HomeMy WebLinkAbout22-Parks & Recreation
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
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Subject:. RESOLUTION OF THE
MAYOR AND COMMON COUNCIL OF
THE CITY OF SAN BERNARDINO
AUTHORIZING THE EXECUTION OF A
LEASE AGREEMENT BETWEEN THE
CITY AND THE NEW HOPE
MISSIONARY CHURCH FOR RENTAL OF
SPACE FOR THE WESTSIDE
COMMUNITY SERVICE CENTER.
From: Lemuel P. Randolph, Director
Dept: Parks, Recreation and Community
Services Department
Date: August 6, 2002
MICC Meeting Date: Sept. 9, 2002
Synopsis of Previous Council Action:
March 18, 2002 - Mayor and Common Council adopted Resolution No. 2002-92, authorizing the
execution of a lease agreement between the City and the New Hope Missionary Church for rental
of space for the Westside Community Service Center.
Recommended Motion:
Adopt Resolution
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Contact person: Lemuel P Randolph
Phone: 1R4-5030
Supporting data attached: Staff Report, Resolution&Agroement Ward: 6
FUNDING REQUIREMENTS: Amount: $40,921.20
Source: (Acct. No.) 001-385-5171
(Acct. Description) Rentals
Finance:~~/~~
Council Notes:
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Agenda Item No.
-#- 2. 2.
9rt/02-
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
Staff Report
Subject:
Resolution of the Mayor and Common Council of the City of San Bernardino authorizing the
execution of a lease agreement between the City and the New Hope Missionary Church for rental
of space for the Westside Community Service Center.
Background:
The "Public Enterprise Building" (a former EDA property) located at 1505 West Highland
Avenue was sold to New Hope Missionary Church in January 2002. After several weeks of
negotiation, staff agreed to terms of a lease agreement for rental space at the property. The
agreement requires the City to pay the church a monthly rent of $3,410.10, for 3,789-sq. ft.
commencing July 1,2002 and ending on June 30, 2003. The previous lease with the church was
for 4,909-sq. ft. at a monthly cost of $4,418.10. Staff analysis of the required square footage
necessary to provide essential services at this location resulted in a reduction in the number of
square feet leased for FY 2002/2003.
The center provides a variety of community outreach programs such as Senior Nutrition, Adult
Education classes through San Bernardino City Unified School District, a federal FEMA grant
assistance program for food, lodging, and utilities for homeless persons and low-income
residents. Other programs include medical screening, tax preparation, a variety of classes, and a
homework center for school children. During the holiday season, the center provides an
extensive food and toy giveaway program.
During the four months of the previous lease, staff had the opportunity to research alternative
sites and develop a recommendation for a long-term location for these programs. Given the
favorable lease terms, it has been determined that the present site is best suited for this program
at this time. Therefore, the Parks & Recreation Department is recommending that the 12 month
lease be approved by Common Council.
Financial Impact:
Funds in the amount of $41,000.00 to cover this cost of $40,921.20 were budgeted into Account
No. 001-385-5171 for FY 2002-03.
Recommendation:
Adopt Resolution.
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RESOLUTION NO.
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A LEASE
AGREEMENT BETWEEN THE CITY AND THE NEW HOPE MISSIONAR,Y
CHURCH FOR RENTAL OF SPACE FOR THE WESTSIDE COMMUNITY SERVICE
CENTER.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. The Mayor of the City of San Bernardino or her designee is hereby
authorized and directed to execute on behalf of said City a Lease Agreement with New Hope
Missionary Church for rental of space for the Westside Community Service Center at 1505 W.
Highland Avenue in the City of San Bernardino, a copy of which is attached hereto, marked
Exhibit "An and incorporated herein by reference as fully as though set forth at length.
SECTION 2. The authorization to execute the above referenced agreement is
rescinded if the parties to the agreement fail to execute it within sixty (60) days of the passage
of this resolution.
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A LEASE
AGREEMENT BETWEEN THE CITY AND THE NEW HOPE MISSIONARY
CHURCH FOR RENTAL OF SPACE FOR THE WESTSIDE COMMUNITY SERVICE
CENTER.
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
and Common Council of the City of San Bernardino at a
meeting thereof, held
on the
day of
, 2002, by the following vote, to wit:
Council Members:
AYES
NAYS
ABSTAIN ABSENT
ESTRADA
LIEN
MC GINNIS
DERRY
SUAREZ
ANDERSON
MCCAMMACK
Kachel U. Clark, City Clerk
The foregoing resolution is hereby approved this
day of
2002.
Judith Valles, Mayor
City of San Bernardino
Approved as to
Form and legal content:
JAMES F. PENMAN,
City Attorney
NEW HOPE FAMILY LIFE CENTER
STANDARD MULTI-TENANT OFFICE LEASE
1. Basic Provisions rBasic Provisions")
r- 1.1 Parties: This Laasa ("Laase"), is made by and between NEW HOPE MISSIONARY BAPTIST CHURCH, A California Non-
"-'fofit Religious Corporation ("Lessor") and CITY OF SAN BERNARDINO. PARKS. RECREATION & COMMUNITY SERVICES DEPARTMENT
('Lessee' ), (collectively the 'Partias", or individually a "Party").
1.2 Premlsas: That certein portion of the Project (as defined below), known as Suite Numbars(s) 15 17 18 Draa-In Center and
Janitorial Soace, consisting of approximately 3.789 square feet ("Premises"). The Pramises are located at 1505 WEST HIGHLAND AVENUE
in the City of SAN BERNARDINO, County of SAN BERNARDINO, State of CALIFORNIA, 92411. In addition to Lessee's rights to use and
occupy the Premises as hereinafter specified, Lassee shell have non-exclusive rights to the Common Areas (as defined in Paragraph 2.7 below)
as hereinafter specified, but shall not have any rights to the roof, the exterior walls, the area above the dropped ceilings, or the utility raceways of
the building containing the Premises ("Building") or to any other buildings in the Project. Tha Premises, the Building, the Common Araas, the
land upon which they are located, along with all other buildings and improvements thereon, are herein collectively referred to as the -Project."
(See also Paragraph 2)
1.3 Parking: Lessee is entitled to use the unreserved and reserved vehicle parking spaces at a monthly cost of $ (no cost)
per unreserved space and $ (no cost) per reserved space. (See Paragraph 2.6)
1.4 Term: ("Original Term) commencin9 JULY 1 2002 ("Commencement Date") and ending JUNE 30 2003 ("Expiration
Date"). (See also Paragraph 3)
1.5 Early Possession: JULY 1. 2002 ("Early Possession Date"). (See also Paragraphs 3.2 and 3.3)
1.6 Base Rent $ 3.410.10 per month ("Base Rent)", payable on the FIRST day of each month
commencing JULY 1.2002. (See also Paragraph 4)
1.7 Base Rent and Other Monies Paid Upon Execution:
(a) Base Rent $ 3.410.10 for the period
(b) Security Deposit $ [none] ("Security Deposit"). (See also Paragraph 5)
(c) Parking: $ [none]
(d) Other: $ [none]
(e) Total Due Upon Execution of this Lease: $ 3.410.10.
1.8 Agreed Usa: COMMERCIAL OFFICE PURPOSES (See also Paragraph 6)
1.9 Base Year; Insuring Party. The Base Year is 2002. Lessor is the "Insuring Party". (See also Paragraphs 4.2 and 8)
1.10 Business Hours for the Building: 7: 00 am. to 9: 00 c.m., Mondays through Fridays (except Building Holidays) and 7' OOa m. to
6: 00 C.m. on Saturdays (except Building Holidays). "Building Holidays" shall mean the dates of observation of New Year's Day, Prasident's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
C Premises.
. 2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and
upon all of the terms, covenants and conditions set forth in this Lease. Unless otherwise provided harein, any statement of size set forth in this
Lease. or that may have been used in calculating Rent, is an approximation which the Parties agree is reasonable and any payments besed
thereon are not subject to revision whether or not the actual size is more or less. Note: Lessee is advised to verify the actual size prior to
executing this Lease.
2.2 Condition. Lessor shall deliver the Premises to Lessee in a clean condition on the Commencement Date or the Early
Possession Date, whichever first occurs ('Start Date"), and warrants that the existing electrical, plumbing, fire sprinkler, iighting, heating,
ventilating and air conditioning systems ('HVAC"), and all other items which the Lessor is obligated to construct pursuant to the Work Letter
attached hereto, if any, other than those constructed by Lessee. shall be in good operating condition on said date.
2.3 Compliance. Lessor warrants that the improvements comprising the Premises and the Common Areas comply with the
building codes that were in effect at the time that each such improvement, or portion thereof, was constructed, and also with all applicabla laws,
covenants or restrictions of record, regulations, and ordinances ('Applicable Requirements") in effect on the Start Date. Said warranty does not
apply to the use to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar
laws as a result of Lessee's use (see Paragraph 50), or to any Altarations or Utility installations (as definad in Paragraph 7.3(a)) mada or to be
made by Lessee. NOTE: Lessee is responsible for determining whether or not the zoning and other Applicable Requirements are appropriate for
Lessee's intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said
warranty, Lessor shall, except as otherwise provided, prornptiy after receipt of written notice from Lessee setting forth with specificity the nature
and extent of such non-compliance, rectify the same. If the Applicable Requirements are hereafter changed so as to require during the term of
this Lease the construction of an addition to or an alteration of the Premises, the remediation of any Hazardous Substance, or the reinforcement
or other physical modification of the Premises ('Capital Expenditure"), Lessor and Lessee shall allocate the cost of such work as follows:
(a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique
use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided,
however that if such Capital Expenditure is required during the last 2 years of this Laase and the cost thereof exceeds 6 months Base Rent,
Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee s termination notice
that Lessor has elected to pay the difference between the actual cost thereof and the amount equai to 6 months Base Rent. If Lessee elects
termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written
notice specifying a termination date at least 90 days thereafter. Such termination date shall, however, in no event be earlier than the last day that
Lessee could legally utilize the Premises without commencing such Capital Expenditure.
(b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as,
govemmentally mandated seismic modifications), then Lessor and Lessee shall allocate the cost of such Capital Expenditure as follows: Lessor
Gall advance the funds necessary for such Capital Expenditure but Lessee shall be obligated to pay, each month during the remainder of the
rm of this Lease, on the date on which Base Rent is due, an amount equal to the product of multiplying Lessee s share of the cost of such
apital Expenditure (the percentage specified in Paragraph 1.6 by a fraction, the numerator of which is one, and the denominator of which is 144
(i.e. 1/144th of the cost per month). Lessee shall pay interest on the unamortized balance of Lessee s share at a rate that is commercially
PAGE 1 OF 15
NEW HOPE FAMILY LIFE CENTER
STANDARD MULTI-TENANT OFFICE LEASE
reasonable in the judgment of Lessors accountants. Lessee may, hOwever, prepay its obligation at any time. Provided, however, that if such
OaPital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably detennines that it is not economically feasible to pay
share thereof, Lessor shall have the option to tanninate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor,
writing, within 10 days after receipt of Lessors tennination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to
tenninate, and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from
Rent until Lessors share of such costs have been fully paid. If Lessee is unable to finance Lessors share, or if the balance of the Rent due and
payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to tanninate this
Lease upon 30 days written notice to Lessor.
(c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-
voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or
proposed change in use, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall be fully responsible for
the cost thereof, and Lessee shall not have any right to tenninate this Lease.
2.4 Acknowledgements. Lessee acknowledges that: (a) Lessee has been advised by Lessor and/or Brokers to satisfy itself with
respect to the condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental
aspects, and compliance with Applicable Requirements), and their suitability for Lessee s intended use, (b) Lessee has made such investigation
as It deems necessary with reference to such matters and assumes all responsibility therefor as the sarne relate to its occupancy of the
Premises, and (C) neither Lessor, Lessor's agents, nor Brokers have made any oral or written representations or warranties with respect to said
matters other than 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 to occupy the Premises, and (Ii) it is Lessor's sole responsibility to
investigate the financial capability and / or suitability of all proposed tenants.
2.5 Lessee as Prior OWner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately
prior to the Start Date, Lessee was the owner or occupant of the Premises. In such even\, Lessee shall be responsible for any necessary
corrective work.
2.6 Vehicle Parking. So long as Lessee is not in default, and subject to the Rules and Regulations attached hereto, and as
established by Lessor from time to time, Lessee shall be entitled to rent and use the number of parking spaces specified in Paragraph 1.2(b) at
the rental rate applicable from time to time for monthly parking as set by Lessor andlor its licensee.
(a) If Lessee commits, permits or allows any of the prohibited activities described in the Lease or the rules then in effect,
then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle
involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.
(b) The monthly rent per parking space specified in Paragraph 1.2(b) is subject to change upon 30 days prior written
notice to Lessee. The rent for the parking is payable one month in advance prior to the first day of each calendar month.
2.7 Common Areas - Definition. The term "Common Areas" is defined as all areas and facilities outside the Premises and within
the exterior boundary line of the Project and interior utility raceways and installations within the Premises that are provided and designated by
Ce Lessor from time to time for the general nonexclusive use of Lessor, Lessee and other tenants of the Project and their respective employees,
.' ppliers, shippers, customers, contractors and invitees, including, but not limited to, common entrances, lobbies, corridors, stairwells, public
restrooms, elevators, parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas.
2.8 Common Areas - Lessee's Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers,
contractors, customers and invitees, during the term of this Lease, the nonexclusive right to use, in common with others entitled to such use, the
Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under
the terms of any rules and regulations or restrictions governing the use of the Projec!. Under no circumstances shall the right herein granted to
use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas. Any such
storage shall be permitted only by the prior written consent of Lessor or Lessor's designated agent, which consent may be revoked at any time.
In the event that any unauthorized storage shall occur then Lessor shall have the right, without notice, in addition to such other rights and
remedies that it may have, to remove the property and charge the cost to Lessee, which cost shall be immediately payable upon demand by
Lessor.
2.9 Common Areas - Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exclusive
control and management of the Common Areas and shall have the right, from time to time, to adopt, modify, amend and enforce reasonable
rules and regUlations ("Rules and Regulations") for the management, safety, care, and cleanliness of the grounds, the parking and unloading of
vehicles and the preservation of good order, as wall as for the convenience of other occupants or tenants of the Building and the Project and
their invitees. The Lessee agrees to abide by and conform to all such Rules and Regulations, and to cause its employees, suppliers, shippers,
customers, contractors and invitees to so abide and conform. Lessor shall not be responsible to Lessee for the noncompliance with said Rules
and Regulations by other tenants of the Project.
2.10 Common Areas - Changes. Lessor shall have the right, in Lessor's sole discretion, from time to time:
(a) To make changes to the Common Areas, including, without limitation, changes in the location, size, shape and
number of the lobbies, windows, stairways, air shafts, elevators, escalators, restrooms, driveways, entrances, parking spaces, parking areas,
loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways;
(b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the
Premises remains available; .
(c) To designate other land outside the boundaries of the Project to be a part of the Common Areas;
(d) To add additional buildings and improvements to the Common Areas;
(e) To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project, or
any portion thereof; and
(I) To do and perfonn such other acts and make such other changes in, to or with respect to the Common Areas and
Project as Lessor may, in the exercise of sound business judgment, deem to be appropriate.
C Term.
3.1 Tenn. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3.
3.2 Early Possession. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay
Base Rent shall be abated for the period of such eariy possession. All other tenns of this Lease (including but not limited to the obligations to pay
PAGE 2 OF 15
NEW HOPE FAMILY LIFE CENTER
STANDARD MULTI-TENANT OFFICE LEASE
Lessee s Share of the Operating Expense Increase) shall, however, be in effect during such period. MY such early possession shall not affect
Ce Expiration Date.
3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to
. essee by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to
any liability therefor, nor shall such failure affect the validity of this Lease. Lessee shall not, however, be obligated to pey Rent or perform its.
other obligations until Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed
shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms
hereof, but minus any days of delay ceused by the acts or omissions of Lessee. If possession Is not derlVered within 60 days after the
Commencement Date, as the same may be extended under the terms of any Wort< Letter executed by Parties, Lessee may, at Us option, by
notice in writing within 10 days after the end of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all
obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee s right to cencel shaD terminate. If
possession of the Premises is not delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements
are reached between Lessor and Lessee. in writing.
3.4 Lessee Compliance. Lessor shall not be required to deliver possession of the Premises to Lessee until lessee complies with
its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform ell of its
obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor s election to withhold
possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent
with the Start Date, the Starl Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied.
4. Renl
4.1. Rent Defined. All monetary obligations of Lessee to Lessor under the terms oflhis Lease (exceptlor the Security Deposit) are
deemed to be rent ("Rent").
4.2 Operating Expense Increase. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent Lessee s Share
of the amount by which all Operating Expenses for each Comparison Vear exceeds the amount of all Operating Expenses for the Base Vear,
such excess being hereinafter referred to as the "Operating Expense Increase", in accordance with the following provisions:
(a) "Base Vear" is as specified in Paragraph 1.9.
(b) "Comparison Vear" is defined as each celendar year during the term of this Lease subsequent to the Base Vear,
provided, however, Lessee shall have no obligation to pay a share of the Operating Expense Increase-appliceble to the first 12 months of the
Lease Term (other than such as are mandated by a governmental authority, as to which government mandated expenses Lessee shall pay
Lessee s Share, notwithstanding they occur during the first twelve (12) months). Lessee's Share of the Operating Expense Increase for the first
and last Comparison Years of the Lease Tenn shall be prorated according to that portion of such Comparison Year as to which Lessee is
responsible for a share of such increase.
(c) "Operating Expenses" include all costs incurred by Lessor relating to the ownership and operation of the Project,
calculated as if the Project was at least 95% occupied, including, but not limited to, the foliowing:
C. (i) The operation, repair, and maintenance in neat, clean, safe, good order and condition, but not the
placement (see subparagraph (g)), of the following:
(aa) The Common Areas, including their surfaces, coverings, decorative items, carpets, drapes and window
coverings, and including parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, stairways, parkways,
driveways, landscaped areas, striping, bumpers, irrigation systems, Common Area lighting facilities, building exteriors and roofs, fences and
gates;
(bb) All heating, air conditioning, plumbing, electrical systems, life safety equipment, communication
systems and other equipment used in common by, or for the benefit of, lessees or occupants of the Project, including elevators and escalators,
tenant directories, fire detection systems including sprinkler system maintenance and repair.
(ii) Trash disposal, janitorial and security services, pest control services, and the costs of any environmental
inspections;
(iii) Any other service to be provided by Lessor that is eisewhere in this Lease stated to be an "Operating Expense";
(iv) The cost of the premiums for the insurance policies maintained by Lessor pursuant to paragraph 8 and any
deductible portion of an insured loss conceming the Building or the Common Areas;
(v) The amount of the Real Properly Taxes payable by Lessor pursuant to paragraph 10;
(vi) The cost of water, sewer, gas, electricity, and other publicly mandated services not separately metered;
(vii) Labor, salaries, and applicable fringe benefits and costs, materials, supplies and tools, used in m~intaining
and/or cleaning the Project and accounting and management fees attributable to the operation of the Project;
(viii) The cost of any Capital Expenditure to the Building or the Project not covered under the provisions of Paragraph
2.3 provided; however, that Lessor shall allocate the cost of any such Capital Expenditure over a 12 year period and Lessee shall not be
required to pay more than Lessee's Share of 1/144th of the cost of such Capital Expenditure in any given month;
(ix) Replacement of equipment or improvements that have a useful life for accounting purposes of 5 years or less.
(d) Any item of Operating Expense that is specificelly attribulableto the Premises, the Building or to any other building in
the Project or to the operation. repair and maintenance thereof, shall be allocated entirely to such Premises, Building, or other building. However,
any such item that is not specificelly attributable to the Building or to any other building or to the operation, repair and maintenance thereof, shall
be equitably allocated by Lessor to all buildings In the Project.
(e) The inclusion of the improvements, facilities and services set forth in Subparagraph 4.2(c) shall not be deemed to
impose an obligation upon Lessor to either have said improvements or facilities or to provide those services unless the Project already has the
same, Lessor already provides the services, or Lessor has agreed elsewhere in this Lease to provide the same or some of them.
(I) Lessee's Share of Operating Expense Increase shall be payable by Lessee within 10 days after a reasonably detailed
statement of actual expenses is presented to Lessee by Lessor. At Lessors option, however, an amount may be estimated by Lessor from time
Q. time in advance of Lessee's Share of the Operating Expense Increase for any Comparison Vear, and the same shall be payable monthly
ring each Companson Vear of the Lease term, on the same day as the Base Rent is due hereunder. In the event that Lessee pays Lessors
estimate of Lessee's Share of Operating Expense Increase as aforesaid, Lessor shall deliver to Lessee within 60 days after the expiration of
each Comparison Year a re.asonably detailed statement showing Lessee's Share of the actual Operating Expense Increase incurred during such
PAGE 3 OF 15
NEW HOPE FAMILY LIFE CENTER
STANDARD MULTI-TENANT OFFICE LEASE
year. If Lessee's payments undar this paragraph (f) during said Comparison Vear exceed Lessee's Share as indicated on said statement,
aessee shall be entitled to credit the amount of such overpayment against Lessee's Share of Operating Expense Increase. next falling due. If
, ssee's payments under this paragraph during said Comparison Vear were less than Lessee's Share as incllcated on said statement, Lessee
hall pay to Lessor the amount of the defICiency within 10 days after delivery by Lessor to Lessee of said statement. Lessor and Lessee shan
forthwith adjust between them by cash payment any balance determined to exlst with respect to that portion of the last Comparison Vear for
which Lessee is responsible as to Operating Expense Increases, notwithstanding that the Lease term may have terminated before the end of
such Comparison Vear. .
(g) Operating Expenses shall not include the costs of replacement for equipment or capital components such as the roof,
foundations, exterior walls or a Common Area capital improvement, such as the par1<ing lot paving, elevators, fences that have a useful life for
accounting purposes of 5 years or more unless it is of the type described in paragraph 4.2(c) (viii), in which case their cost shall be included.s
above provided.
(h) Operating Expenses shall not include any expenses paid by any tenant directiy to third parties, or as to which Lessor
is otherwise reimbursed by any third party, other tenant. or by insl!rance proceeds.
4.3 Payment. lessee shall cause payment of Rent to be received by lessor in iawful money of the United States on or before the
day on which it is due, without offset or deduction (except as specifically permitted in this Lease). Rent for any period during the term hereof
which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be
made to lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance
of a payment which is less than the amount then due shall not be a waiver of lessors rights to the balance of such Rent, regardless of Lessors
endorsament of any check so stating. In the evant that any check, draft, or other instrument of payment givan by lassee to Lessor is dishonored
for any reason, lessee agrees to pay to lessor the sum of $25 in addition to any late Charge. Payments will be applied first to accrued late
charges and attorney s fees, second to accrued interest, then to Base Rent and Operating Expense Increase, and any remaining amount to any
other outstanding charges or costs.
5. Security Deposit. lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for lessee's faithful
performance of its obligations under this lease, If lessee fails to pay Rent, or otherwise Defaults under this lease, lessor may use, apply.or
retain all or any portion of said Security Deposit for the payment of any amount due Lessor or to reimburse or compensate Lessor for any
liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security
Deposit. Lessee shall within 10 days after written request therefor. deposit monies with Lessor sufficient to restore said Security Deposit to the
full amount required by this lease. If the Base Rent increases during the term of this lease, Lessee shall, upon written request from Lessor,
deposit addnional moneys with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to the
increased Base Rent as the initial Security Deposit bore to the initial Base Rent. Should the Agreed Usa be amended to accommodate a
material change in the business of Lessee or to accommodate a sub-lessee or assignee, Lessor shall have the right to increase the Security
Deposit to the extent necessary, in Lessors reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a
Csult there'of. If a change in control of Lessee occurs during this Lease and following such change the financial condition of Lessee is, in
'essors reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the
ecurity Deposit to be at a commercially reasonable level based on such change in financial condition. Lessor shall not be required to keep the
Security Deposit separate from its generai accounts, Within 14 days after the expiration or termination of this Leasa, if Lassor eiects to apply the
Security Deposit only to unpaid Rent, and otherwise within 30 days after the Premises have been vacated pursuant to Paragraph 7.4(c) below,
Lessor shall return that portion of the Security Deposit not used or applied by lessor. No part of the Security Deposit shall be considered to be
held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease.
~ ~ .
6.1 Use. lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably
comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates
damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Lessor shall not
unreasonabiy withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not impair the
structural integrity of the improvements of tha Building, will not adversely affact the mechanical, electrical, HVAC, and other systems of the
Building, andlor will not affect the exterior appearance of the Building. If Lessor elects to withhold consent, lessor shall within 7 days after such
request give written notification of same, which notice shall include an explanation of Lessors objections to the change in the Agreed Use.
6.2 Hazardous Substances.
(a) Reportable Uses Require Consent. The term "Hazardous Substance" as used in this Lease shall mean any product,
substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other
materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the
Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or
third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons,
petroleum, gasoline, and/or crude oil or any products, byproducts or fractions thereof. Lessee shall not engage in any activity in or on the
Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely
compliance (at lessee's expense) with all Applicable Requirements. "Reportable Use" shall mean (I) the installation or use of any above or
below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a
permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or
(iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given
to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, lessee may use any ordinary and
customary materials reasonably required to be used in the normal course of the Agreed Use such as ordinary office supplies (copier toner, liquid
paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a
Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose
lessor to any liability therefor. In addition, lessor may condition its consent to any Reportable Use upon receiving such additional assurances as
Qssor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury
:'Id/or liability, including, but not limited to, the installation (and removal on or be~ore Lease expiration or termination) of protective modifications
such as concrete encasements) andlor increasing the Security Deposit.
(b) Duty to Inform lessor. If lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come
PAGE 4 OF 15
NEW HOPE FAMILY LIFE CENTER
STANDARD MULTI-TENANT OFFICE LEASE
year. If Lessee's payments under this paragraph (f) during said Comparison Year exceed Lessee's Share as indicated 01
Ossee shall be entitied ID credit the amount of such overpayment against Lessee's Share of Operating Expense Increa,
ssee's payments under this paragraph during said Comparison Year were less than Lessee's Share as indicated on S1
all pay to Lessor the amount of the deficiency within 10 days after delivery by Lessor to Lessee of said statement. Les,
forthwith adjust between them by cash payment any balance determined to exist with respact to that portion of the last C.
which Lessee is responsible as to Operating Expense Increases, notwithstanding that the Lease term may have terminat
such Comparison Year.
(g) Operating Expenses shall not include the costs of replacement for equipment or capital comp,
foundations, exterior walls or a Common Area capital improvement, such as the parking lot paving, elevators, fences tha'
accounting purposes of 5 years or more unless it is of the type described in paragraph 4.2(c) (viii), in which case their co
above provided.
(h) Operating Expenses shall not include any expenses paid by any tenant directly to third partie,
is otherwise reimbursed by any third party, other tenant, or by insurance proceeds.
4.3 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United
day on which it is due, without offset or deduction (except as specifically permitted in this Lease). Rent for any period dur
which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Pa'
made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate
of a payment which is less than the amount then due shall not be a waiver of Lessors rights to the balance of such Rent.
endorsement of any check so stating. In the event that any check, draft, or other instrument of payment given by Lessee
for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any Late Charge. Payments will be applied
charges and attorney s fees, second to accrued interest, then to Base Rent and Operating Expense Increase, and any n. .
other outstanding charges or costs.
5. Security Deposit. lessee shall deposit with lessor upon execution hereof the Security Deposit as security for I
performance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Less,
retain all or any portion of said Security Deposit for the payment of any amount due Lessor or to reimburse or compensa'
liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any
Deposit, Lessee shall within 10 days after written request therefor. deposit monies with Lessor sufficient to restore said ~
full amount required by this Lease. If the Base Rent increases during the term of this Lease, Lessee shall, upon written r.
deposit additional moneys with Lessor so that the total amount of the Security Deposit shall at all times bear the same pr
increased Base Rent as the initial Security Deposit bore to the initial Base Rent. Shouid the Agreed Use be amended to
material change in the business of Lessee or to accommodate a sub-lessee or assignee, Lessor shall have the right to ir
Deposit to the extent necessary, in Lessors reasonable judgment, to account for any increased wear and tear that the Pr
result thereof. If a change in control of Lessee occurs during this Lease and following such change the financial conditior
Qssors reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor as shall b€
curity Deposit to be at a commercially reasonable level based on such change in financial condition. Lessor shall not t
ecurity Deposit separate from its general accounts. Within 14 days after the expiration or termination of this Lease, if Lt
Security Deposit only to unpaid Rent, and otherwise within 30 days after the Premises have been vacated pursuant to P
Lessor shall return that portion of the Security Deposit not used or applied by Lessor. No part of the Security Deposit Shi
held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease.
6. Use.
6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use whict'
comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that i~
damage. waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. LE
unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the sa
structural integrity of the improvements of the Building, will not adversely affect the mechanical. electrical, HV AC, and ot,
Building, and/or will not affect the exterior appearance of the Building. If Lessor elects to withhold consent, Lessor shall v
request give written notification of same, which notice shall include an explanation of Lessors objections to the change ir
6.2 Hazardous SUbstances.
(a) Reportable Uses Require Consent. The term "Hazardous Substance" as used in this Lease ~
substance. or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combir
materials expected to be on the Premises, is either: (I) potentially injurious to the public health. safety or welfare, the em
Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any!
third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited t(
petroleum, gasoline, and/or crude oil or any products, byproducts or fractions thereof. Lessee shall not engage in any ae
Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Le~
compliance (at Lessee's expense) with all Applicable Requirements. "Reportabie Use" shall mean (I) the installation or l
below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Sut:
permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any goverr
(iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements require
to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may u~
customary materials reasonably required to be used in the normal course of the Agreed Use such as ordinary office sup
paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable R
Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or
Lessor to any iiability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such
Cessor reasonably deems necessary to protect itself, the public, the Premises andlor the environment against damage,
,d/or liability, including, but not limited to, the installation (and removal onDr before Lease expiration or termination) Of
uch as concrete encasements) and/or increasing the Security Deposit.
(b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardo'
PAGE 4 OF 15
NEW HOPE FAMILY LIFE CENTER
STANDARD MULTI-TENANT OFFICE LEASE
to be located in, on, under or about the Pr.mis.s, other than as previously cons.nt.d to by L.ssor, L..... .hall imm.diately give writt.n notic.
Cf. such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence
. ... such Hazardous Substance.
(c) L....e Remediation. Les.ee .hall not cau.e or p.rmit any Hazardou. Substanc. to be spilled or released in. on.
und.r, or about the Premis.. (including through the plumbing or sanitary sew.r .yst.m) and shall promptly. at L.ss..'s .xpen.., comply with all
Applicable R.quirem.nt. and take all inv..tigatory andlor r.medial action rea.onably r.comm.nded. wh.th.r or not formally ord.red or
required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties,
that was caus.d or mat.rially contributed to by L....e. or p.rtaining to or involving any Hazardou. Sub.tanc. brought onto the Pr.mi... during
the t.rm of this Lea.e, by or for L..s... or any third party.
(d) L..see Ind.mnification. L.ss.. .hall ind.mnify. d.f.nd and hold L..sor, its ag.nt., employ.... lend.rs and ground
I.s.or. if any, harml.s. from and against any and all 10.. of rents andlor damag.., Iiabiliti.s, judgment., claim.. expen.e., penalti.., and
attomeys and consultants fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third
party (provid.d. however, that L.sse. .hall have no Iiabilily und.r this Lea.e with r.spect to underground migration of any Hazardou.
Substance under the Premises from areas outside of the Project not caused or contributed to by Lessee). Lessee's obligations shall include, but
not be Iimit.d to, the .ffects of any contamination or injury to per.on, prop.rty or the .nvironm.nt creat.d or .uff.red by L..s... and the co.t of
investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination,
cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to
Hazardou. Sub.tanc.s, unl.ss specifically so agr..d by Le.sor in writing at the time of such agr.em.nt.
(e) Lessor Ind.mnification. L...or and it. .ucc.s.ors and a..ign. .hall ind.mnify, defend, r.imbur.. and hold L......
it. employe.. and '.nders, harml.ss from and against any and all .nvironmental damag.s, including the co.t of r.mediation. which r.sult from
Hazardous Substanc.s which exist.d on the Premises prior to Less.... occupancy or which are cau..d by the gro.. naglig.nce or willful
misconduct of Les.or, its ag.nts or employees. Lessors obligations, a. and when requir.d by the Applicabl. R.quir.m.nt., .hall includ., but not
be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this
Lease.
(I) Investigations and Remediations. L.ssor shall r.tain the re.pon.ibility and pay for any inve.tigation. or r.mediation
measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to
Lessee's occupancy, unless such remediation measure is required as a result of Lessee's use (including "Alterations", as defined in paragraph
7.3(a) b.low) of the Premi..s, in which .vent Les.ee .hall be responsible for .uch paym.nt. Less.. .hall coop.rate fully in any .uch activlti.. at
the request of Lessor, including allowing Lessor and Lessors agents to have reasonable access to the Premises at reasonable times.in order to
carry out Lessors investigative and remedial responsibilities.
(g) Lessor T .rmination Option. If a Hazardous Substanc. Condition (see Paragraph 9.1 (.)) occur. during the term of this
Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the
Applicable Requirem.nt. and this L.as. shall continu. in full fore. and effect, but subj.ct to Lessors right. under Paragraph 6.2(d) and
CaragraPh 13), Lessor may, at Lessors option, either (i) investigate and remediate such Hazardous Substance Condition, ffrequired, as soon as
-asonably possible at Lessors expense, in which event this Lease shall continue in full force and effect, or (ii) lithe estimated cost to remediate
such condition exceeds 12 tim.. the th.n monthly Bas. R.nt or $100.000. whichever is gr.ater. give writt.n notice to L.sse.. within 30 day.
after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor s desire to terminate this Lease as of
the date 60 days following the date of such notice. In the event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter,
give written notice to Lessor of Lessee's commitment to pay the amount by which the cost of the remediation of such Hazardous Substance
Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with
said funds or satisfactory assurance thereof within 30 days follOWing such commitment. In such event, this Lease shall continue in full force and
effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does
not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date
specified in Lessors notice of termination.
6.3 Lessee's Compliance with Applicable Requirements. Except as othelWise provided in this Lease, Lessee shall, at Lessee's
soie expen.e. fully, diligently and in a timely manner. materially comply with all Applicable Requlr.m.nts. the r.quir.m.nt. of any applicable fir.
insurance underwriter or rating bureau, and the recommendations of Lessors engineers and/or consultants which relate in any manner to the
Premises, without regard to whether said requirements are now in effect or become effective after the Start Date. Lessee shall, within 1 0 day~
after receipt of Lessors written request, provide Lessor with copies of all permits and other documents, and other information evidencing
Lessee's compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with
copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the
failure of Lessee or the Premises to comply with any Applicable Requirements.
6.4 Inspection; Compliance. Lessor and Lessors "Lender" (as defined in Paragraph 30) and consultants shall have the right to
enter the Premises at any time, in the case of an emergency, and othelWise at reasonable times, for the purpose of inspecting the condition of
the Premises and for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless: a
violation of Applicable Requirements, or a Hazardous Substance Condition (sae paragraph 9.1e) is found to exist or be imminent, or the
inspection is requested or ordered by a governmental authority. In such case,
Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or
contamination.
7. Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations.
.7.1 Lessee's Obiigations. Notwithstanding Lessor s obligation to keep the Premises in good condition and repair, Lessee shall b.
responSible for payment of the cost thereof to Lessor as additional rent for that portion of the cost of any maintenance and repair of the
Premises, or any equipment (wherever located) that serves only Lessee or the Premises, to the extent such cost is attributable to causes beyond
~ormal wear and tear. Lessee shall be responsible for the cost of painting, repairing or replacing wall coverings, and to repair or replace any
C~rovements with t~e Premises. Lessor may, at its option, upon reasonable notice, elect to have Lessee perform any particular such
81ntenance or repaIrs the cost of which is othelWise Lessee's responsibility hereunder.
7.2 Les.or'. Obligation.. Subj.ct to the provisions of Paragraphs 2.2 (Condition). 2.3 (Compliance). 4.2 (Operating Exp.nses), 6
(Use), 7.1 (Lessee's Obligations), 9 (Damage or Destruction) and 14 (Condemnation). Le.sor. subject to r.imburs.m.nt pursuant to Paragraph
PAGE 5 OF 15
NEW HOPE FAMILY LIFE CENTER
STANDARD MULTI-TENANT OFFICE LEASE
4.2, shall keep in goed order, condition and repair the foundations, exterior walls, structural condition of interior bearing walls, exterior roof, fire
O'nkler system, fire alann andlor smoke detection systems, fire hydrants, and the Common Areas. Lessee expressly waives the benefit of any
'atute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease.
7.3 Utility Inslallations; Trade Fixtures; Alterations. .
(a) Definitions. The tenn "Utility Inslallations" refers to ail floor and window coverings. air lines, vacuum lines, power.
panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, and plumbing in or
on the Premises. The term "Trade Fixtures shall mean Lessee's machinery and equipment that can be removed without doing material damage
to the Premises. The tenn "Alterations shell mean any modification of the improvements, other than Utility Inslallations or Trade Fixtures,
whether by addition or deletion. "Lessee Owned Alterations and/or Utility Installations" are defined as Alterations and/or Utility Inslallations made
by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a).
(b) Consent. Lessee shall not make any Alterations or Utility Inslallations to the Premises without Lessors prior written
consent. Lessee may, however, make non-structural Utility Inslallations to the interior of the Premises (excluding the roof) without such consent
but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof, ceilings,
floors or any existing walls, will not affect the electrical, plumbing, HVAC, and / or life safety systems, and the cumulative cost thereof during this
Lease as extended does not exceed $2000. Notwithslanding the foregoing, Lessee shall not make or pennit any roof penetrations and/or install
anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such epproval, require Lessee to
utilize a contractor chosen andlor epproved by Lessor. Any A1teretions or Utility Installetions that Lessee shall desire to make and which require
the consent of the Lessor shall be presented to Lessor in written fonn with detailed plans. Consent shall be deemed conditioned upon Lessee's:
(i) acquiring all applicable governmental pennits, (i1) furnishing Lessor with copies of both the pennits and t~e plans and specifications prior to
commencement of the work, and (Iii) compliance with all conditions of said pannits and other Applicable Requirements in a prompt and
expeditious manner. Any Alterations or Utility Installations shall be perfonned in a workmanlike menner with good and sufficient materials.
Lessee shall promptly upon completion fumish Lessor with as~built plans and specifications. For work which costs an amount in excess of one
month s Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the
estimated cost of such Alteration or Utility Installation and/or upon Lessee's posting an additional Security Deposit with Lessor.
(c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materiels furnished or alleged to have been
furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic s or material-men's lien against
the Premises or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the comrnencement of any work in, on or
about the Premises, and Lessor shall have the right to post notices of non-responsibility, If Lessee shall contest the validity of eny such lien,
claim or demand, then Lessee shall, at its sale expense defend and protect itself, Lessor and the Premises against the same and shell pay and
satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lesso' shall require, Lessee shall furnish a
surety band in an amount equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the
same, If Lessor elects to participate in any such action, Lessee shall pay Lessors attorneys fees and costs.
l.4 Ownership; Removal; Surrender; and Restoration.
C (a) Ownership. Subject to Lessors right to require removal or elect ownership as hereinafter provided, all Alterations and
tility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. cessor may, at any time, elect in
writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per
paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Inslallations shall, at the expiration or termination of this Lease, become the
property of Lessor and be surrendered by Lessee with the Premises.
(b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later then 30 days prior to
the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility In",allations be removed by the
expiration or termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee OWned Alterations or Utility
Installations made without the required consent
(c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date,
with all of the improvements, parts and surfaces thereof clean and free of debris, and in good operating oroer, condition and state of repair,
ordinary wear and tear excepted. "Ordinary wear and tear shall not include any damage or deterioration that would have been prevented by
good maintenance practice. Notwithstanding the foregoing,. if this Lease is for 12 months or less, then Lessee shall surrender the Premises in
the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage
occasioned by the inslallation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and
equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall also completely remove from the Premises any
and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were
deposited via underground migration from areas outside of the Project) even if such removal -uld require Lessee to perform or pay for work that
exceeds statutory requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. The failure by Lessee to
timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the
provisions of Paragraph 26 below.
8. Insurance; Indemnity.
8.1 Insurance Premiums. The cost of the premiums for the insurance policies maintained by Lessor pursuant to paragraph 8 are
included as Operating Expenses (see paragraph 4.2 (c)(iv)). Said costs shall include increases in the premiums resulting from additional
coverage reiated to requirements of the hoider of a mortgage or deed of trust covering the Premises, Building and/or Project, increased valuation
of the Premises, Building.and/or Project, and/or a general premium rate increase. Said costs shall not, however, include any premium increases
resuiting from the nature of the occupancy of any othertenant of the Building. If the Project was not insured for the entirety of the Base Vear,
then the base premium shall be the lowest annual premium reasonably oblainable for the required insurance as of the Start Date, assuming the
most nominal use possible of the Building and/or Project. In no event, however, shall Lessee be responsible for any portion of the premium cost
attributabie to liability insurance coverage in excess of $2,000.000 procured under Paragraph 8.2(b).
8.2 Liability Insurance.
Q (a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting
ssee and Lessor as an additional insured against ciaims for bodily injury, parsonal injury and property damage based upon or arising out of
e ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence
basis providing single limit coverage in an amount riot less than $1,000,000 per occurrence. with an annual aggregate of not less than
PAGE 6 OF 15
NEW HOPE FAMILY LIFE CENTER
STANDARD MULTI-TENANT OFFICE LEASE
$2,000,000, an "Additional Insured-Managers or Lessors of Premises Endorsemenr and contain the "Amendment of the Pollution Exclusion
Odorsement- for damage caused by heat, smoke or fumes from a hostile fire. The policy shall not contain any intra-insured exclusions as
. tween insured persons or organizations, but shall include coverage for liability assumed under this Lease as an 'nsured contract- for the
rfonnance of Lessee's indemnity obligations under this Lease. The "mits of said insurance shall not, however, limit the lability 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. LESSEE SHALL NOT BE REQUIRED TO OBTAIN A
COMMERCIAL GENERAL LIABILITY POLICY OF INSURANCE. IF LESSEE IS ABLE TO PROVIDE TO LESSOR ADEQUATE PROOF OF
COMPARABLE COVERAGE BY A BONAFIDE SELF-INSURANCE PROGRAM
(b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition to, and not in
lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein. .
8.3 Property Insurance - Building, Improvements and Rental Value.
(a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance in the name of
Lessor, with loss payable to Lessor, any ground.lessor, and to any Lender insuring loss or damage to the Building and/or Project. The amount of
such insurance shall be equal to the full replacement cost of the Building and/or Project, as the same shall exist from time to time, or the amount
required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations
end Utility Installations, Trade Fixtures, and Lessee's personal property shall be insured by Lessee under Paragraph 8.4. If the coverage Is
available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of
flood and/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement of any Applicable
Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss.
Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation
guard protection causing an increase in the annual property insurance coverage amount by a factor of not less than the edjusted U.S.
Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance
coverage has a deductible clause, the deductible amount shall not exceed $1000 per occurrence.
(b) Rental Value. Lessor shali also obtain and keep in force a policy or policies in the name of Lessor with loss peyable
to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an edditional180 days ("Rental
Value insurance"). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage
shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period.
(c) Adjacent Premises. 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's Improvements. Since Lessor is the Insuring Party, Lessor shall not be required to insure Lessee Owned
Alterations and Utility Installations unless the item in question has become the property of Lessor under the terms of this Lease.
8.4 Lessee's Property; Business interrupllon Insurance. A BONAFIDE SELF-INSURANCE PROGRAM WHICH PROVIDES
COMPARABLE COVERAGE MAY BE USED iN LIEU OF THE INSURANCE COVERAGE REQUIREMENTS STATED IN THIS SECTION.
(a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, Trade
Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not
to exceed $1000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property,
Trade Fixtures and Lessee Owned Alterations and Utility Installations. Lessee shall provide Lessor with written evidence that such insurance is
in force.
(b) Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as
will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business
of Lessee or attributable to prevention of access to the Premises as a result of such perils.
(c) No Representation of Adequate Coverage. Lessor makes no representation that the limits or fonns of coverage of
insurance specified herein are adequate to cover Lessee's property, business operations or obligations under this Lease.
8.5 Insurance Policies. Insurance req"ired herein shall be by companies duly licensed or admitted to transact business in the state
where the Premises are located, and maintaining during the policy term a "General Policyholders Rating of at least B+, Vas set forth in the most
current issue of "Best's Insurance Guide', or such other rating as may be required by a Lender. A BONAFIDE SELF-INSURANCE PROGRAM
MAY BE USED IN LIEU OF THE TYPE OF INSURANCE COMPANY DESCRIBED IN THIS LEASE. Lessee shall not do or pennit to 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 certificates evidencing the existence and amounts of the required insurance. No such policy shall be subject to modification or
cancellation, except after 30 days prior written notice to Lessor. Lessee shall, at least 30 days prior to the expiration of such policies, furnish
Lessor with evidence of renewals or 'insurance binders evidencing renewal thereof, or Lessor may order such insurance and charge the cost
thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such poiicies shall be for a tenn of at least one year, or
the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be
carried by it, the other Party may, but shall not be required to, procure and maintain the same.
8.6 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the
other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the
perils required to be insured against herein. The effect of such releases and waivers is not limited by the amount of insurance carried or
required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right
to subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated
thereby.
8.7 indemnity. Except for Lessors gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold
harmless the Premises, Lessor and its agents, Lessors master or ground lessor, partners and Lenders, from and against any and all claims, loss
of rents .and/~r damages, liens, judgments, penalties, attorneys and consultants fees, expenses and/or liabilities arising out of, involving, or in
annectlon With, the use and/or occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of
e foregoing matters, Lessee shall upon notice defend the same at Lessen expense by counsel reasonably satisfactory to Lessor and Lessor
hall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indemnified.
8.8 Exemption of Lessor from Liability. Lessor shall not be liable for injury or damage to the person or goods, wares, merchandise
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or other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises, whether such
amage or injury is caused by or results from fire, sleam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other
. fects of pipes, fire sprinklers, v.ires, appliances, plumbing, HVAC or lighting flXlures, or from any other cause, whether the said injury or
mage results from conditions arising upon the Premises or upon other portions of the Building, or from other sources or places. Lessor shall
not be liable for any damages arising from any act or neglect of any other tenant of Lessor nor from the failure of Lessor to enforce the .
provisions of any other lease in the Project. Notwithstanding Lessors negligence or breach of this Lease, Lessor shall under no circumstances
be liable for injury to Lessee's business or for any loss of income or profit therefrom.
9. Damage or Destruction.
9.1 Definitions.
(a) "Premises Partial Damage" shell mean damage or destruction to the improvements on the Premises, other than
Lessee OWned Alterations and Utility Installations, which can reasonably be repaired in 3 months or less from the date of the damage or
destruction, and the cost thereof does not exceed a sum squalto 6 month s Base Rent. Lessor shall notify Lessee in writing v.ithin 30 days from
the date of the damage or destruction as to whether or not the damage is Partial or Total.
(b) "Premises Total Destruction" shall mean damage or destruction to the improvements on the Premises, other than
Lessee OWned Alterations and Utility Installations and Trade Rxtures, which cannot reasonably be repaired in 3 months or less from the date of
the damage or destruction andlor the cost thereof exceeds a sum squalto 6 month s Base Rent. Lessor shall notify Lessee in writing v.ithin 30
days from the date of the damage or destruction as to whether or not the damage is Partial or Total.
(c) "Insured Loss" shall mean damage or destruction to improvements on the Premises, other than Lessee OWned
Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in
Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved.
(d) "Replacement Cost" shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the
occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of
Applicable Requirements, and without deduction for depreciation.
(e) "Hazardous Substance Condition" shall mean the occurrence or discovery of a condition involving the presence of, or
a contamination by, a Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the Premises which requires repair, remediation, or
restoration.
9.2 Partial Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessors
expense, repair such damage (but not Lessee's Trade Rxtures or Lessee OWned Alterations and Utility Installations) as soon as reasonably
possible and this Lease shall continue in full force and effect; provided. however, that Lessee shall. at Lessors election, make the repeir of any
damage or destruction the total cost to repair of which is $5,000 or less, and, in such event, Lessor shall make any applicable insurance
proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or
the insurance proceeds are not sufficient to effect such repair, the Insuring Party shall promptiy contrtbute the shortage in proceeds as and when
required to complete said repairs. In the event, however, such shortage was due to the fad that, by reason of the unique nature of the
Cprovements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay
r the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessqr with the funds to
cover same, or adequate assurance thereof, within 10 days following receipt of written notice of such shortage and request therefor. If Lessor
receives said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them
as soon as reasonably possible and this Lease shall remain in full farce and effect. If such funds or assurance are not received, lessor may
nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable
with Lessor paying any shortage in proceeds. in which case this Lease shall remain in full farce and effect, or (i1) have this Lease terminate 30
days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction.
Premises Partial Damage due to flood or earthquake shall be SUbject to Paragraph 9.3, notwithstanding that there may be some insurance
coverage. but the net proceeds of any such insurance shall be made available for the repairs if made by either Party.
9.3 Partial Damage - Uninsured Loss. If a Premises Partial Damage that is not an Insured, Loss occurs, unless caused by a
negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense). Lessor may either: (i) repair such damage'
as soon as reasonably possible at Lessors expense, in which event this Lease shall continue in full force and effect, or (ii) tanninate this Lease
by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall
be effective 60 days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10
days after receipt of the termination notice to give written notice to Lessor of Lessee's commitment to pay for the repair of such damage without
reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days after making such
commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as
reasonably possible after the required funds are available. If Lessee does not make the required commitment, this Lease shall terminate as of
the date specified in the termination notice.
9.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall
terminate 60 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee,
Lessor shall have the right to recover Lessors damages from Lessee, except as provided in Paragraph 8.6.
9.5 Damage Near End of Term. If at any time during the last 6 months of this Lease there is damage for which the cost to repair
exceeds one month s Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of
occurrence of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage.
Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee
may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate
assurance thereoO needed to make the repairs on or before the eariier of (i) the date which is 10 days after Lessee's receipt of Lessors written
notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires. If Lessee duly exercises such option
during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall,
C,Lessors commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and
. .. jE!ct. If Lessee falls to exercise such option and provide such funds or assurance during such period. then this Lease shall terminate on the
te specified in the tennination notice and Lessee's option shall be extinguished.
9.6 Abatement of Rent; Lessee's Remedies.
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STANDARD MULTI-TENANT OFFICE LEASE
(a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition
d which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or
,.toration of such damage shall be abated in proportion to the degree to which Lessee's use of the Premises is Impaired, but not to exceed the
'oceeds received from the Rental Value Insurance. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall
have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein.
(b) Remedies, If Lessor shall be obligated to repair or restore the Premises and does not commence, in a substantial and
meaningful way, such repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prtor to the commencement
of such repair or restoration, give wrttten notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee's election to
terminate this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or
restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said notice, If the repair or
restoration is commenced within such 30 days, this Lease shall continue in full force and effect. "Commence" shall mean either the unconditional
authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs.
9,7 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable
adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, In addition,
return to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor.
9.8 Waive Statutes. Lessor and Lessee agree that the terms of this Lease shall govem the effect of any damage to or destruction
of the Premises with respect to the termination of this Lease and hereby waive the provisions of any present or future statute to the extent
inconsistent herewith.
10. Real Property Taxes.
10.1 Definitions. As used herein, the term "Real Property Taxes" shall include any form of assessment; real estate, general, special,
ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement band; and/or license fee
imposed upon or levied against any legal or equitable interest of Lessor in the Project, Lessors right to other income therefrom, and/or Lessors
business of leasing, by any authortty having the direct or indirect power to tax and where the funds are generated with reference to the Project
address and where the proceeds so generated are to be applied by the city, county or other local taxing authortly of a jurtsdiction within which
the Project is located. "Real Property Taxes" shall also include any tax, fee, levy, assessment or charge, or any increase therein, impoSed by
reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Project or any portion
thereof or a change in the improvements thereon.
10.2 Payment of Taxes. Except as otherwise provided in Paragraph 10.3, Lessor shall pay the Real Property Taxes applicable to
the Project, and said payments shall be included in the calculation of Operating Expenses in accordance with the provisions of Paragraph 4.2.
. 10.3 Addilionallmprovements. Operating Expenses shall not include Real Property Taxes specified in the tax assessors records
and work sheets as being caused by additional improvements placed upon the Project by other lessees or by Lessor for the exclusive enjoyment
of such other lessees. Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the time Operating Expenses are
payable under Paragraph 4.2, the entirety of any in.crease in Real Property Taxes if assessed solely by reason of Alterations, Trade Fixtures or
Ctility Installations placed upon the Premises by Lessee or at Lessee's request.
10,4 Joint Assessment. If the Building is not separately assessed, Real Property Taxes allocated to the Building shall be an
equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to
be determined by Lessor from the respective valuations assigned in the assessors work sheets or such other information as may be reasonably
available. Lessors reasonable determination thereof, in good faith, shall be conclusive.
10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and ievied upon Lessee Owned
Alterations and Utility Installalions, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises. When
possible, Lessee shall cause its Lessee Owned Alterations and Utility installations, Trade Fixtures, fumishings, equipment and all other personal
property to be assessed and billed separately from the real property of Lessor. If any of Lessee's said property shall be assessed with Lessors
real property, Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of a written statement setting forth
the taxes applicable to Lessee's property.
11. Utilities and Services.
11.1 Services Provided by Lessor. Lessor shall provide heating, ventilation, air conditioning, reasonable amounts of electricity for
normal lighting and office machines, water for reasonable and normal drinking and lavatory use in connection with an office, and replacement
light bulbs and/or fluorescent tubes and ballasts for standard overhead fixtures. Lessor shall also provide janitorial services to the Premises and
Common Areas 5 times per week, excluding Building Holidays, or pursuant to the attached janitorial schedule, if any. Lessor shall not, however,
be required to provide janitorial services to kitchens or storage areas included within the Premises.
11.2 Services Exclusive to Lessee. Lessee shall pay for all water, gas, heat, light, power, telephone and other utilities and services
specially or exclusively supplied and/or metered exclusively to the Premises or to Lessee, together with any taxes thereon.
11.3 Hours of Service. Said services and utilities shall be provided during times set forth in Paragraph 1.10 Utilities and services
required at other times shall be subject to advance request and reimbursement by Lessee to Lessor of the cost thereof.
11.4 Excess Usage by Lessee. Lessee shall not make connection to the utilities except by or through existing outlets and shall not
install or use maChinery or equipment in or about the Premises that uses excess water, lighting or power, or suffer or permit allY act that causes
extra burden upon the utilities or services, including but not limited to security and trash services, over standard office usage for the Project.
Lessor shall require Lessee to reimburse Lessor for any excess expenses or costs that may arise out of a breach of this subparagraph by
Lessee. Lessor may, in its sole discretion, install at Lessee's expense supplemental equipment and/or separate metering applicable to Lessee's
excess usage or loading.
11,5 Interruptions. There shall be no abatement of rent and Lessor shall not be liabie in any respect whatsoever for the inadequacy,
stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause
beyond Lessors reasonable control or in cooperation with governmental request or directions.
12. Assignment and Subletting.
C 12.1 Lessor's Consent Required.
, . (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or
slgnment") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessors prior written consent.
(b) Uniess Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control
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STANDARD MULTI-TENANT OFFICE LEASE
of Lessee shall constitute an assignment requiring consenl. The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee
Call constitute a change in control for this purpose.
. (c) The involvement of Lessee or its assets in any transaction, or saries of transactions (by way of merger, sale,
. quisitian, financing, transfer, leveraged buyout or otherwise), whether or not a fonnal assignment or hypothecation of this Leasa or Lessee's
assets occurs, which results or will result in a reduction of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as ~ Was
represented at the time of the execution of this Lease or at the time of the most recent assignment to which Lessor has consented, or as it exists
immediately prior to said transaction or transactions constituting such reduction, whichever was or is greater, shall be considered an assignment
of this Lease to which Lessor may withhold its consenl. "Net Worth of Lessee" shall mean the net worth of Lessee (excluding any guarantors)
established under generally accepted accounting principles.
(d) An assignment or subletting without consent shall, at Lessors option, be a Defauit curable after notice per Paragraph
13.1 (c), or a noncurable Breach without the necessity of any notice and grace period. IlLessor elects to treat such unapproved assignment or
subletting as a noncurable Breach, Lessor may either: (i) tenninate this Lease, or (ii) upcn 30 days written notice, increase the monthly Base
Rent to 110% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to
purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in effect, and (ii) all fixed and non-
fixed rental adjustments scheduled during the remainder of the Lease tenn shall be increased to 110% of the scheduled adjusted renl.
(e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages andlor
injunctive relief.
12.2 Tenns and Conditions Applicable to Assignment and Subletting.
(a) Regardless of Lessors consent, no assignment or subletting shall: (i) be effective without the express written
assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii)
alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be perfonned by Lessee.
(b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval
or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance
shall constitute a waiver or estoppel of Lessors right to exercise its remedies for Lessee's Default or Breach.
(c) Lessors consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or
subletting.
(d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or
anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first
exhausting Lessors remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor.
(e) Each request far consent to an assignment or subletting shall be in writing, accompanied by infonnation relevant to
Lessors determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, Including
but not limited to the intended use and/or required modification of the Premises, if any. lessee agrees to provide Lessor with such other or
additional information and/or documentation as may be reasonably requested. (See also Paragraph 36)
~ (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such
. . lease, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein
o be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or
inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.
(g) Lessors consent to any assignment or subletting shall not transfer. to the assignee or sublessee any Option granted to
the original Lessee by this Lease unless such transfer is specificaliy consented to by Lessor in writing. (See Paragraph 39.2)
12.3 Additional Terms and Conditions Applicable to Subletting. The foliowing terms and conditions shali apply to any subletting by
Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated
therein:
(a) Lessee hereby assigns and transfers to lessor all of Lessee's interest in all Rent payable on any sublease, and
lessor may collect such Rent and apply same toward lessee's obligations under this lease; provided. however, that until a Breach shall occur
in the performance of lessee's obligations, Lessee may collect said Rent. les~or shall not, by reason of the foregoing or any assignment of such
sublease, nor by reason of the coliection of Rent, be deemed liable to the sublessee for any failure of Lessee to perfonn and comply with any of
Lessee's obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, uPQn receipt of a written notice
from lessor stating that a Breach exists in the performance of lessee's obligations under this lease, to pay to lessor all Rent due and to
become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to lessor without any obligation
or right to inquire as to whether such Breach exists, notwithstanding any claim from lessee to the contrary.
(b) In the event of a Breach by Lessee, lessor may, at its option, require sublessee to attorn to Lessor, in which event
Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such
sublease: provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for
any prior Defaults or Breaches of such sublessor.
(c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor.
(d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor s prior written consent.
(e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to
cure the Default of Lessee within the grace period, if any, specified in such notice. The subiessee shaH have a right of reimbursement and offset
from and against Lessee for any such defaults cured by the sublessee.
13. Default: Breach; Remedies.
13.1 Default; Breach. A "Default" is defined as a failure by the Lessee to comply with or perform any of the tenns, covenants,
c~nditions or Rules and Regulations under this Lease. A "Breach" is defined as the occurrence of one or more of the following Defaults, and the
failure of Lessee to cure such Default within any applicable grace period:
(a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level
C~ecurity, or where the coverage of the property insurance described in Paragraph 63 is jeopardized as a resuit thereof, or without providing
sonable assurances to minimize potential vandalism. _
(b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee
hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any Obligation
PAGE 10 OF 15
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STANDARD MULTI-TENANT OFFICE LEASE
under this Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days following written
COlice to Lessee. ,
(c) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the
service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate, (v) a requested subordination, (vi)
evidence concerning any guaranty andlor Guarantor, (vii) any document requested under Paragraph 41 (easements), or (viii) any other .
documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues
for a period of 10 days following written notice to Lessee.
(d) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under
Paragraph 2.9 hereof, other than those described in subparagraphs 13.1 (a), (b) or (c), above, where such Default continues for a period of 30
days after written notice; provided, however, that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its
cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes
such cure to completion.
(e) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the
benefit of creditors; (Ii) becoming a "debto(' as defined in 11 U.S.C. S 101 or any successor statute thereto (unless, in the case of a petition filed
against Lessee, the same is dismissed within 60 days); (iii) the appoinbnent of a trustee or receiver to take possession of substantially all of
Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee within 30 days: or (iv)
the attachment, execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this
Lease, where such seizure is not discharged within 30 days: provided, however, in the event that any provision of this subparagraph (e) is
contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions,
(f) The discovery that any financial statement of Lessee or of any Guarantor given to lessor was materially false.
(g) If the performance of Lessee's obligations under this Lease is guaranteed: (i) the death of a Guarantor, (Ii) the
termination of a Guarantor s liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor s
becoming insolvent or the subject of a bankruptcy filing. (iv) a Guarantor s refusai to honor the guaranty, or (v) a Guarantor s breach of its
guaranty obligation on an anticipatory basis, and Lessee's failure, within 60 days following written notice of any such event, to provide written
alternative assurance or security, which, when coupled with the then existing resources of Lessee, equals or exceeds the combined financial
resources of Lessee and the Guarantors that existed at the time of execution of this Lease.
13.2 Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of
an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including but not limited to the
obtaining of reasonably required bonds, insurance policies, or govemmentallicenses, permits or approvals. The costs and expenses of any such
perlonnance by lessor shall be due and payable by lessee upon receipt of invoice therefor. If any check given to lessor by Lesser shall not be
honored by the bank upon which it is drawn, lessor, at its option, may require all future payments to be made by Lessee to be by cashier s
check. In the event of a Breach, lessor may, with or without further notice or demand, and without limiting lessor in the exercise of any right or
remedy which Lessor may have by reason of such Breach:
C (a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall
. rminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the
unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which
would have been earned after tennination until the time of award exceeds the amount of such rental loss that the Lessee proves could have
been reasonably avoided: (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of
award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to
compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligations under this Lease or which in the
ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises,
expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys fees, and that portion of any leasing
commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the
amount referred to in provision (iil) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of
the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent Efforts by Lessor to
mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessor s right to recover damages under Paragraph 12. If
termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such
proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a .
separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or
quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable
grace period required by_ Paragraph 13.1 and the unlawful detainer statute shall run concurrenUy, and the failure of lessee to cure the Default
within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the
remedies provided for in this Lease and/or by said statute.
(b) Continue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event Lessee
may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver-to protect
the Lessor s interests, shall not constitute a termination of the Lessee's right te possession.
(c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the
Premises are located. The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not relieve Lessee
from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee's
occupancy of the Premises.
13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, or for the giving or paying by Lessor to or for
Lessee of any cash or other bonus, inducement or consideration for Lessee's entering into this Lease, all of which concessions are hereinafter
referred to as "Inducement Provisions, shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms, covenants
and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from
Q,iS Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by
ssor under such an inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of
aid Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be
deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance.
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13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor 10 incur costs not
Qtemplated by this Lease, the exact amount of which will be extremely dlfllcult to ascertain. Such costs include, but are not limited to,
o essing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, Wany Rent shall not be
eived by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall pay to Lessor
a one-time late charge equal to 10% of each such overdue amount or $100, whichever is greater. The parties hereby agree that such late charge
represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by
Lessor shall in no event constitute a waiver of Lessee's Default or Breach with respect to such overdue amount, nor prevent the exercise of any
of the other rights end remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3
consecutive instaliments of Base Rent, then notwithstanding any provision of this Lease 10 the contrary, Base Rent shall, at Lessors option,
become due and payable quarterly in advance.
13.5 Interest. Any monetary payment due Lessor hereunder, other then late charges, not received by Lessor, when due as 10
scheduled payments (such as Base Rent) or within 30 days following the date 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 after it was due as to nonscheduled payments. The interest
("Interest") charged shall be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed by law. Interest is payable
in addition to the potential late charge provided for in Paragraph 13.4.
13.6 Breach by Lessor.
(a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to
perform an obligation required 10 be performed by Lessor. Far purposes of this Paragraph, a reasonable time shall in no event be less than 30
days after receipt by Lessor, and any Lender whose name and address shali have been fumished Lessee in writing for such purpose, of written
notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessors obligation is such
that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such
30 day period and thereafter diligently pursued to completion.
(b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30
days after receipt of said notice, or if having commenced said cure they do not diligentty pursue it to completion, then Lessee may elect to cure
said breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure, provided however, that such offset
shall not exceed an amount equal to the greater of one month s Base Rent or the Security Deposit, reselVing Lessee's right to seek
reimbursement from Lessor. Lessee shall document the cost of said cure and supply said documentation to Lessor.
14. Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the
exercise of said power (collectively 'Condemnation"), this Lease shall terminate as to the part taken as of the date the condemning authority
takes title or possession. whichever first occurs, If more than 10% of the rentable floor area of the Premises, or more than 25% of Lessee's
ReselVed Parking Spaces, if any, are taken by Condemnation, Lessee may, at Lessee's option, to be exercised in writing within 10 days after
Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days after the condemning authority
Chall have taken possession) terminate this Lease as of the date the condemning authority takes such possession, If Lessee does not terminate
. is Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except
at the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation
awards andlor payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the
leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation for
Lessee's relocation expenses, loss of business goodwill andlor Trade Fixtures, without regard to whether or not this Lease is terminated
pursuant to the provisions of this Paragraph. All Aiterations and Utility Installations made to the Premises by Lessee, for purposes of
Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable
therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused
by such Condemnation.
16. Estoppel Certificates.
(a) Each Party (as "Responding Party) shall within 10 days after written notice from the other Party (the Requesting
Party") execute, acknowledge and deiiver to the Requesting Party a statement in writing in form similar to the then most current "Estoppel
Certificate" form published by the American Industrial Real Estate Association, plus such additional information, confirmation and/or statements
as may be reasonably requested by the Requesting Party.
(b) If the Responding Party shall fail to execute or deiiver the Estoppel Certificate within such 10 day period, the
Requesting Party may execute an Estoppel Certificate stating that: (i) the Lease Is in full force and effect without modification except as may be
represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party s performance, and (iii) W Lessor is the
Requesting Party, not more than one month s rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the
Requesting Party s Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said
Certificate.
(c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall
deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or
purchaser, including but not limited to Lessee's financial statements for the past 3 years. All such financial statements shall be received by
Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.
17. Definition of lessor. The term Lessor" as used herein shall mean the owner or owners at the time in question of the fee title to the
Premises, or, if this is a sublease, of the Lessee's interest in the prior lease. In the event of a transfer of Lessors title or interest in the Premises
or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Except as
provided in Paragraph 15, upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved
of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the
foregoing, the obligations andlor covenants in this Lease to be performed by the lessor shall be binding only upon the Lessor as hereinabove
defined.
C. Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the
lidity of any other provision hereof. -
. Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall mean and refer to calendar
days.
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STANDARD MULTI-TENANT OFFICE LEASE
20. Umitation on Uabllity. The obligations of Lessor under this Lease shan not constilUla personal obligations of Lessor or its partners,
Gambers, directors, officers or shareholders, and Lessee shall look to the Project, and to no other assets of Lessor, for the satisfaction of any
ability of Lessor with respect to this Lease, and shall not seek recourse against Lessors partners, members, directors, officers or shareholders,
any of their personal assets for such satisfaction. .
21. Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties
under this Lease.
22. No Prior or Other Agreements. This Lease contains all agreements between the Parties with respect to any matter mentioned herein,
and no other prior or contemporaneous agreement or understanding shall be effective.
23. Notices.
23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered
in person (by hand or by courier) or may be sent by regular, certified or registered mall or U.S. Postal Service Express Mail, with postage
prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses
noled adjacent to a Party s signature on this Lease shall be that Party s address for delivery or mailing of nolices. Either Party may by written
notice to the other specify a differenl address for notice, except that upon Lessee's taking possession of the Premises, the Premises shall
constitule Lessee's address for notice. A copy of all notices to Lessor shell be concurrently transmitted to such party or parties at such
addresses as Lessor may from time to time hereafter designate in writing.
23.2 Date of Notice. Any nolice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of
delivery shown on the receipt card, or iI no delivery date is shown, the postmark thereon, If sent by regular mall the notice shall be deemed given
48 hours afler the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or
overnight courier lhal guarantee next day delivery shall be deemed given 24 hours afler delivery of the same to the Postal Service or courier.
Notices transmitted by facsimiie transmission or similar means shall be deemed delivered upon telephone confirmation of receipt (confirmation
report from fax machine is suffIcient), provided a copy is also delivered via delivery or mail. If notice is received on a Saturday, Sunday or legal
holiday, it shall be deemed received on lhe next business day.
24. Waivers. No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver
of any other term, covenant or condition hereof. or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or
condition hereof. Lessors consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessors eonsent to, or
approval of, any subsequent or similar act by Lessee. or be construed as the basis of an estoppel to enforce the provision or provisions of this
Lease requiring such consen!. The acceptance of Rent by Lessor shall nol be a waiver of any Default or Breach by Lessee. Any payment by
Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions
made by Lessee in connection therewith, which such statements andlor conditions shall be of no force or effect whatsoever unless specifically
agreed to in writing by Lessor at or before the time of deposit of such payment.
25. Disclosures Regarding The Nature of a Real Estate Agency Relationship. When entering into a discussion with a real estate egent
regarding a real estate transaction, a Lessor or Lessee should from the outset understand what type of agency relationship or representation it
Cas with the agenl or agents in the transaction. An agent can agree to act as agent fO. r the Lessee only. In these situations, the agent is not the
essors agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor. An
agenl acling only for a Lessee has lhe foliowing affirmative obligations. To the Lessee: A fiduciary duty of utmost care, integrity, honesty, and
loyalty in dealings wilh the Lessee. To the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in performance of the
agent's dulies. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facls known to the agent materially affecting the value
or desirability of the property that are not known to, or within the dliigent attention and observation of, the Parties. An agent is not obligated to
reveal 10 eilher Party any confidential information obtained from the olher Party which does not involve the affirmative duties set forth above.
26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or
lerminalion of lhis Lease. In lhe event thai Lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable
immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Lessor to any holding over by
Lessee.
27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with
all other remedies at law or in equity.
28. Covenants and Conditions; Construction of Agreement. All proviSions of this Lease to be observed or _performed by Lessee are
both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be
considered a part of this Lease. Whenever required by the context, lhe singular shall include the plural and vice versa. This Lease shall not be
construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole. as if both Parties had prepared it
29. Binding Effect; Choice of Law. This Lease shall be binding upon the Parties, their personal representatives, successors and assigns
and be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease
shaH be initiated in the county in which the Premises are located. .
30. Subordination; Attainment; Non-Disturbance.
30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground iease, mortgage,
deed of trust, or other hypothecation or security device (collectively, "Security Device), now or hereafter placed upon the Premises, to any and
all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any
such Security Devices (in lhis Lease together referred to as 'Lender) shall have no liability or obligation to perform any of the obligations of
Lessor under this Lease. Any Lender may elect 10 have this Lease andlor any Option granted hereby superior to the lien of its Security Device by
giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding
the relative dates of the documentation or recordation thereof.
30.2 Attainment. In lhe evenlthal Lessor transfers titie to the Premises, or the Premises are acquired by another upon the
foreclosure or termination of a Security Device to which this Lease is subordi~ted (i) Lessee shall, subject to the nondisturbance provisions of
Paragraph 30.3, attain to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease,
G'th such new owner for the remainder of the term hereof, or, at the election of such new owner, this Lease shall automatically become a new
ase between Lessee and such new owner, upon all of the terms and conditions hereof, for the remainder of the term hereof, and (ii) Lessor
all thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessors obligations hereunder, except
that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with tespect to events occurring prior to acquisition of
PAGE 13 OF 15
NEW HOPE FAMILY LIFE CENTER
STANDARD MULTI-TENANT OFFICE LEASE
ownership; (b) be subject to any offsets or defens.s which L.ssee might have against any prior lassor, (c) be bound by prepayment of more than
amonth s rent, or (d) be Iiabl. for the r.tum of any s.curity d.posit paid to any prior I.ssor. .
. 30.3 Non-Disturbanc.. With respect to Security D.vic.s .nter.d into by Lessor aft.r the .xecution of this L.as., L.ss.a's
rdination of this L.as. shall be subject to recaiving a comm.rciaHy reasonable non-disturbanc. agraament (a "Non-Disturbance Agreem.nt
) from the lender which Non-Disturbance Agreement provides that Lessee's possession of the Premises, and this Lease, including any options
to .xtend the term h.reof, will not b. disturbed so long as Less.. is not in Br.ach h.r.of and attoms to the r.cord own.r of the Premises.
Furth.r, within 60 days aft.r the .x.cution of this L.ase, L.ssor shall us. its comm.rcially r.asonabl. efforts to obtain a Non-Disturbanc.
Agr.em.nt from the hold.r of any pr.-.xisting S.curlty D.vice which is s.cur.d by the Premisas. In the .vent thet Lessor is unable to provide
the Non-Disturbanc. Agreem.nt within said 60 days, then Lessae may, at Lessee's option, direcUy contact L.nd.r and attempt to negotiet. for
the ex.cution and deliv.ry of a Non-Disturbance Agr.ement.
30.4 Self-Executing. The agreem.nts contained in this Paragraph 30 shall b. .ffective without the execution of any furth.r
documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the
Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination,
attornment and/or Non-Disturbance Agreement provided for herein.
31. Attorn.y's Fees. If any Party or Brok.r brings an action or proceeding involving the Pr.mis.s wh.th.r found.d in tort, contract or
equity, or to d.clar. rights h.r.und.r, the Pr.valling Party (as h.r.aft.r d.fln.d) in any such proc..ding, action, or appaal th.r.on, shall b.
.ntiU.d to r.asonabl. attom.ys fe.s. Such f..s may be awarded in the sam. suit or recov.red in a separate suit, wh.th.r or not such action or
proc.eding is pur.u.d to decision or jUdgm.nt. Th. t.rm, "Pr.valling Party" shall includ., without limitation, a Party or Brok.r who sub.tantially
obtains or def.at. the r.li.f sought, a. the cas. may be, wh.th.r by compromi.., s.ttl.m.nt, judgm.nt, or the abandonm.nt by the oth.r Party
or Broker of its claim or defense. The attorneys fees award shall not be computed in accordance with any court fee schedule, but shall be such
as to fully r.imburs. all attom.ys f... r.asonably incurred. Attom.ys f..s shall includ. a pro-rata portion of the attom.y salary and .xp.ns..
incurred by the San Bernardino City Attorney's Office if said office is the attorney of record in enforcing this lease on behalf of the lessee. In
addition, Le..or .hall b. .ntitled to attom.ys f..s, cost. and .xp.nse. incurr.d in the pr.paration and s.rvic. of notices of D.fault and
consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting
Breach ($200 is a reasonable minimum per occurrence for such services and consultation).
32. lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter the Premises at any time, in
the cas. of an .m.rgency, and oth.rwi.e at reasonable tim.s for the purpo.. of showing the .am. to prospective purcha..r., I.nd.r., or
tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the
erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no
material adverse effect to Lessee's use of the Premises. All such activities shall be without abatement of rent or liability to Lessee. Lessor may at
any time place an the Premises any ordinary "For Sale" signs and Lessor may during the last 6 months of the term hereof place on the Premises
any ordinary "For Lease" signs. In addition, Lessor shall have the right to retain keys to the. Premises and to unlock all doors in or upon the
~emises other than to files, vaults and safes, and in the case of emergency to enter the Premises by any reasonably appropriate means, and
such entry shall not be deemed a forcible or unlawful entry or detainer of the Premises or an eviction. Lessee waives any charges for
ages or injuries or interference with Lessee's property or business in connection therewith.
3. Auctions. Le.... shall not conduct, nor p.rmit to b. conduct.d, any auction upon the Premise. without Lessors prior writt.n cons.nt.
Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction.
34. Signs. Lessee shall not place any sign upon the Project without lessors prior Mitten consent.
35. Termination; M.rg.r. Unless specifically stated oth.rwis. in writing by L.ssor, the voluntary or other surrend.r of this Lea.. by
Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any
sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue anyone or all existing subtenancies. Lessors
failure within 10 days following any .uch .v.nt to elect to the contrary by writt.n notice to the hold.r of any such I..s.r Interest, .halt con.titut.
Lessors election to have such event constitute the termination of such interest.
36. Consents. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other
Party, such consent shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses (including but not limited to
architects, attorneys, engineers and other consultants fees) incurred in the consideration of, or response to, a request by Lessee for any
Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be
paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessors consent to any act, assignment or subletting shall not
con.titut. an acknowl.dgment that no D.fault or Br.ach by L.ssee of this L.a.e exi.t., nor shall .uch con..nt b. d..m.d a waiv.r of any then
existing Default or Breach, exc.pt as may b. oth.rwise .pecifically stat.d in writing by L...or at the time of .uch cons.nt. The failur. to sp.cify
herein any particular condition to Lessors consent shall not preclude the imposition by Lessor at the time of consent of such further or other
conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party
disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining
party shall furnish its reasons in writing and in reasonable detail within 10 business days following such request.
38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on
Lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during
the term hereof.
40. Security M.asur.s. L..s.. hereby acknowl.dg.. that the R.nt payable to Lessor hereunder does not includ. the co.t of guard
service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for
the protection of the Pr.mi.e., Lessee, its agent. and invitee. and th.ir prop.rty from the acts of third parties. In the .v.nt, how.ver, that L...or
should .Iect to provide .ecurity services, then the cost th.reof shall b. an Op.rating Exp.nse.
41. Reservations.
(aJ Le..or reserv.. the right: (i) to grant, without the con..nt or joind.r of Lesse., .uch .a.em.nts, right. and
d.dications that Le.sor deem. necessary, (ii) to caus. the r.cordation of parc.l map. and r.strictions, (iii) to create andlor in.tall n.w uIility
C.eway~, so long as such easements, rights, dedications, maps, restrictions, and utility raceways do not unreasonably interfere with the use of
Pr.mlse. by Less... Les.or may al.o: chang. the nam., addr.s. or tiUe of the Building or proj.ct upon at l.a.t 90 days prior writt.n notic.;
Vide and install, at Lessee's expense, Building standard graphics on the door of the Premises and such portions of the Common Areas as
L.ssor shall reasonably d..m appropriat.; grant to any les... the .xclusiv. right to conduct any bu.ines. a.long a..uch .xclu.iv. right does
PAGE 14 OF 15
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STANDARD MULTI-TENANT OFFICE LEASE
not conflict with any rights expressly given herein; and to place such signs, notices or displays as lessor rllIlsonably deems necessary or
QVisable upon the roof, exterior of the Building or the Project or on pole signs in the Common Areas. lesse,e agrees 10 sign any documents
'sonably requested by lessor to effectuate such rights. The obstruction of lessee's view, air, or light by 'any structure erected in the vicinity of
e Building, whether by lessor or third parties, shall in no way affect this lease or impose any lIabiRty upon lessor.
(b) lessor also resarves the right 10 move lessee 10 other space of comparable size in the Building or Project.
Lessor must provide at least 45 prior written notice of such move, and the new space must contain improvements of comparable quality to those
contained within the Premises. lessor shall pay the reasonabla out of packet costs that lessee incurs with regard 10 such relocation, including
the expenses of moving and necessary stationary revision costs. In no event, however, shall lessor be required to pay an amount in excess of
two months Base Rent lessee may not be relocated more than once during the term of this lease.
(c) 'lessee shall not: (I) use a representation (photographic or otherwise) of the Building or Project or thair
name(s) in connection with lessee's business; or (ii) suffer or permit anyone, except in emergency, to go upon the roof of the Building.
42. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other
under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment "under
protest and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit
for recovery of such sum. ~ It shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof,
said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay.
43. Authority.
(a) If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each
individual executing this lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this
Lease on Its behalf. Each party shall, within 30 days after request, deliver to the other party satisfactory evidence of such authority.
(b) If this Lease is executed by more than one person or entity as "Lessee, each such person or entity shall be
jointly and severally liable hereunder. it is agreed that anyone of the named Lessees shall be empowered to execute any amendment to this
Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees
had executed such document.
44. Conflict. Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions shall be controlled by
the typewritten or handwritten provisions.
45. Offer. Preparation of this Lease by either party or their agent and submission of same to the other Party shall not be deemed an offer
, to lease to the other Party. This Lease is not Intended to be binding until executed and delivered by all Parties herelo.
46. . Amendments. This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification. As long as
they do not materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable non.monetary modifications to this
Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises.
47. Multiple Parties. If more than one person or entity is named herein as either Lessor or Lessee, such multiple Parties shall have joint
Cd several responsibility to comply with the terms of this Lease.
. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR
OCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.
48. Mediation and Arbitration of Disputes. An Addendum requiring the Mediation and/or the Arbitration of all disputes between the
Parties and/or Brokers arising out of this Lease is not attached to this Lease.
50. Americans with Disabilities Act. In the event that as a result of Lessee's use, or intended use, of the Premises the Americans with
Disabilities Act or any similar law requires modifications or the construction or installation of improvements in or to the Premises, Building,
Project and/or Common Areas, the Parties agree that such modifications, constr'uction or improvements shall be made at Lessee's expense..
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED
HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES
HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE
AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.
The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures.
Executed at: SAN BERNARDINO
on:
By LESSOR:
NEW HOPE MISSIONARY BAPTIST CHURCH,
A CALIFORNIA NON-PROFIT CORPORATION
By:
Executed at: SAN BERNARDINO
on:
By LESSEE:
By: ____________
Name:
Title,
BREON WATERS
CHAIRMAN OF THE BOARD OF TRUSTEES
1575 WEST 17TH STREET
SAN BERNARDINO, CA 92411
Telephone (909) 887-2526
Facsimile (909) 887-5406
CderallD No. 95-2510795
Address,
Telephone:
Facsimile:
FederallD No:
PAGE 15 OF 15
CITY OF SAN BERNARDINO
Interoffice Memorandum
CITY CLERK'S OFFICE
Records and Information Management (RIM) Program
DATE:
September 11,2002
TO:
Lemuel Randolph, Director of Parks, Recreation & Community Services
FROM:
Michelle Taylor, Senior Secretary
RE:
Transmitting Documents for Signature - Resolution 2002-290
At the Mayor and Common Council meeting of September 9, 2002, the City of San Bernardino
adopted Resolution 2002-290 - Resolution authorizing the execution of a lease agreement
between the City and the New Hope Missionary Church for rental of space for the Westside
Community Service Center.
Attached is one (I) original agreement. Please obtain signatures in the appropriate location and
return the 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 November 8, 2002.
If you have any questions, please do not hesitate to contact me at ext. 3206. Thank you.
Michelle Taylor
Senior Secretary
I hereby ackngwledge receipt of the above mentioned documents.
// ~/:? ~
Signed: />~ /"'ff~
Date: .~;/t7Z--
Please sign and return
CITY OF SAN BERNARDINO
Interoffice Memorandum
CITY CLERK'S OFFICE
Records and Information Management (RIM) Program
DATE:
September 11,2002
YOUR COPY
TO:
Lemuel Randolph, Director of Parks, Recreation & Community Services
FROM:
Michelle Taylor, Senior Secretary
RE:
Transmitting Documents for Signature - Resolution 2002-290
At the Mayor and Common Council meeting of September 9, 2002, the City of San Bernardino
adopted Resolution 2002-290 - Resolution authorizing the execution of a lease agreement
between the City and the New Hope Missionary Church for rental of space for the Westside
Community Service Center.
Attached is one (1) original agreement. Please obtain signatures in the appropriate location and
return the 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 November 8, 2002.
If you have any questions, please do not hesitate to contact me at ext. 3206. Thank you.
Michelle Taylor
Senior Secretary
:~;::~ ~d;Zfthe above mentioned documents.
Date: '7 / /2. /6L- Please sign and return
CITY OF SAN BERNARDINO
Interoffice Memorandum
CITY CLERK'S OFFICE
Records and Information Management (RIM) Program
DATE:
September 18, 2002
TO:
Veronica Martinez, Senior Secretary
FROM:
Michelle Taylor, Senior Secretary
RE:
Resolution 2002-290 - Lease Agreement with New Hope Missionary Church
CC:
Attached is a fully executed copy of the lease agreement with New Hope Missionary Church for
rental of space for the Westside Community Service Center. The original lease agreement is on
file in the City Clerk's Office.
If you have any questions, please call me at ext. 3206.
** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Meeting Date (Date Adopted):
Vote: Ayes I-I")
q ..q -02.
Item #
Z'z.
,.e
Abstain
See Attached: L Date Returned: 61 '1'1!r{)'?-
See Attached:
See Attached:
Nays
Change to motion to amend original documents:
Reso. # On Attachments: L- Contract term: -
Note on Resolution of Attachment stored separately: -=-
Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY
Date Sent to Mayor: ~ --I \.0 Z-
Date of Mayor's Signature: 9 -I;} -0 d-
Date ofClerk/CDC Signature: <1- 13-Gd-
Date Memo/Letter Sent for Signature:
cr-! 1-0;2.
60 Day Reminder Letter Sent on 30th day:
90 Day Reminder Letter Sent on 45th day:
Request for Council Action & Staff Report Attached:
Updated Prior Resolutions (Other Than Below):
Updated CITY Personnel Folders (6413, 6429, 6433, 10584, 10585, 12634)
Updated CDC Personnel Folders (5557):
Updated Traffic Fnlders (3985, 8234, 655, 92-389):
Copies Distributed to:
City Attorney ~
Parks & Rec. ,/
Resolution #
2rD?-Z90
Absent -e-
-e-
Null/Void After: (oc 0'1;) ) \1- ~-O '2..
J
By: -
Reso. Log Updated:
Seal Impressed:
,/
v
:y I
34/0./0
y
I
X3 y
{O, 230. '30 y
y
Code Compliance Dev. Services EDA Finance .,/'
Police Public Services Water Others:
Notes:
MIS
BEFORE FILING, REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE
YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term. etc.)
Ready to File: .1hL
Date: q:- \'is -(;..).
Revised 01/12/0 I