and oth.r utilities and
services specially or excIu.siYeIy supplied andlor metered exchJsively to the Premis.s or to lessee. together with any taxes thereon. If
a service is deleted by Paragraph 1.13 and such service is not separately metered to the Premises, Less.. shaD pay at Lessor's option,
either Lessee" Share or a reasonable proportion 10 be determined by Lessor of ail charges for such jointly metered l8fVice.
11.3 Houn of ServIce. Said services and utilities shall be provided during times set forth in Paragraph 1. t2. UliliUe. and
services required at other times shall be subject to advance request and reimbursement by lessee to lessor of lhe cosllhereof.
11.4 Exc... U..g. by Les.... lessee shall not make connection 10 the utilities except by or through existing oUlIets and
shaH not install or use machinery or equipmenl in or about the Premises that uses excess water, lighting or power, or suffer or permit
any act that causes extra burden upon rh. utilities or services, inctuding but not limited to security and trash services, over standard
office usage for the Project. lessor shall require lessee to reimburse Lessor for any excess expenses or costs that may arise out of a
breach of this subparagraph by lessee. Lessor may, in its sole discretion, Instan at Lessee's expense supplemental equipment andlor
separate metering applicable to Lessee's excess usage or loading.
11.5 Interruption.. There shall be no abatement ot rent and lessor shall not be liable In any respect whatsoever for the
Inadequacy, stoppag..lntemJption or discontinuance 01 any utlUly or service due to riot, strike, labor dispute, breakdown, accident, repair
or other cause beyond Lesso(. reasonable control or in cooperation with governmental request or directions.
12. Asslgn....nt and Subletting.
12.1 Lessor's Consent Required.
(a) lessee shall not voluntarily or by operation of law assign. transfer, mortgage or encumber (collecttvely, ....Ugn or
assignment") or sublet an or any part or Lessee's interest in this Lease or in the Premises without Lessor's prior wrlnen conaent
(b) Unless: Lessee Is . corporation and its stock is publici)' traded on a naUenal stock exchange, a change in the conlrOl
of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis. of 25% or more 01 the voting control 01
lessee shall constitute a change in control for this purpose.
(c) The involvement 01 lessee or its assets in any transaction, or aeries of transactions (by way ot mergar. .....
acquisition, financing, transfer, leveraged buy.QUI or otherwise), whelher or not a formal assignment or hypothecation of this Lease or
Lessee's assets occurs, which results or will result in a reduction of Ihe Net Worth 01 lessee by an amounl greater than 25% 01 such
Nel Worth as it was represented at the time of the execution of this Lease or at the time of the most recent assignmenllo whtch Lessor
h.. consented. or as It exists immediately prior to said transaction or transactions constituting such reduction, whichever was or II
greater, shall be considered an assignment of this lease 10 which Lessor may withhold its consent. "Net Worth of Lessee" shall mean
the nat worth ot Lessee (excluding any guarantors) established under generalty accepted accounting princif)les.
(d) An assignment or subletting without consent shan, at lessor's option, be a Delauh curable after notice per Paragraph
13.1(c), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved
.,JlSSignment or sublening as a noncurable Breach, lessor may either: (i) terminate this lease, or (Ii) upon 30 days written notice, Incraue
the monthly Base Rent to t 10% of the Base Rent then in enecl. Further, in the event of such Breach and rental adjultment. (i) the
pwchase price of any option 10 purchase the Premises held by Lessee shall be subject 10 similar adjustment to 110% of the price
prevtou,1y in effect, and (i1) aD fixed and non-fixed rental adjustments scheduled during the remainder of the leue tenn shaD be
increal8d to 1 tO% of Ihe'eeheduJed adjusted re.ot.
{e} leas..'s remedy for any breach of Paragraph 12.1 by lessor shall be limited to compensatory damages ancUor
Injunctive relief.
.;.-
FORM OFQ.t-MI
......
e 1~ Indu.trlaI Real Estate AssocIation
PAGE.
.J.......-._
.' .
c
12.2 Term. and Conditions AppllCllble to Aulgnment and SublMtlng.
(a) Regard.. of leAor'. consent. no assignmenl or subletting shall: (I) be effective wiUloul the express written
assumption by such assignee or sublessee 01 the obligations of Lessee under this Lease. (ii) nil.... Leaaee 01 any obUgallons
hereunder, or (iii) aher Ihe primary liability 01 Lessee for the paymenl of Rent or lor Ihe performance of any other obIigIIdona to be
performed by Lessee.
(b) Lessor may accept Rent or performance of lessee's obligations from any person other than Lessee pending
approval or disapproval 01 an assignment. Neilher. delay in the approval or clu.pproval of such assignment nor the acceptance of Renl
or performance shall constitute a waJvel or estoppel or Lesso(s righlto exercise its remedies for Le...... Delauh or Breach.
(e). Lessot's consent to any alignmenl or subletting shaH no1 consliiute a consenl to any lUbHquenl assignment or
8ublenlng.
(d) In the event of any Default or Breach by Lessee, Lessor may proceed directly agatnst Lessee. any GuarantOtl or
anyone .... responsible tor Ihe pedormance of Lessee's obligations under thillA.... including any usignee or ..,t-' ..... wfthout 6f1'
exhaus.ling Lessor'. rem.en.. against any other person or entity responsible therefor to Lnaor, or any MCUrity held by Leaaor.
(e) Each request for consent 10 an assignmen1 or subletting IhaII be In writing, accompanled by Information reiIYant to
Lesso"s determinalion u to the financial and operational responsibility and appropriat.ne.. of Ihe propoHd assignee or 1UbI....,
including bul not limited 10 the int.nded use andfor required modifICation of Ih. Pr......1f any. lHMe agren to provtd. Lessor with
such oMltr or additionallntannallon and/or documentation as may be reasonably requested. (See also Paragraph 36)
(I) Any Ulignee of. or subl..... under. this Leas. shall. by reuon 01 accepling such auignment or entemg InIo IUCh
sublease. be deemed 10 havetuaumed and agreed to conform and compty with each and every term. cownanI. condIUon .-,d obIIgallon
herein 10 be observed or performed by Llsse. during the term 01 said assignment or IUbtease, other than luch obIlgallonJ as are
contrary to or InconsiaIent with provisions of an asatgrvnent or subI.... 10 which l.eaor hu .peciftcaIy conHnIed to In writing.
(0) Lnsor's oonsenllo any .ssignment or .ubletting ahall noIlransler 10 th. auignH or IUbIeuee IInY Option granted
to lhe orlgln.lle.... by Ihi. Leu. unleu .uch transfer is spedftcalty connnted to by lessor '" wrIUng. (See PanIgqph 38.2)
12.3 __ T..... .nd Candnlon. Applicable to Sublelllng. Tho following terms and _ _ IIPPly to any
subletting by lusH of aU or any part of the Premises and .haD be deemed inctuded in an .ubleases under this le... wMlher or not
"""reuly ___:
(a) l.... heraby assigns and transfers to Lessor an 01 L....... InIereIIln an Rem pay8bIe on any .uble.... and
Lessor may collect such RanI and apply same toward L.easee's obligations under this Lease; provided. howeY8t, that LI'ItiIa Breach shall
occur in the perlormance of La....'. obligation.. Lessee may coiled said Rent. Lnsor IhaU not, by rHIOn of the far8gaIng or any
assignment of such sublease. nor by reason of the coIection 01 Rent, be deemed RabIe,to the SWla.... tor anyfllure 01 LHHe to
perform ond comply wIh any of Leu.'s oIlIIgstion. 10 such sublessee. Lossee heNby lrreWcsb1y .._ ond ....... any .uch
sublessee. upon receipt 01 . written notice from Leasor stating that a Breach exists in the performance of Leun'a obIigaIionI under this
Lease, 10 pay 10 Lessor .. Renl due and to become due under the subleue. Sublessee shall rely upon Irf'/ .uch notice from LesIor
and shaD pay aU Rent. to Lessor without any obligation or righllO inquire as to whether such Breach exlsts, notMUlstandIng any daJm
'rom L.as. to the COnlrary.
(b) In Ihe ....,1 0' a Breach by Lessee. Lessor may, at its option, require sublessee 10 aItom 10 Lenar, In which event
Lessor shalt undertake the obtigations of the sublessor under such sublease lrom the lime of the exerdse of said option to lhe expiration
of such sublease; provided, however. Lessor aha" not be liable for any prepaid rents or security ~ paid by luch sublessee to such
sublessor or lor any prior Oelaufts or Breaches of such sublessor.
(c) Any matter requiring the consenl of the subtessor under a sublease shaD also require the consent of Lessor.
(d) No suble.... shall further assign or sublet all or any part 0' Ihe Premises wiIhouI Lessor's prior wrmen consent.
(e) Lessor shall deliver a copy of any notice of Defauh or Breach by Lessee to the ~, who shall haw th. right
10 cure the D.tautt of ....... within Ihe grace period. ilany, specified in such notice. The sublessee shall have a right at reimbursement
and off..l 'rom and agaJnst Le....lor any such Defaults cured by th. subJessee.
13. aefllultj 8....chj Remedies.
13.1 Default; a,..ch. A "OehIult" is defined as .Iallure by the lessee to comply with or perform any of the terms, covenanla,
conditions or Rules and Regulations under this Lease. A "Breach" is defined as the occurrence of one or more of lhe following Defaulls,
and the failure of Lessee to cure such Default within any applicable grace period:
(a) The abandonment or th. Premise.; or the vacating of the Premises without providing a commercially reasonable
level 01 security. or where lhe coverage of th. property insurance described in Paragraph 8.3 is jeopardiZed as a result thereof. or without
providing reasonable usurances 10 minimize potential vandalism.
(b) The failure of Lessee to make any payment of Rent or any Security Deposit required 10 be made by Lessee
hereunder, whether 10 Lessor or 10 a third party, when due, 10 provide reasonable evidence 01 insurance or .urety bond, or 10 rullin any
obligation under this Lease which endangers or threatens life or property. where such failure continue. for a period 01 3 business days
following wrtnen notice 10 Lessee.
(c) The tailure by lessee 10 provide (i) reasonable written evidence 0' compliance with Applicable. Requirements, (ii) the
service contract., (iii) the rescission of an unauthorized assignment or subletting. (Iv) an Estoppel Certificate. (v) a requested
subordination. (vi) evldenoe concerning any guaranty andfor Guarentor. (vii) any document requested under Paragraph 41 (usemenls).
or (viii) any other documentation or information whk:h Lessor may reasonably require of Lessee under the terms of this Lease, where
any such failure continues for a period of 10 days Iollowing written notice 10 lessee.
(d) A OeIaull by Lessee u 10 the terms, covenants. conditions or provisions of thts Luse, or oIlhe rules adopted under
Paragraph 2.9 hereof, oIher than those d.scribed in subparagraphs 13.1{a), (b) or (c), above, where .uch Default continue. lor a period
of 30 days alter written notice; provided. however. that If the nature of Lessee's Oefaull is such thai more than 30 days Ire reuonabfy
required for its cure.1hen II shall nOl be deemed to be a Breach il Lessee commences such cure within I8Id 30 day penod and lhereafter
diligently prosecutes such cure 10 completion.
(e) The occurrence or any of the fol1owtng events: (i) the making ot any general arrangement or assignment for the
benefit of eredllOrs; (II) becoming a "d8btor" as defined in 11 V.S.C. i 101 or arry succe.sor slalUte therelo (unles., in Ihe case of a
petition filed against Lessee, th. same is dismissed within 60 days); (Iii) the appointment of a trustee or receiver to lake possession of
substantially all oIlessH's assets Iocalad 8Ilhe Premises or 01 Lessee's interest In Ihi. Lease, where possession i8 nol restored 10
Lessee withm 30 dIIy.; or (Iv) the attachment. execution or olher judicial seizure 01 substantially all of l.eaee', UI8I$ kJcated 81 the
Premises or of Le...... interest in this Lease. where such seizure is not discharged within 30 days; provided, however, In the event that
any provision of this subparagraph (e) Is contrary 10 any applicable law, such provision shall be of no force or effect. and noI affect the
valkllty oItha rel'RlllrMng provisionso
(n The discovery that any Unancial s:a:amE:r.: o! Lo..ec :or :~ :Jr."o C:.l;;..~::;r G~":;"; :: :'::::::J:r \\-0:; mc:criaUy:.:be.
(g) tithe performance of lessee's obligations under this Lease is guaranteed:' (I) the death or a GuaranlOr, (II) lhe
termination 01 a Guarantor's IlabiIity with respect 10 this Lease other than in accordance with the terms of such guaranty, (Ii) a
Guarantor's becoming InlOlwnt or the subject of a bankruptcy filing, (iv) a Guarantor's relusallO honor the guaranty, or (v) . Guarantor's
..,breach 01 its guaranty obligation on an anticipatory basis. and lessee', faiSure. within 60 days foIlowlng written notice of any such .....,t.
tQ.ptoYide written attematiYe ...uranceor security, which, when coupled with the then existing resources 01 L.esIe., equals,or exceeds
lhe combined financial resources of Lessee and the Guarantors that existed 81 the time of ItX8CuIion of Ihts Lease.
13.2 RemedI... It l.Hseelaill to perform any 01 its arnrmative dulle. or obUgatlonS, within 10 days aller written notICe (or in
case of an emergency, without notice), Leesor may, at ill option, p.rform such duly or obUgalton on le...... behd', Including but: not
limited 10 the obtaining of reasonably required bonds, insurance policie.. or govemmenlalllcenses, permll8 or approvals. The COlli and
expense. of any 8uch perIormance by Lusot shall be due and payable by Lnaee upon reoelpt of Involc8lhentfor. tI any check gtven
to Lessor by Leesee _ ... be honored by tho bonk upon which ~ Is drewn, Lessor, .1 lis option, may require .. Iubno poymonIS to
be made by LesIee to be bycuhle'" check. In the evenl 01 a Breach. Lessor may, wtlh or without further nollce or demand,lnd without
limiting LeSlor in the 8X8fCise of any right or remedy which Lessor may have by r.ason 01 .uch Breach:
c
c
.......
o 1~ Indu.trial..... b.... AssoclaUon
PAGE 0
.-
FORM OFQ..,....
c
(a) Terminale Lessee's right 10 possession of the Premises by any lawful means, in which case this Lease shall
terminals and Lessee ahalllrnl'Mdia1ety aurrendllr pose.asian to LessOC'. In such event Lenor shall be Mtided 10 recover from L....:
(I) the unpaid Rent which had been earned at the lime of letlTlination; (ii) the worth at the lime of IWIIrd of lhe amount by which the
unpakt rent which would have been earned after termination untU the lime 01 award exceeds the amount of such rental toss that the
L..... proves could have been reasonably avoided; (iil) the worth 81th. time 01 awatd of the amount by which the unpaid rent lor the
balance of the term aft.,. the time 01 award exceeds the amount of such renlalloss that the Lessee proves could be reasonably avoided;
and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee'slaHure to perform
its obItgations under this Lease Of which in the ordinary course of things would be likely to resuM thererrom. induding bul not limited to
the coat of recovering possession of the Premises. expenses of reletting, Inducing necessary renovation and alteration of the Premises,
reasonable aftomeys' tees. and Ihat portion of any 'easing commission paid by Lessor in connection with this lease applicable 10 Ihe
unexpired Ierm of this Lease. The worth al the time of award of the amount referred 10 In provision (ill) 01 the Immediately preceding
senlence shall be computed by discounting such amount at lhe discount rate of the Federal Reserve Bank of the Olalm within which
Ihe Premises 8,. located at the time of award plus one peteent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of
this Le... shafl not watve lHso(s right to recover damages under Paragraph 12. If termination of this Lease is obtained through the
provisional remedy of unlawful detainer, lessor shan haw the right to recover In such proceeding any unpaid Rent and damages as are
recoverable therein, or l.Hsor may reserve the right to recover all or any part thereor in a separate suit. If a notice and grace period
required under Paragraph 13.1 was not previously gillen,. notice to pay rent or quil, or to perform or quit given to Lessee under the
unlawful detainer statute shal also COnstitute Ihe nol\ce required by Paragraph 13.1. In such case, the applicable grace period required
by Paragrllph 13.1 and the unlawf'" delair16r statute ahall run concurrently, and the failure of lessee to o::'.Jre t.',. Oefau:t "Ntlhln:he greatar
of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entidlng Lessor 10 Ihe remedies
provided fo, in this Lease endlor by said statule.
(b) Continue the Leue and Lessee's righlto possesston and recover the Rent as It becomes due, in whlch.....nt Lessee
may sutMt or a&Sign, subjecl only to reasonable Iimilalions. AcI$ of maintenance, efforts to r.let, andfor the appoinlmenl of a receiver
to prolect the Lessor's interests, shall not constitute a termination of the Lessee's right to possession.
(c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of Ihe state wherein the
Premises are located. The expiration or terminalion ollhls Lease and/or the termination of Lessee's right to possession shall not relieve
Lessee trom liability under any indemnity provisions of this Lease as to matlers occurring or accruing during the term hereof or by reason
of Lessee's occupancy of the Premises.
13.3 Inducement Recllpture. Ani agreement for free or abated rent or othar charges, or for the giving or paying by Lessor
to or for LeSSH 01 any cash or olher bonus, inducement or consideration for Lessee's entering into this Lease, all of which concessions
are hereinafter referred to 8S "Inducement Provisions", shall be deemed conditioned upon Lessee's fuD and laithful performance of all
of the 'erms, covenants and conditions ot this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall
automatically be deemed deleled from Ihls Lease and 01 no further force or effect, and any renl, ohr Charge, bonus, Inducement or
conskterallon theretofore abated, given or paid by Leaaor under such an Inducement Provision ahan be lmmedlately due and payable by
Lessee 10 Lessor, notwilhalandlng any subsequenl cure of said Sreach by Lessee. The acceptance by Lessor of rent or the cure 01 the
Sreach which initiated the operation of this paragraph shall nol ba deemed a waiver by LeSSOl' of the provisions of this paragraph unless
spec:ifically so stated in writing by lessor at the lime of such acceptance.
13.4 Lat. Charge.. Less.. hereby acknowledges that late payment by Lessee of Rent wilt cause lessor to incur costs nol
contemplated by this Leue, the exact amount of whk:h wi. be extremely difficult to ascertain. Such costs Include, but are not limited to,
processing and accounting charges, and late charges which may be imposed upon Lessor by any lender. Accotdingly, il any Rent shall
not be received by Lessor wilhin 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall
pay 10 Lessor a on.lime &ate charge equal to 10% of each such overdue amount or $100, whichever is grealer. The parties hereby
agree that such late chatgl represents a talr and reasonable estimate of the costs L8S$Ot will incur by reason of such late payment.
Acceptance of such late charge by Lessor shal in no event constitute a waiver of Less..'s Defaun or Breach with respect 10 such
overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a lale charge is
payable hereunder, whether or not collected, for 3 conIecutive Installments of Ba.. Rent, lhen notwithstanding any provislon oIlhls
lease 10 the contrary, Sase Renl shall. at Lessor's option, become due and payable quarterly in advance.
13.5 Int....... Any monetery payment due Lessor hereunder, other than late charges, nol received by Lessor, when due as
to schedu5ed payments (such as Base Rent) or wilhin 30 days following the dale on which it was due for non-scheduled payment, shall
bear interest from the date when due, as to scheduled payments, or the 31st day aher it was due as to non-scheduled payments. The
Interest ("Interur') charged shall be computed at the rate 0110% per annum but shall not exceed the maximum ral. allowed by law.
Interest Is payable in addition 10 the potential late charge provided for in Paragraph 13.4.
13.6 B,..ch by Lessor.
(a) Notice or Bruch. Lessor shall nol be deemed in breach of this Lease unless Lessor lails within a reasonable time
10 perform an obIlgation required to be performed by Lessor. For purposes of Ihis Paragraph. a reasonable time shall in no event be less
than 30 days after receipt by Leuor, and any Lender whose name and address shall have been lurnished Lessee in wrtling for such
purpose, of written notice specifying wherein such obligation of lessor has not been performed; provided, however. that if the n8lUre of
leaso(s obligation is such that more than 30 days are reasonably requited for its performance, then Lessor shall not be In breach if
performance is commenced within such 30 day period and thereaher diligently pursued 10 completion.
(b) Performance by Lu... on Behalf of Le..or. In the event that neither Lessor nor Lender cures said breach within
30 days after receipt of said notice. or il hevlng commenced said cure they do not diligently pursue it to completion. then lessee may
ek!ct to cure said breach at Lessee's expense and orlset from Rent the actual and reasonable cost to perform such cure, provided
however, that such offset shall not exceed an amount equal to the greater 01 one month's Base Rent or the Securily Deposit. reserving
Lessee's right to seek reimbursement from Lessor. Lessee shall document the cost 01 said cure and supply said documentation 10
LesllOf.
t4. Condemnation. II the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of
the exerdse of said power (collectively "Condemnation"), Ihis Lease shall terminate as to the part taken as of the date the condemning
authority takes tiUe or possession, whichever first occurs. II more Ihan 10% of the rentable rloor area of the Premises, or more than 25%
of Lessee's Reserved Parking Spaces, if any, are taken by Condemnation, Lessee may, at Lessee's option. to be exerc188d in writing
within 10 days after Lesso, shall have given Lessee written notice of such taking (or in the absence of such nOllce, withk'l10 days after
the condemning authority shaD have laken posseSsion) terminate this Leas. as 01 the dale Ihe condemning authority takes such
poaeeaalon. If Leas.. don not lerminate this Lease in accordance wilh the toregoing, this lease shall ntmain In rutl force and effect as
to the portion 01 the Premises remaining, except that the Base Rent shaH be reduced in proportion to the reduction in utility of the
Premises caused by such Condemnation. Condemnation awards andfor payments shall be the property of Lenor, whether such award
shall be made as compensation for diminution In value 01 the le.sehold, the value 01 the part taken, or for severance damage.; provided,
however, Ihat Lessee shall be entitled to any compensation for Lessee's relocation expenses, loss of business goodwill and/or Trade
FIlCtUteI, withoul regard to whether or not this lease is terminaled pursuant to the provisiOns of this Paragraph. All Afteratlons and UllliIy
Installations made 10 the Premises by Lessee, for purposes or Condemnation only, shall be considered !he property of the Lesaee and
Le.... shall be entlded to any and all compensation which is payable therefor. In the event thai this lease is not terminali'd by reason
.Of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation.
15. Brokonlge Feel.
15.1 Addltionel Commlulon. In adcUtion to the payments owed pursuant 10 Paragraph 1.10 above, -and unless Lessor and
Ihe Brokers otherwise agree in writing, Lessor agrees that: (a) if lessee exercises any Option, (b) if Le,," acquires from Lessor any
rights to the PremIaea or oIher premisea owned,py Lessor and located within the Project, (c) II Le.... remains in posaeulon of the
p_. wi'" tho CONIIIl 011.1..... _ tho Olqlirallon 0I1his 1.1".. or (d) K Bose Rom 10 1ncrI1IId. wholhI, by 11I.......1 or
ope,.t1on of an escalation daua hMain, then, Lenor shall pay Brokers a fee in accon:tance wilh the schedule oIlhe Brokers In eftect
al the time or the execution 01 this le....
'.
c
c
..-
o 11H-Amer1cen industrial Real est.te A..octilllon
PAGE 10
.......
FORIl OFo,......
I I
.
c
15.2 Assumption of Obligations. Any buyer or transferee of lessor's interest in this l.ase shllll be deemed 10 have
8S$umed Lesso(s ob6igation hereunder. Brokers shall be third party beneficiaries 01 the provisions of Paragraphs 1.10. 15, 22 and 31.
" Lessor fails 10 pay to Srokers any amounts due as and lor brokerage fees pertaining to this Lease when due. then such amounls IhaII
accrue Int....st. In addition, if Lessor fails 10 pay any amounts to Lessee's Broker when due, Lnsee'l Bloker mil)' send written noUce
, to Lessor and lessee of such failure and if lessor fails 10 pay such amounts wllhin 10 days aft.r said notice, Lessee shal pay said
monies to Its Broker and offset SUCh amounts against Rent. In addition. Lessee's Broker shall be deemed 10 be a third party beneficiary
0' any cornmtsslon agreement entered into by andlor between Lessor and Lessor's Broker for the limited purpose of coUecting any
brokerage leo owed.
15.3 Representations and Indemntties of Broker Relationships. Lessee and lessor each represent and warranlto the
other thalli has had no dealings wilh any person, firm, broker or finder (other than the Brokers, If any) in connection with this Lea.., and
that no one. ~er than said narhe(j. Brokers is ..,tlllttd to any oommi$lion or .Iindets tee in ~ herewtIh. .Lnsae and L.assor do
each hereby agree to indemnify. protect, delend and hold the other harmless from and against f1abHIty forcompensation or charges which
may be dlimed by any such unnamed broker, finder or other similar party by reason 01 any dealings or actions of the Indemnffylng Party,
including any costs, expenses, attorneys' fees reasonably incurred with respect thereto.
16. Eltoppel Certificates.
(a) Each Party (as "Responding Party") shall within 10 days after written notice lrom the other Party (the -Requutfng
Party'" execute, acknowledge and deliver to the Requesting Party a statement in writing In form slmHar to the then most cuntnt
"Estoppel C.rtlflcate" form publiShed by the American Industrial Real Eslale Association, pius auc:h addlllonal Inlormation,
confirmation and/or statements as may be reasonably requested by lhe Requesting Party.
(b) It the Responding Party shan fail to execute or deliver the Esloppel Certlflcale within auc:h 10 day pIIriod, the
Requesting Party may execute an Estoppel Certificate stating that: (i) the Lease is in luU Ioroe and effecl wilhDut mocIfication except as
mer be represented by the Requesting Party, (ii) there are no uncured defauhs In the Requesting Parly's performance, and (III) If Lessor
is the RequesUng Party, not more than one month's rent has been paid In advance. Prospective purchas.... and encumbnlnc:erl may
rely upon the Requesting Pany's Estoppel Certificate, and the Responding Party shall be estopped lrom denying the truth or the facts
contained in said Certificate.
(c) II Lessor desires to finance, refinance, or sell the Premises, or any part thereot, lessee and en Guarantors shall
deliver 10 any po18ntiallender or purchaser designaled by Lessor such financial statements as may be reasonably required by such
lender or purchaHr, incfuding but notlimiled to lessee's financial statements for the past 3 years. AI such financialllalementa shaD be
received by lessor and such lender or purchaser in conlidence and shaU be used onty IQr ~ purposes herein _forth.
17. DefInition 01 LesSOf. The term "Lessor" as used herein shall mean the owner or owners at the lime in question 01 the "etitle
to the Premises. or, if this is a sublease, 01 the lessee's interesl in the prior lease. In the evenl 01. lransfer oIlellOt's tide or interest
In the Premises or this lease, leSsor shall de6ver to the transleree or assignee (In cash or by Cf8dII) any unused Securtly Depo.tI held
by usiar. Except as PfOYided in Paragraph 15, upon such transfer or assignmenl and delivery 01 the security Deposit. as aforesaid,
the prior lessor shaD be reliewd of aN liability with respect to the obligations and/or covenants under this lease thereafter to be
performed by the Lessor. Subject to the foregoing, the obligalions andlor covenants in this lease 10 be performed by the lessor shall
be binding only upon the Lessor as hereinabove defined.
18. Severability. The Invalidily of any provision of this lease, as determined by a court 01 competent jurisdiction, shan In no way affect
the validity 01 any other provision hereof.
19. o.ys. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shaH mean and reter 10
calendar days.
20. L1mtlation on Uabllity. Theobligalions of lessor under this Lease shall nol constitute personal obligations 01 Lessor or its
partners, members, diteclo~, officers or sharehoSders, and Lessee shall look to Ihe Project, and to no other 8S88IS 01 Lessor, lor the
selislaction of any liability of lessor with respect to Ihis Lease, and $haa not seek recourse against Lessots partners, members,
dlrec:lors, officers or shareholders, or any of their personat assels for such satlslaclion.
21. Time of &senc:e, Time is 01 the essence with respect to the performance of ail obligations 10 be performed or observed by the
Parties under this Lease.
22. No Prior or Other Agreements: Broker Disclaimer. This lease contains all agreements between the Parties with respect 10 any
maner mentioned herein, and no other prior or contemporaneous agreement or understanding shan be effective. lessor and lessee
each represents and wammts to the Brokers thai il has made, and is relying solely upon, its own Inwatigatlon .s to the nature, quality.
character and linanciat responsibl!lty 01 the olher Party to this lease and as to the use, natute, quality and charllder 01 the Premises.
Brokers have no responsibiUty with respeCI thereto or with respeclto any delault or breach hereol by ellher Party. The liability (Inc:tuding
court COIlS and anomeys'lees) of any Broker with respect to negotiation, execution, delivery or performance by either lessor or leuee
under this Lease or any amendment or modification hereto shail be limited 10 an amount up 10 the lee received by such Broker pursuant
to this lease: provided, however, that the loregoing Iimitalion on each Sroker's liability shall not be applicable 10 any gross negligence
or wiNful misconduct of such Broker.
23. Notices.
23.1 No1ice Requirements. Ail notices required or permitted by this lease or applicable law shall be in wrlUng and may be
delivered in person (by hand or by courier) or may be sent by regular, certified or regiatered mail or U.S. Postal Service Express Mail,
wilh postage prepaid, or by facsimile transmission, and shall be deemed sufficiently gtven if served in a manner specified in this
Paragraph 23. The addresses noted adjacent 10 a Party's signature on this Lease shall be that Party's address tor delivery or maHing 0'
noUces. Eilher Party may by wrinen notice to the other specify a different address for notice, except that upon Lauee's taking
p0S5esslon ot 1he Premises, the Premises shall c:onstltule lessee's address lor notice. A copy of all nolice. to Lessor shall be
concurrenUylransmlned to such party or parties at such addresses as lessor may lrom lime to time hereafter deslgnale In writing.
23.2 . Date of Notice. Any nalice sent by regislered or certified mall, relurn receipt requested, shall be deemed given on the
dale of delivery shown on tn. receipt carel, or II no delivery date is shown, the postmark thereon. "sent by regular mail the notice shall
be deemed given 48 hours after the same is addressed as required herein and mailed with postage prepaid. NoIices derrvered by United
Slates Express Mail or owmght courier that guarantee next. day delivery shall be deemed given 24 hours art., delivery 01 the .ame to
the Postal Service or courier. Notices transmitted by facsimile Iransmlssion or similar means shall be deemed deUwred upon telephone
confirmation 01 receipt (confirmation report from lax machine is sufficient), provided a copy is also delivered via deivery or mail. II notice
is received on a Satutday, Sunday or tegal holiday. it shaD be deemed recelved on Ihe next. business day.
24. Waivera. No waiver by Lessor of Ihe Default or Breach of any term, covenant or condition hereol by Lessee, shall be deemed a
waiver of any other lerm, covenanl or condition hereof. or 01 any subsequent Default or Breach by Lessee 01 the same or 01 any other
term, covenant or condition h....of. Lessor's consent 10. or approval of, any ael shall nol be deemed 10 render unnecessary the OblaJning
Clf Lessor's consent to, or approval of, any subsequent or sitrJlar ..~: ~7'lG~ioli, ;:'7:;'a COir~:i."jad GO ~';i bas:' ;:,: ii, a.:ot)pi:~" enf\)f""...e
the provision or provisions of this Lease requiring such consent. The acceptance of Rent by Lelsor shall not be a waiver of any OeIault
or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account .of moneys or damages due lenor,
notwilhslanding any qualllying statements or conditions made by lessee in connection therewith, which such slatements and/or
....conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by lessor at or belore (he time of deposit of
such payment.
25. Disclosures Regarding The Nature 01 a Real Estate Agency Relalionship.
(al When entering into a discussion with a real estate agent regarding a reaf eslate transaction. a lessor or Lessee
should from the outset understand whatlype 01 Jgeney relation5hip or representation it has with the agent or agents in lhe transaction.
lessor and Lessee acknowledge being advised by lhe Brokers in this transaction, as follows:
(i) I ......... Acenl A Lessor's agent under a Hsting agreement with the lessor acts. as the agent lor the lessor
only. A lessots agent or subagenl has the following affirmative obligations: TD the I auot. A fiduciary duly 01 utmrnI care, lntegrtly,
honesty, and byaIty in dealings with the Lessor. To thlt I Sll.'1se and the L A!L'UU' a. Diligent exercise of reasonable skins and care In
performance of the agenl's duties. b. A duty of honest and fair dealing and good faith. c. A duly to disclose an facts known to tha ag.nt
c
c
Initials
1l!l1 !tCl1ll.Am..rlr....n lnctustrt..., "....I Est.le Associ...tlon
PAGE 11
Initials
FnR"'''''.~.1.9I'9'
c
c
c
matel1a11y affecting the ....Iue 01 desirability of the property thai are not known 10. or \Whln the diligent attention and observation of. the
Parties. An agent is not oblgaled to reveal to either Party any confidential informalion obtained 'rom the other Party which does not
involve the affirmative duties set Iorth above.
(Ii) I ___'. AnAn' An agent can agr88 to act as agent for the Lessee only. In these situations, the agent is not
the Lessor's agent. lMtfllf by agreement the agent may receive compensation for services rendered. either In Iud or in part from the
lessor. An agenl acting onty lor a lessee has the IoIlowing affirmative obIIgaUon.. Tn lite I 8U1!!8' A fiducjsry duty of utmost care,
Integrity, honesty. and Ioyatly In dealings with the Lessee. Tn 1M I ASSfI& Anrllhe I Aun,' a. Diligent exercise 01 reasonable sklls end
eel'll in performance 01 the agents duties. b. A duty of honesl and fair dealing and good faith. c. A duty to disclose .a lacIt: known to
the agent materially affecling the value or desirability 01 the property that are not known 10, or within the diligent attention and obs8lV81ion
of. Ihe Parties. An agenlls not obligated to reveal 10 either Party any conlidential inlormalion obtained from the other Party which does
not involve the affirmative duties set forth above.
(Hi) Anent Rliml'ASeriflno Roth LsSJ:Dr liInd"lMliH. A real estate agent, either acting directly or through one Of'more
associate licenses, can tegely ba the agent of both Ihe Lessor and Ihe lessee in a transaction, but only with the knowledge and consent
01 both the Lessor and the lu8ee. In a dual agency situalion. the agent has the following affirmative obligations to both the ussor and
the Lessee: a. A liduci8ry duly of utmost care. Integrity. honesty andloyaUy in the dealings with either Leuor or lhe usse.. b. Other
duUes 10 Ihe l.esIot and the Le....... stated above in subparagraphs (i) or {ii).ln represenling both Lessor and LUSH. the agent may
not wI1houI the exptess permission of the respective Party, disclose to the other Party that the Lessor wiD accept rent In an amount la..
than that Indicated in the IIating or that the lessee Is willing to pay a higher rent Ihan thai offered. The above duties of the IIgent In a real
eslal. l~Wn do hot relHM.l iI. l.8ssor 01 Lessee I,.orn th& respc.nsibllily to pro;eet their aNn Intareats. lessor and lessee shoutd
carelufly read all agreements to assure that they adequately express Iheir underalanding of the transaction. A real estate agent is .
person qualified to adYiae about real estate. "legal or tax advice js desired. consutl a competent professional.
(b) Brokers have no responsibility wilh respecl to any default or breach hereof by either Party. The Iiabill1y (Incfudlng
court costs and altomeVs' feu:). 01 any Brokerwilh respect to any breach 01 duty. enor or omission relating to this lease shaU nol exceed
the lee received by such Broker pursuanl to this lease; provided, however, that the foregoing limitation on each Broker's liabillly shalt
nol be applcable to any gross negligence or willful misconduct of such Broker.
(0) Buyer and Seller agree 10 tdentlty 10 Brokers as .Confidential" any communication or inlormatlon given Brokers thai
Is consJdered by such party 10 be confidential.
26. No Right To Holdover. leue. has no righl to retain possession of the Premises or any part thereof beyond the expiration or
terminalion 01 this lease. In the eyent that Lessee holds over, then the Base Rent shall be increased to 150% of the Bese Rent
applicable immeciately preceding lhe expiration or terminalion. NOlhing contained herein shaU.be construed as consent by Lessor to
any holding over by Les....
27. Cumulative Remedies. No remedy or eleclion hereunder shall be deemed exclusive but shall. wherever possible, be cumulative
with all other remedies at law or in equity.
28. CoveRInts and ConcDIlons: Construction 01 Agreement. All provisions of Ihis lease to be observed or performed by Lessee
are both covenants and condllJons. In construing this Lease. all headings and titles are lor the convenience of the Parties onty and shall
not be considered a part 01 this Lease. Whenever required by the context. the singular shaD include the plural and vice versa. This Lease
shaU not be conslrued as If prepared by one of Ihe Parties, but rather according 10 its lair meaning as a whole, as if both Parties had
prepared It.
29. Binding Effect; Choice 01 Law. This lease shall be binding upon the Parties, their personal representatives, successors and
assigns and be governed by the laws of Ihe State in which the Premises are located. Any litigation between the Partiea hereto
concerning this Lease shal be initiated In the county in which the Premises are located.
30. SubordlnMlon; Attornment; Non-Disturbance.
30.1 Subordination. Thia lease and any Option granted hereby shall be subject and subordinate 10 any ground lease,
mortgage. deed of INs.. or other hypothecation or security device (collectively. "Security Device"), now or hereafter placed upon the
Premises. 10 any and all advancea made on the security thereol, and to all renewals. modlRcatlons. and extensions thereof. Lessee
agrees that the holders of any such Security Devices (In this lease together relerred to as "under") shall have no liability or obligation
10 perform any of the obligations of Lessor under this lease. Any Lender may elect to have this Lease andfer any Option granted hereby
superior to the lien of Its Security Device by giving wrillen nolice lhereof to Lessee. whereupon Ihis Lease and such Options shall be
deemed prior 10 such Security Device. notwithstanding the relative dates 01 the documentation or recordation thereof.
30.2 AttommenL In the evenl that Lessor translers litle 10 the Premises. or the Premises are acquired by anolher upon the
foreclosure or termination 01 a Security Device to which this Lease is subordinated (i) lessee shall. subject to the non4sturbance
provisions of Paragraph 30.3. atlorn to such new owner. and upon request. enter into a new lease. containing all of the terms and
provisions of Ihis Lease, with such new owner lor the remainder of the lerm hereof. or, at the election of such new owner. this lease
shall automatically become a new Lease between Lessee and such new owner. upon all of the lerms and cond'lIIons hereof, lor Ihe
remainder 01 the term hereof, and (II) Lessor shaUlhereafter be relieved of any lurther obligations hereunder and such new owner shall
assume aD or Lessor's obligations hereunder, except that such new owner shall not: (a) be liable tor BnY act or omission ollny prior
Jasaor or with reapect to 8Y8nts occurring prior 10 acquisition of ownership; (b) be subject 10 any offsets Of defenses which lessee might
have against any prior lessor, (c) be bound by prepaymenl of more than one month's rent, or (d) be liable for the return ot any security
deposit paid to any prior lessor.
30.3 Non-DIsturbance. With resped 10 Security Devices entered into by Lessor after the execution ollhis Leue, Le..H's
subordination ollhls Lease shall be subject to receiving a commerdally reasonable non-dlslurbance agreement (a ..Non-DIau.......ce
Ag....ment') from the Lender which Non-OIsturbanc8 Agreement provides thai Lessee's possession of the Premises. and this Lease.
including any options to 8Xlend the term hereof. will not be disturbed so long as lessee Is nol in Breach hereof and attorns to Ihe record
owner ot thl Premises. Further, within 60 days after the execution 01 this Lease. Lessor shall use its commercially reasonable efforts 10
obtain a Non.Disturbance Agreementlrom the holder 01 any pre-existing Security Device which is secured by the Premises. In the event
thai Lessor Is unable to provide Ihe Non.Dislurbance Agreement within said 60 days. then leasee may. at lessee's option, directly
contact Lender and Iftempt 10 negotiate lor the execution and delivery of a Non-Disturbance Agreement.
30.4 Self-Executing. The agreements contained In this Paragraph 30 shan be effective without the execution of any lurther
documents; provided. however, that. upon wrttlen request from Lessor or a Lender In connection wilh a sale. financing or refinancing of
the PremiHs, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any
subordination, attornment anGlor Non-Disturbance Agreement provided for herein.
31. Attorneys' F.... II any Party or Broker brings an action or proceeding irwolving the Premises whether lounded in tort, contract
or equity, or to declare rights hereunder. the Prevailing Party (as hereafter defined) in any such proceeding, action. or appeal thereon.
shall be entiUed 10 reasonable anomeys'lees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or
not auch aetton or procMdlng is pursued to decision or judgment. The term, "prevailing Party" shall include. without limitation. a Party
or Broker who substantialy obtains or defeats the reliel sought. as the case may be. whether by compromise, settlement. judgment. or
the abandonment by the other Party or Broker of its claim or defense. The attorneys' fees award shall not be computed in BCCOr'danca
with any court tee scheduIl. buI shall be such as to fully reimburse all attorneys' fees reasonably incurred, In addition. lessor shaD b,,---
enlltted to anomeys' teea, costs and expenses incurred in the preparation and service of notices of Defaull and consultations in
.connectlon therewith. whether 01' not a legal action is subsequently commenced in conne'1Df ~Ch Dela~ o~ ~lli'," Breaeh
($200 is I reasonable m6n1mum per occurrence for such sel'Vices and consullalion)'~~rJi; ~ ".
32. Lessor's AccHs;, Showing Premises; Aepalr.. lessor and Lessor's agenG1A'fii'R"navei ng ii; enter the Pram.... at an;--
lime. in the case 01 an emergency, and othelWlse at reasonable times lor the purpose 01 showing the same to prospective purchasers.
lenders, or tenenls. and making such elterations, lepairs, improvements or addilions 10 the Premises as lessor may deem necessary 01'
desirable and the erecting, uSing and maintaining of utilities. services, pipes and conduits through the Premises and/or other premises
as long aa there is no material adYe,.. effecl to le.....s use 01 the Premises. All auch activll.ies shaH be without abatemenl of rent or
liablNty 10........ Leaor me:y al any "me place on the Premises any ordinary "For Sale" signs and lessor may during the list 6 months
of the term hereof place on lhe Premises any ordinary "For Lease" signs. In addllion. lessor shall have the right to retain keya to the
.......
FORM OfQo1.....
InlllaIs
o 1991-Am.nc.n Industrial Ral Estate Assoclstlon
PAGE 12
Pntmlles and to unkx:k all door8 in or upon Ihe Premises ather than 10 files, vaufts and safea. and in the cue of emergency to.mer thllt
Preml... by any reasonably appropriate means, and any such entry shall nol be deemed a forcible or unlawful entry or detainer 01 the
p,.~ or an 1Mct5on. L.nsee waives any charges for damages or injuries or Interference with Lessee's property or buslne81S In
connection therewith.
33. Auctions, Lessee shan nol COnducl, nor permit to be conducted, any auction upon the Premises without Lessor's prior wrinen
consent LHsor shall not be obligated 10 exercise any standard of reasonableness in determining whether to permit an aucUon.
34. Signs. Lessee shaI not place any sign upon the Project without Lessor's prior wrlnen consent
35. Termln.tlon; Merger. Unless specifically slaled otherwise in writing by Lessor. the voluntary or other surrender of this Lease by
Lessft. the mutual termination 01 canceRation hereof, or a termination hereof by Lessor lor B...ech by Lessee, ahaIl automallcaHy
terminate any sublease or lesser estate in the Premises: provided, however, that lessor may eIecI to continue any one or all existing
subtenancies. Lessor's faifure wiIhil10 days following any such event to elect to the contrary by written notice 10 the holder at any such
lesser interesl, thai contlllUle LeIsor's ektclion 10 haw such event conattlute the termination of such inl8tesl.
36. Consenta. Except.. otherwise provided herein, wherever in this Lease the consent of II Party.. required to an act by or for the
other Party, such consentlhaU not be unreasonably withheki or delayed. Lessor's actual reasonabkt costa and expenses (including bul
not Ilmited to architects', attorneys', engineers' and other consultants' tees) incurred In the considll'llUon of, or I'8SpOM8 to, a request by
Lessee for any Lessor consent. Including bul not limited to consents to an aSlignment, a subletting or the prennc:e or use of a
Hazardous Substance, shall be paid by Lessee upon recetpt of an Invoice and supporting documentation therefor. Lessor's consent 10
any aCl, auignmenl or aubtetling ahell nol conslitule an acknowledgmentlhat no Default or Breach by Lessee or this Lease ulats, nor
shall such consent be deemed a waiver of any Ihen existing Defauh or Breach, except as may be otherwise specifically lta1ed in writing
by Leuot at the Urn. of such consent. The failure to specify herein any particular condftlon 10 Lesaor'l consent shell not preclude the
impoalllon by Lessor at the Urn. of consent of such further or other condiUons as are then reasonable with IWference to the particular
matter for which consent is being given. In the event thai either Party cisagraes with any determination made by lhe other hereunder
and reasonably requests the reasons for such determination, the determining party shaH furnish lis reasons In writing and In reasonabte
detaU wllhln 10 business daya following such request
37. GUlnntor,
37.1 Execution. The Guarantors, if any, shall each execule a guaranty in the Iorm mosl recenUy published by the American
Industrial Real Esta.e Association.
37.2 Default. It shall constitute a Default 01 the Lessee if any Guarantor fails or refuses, upon request to provide:. (a) evidence
a. the ItX8CUtion at Ih. guaranty, Indudlng the authority ot the party signing on Guaranlor's behalf to obligate Guarantor, and in the case
of a COf'pOfate Guatantor, a cerIIfiecI copy 01 a resolution of tis board or directors authorizing the making of such guaranty, (b) current
linancial statements, (c) an Estoppel Certificate, or (d) written confirmation that the guaranty-is stllrin effect.
38. Quiet Pos....lon. Subject to payment by Lessee of the Rent and performance of all of the covenanIS, conditions end provisions
on Lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession and qulel enjoyment or the
Premises during the term hereof,
39. Options. rr Lessee is granted an Option, as defined below, then the following provisions shall apply.
39.1 Definition. .Optlon" shall mean: (a) the right 10 extend the term of or renew this Lease or to extend or renew any lease
that Lessee has on other property or Lessor; (b) the right ot first refusal or first offer to lease either the Premises or other property of
Lessor; (c) the right to purchase 01 the right of fast refusal to purchase the Premises or other property of Lessor.
39.2 Options PeraonalTo Original Lessee. Any Oplion granted 10. Lessee in this Lease is personal 10 the original Lessee,
and cannot be assigned or exercised by anyone other than said originalles.see and only while the original Lessee is in full possessJon
of the Premises and, if requested by Lessor, wilh Lessee certifying that Lessee has no intention of thereafter assigning or subletting.
39.3 Multiple Options. In the event that Lessee has any mulliple Options to extend or renew this Lease, a later Option cannol
be exercised unless the prior Options have been validly exercised.
39.4 Effect of 0eIIwIt on Options.
(a) Lessee shall have no right 10 exercise an Option: (i) during the period commencing with the giving of any notice of
Oefaun and continuing until said Defaun is cured, (ii) during the period of time any Rent is unpaid (without regard 10 whether notice
thereot is given Lessee), (III) dwing the time Lessee is in Breach of this Lease. or (iv) in the event that Lessee has been given 3 or more
notices of separate Oefauh, whether or not the Defaults are cured, during the 12 month period Immediately precedng the exercise 01
the Option.
(b) The period of time within which an Option may be exercised shall not be eldended or enlarged by reason of Lessee's
inability 10 exercise an Option because ot the provisions 01 Paragraph 39.4(a).
(c) An Option shan lerminate and be ot no further lorce or effect, notwithstanding Lessee's due and limely exercise of
the Option, It, after sudl exercise and prior to the commencement ot the extended term or completion of the purchase, (I) Lessee fails
to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give nollce thereof), or (II) iI Lessee
commits a Breach of this Lease.
40. Security Menu,.s. Lessee hereby acknowledges thatlhe Rent payable to Lessor hereunder does not Include the cost 01 guard
service or other security measures, and that Lessor shall have no obligation whatsoever 10 provide same. Lessee assumes all
responsibility lor the protection 01 the Premises, Lessee, its agents and invitees and their property from the acts ot third parties. In the
evenl, however, that Lauor should elect to provide security services, then the cost thereof shall be an Operating Expense.
41. ReservatlonL
(a) Lessor reserves the right: (i) to grant, without the consent or joinder or Lessee, such easements, rights and
dedicaUons that Lessor deems necessary, (ii) to cause tha recordalion 01 parcel maps and restrictions. (ili) to create andlor install new
utility raceways, so long as such easements, rights, dedications, maps, restrictions, and utility raceways do not unreuonabty inlerfere
wilh the use of the Premises by Lessee. Lessor may also: change the name, address or liUe of the Building or Project: upon alleast 90
days prior wrinen notice; provjde and install, al Lessee's expense, Building standard graphics on lhe door of the Premises and such
porUons ot the Common Areas as Lessor shall reasonably deem appropriate; grant to any lessee the excIusiwt right to conducl any
business as long as such exdusiYe right does not conftict with any rights e)(pr~ly given herein; and to place such signa, notices or
displays as Lessor reasonably deems necessary or advisable upon the roof, exterior ortM Building or the Project or an pole signs in
the Common Areas. Lessee agrees to sign any documents reasonably requested by Lessor to effecIuale such rights. The obslruction
of Lessee's view, air, or light by any structure erected in the vicinity of Ihe Building, whether by Lessor or third parties, shall in no WWJ
affecl this Lease or impose any liability upon Lessor.
(b) Lessor also reserves the right to move Lessee to other space of comparable siZ~ in the BuDding or Project. Lessor
must provide atleasl 45 days prior wrlnen notice ot such move, and the new space must conlaln improvements or c.o:crearable quality
\0 tho"e conIainud within thiI Prll'mises. Lessor shall pay the reasonable out of pocke~ COSI$ that Lesae.. lliCuri .....1th r&gCird to &.uc:-.
relocation, including the expenses of moving and necessary stationary revision costs. In no event, h0W8Y8r, shall Lessor be required to
pay an amount in excess of two months Base Rent. Lessee may not be relocated more than once during the term of this Lease.
(c) lessee ahaU nOI: (i) use a representation (photographk: or otherwise) of lhe Building or Projecl or lhelr name(s) in
...connection with Lessee's bustness; or (ii) suffer or permit anyone, except in emergency, to go upon the roof 01 lhe Building.
42. Perform8nce Under Protest. If al any time a dispute shall arise as to any amount or sum at money to be paid by one Party 10
the other under Ihe proviskms hereof, the Party against whom the obligation 10 pay the money Is asserted shaD have the right to make
payment .under protest" and such payment shall not be regarded as a voluntary payment and there shaD SUMve the right on the part
of said Party to insthute sull for recovery of such sum. If it shall be adjudged lhatthere was no legal obligation on the part of sakt Party
to pay such sum or any part thereot, said Party shall be entitled to recover such sum or so much thereof as it was not legally required
to pay.
43. Authority.
(a) If either Party hereto Is a corporation, trust, limited liability company, partnership, or similar enllty, each individual
execullng Ihis lease on behan of such entity represents and warranls Ihat he or she is duly aulhorized 10 execute and deliwtr this Lellse
I I
c
c
c
.....,.
o 1...Amllr'lUn Industrial R.u Eatatll ....socl.llon
PAGE 13
~I"'"
FORM OFG.,...
.' .
c
on its behalf. Each party ahaU, within 30 daya alta, raqueal, dol;"', to the oth... parly saliafac\oly _ 01 auch authorily,
t (b) If this Leau is executed by more than one person or entity as ............ each auch pemon or enUly anal be )ointly
and .....rally Mable heNundIr. It . agreed !hat any one 01 the named L...... shaD be ell'CJOW8nK1lo IllC8CUle Il'f't amena.*" to Ihll
Leesa, or othe' clocumant ancIIIeIy thareto and bind an olll1a nomad Lasso... and Lessor may rely on the sarna II U all 01 the named
Lessees had executed such document.
44. Contlk:t. Any conftlct belween the printed proviSions of this Lease and the typewritten or handwritten provlsiona shall be contr~1ed
by the typewritten or handwritten proviakJns.
45. Off8r. Preparation of this Leaa. by either party or their agent and submission of lime 10 thl OIher Party Ihal not be deemed an
offet to lease to the other Party. This Lease is not intended to be binding unW executed and delve,.. by .. Parties hereto.
46. Amend........ This La... may be mo<IItad only in writing, signed by tha _s In Interest al tha tlma 01 the mocIfIceUOn. As
long as they do not malerially change Leuee'8.obltgations hereunder, L.......ag..... to__make.such reaaonabIlt.non-monelllry
modiflCAlions to this Lease as may be reasonably required by a lender In connection with the obtaining of normal financing or refinancing
of the Premises. .
47. MutllpIe Partin. It more than one person or entity is named herein as either Lessor or Leas.., such nvJlllple Parties shalf have
joint and several responeibJlily to comply with the terms of this Lease.
48. Walver 01 Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING INWLVlNG THE PROPERTY OR ARISING OUT OFTHIS AGREEMENT.
49. MediMton Ind Arbhrritlon of Disputes. An Addendum requiring Ihe Mediation and/or the Arbitration of all disputes between the
Parties andiOf' 6rokers .riling uut "r thi:. Lease 0 is Ci is not attached to this Lease.
50. AmerlClin. with Dlublllt.. Act. In the evenl thai as a result of Lessee's use, or intended use, of Ihe Premises the Americans
with Di$8bilWes Ad or any similar law requ;res modifications or the construction or installation of improvements in or to the Premises,
Building, Project and/or Common Areas, the Parties agree thai such modifications, construction or Improvements shall be made at: 0
Lessor's expense 0 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 RESP~CT TO THE PREMISES.
ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY. tHE AMERICAN INDUSTRIAL REAL ESTATE
ASSOCIATION OR BY Am BROKER AS TO THE LEGAL SUFFICIENCY. LEGAL EFFECT, OR TAX CONSEOUENCES 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 CONSEOUENCES OF THIS LEASE.
2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID
INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE
ZONING AND SIZE OF THE PREMISES, THE STRUCTURAL INTEGRITY. THE CONDITION OF THE ROOF AND OPERATING
SYSTEMS. COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR
LESSEE'S INTENDED USE.
WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE
MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED.
The parties herelo have 8X8CUled lhis lease 81 the place and on the dates specified above their respective slgnalures.
on:
By LESSOR: l'JIur.: ll"n+-oTpT; C:oC: T T"
Executed at: S...n Bernardino
on:
By LESSEE: City of San Bemanlino
c
Executedal: c:....n Qo....n....rninn
By:
Name Printed: Greaorv Villanueva
TiUe:
By:
Name Printed: Judith Valles
Tille: Mavor
By:
Name Printed:
Title;
Address:
By:
Name Printed:
Title:
Address:
Telephone: (
Facslmlla:( )
FaderallD No.
Telephone: ( )
Facsimile: ( )
Federal 10 No.
'.
...
\
Addendum to ~ 31 Attorneys' Fees. TIE costs, sa1azy and e>q>enses of I.es~' s City
Attorney and nembers of his office, in connection with that action or proceeding, shall
be considered as attorneys' fees for the purposes of this Agreenent.
c
-
. 1999-Am"Cln Indultrtl' Ru' Estate Assocl.Uon
PAGE 14
_.
FOAM OFo....,..
c
c
c
LESSOR'S
BROKER:
Ann:
Address:
TIlIPl)aoo
LESSEE'S
BROKER:
No.
nil. forrnI .... often modIfIM to mHt: changing ...Irementa 0I1Iw Ind needs of the Industry. AIwIya ..... or ell to m." 11ft you ..
uUIII", III. mo.t curnnt form: AmericIn Indutrlal ..... EItIte AI..laon, 700 South FIoww ...... au... IDOt LoI AngeIII. CA 10017.
(213).7-<1777.
".
-:
Addresa:
No.
T...,.....
OCopyrtght 1.....)' Arnn-alndultrlal RelI EItaIe ""DeldoI..
All rIg"'-'
No",,""'___beroprad_In_Iorm_~In-...
.......
o 111SoAlMl1can Induatrlal ..... Esqte AssaclaUon
PAGE 15
-
FORM 0AI-1",,"
II
c
c
c'
STANDARD OFFICE LEASE
FLOOR PLAN
..
...
.,
-
-
.'_1____
-
FOIUI ClfQ-'_
II
RULES AND REGULATIONS FOR
STANDARD OFFICE LEASE
c
..
Dated:
By""" B_on
c
GENERAL RULES
,. "'LHHe shall not suffer or permit !he obstrucIIon of any Common Are.., Inctuding drIvewayI, wancw.ys and .1lI1rwaya.
2. LeAoI ....ervn1he fIWIt to refuse access to any pet'8OI'II Lnsor in good faith judges 10 be . ItnIt to..1Itety and ,....1Ion of.. Praject
and b occupants. .
3. L..... ... noI rnaQ or permIl: any nolle Dr odors that annoy or Interfere with other ..... or personI havtng buINIt will*' .. PIafIct.
4. LesIM IhaII not keep animaII 01 birds wilhin the project, and &hall not bring bqdn. moeorcycla or 0Iher whIc:Sa Irdo .... noI "1 J I' ~ \IltW
.. autharized lot same.
5. L.... thaII not make. .",... or J*'II1t 11tI., -=-pt in apcwopriate receptadellot ""I purpose.
e. ....... thall noI ...., any kK:tc or inItd new or adcIilonaf locks or bolts.
7. ....... ahll be rnponaibIe lot the lnapproptIattl use 01 any tole!: rooms, plumbing or o'NI utIIltiQ. No fDrI'gnlUbltancel of I"'f Icn:I aN to be
inHrtedttMrein.
8. ....... shall nOl deface Ihe Rill, partitions or 0I11f surfaces of the p~ or Pra;ect.
9. Leasee WI not authtr or '*""' anything in or around the PNmises or Buldlng that ClUH$ excessive vitntion or ftoor kMdng In wry part of
thePro;ect. "-. .
10. Furniture. aignificent frelQhl and equipment shd be moved into or 0l.It 0I1h8 bulklil'lg only wIIh the L8ssor'a knawtecIge and c::oNWIt. and tuIlfect
to auch reuanatJIe 1imttItionI,1IIChniqun and timing, as "*y be dnigMtacI by lasSOC'. .........,.11 be reapondM lot' any darMge to the OffIce BuI:Ing
project .rlslng tram any such 1CIIviIy.
1,. Lasee shall not employ any service or contractor for services or work to be perlormed In the BuIdIng. uoept.1 approved by Leuor.
12. LessoI" reserves the righllo close and lOCk the Bu.dlng on Saturdays, SundayS and BuiJdIng HoUdays. IlfId on 0IhIt dayS between 1111 hours 01
_ P.M. anc:I_ A.M. of I'le toUowing day. If Lessee uses the Premises durtng such penods. lnsee IIhd be reepondlle for ucurety IOddng
any doorIll may have opened tor Il'ltry.
13. Leuft"",1 mum" Qyilt the termination 01 its 18nancy and shllIl be responsible for the COlI of replacing any keyS he a,...
'4, No window c:owringll, ahades or awnings shill be installed or UHd by lnsH.
15. No ~...e, ernpIovM or Invitee .....11 go upon 1he roof of the Building.
16. ....... thai not IUfIer or permit Itl'lOkinO or calTYing of lighted cigars or cigal'lll1es in areas ....sonabty designated by LnIor or by ____
QCMInvnentaI agencies as ~ areas.
17. Lessee shall not use MY method at heating or air conditioning other than as provided by Leuor.
18. Lea... shill not ...... mainlail or operate any vending machines upon the PremiMt without lIasor's written c:onHnl
19. The Pr8miMIIhaII noI be used lor lodging Of manufacturing, cooking or food pqparation.
20. L..... thaII compty wIIh ad safIty, fire protection and wacuation reguIatIona ntabIIshed by Lessor or any applicable gcMIIUMld&l agency.
21. Leasor reservn the right to waive any one of these rulas or regulations, ancUor as to any partic:utar L.IIHe, and any such __ Ihd not
constitute a waIvw or any other rule or regulation or any subHquWlt appllca:tion thereof 10 such LesHa.
22. less.. a.OOI8I .. risks from theft Of vandalism and agrees to keep Its Premises Iodled as may be required.
23. Lessor rnerves the right to make such oUter reasonable rules and regulations as II tNIoy from time to um. deem necnaary lor the appropriate
operation end salety 01 the Protect and its occupants. Less.. agrMS 10 Gide by these and SUCh ""as and fflgulatloM.
PARKING RULES
1. Parking aras thaH be used oriy tOf pariUng by vehicIu no longer than full lize, paIN.,- automoblln haNin caHMl "Permitted SIn VehicI....
vehicles other than PermIIted SlH Vehi:las ara herein ...18rred 10 as .000rslzed VeI1ldn..
2. LePee sha/I not permit or dow any vehICles thai belong 10 or .... conlrolled by ....... or .......'. ernpIOyen, supptlen, IhIppt1'1, cuRJmIrI,
or 1rnIIt... to be Ioadld, unloaded, or parked In area. OCher than 1hoH designated by ln80r for such activtin.
3. ParlOOg atlcbll or ldantl'icatlon devices shaU be the property of LasIOr and be f81Umecllo L.eaor by" held., Ihereof upon \armN1Ion of'"
hold....s parking pnviIegH. ....... wlI pay SUCh rwpCacernent charge as Is reuonabty ..1abI1shed by LftIOIlof .. Iou 01 sUCh devIcn.
4. Lassor l'IISIIfWS ... right 10 refuse the sale of monlhly identification devices 10 any person or tlr'IIty that wl1fuiiy refuIn to ~y wilh ..
applicable rules, regulatlona, laws and/or agtMfl'\8r'ltS. .
5. lHsor reMMtI ... rtght to relocate all or a part of parking spec. from floor 10 floor. wtthln one floor, an4'of to NUOnably ~ ae...
Iocatlon(s), and to l'UIClMbIy allocate them between compact and standard siza spaces, as k)ng as the same camplln with applicable..... ordIr1anOIlI
and regulations.
6. U..... of the parldng a,.. wMI obey all posted signs and park only in .... a,... daslgnatad for vehlde parking.
7. Unless otherwlse Instructed, BYfIry person using.... p&rmng .rea .. requIntd to pe.rk and lock his own whIde. Lessor wiI not be relPONl* tor
any damage to vehictes, illury to p8fSOnI or Iou 01 property, aU of which risks are assumed b'f the party UIing Iha puIdng area.
8. Validation, If ~, will be permisslbla only b'f such method or methods .s Lessor and/or its IIcenNe may ..tabllM at taM generdy
appIaba to visllOt palWlg.
9. The maintenance, wuhilg, wulng or deanlng 01 vehicles In the .-rklng atructwe 01 Common Areu Ia prahlbllect
10. L8IHt Ihd be rnponsb. for Htlng that an of its elT1lloyHS, agentS and lrMl.es ~ wiIh.1he appIlc8bIe parIOOg rules. reguIdonI, IIWI
and agreements.
11. l8nor raaerws h right 10 mocllly Ihese rul" andlor adopt such other reasonable and non-dlscrlmln8tory ruin and regulalons ~ II may dMm
necessary for ... proper opntIon 0I1he parking lree.
12. Such parking use .. II herein provided Is InIendId n.reIy as I license onty and no t.llm8nt is Intended or IhaI be created hafWy.
c
.-
o 1-.Amertc8n lndUa1rIaI ....1 Estllte Association
PAGE 1 011
.......
RJRMOFcr'"
~.
CITY OF SAN BERNARDINO
Interoffice Memorandum
CITY CLERK'S OFFICE
Records and Information Management (RIM) Program
DATE:
July 8, 2002
TO:
Charles Bradley, CulturaVFine Arts and International Affairs Director
FROM:
Michelle Taylor, Senior Secretary
RE:
Transmitting Documents for Signature - Resolution 2002-223
At the Mayor and Common Council meeting of July 1, 2002, the City of San Bernardino adopted
Resolution 2002-223 - Resolution authorizing the execution of a lease agreement between the
City and TVG Enterprises, LLC for rental of space for the City of San Bernardino, Cultural &
International Affairs Office, Arts on 5th Multicultural Center.
Attached are two (2) original agreements. Please obtain signatures in the appropriate location
and return one original agreement to the City Clerk's Office as soon as possible, to my attention.
Please be advised that the resolution and agreement will be null and void if not executed
within 60 days, or by August 30, 2002.
If you have any questions, please do not hesitate to contact me at ext. 3206. Thank you.
Michelle Taylor
Senior Secretary
I hereby acknowledge receipt of the above mentioned documents.
Signed: ~./ {)AAJ~/
I ~ ~ - Ple'{.e sign and return
Date: () 7 - _ 0- () 7
I, I
.
CITY OF SAN BERNARDINO
Interoffice Memorandum
CITY CLERK'S OFFICE
Records and Information Management (RIM) Program
DATE:
August 16, 2002
TO:
Jim Ruester, Cultural/Fine Arts and International Affairs Director
FROM:
Michelle Taylor, Senior Secretary
RE:
Resolution 2002-223 - Agreement with TVG Enterprises
Our office has not received the executed lease agreement with TVG Enterprises, LLC, for rental
of space for the City of San Bernardino, Cultural & International Affairs Office, Arts on 5th
Multicultural Center, which was approved at the Mayor and Common Council meeting held on
July I, 2002.
Please forward the executed agreernent to the City Clerk's Office, to my attention.
Note: The resolution and agreement will be null and void if not executed by August 30, 2002.
If you have any questions, please do not hesitate to call me at ext. 3206.
-'___fill' ......,
,
** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Meeting Date (Date Adopted): ") - \ -0 '). Item #
Vote: Ayes \-"\ Nays if
:J'1 Resolution # .;100 d - ?d3
Abstain e- Absent er
Change to motion to amend original documents:
--
Reso. # On Attachments:'/ Contract term: -
Note on Resolution of Attachment stored separately: ~
Direct City Clerk to (circle 1): PUBLISH, POST, RECORD W/COUNTV
f)-3 --o.?-
11- :, -<:, d
")-;:>, '"0,;;L
Date Sent to Mayor:
Date of Mayor's Signature:
Date of Clerk/CDC Signature:
Date Memo/Letter Sent for Signature:
.jilH1i\Y Reminder Letter Sent QJJ.J6th day:
90 Day Reminder Letter Sent on 45th day:
'1-11'-(:, ;r
~-'b-Q ;l..-
See Attached: ~ Date Returned:
See Attached: ,....-
See Attached:
Request for Council Action & Staff Report Attached:
Updated Prior Resolutions (Other Than Below):
Updated CITV Personnel Folders (6413, 6429, 6433,10584,10585,12634):
Updated CDC Personnel Folders (5557):
Updated Traffic Folders (3985, 8234, 655, 92-389):
Copies Dislribnled)o:
City Attorney ,/
Parks & Rec.
Code Compliance Dev. Services
Police Public Services Water
Notes:
NullNoid After: 10 CJ DA-tt J I 'i"- 3o'U :J
By:
Reso. Log Updated: V
Seal Impressed: /
Ves No By
Ves No-L By
Ves No / By
~
Ves NOi By
Ves No By
EDA
Finance /'
MIS
Others:
rn IY'JO e
BEFORE FILING. REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE
VEARL Y RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Conlracl Term, elc.)
Ready to FilemL Date: JI-lS-d7
Revised 01/1 2/0 1