HomeMy WebLinkAbout14-Development Services
C CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
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From: Valerie C. Ross, Director
Subject: Resolution authorizing the
execution of a lease agreement for property
located at 225 W. Orange Show Lane, for
Fire Department storage purposes.
Dept: Development Services
Date: April 10, 2008
File No. 15.06A-27
MCC Date: April 21, 2008
Synopsis of Previous Council Action:
None.
Recommended Motion:
I. Authorize the Director of Finance to amend the FY 07-08 budget by appropriating $20,000
from Fire Development Impact Fee Funds to account number 262-482-5502 per the staff
report; AND
2. Adopt Resolution.
YtuuV(). R~
Valerie C. Ross
Contact person:
Ryan Sandoval
Phone: 5226
Supporting data attached: Staff Report, Map, Reso, Agreement Ward: 3
$20,000 (FY 200712008)
FUNDING REQUIREMENTS: Amount: $70,000 (FY 2008/2009)
Source: (Acct. No.)
262-482-5502
Fire's Development Impact
(Ace!. Description) Fee Fund
Finance:
Council Notes:
Agenda Item No.
/'1
'1/3.1 jot
Staff Report- Continued
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
Staff Report
SUBJECT:
Resolution authorizing the execution of a lease agreement for privately owned property located
at 225 W. Orange Show Lane, for Fire Department storage purposes.
BACKGROUND:
As a result of the widening of the 1-215 freeway, Caltrans is proposing to acquire the fire repair
and storage facility located on the northwest corner of Base Line Street and "H" Street. The Fire
Department recently purchased nine (9) fire engines that will need to be stored at a secure
location. Because they are losing their current storage facility they will need to lease a temporary
site, while a new fire repair and storage facility site can be acquired. The Fire Department has
indicated that the currently vacant warehouse for lease located on the south side of Orange Show
Lane, east of Arrowhead Avenue, at 225 W. Orange Show Lane will accommodate their
temporary storage and limited repair needs, and due to time constraints, were unable to locate an
alternate site.
The property owners, Edward Seidner and James Redfern, were contacted through their leasing
agent and although the listed rate was for $5,762 per month, plus association fees of $284 per
month, the owners are willing to accept the offer of $5,000 per month, plus association fees.
Additionally, the City will need to pay the monthly utilities, as is customary. The property
owners are agreeable to a one-year lease, with the option to renew for an additional year at the
same rate. The property owners are also asking for a $5,000 security deposit to be included with
the first month's rent. The proposed commencement date of the lease is May I, 2008. The
storage of fire engines is a permitted use for this site. The owner has a base premium insurance
amount of $1,500, and if the base premium is to increase resulting from the City's use of the
building, the City will need to pay this increased premium amount. Currently, no increase is
anticipated based on the City's intended use.
The lease also requires the Lessee to obtain several types of insurance. Because the City is a self-
insured entity, the lease has an addendum attached that identifies the City being self-insured and
holds the Lessor harmless for any and all items that would otherwise be Insured through a
commercially available insurance policy. There will be no need for the City to purchase any
additional insurance for this property.
The estimated cost of the lease for the remainder ofFY 07-08 is $20,000 ($5,000 security deposit
+ $10,000 May & June Lease + $568 association fees + $4,432 estimated utility costs). For FY
08-09 the City will need to budget a total of$ $70,000 ($60,000 lease payments + $ 3,400
association Fees + $6,600 estimated utility costs). A budget amendment is needed to appropriate
Fire Development Impact Fee Funds for FY 07-08 costs.
FINANCIAL IMPACT:
The cost of the lease will be $60,000.00 for the first year plus utility services and the same cost if
the lease is extended an additional year, which will be paid out of the Fire's Development Impact
Fee Fund, which has an estimated available balance of $398,600. Additionally the association
14 e f /o.ce n'7e,11
;1)0 . I~ P~~5
LJ-7'''''0
Page 2 of3
Staff Report- Continued
fees of$284.00 per month ($3,408.00 annually) and the $5,000 security deposit will also need to
be paid from this fund.
RECOMMENDA nON:
I. Authorize the Director of Finance to amend the FY 07-08 budget by appropriating $20,000
from Fire Development Impact Fee Funds to account number 262-482-5502.
2. Adopt resolution.
Page 3 00
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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 OF SAN BERNARDINO AND ED AND JOYCE SEIDNER AND
JAMES W. REDFERN 2002 FAMILY TRUST, FOR PROPERTY LOCATED AT 225 W.
ORANGE SHOW LANE, IN SAN BERNARDINO.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. The City Manager of the City of San Bernardino is hereby authorized and
directed to execute on behalf of the City, a Lease Agreement with Ed and Joyce Seidner and James
W. Redfern 2002 Family Trust, relating to certain real property at 225 W. Orange Show Lane, San
Bernardino, CA. A copy of the Lease Agreement is attached as Exhibit "1" and incorporated herein
by reference.
SECTION 2. Authorization to execute the Lease Agreement is rescinded if the parties fail
to execute it within 60 days of the passage ofthis Resolution.
/1/
No.1L\
D4 - j) 1- (';'6
04/17108
1
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO
1 AUTHORIZING THE EXECUTION OF A LEASE AGREEMENT BETWEEN THE CITY OF SAN
BERNARDINO AND ED AND JOYCE SEIDNER AND JAMES W. REDFERN 2002 FAMILY TRUST, FOR
2 PROPERTY LOCATED AT 225 W. ORANGE SHOW LANE, IN SAN BERNARDINO.
3
4 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and
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Common Council of the City of San Bernardino at a
meeting thereof
held on the
,20_, by the following vote, to wit:
day of
Council Members: A YES
NAYS
ABSTAIN ABSENT
ESTRADA
BAXTER
BRINKER
DERRY
KELLEY
JOHNSON
MCCAMMACK
City Clerk
The foregoing resolution is hereby approved this
day of
,20_
PATRICKJ. MORRIS, Mayor
City of San Bernardino
Approved as to Form:
By: ~~ ;I~
JAMES F. NMAN, City Attorney
04/17/08
2
AIR COMMERCIAL REAL ESTATE ASSOCIATION
STANDARD INDUSTRIAUCOMMERCIAL SINGLE-TENANT LEASE -- GROSS
(DO NOT USE THIS FORM FOR MULTI-TENANT BUilDINGS)
,. Basic Provisions ("Basic Provisions").
1.1 Parties: This Lease ("Lease"), dated for reference purposes only Apr ill 7 th, 2008
is made by and between Ed and Joyce Seidner and James W. Redfern 2002 Family Trust
("lessor")
and The City of San Bernardino
("Lessee"),
(collectively the "Partie.," or individually a "Party")
1.2 Premls..: That certain real property, induding all improvements therein or to be provided by lessor under the terms of this Lease,
and commonly known as 225 Oranqe Show Lane, San Bernardino
located in the County of San Bernardino ,Slale of ,9alifornia
and generally described as (describe briefly the nature of the property and, if applicable, the "Projecf', if the property is located within a Project)
a freestandinq industrial buildinq of appx 10,476 sf
1.3 Tenn: 1 years and 0
("Commencement Date") and ending April 31st, 2009
(See also Paragraph 3)
1.4 EarlYP0S5esslon:Not Applicable
(See also Paragraphs 3.2 and 3.3)
1.5 Base Rent: $5,000.00
("Premises").
months ("Orlglnal Tenn") commencing Ma y 1 s t,
(See also Paragraph 2)
2008
("Expiration Date").
("Early Possession Date").
per month ("Base Rent"), payable on the 1st
2008
day of each month commencing Ma y 1 s t,
(See also Paragraph 4)
o If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted.
1.6 Base Rent and Other Monies Paid Upon Execution:
(a) Base Rent: $5,000.00 fortheperiodMay 2008
(')
(0)
(d)
Security Deposit: $5, 000 . 00
Association Fees: $284 . 00
Other: $0 . 00
("Security Deposif'). (See also Paragraph 5)
fortheperiodMay 2008 (pays for qardeninq)
forNA
(e) Towl Due Upon Execution of this Lease: $10, 000 . 00
1.7 Agreed Use: Vehicle Storaqe, Maintenance and Minor Repair for City
Bernardino Fire Dept.
1.8 Insuring Party: Lessor is the "Insuring Party" The annual "Base Premium" is $1, 500 . 00
1,9 Real Estate BAlke..: (8ee alee ParagFSflh 16)
(a) Rep..seAtatleA. ne falla iAg reel eslate Imhef6 (Ihe "BreI18N") aA~ I3rellerage relalieAst:Jifls ellisl iA lhiallaAsaslieR (ooeslrl
apflliaal3ial3slIes):
B
B
B
of San
(See also Paragraph 6)
(See also Paragraph 8)
rellRlSllRlsleSGllr eXGluGi''llly ("61..1lr'5 IilFvk8r");
ral3r~aaRte lessee Sl slid' sl} ("LUI18'1 8nhBF"); er
represeRtslie#llessaraAlllesne ("Uwll AgeRSY").
(11) PaymsAllo BrokeN. \.IlleR eHsswtieR aAll ~eli ef) of tRis Lease B>, Beth Parties, lsssar sRallpaj te IRe BrallBrlhe fee agAlellte
iR tReir separale 'JitteR agreemeRI (or if IRere is Ra swsh agreemeAI. the sum of
lirekeRlge seF'~Ges reR~BrB~ 13~ the BllIkers.
or
"aftRe-letal-8a&e.F1sAI)Jertt:Je
1.19 ewar'A.SF. Tt:Je eliligaUeRs af the lessee wFl~er this leese are te be gwaraRlee~ Ii;
("Cw.lFantGr"). (gee alsa ParalJraph 37)
1.11 Attachments. Attached hereto are the following, all of ........ich constitute a part of this Lease:
(tJ an Addendum consisting of Paragraphs 51 through 52
B aplelfllaA~epiGliRglhePremisee;
B aeUrFSAtS8lefll:1sRI:II85aR~F1egl:liatisRs;
Ba'.'sFllleller;
B atl:1er(sfleeifj):
2. Premise..
2.1 Lettlng. LesSO( hereby 'eases to Lessee. and lessee hereby teases from Lessor, the Premises, for the term, althe rental, and
upon all of the tanns, covenants and conditions set forth in this Lease. Unless otherwise provided herein, any statement of size set forth in this Lease,
Of that may have been used In calculating Rent, is an approximation which the Parties agree is reasonable and any payments besed thereon are not
PAGE 1 OF 12
INITlALS
lNITlALS
@2001 . AIR COMMERCIAL REAL ESTATE ASSOCIATION
FORM STG-11-6J07E
EXHIBIT "1"
subject to revision whether or not the actual size is more or less. Note: Lessee Is advised to verify the actual size prior to executing this Lease.
2.2 Condition. Lessor shall deliver the Premises 10 Lessee broom clean and free of debris on the Commencement Date or Ihe Early
Possession Date, whichever first occurs ("Start Date"), and. so long as Ihe required service contracts described in Paragraph 7.1(b) below are
obtained by Lessee and in effect wilhin thirty days following the Start Date, warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating,
ventilating and air conditioning systems ("HVAC"), loading doors, sump pumps, if any, and all other such elements in the Premises, other than those
constructed by Lessee, shall be in good operating condition on said date and that the surface and structural elements of the roof, bearing walls and
foundation of any buildings on the Premises (the "Building") shall be free of material defects, and that the Unit does nol COfllain hazardous levels of
any mold or fungi defined as toxic under applicable state or federal law. If a non-compliance IoYith said warranty exists as of the Start Date, or if one of
such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor's sole obligation IoYith respect to
such maller, except as otherwise provided in this Lease, promptly after receipt of 'Mitten notice from Lessee setting forth with specificity the nature and
extent of such non-compliance, malfunction or failure, rectify same at Lessor's expense. The warranty periods shall be as follows: (i) 6 months as to the
HVAC systems, and (ii) 30 days as to the remaining systems and other elements of the Building. If Lessee does not give Lessor the required notice
IoYithin the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee's sole
cost and expense, except for the roof, foundations, and bearing walls wflich are handled as provided in paragraph 7.
2.3 Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises comply with the building codes,
applicable laws, covenants or restrictions of record, regulalions, and ordinances ("Appllcable Requirements") that were in effect at the time that each
improvement, or portion thereof, was constructed. Said warranty does not apply to the use to which Lessee IoYiIl 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 Alterations or Utility
Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee Is responsible for detennining whether or not the
Applicable Requirements, and especially the zoning, are appropriate for Lessee's intended use, and acknowledges that past uses of the
Premises may no longer be allowed, If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after
receipt of 'Mitten notice from Lessee selling forth with specificity the nature and extent of such non-compliance, rectify the same at Lessor's expense. If
Lessee does not give Lessor wrillen notice of a non-compliance IoYith this warranty within 6 months following the Start Date, correction of that
non-compliance shall be the obligation of Lessee at Lessee's sole cost and expense. 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 and/or Building, the remediation of any
Hazardous Substance, or the reinforcement or other physical modification of the Unit, Premises and/or Building ("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 IoYith uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however that if such
Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lessee may instead terminate
this Lease unless Lessor notifies Lessee, in 'Miting, within 10 days after receipt of Lessee's tennination notice that Lessor has elected to pay the
difference between the actual cost thereof and an amount equal to 6 months' Base Renl. 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 tennination 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, governmentally
mandated seismic modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, each month during the
remainder of the term of this Lease, on the date that on which the Base Rent is due, an amount equal to 144th of the portion of such costs reasonably
attributable to the Premises. Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, such Capital Expenditure
is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor
shall have the option to terminate this Lease upon gO days prior written notice to Lessee unless lessee notifies Lessor, in writing, IoYithin 10 days after
receipt of Lessor's termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its
share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent until Lessor's share of such costs
have been fully paid. If Lessee is unable to finance Lessor's share, 0( 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 tenninate this Lease upon 30 days wrillen 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 either: (i) immediately cease such
changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or (ii)
complete such Capital Expenditure at its own expense. Lessee shall not, however, have any right to terminate this lease.
2.4 Acknowledgements. Lessee acknowledges thaI: (a) it 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 IoYith Applicable Requirements and the Americans with Disabilities Ad), 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 same relate to its occupancy of
the Premises, and (C) neither Lessor, Lessor's agents, nor Brokers have made any oral or wrillen representations or warranties IoYith respect to said
matters other than as set forth in this Lease. In addition, Lessor acknowledges thaI: (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 OWnerfOccupant The warranties made by lessor in Paragraph 2 shall be of no force or effect if immediately
prior to the Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective
WO"'.
3. Term.
3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3.
3.2 Early Possession. If Lessee totally or parlially occupies the Premises prior to the Commencement Date, the obligation to pay
Base Rent shall be abated for the period of such early possession. All other terms of this Lease (including but not limited to the obligations to pay Real
Property Taxes and insurance premiums and to maintain the Premises) shall be in effect during such period. Any such early possession shall not affect
the Expiration Date.
3_3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises 10
Lessee 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 nOI, however, be obligated to pay 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 COfltinue for a period equal to what Lessee would otherwise have enjoyed under the teons hereof, but minus any
days of delay caused by the acts or omissions of lessee. If possession is not delivered IoYithin 60 days after the Commencement Date, Lessee may, at
its option, by notice in writing IoYithin 10 days after tI1e 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 IoYithin said 10 day period, Lessee's right to cancel shall terminate. If
possession of the Premises is not delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements are
reached between Lessor and Lessee, in writing.
3.4 Lessee Compliance. Lessor shall not be required to deliver possession of the Premises to Lessee until Lessee complies with its
obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perfonn all of its
obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor's election to withhold possession
pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent IoYith the Starl Date,
the Start Dale shall occur but Lessor may elect to withhold possession until such conditions are satisfied.
4. Rent
4.1. Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are
deemed to be rent ("Rent").
4_2 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or
deduction (except as specifically permitted in this Lease), on or before the day on wIlich it is due. All monetary amounts shall be rounded to the nearest
whole dollar. In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated
to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one futl 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 'Miting. Acceptance of a payment which is less than the amount then due shatt not be a waiver of
Lessor's rights to tI1e balance of such Rent, regardless of Lessor's endorsement of any check so stating. In the event that any check, draft, or other
instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any Late
Charge and Lessor, at its option. may require all future payments to be made by Lessee to be by cashier's check. Payments will be applied first to
PAGE 2 OF 12
INITIALS
INITIALS
@2001 . AIR COMMERCIAL REAL ESTATE ASSOCIATION
FORM STG-11-6107E
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.
4.3 AssoclaUon Fees. In addition to the Base Rent, Lessee shall pay to Lessor each month an amount equal to any ownel's
association or condominium fees levied or assessed against the Premises. Said monies shall be paid at the same time and in the same manner as the
Base Rent.
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 already due Lessor, for Rents which will be due in the future, and! 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 Wlitten request therefor deposit monies with Lessor sufficient to restore said Security
Deposilto the full amount required by this Lease. If the Base Rent increases during the term of this Lease, Lessee shall, upon written request from
Lessor, deposit additional monies 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 Renl. Should the Agreed Use be amended to accommodate a material
change in the business of lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the
extent necessary, in Lessor's reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a resul! thereof. If a
change in control of Lessee occurs during this Lease and following such change the financial condition of Lessee is, in Lessor's reasonable judgment,
significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a
commercially reasonable level based on such change in financial condition. Lessor Shall not be required to keep the Security Deposit separate from its
general accounts. Within 90 days after the expiration or termination of this Lease, Lessor shall retum that portion of the Security Deposit not used or
applied by Lessor. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid
by Lessee under this Lease
6. Use.
6_1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable
thereto, and for no olher purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlavvful, creates damage, waste or a
nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Other than guide, signal and seeing eye dogs, Lessee
shall not keep or atlow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold or delay its consent to any
Wlitten request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the improvements on the Premises or
the mechanical or electrical systems therein, and/or is not significantly more burdensome to the Premises. If Lessor elects to withhold consent, Lessor
shall within 7 days after such request give written notification of same, which notice shall include an explanation of Lessor's objections to the change in
the Agreed Use
6_2 Hazardous Substances.
(a) Reportable Uses Require Consent The term "Hazardous 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, by-products 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 Wlillen 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 Vvtlich 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, 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 Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against
damage. contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of
protective modifications (such as concrete encasements) and/or increasing the Security Deposit.
(b) Duty to Infonn Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be
located in, on. under or about the Premises, other than as previously consented to by lessor, Lessee shall immediately give written notice of such fact
to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation Vvtlich it has concerning the presence of such Hazardous
Substance.
(c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or releaSed in, on, under, or
about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply with aU Applicable
Requirements and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup
of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially
contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this lease, by or for
Lessee, or any third party.
(d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor,
if any, hannless from and against any and all loss of rents and/or damages, liabilities, judgments, daims, expenses, penalties, and allomeys' and
consultants' fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided,
however, that Lessee shall have no liabilily under this Lease with respect to underground migration of any Hazardous Substance under the Premises
from adjacent properties not caused or contributed to by Lessee). Lessee's obligations shall include, but not be limited to, the effects of any
contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation,
restoration and/or abatement, and shall survive the expiration or termination of this Lease. No tennlnatlon, cancellation or release agreement
entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respeet to Hazardous Substances, unless
specifically so agreed by Lessor in writing at the time of such agreement
(e) lessor Indemnification. Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its
employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which result from
Hazardous Substances which existed on the Premises prior to Lessee's occupancy or which are caused by the gross negligence or willful misconduct
of lessor. its agents or employees. Lessor's obligations. as and Vvtlen required by the Applicable Requirements. shall include, but not be limited to. the
cost of investigation, removal, remediation, restoration and/or abatement, and shall sulVive the expiration or termination of this lease.
(f) Investigations and Remediations. lessor Shall retain the responsibility and pay for any investigations or remediation
measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to
Lessee's occupancy, unless such remediation measure is required as a result of lessee's use (including "Alterations", as defined in paragraph 7.3(a)
below) of the Premises, in Vvtlich event Lessee shalt be responsible for such payment. Lessee shall cooperate fully in any such activities at the request
of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to cany out Lessol's
investigative and remedial responsibilities.
(g) Lessor Tennination Option. If a Hazardous Substance Condition (see Paragraph 9.1 (e)) occurs during the term of this Lease,
unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable
Requirements and this Lease shall continue in full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor
may, at Lessor's option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at
Lessol's expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12
times the then monthly Base Rent or $100,000, Vvtlichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge
of the occurrence of such Hazardous Substance Condition, of Lessol'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 'Mitten notice to Lessor of Lessee's
commitment to pay the amount by Vvtlich 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, Vvtlichever 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 shalt 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 Lessor's notice of termination.
6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this lease, Lessee shall, at Lessee's
sole expense, fully, diligently and in a timely manner, materially compty with all Applicable Requirements, the requirements of any applicable fire
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insurance undelWliter or rating bureau, and the recommendations of Lessor's engineers and/or consultants which relate in any manner to the such
Requirements, without regard to whether such Requirements are now in effect or become effective after the Start Date. Lessee shall, within 10 days
after receipt of Lessor's written request, provide Lessor with copies of all pennits and other documents, and other infonnation evidencing Lessee's
compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (wilh copies of any
documents inwlved) 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. Likewise, Lessee shall immediately give written notice to Lessor of: (i) any water damage to the
Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (ii) any mustiness or other odors
that might indicate the presence of mold in the Premises.
6.4 Inspection; Compliance. Lessor and lessor's "Lender" (as defined in Paragraph 30) and consultants shall have the right to
enter into Premises at any time, in the case of an emergency. and otherwise at reasonable times after reasonable notice, for the purpose of inspecting
the condition of the Premises and for verifying compliance by Lessee with this lease. The cost of any such inspections shall be paid by Lessor, unless
a violation of Applicable Requirements, or a Hazardous Substance Condition (see paragraph 9.1) is found to exist or be imminent, or the inspection is
requested or ordered by a governmental aulhority. 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. In addition, Lessee shall provide copies of all relevant material safety data
sheets (MSDS) to lessor within 10 days of the receipt of a written request therefor.
7. Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations.
7.1 Lessee's Obllgations.
(a) In General. Subjecl to Ihe provisions of Paragraph 2.2 (Condition). 2.3 (Compliance), 6.3 (Lessee's Compliance with Applicable
Requirements), 7.2 (lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at lessee's sole expense, keep the
Premises, Utility Installations (intended for lessee's exclusive use, no matter where located), and Alterations in good order, condition and repair
(whether or not the portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to lessee, and
whether or not the need for such repairs occurs as a result of Lessee's use, any prior use, the elements or the age of such portion of the Premises).
including, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fire
protection system, fixtures, walls (interior and exterior), ceilings, floors, windows, doors, plate glass, skylights, landscaping, driveways, parking lots,
fences, retaining walls, signs, sidewalks and parkways located in, on, or adjacent to the Premises. Lessee is also responsible for keeping the roof and
roof drainage clean and free of debris. Lessor shall keep the sUlface and structural elements of the roof, foundations, and bearing walls in good repair
(see paragraph 7.2), Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices,
specifically including the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below. Lessee's obligations shall include
restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition
and state of repair. Lessee shall, during the term of this Lease, keep the exterior appearance of the Building in a first-class condition (including, e.g.
graffiti removal) consistent with the exterior appearance of other similar facilities of comparable age and size in the vicinity, including, when necessary,
the exterior repainting of the Building.
(b) Service Contracts. Lessee shall, at Lessee's sole expense, procure and maintain contracts, with copies to Lessor, in
customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and
improvements, if any, if and v.t1en installed on the Premises: (i) HVAC equipment, (il) boiler, and pressure vessels, (iii) fire extinguishing systems,
including fire alann and/or smoke detection, (iv) landscaping and irrigation systems, and (v) clarifiers. However, Lessor reserves the right, upon notice
to Lessee, to procure and maintain any or all of such service contracts, and lessee shall reimburse lessor, upon demand, for the cost thereof.
(c) Failure to Perfonn. If Lessee fails to perform Lessee's obligations under this Paragraph 7.1, Lessor may enter upon the
Premises after 10 days' prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perfonn such
obligations on Lessee's behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly pay to Lessor a sum equal to 115%
of the cost thereof.
(d) Replacement Subject to Lessee's indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee
of liability resulting from lessee's failure to exercise and perfonn good maintenance practices, if an item described in Paragraph 7.1(b) cannot be
repaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost
thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of this lease. on
the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is
one, and the denominator of which is 144 (ie. 1I144th of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its
obligation at anytime
7.2 Lessor's Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 9 (Damage or Destruction) and
14 (Condemnation), it is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and maintain the Premises,
or the equipment therein, all of which obligations are intended to be that of the lessee, except for the surface and structural elements of the roof,
foundations and bearing walls, the repair of which shall be the responsibility of Lessor upon receipt of written notice that such a repair is necessary. It is
the intention of the Parties that the tenns of this Lease govem the respective obligations of the Parties as to maintenance and repair of the Premises,
and they expressly waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this lease.
7.3 Utility Installations; Trade Fixtures; Alterations.
(a) Definitions. The term "Utility Installations" refers to all floor and window coverings, air and/or vacuum lines, power panels,
electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, plumbing, and fencing in or on
the Premises. The term "Trade Fixtures" shall mean lessee's machinery and equipment that can be removed without doing material damage to the
Premises. The term "Alterations" shall mean any modification of the improvements. other than Utility Installations or Trade Fixtures, whether by
addition or deletion. "Lessee Owned Alterations and/or Utility Installations" are defined as Alterations and/or Utility Installations made by Lessee
that are not yet ovvned by Lessor pursuant to Paragraph 7.4(a).
(b) Consent Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor's prior written consent.
Lessee may, however, make non-structural Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice
to lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof 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 a sum equal
to 3 month's Base Rent in the aggregate or a sum equal to one month's Base Rent in anyone year. Notwithstanding the foregoing, lessee shall not
make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor. lessor may, as a precondition to
granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Ally Alterations or Utility Installations that Lessee
shall desire to make and which require the consent of the Lessor shall be presented to lessor in written form with detailed plans. Consent shall be
deemed conditioned upon Lessee's: (i) acquiring ail applicable govemmental permits, (ii) furnishing Lessor with copies of both the pennits and the
plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said penn its and other Applicable Requirements
in a prompt and expeditious manner. Ally Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient
materials. Lessee shall promptly upon completion fumish Lessor with as-buill 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 materials furnished or alleged to have been furnished to or
for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against the Premises or any
interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any v.ork 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 any sudl lien, claim or demand, then lessee
shall, at its sole eJqJense defend and protect itself, lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that
may be rendered thereon before the enforcement thereof. If Lessor shall require, lessee shall fumish a surety bond in an amount equal to 150% of the
amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action,
Lessee shall pay lessor'S attorneys' fees and costs
7.4 Ownership; Removal; Surrender; and Restoration.
(a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all Alterations and Utility
Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the
owner of all or any specified part of the lessee Owned Alterations and Utility Installations. Unless otherwise instructed per paragraph 7.4(b) hereof, all
Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be
surrendered by Lessee with the Premises.
(b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the end of
the term of this Lease, lessor may require that any or all Lessee OWned Alterations or Utility Installations be removed by the expiration or tennination of
this Lease. Lessor may require the removal at any time of all or any part of any Lessee OWned Alterations Of Utility Installations made without the
required consent.
(c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any eartier termination date, with all of
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the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear
and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented by good maintenance
practice. Notwithstanding the foregoing, if this Lease is for 12 months or less, then Lessee shall surrender the Premises in the same condition as
delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation,
maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of
any storage tank installed by or for lessee. Lessee shall 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
Premises, or if applicable, Ihe Premises) even if such removal would require lessee to perfonn or pay for work that exceeds statutory requirements.
Trade Fixtures shall remain the property of Lessee and shall be removed by lessee. Any personal property of Lessee not removed on or before the
Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as
lessor may desire. 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 Payment of Premium Increases.
(a) Lessee shall pay to lessor any insurance cost increase ("Insurance Cost Increase") occurring during the term of this Lease.
Insurance Cost Increase is defined as any increase in the actual cost of the insurance required under Paragraph 8.2(b), 8.3(a) and 8.3(b) ("Required
Insurance"), over and above the Base Premium as hereinafter defined calculated on an annual basis. Insurance Cost Increase shall include but not be
limited to increases resulting from the nature of lessee's occupancy, any act or omission of lessee, requirements of the holder of mortgage or deed of
trust covering the Premises, increased valuation of the Premises and/or a premium rate increase. The parties are encouraged to fill in the Base
Premium in paragraph 1.8 wilh a reasonable premium for the Required Insurance based on the Agreed Use of the Premises. If the parties fail to insert
a dollar amount in Paragraph 1.8, then the Base Premium shall be the lowest annual premium reasonably obtainable for the Required Insurance as of
the commencement of the Original Tenn for the Agreed Use of the Premises. In no event, however, shall Lessee be responsible for any portion of the
increase in the premium cost attributable to liability insurance carried by Lessor under Paragraph 8.2(b) in excess of $2,000,000 per occurrence.
(b) Lessee shall pay any such Insurance Cost Increase to Lessor within 30 days alter receipt by lessee of a copy of the premium
statement or other reasonable evidence of the amount due. If the insurance policies maintained hereunder cover other property besides the Premises,
Lessor shall also deliver to Lessee a statement of the amount of such Insurance Cost Increase attributable only to the Premises showing in reasonable
detail the manner in which such amount was computed. Premiums for policy periods commencing prior to, or extending beyond the term of this Lease,
shall be prorated to correspond to the term of this Lease.
8.2 liability Insurance.
(a) Carried by lessee. Lessee shall obtain and keep in force a Commercial General liability policy of insurance protecting Lessee
and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership,
use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single
limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000. Lessee shall add lessor as
an additional insured by means of an endorsement at least as broad as the Insurance Service Organization's "Additional Insured-Managers or Lessors
of Premises" Endorsement. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include
coverage for liability assumed under this Lease as an "insured contracf' for the performance of Lessee's indemnity obligations under this Lease. The
limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an
endorsement on its liability policy(ies) which provides that its insurance shall be primary to and not contributory with any similar insurance carried by
Lessor, whose insurance shall be considered excess insurance only.
(b) Carrted 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. The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor, with
loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall be equal to
the full insurable replacement cost of the Premises, 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. If Lessor is the Insuring Party, however, lessee Owned Alterations and
Utility Installations, Trade Fixtures, and Lessee's personal property shall be insured by lessee under Paragraph 8.4 rather than by Lessor. 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 or included in the Base Premium), 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 shalt 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 adjusted U.S.
Department of labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance
coverage has a deductible clause, the deductible amount shall not exceed $1,000 per occurrence, and Lessee shall be liable for such deductible
amount in the event of an Insured loss.
(b) Rental Value. The Insuring Party shall obtain and keep in force a policy or policies in the name of lessor with loss payable to
lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days ("Rental Value
insurance"). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance dause, and the amount of coverage shall be
adjusted annually to reflect the projected Rent otherwise payable by lessee, for the next 12 month period. Lessee shall be liable for any deductible
amount in the event of such loss.
(c) Adjacent Premises. If the Premises are part of a larger building, or of a group of buildings owned by lessor which are adjacent
to the Premises, the lessee shall pay for any increase in the premiums for the property insurance of such building or buildings jf said increase is
caused by lessee's acts, omissions, use or occupancy of the Premises.
8.4 lessee's Property; Business Interruption Insurance.
(a) Property Damage. lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, Trade Fixtures,
and lessee OMled Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed
$1,000 per occurrence. The proceeds from any such insurance shall be used by lessee for the replacement of personal property, Trade Fixtures and
Lessee Owned Alterations and Utility Installations. Lessee shall provide Lessor with written evidence that such insurance is in force.
(b) Business Interruption. lessee shall obtain and maintain loss of income and 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 forms of coverage of insurance
specified herein are adequate to cover Lessee's property, business operations or obligations under this Lease.
8.5 Insurance Polictes. Insurance required herein shalt 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 A-, VI, as set forth in the most
current issue of "Besrs Insurance Guide", or such other rating as may be required by a lender. lessee shall not do or permit to be done anything
which invalidates the required insurance policies. Lessee shalt, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or
certificates evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except afler
30 days prior written notice to Lessor. Lessee shall, at least 10 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 policies shall be for a tenn of at least one year, or the length of the remaining tenn 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 10 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 tong as the insurance is not invalidated thereby.
8.7 Indemnity. Except for lessor's gross negligence or willful misconduct, lessee shall indemnify, protect, defend and hold harmless
the Premises, lessor and its agents, lessor's master or ground lessor, partllers and Lenders, from and against any and all claims, loss of rents and/or
damages, liens, judgments, penalties, attorneys' and consultants' fees, expenses and/or liabilities arising out of, involving, or in connection with, the use
and/or occupancy of the Premises by Lessee. If any action or proceeding is brought against lessor by reason of any of the foregoing matters, lessee
shall upon notice defend the same at LeSsee's expense by counsel reasonably satisfactory to Lessor and lessor shall cooperate with lessee in such
defense. lessor need not have first paid any such claim in order to be defended or indemnified.
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8.8 Exemption of lessor and Its Agents from liability. Notwithstanding the negligence or breach of this lease by lessor or its
agents, neither lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or goods, wares, merchandise or
other property of lessee, lessee's employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or
injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage.
obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said
injury or damage results from conditions arising upon the Premises or upon other portions of Ihe building of which the Premises are a part, or from other
sources or places, (ii) any damages arising from any acl or neglect of any other tenant of lessor or from the failure of lessor or its agents to enforce
the provisions of any other lease in the Project, or (iii) injury to lessee's business or for any loss of income or profiltherefrom. Instead, it is intended
Ihatlessee's sole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies) that lessee is required to maintain
pursuant to the provisions of paragraph 8.
8.9 Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required
herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely
difficult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required insurance and/or does not provide Lessor
with the required binders or certificates evidencing the existance of the required insurance, the Base Rent shall be automatically increased, without any
requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater. The parties agree that such
increase in Base Rent represents fair and reasonable compensation for the additional risk! costs that Lessor will incur by reason of Lessee's failure to
maintain the required insurance. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the
failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to
maintain the insurance specified in this Lease.
9. Damage or Destruction.
9.1 Definitions.
(a) "Premises Partial Damage" shall mean damage or destruction to the improvements on the Premises, other than Lessee
OMled Alterations and Utility Installations, which can reasonably be repaired in 6 months or less from the date of the damage or destruction. Lessor
shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.
Notwithstanding the foregoing, Premises Partial Damage shall not include damage to windows, doars, and/or other similar items which lessee has the
responsibility to repair or replace pursuant to the provisions of Paragraph 7.1,
(b) "Premises Total Destruction" shall mean damage or destruction to the Premises, other than Lessee OMled Alterations and
Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 6 months or less from the date of the damage or destruction. lessor
shall notify lessee in writing within 30 days from the dale 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 OMled 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 Cosf' 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 Lessor's
expense, repair such damage (but not Lessee's Trade Fixtures or lessee OMled Alterations and Utility Installations) as soon as reasonably possible
and this Lease shall continue in full force and effect; provided, hovvever, that Lessee shall, at Lessor's election, make the repair of any damage or
destruction the total cost to repair of which is $10,000 or less, and, in such evenl, lessor shall make any applicable insurance proceeds available to
Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are
not sufficient to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds (except as to the deductible which is Lessee's
responsibility) as and when required to complete said repairs. In the event, however, such shortage was due to the fact thaI, by reason of the unique
nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation
to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless lessee provides Lessor with the funds to
cover same, or adequate assurance thereof, 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 force and effect. If such funds or assurance are not received, lessor may nevertheless elect by
written notice to lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any
shortage in proceeds, in which case this Lease shall remain in full force and effect, or (11) 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 nood
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 eilher: (i) repair such damage as
soon as reasonably possible at lessor's expense, in which event this Lease shall continue in full force and effect, or (Ii) terminate this lease by giVing
written notice to lessee YMhin 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 10 make such repairs as soan 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 Destructlon. 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 Lessor's damages from Lessee, except as provided in Paragraph 8.6.
9.5 Damage Near End of Term. If al any lime during the last 6 months of this Lease there is damage for which the coslto 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 presel'\le this lease by,
(a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the
repairs on or before the earlier of (i) the date which is 10 days after Lessee's receipt of lessor's written notice purporting to terminate this lease, or (ii)
the day prior to the date upon which such option 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 shalt, at Lessor's commercially reasonable expense, repair such
damage as soon as reasonably possible and this Lease shall continue in full force and effect. If lessee fails to exercise such option and provide such
funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee's option shall be
extinguished.
9.6 Abatement of Rent; lessee's Remedies.
(a) Abatement In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for
which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such
damage shall be abated in proportion to the degree to which Lessee's use of the Premises is impaired, but not to exceed the proceeds received from
the Rental Value insurance. All other obligations of Lessee hereunder shall be pertormed 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 is obligated to repair or restore the Premises and does not commence, in a substantial and meaningful
way, such repair or restoration within 90 days after such obligation shall accrue, lessee may, at any time prior to the commencement of such repair or
restoration, give written notice to Lessor and to any lenders of which Lessee has actual notice, of Lessee's election to terminate this Lease on a date
not 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
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to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor.
10. Real Property Taxes.
10.1 Definition. As used herein, the term "Real Property Taxes" shall include any form of assessment; real estate, general, special,
ordinary or extraordinary. or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed
upon or levied against any legal or equitable interest of lessor in the Premises or the Project, lessor's right to other income therefrom, andfor Lessor's
business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Building address
and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the Premises are
located. Real Property Taxes shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events
occurring during the term of this Lease, including but not limited to, a change in the ownership of the Premises. and (ii) levied or assessed on
machinery or equipment provided by Lessor to Lessee pursuant to this lease.
10.2
(a) Payment of Taxes. Lessor shall pay the Real Property Taxes applicable to the Premises provided, however, that lessee shall
pay to lessor the amount, if any. by which Real Property Taxes applicable to the Premises increase over the fiscal tax year during which the
Commencement Date Occurs ("Tax Increase"). Payment of any sucl1 Tax Increase shall be made by Lessee to Lessor within 30 days after receipt of
Lessor's 'Millen statement selling forth the amount due and computation thereof. If any sucl1 taxes shall cover any period of time prior to or after the
expiration or termination of this Lease, Lessee's share of such taxes shall be prorated to cover only that portion of the tax bill applicable to the period
that this Lease is in effect. In the event lessee incurs a late charge on any Rent payment, Lessor may estimate the current Real Property Taxes, and
require that the Tax Increase be paid in advance to Lessor by lessee monthly in advance .,.,;th the payment of the Base Rent. Such monthly payment
shall be an amount equal to the amount of the estimated installment of the Tax Increase divided by the number of months remaining before the month
in which said installment becomes delinquent. When the actual amount of the applicable Tax Increase is known, the amount of such equal monthly
advance payments shall be adjusted as required to provide the funds needed to pay the applicable Tax Increase. If the amount collected by Lessor is
insufficient to pay the Tax Increase when due. lessee shall pay Lessor, upon demand, such additional sums as are necessary to pay such obligations.
Advance payments may be intermingled with other moneys of lessor and shall not bear interest. In the event of a Breach by Lessee in the
performance of its obligations under this Lease, then any such advance payments may be treated by lessor as an additional Security Deposit.
(b) Additional Improvements. Notwithstanding anything to the contrary in this Paragraph 10.2, Lessee shall pay to lessor upon
demand therefor the entirety of any increase in Real Property Taxes assessed by reason of Alterations or Utility Installations placed upon the Premises
by lessee or at lessee's request or by reason of any alterations or improvements to the Premises made by Lessor subsequent to the execution of this
lease by the Parties.
10.3 Joint Assessment If the Premises are not separately assessed. lessee's liability shall be an equitable proportion of the Tax
Increase for all of the land and improvements included within the tax parcel assessed, such proportion to be conclusively determined by Lessor from the
respective valuations assigned in the assessor's work sheets or such other information as may be reasonably available.
10.4 Personal Property Taxes. Lessee shall pay, prior to delinquency, all taxes assessed against and levied upon lessee Owned
Alterations, Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of lessee. When possible, Lessee shall cause its
Lessee Owned Alterations and Utility Installations. Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed
separately from the real property of Lessor. If any of Lessee's said property shall be assessed with lessor's real property, lessee shall pay lessor the
taxes allributable to lessee's property .,.,;thin 10 days after receipt of a 'Millen statement selling forth the taxes applicable to lessee's property.
11. Utilities and Services. Lessee shall pay for all water, gas, heat, light, power, telephone. trash disposal and other utilities and services
supplied to the Premises, together with any taxes thereon. If any such services are not separately metered or billed to lessee, lessee shall pay a
reasonable proportion, to be determined by lessor, of aU charges jointly metered or billed. There shall be no abatement of rent and Lessor shall not be
liable in any respect whatsoever for the inadequacy. stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute,
breakdown, accident, repair or other cause beyond lessor's reasonable control or in cooperation with governmental request or directions.
12. Assignment and Subletting.
12.1 Lessor's Consent Required.
(a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or
assignment") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior 'Millen consent.
(b) Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange. a change in the control of Lessee
shall constitute an assignment requiring consent The transfer, on a cumulative basis. of 25% or more of the voting control of Lessee shall constitute a
change in control for this purpose.
(c) The involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition,
financing, transfer, leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee's assets occurs.
which results or will result in a reduction of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as it was represented at the
time of the execution of this Lease or at the time of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said
transaction or transactions constituting such reduction, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor
may withhold its consent "Net Worth of Lessee" shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted
accounting principles.
(d) An assignment or subletting without consent shall, at Lessor's option. be a Default curable after notice per Paragraph 13.1 (c). or
a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a
non curable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days 'Millen 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 (if) all fixed and non-fixed rental adjustments scheduled
during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent.
(e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages andfor injunctive relief.
(f) Lessor may reasonably .,.,;thhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is
requested.
(g) Notwithstanding the foregoing, allo.,.,;ng a de minimis portion of the Premises. ie. 20 square feet or less, to be used by a third
party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.
12.2 Tenns and Conditions Applicable to Assignment and Subletting.
(a) Regardless of Lessor's consent, no assignment or subletting shall: (i) be effective without the express 'Mitten assumption by
such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release lessee of any obligations hereunder, or (iii) alter the primary
liability of lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee.
(b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or
disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall
constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach.
(c) Lessor's consent to any assIgnment or subletting Shall not constitute a consent to any subsequent assignment or sublelling
(d) In the event of any Default or Breach by Lessee. lessor may proceed direclly against Lessee, any Guarantors or anyone else
responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's
remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor.
(e) Each request for consent to an assignment or subletting shall be in 'Miting, accompanied by information relevant to Lessor's
determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to
the intended use andfor required modification of the Premises, if any, together .,.,;th a fee of $500 as consideration for Lessor's considering and
processing said request. Lessee agrees to provide Lessor with such other or additional information andfor documentation as may be reasonably
requested. (See also Paragraph 36)
(f) f:vly assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering into such sublease. or
entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every
term, covenant, condItion and obligation herein to be observed or perfOfllled 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 Yotlich Lessor has specifically consented to in 'Miting.
(g) Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the
original lessee by this Lease unless such transfer is specifically consented to by lessor in 'Miling. (See Paragraph 39.2)
12.3 Additional Tenns and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by
Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:
(a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on any sublease, and Lessor may
collec! 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. In the event that the amount collected by Lessor exceeds Lessee's then outstanding obligations
any such excess shall be refunded to Lessee. Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the
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collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligations to such
sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach
exists in the performance of Lessee's obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee
shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists,
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 Vllilhin the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and
against Lessee for any such Defaults cured by the sublessee.
13. Default; Breach; Remedies.
13.1 Default; Breach, A "Defaulr' is defined as a failure by the Lessee to comply with or perform any of the terms, covenants,
conditions or Rules and Regulations under this Lease. A "Breach" is defined as the occurrence of one or more of the following Defaults, and the
failure of Lessee to cure such Default within any applicable grace period:
(a) The abandonment of the Premises: or the vacating of the Premises without providing a commercially reasonable level of
security, or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable
assurances to minimize potential vandalism.
(b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether
to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfitl any obligation under this Lease which
endangers or threatens life or property, where such failure continues for a period of 3 business days following written notice to Lessee. THE
ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF
LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES.
(c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts
constituting public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for a period of 3 business days
following written notice to Lessee.
(d) 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 or financial statements, (v) a requested
subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 42, (viii) material safety data
sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where
any such failure continues for a period of 10 days following written notice to Lessee.
(e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph
40 hereof, other than those described in subparagraphs 13.1(a), (b), (c) or (d), 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.
(f) 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 "debtor" as defined in 11 U.S.C. 9101 or any successor statute thereto (unless, in the case of a petition filed against Lessee,
the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's 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 altadlment, 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 disdlarged
within 30 days: provided, however, in the event that any provision of this subparagraph (e) is contrary to any applicable law, sudl provision shall be of
no force or effect, and not affect the validity of the remaining provisions.
(g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false.
(h) 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 refusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty obligation on an anticipatory
basis, and Lessee's failure, within 60 days following written notice of any such event, to provide written alternative assurance or security, which, when
coupled with the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at
the time of execution of this Lease.
13.2 Remedies, If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of an
emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including but not limited to the obtaining of
reasonably required bonds. insurance policies, or govemmentallicenses, permits or approvals. Lessee shall pay to Lessor an amount equal to 115% of
the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may, with or
without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:
(a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and
Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had
been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which woutd have been earned after
termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at
the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that
the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by
the t.essee'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 attomeys' fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of
this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by
discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award
plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of this t.ease shall not waive Lessor's right to recover damages
under Paragraph 12. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, lessor shall have the right to recover
in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a
separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit
given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace
period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the
greater of the two such grace periods shall constitute both an 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 t.essee may
sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the
Lessor's interests, shall not constitute a termination of the lessee's right to possession.
(c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are
located. The 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, aU of v.f1ich 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 this Lease and of no
further force or effect, and any renl. other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an
inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The
acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the
provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance.
13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not
contemplated by this Lease, the exact amount of which ~II be extremely difficult to ascertain. Such costs include, but are not limited to, processing and
accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor
within 5 days after sudl amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one-time
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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 and remedies
granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then
notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor's option, become due and payable quarterty in advance.
13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due as to
scheduled payments (such as Base Rent) or within 30 days following the date on which it was due for non-scheduled payment, Shall bear interest from
the dale when due, as to scheduled payments, or the 31 st day after it was due as to non-scheduled 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 to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after
receipt by lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying
wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such that more than 30 days
are 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 diligently pursue it to completion, then Lessee may elect to cure said breach
at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure, provided however, that such offset shall not exceed an
amount equal to the greater of one month's Base Rent or the Security Deposit, reserving Lessee's right to seek reimbursement from Lessor for any
such expense in excess of such offset. Lessee shall document the cost of said cure and supply said documentation to Lessor.
14. Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise
of said power (collectively "Condemnation"), this Lease shall terminate as to the part taken as of the date the condemning authorily takes title or
possession, whichever first occurs. If more than 10% of the Building, or more than 25% of that portion of the Premises not occupied by any building, is
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 shall have taken possession) terminate this Lease as of the
date the condemning authorily takes such possession. If Lessee does not terminate this Lease in accordance wth the foregoing, this Lease shall
remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in
utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award
shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that
Lessee shall be entitled to any compensation paid by the condemnor for Lessee's relocation expenses, loss of business goodwill and/or Trade Fixtures,
without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to
the Premises by lessee, for purposes of Condemnation only, shall be conSidered the property of the lessee and lessee shall be entitled to any and all
compensation which is payable therefor. In the event that this tease is not terminated by reason of the Condemnation, Lessor shalf repair any damage
to the Premises caused by such Condemnation.
15. Brokerage Fees.
15.1 Additional Commission. In addition to the payments owed pursuant to Paragraph 1.9 above, and unless Lessor and the Brokers
otherwise agree in writing, lessor agrees that: (a) if Lessee exercises any Option, (b) if lessee or anyone affiliated with Lessee acquires any rights to
the Premises or other premises owned by Lessor and located within the same Project, if any, within which the Premises is located, (c) if lessee
remains in possession of the Premises, with the consent of lessor, after the expiration of this lease, or (d) if Base Rent is increased, whether by
agreement or operation of an escalation clause herein, then, lessor shall pay Brokers a fee in accordance with the schedule of the Brokers in effect at
the time of the execution of this Lease.
15.2 Assumption of Obligations. Any buyer or transferee of Lessor's interest in this Lease shall be deemed to have assumed Lessor's
obligation hereunder. Brokers Shall be third party beneficiaries of the provisions of Paragraphs 1.9, 15, 22 and 31. If Lessor fails to pay to Brokers any
amounts due as and for brokerage fees pertaining to this Lease when due, then such amounts Shall accrue Interest. In addition, if Lessor fails to pay
any amounts to Lessee's Broker when due, lessee's Broker may send written notice to Lessor and lessee of such failure and if Lessor fails to pay
such amounts within 10 days after said notice, Lessee shall pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee's
Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor's Broker for the
limited purpose of collecting any brokerage fee owed.
15.3 Representations and Indemnities of Broker Relationships. Lessee and lessor each represent and warrant to the other that it
has had no dealings with any person, firm, broker or finder (other than the Brokers, if any) in connection with this Lease, and that no one other than said
named Brokers is entitled to any commission or finder's fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect,
defend and hold the other harmless from and against liability for compensation or charges which may be daimed by any such unnamed broker, finder
or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys' fees reasonably incurred
with respect thereto.
16. EstoppelCerUflcates.
(a) Each Party (as "Responding Party") shall within 10 days after written notice from the other Party (the "Requesting Party")
execute, acknowledge and deliver to the Requesting Party a statement in writing in fonn similar to the then most current "Estoppel Certificate" form
published by the AIR Commercial 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 deliver the Estoppel Certificate within such 10 day period, the Requesting Party
may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may be represented by the
Requesting Party, (ii) there are no uncured defauns in the Requesting Party's performance, and (iii) if Lessor is the Requesting Party, not more than one
month's rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppel Certificate, and the
Responding Party shall be estopped from denying the truth of the facts contained in said Certificate.
(c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 10 days
after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably
required by such lender or purchaser, induding 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 Lessor's title or interest in the Premises or this
Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. 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 pefformed by the tessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be
performed by the lessor shall be binding only upon the Lessor as hereinabove defined.
18. Severability. The invalidity of any provision of this lease, as determined by a court of competent jurisdiction, shall in no way affect the
validity of any other provision hereof.
19. Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall mean and refer to calendar days.
20. Limitation on liability. The obligations of Lessor under this lease shall not constitute personal obligations of Lessor or its partners,
members, directors, officers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the satisfaction of any liability
of Lessor with respect to this Lease, and shall not seek recourse against lessor's partners, members, directors, officers or shareholders, or any of their
personal assets for such satisfaction.
21. TIme of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under
this Lease.
22. No Prior or other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with resped to any matter
mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. lessor and Lessee each represents and
warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility
of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or
with respect to any default or breach hereof by either Party.
23. Notices.
23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in
person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by
facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a
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Party's signature on this Lease shall be that Party's address for delivef'y or mailing of notices. Either Party may by written notice to the other specify a
different address for notice, except that upon Lessee's taking possession of the Premises, the Premises shall constitute Lessee's address for notice. A
copy of all notices to Lessor shall be concurrently transmilled to such party or parties at such addresses as Lessor may from time to time hereafter
designate in writing.
23.2 Date of Notice. Arly notice sent by registered or certified mail, return receipt requested, Shall be deemed given on the date of
delivef'y shown on the receipt card, or if no delivef'y date is shown, the postmal1< thereon. If sent by regular mail the notice shall be deemed given 72
hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight
courier that guarantee next day delivef'y shall be deemed given 24 hours after delivef'y of the same to the Postal Service or courier. Notices transmitted
by facsimile transmission or similar means shall be deemed delivered upon telephone confirmation of receipt (confirmation report from fax machine is
sufficient), provided a copy is also delivered via delivef'y or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed
received on the next business day.
24. Waivers.
(a) No waiver by lessor of the Default or Breach of any term, covenant or condition hereof by lessee, shall be deemed a
waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by lessee of the same or of any other term, covenant or
condition hereof. lessor's consent to, or approval of, any act shall not be deemed to render unnecessaf'y the obtaining of Lessor's consent to, or
approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease
requiring such consent.
(b) The acceplance of Rent by Lessor shall not be a waiver of any Default or Breach by lessee. Arly payment by Lessee
may be accepted by Lessor on account of moneys or damages due lessor, nolwithslanding any qualifying statements or conditions made by lessee in
connection therewith, which such statements and/or 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
(c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS
RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH
STATUTE IS INCONSISTENT WITH THIS LEASE.
25. Disclosures Regarding The Nature of a Real Estate Agency Relationship.
(a) When entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should
from the outset understand wtlat type of agency relationship or represenlation it has with the agent or agents in the transaction. Lessor and Lessee
acknowledge being advised by the Brokers in this transaction, as follows:
(i) lessor's Acent A Lessor's agent under a listing agreement YoIith the lessor acts as the agent for the lessor
only. A Lessor's agent or subagent has the following affirmative obligations: To the I essor: A fiduciaf'y duty of utmost care, integrity, honesty, and
loyalty in dealings with the Lessor. To the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in performance of the agenfs
duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability
of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party
any confidential information obtained from the other Party which does not involve the affirmative duties set forth above.
(ii) Lessee's Anent. ArI agent can agree to act as agent for the Lessee only. In these situations, the agent is not
the Lessor's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor. An agent
acting only for a Lessee has the following affirmative obligations. To the Lessee: A fiduciaf'y duty of utmost care, integrity, honesty, and loyalty in
dealings with the Lessee. To the lessee and the Lessor: a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A
duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the
property that are not known to, or within the diligent attention and observation of, the Parties. ArI agent is not obligated to reveal to either Party any
confidential information obtained from the other Party wtlich does not involve the affirmative duties set forth above.
(iii) Acent Reoresentina Both Lessor and I essee. A real estate agent, either acting directly or through one or more
associate licenses. can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the kno~edge and consent of both the
Lessor and the Lessee. In a dual agency situation, the agent has the following affirmative obligations to both the Lessor and the Lessee: a. A fiduciaf'y
duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee. b. Other duties to the Lessor and the Lessee as
stated above in subparagraphs (i) or (ii). In representing both Lessor and Lessee, the agent may not without the express permission of the respective
Party, disclose to the other Party that the lessor will accept rent in an amount less than that indicated in the listing or that the Lessee is willing to pay a
higher rent than that offered. The above duties of the agent in a real estate transaction do not relieve a Lessor or lessee from the responsibility to
protect their own interests. Lessor and lessee should carefully read all agreements to assure that they adequately express their understanding of the
transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional.
(b) Brokers have no responsibility with respect to any default or breach hereof by either Party. The Parties agree that no
lawsuit or other legal proceeding involving any breach of duty, error or omission relating to this lease may be brought against Broker more than one
year after the Start Date and that the liability (including court costs and allomeys' fees), of any Broker YoIith respect to any such lawsuit and/or legal
proceeding shall not exceed the fee received by such Broker pursuant to this lease; provided, however, that the foregoing limitation on each Broker's
liability shall not be applicable to any gross negligence or willful misconduct of such Broker.
(c) Lessor and Lessee agree to identify to Brokers as "Confidential" any communication or information given Brokers that is
considered by such Party to be confidential.
26. No Right To Holdover. lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of
this Lease. In the event that Lessee holds over, then the Base Rent shalt 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, wtlerever possible, be cumulative with all
other remedies at law or in equity.
26. 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. lNhenever reqUired by the context, the singular shall include the plural and vice versa. This Lease Shall not be construed as if
prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.
29. Binding Effect; Choice of Law. This Lease shall be binding upon the Parties, their personal representatives, successors and assigns and
be governed by the laws of the State in which the Premises are located. Arly litigation between the Parties hereto conceming this Lease shall be
initiated in the county in which the Premises are located.
30. Subordination; Attornment; Non-Disturbance.
30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed
of trust, or other hypothecation or security device (collectively, "Security Device"), now or hereafter placed upon the Premises, to any and all advances
made on the security thereof, and to all renewals, modifications, and extensions thereof. lessee agrees that the holders of any such Security Devices
(in this Lease together referred to as "Lender") shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Arly
Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to
lessee, wtlereupon 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 Attomment. In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure
or termination of a Security Devise to which this lease is subordinated (i) lessee shall, subject to the non-disturbance provisions of Paragraph 30.3,
attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for
the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between lessee and such new
owner, and (ii) lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume ail of Lessor's obligations,
except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of
ownership; (b) be subjed to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one
month's rent, or (d) be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner.
30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor after the execution of this Lease, lessee's
subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a "Non-Disturbance Agreemenf')
from the lender which Non-Disturbance Agreement provides that Lessee's possession of the Premises, and this Lease, inclUding any options to extend
the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises, Further, within 60
days after the execution of this Lease, lessor shall, if requested by Lessee, use its commercially reasonable efforts to obtain a Non-Disturbance
Agreement from the holder of any pre-existing Security Device wtlich is secured by the Premises, In the event that Lessor is unable to provide the
Non-Disturbance Agreement within said 60 days, then Lessee may, at lessee's option, directly contact lender and attempt to negotiate for the
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execution and delivery of a Non-Disturbance Agreement.
30.4 Self-Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents;
provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and
Lessor shall execute such further writings as may be reasonably required to separately document any subordination, allomment and/or
Non-Disturbance Agreement provided for herein.
31. Attorneys' Fees. If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equily, or
to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable
attorneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to
decision or judgment. The term, "Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief
sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its daim or defense
The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees
reasonably incurred. In addition, Lessor shall be entitled to attorneys' fees, costs and expenses incurred in the preparation and serVice of notices of
Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Defautt or resulting
Breach ($200 is a reasonable minimum per occurrence for such services and consullation).
32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter the Premises at any time, in the
case of an emergency, and otherwise at reasonable limes after reasonable prior notice for the purpose of showing the same to prospective purchasers,
lenders, or tenants, and making such alterations, repairs. improvements or additions to the Premises as Lessor may deem necessary or desirable and
the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material
adverse effect to Lessee's use of the Premises. All such activities shall be without abatement of rent or liability to Lessee.
33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's prior wrillen consent.
Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction.
34. Signs. Lessor may place on the Premises ordinary "For Sale" signs at any time and ordinary "For Lease~ signs during the last 6 months of
the term hereof. Except for ordinary ''for sublease" signs, Lessee shall not place any sign upon the Premises without Lessor's prior written consent. All
signs must comply with all Applicable Requirements.
35, Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the
mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser
estate in the Premises; provided, however, that Lessor may elect to continue anyone or all existing subtenancies. Lessor's failure within 10 days
following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have
such event constitute the termination of such interest.
36. Consents. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party,
such consent shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses (including but not limited to architects',
allomeys', 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 t.essee upon
receipt of an invoice and supporting documentation therefor. t.essor's consent to any act, assignment or sublelling shall not constitute an
ackno'o'olledgmentthat no Default or Breach by Lessee of this Lease exists, nor shaH such consent be deemed a waiver of any then existing Default or
Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular
condition to Lessor's consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then
reasonable with reference to the particular mailer 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.
37 Guarantor.
37.1 Execution. The Guarantors, if any, shall each execute a guaranty in the form most recently published by the AIR Commercial Real
Estate Association.
37.2 Default II shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the
execution of the guaranty, including the authority of the party signing on Guarantor's behalf to obligate Guarantor, and in the case of a corporate
Guarantor, a certified copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an
Estoppel Certificate, or (d) written confirmation that the guaranty is still in effect.
38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on
Lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term
hereof.
39. Options. If Lessee is granted an Option, as defined below, then the following provisions shall apply:
39.1 Definition. "Option" shall mean: (a) the right to extend or reduce the term of or renew this Lease or to extend or reduce the term
of or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other property
of Lessor; (c) the right to purchase, the right of first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor.
39.2 Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot
be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and, if
requested by Lessor, with t.essee certifying that Lessee has no intention of thereafter assigning or subletting.
39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be
exercised unless the prior Options have been validly exercised.
39.4 Effect of Default on Options.
(a) Lessee shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of Default and
continuing until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (iii)
during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate Default, whether or not
the Defaults are cured, during the 12 month period immediately preceding the exercise of the Option.
(b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee's inability to
exercise an Option because of the provisions of Paragraph 39.4(a)
(c) An Option shall terminate and be of no further force or effect, notwithstanding Lessee's due and timely exercise of the Option, if,
after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30
days after such Rent becomes due (without any necessity of Lessor to give notice thereof), or (ii) if Lessee commits a Breach of this Lease.
40. Multiple Buildings. If the Premises are a part of a group of buildings controlled by Lessor, Lessee agrees that it will abide by and conform to
all reasonable rules and regulations which Lessor may make from time to time for the management. safety, and care of said properties, including the
care and cleanliness of the grounds and including the par1ting, loading and unloading of vehicles, and to cause lis employees, suppliers, shippers,
customers, contractors and invitees to so abide and conform. Lessee also agrees to pay its fair share of common expenses incurred in connection with
such rules and regulations.
41. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or
other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of
the Premises. Lessee, its agents and invitees and their property from the acts of third parties.
42. Reservations. Lessor reserves to itself the right, from time to time, to grant, without the consent or joinder of Lessee, such easements,
rights and dedications that Lessor deems necessary, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights,
dedications, maps and restrictions do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents
reasonably requested by Lessor to effectuate any such easement rights, dedication, map or restrictions.
43. 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 protesr
and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of
such sum, If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be
entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid
"under protest" within 6 months shall be deemed to have waived its right to protest such payment.
44 Authority; Multiple Parties; Execution.
(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
PAGE 11 OF 12
INIT1ALS
@2001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION
INIT1ALS
FORM STG-11-6107E
document.
(c) This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument
45. Conflict Any conflict between the printed provisions of this Lease and typewritten or handVvTillen provisions shall be controlled by the
typeVvTiUenorhandwrillenprollisions.
46. 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 hereto.
47. Amendments. This Lease may be modified only in VvTiting, 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 nonnal financing or refinancing of the Premises.
48. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.
49. Mediatlon and Arbitration of Disputes. An Addendum requiring the Mediation and/or the Arbitration of disputes between the Parties and/or
Brokers arising out of this LeaseD is 0 Is not attached to this Lease.
50. Americans with Disabilities Act Since compliance with the Americans with Disabilities Act (ADA) is dependent upon Lessee's specific use
of the Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the
event that Lessee's use of the Premises requires modifications or additions to the Premises in order to be in ADA compliance, Lessee agrees to make
any such necessary modifications and/or additions at Lessee's expense
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND
BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE
THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE
INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.
ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY
BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH
IT RELATES. THE PARTIES ARE URGED TO:
1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.
2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATlON
SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES,
THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR
LESSEE'S INTENDED USE.
WARNING: IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO
BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES IS LOCATED.
The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures.
Executed at:
On:
Executed al:
On:
By LESSOR;
Ed and Joyce Seidner
James W. Redfern 2002 Family Trust
By LESSEE:
City of San Bernardino
By:
Name Printed: Fred Wilson
Tille: Ci t Y Manaqer
APproved~oFor by; LA /1- 11/_..
By:,( tl::J.~
Name Printed. Ja sF. Penman
Tille: City Attorney
Address:
By
Name Printed: Ed Seidner and Joyce Seidner
Tille:
By:
Name Printed: Jim Redfern
Title:
Address: c/o ERS Partners
231 W. Foothill, Glendora, CA 91741
Telephone: (626) 852-0452
Facsimile: (626) 852-2971
FederallD No.
Telephone:
Facsimile:
I
I_I
FederallD No.
SROKER:
SRQKER;
Atl:
HUe:
:\tl:
Tille:
^~~R1S6:
^~~rn6
Telepf:lsRe:(_1
Fass'mile:(
rederallD ~Je.
Telepf:leAe:( )
rassimile:( )
FederallQ ~Je.
NOTICE: These forms are often modified to meet changing requirements of law and Industry needs. Always write or call to make sure you
are utilizing the most current form: AIR Commercial Real Estate Association, 800 W 6th Street, Suite 800, Los Angeles, CA 90017.
Telephone No. (213) 68708777. Fax No.: (213) 687..a&16.
@Copyright2001 . By AIR Commercial Real Estate Association. All rights reserved.
No part of these worts may be reproduced in any form without permission in writing.
PAGE 12 OF 12
INITIALS
@2oo1 . AIR COMMERCIAL REAL ESTATE ASSOCIATION
-
INI11ALS
FORM STG-11-6107E
OPTION{S) TO EXTEND
STANDARD LEASE ADDENDUM
Dated
April 17th, 2008
By and Between (Lessor) Ed and Joyce Seidner and James W. Redfern 2002
Family Trust
By and Between (Lessee) City of San Bernardino
Address of Premises: 225 Oranqe Show Ln
San Bernardino, CA
paragraph~
A. OPTION(S) TO EXTEND:
Lessor hereby grants 10 lessee the option to extend the term of this Lease for 1 additional 12
month period(s) commencing when the prior term expires upon each and all of the following terms and conditions:
(i) In order to exercise an option to extend, Lessee must give written notice of such election 10 Lessor and Lessor must receive the same at
least 2 but not more than 6 months prior 10 the date that the option period would commence, time being of the essence. If proper
notification of the exercise of an option is not given and/or received, such option shall automatically expire. Options (if there are more than one) may
only be exercised consecutively.
(ii) The provisions of paragraph 39, induding those relating to Lessee's Default set forth in paragraph 39.4 of this lease. are conditions of
this Option.
(iii) Except for the provisions of this lease granting an option or options to extend the tenn, all of the tenns and conditions of this Lease
except Vllhere specifically modified by this option shall apply.
(iv) This Option is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only
while the original Lessee is in full possession of the Premises and without the intention of thereafter assigning or subletting.
(v) The monthly rent for each month of the option period shall be calculated as follows, using the method(s) indicated below:
(Check. Method(s) to be Used and Fill in Appropriately)
B-1 ~IISt af Li iAg Adj\lSU"AIIAt(S) (~Ol AI
a. OA (Fill 'A C9b,1' Sates):
the Base ReAt shall be s~l:lsted b~ tt:1e shaAlle. if aR), frem the Base tfeAlh sllesified bels ,iR the CaAsumer PAse IA~ell ef It:1e Bl:lfeay of Labsr
~tBlillHGII sftl1e ".~. SellaFtmeRt of LaBer fer (seleel BRe): B-CPI ,., (' 'maR "'alle Eameltl BRd GleA'i3al"'eAlers) er B CPI \J ('\II "maR CeRSllmem),
fer(rilliA"msRAea):
'\Illlems (11l9,'i! 11l1J1-1QQ),l1.ereiR refeR"edls as "CPI".
b T-he meRthl) reRtll~able iR assemaAse ith perallrelll1. A.I.a. ofll1.is 'ddemll:lm shall bll ealsl,llaleil a8fllllll "Ii: tl1a Base ReAl selfaFthiA
psrsgFaF'h 1.5 af the altashell lease, 6hall1:l8 mylliplied B) a ffaGtiaR the AllmeFaler af ilisl'1 GRell Be the CPI ef the seleRdar maRtt:1 a maflths pFiI?r to
'l1.a FI1aRlt:1(s) spe6ifiell iR peFallFallh A .I.a. eba a ~I:lFiAll tli6h the eEljllslmeRI is ts talle et=fe61, ami the EteRemiRalllr af t1isA sRal1 be the (PI ef the
saleRllar mSAtA iliah is 2 meRths IIAllr Ie (selesl sRe): 8 ths first mSRth sf the lerm af this lease as set feRh iR para!lFaph 1.:! ("Base MeRth") er B
(FittiAOtRer"Base t1eRth"): -
TRe sym se ealelllalell SRaIl sSAstill:lle It:1e Ae FI1aAtl1lj reRt RerellRller, l:ll:ll 'A AS S SAI, stlall aR) slleh Ae maRti'll) feAt l:ls less thaR the reAt lI~able
fertile mllRtJ:I iffiFR8l1iahll) IIresediAgthereRtaEljllstmeRI.
6. IRthe e eRltheSaFRllilatiaAaAd'srpl:ll:llisatiaRsftheCPlsllaIlBelraASfeR"sdts aA) sll'erlle.BmffieRlalllepaRmeAtsrbllfeallerageA6', er
sllall bs di6ssAtiAl:leil, IlleR 11'8 iRd8l1 mast RsaFt~ the same asll'e f:Plllllall BS Ilsed Is make sush -aal'ilUlaliIlR. IR IR8 B 'BRI Ihal Ills PaFlies BaAAsl
allreellR sllllllaltemati e iAilsl,lt:1eA the ffiattersl1.all lie slll:lmittesfsrilesisiIlRllltt1e AmeAeaR ^FIIitratiaR '\6sssiatisAiA aassrdaAse ithll1.ett1eR
RIles ef said ^sssllialieA aAlI the deeisiaA sf Ihe aFllilralsrs shelll:le l:liAdiAg IlpSR Ihe pa"'ies. 1=1=18 Emsl sf said ^mitf8tisR sllall l:le paid e!ll:lal~, l:l~ lI'a
--
B-II. Mullet ReR'a! \f.al\ls Adj\lStm8At(S) (MR'r)
a. 9R (rill iA tm" AEljuslmeAI gate(s))
the Base ReAt shell be a~l:ls1eilla Ihe "tfafll81 ReRtal 'lalye~ sflt:la prall 8Ft, as falla PS:
1) rallr ffisAtIlsllriarta aast:1 tfaFll81 ReRtal 'lallle A Eljl:lstffieRl gale Elessribed ebe 'e, tJ:Is PaFlies shall alteffillt Is agree "'PSA 'hal the Re
MRV ,~Il BS aR ths a~l:IslfReAI date. If agreemeRt saRRat bs reasheEl, .,oitt1iR thiFt) da;s, !hSR:
fa) b.essaraREI Lessee sAallimmsdiatel} aIlPs'Alamllluall) asssplable apllfBiserllrl:lrsllerleestablishlhsAe t1ffi'ilhiRIReRslEl:2Q
days. ^R) assseialedsssts ill be spliteqllallybst BBRll'1e PaFlies, sr
(B) BatllLesssr aAilLessee sllall Ba611. imffieiliatel, FI1slle a reassRal:lle iletermiRaliaA af tile t1R" BAa Sl:ll:lFl1it s...611 iletsR'FIiRaliaR, iA
PAGE 1 OF 2
INITlAlS
INITlAlS
@2000-AlRCOMMERCIAlREAlESTATEASSOCIATION
FORM OE-3-8JOOE
fitiRg, Ie aF!:l'tlafsR iR asssr~aRSS ;'Il tile fello ~R!l pro ..sieRS:
(i) lAQtlliR1!ida',sthofoaftef,LesseramtLasssesRalleael:1seleslaAOapflmiserorOllroller("COAS\lltIRt" eResheRe)eftheir
sReise te aet as aR aFl:li'mtor. Tile ~ 0 aFl:litmtors so aflJloiRlea shall immelliate!) selest a thiA:l m\llklall~ aesefl'allls ~sAs\lllaAt te ast as a lIlim
-
(ii) Tile J aftlitmteF6 sRall ;tl:1iR JQ days sf tRe apfleiAtmsAI af Ille Illird aAilitFatsr rBasll a lIesisieA as Ie mat tile aGtllal t1W' for
tile Premises is, aAd 1:IetJ:ler Lessar's sr Lesses's s\lBmitted 'irv' is the slssest Illerete. TIle desisieA ef a majaFi\1., 8f tAe aRlilFal8rs sllalllle lIiAlIiR!I
SA tile Parties. Tile slJBmitted ,tW' fliell is determiAed Ie lie Illa 81esest la 'l:1e aetlJal riW' sl:1all tllereafter be IJsed 1I~ tile Parties.
(iii) If eitller afllle PaFlies failsla apflaiRt aR aFl:litFBMH"itlliR Ills 6J1s!;ified 11i da',!;, till! aAilitlatsr time!} aflpeiAlea b~ eAe aftllem
sllallreaell a deeisieR 81'1 his 8'rI=l8(8 'fl. aAd said ll8'sisi8'RsllallbelliRlIiRg BAtlle Pamss.
(i) Tt:1eeAtira eastmslJsllaftJitmtieR sl:1alll3e flaidl3) IRapaFl', .mBseslJlImitteEl ttR"isRetseleGted,ie, the eAetilatis'JOTtRe
alssesttetheaetllalMRl'.
.:1) 'Jal1 ~tJ:lstaAdiAg tile foregeiAg, tl:1e Ae' "W' sllall Rat be 186S tllaA the feAt fl8)al3le fsr the mBAtl:1 immediatel, flresediAg tile reAt
adjlJstmeAt.
II. blflaAtheestalllisllmeRtafeaGIl'Je""1arketReAtal"allJe:
1) the Ae tm" 'ill beseme tile Ae' "Base ReAt" for the plJfjilese sf salekllatiR!l aR~ fuFtRe( '\djllstmeAts, aAa
2) tile firsl maAtll af eam ttaA<81 ReAtal 'talue telm GRail lIessme tile AS "Balle ffSA'Il" f6r the pllfjilalle af salslJlatiAg aA, fuFther
AdjklstmeRts.
li1 III. Fixed Rental Adjustment(slIFRA)
The Base Rent shall be increased 10 the following amounts on the dates set forth below:
On (Fill in FRA Adjustment Date(s)):
May 1, 2009 (Same Rent)
The New Base Rent shall be:
$5,000.00
B. NOTICE:
Unless specified othelWise herein, notice of any rental adjustments, other than Fixed Rental Adjustments, shall be made as specified in
paragraph 23 of the Lease.
C. 8ROKIiR'S: rlili:
The 8relll;rs Gllalllls "aill a BrekeFBge ree Klr eam adjllstmeAt sflesifieEl al3e"e in aGsePdanse itl=lpaFa8FBJlR 15 mtl1e lease.
NOTICE: These fenns are often modified to meet changing requIrements of law and industry needs. Always write or call to make sure you
are utilizing the most current tonn: AIR Commen:ial Real Estate Association, 800 W 6th Street, Suite 800, Los Angeles, CA 90017.
Telephone No. (213) 687-8777. Fax No.: (213) 687-8616.
PAGE 2 OF 2
INIT1ALS
INIT1AlS
@2000-AlRCOMMERCIALREALESTATEASSOCIATION
FORM OE-3-8/00E
ADDENDUM Paragraph 52
TO STANDARD INDUSTRIAL/COMMERCIAL
SINGLE-TENANT LEASE - Gross
DATED: Thursdav. Anril 17. 2008
PREMISES: 225 Orau.. Show Ln.. San Bernardino
BY AND BETWEEN: The City of San Bernardino ("Lessee")
& Ed and Jovce Seidner and James W. Redfern 2002 Familv Trust.("Lessor")
1. Lessee is a Self Insuring Entity and as such agrees to indemnify and hold harmless
Lessor(s) for any and all items that would otherwise be Insured through a
Commercially available insurance policy as set forth under Item(s) 8. ofthe Lease
Agreement.
AGREED AND ACCEPTED:
LESSOR:
LESSEE:
By:
By:
By:
By:
By:
AIR COMMERCIAL REAL ESTATE ASSOCIATION
STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE -- GROSS
(DO NOT USE THIS FORM FOR MULTI-TENANT BUilDINGS)
1. Basic Provisions ("Basic Provisions").
'.1 Parties: This lease ("leaso"), dated for reference purposes only April 17th, 2008
is made by and between Ed and Joyce Seidner and James W. Redfern 2002 Family Trust
("Lessor")
and The City of San Bernardino
("Lessee"),
(collectively the "Parties," or individually a "Party").
1.2 Premises: That certain real property, induding all improvements therein or to be provided by Lessor under the terms of this Lease,
and commonly known as 225 Oranqe Show Lane, San Bernardino
located in the County of San Bernardino ,State of California
and generally described as (describe briefly the nature of the property and, if applicable, the "Project", if the property is located within a Project)
a freestandinq industrial buildinq of appx 10,476 sf
1.3 Tenn: 1 years and 0
(~Commencement Date") and ending April 31st, 2009
(See also Paragraph 3)
1.4 Early Possession: Not Applicable
(See also Paragraphs 3.2 and 3.3)
1.5 Base Rent: $5,000.00
("Premises").
months ("Original Tenn") commencing May 1st,
(See also Paragraph 2)
2008
("Expiration Date").
("Early Possession Date").
per month ("Base Rent"), payable on the 1 s t
dayofeachmonthcommencingMav 1st, 2008
(See also Paragraph 4)
o If this box is checked. there are provisions in this Lease for the Base Rent 10 be adjusted.
1.6 Base Rent and Other Monies Paid Upon Execution:
(a) Base Rent: $5, 000.00 fortheperiodMav 2008
(0)
(0)
(d)
Security Deposit: $5, 000.00
Association Fees: $284.00
Other: $0.00
("Security Oeposif'). (See also Paragraph 5)
forlheperiodMav 2008 (pays for qardeninq)
for NA
(e) Total Due Upon Execution of this Lease: $1 0, 000 . 00
1.7 Agreed Use: Vehicle Storaqe, Maintenance and Minor Repair for City
Bernardino Fire Dept.
1.8 Insuring Party: Lessor is the "Insuring Party". The annual "Base Premium" is 51,500.00
1.9 Real Eskle Hreke,.: (SBe alse ParagraJlh Hi)
(a) Refll'eSBRtatieR: TRB felle ;ng real estate brakers (11:1e "Hrall!,.") aRa I::IrellBFaIlB relatisRfiRips ellist in this transastieR (shesl\
applisablebanes):
B
B
B
of San
(See also Paragraph 6)
(See also Paragraph 8)
rspFeseRlslesGerensh:lGi'9l:> ("b.nser'ti8Alku");
represents lessee BJlslusi el) ("lessee's Breker"); er
rBl'rsseRlsl3elA 196seraRaleS6ee ("Oual AgeRGy").
(b) PaJ'RleRl le Hrehe,.: blpeR sJlesl:llisR aAlI aeli ref', afthis lease b) belh Pafliies, lesser sl=lall pa, Ie tl:1e Brel1er the fee agreelJ te
iRtheirseparate 'fillenagreeFf1enl(arifll=lereiSRe susRagreeFRent, the slim af er
Bral,elage seAise6 reRaereall) the Brakers.
1.19 CuaraRter. TRe sblillaliaRseftlle lessee I:lRelerlhis Lease are tabe IIl1araRteell b,
q( sfttletetal 8ase nenl) fertRe
("ellnaR'e""). (~ee alee paragrapR 37)
1.11 Attachments. Attached hereto are the following, all of Vllhich constitute a part of this Lease:
li'J an Addendum consisting of Paragraphs 51 through 52
B a plllt plan llepietiRglJ:le Pre mill' all';
B a eUffentset aftlle R.ulesanel Regl:lIatieRs;
Ba'.~rklelter;
B etl:1er(spssifJ):
2. Premises.
2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term. al the rental. and
upon all of the terms, covenants and conditions set forth in this Lease. Unless otherwise provided herein, any statemenl of size set forth in this lease,
or that may have been used in calculating Rent, is an approximation Vllhich the Parties agree is reasonable and any payments based thereon are not
PAGE 1 OF 12
INITlALS
INITlALS
@2001 . AIR COMMERCIAL REAL ESTATE ASSOCIATION
FORM STG-11-6/07E
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 broom clean and free of debris on the Commencement Date or the Early
Possession Date, whichever first occurs ("Start Date"), and, so long as the required service contracts described in Paragraph 7.1(b) below are
obtained by lessee and in effect within thirty days following the Start Date, warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating,
ventilating and air conditioning systems ("HVAC"), loading doors, sump pumps, if any, and all other such elements in the Premises, other than those
constructed by lessee, shall be in good operating condition on said date and that the surface and structural elements of the roof, bearing walls and
foundation of any buildings on the Premises (the "Building") shall be free of material defects, and that the Unit does not contain hazardous levels of
any mold or fungi defined as toxic under applicable state or federal law. If a non-compliance with said warranty exists as of the Start Date, or if one of
such systems or elements should malfunction or fail within the appropriate warranty period, lessor shall, as Lessor's sole obligation with respect to
such maUer, except as othelWise provided in this lease, promptly after receipt of'M"iUen notice from lessee seUing forth with specificity the nature and
extent of such non-compliance, malfunction or failure, rectify same at lessor's expense. The warranty periods shall be as follows: (i) 6 months as to the
HVAC systems, and (ii) 30 days as to the remaining systems and other elements of the Building. If lessee does not give lessor the required notice
within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee's sole
cost and expense, except for the roof, foundations, and bearing walls which are handled as provided in paragraph 7.
2.3 Compliance. lessor warrants that to the best of its knowtedge the improvements on the Premises comply with the building codes,
applicable laws. covenants or restrictions of record, regulations, and ordinances ("AppliCable Requirements") that were in effect at the time that each
improvement, or portion thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises, modifications which
may be required by the Americans with Disabilities Act or any similar laws as a result of lessee's use (see Paragraph SO), or to any Alterations or Utility
Installations (as defined in Paragraph 7.3(a)) made or to be made by lessee. NOTE: Lessee is responsible for determining whether or not the
Applicable Requirements, and especially the zoning, are appropriate for Lessee's intended use, and acknowledges that past uses of the
Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after
receipt of wriUen notice from Lessee seUing forth with specificity the nature and extent of such non-compliance, rectify the same at Lessor's expense. If
lessee does not give lessor written notice of a non-compliance with this warranty within 6 months following the Start Date, correction of that
non-compliance shall be the obligation of lessee at lessee's sole cost and expense. 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 and/or Building, the remediation of any
Hazardous Substance, or the reinforcement or other physical modification of the Unit, Premises and/or Building ("Capital Expenditure"), lessor and
lessee shall allocate the cost of such wof1c:: 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 lease 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 an amount equal to 6 months' Base Rent. If lessee elects termination, lessee shall immediately cease
the use of the Premises which requires such Capital Expenditure and deliver to lessor wrillen 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, governmentally
mandated seismic modifications), then lessor shall pay for such Capital Expenditure and lessee shall only be obligated to pay, each month during the
remainder of the term of this lease, on the date that on which the Base Rent is due, an amount equal to 144th of the portion of such costs reasonably
allributable to the Premises. lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, such Capital Expenditure
is required during the last 2 years of this lease or if lessor reasonably determines that it is not economically feasible to pay its share thereof, lessor
shall have the option to terminate this lease upon 90 days prior written notice to lessee unless lessee notifies lessor, in writing, within 10 days after
receipt of lessor's termination notice that lessee will pay for such Capital Expenditure. If lessor does not elect to terminate, and fails to tender its
share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent until lessor's share of such costs
have been fully paid. If lessee is unable to finance lessor's share, or if the balance of the Rent due and payable for the remainder of this lease is nol
sufficient to fully reimburse lessee on an offset basis, lessee shall have the right to terminate this lease upon 30 days wrillen 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 either: (i) immediately cease such
changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or (ii)
complete such Capital Expenditure at its own expense. lessee shall not, however, have any right to terminate this lease.
2.4 Acknowledgements. lessee acknowledges thaI: (a) it 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, securily, environmental aspects, and
compliance with Applicable Requirements and the Americans with Disabilities Act), 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 same relate to its occupancy of
the Premises, and (c) neither lessor, lessor's agents, nor Brokers have made any oral or wrillen representations or warranties with respect to said
matters other than as set forth in this lease. In addition, lessor acknowledges thaI: (i) Brokers have made no representations, promises or warranties
conceming Lessee's ability to honor the lease or suitability to occupy the Premises, and (ii) it is lessor's sole responsibility to investigate Ihe financial
capability and/or suitability of all proposed tenants.
2.5 lessee as Prior Owner/Occupanl The warranties made by lessor in Paragraph 2 shall be of no force or effect if immediately
prior to the Start Date lessee was the owner or occupant of the Premises. In such event, lessee shall be responsible for any necessary corrective
"",<1<.
3. Term.
3.1 Tenn. The Commencement Date, Expiration Date and Original Term of this lease are as specified in Paragraph 1.3.
3.2 Eariy 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 early possession. All other terms of this lease (including but not limited to the obligations to pay Real
Property Taxes and insurance premiums and to maintain the Premises) shall be in effect during such period. Any such earty possession shall not affect
the Expiration Date.
3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to
lessee 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 pay 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 caused by the acts or omissions of lessee. If possession is not delivered oohin 60 days after the Commencement Date, lessee may, at
its 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 wrillen notice is not received by lessor within said 10 day period, lessee.s right to cancel shall terminate. If
possession of the Premises is not delivered within 120 days after the Commencement Date, this lease shall terminate unless other agreements are
reached between Lessor and Lessee, in writing.
3.4 lessee Compliance. lessor shall not be required to deliver possession of the Premises to lessee until Lessee complies with its
obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, lessee shall be required to perform all of its
obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding lessor's election to withhold possession
pending receipt of such evidence of insurance. Further, if lessee is required to perform any other conditions prior to or concurrent with the Start Date,
the Start Date shall occur but lessor may elect to withhold possession unlil such conditions are satisfied.
4. Renl
4.1. Rent Defined. All monetary obligations of lessee to lessor under the terms of this lease (except for the Security Deposit) are
deemed to be rent ("Renr').
4.2 Payment. lessee shall cause payment of Rent to be received by lessor in lav.ful money of the United States, without offset or
deduction (except as specifically permiUed in this lease), on Of before the day on which it is due. All monetary amounts shall be rounded to the nearest
whole dollar. In the event that any invoice prepared by lessor is inaccurate such inaccuracy shall not constitute a waiver and lessee shall be obligated
10 pay the amount set forth 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
lessor's rights to the balance of such Rent, regardless of lessor's endorsement of any check so stating. In the event that any check, draft, or other
instrument of payment given by lessee to lessor is dishonored for any reason, lessee agrees to pay to lessor the sum of $25 in addition to any late
Charge and lessor, at its option, may require all future payments to be made by lessee to be by cashier's check. Payments will be applied first to
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accrued late charges and attomey'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.
4.3 Association Fees. In addition to the Base Rent, Lessee shall pay to Lessor each month an amount equal to any owner's
association or condominium fees levied or assessed against the Premises. Said monies shall be paid at the same time and in the same manner as the
Base Ren!.
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, appty or retain all or any portion
of said Security Deposit for the payment of any amount due already due Lessor, for Rents 'Nhich will be due in the future, and/ or to reimburse or
compensate Lessor for any liability, expense, loss or damage 'Nhich 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 futl amount required by this Lease. If the Base Rent increases during the term of this Lease, Lessee shall, upon written request from
Lessor, deposit additional monies 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 Use be amended to accommodate a materiat
change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the
extent necessary, in Lessor's reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a
change in control of Lessee occurs during this Lease and following such change the financial condition of Lessee is, in Lessor's reasonable judgment,
significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a
commercialty reasonable level based on such change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its
general accounts. Within 90 days after the expiration or termination of this lease, Lessor shall retum that portion of the Security Deposit not used or
applied by Lessor. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid
by Lessee under this Lease.
6. Use.
6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use 'Nhich 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. Other than guide, signal and seeing eye dogs, Lessee
shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold or detay 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 on the Premises or
the mechanical or electrical systems therein, andlor is not significantly more burdensome to the Premises. If Lessor elects to withhold consent, Lessor
shall within 7 days after such request give written notification of same, 'Nhich notice shall include an explanation of Lessor's objections to the change in
the Agreed Use.
6.2 Hazardous Substances.
(a) Reportable Uses Require Consent The term "Hazardous 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 govemmental authority, or (iii) a basis for potential liability of Lessor to any govemmental 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, by-products 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 Us." shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession,
storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to 'Nhich a report, notice, registration or
business plan is required to be filed with, any govemmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect
to 'Nhich 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, 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 Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against
damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of
protective modifications (such as concrete encasements) and/or increasing the Security Deposit.
(b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be
located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact
to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation 'Nhich it has conceming the presence of such Hazardous
Substance.
(c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or
aboutlhe Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply with all Applicable
Requirements and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup
of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially
contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for
Lessee, or any third party.
(d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor,
if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penallies, 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 (provided,
however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises
from adjacent properties not caused or contributed to by Lessee). Lessee's obligations shall include, but not be limited to, the effects of any
contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation,
restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement
entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless
spec;:iftcally so agreed by Lessor In writing at the time of such agreement
(e) Lessor Indemnification. Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its
employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, 'Nhich result from
Hazardous Substances 'Nhich existed on the Premises prior to Lessee's occupancy or which are caused by the gross negligence or willful misconduct
of Lessor, its agents or employees. Lessor's obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the
cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.
(f) Investigations and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation
measures required by govemmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to
Lessee's occupancy, unless such remediation measure is required as a result of Lessee's use (including "Alterations", as defined in paragraph 7.3(a)
below) of the Premises, in 'Nhich event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request
of lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's
investigative and remedial responsibilities.
(g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of this Lease,
unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable
Requirements and this Lease shall continue in full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor
may, at Lessor's option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at
Lessor's expense, in 'Nhich event this Lease shall continue in full force and effect, or (ii) if the estimated cost 10 remediate such condition exceeds 12
times the then monthly Base Rent or $100,000, 'Nhichever is greater, give \'ofitten notice to Lessee, within 30 days after receipt by Lessor of knowledge
of the occurrence of such Hazardous Substance Condition, of Lessor's desire to terminate this Lease as of the date 60 days following the date of such
notice. In the event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give \'ofitten 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 limes the
then monthly Base Rent or $100,000, whichever is greater. Lessee shatl 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 Lessor's notice of termination.
6.3 Lessee's Compliance with Applicable Requirements. Except as othervvise provided in this Lease, Lessee shall, at lessee's
sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire
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insurance underwriter or rating bureau, and the recommendations of Lessor's engineers and/or consultants which relate in any manner to the such
Requirements, without regard to whether such Requirements are now in effect or become effective after the Start Date. Lessee shall, within 10 days
after receipt of lessor's written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee's
compliance with any Applicable Requirements specilied by lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any
documents inwlved) 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. Likewise, Lessee shall immediately give written notice to lessor of: (i) any water damage to the
Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (ii) any mustiness or other odors
that might indicate the presence of mold in the Premises.
6.4 Inspection; Cornpliance. Lessor and Lessor's "lender" (as defined in Paragraph 30) and consultants shall have the right to
enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable notice, for the purpose of inspecting
the condition of the Premises and for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless
a violation of Applicable Requirements, or a Hazardous Substance Condition (see paragraph 9.1) 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. In addition, lessee shall provide copies of all relevant material safety data
sheets (MSDS) to Lessor within 10 days of the receipt of a written request therefor.
7. Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations.
7.1 lessee's Obligations.
(a) In General. Subject to the provisions of Paragraph 2.2 (Condillon), 2.3 (Compliance), 6.3 (leSSee's Compliance with Applicable
Requirements), 7.2 (Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), lessee shall, at lessee's sole expense, keep the
Premises, Utility Installations (intended for lessee's exclusive use, no mailer where located), and Alterations in good order, condition and repair
(whether or not the portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to lessee, and
whether or not the need for such repairs occurs as a result of lessee's use, any prior use, the elements or the age of such portion of the Premises),
including, but not limited to, alt equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fire
protection system, fixtures, walls (interior and exterior), ceilings, floors, windows, doors, plate glass, skylights, landscaping, driveways, parle.ing lots,
fences, retaining walls, signs, sidewalks and parkways located in, on, or adjacent to the Premises. lessee is also responsible for keeping the roof and
roof drainage clean and free of debris. lessor shall keep the surface and structural elements of the roof, foundations, and bearing walls in good repair
(see paragraph 7.2). Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perfOml good maintenance practices,
specifically including the procurement and maintenance of the service contracts required by Paragraph 7.1 (b) below. Lessee's obligations shall include
restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition
and state of repair. lessee shall, during the term of this lease, keep the exterior appearance of the Building in a first-class condition (including, e.g.
graffiti removal) consistent with the exterior appearance of other similar facilities of comparable age and size in the vicinity, including, when necessary,
the exterior repainting of the Building.
(b) Service Contracts. Lessee shall, at Lessee's sole expense, procure and maintain contracts, with copies to lessor, in
customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and
improvements, if any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler, and pressure vessels, (iii) fire extinguishing systems,
including fire alarm andlor smoke detection, (iv) landscaping and irrigation systems, and (v) clarifiers. However, lessor reserves the right, upon notice
to Lessee, to procure and maintain any or all of such service contracts, and lessee shall reimburse Lessor, upon demand, for the cost thereof.
(c) Failure to Perform. If lessee fails to perform lessee's obligations under this Paragraph 7.1, Lessor may enter upon the
Premises after 10 days' prior written notice to lessee (except in the case of an emergency, in which case no notice shall be required), perform such
obligations on Lessee's behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly pay to Lessor a sum equal to 115%
of the cost thereof.
(d) Replacement Subject to lessee's indemnification of lessor as set forth in Paragraph 8.7 below, and without relieving lessee
of liability resulting from lessee's failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(b) cannot be
repaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost
thereof shall be prorated between the Parties and lessee shall only be obligated to pay, each month during the remainder of the term of this lease, on
the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is
one, and the denominator of which is 144 (ie. 1/144th of the cost per month). lessee shall pay Interest on the unamortized balance but may prepay its
obligation at any time.
7.2 lessor's Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 9 (Damage or Destruction) and
14 (Condemnation), it is intended by the Parties hereto that lessor have no obligation, in any manner whatsoever, to repair and maintain the Premises,
or the equipment therein, all of which obligations are intended to be that of the Lessee, except for the surface and structural elements of the roof,
foundations and bearing walls, the repair of which shall be the responsibility of Lessor upon receipt of wrillen notice that such a repair is necessary. It is
the intention of the Parties that the terms of this lease govern the respective obligations of the Parties as to maintenance and repair of the Premises,
and they expressty waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this lease.
7.3 Utility Installations; Trade Fixtures; Alterations.
(a) Definitions. The term "Utility Installations" refers to all floor and window coverings, air and/or vacuum lines, power panels,
electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, plumbing, and fencing in or on
the Premises. The term "Trade Fixtures" shall mean Lessee's machinery and equipment that can be removed without doing material damage to the
Premises. The term "Alterations" shall mean any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by
addition or deletion. "lessee Owned Alterations and/or Utility Installations" are defined as Alterations and/or Utility Installations made by lessee
that are not yet oooed by Lessor pursuant to Paragraph 7.4(a).
(b) Consent Lessee shall not make any Alterations or Utility Installations to the Premises without lessor's prior wrillen consent.
Lessee may, however, make non~structural Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice
to lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof 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 a sum equal
to 3 month's Base Rent in the aggregate or a sum equal to one month's Base Rent in anyone year. Notwithstanding 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 approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that lessee
shall desire to make and which require the consent of the Lessor shall be presented to lessor in written fonn .,..;th detailed plans. Consent shall be
deemed conditioned upon Lessee's: (i) acquiring all applicable governmental permits, (ii) furnishing lessor with copies of both the penn its and the
plans and specifications prior to commencement of the wor1l::, and (iii) compliance with all conditions of said permits and other Applicable Requirements
in a prompt and expeditious manner. Any Alterations or Utility Instal'atioos shall be performed in a werle.manlike manner with good and sufficient
materials. lessee shall promptly upon completion furnish lessor with as-built plans and specifications. For werle. 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 materials furnished or alleged to have been furnished to or
for lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against the Premises or any
interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any worle. 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 any such lien, claim or demand, then lessee
shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that
may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the
amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If lessor elects to participate in any such action,
Lessee shall pay lessor's attorneys' fees and costs.
7.4 Ownership; Removal; Surrender; and Restoration.
(a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all Alterations and Utility
Installations made by lessee shall be the property of Lessee, but considered a part of the Premises. lessor may, at any time, elect in writing to be the
owner of all or any specified part of the lessee O'Mled Alterations and Utility Installations. Unless otherwise instructed per paragraph 7.4(b) hereof, all
Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this lease, become the property of lessor and be
surrendered by Lessee with Ihe Premises.
(b) Removal. By delivery to Lessee of written notice from lessor not earlier than 90 and not later than 30 days prior to the end of
the term of this lease, Lessor may require that any or all lessee Owned Alterations or Utility Installations be removed by the expiratioo or termination of
this lease. lessor may require the removal at any lime of all or any part of any lessee Owned Alterations or Utility Installations made withoot the
required consent.
(c) Surrender; Restoration. lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of
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the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear
and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented by good maintenance
practice. Notwithstanding the foregoing, if this lease is for 12 months or less, then Lessee shall surrender the Premises in the same condition as
delivered to lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation,
maintenance or removal of Trade Fixtures, Lessee awned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of
any storage tank installed by or for Lessee. Lessee shall 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
Premises, or if applicable, the Premises) even if such removal would require Lessee to perform or pay for wol1t that exceeds statutory requirements.
Trade Fixtures shall remain the property of lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the
Expiration Date or any eanier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by lessor as
Lessor may desire. 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.
a. Insurance; Indemnity,
8.1 Payment of Premium Increases.
(a) Lessee shall pay to Lessor any insurance cost increase ("Insurance Cost Increase") occuning during the term of this lease.
Insurance Cost Increase is defined as any increase in the actual cost of the insurance required under Paragraph 8.2(b), 8.3(a) and a.3(b) ("Required
Insurance"), over and above the Base Premium as hereinafter defined calculated on an annual basis. Insurance Cost Increase shall include but not be
limited to increases resulting from the nature of Lessee's occupancy, any act or omission of Lessee, requirements of the holder of mortgage or deed of
trust covering the Premises, increased valuation of the Premises and/or a premium rate increase. The panies are encouraged to fill in the Base
Premium in paragraph 1.a with a reasonable premium for the Required Insurance based on the Agreed Use of the Premises. If the panies fail to insert
a dollar amount in Paragraph 1.8, then the Base Premium shall be the lowest annual premium reasonabty obtainable for the Required Insurance as of
the commencement of the Original Term for the Agreed Use of the Premises. In no event, however, shall Lessee be responsible for any ponion of the
increase in the premium cost attributable to liability insurance canied by Lessor under Paragraph a.2(b) in excess of $2,000,000 per occurrence.
(b) lessee shall pay any such Insurance Cost Increase to lessor within 30 days after receipt by lessee of a copy of the premium
statement or other reasonable evidence of the amount due. If the insurance policies maintained hereunder cover other property besides the Premises,
Lessor shall also deliver to Lessee a statement of the amount of such Insurance Cost Increase attributable only to the Premises showing in reasonable
detail the manner in which such amount was computed. Premiums for policy periods commencing prior to, or extending beyond the term of this Lease,
shall be prorated to correspond to the term of this Lease.
8.2 liability Insurance.
(a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting lessee
and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the awnership,
use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single
limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000. Lessee shall add Lessor as
an additional insured by means of an endorsement at least as broad as the Insurance Service Organization's "Additional Insured-Managers or lessors
of Premises" Endorsement. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include
coverage for liability assumed under this Lease as an "insured contract' for the performance of Lessee's indemnity obligations under this lease. The
limits of said insurance shall not, however, limit the liability of Lessee nor relieve lessee of any obligation hereunder. Lessee shall provide an
endorsement on its liability policy(ies) which provides that its insurance shall be primary to and not contributory Vllith any similar insurance canied by
lessor, whose insurance shall be considered excess insurance only.
(b) Camed 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. Bulldlng,lmprovements and Rental Value.
(a) Building and Improvements. The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor, with
loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall be equal to
the full insurable replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender, but in no event
more than the commercialty reasonable and available insurable value thereof. If lessor is the Insuring Party, however, Lessee Owned Alterations and
Utility Installations, Trade Fixtures, and Lessee's personal property shall be insured by Lessee under Paragraph a.4 rather than by Lessor. 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 or included in the Base Premium), 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 adjusted U.S.
Department of Labor Consumer Price Index for All Urban Consumers for the city nearest 10 where the Premises are located, If such insurance
coverage has a deductible clause, the deductible amount shall not exceed $1,000 per occurrence, and Lessee shall be liable for such deductible
amount in the event of an Insured Loss.
(b) Rental Value. The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor with loss payable to
Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days ("Rental Value
insurance"). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance dause, and the amount of coverage shall be
adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period. lessee shall be liable for any deductible
amount in the event of such loss.
(c) Adjacent Premises. If the Premises are part of a larger building, or of a group of buildings owned by Lessor which are adjacent
to the Premises, the Lessee shall pay for any increase in the premiums for the property insurance of such building or buildings if said increase is
caused by Lessee's acts, omissions, use or occupancy of the Premises.
8.4 Lessee's Properly; Business Interruption Insurance,
(a) Property Damage, lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, Trade Fixtures,
and lessee OWned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed
$1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and
Lessee Owned Alterations and Utility Installations. Lessee shall provide Lessor with written evidence that such insurance is in force.
(b) Business Interruption. Lessee shall obtain and maintain loss of income and 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 atbibutable to prevention of access to the Premises as a result of such perils.
(c) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance
specified herein are adequate to cover Lessee's property, business operations or obligations under this Lease.
S.5 Insurance Policies. Insurance required herein shall be by companies duly licensed or admilled to transact business in the state
v.tIere the Premises are located, and maintaining during the policy term a "General Policyholders Rating" of at least A-, VI, as set forth in the most
current issue of "Besfs Insurance Guide", or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything
which invalidates the required insurance policies. Lessee shall, prior to the Stan 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 shalt be cancelable or subject to modification except after
30 days prior written notice to Lessor. Lessee shall, alleast 10 days prior to the expiration of such policies, furnish lessor Vllith 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 policies shall be for a term of at least one year, or the length of the remaining term of this Lease,
whichever is less. If either Party shall fail to procure and maintain the insurance required to be canied 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 eanied or required, or by any
deductibles applicable hereto, The Parties agree to have their respective property damage insurance caniers 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 lessor's gross negligence or willful misconduct, lessee shall indemnify, protect, defend and hold harmless
the Premises, lessor and its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or
damages, liens, judgments, penalties, allomeys' and consultants' fees, expenses and/or liabilities arising out of, involving, or in connection with, the use
and/or occupancy of the Premises by Lessee. If any action or proceeding is brought against lessor by reason of any of the foregoing matters, Lessee
shall upon notice defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such
defense. lessor need not have first paid any such claim in order to be defended or indemnified.
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8.8 Exemption of Lessor and its Agents from Liability. Notvvithstanding the negligence or breach of this Lease by Lessor or its
agents, neither Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or goods, wares, merchandise or
other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises, ooether such damage or
injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage,
obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, ooether the said
injury or damage results from conditions arising upon the Premises or upon other portions of the building of which the Premises are a part, or from other
sources or places, (ii) any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce
the provisions of any other lease in the Project, or (iii) injury to Lessee's business or for any loss of income or profit therefrom. Instead, it is intended
that Lessee's sole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies) that Lessee is required to maintain
pursuant to the provisions of paragraph 8.
8.9 Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required
herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which witl be extremely
difficult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required insurance and/or does not provide Lessor
with the required binders or certificates evidencing the existance of the required insurance, the Base Rent shall be automaticalty increased, without any
requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater. The parties agree that such
increase in Base Rent represents fair and reasonable compensation for the additional risk! costs that Lessor INiIl incur by reason of Lessee's failure to
maintain the required insurance. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the
failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to
maintain the insurance specified in this Lease.
9. Damage or Destruction,
9.1 Definitions.
(a) "Premises PartIal Damage" shall mean damage or destruction to the improvements on the Premises, other than Lessee
OVmed Alterations and Utility Installations, which can reasonably be repaired in 6 months or less from the date of the damage or destruction. Lessor
shalt notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.
Notvvithstanding the foregoing, Premises Partial Damage shall not include damage to windows, doors, and/or other similar items which Lessee has the
responsibility to repair or replace pursuant to the provisions of Paragraph 7.1.
(b) "Premises Total Destruction" shall mean damage or destruction to the Premises, other than Lessee OWned Alterations and
Utility Installations and Trade Fixtures, which cannot reasonabty be repaired in 6 months or less from the date of the damage or destruction. Lessor
shall notify Lessee in writing INithin 30 days from the date of the damage or destruction as to ooether 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 tnstallations 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 Cosf' shalt 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 shalt, at Lessor's
expense, repair such damage (but not Lessee's Trade Fixtures or lessee Owned Alterations and Utility Installations) as soon as reasonably possible
and this lease shall continue in full force and effect; provided, however, that lessee shalt, at Lessor's election, make the repair of any damage or
destruction the total cost to repair of which is $10,000 or less, and, in such event, lessor shall make any applicable insurance proceeds available to
Lessee on a reasonable basis for that purpose, Notvvithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are
not sufficient to effect such repair, the Insuring Party shall promptly conlIibute the shortage in proceeds (except as to the deductible which is Lessee's
responsibility) as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique
nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, lessor shall have no obligation
to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides lessor with the funds 10
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 force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by
written notice to Lessee INithin 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable with lessor paying any
shortage in proceeds, in which case this Lease shall remain in full force and effect, or (iI) have Ihis 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 al Lessee's expense), lessor may either: (i) repair such damage as
soon as reasonably possible at lessor's expense, in which event this lease shall continue in full force and effect. or (ii) terminate this lease by giving
wrillen 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 evenllessor 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 Vv'ithout reimbursement from lessor.
lessee shall provide Lessor INith 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 Lessor's damages from Lessee, except as provided in Paragraph 8.6.
9.5 Damage Near End of Tenn. If at any lime 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 thereof) needed to make the
repairs on or before the earlier of (i) the date which is 10 days after lessee's receipt of lessor's written notice purporting to terminate this Lease, or (ii)
the day prior to the date upon which such option 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, at lessor's commercially reasonable expense, repair such
damage as soon as reasonably possible and this lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such
funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee's option shall be
extinguished.
9.6 Abatement of Rent; Lessee's Remedies.
(a) Abatement In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for
which lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such
damage shall be abated in proportion to the degree to which Lessee's use of the Premises is impaired, but not to exceed the proceeds received from
the Rental Value insurance. All other obligations of lessee hereunder shall be performed by Lessee, and lessor shall have no liability for any such
damage, destruction, remediation, repair or restoration except as provided herein.
(b) Remedies. If lessor is Obligated to repair or restore the Premises and does not commence, in a substantial and meaningful
way, such repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or
restoration, give written notice 10 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 Vv'ithin 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 war!< on the Premises, whichever first occurs.
9.7 Tennlnatlon; 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
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to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor.
10. Real Property Taxes.
10.1 Definition. As used herein, the term "Real Property Taxes" shall include any form of assessment; real estate, general, special,
ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed
upon or levied against any legal or equitable interest of Lessor in the Premises or the Project, Lessor's right to other income therefrom, and/or Lessor's
business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Building address
and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the Premises are
located. Real Property Taxes shall also include any tax, fee, le-.y, assessment or charge, or any increase therein: (i) imposed by reason of events
occurring during the term of this lease, including but not limited to, a change in the O'Mlership of the Premises, and (ii) levied or assessed on
machinery or equipment provided by lessor to lessee pursuant to this lease.
10.2
(a) Payment of Taxes. Lessor shall pay the Real Property Taxes applicable to the Premises provided, however, that Lessee shall
pay to lessor the amount, if any, by which Real Property Taxes applicable to the Premises increase over the fiscal tax year during which the
Commencement Date Occurs (''Tax Increase"). Payment of any such Tax Increase shall be made by Lessee to lessor within 30 days after receipt of
lessor's wrillen statement selling forth the amount due and computation thereof. If any such taxes shall cover any period of time prior to or atler the
expiration or termination of this lease, lessee's share of such taxes shall be prorated to cover only that portion of the tax bill applicable to Ihe period
that this lease is in effect. In the event lessee incurs a late charge on any Rent payment, lessor may estimate the current Real Property Taxes, and
require that the Tax Increase be paid in advance to Lessor by Lessee monthly in advance with the payment of the Base Rent. Such monthly payment
shall be an amount equal to the amount of the estimated installment of the Tax Increase divided by the number of months remaining before the month
in which said installment becomes delinquent. When the actual amount of the applicable Tax Increase is knO'Ml, the amount of such equal monthly
advance payments shall be adjusted as required to provide the funds needed to pay the applicable Tax Increase. If the amount collected by lessor is
insufficient to pay the Tax Increase v.f1en due, Lessee shall pay lessor, upon demand, such additional sums as are necessary to pay such obligations.
Advance payments may be intermingled with other moneys of Lessor and shall not bear interest. In the event of a Breach by lessee in the
performance of its obligations under this lease, then any such advance payments may be treated by Lessor as an additional Security Deposit.
(b) Additional Improvements. Notwithstanding anything to the contrary in this Paragraph 10.2, Lessee shall pay to lessor upon
demand therefor the entirety of any increase in Real Property Taxes assessed by reason of Alterations or Utilily Installations placed upon the Premises
by Lessee or at lessee's request or by reason of any alterations or improvements to the Premises made by Lessor subsequent to the execution of this
Lease by the Parties.
10.3 Joint Assessment If the Premises are not separately assessed, lessee's liability shall be an equitable proportion of the Tax
Increase for all of the land and improvements included within the tax parcel assessed, such proportion to be conclusively determined by Lessor from the
respective valuations assigned in the assessor's work sheets or such other information as may be reasonably available.
10.4 Personal Property Taxes. lessee shall pay, prior to delinquency, all taxes assessed against and levied upon lessee OWned
Alterations, Utility Installations, Trade Fixtures, fumishings, equipment and all personal property of lessee. 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 Lessor's real property, lessee shall pay Lessor the
taxes attributable to Lessee's property within 10 days atter receipt of a wrillen statement setting forth the taxes applicable to Lessee's property.
11. UtlUties and Services. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services
supplied to the Premises, together with any taxes thereon, If any such services are not separately metered or billed to Lessee, Lessee shall pay a
reasonable proportion, to be determined by Lessor, of all charges jointly metered or billed. There shall be no abatement of rent and Lessor shall not be
liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute,
breakdown, accident, repair or other cause beyond Lessor's reasonable control or in cooperation with govemmental request or directions.
12. Assignment and Subletting.
12.1 Lessor's Consent Required.
(a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or
assignmenf') or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent.
(b) Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Lessee
shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constitute a
change in control for this purpose.
(c) The involvement of lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition,
financing. transfer, leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee's assets occurs,
which results or will result in a reduction of the Net Worth of lessee by an amount greater than 25% of such Net Worth as it was represented at the
time of the execution of this lease or at the time of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said
transaction or transactions constituting such reduction, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor
may withhold its consent. "Net Worth of lessee" shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted
accounting principles.
(d) An assignment or subletting without consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.1 (c), or
a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletUng as a
non curable Breach, lessor may either: (i) terminate this lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base
Rent then in effect. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by
Lessee shall be subject to similar 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 term 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 and/or injunctive relief.
(f) Lessor may reasonably withhold consent to a proposed assignment or subletting if lessee is in Defaun at the time consent is
requested.
(g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, ie. 20 square feet or less, to be used by a third
party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.
12.2 Tenns and Conditions Applicable to Assignment and Subletting.
(a) Regardless of lessor's consent, no assignment or subletting shall: (i) be effective without the express wrillen assumption by
such assignee or sublessee of the obligations of Lessee under this lease, (ii) release lessee of any obligations hereunder, or (iii) alter the primary
liability of lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee.
(b) Lessor may accept Rent or performance of lessee's obligations from any person other than Lessee pending approval or
disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall
constitute a waiver or estoppel of Lessor's right to exercise its remedies for lessee's Default or Breach.
(c) Lessor's consent to any assignment or subletUng shall not constitute a consent to any subsequent assignment or subletting.
(d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else
responsible for the performance of Lessee's obligations under this lease, including any assignee or sublessee, without first exhausting lessor's
remedies against any other person or enlily responsible therefor to LessOf, or any security held by Lessor
(e) Each request for consent to an assignment or subletting shall be in 'Miting, accompanied by information relevant to Lessor's
determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to
the intended use and/Of required modification of the Premises, if any, together with a fee of $500 as consideration for Lessor's considering and
processing said request. Lessee agrees to provide lessor with such other or additional information and/or documentation as may be reasonably
requested. (See also Paragraph 36)
(f) Ivly assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering into such sublease, or
entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every
term, covenant, condition and obligation herein to be observed or perfonned 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 Yotlich Lessor has specifically consented to in writing.
(g) lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the
original Lessee by this Lease unless such transfer is specifically consented to by LessO( in writing. (See Paragraph 39.2)
12,3 Additional Tenns and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by
Lessee of all or any part of the Premises and shall be deemed included in all subleases under this lease Yotlether 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 lessO( 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. In the event that the amount collected by Lessor exceeds Lessee's then outstanding obligations
any such excess shall be refunded to lessee. Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the
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collection of Rent, be deemed liable to the sublessee for any failure of Lessee 10 perfonn and comply with any of Lessee's obligations to such
sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach
exists in the perfonnance 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 attom 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) Ally 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 aU or any part of the Premises without Lessor's prior written consent.
(e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the
Default of lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and
against Lessee for any such Defaults cured by the sublessee.
13. Default; Breach; Remedies.
13.1 Default; Breach. A "Defaulf' is defined as a failure by the Lessee to comply with or perfonn any of the tenns, covenants,
conditions or Rules and Regulations under this lease. A "Breach" is defined as the occurrence of one or more of the following Defaults, and the
failure of Lessee to cure such Default within any applicable grace period:
(a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of
security, or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable
assurances to minimize potential vandalism.
(b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether
10 Lessor or to a third party, when due, 10 provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which
endangers or threatens life or property, where such failure continues for a period of 3 business days following written notice to lessee. THE
ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF
lESSOR'S RIGHTS, INCLUDING lESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES.
(c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts
constituting public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for a period of 3 business days
following written notice to lessee.
(d) 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 or financial statements, (v) a requested
subordination, (vi) evidence conceming any guaranty and/or Guarantor, (vii) any document requested under Paragraph 42, (viii) material safety data
sheets (MSDS), or (ix) any other documentation or infonnation which Lessor may reasonably require of Lessee under the tenns of this Lease, where
any such failure continues for a period of 10 days following written notice to Lessee.
(e) A Default by Lessee as to the terms, covenants, conditions or provisions of this lease, or of the rules adopted under Paragraph
40 hereof, other Ihan those described in subparagraphs 13.1(a), (b), (c) or (d), above, where such Default continues for a period of 30 days after written
notice; provided, however, that if the nalure 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.
(f) 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 "debtor" as defined in 11 U.S.C. ~101 or any successor statute thereto (unless, in the case of a petition filed against Lessee,
the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's 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
(g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false.
(h) If the perfonnance of Lessee's obligations under this lease is guaranteed: (i) the death of a Guarantor, (ii) the tennination of a
Guarantor's liability with resped 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 refusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty obligation on an anticipatory
basis, and Lessee's failure, within 60 days following written notice of any such event, to provide written alternative assurance or security, which, when
coupled with the then existing resources of Lessee, equals or exceeds the combined financial resources of lessee and the Guarantors that existed at
the time of execution of this Lease.
13.2 Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of an
emergency, without notice), Lessor may, at its option, perfonn 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. Lessee shall pay to Lessor an amount equal to 115% of
the costs and expenses incurred by lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may, with or
without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:
(a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and
Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had
been earned at the lime of tennination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been eamed after
termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at
the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that
the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by
the Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but
not limited to the cost of recovering possession of the Premises, expenses of 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 lime of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by
discounting such amount at the discount rate of the Federal Resel'lle 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 tennination 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 aU or any part thereof in a
separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit
given to lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace
period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of lessee to cure lhe Default within the
greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this lease entilling 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 ~ich 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 tennination of the Lessee's right to possession.
(c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are
located. The 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 provisiCHlS of this Lease as to matters occulTing or accruing during the tenn hereof or by reason of Lessee's occupancy of the Premises.
13.3 Inducement Recapture, Any agreement for free or abated rent or olher 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 tenns, covenants and conditions
of this Lease. Upon Breach of this Lease by lessee, any such Inducement Provision shall automatically be deemed deleted from this lease and of no
further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an
inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by lessee. The
acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the
provisions of this paragraph unless specifically so stated in writing by lessor at the time of such acceptance.
13.4 Late Charges. lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not
contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and
accounting charges, and late charges which may be imposed upon Lessor by any lender. Accordingly, if any Rent shall not be received by lessor
within 5 days after such amount shalt be due, then, without any requirement for notice 10 lessee, lessee shall immediately pay to Lessor a one-time
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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 and remedies
granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then
notwithstanding any provision of this Lease to the contrary. Base Rent shall. at Lessor's option, become due and payable quarterly in advance.
13.5 Interest Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due as to
scheduled payments (such as Base Rent) or within 30 days following the date on which it was due for 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 non-scheduled 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 10 perform
an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after
receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying
wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such that more than 30 days
are 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) Perfonnance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days
after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach
at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure, provided however, thai such offset shall not exceed an
amount equal to the greater of one month's Base Rent or the Security Deposit, reserving Lessee's right to seek reimbursement from Lessor for any
such expense in excess of such offset. Lessee shall document the cost of said cure and supply said documentation to Lessor.
14. Condemnation, If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise
of said 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 Building, or more than 25% of that portion of the Premises not occupied by any building, is
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 shall have taken possession) terminate this Lease as of the
date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall
remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in
utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award
shall be made as compensation for diminution in value of the leasehold. the value of the part taken, or for severance damages; provided, however, that
Lessee shaH be entitled to any compensation paid by the condemnor for Lessee's relocation expenses, loss of business goodwill and/or Trade Fixtures,
without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to
the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee 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.
15. Brokerage Fees.
15.1 Additional Commission. In addition to the payments owed pursuant to Paragraph 1.9 above, and unless Lessor and the Brokers
otherwise agree in writing, Lessor agrees that: (a) if Lessee exercises any Option, (b) if Lessee or anyone affiliated with Lessee acquires any rights to
the Premises or other premises owned by Lessor and located within the same Project, if any, within which the Premises is located, (c) if Lessee
remains in possession of the Premises, with the consent of Lessor, after the expiration of this Lease, or (d) if Base Rent is increased, whether by
agreement or operation of an escalation clause herein, then, Lessor shall pay Brokers a fee in accordance with the schedule of the Brokers in effect at
the time of the execution of this Lease.
15.2 Assumption of Obligations, Any buyer or transferee of Lessor's interest in this Lease shall be deemed to have assumed Lessor's
obligation hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.9, 15, 22 and 31. If Lessor fails to pay to Brokers any
amounts due as and for brokerage fees pertaining to this Lease when due, then such amounts shall accrue Interest. In addition, if Lessor fails to pay
any amounts to Lessee's Broker when due, Lessee's Broker may send written notice to Lessor and Lessee of such failure and if lessor fails to pay
such amounts within 10 days after said notice. Lessee shall pay said monies to its Broker and offset such amounts against Rent In addition, Lessee's
Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and lessor's Broker for the
limited purpose of collecting any brokerage fee owed.
15.3 Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent and warrant to the other that it
has had no dealings with any person, firm, broker or finder (other than the Brokers, if any) in connection with this Lease, and that no one other than said
named Brokers is entitled to any commission or finder's fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect,
defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder
or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attomeys' fees reasonably incurred
with respect thereto.
16. Estoppel Certificates.
(a) Each Party (as "Responding Party") shall within 10 days after written notice from the other Party (the "Requesting Party")
execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current "Estoppel Certificate" form
published by the AIR Commercial 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 deliver the Estoppel Certificate .,.,,;thin 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) if Lessor is the Requesting Party, not more than one
month's rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppel Certificate, and the
Responding Party shall be estopped from denying the truth of the facts contained in said Certificate.
(c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 10 days
after written notice from Lessor 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 Lesso(s title or interest in the Premises or this
Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or
assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or
covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be
performed by the Lessor shall be binding only upon the Lessor as hereinabove defined.
18. Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the
validity of any other provision hereof.
19. Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall mean and refer to calendar days.
20. Limitation on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor or its partners,
members, directors, officers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the satisfaction of any liability
of Lessor with respect to this Lease, and shall not seek recourse against Lessor's partners, members, directors, officers or shareholders, or any of their
personal assets for such satisfaction.
21. Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under
this Lease,
22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with resped to any matter
mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective, Lessor and Lessee each represents and
warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility
of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or
with respect to any default or breach hereof by either Party.
23. Notices.
23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in
person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by
facsimile transmission, and shall be deemed sufficiently given if seJV6d in a manner specified in this Paragraph 23. The addresses noted adjacent to a
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Party's signature on this lease shall be thai Party's address for delivery or mailing of notices. Either Party may by written notice to the other specify a
different address for notice, except that upon lessee's taking possession of the Premises, the Premises shall constitute lessee's address for notice. A
copy of all notices to lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter
designate in writing.
23.2 Date of Notice. Any notice sent by registered or certified mail, retum receipt requested, shall be deemed given on the date of
delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 72
hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or ovemight
courier that guarantee next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices transmitted
by facsimile transmission or similar means shall be deemed delivered upon telephone confirmation of receipt (confirmation report from fax machine is
sufficient), provided a copy is also delivered via delivery or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed
received on the next business day
24. Waivers.
(a) No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by lessee, shall be deemed a
waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by lessee of the same or of any other term, covenant or
condition hereof. lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to, or
approval of, any subsequent or similar act by lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this lease
requiring such consent.
(b) The acceptance of Rent by Lessor shall not 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, 'Nhich such statements and/or conditions shall be of no force or effect 'Nhatsoever unless specifically agreed to in writing by
lessor at or before the time of deposit of such payment.
(c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO All MATTERS
RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH
STATUTE IS INCONSISTENT WITH THIS LEASE.
25. Disclosures Regarding The Nature of a Real Estate Agency Relationship.
(a) When entering into a discussion with a real estate agent regarding a real estate transaction, a lessor or Lessee should
from the outset understand 'Nhat type of agency relationship or representation it has with the agent or agents in the transaction. lessor and lessee
acknowledge being advised by the Brokers in this transaction, as follows:
(i) Lessor's Acent A Lessor's agent under a listing agreement with the Lessor acts as the agent for the lessor
only. A Lessor's agent or subagent has the following affirmative obligations: To the I essor: A fiduciary duty of utmost care, integrity, honesty, and
loyalty in dealings with the Lessor. To the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in performance of the agent's
duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability
of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party
any confidential information obtained from the other Party which does not involve the affirmative duties set forth above
(ii) Lessee's Acent. An agent can agree to act as agent for the Lessee only. In these situations, the agent is not
the Lessor's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor. An agent
acting only for a Lessee has the following affirmative obligations. To the Lessee: A fiduciary duty of utmost care, integrity, honesty, and loyalty in
dealings with the Lessee. To the Lessee and the lessor: a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A
duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the
property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any
confidential information obtained from the other Party 'Nhich does not involve the affirmative duties set forth above.
(iii) Acent Reoresenlino Both Lessor and I essee. A real estate agent, either acting directly or through one or more
associate licenses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the
Lessor and the Lessee. In a dual agency situation, the agent has the following affirmative obligations to both the Lessor and the Lessee: a. A fiduciary
duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee. b. Other duties to the Lessor and the Lessee as
stated above in subparagraphs (I) or (ii). In representing both Lessor and lessee, the agent may not without the express permission of the respective
Party, disclose to the other Party that the Lessor will accept rent in an amount less than that indicated in the listing or that the Lessee is willing to pay a
higher rent than that offered. The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to
protect their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the
transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional.
(b) Brokers have no responsibility with respect to any default or breach hereof by either Party. The Parties agree that no
lawsuit or other legal proceeding involving any breach of duty, error or omission relating to this Lease may be brought against Broker more than one
year after the Start Date and that the liability (including court costs and attorneys' fees), of any Broker with respect to any such lawsuit and/or legal
proceeding shall not exceed the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Broker's
liability shall not be applicable to any gross negligence or willful misconduct of such Broker.
(c) Lessor and Lessee agree to identify to Brokers as "Confidential" any communication or information given Brokers that is
considered by such Party to be confidential.
26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of
this Lease. In the event that lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable immediately preceding the
expiration or termination. 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. 'Nherever possible, be cumulative with all
other remedies at law or in equity.
2B. Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be obselVed or performed by Lessee are both
covenants and conditions. In construing this Lease, all headings and tiUes are for the convenience of the Parties only and shall not be considered a
part of this Lease. \Nhenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if
prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.
29. Binding Effect; Choice of Law. This Lease shall be binding upon the Parties, their personal representatives, successors and assigns and
be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto conceming this Lease shall be
initiated in the county in 'Nhich the Premises are located.
30. Subordination; Attornment; Non-Disturbance.
30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease. mortgage, deed
of trust, or other hypothecation or security device (collectively, "Security Device"), now or hereafter placed upon the Premises, to any and all advances
made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices
(in this Lease together referred to as "Lender") shall have no liability or obligation to pedorm any of the obligations of Lessor under this Lease. Any
lender may elect to have this lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to
Lessee, 'Nhereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the
documentation or recordation thereof.
30.2 Attornment. In the event that Lessor transfers tiUe to the Premises, or the Premises are acquired by another upon the foreclosure
or termination of a Security Devise to 'Nhich this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3,
attorn to such new oooer, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new oooer for
the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between Lessee and such new
owner, and (ii) lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of lessor's obligations,
except that such new owner shall nol: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of
ownership; (b) be subject to any offsets or defenses 'Nhich Lessee might have against any prior lessor, (c) be bound by prepayment of more than one
month's rent, or (d) be liable for the return of any security deposit paid to any prior lessor .....,ich was not paid or credited to such new oooer.
30.3 Non.Dlsturbance. With respect to Security Devices entered into by lessor after the execution of this Lease, Lessee's
subordination of this lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a "Non.Dlsturbance Agreemenf')
from the Lender 'Nhich Non-Disturbance Agreement provides that Lessee's possession of the Premises, and this Lease, including any options to extend
the term hereof, will not be disturbed SO long as lessee is not in Breach hereof and attoms to the record owner of the Premises. Further, within 60
days after the execution of this Lease, Lessor shall, if requested by Lessee, use its commercially reasonable efforts to obtain a Non-Disturbance
Agreement from the holder of any pre-existing Security Device 'Nhich is secured by the Premises. In the event that Lessor is unable to provide the
Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee's option, directly contact Lender and attempt to negotiate for the
PAGE 10 OF 12
INITIALS
@2001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION
INITIALS
FORM STG-11-6J07E
execution and delivery of a Non-Disturbance Agreement.
30.4 Self-Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents;
provided, however, that, upon written request from lessor or a Lender in connection with a sale, financing or refinandng of the Premises, lessee and
Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment and/or
Non-Disturbance Agreement provided for herein.
31. Attorneys' Fees. If any Party or Broker brings an action or proceeding involving the Premises wtJether founded in tort, contract or equity. or
to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable
attorneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, wtJether or not such action or proceeding is pursued to
decision or judgment. The term, "Prevailing Party" shall include, without limitation. a Party or Broker wtJo substantially obtains or defeats the relief
sought, as the case may be, whether by compromise, setl/ement, judgment, or the abandonment by the other Party or Broker of its claim or defense.
The allomeys' fees award shall not be computed in accordance.,..;th any court fee schedule, but shall be such as to fully reimburse all attorneys' fees
reasonably incurred. In addition, lessor shall be entitled to attorneys' fees, costs and expenses incurred in the preparation and seNice of notices of
Default and consultations in connection therewith, wtJether or not a legal action is subsequently commenced in connection with such Defaun or resulting
Breach ($200 is a reasonable minimum per occurrence for such services and consultation).
32. lessor's Access; Showing Premises; Repairs. Lessor and lesso(s agents shall have the right to enter the Premises at any time, in the
case of an emergency, and otherwise at reasonable limes after reasonable prior notice for the purpose of showing the same to prospective purchasers,
lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and
the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material
adverse effect to lessee's use of the Premises. All such activities shall be without abatement of rent or liability to lessee.
33. Auctions. lessee shall not conduct, nor permit to be conducted, any auction upon the Premises .,..;thout lesso(s prior written consent.
Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction.
34. Signs. lessor may place on the Premises ordinary "For Sale" signs at any time and ordinalY "For Lease" signs during the last 6 months of
the term hereof. Except for ordinary "for sublease" signs, Lessee shall not place any sign upon the Premises without lesso(s prior written consent. All
signs must comply.,..;th all Applicable Requirements.
35. Termination; Merger. Unless specifically stated otherwise in writing by lessor, the voluntalY or other surrender of this lease by Lessee, the
mutual termination or cancellation hereof, or a termination hereof by lessor for Breach by lessee, shall automatically terminate any sublease or lesser
estate in the Premises; provided, however, that lessor may elect to continue anyone or all existing subtenancies. Lesso(s failure .,..;Ihin 10 days
following any such event to elect to the contralY by written notice to the holder of any such lesser interest. shall constitute Lessor's election to have
such event constitute the termination of such interest.
36. Consents. Except as otherwise provided herein, wherever in this lease the consent of a Party is required to an act by or for the other Party,
such consent shall not be unreasonably .,..;thheld or delayed. lesso(s adual 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. lessor's consent to any act, assignment or subletting shall not constitute an
acknowledgment that no Default or Breach by lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or
Breach, except as may be otherwise specifically slated in writing by lessor at the time of such consent. The failure to specify herein any partiCUlar
condition to lessor's consent shall not preclude the imposition by lessor at the time of consent of such further or other conditions as are then
reasonable with reference to the particular mailer for wtJich 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.
31. Guarantor.
31.1 Execution. The Guarantors, if any, shall each execute a guaranty in the form most recently published by the AIR Commercial Real
Estate Association.
31.2 Default It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the
execution of the guaranty, including the authority of the party signing on Guarantor's behalf to obligate Guarantor, and in the case of a corporate
Guarantor, a certified copy of a resolution of its board of directors authorizing the making of such guaranly. (b) current financial statements, (c) an
Estoppel Certificate, or (d) written confirmation that the guaranty is still in effect.
38. Quiet Possession. Subject to payment by lessee of the Rent and performance of all of the covenants, conditions and provisions on
lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term
hereof.
39. Options. If lessee is granted an Option, as defined below, then the following provisions shall apply:
39.1 Definition. "Option" shall mean: (a) the right to extend or reduce the term of or renew this Lease or to extend or reduce the term
of or renew any lease that lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other property
of Lessor; (c) the right to purchase, the right of first offer to purchase orthe right of first refusal to purchase the Premises or other property of lessor.
39_2 Options Personal To Original lessee. Any Option granted to lessee in this Lease is personal to the original lessee, and cannot
be assigned or exercised by anyone other than said original lessee and only while the original Lessee is in full possession of the Premises and, if
requested by lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting.
39.3 Multiple Options. In the event that lessee has any multiple Options to extend or renew this lease, a later Option cannot be
exercised unless the prior Options have been validly exercised.
39.4 Effect of Default on Options.
(a) lessee shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of Default and
continuing until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to wtJether notice thereof is given lessee), (iii)
during the time lessee is in Breach of this lease, or (iv) in the event that lessee has been given 3 or more notices of separate Default, wtJether or not
the Defaults are cured, during the 12 month period immediately preceding the exercise of the Option.
(b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of lessee's inabilily to
exercise an Option because of the provisions of Paragraph 39.4(a}.
(c) An Option shall terminate and be of no further force or effed, notwithstanding Lessee's due and timely exercise of the Option, if,
after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30
days after such Rent becomes due (without any necessity of lessor to give notice thereof), or (ii) if lessee commits a Breach of this lease.
40. Multiple Buildings. If the Premises are a part of a group of buildings controlled by lessor, lessee agrees that it will abide by and conform to
all reasonable rules and regulations which lessor may make from time to time for the management, safety, and care of said properties, including the
care and cleanliness of the grounds and including the parking, loading and unloading of vehicles, and to cause its employees, suppliers, shippers,
customers, contractors and invitees to so abide and conform. lessee also agrees to pay its fair share of common expenses incurred in connection Vllith
such rules and regulations.
41. Security Measures. lessee hereby acknOlMedges that the Rent payable to Lessor hereunder does not include the cost of guard service or
other security measures, and that Lessor shall have no obligation wtJatsoever to provide same. Lessee assumes ali responsibility for the protection of
the Premises, Lessee, its agents and invitees and their property from the acts of third parties.
42. Reservations. Lessor reserves to itself the right, from time to time, to grant, .,..;thout the consent or joinder of lessee, such easements,
rights and dedications that Lessor deems necessalY, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights,
dedications, maps and restrictions do not unreasonably interfere Vllith the use of the Premises by Lessee. Lessee agrees to sign any documents
reasonably requested by Lessor to effectuate any such easement rights, dedication, map or restrictions.
43. 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 protesf
and such payment shall not be regarded as a voluntalY payment and there shall survive the right on the part of said Party to institute suit for recovery of
such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be
entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovelY of sums paid
"under protest" .,..;thin 6 months shall be deemed to have waived its right to protest such payment.
44. Authority; Multiple Parties; Execution.
(a) If either Party hereto is a corporation. trust, limited liability company, partnership, or similar entily, 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, Vllithin 30 days after request, deliver to the other Party salisfactolY evidence of such authority.
(b) If this lease is executed by more than one person or entily 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 ancillalY 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
PAGE 11 OF 12
INITIALS
@2001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION
INITIALS
FORM STG-11-6/01E
document.
(c) This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
45. Conflict Any conflict between the printed provisions of this Lease and typewritten or handwritten provisions shall be controlled by the
typewritten or handwritten provisions.
46. 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 hereto.
47. 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 nonnal financing or refinancing of the Premises.
48. Waiver of Jury Trial. THE PARllES HEREBY WAIVE THEIR RESPECllVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.
49. Mediation and Arbitration of Disputes. An Addendum requiring the Mediation and/or the Arbilration of disputes between the Parties and/or
Brokers arising out of this Lease 0 is 0 is not attached to this Lease.
50. Americans with Disabilities Act Since compliance with the Americans with Disabilities Act (ADA) is dependent upon Lessee's specific use
of the Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the
event that Lessee's use of the Premises requires modifications or additions to the Premises in order to be in ADA compliance, Lessee agrees to make
any such necessary modifications and/or additions at Lessee's expense.
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND
BY THE EXECUll0N OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARllES HEREBY AGREE
THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE
INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.
ATTENTION: NO REPRESENTATION OR RECOMMENDAll0N IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY
BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACll0N TO WHICH
IT RELATES. THE PARllES ARE URGED TO:
1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.
2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESllGATE THE CONDITION OF THE PREMISES. SAID INVESllGAll0N
SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES,
THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERAllNG SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR
LESSEE'S INTENDED USE.
WARNING: IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO
BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES IS LOCATED.
The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures.
Executed at.
On:
Executed at:
On:
By LESSOR:
Ed and Joyce Seidner
James W. Redfern 2002 Family Trust
By LESSEE:
City of San Bernardino
By:
Name Printed: Fred Wilson
Tille:
By:
Name Printed: Ed Seidner and Joyce Seidner
Tille:
By:
Name Printed: Jim Redfern
Title:
Address: c/o ERS Partners
231 W. Foothill, G1endora, CA 91741
Telephone: (ill) 852-0452
Facsimile: (626) 852-29l.!.__
Federal 10 No.
Penman
Approved a
By:
Name Printed: Jame F.
Title: City Attorney
Address:
Telephone:
Facsimile:
-)
1_)
Federal 10 No.
BRQKER:
8R9KER'
,Alt.
Title:
^l:ldFe6S:
Att:
Title:
^dl:lFe6S:
TelepReRe:(_)
faeeimile:( l
f"el:lsr:allg ~Js.
TslllpRlIRS:( )
faesimile:(_)
Federalib' ~Js.
NOllCE: These fonns are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you
are utilizIng the most current fonn: AIR Commercial Real Estate Association, 800 W 6th Street, Suite 800, Los Angeles, CA 90017.
Telephone No. (213)687-8777. Fax No.: (213) 687-8616.
@Copyright2oo1 - By AIR Commercial Real Estate Assoeiation. All rights roserved.
No part of these WOrk5 may be reproduced in any fonn without pennlsslon in writing.
PAGE 12 OF 12
INI11ALS
INI11ALS
@2001 - AIR COMMERCIAL REAL ESTATE ASSOCIAll0N
FORM STG-11-6107E
OPTION(S) TO EXTEND
STANDARD LEASE ADDENDUM
Dated
April 17th, 2008
By and Between (Lessor) Ed and Joyce Seidner and James W. Redfern 2002
Famil y Trust
By and Between (Lessee) City of San Bernardino
Address of Premises: 225 Oranqe Show Ln
San Bernardino, CA
Paragraph~
A. OPll0N(S) TO EXTEND:
Lessor hereby grants 10 Lessee the option to extend the term of this lease for 1 additional 12
month petiod(s) commencing when the prior term expires upon each and all of the following terms and conditions:
(I) In order 10 exercise an option to extend, Lessee must give written notice of such election 10 lessor and lessor must receive the same at
least 2 but not more than 6 months prior to the date that the option period would commence, time being of the essence. If proper
notification of the exercise of an option is not given and/or received, such option shall automatically expire. Options (if there are more than one) may
only be exercised consecutively,
(ii) The provisions of paragraph 39, including those relating to Lessee's Default set forth in paragraph 39.4 of this Lease, are conditions of
this Option.
(Hi) Except for the provisions of this Lease 9ranting an option or options to extend the term, all of the terms and conditions of this Lease
except v.tIere specifically modified by this option shall apply.
(iv) This Option is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only
while the original lessee is in full possession of the Premises and without the intention of thereafter assigning or subletting.
(v) The monthly rent for each month of the option period shall be calCtJlated as follows, using the method(s) indicated below:
(Check Method(s) to be Used and Fill in Appropriately)
o 1.
,.
ClIS! sf bi iRB ASjIlStnUAt(sl (COl A)
OR (rill iA COlt 991ss):
tile Base ReAt sllall Be aEljllstell B~ the elleAge, if aA), trem tile Base MeAtIl speeifiell Bele ,iA Hie f:eRsllmar Pliee IAllell ef the Bllreel:! ef lalaer
Etatislies ef tile ".li:. gepaFlFRSRI sf laburklr (seleet eRe): &CPI 'AI (' '~aR "'8gB [aFReRi aAIl CleFisal IA/arners) ar &CPI " (^JI"~aR CeRsllmers),
fer(ritliRUmaA ^-ea):
'\II Items (19821981 - 199),llereiA FefeR'ellts as "CPI~
B. The maRlhl} fIlAI payable in asssrdanse ;Ih !laragra!lh '.I.a sf this Addsndum shaUl;s ealaulatell as feltO"'6: tile Qase Renl set feRh iA
p8r8l1Faptl 1.5 ef the BttBslleE! leasa, cllalllae mllltiplied by a fFaGti9R tll9 Rllm9r:ater of "fIlIsll stlBlllae tile CPI ef lAa ealeAdar mantll 2 maRths pFier 19
the FReAtll(s) slleaifieli iA paragrapll A .1.a. a13e e ElI:lFiRg . iliaR Ille aEljllstmeRI is Ie lalle eJJest, BREI the lleRamiRaler af 1:1iell slla1l be tile CPI ef the
aaleRdar meAIIl"rt1iatl is 2 FRSRthS pFier Ie (selest eRe): B tile first FRaRl1=l af tt:1e teoo af tllis lease as set fsFlt:1 iR par8grapl=l 1.3 ("Base rleAtlln) er B
(rill iROther"Base '~eRth'')"
TIle SUFRsa salslllatell sRall eeRstitl:lle Ille RB, meRtlll} reRIllerellRder,bl:lliA AS e eAt, sllall aA} SIlGI=l Re meRII<1t;, reAt13e lesstJIaR the reRt pa~able
klrlhemaRtlliFRFReElfalalj pfllGeaiRgthef8RtaEljIl&tFR9RI.
S. IA tha eIBAt Ite sempilatieR aAlI/sr pul3liaaliaR 9f IRe CPI sllalllle traRsfeR'e" Ie aA~ ather 119.emmeRtal aepaFlmeAI er 13I:1Feau or agoRG') er
,,"'alllae aissaRliRllea, Il<1aR the iRaeH mUGt ReaA) the same as IRa CPI shalllle I:Isell te make sllsh salsulalisA. IA t!=la a 'IIRt tllat tile PaFties saAAat
Biree eA Slla!=l alleFRsli'e iA"en, tileR tt:1e FRallsrshall Be sllllmitlell fer aeeisisR Is tile AmeRMA AFl:litmlioR '\5sesietieR iR aS6srdal16S ~th the theA
rules afsaia '\5sesialiaR aA" the aeeisieR efthe amitralsrs sllall13e BiRaiRlll:IPSR tile !laFties. Tile sasl efsai" AFtlitralioR shall lie Ilaia eltllal~, 13) the
".,....
o II.
,.
MaFllet RllRtal \f-alllll NjustmeRt(sl (MRli()
OR (Fill iA t1R" ^EljUGtmeRt gate(s))
the Base ReAtsllallbeaajl:lsledtatlle nrlarl1et ReAtal ''iitlle" aftlle prepeFt, as fells s:
1) rel:!r maAlAs pRar Ie eaall rtaAiet ReAtat Vallle ^EljllstmeRt gale asssFi13eli a13e e, Ite PaRies shall attempt Ie B!Jf8e I:IpeR tlat the Ae"
'lRl' riUbe SA the aajl:lslmeRI aate. IfagreeFReAt saRAelbe reashea, rithiRll1i~ "a~s, theA:
(a) Lesser aRa lessee sllall imFRsaialel) appeiRt a ml:ltl:!all) asaeptallle appmiser ar I:lrekerle esta13lisll tile Ae, ~lRl' rithiA tile Aelll a9
aa)s. 'R~ a&GGSiate9 6asl&",;lll;a splil equal~J laell'lSeR the PaFlies, sr
(Ill BsIIl Lessor aRlllessee sllall sasll immeaiatel) malle a reeseRa13le aslsfFfliAatiaA of the r1R1' aRa sl:lbm't SlieR aeteFmiRatieR, iR
PAGE 1 OF 2
INITIALS
@lOOO-AlRCOMMERCIAL REAL ESTATE ASSOCIATION
INITIALS
FORM OE-3-8100E
'FifA!I,leaftlilratiaAiRassaFdaASS iththefelleiA!lprsiuieRs:
(i) "~lhiR Hi aa,s IhereaAeF, Less8r sRlIlessee sRslI easll selest aA 0 appraiser 8r 0 I:1roker ("~aAIl:lltaRt.. sReek eAe) ef lReir
eRaiee t8 ast as SA aftlilF8ler. Ttle l' 8 aftlitF8lers ss app8imell sRall i~~ellialel, seles!: a thirll ff1l:lll:lal~, asseplallle CaAsl:lllaAlla asl as a lRiFd
-
(ii) The 3 aftlilFalsR; shall "rilhiR Jl} lI9)s eflh9 aplloiRlmeAleftRe l!:lint aftlitratarreagl1 a lIaeisieR as te ''hallRe astldal 'lAl'fer
tile Pre~ises is, aAlI 'helAer lesser's er lessee's sl:lll~ittell rlAl' is Ille sl8sesl Iherele. llIe lIeeisieR 8f a ~ajaFi4' ef the aftlilrat8rs shall lie lIiAlIiA!I
eRti:1e Paflies_ TReslJl:1~ittellrlR" 'hisl1 is lIelefRliRell Ie l:1e IRe sl8sesl181he sell:lsl riAl'sl1allIl1ereafterlie llselll:1) IRe Parties.
(iii) If eilher af the PaFties fails la alllloiRt aR afMratllr "rilhiR Ihe GIleeih1l1li lIa) G, the artJitrater limelj allFaiAtea lIy aRe ef Ihem
shall reash 9 lIesisi8A9R hisarhere 'Fl, aAlI saia lIesisioR sRalll:1e l:1iRlIiAl:I eRthe Paflies.
(i ) TIle eRtire Basi af slleR aftlitrati8R shell lie llailll:1) IRe p9Ft) rtlese sl:ll:1~ittell MR" is Aet seleel:ell, ie. Ihe 8Re that is ~J9T the
slesesttelReaBtllalflR-'!.
2) rJe1"ithstaRlIi"l:IlRe fere!leiA!I, the Re riP,)' shall Aet lie less IRaR the reAllla)allle fer 'he meRIA i~~elliatelj IHeselfRij IRe reAt
aajl:lstmeAI.
1:1. "pllRtheeslal:1lishmeRlefea,lltle t1aFkel~eRlal'!all:le:
1) the Ae t1R\' ;lIl1eoome Ihe Re "Base ReAt" ferti:1e pllFpeGe efsatslllaliR!I aRyfuFtRer ^lIjlJstmeAls, aAa
2) l!:le firsl ~aAth af eam HaRlSt R.eAtel 'tallJe tefRl shall lIesame the "9''' "9aGe 'leAth" fer the pUFpen IIf sail:; IlatiA!! aRY fuFtRer
AEljl:lSlmeRts.
Ii::J III. Fixed Rental Adjustment(s) (FRA)
The Base Rent shall be increased 10 the following amounls on the dales set forth below:
On (Fill in FRAAdjustmenl Date(s)):
May 1, 2009 (Same Rent)
The New Base Renl shall be:
$5,000.00
B. NOllCE:
Unless specified olherwise herein, nolice of any rental adjustmenls, olher than Fixed Rental Adjustmenls, shall be made as specified in
paragraph 23 of the Lease.
C. IilROKER'i Flil!'
TReBFllI1.erGshallllepaiaa8reksFa!lereefereamalijl!stFl'19Rtsllesifieaallaf9iRaS88FdaAse ithparagraphl!iefIRelaasll.
NOllCE: These fonns are often moc:lified to meet changing requirements of law and industry needs. Always write or call to make sure you
are utilizing the most current fonn: AIR Commercial Real Estate Association, 800 W 6th Street, Suite 800, Los Angeles, CA 90017.
Telephone No. (213) 687-8777. Fax No.: (213) 687-8616.
PAGE 2 OF 2
INI11AlS
@2000-AlRCOMMERCIAl REAL ESTATE ASSOCIAll0N
INI11ALS
FORM OE-3-8100E
ADDENDUM Paragraph 52
TO STANDARD INDUSTRIAL/COMMERCIAL
SINGLE-TENANT LEASE - Gross
DATED: Thursdav. April 17.2008
PREMISES: 225 Oran2e Show Lou San Bernardino
BY AND BETWEEN: The City urSao Bernardino ("Lessee")
& Ed and Jovce Seidner and James W. Redfern 2002 Familv Trust.("Lessor")
1. Lessee is a Self Insuring Entity and as such agrees to indemnify and hold harmless
Lessor(s) for any and all items that would otherwise be Insured through a
Commercially available insurance policy as set forth under Item(s) 8. of the Lease
Agreement.
AGREED AND ACCEPTED:
LESSOR: LESSEE:
By: By:
By:
By: By: