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14- Police Department
CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION From: Lee Dean,Chief of Police SubjeCt: Resolution of the Mayor and Dept: Police Department Common Council of the City of San Bernardino authorizing the execution of an Date: January 20, 2000 agreement with Steward Development to lease certain real property for the Area D Community Service Office and repealing Resolution No. 91-268. Synopsis of Previous Council Action May 8, 1991 -Resolution No. 91-268 authorizing the execution of an agreement with the Smart and Final Shopping Center to lease certain real property to be used as a Police Community Service Office for Area `D'. Recommended Motion: 1. Adopt Resolution. 2. Authorize the Director of Finance to amend the FY 1998/99 COPS Option Grant budget as outlined in the staff report. WAyNE ,AS TANT CHIEF OF POLICE Contact person: Lt.Jenifer Aragon Phone: 3845692 Supporting data attached: Yes Ward: Second FUNDING REQUIREMENTS: Amount: $1 per year x 5 years = $5 in lease payments Acct. 001-213-5181 $25,000 Tenant improvements Acct. 123-529-5505 Acct. Description: 1998/99 COPS Option Grant / Renovation of D'COP Council Notes: Furance Agenda Item No. i/ a� 1 ' , CITY OF SAN BERNARDINO — REOUEST FOR COUNCIL ACTION Staff Report SUBJECT: Approval of Resolution for the Relocation of Area"D"Community Service Office. BACKGROUND: We currently have an opportunity to relocate the Area "D" Police Community Service Center, which will enhance the area command and provide an attractive, functional environment for department personnel and community members. The relocation of the facility will provide a permanent structure and bring Area"D" into alignment with the other area commands. Since 1984, the Police Department has adopted Community Oriented Policing and established area commands throughout the city. Currently there are five area commands, each having at least one Community Service Office. In December 1987, a study entitled "An Analysis of Community Oriented Policing in the City of San Bernardino" was conducted to determine the appropriate location for the community offices based on established criteria. The specific criteria included optimal visibility, adequate parking, and a location within the area command that is convenient to the public. Currently, the Area "D" Community Service Office is located at 334 W. Baseline Street in a leased office at the cost of$1 per year. The lease has expired. The building has deteriorated and the walls are in need of painting. The roof leaks when it rains with the water running down the east wall of the office, and creeping across the carpet. The acoustic ceiling tiles are discolored and rats can be heard scurrying about. The exterminator has done what he can to arrest this problem; however, the ceiling tiles are again ruined soon after their replacement. The "D" Area Community Service Office staff has grown to include two Area Detectives, a Crime Prevention Specialist, and the Distressed Neighborhood Grant Team, which increased the number of personnel by twelve. The size of the current office is inadequate to provide efficient working space for this number of employees. Mr. James Sharer(Facilities Management) and EDA, made inquiries about a suitable location for relocation along the Baseline Corridor. None were available. An inquiry was made about expanding the current location however the property manager did not respond. Members of the Baseline Area Business Association (BABA) were contacted for suggestions. The only suggestion given was the abandoned Obershaw Toyota property on `E' Street south of Baseline. When contacted, Mr. Obershaw said that because of the costs he incurs for that property he could not afford to provide it for police use. The proposed relocation will move the Area "D" office from 334 W. Baseline Street to 711 W. 2nd St #A. The new location complies with the site selection criteria as established in the December 1987 study. A lease agreement between the City and Steward Development will provide the new location at a cost of$I per year, for a term of five years with an additional five-year option. The new location provides the necessary space for expansion and provides for the professional image associated with the Police Department. The new location is of similar type and appearance as the other area command offices, which will establish consistency throughout the department. The selected location also provides a permanent location for a term of five to ten years. FINANCIAL IMPACT: A one-time cost of$ 25,000 is required for tenant improvements. The improvements will include removing walls and doors between existing interview rooms to create offices and a break room, paint, wallpaper, telephone and computer lines, and an exterior sign. The funding source is the fiscal year 1998-1999 COPS Option Grant. All originally approved items have been ordered or purchased and savings are available in various line items within the grant for this cost. A budget amendment is required to transfer the following amounts to 123- 529-5505 (Professional/Contractual): $15,000 123-529-5112 (Small Tools and Equipment) 7,400 123-529-5702 (Computer Equipment) 2.600 123-529-5701 (Motor Vehicles) $25,000 There is no significant change in the annual operating expense. RECOMMENDATION: 1. Adopt the resolution. 2. Authorize the Director of Finance to amend the FY 1998/99 COPS Option Grant budget as outlined in the staff report. I RESOLUTION NO. 2000- 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 3 SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH STEWARD DEVELOPMENT TO LEASE CERTAIN REAL PROPERTY FOR 4 THE AREA 'D' COMMUNITY SERVICE OFFICE AND REPEALING RESOLUTION NO. 91-268. 5 6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 7 8 SECTION 1. The Mayor of the City of San Bernardino is hereby authorized and directed 9 to execute on behalf of said city an agreement with Steward Development to lease space for 10 the Area `D' Police Community Service Office, a copy of which is attached hereto and 11 12 marked Exhibit `A' and incorporated herein by reference as thoughtfully set forth at length. 13 SECTION 2. Resolution No. 91-268 is hereby repealed. 14 15 SECTION 3. This resolution is rescinded if the parties to the agreement fail to execute it 16 within sixty (60) days of the passage of this resolution. 17 18 19 20 21 22 111 23 24 25 26 27 28 Wo N //' 'V106 i 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 2 SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH STEWARD DEVELOPMENT TO LEASE CERTAIN REAL PROPERTY FOR 3 THE AREA `D' COMMUNITY SERVICE OFFICE AND REPEALING RESOLUTION NO. 91-268. 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 5 6 Common Council of the City of San Bernardino at a joint regular meeting thereof, held on the 7 _day of 2000 by the following vote, to wit: 8 Council Members Ayes Nays Abstain Absent 9 ESTRADA 10 LIEN 11 McGINNIS 12 SCHNETZ 13 14 SUAREZ 15 ANDERSON 16 MILLER 17 18 Citv Clerk 19 20 The foregoing ordinance is hereby approved this day of 2000. 21 Judith Valles, Mayor Approved as to form City of San Bernardino 23 and legal content: 24 JAMES F./PENMAN 25 City A 26 By i 27 28 LEASE AGREEMENT BY AND BETWEEN ALLAN STEWARD,INC. 104 EAST STATE STREET REDLANDS, CA. 92373 1909) 335-0333 ( 'LANDLORD" ) AND CITY OF SAN BERNARDINO SAN BERNARDINO POLICE DEPARTMENT CHEIF OF POLICE 710 NORTH "D" STREET SAN BERNARDINO,CA 92401 ( 'TENANT" ) - I TABLE OF CONTENTS BASK LEASE PROVIQIONa 1 Effective Data Tenant 1 Tenant's Trade Name � Premises Address Premises Size Term 1 Fixtrring Period Commencement t Fixed Minimum Rent 2 Rental Adjustment Date 2 Percentage Rate (brPenxrrfage Rental) 2 Initial Estimated Common Area Expenses 2 Use of Premises 2 Security Deposit Broker -2 - 2 Addresses for Notices 2 QUIRATrVE PROWSIO S 2 ARTICLE 1 Premises 2 1.1 Leased Premises 2 1.2 Construction of Improvements 3 1.3 Picturing Period 3 1.4 Tenants Acceptance of Premises 3 1.5 Rental Commencement Date 3 1.6 Changes 3 1.7 Relocation 3a ARTICLE 2 Business Rights and Restriatlona 3 2.1 Use 3 2.2 Environmental Restrictions 2.3 Use Restrictions ARTICLE 3 Term 5 ARTICLE 4 Rent 5 4.1 Fixed Minimum Rent 5 4.2 Percentage Rent 4.3 Rental Ad?wtrnsnt 4.4 Late Pay r 5 5 4.5 t Partfel Month Fist 4.6 Gross Santa 4.7 Records 4.8 Aud t 7 — I ARTICLE 5 Common Area 5.1 Definition 5.2 Use 7 5.3 Maintenance 7 7 5.4 Records 7 5.5 Tenant's Contribution 7 5.6 Operator and Control 5.7 Employee Parking 5.8 Obstruction ARTICLE 6 Merchants Associati ARTICLE 7 Taxes --- . 7.1 Personal Property T 7.2 Real Property Taxes g ARTICLE 8 Utilmes 9 ARTICLE 9 Repairs and Aksrations 9 9.1 Leasehold Improvements 9 91 Landlord's Repairs 10 9.3 Tenant's Repairs 10 9A Service Contacts 10 9.5 Alterations 10 ARTICLE 10 Insurance 11 10.1 Use, Rate 11 10.2 Liability Insurance 11 10.3 Worker's Compensation insurance 11 10.4 Fire insurance 11 10.5 Business lntermpton lnaurance 12 1 O.6 Waiver of Subrogation 12 10.7 General Req 12 10.8 Blanket Iraurallte 12 ARTICLE 11 Damage and Restoration 12 11.1 Duty to Resters 12 11.2 Election to Tsrttiina0t 13 11.3 Rent Adjuatrntnt 13 � ARC Quiet Enjoyment 17 AR-n.ag-nCLF 9.1 Subordination 17 ARC Offset StatemerH 18 ARTICLE 25 Default 25.1 Notice and Remedies 18 25.2 Tenant's Property 18 25.3 Notice of Tem*j3don 18 25.4 Waiver of Notice.Performance by Landlord 18 25.5 Interest 19 25.6 Other Remedies 19 19 ARTirJ F 26 Insolvency 26.1 Breach of L e 19 26.2 Operation of Law 19 26.3 Nan-Waiver 19 19 ARTICLE 27 Remedies Cumulative 20 ARTICLE 28 Management of Shopping Center-Collection Charge 20 ARTICLE 2a Attorneys' Fess 20 , ARTICLE 30 Warier of Default 20 ARTICLE 31 NO Pertrwwshrn ARTICLE 32 .. subtanancles 20 W Agnri F '!9 Successom 21 ARTICLE 34 Removal of Tenant's Property 21 ARTICLE 35 Effect of Conveyance 21 ARTICLE 36 Interprsted"Amerrdnrent 21 ARTICLE 37 -- Time of Eeana 22 ARTICLE?A Brokers 22 ARTICLE 39 Corporate Reeolutlons 22 ARTICLE 40 Security Deposit 22 40.1 DepoSitt 22 40.2 Perfonnanee 22 ARTICLE 41 Option To Renew 23 Addendum To Leese Agreement 232 TABLE OF EXHIBITS Shopping Center •A• She Plan •w Landlord Improvement Specilleadone C. Sign Criteria 'D' Delivery EsWppel ( revue• Y SHOPPING CUMA SPACE LEASE THIS LEASE ('Lsasv� N entered Into as or the;date set forth below by and between ALLAN STEWARD, INC,a CalHomla corporation ('Landlord ) and Tensht This Lessor is made and entered Into with rispe4lathe following facts: A. Landlord is ft owner of the Premisesp(ea hereineRer defined), or is the Tenant of the Premises pursuant to the terms of a Lem under which Landlord is entitled to Sublease the Promisee to Tenant. B. Tenant dash," to lease the Pramisee from.Landlord. � I 7 . NOW, THEREFORE, the Parties hereby agree as follows: BASIC fASE_PROVISIONS Effective Date: .................................................:.: Ja=mry 24, 2000 Tenant ................................................................•;Cityof$anBernardino Tenant's Trade Name: ....................................... :San'Bemardino Police Department Community Police Facility Premises Address: 711rA 2ND STREET SAN BERNARDINO, CA 92405 County: .............................................................. So d6ardln0 Promises$lea: ............ Apa"stely2. 500net rentable square feet . ...................................... Term: .................................................................. Sixty (60) months, computed from the first day of the first calandaunanth on or after the Rental Commencement Date. The Rentai Commencement Date shall be fixed in a Delivery 'Eatgppe4to be executed by Landlord and Tenant in the farm 'atW0W hereto as ExhibVE". Page 1.of 23 Fixed Minimum Rent.........................................- ; :2W1E i_nN Ooliara per year, payable in equal monthly 1-1014110 of Zam to " Dollars during the Term, subject fo airx pursuant to Section 4.3. F. Rental Adjustment Date:...................................... .:'NOl'N,�pljable. Percentage Rate 00Ps"nfsga RonhO:.............. .QI I ( 0 %). Initial Estimated Common Area Expenses:.......... Zjjr g v0 1 per square foot of Promises Size per month, subje ft adjustment pursuant to Section S.S. Use Of Promises:.............................-.................. Community Police Facility. The Promisee shall be used solely for the use stated above and for no other use or purpose. Security DepooM................................................. 7 Q411 A r Broker................................................................... :.katApplic-able, Addresses For Notices: LANDLQBQ TENANT ALLAN STEWARD, INC. _'"'�' CITY OF RAN BERNARDINO 104 SUITE EAST STATE STREET Attention: Chief of Police SUITED 710 North '04 Street ( 909) 33 03 92373 Son Bernardino, CA 92401 1909) 335-0333 These Basic Lease Provisions are intended.,tp;@ugplement and/or summarize the provisions set forth In Me Operative Provisions of this Lease. If them is any cdnflet between any provlalons contained in those Basic Lease Pmvfsiona and the Operative Provisions of this Lease, the Operative Provisions of this Lease shall control. OPERaVE FIRMSIONS ;.NRTlC4�E '1°jtFtnfFQ 1.1 Leased Promisee. Landlord hereby Imes gjito Tenant, and Tenant hereby leases from Landlord, those certain Promises lbonslafing of land and builffings.and Improvements) located as set forth In the Basic Lease Provisions {horaMeMr refarsd to as the 'Promim-it. The Premises are outlined in red on Exhibit 'B' attached hereto and made a part hereof. The Promises,am part of the shopping center(hereinafter referred to as Me"Shopping Center') described in EXHIBIT'A" attached hereto and made a part hereof. The Premises will consist of approximately eta nunter of square het set faith in the Basic Lease Provisions. �Pes9�(?s . t �a, jµ 1.3 Fxturing Period. improvement obligations (bereinafter referred to u the 'Completion Date') at least the Is is t!it Basic Lease Provisions prior to the Completion Date(the 'F mcemeot'). After Landlord notifies Tenant of the Completion Dale, and «qutremeata of Section 9.5 of this Lease, Teoant shall have the right to ante purposes of equipping,and.fixturing the Premises, so long as such entry does not interfere In the edetst tbat'Teoant enters the Premises prior to the Renal Commencement Date, as permitted by this paragraph, all of the provisions of this Lease %ball be in full force and effect except the rent provisions. improvements to the Premises Gave been $uhslantially-completed (whether or not Tenant is then ' union of the Premises as permitted in paragraph 1.3). Tenant shall deliver to Landlord a list of items cant deems necessary for Landlord to ,..plan or oerreat a order for the Pramiaaa to.:W arrsptabla. I A40TTIVIall complete or comet each item contained in the list delivered by Tenant to Landlord other than Wlpr wch Landlord may contest. If Tenant fails to deliver the list to Landlord within the five (5) day bed in this paragraph, Tenant shall be deemed to have accepted the Premises as being in ■ good able i:oodicion and shall be deemed to have approved the construction u having bees completed in and workmanlike fashion:' In the event Tenant dots deliver such list to Landlord within the five ( od described in this paragraph, .Tenant shall be deemed to have approved the construction as havin mpleted in a good and workmanlike fashion and shall be deemed to have accepted the Premises as being in a I.S Rental Commencement Date. The Rental Commencement Date shall be fixed in a Delivery Estoppel to be ecuted by Landlord sad Tenant within five (5) days after. ,Tcoant is tben-in possession of the Premisey ea- mi—d a. h. impo-C.—ts to tile Picomises in b-ft IA Chan_pe5. Landlord shall have the right, af,any,time, to change any or all of the following items so long as the change does not substantially interfere with the iagmukto.and egress from the Premises or the flow of vehicular tnfric in the Shopping Ceoter: - (a) The location, in the Shopping Center, of the'Building in which the Premises are located (but such change +hall not be made following tha completiorvof the Premises). (b) The location, in the Shoppiog Center, of the Premises (but such change shall not be made following the completion of the Premises). (c) The plot plan of the Shopping Center.. .. ARTICLE 2 BUSINESS RIGHTS AND RESTRICTIONS 2.1 Use. Tenant shall have the right to use the Prer i%es for the use act forth in the Basic Lease Provisions. No Other use of the Premises$ball be permitted. Nothing contained herein shall be deemed to give Tenant any exclusive right to such use in the Shopping Center. Tenant shall not use orotcupy the Premises in violation of law or of the certificate of Occupancy issued for the, Building, and shall, up�o written<notica from Landlord, discontinue any use of the Premises which is declared by any governmental authority, having jtlriadictioa to be a violation of law or of said certificate of occupancy. Tenant shall comply with any direction of any'govemmental authority baving jurisdiction which shall, by reason of the suture of Tenant's use or occupancy of the Premises, impose any duty upon Tenant or Landlord with respect (2.1 cantirrt ed on page 4) - - Page. of 23 t'T 12100111Oe of Tw^• Landlord shall have the right at any time and tram time to time, upon ninety (90)days prior written notice to Tenant to rebate Tenant to other Premises within the shop buildings, subject; however, to jtie idilewing terms and conditions: Promises A The Relocation Promises shall have eppryZlmately the same rentable square footage as is contained in the Promises; B. The Relocation premises shall be leased to Tenant on the same terms and conditions as provided In the Lease, except that if the rentable square footage in the Relocation Premises is more or less than that contained In the Premises, there shall be a proportionate adjustment of Base Rent, and Tenant's share of the "costs and expenses of operating and maintaining the Center Common Facilities,' based upon the rentable square footage In the Relocation Promises; C. Landlord shall pay to Tenant expenses reasonably Incurred by Tenant in the physical relocation of Tenant's personal property, within thirty (30) days following receipt from Tenant of an itemized list of said expenses and copies of all invoices with proof of payment, and D. Landlord and Tenant, during said ninot (90)days period, upon; shall mutually agree in writing (t) the scope end cost of all leasehold,-improvements to be constructed at the Relocation Promises, which.aheil`,1#o, substantially similar to those of the original leased Premises, adj eted'pryporCOnetery for size; (!i1 the extent of Landlord's contribution to,tlte cost thereof, if any,and; (N)) a dmstabla for their completion. Landlord and Tenant shall use best efforts and act in good With to agree on the terms. 0 Landlord and Tenant cannot so agree, then in Landlord's reasonable dl=ebcn. Landlord may elect to either, (a) submit the dispute to binding arbitration for resolution,or (b) upon written notice to Tenant within thirty (30) days after the expiration of said ninety (90) day period, to terminate this Lease by thirty(30)days written notice. E. If Landlord elects to exercise Its right of relocation, Tenant will be given the choice of spaces within the shopping center(Sae Witifts 'A' 8 'B' attached) that are available for tenancy and of comparable size. Tenant's choices would not Include spaces occupied by other tenants or spacea:anyrlikha commitment had been made to another party, Also, Tenant's choices would!be II.Mited to only already completed buildings. Pape 3•a z o. to the Premises or with respect to the use or occupation thereof, Tenant shall not do or permit to be done anything which will invalidate or increase the cost of any fire extended. coverage or any other insurance policy covering the Building Complex and/or property located therein and shall ,comply with all rules, orders, regulations, recommendations and requirements of the Pacific Fire Rating Bureau or any, other organization performing similar function. Tenant shall promptly, upon demand, mimburae Landlord for apy.addit neat premium charged for such policy by reason of Tenant's failure to comply with the provisions of this Article, but such reimbursement shall mot be construed as curing Tenant's default for failing to =reply with the provisions of thii.Article. Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenons or occupans of the Shopping Center, or injure or annoy them, or use or allow the Premises to be used for my improper, immoral, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises. Tenant shall not commit or suffer to be=remitted any waste in or uppp„iQe�premises. 2.2 Environmental Rstrirtioru. Tenant shall not engage in any activity on or about the Premises that violates any Environmental Law, and shall promptly at Tenant's sole cost and expense, take all investigatory and/or remedial action reasonably required by Landlord or ordered or required.by say governmental agency or Environmental Law for clan-up and removal or any contamination involving any Plarardous Material creatrd. caused directly or indirectly or materially contributed to by Tenant. The term 'Environmental Law' shall mean any federal, state or local law, .tarut., ordinance or regulation pertaining to health, industrial hygiene or the =viroamanul conditions on, under or about the Premises, including without limitation, (i) the Compreheasivo-Environmental Response, Compensation and Liability Act of 1980 ('CERCLA'), 42 U.S.C. Sections 9601 at seq.;_,Oat the Resource Conservation and Recovery Act of 1976 (-RCRA'), 42 U.S.C. Sections 6901 at seq.; (iii) Cali fomiaHealth and Safety Code Section 25100 at seq.; (iv) the Safe Drinking Water and Toxic Enforcement Act of 1986, Califamia Health and Safety Code Section 25249.5 at seq.; (v) the Federal Water Pollution Control Act, 33 U.S.C. Sections 1151 etseq.; (vi) the Porter-Cologne Water Quality Control Act, California Water Code Section. 13000 at seq.; and-(vii)Califomia Civil Code Section 3479 at seq., as such laws are amended and the regulations and administrative codes applicable thereto. The term 'Hazardous Material' includes, without limitation, any material or substance which is (a) defined or listed as a 'hazardous waste', 'extremely hazardous waste', 'restrictive hazardous waste' or 'hazardous substance' or ceosidered a waste, condition of pollution or nuisance under the Environmental Laws; (b)petroleum or a petroleum product or ftaction thereof; (e) asbestos; and/or (d) substances known by the State of California to cause cancer.and/or reproductive toxicity. It is the intent of the parties hereto to construe the term 'Hazardous Materials' and Environmental Laws' in is broadest sense. Tenant shall provide all notices required pursuant to the Safe Drinking Water and Tm11C Enforcement Act of 1986, California Health and Safety Code Section 25249.5 at seq, Tenant shall provide prompt written notice to Landlord of the existence of Hazardous Substamces on the Premises and all notice of violation of the Eaviro ncemul Laws received by Tenant. Tenant shall not bring onto, create or dispose of, in or about the Premises of the Project, including but not limited to its sewage or storm drain Systems, any Hazardous Substances. Notwithstanding the foregoing. Tenant may utilize the Premises for the storage of Hazardous Substances which ■m reasonably and actually required in the normal operation of Tenant's business, so long as Landlord has not given Tenant written notice prohibiting the storage or use of the specific Hazardous Substance in question, provided that Tenant shall not store excess quantities of any Hazardous Substuces..in the Premises, and shall in no event store or warehouse quantities of Hazardous Substances in the Premisee•in excesi of that amount which would be consumed or sold by Tenant's mormal operations within sixty (60) days. All Ha ardeui Substances stored within the Premises shall be clearly labelled and adequately safeguarded so u to avoid any spill or release of such Hazardous Substances. 2.3 Use Restrictions. Tenant shall not be permitted to; (i) cooduct nay auction or bankruptcy sale; (it) conduct any fire sale; (ii) conduct soy closeout sale except at the expiration of the lease term; or, (iv) sell any so-called 'surplus', 'Army and Navy' or 'se=mdband' goods as those terms are generally used at this time and from time to time hereinafter, in, an or from the Premises, Page 4 of 23 ARTICLE 3 TERM The Term shall commence when Landlord has substantially completed construction of the Premises and the Shopping Center in which the Premises are located pursuant to the provisions of EXHIBIT 'C', or oa the data upon w Tenant has first opened for business from the Premises, whichever event occurs first. The parties $ball immediately execute a document is the form of Exhibit 'E' to this Lease stating the date of commencement of the Term when it has been ascertained. The Term shall be u set forth in the Basic Lease Provisions. In the event that Landlord is unable to deliver possession of the Premism to Tenant within eighteen(Ie) maaths following the execution of this Lease, this Lease shall automatically terminate and be of no further farce or effect. - ARTICLE 4 RENT 4.1 Fled Tfin'mum Rent Tenant shall pay a fixed minimum met to Landlord at address set forth for notices to Landlord, or at such other address as may be specified by Landlord, without prior de't deduction or setoff during the term of this Luse. The feed minimum rent shall be payable on or before the first day of each calendar month during the term in the amount set forth in the Basic Lase Provisions. 4,2 Per�tale Retest, at the time and in the manner herein specified u percentage rental hereunder a sum equivalent to the a nay, by which the percentage set forth in the Basic Lease Provisions as the 'Percentage Reat' of the as defined btlow) in any mcadh exceeds the fixed minimum rent payable during the same mooch. �+ithia eta (10) days afrer the end of each calendar the term hcrecf, commencing with the teach (10th) day of the month foilowing the commemamtnt a u bemimabove provided), and eading with the tenth (10th) day of the mooch next succeeding the last the lease term, Tenant shall furnish to Landlord, a the place where tint is then required to be paid a terms hereof, a statement in writing, certified by a duly authorized officer or represeatative or to be correct, showing the total gross sales made tin, upon or from the Premises during the pr eedar mooch, and shall accempany each such statement with a payment to Landlord equal to the percentage 4.3 Rental 4digarnent. date set forth in the Basic Lease provisions as the rental adjustment date, u follows: The base for determining the adjustment shall be the Consumer Price than Consumers, for the Les Angeles-Anaheim-Riverside Area (1982-84 >. 100) published by the to Department of Labor, Bureau of Labor Statistics (Index) which is published for the calendar me 3) months prior m the first full month of the lean term (Beginning Index). If the Iadez published oath which is three (3) months prior to the adjustment date (Exteamo Ind") has incensed over the g Index, the fixed minimum rent for the following year (until the next teat adjustment) shall multiplying the fixed minimum teat for the initial full mooch of the term by a fractica, the aunt -ch is the Extension in and the denominator of which is the imin Beg g Index; provided, however, that Index shall be converted in accordance with the conversion factor pub ' apart me nt of Iahar , Burner of labor Statistics. If the Index ' unng the team o!this Lmse, such other government ind Us it is replaced shall be used in order to obtain substantially the same result u would law" d.d Iate_�. Tenant hereby sclmowledges that late payment by Temaat to Landlord of rent and othac sins due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will ba Page 5 of 23 -- extremely difficult to ascertain. Such Costs include, but are not limited m, processing cba>•ges, accotmting Charges and Tate charges that May be imposed on or incurred by Landlord. Accordingly, if nay Imtallnsent of real or any other sum due from Tenant shall not be received by Landlord or Landlord's designee within five(S) days after such amount shall be dues then without any requirement for notice to Tenant, Tenant shall pay to Landlord a late charge equal to ten percent(10%) Of the amount which would otherwise be due. Additionally, Tenant shall pay to Landlord a charge of fifteen dollars (SIS-00) for each check which is dlabanared or returned by Tenant's bank for any reason. The parties hereby agree that such charges for late payments and for dishonored checks represent a fair and reasonable estimate of the cot Landlord will incur by reason of such occurrences. Acceptance of such charges shall in ao event constitute a waiver of Tenant's default with respect to such overdue or dishonored amounts, nor prevent Landlord from exercising any of its rights and remedies hereunder. 4.5 First— fonth. iFthe (a) Fixed minimum rmt for thath shall be prorated, so prorued shall be paid on rtY (70) day month. and as of the term. Irian to the rental due for the fuss full month Lease, and the daily minimum neat provided in this . - minimum tea[ paid for u in addition m ADGWW s in computing the percentage teat payable for thu 4.6 Gross Sales. elm n The entire amount charged for the full price at the time of the initial transoci for all merchandise sold or delivered or services rendered by Tenant whether or not actually received at the time of sale; amounts are (u) The gross amount received or charged by Tenant for merchan sold or services rendered pursuant to orders received by telephone, mail, house-to- oc by other Canving, and attributable to the Premises wbether or not filled elxw$e� , and, u (iii) All gross income of Teo= from any operatio , u, from or through the use of the Premiss,. including, but act limited to, ales made means of mechanical or other vending machines looted in, at or on the Premises, (b) There shall be excluded from gross ' or deducted therefrom if Previously included: - (i) Cash refunded or It allowed on merchandise returned by customers. (ii) Sales , excise taxes, or other similar rues. (c) The eaant' as used in this Paragraph includes the aimed Tenant and any agent employee, h' or Concessionaire of the named Tenant, or any other person or firm conducting m. at, BF 1h I 4.7 Retards, _ concessionaires to keep and preserve, for a period of not less than then 3 . term of this Lease or any extension thereof, complete, accurst ( ) years fall o original lease year in the Premiss, iaelud' of all amounts received during each between register deail taps. However, in the ease of a controversy tape teat payable hereunder, Tenant shall keep and preserve said records until the Form" dl� bearing directly on Tenant's gross sales hereunder, In audit' a a copy of Tenant's California State Sal ys o owing the date on which such return is filed with the Franchise 4.S Audi t. transacted in the Premises, whether or not included in 'grass sales'. If the audit di emea l for the period audited are inaccurate, adjustment shall be made i auoa by Landlord. If the audit further discloses that Tenant has understated t y two percent (2R) or more, Tenant shall immediately pay the cost of the a agesb r with any amounts due Landlord ss a result of such arcade tatemeat, which amounts ARTICLE 5 COWNION AREA S.I. Definition. The common area is that area within the Shopping Center which is ybitber occupied by buildings (excluding roof overhangs and canopies, columns supporting roof overhangs and canopies, mad subsurface fouts4ticos)nor devoted permanently to the exclusive use of a particular Tenant, except that areas containing pylon signs and buildings or structures which are used with respect to the operation of the common area shall be deemed to be part of the common area 5.2 Use. During the lease term. Tenant, its concessionaires, licensees, invitees, agents, customers and employees shall have the nonexclusive right to use the common area in common with Landlord, other owners of porticos of the Shopping Center, other lessees, and their respective concessionaires, licensers, invitees, agents, customers and employees, subject to the provisions of this base. 5.3 Maintenance. Landlord shall be mspeasible for managing and maintaining all improvements on the common arc in good and sanitary order, condition and repair, including making replacement where necessary, and in compliance with all governmental requirements, including, without limitation, () managing; (ii) cleaning and removing rubbish and dirt; (iii) providing labor, payroll uses, materials and supplies; (iv) providing all utility services utilized in connection therewith; (v) maintaining, repairing, replacing and providing reserves for replacement and remarking paved and unpaved surfaces, curbs, directional and other signs, landscaping, iighting facilities, drainage and other similar items; (vi) providing a :ty, public liability, property damage and other insurance an the common arc, (vii) providing tools, machinery and equipment used in coaaectioa with the above, (viii) paying all real property and personal property taxes and assessments levied or imposed against the common area; and, (ix) paying any regulatory fee or surcharge or similar imposition imposed by governmental requirements based upon or measured by (a) the number of parking spaces, (b) the area devoted to parking in the common area or (c) rents received by Landlord (excluding, however, any income tax payable by Landlord an its income generally), 5.4 Records. nose records shall u a r to"M ours at the affirrs of Landlord for g�ew4w� S.S Tenant's Contribution. fixed minimum rent to Landlord, Tenant's pro rata share of the ammmt of all expenses descri ph S.I. Tenant's pro rat! share shall be equal to the ratio which Tenant's floor tau ban to r area in the Shopping Center, whether or not then occupied. Tenant's monthly payment It be based upon equal monthly installments which have been estimared in advance by Landlo eular calendar year. Landlord may, within sixty (60) days after the end of such year, or as u may be practical, prepare an accounting of the actual eomman sin expense incurred during , upon completion of any such accoumling shall invoice-Tenant, or allow as s credit against tha in%Wlmemts mats due, as the case may be, the difference between Tenant's share of tba utua area expense incurred during such year, and the amount actually paid by Tenant with respect to common Page 7 of 23 possible, to an amount equal to ane•ewelfth (1/12) of the actual y Landlord to be encountered during the cu r arm of common area expenses shall be the amount set forth in the 5.6 Operation and Control. Landlord shall have general possession and control of the entire common area and may, from time to time, adopt rules and regulations pertaining to the use thereof. Landlord shall, except as otherwise provided herein, operate and maintain the Common area during the lease term. The manner in which the common area shall be operated sad maintained and the expenditures therefor shall be in Landlord's sole discretion. landlord reserves the right to appoint a substitute operator, including but not limited m, any Tenant in the Shopping Center, to carry out any and all of landlord's rights and duties with respect to the common am as provided in this Lase; and Laadlord=ay enter into a Contract either by a separate document or in a lease agreement with such operator oa such terms and conditions and for such period as Landlord shall deem appropriate; and, if Landlord don so, the substitute operator, rather than Landlord, shall be entitled to receive the management fee provided in paragraph 5.3. Except in the event that Tenant may, in the future, be appointed common area operator for the Shopping Center, Tenant shall have neither voice nor control in the operation and maintenance of either the cammoa am or the Shopping Center as a whole, and shall, specifically, have no control with respect to the identity or type of business operated by future tenants to be located witbia the Shopping Cen ter. Landlord specifically makes no representation with respect to the—istmce or continued operation of any business or any other tenant within the Shopping Center. 5.7 Employee Park iny. Landlord may designate what part of the common area, if any, shall be used for automobile parking by employees, Imsem. occupants and licensees. No employee of any such lessee, occupant or licenses shall use any part of the common area for parking except such area Or areas u may be so designated. landlord shall be entitled m enforce this provision by requiring the payment by Tenant ofsucb amount per automobile as may be determined to be appropriate by landlord from time to time for each day per automobile for each day automobile driven by an employee of Tenant. Tenant's agent, Ocupant, coa—ionaire or licensee is found parked within the common area, but outside of the specified am. 5.8 Obstruction. No fence, wall, structure, division, nil or obstruction shall be placed, kept, permitted or maintained upon the common am or any part thereof by Tenant, nor shall the sale, display, advertising, promotiea or stooge of mercbmdise or nay business activities of nay kind whatsoever be conducted therein without Landlord's prior written consent; nor shall nay persoa use the common area for solicitations, demonstntioos, or my other activities that would interfere with the conduct of business in the Shopping Crater or which might tend to create cisilj rder or C=`notioa. ARTICLE 6 - - MERCHANTS ASSOCIATION r Center, Tenant sball join and maintain membership in good standing 'to such t Ord or nay of the other reaaots of the Shoppm C rm such a Merchants Associatica in the future,Tenant shah su s do all things reasonably necessary in order to aid the formation of such Merchants ARTICLE 7 TARES 7.1 Personal Property Taxes, Tenant shall pay, before delinquency, all license fees, public Charges, Property taxes and assesmeats oa the ftrrnirun, futures, equipment, inventory and other property awned or being used by Tenant At nay time situamd on or installed in the Premises, together with dl lioeasa feet, permit fees, assessments and other cops levied, sm-A or imposed by law or ordinance upon Tenant or upon the business operated by Tenant, and shall. upon . requeu. deliver proof of such payment to Landlard ,gyp Page 8 of 23 f i 7a2 Real Proaerty Taxes. any and all real property taxes and general or special assessments and ttallmenu the . 'as oe rent which is substituted in whole or in art for real prop mg>oy fa imposed 6y a Ideal overamental hod m the P PertY meat and any lieeare g Y rent, and excluding federal and state income toes) which shall, during the levied or assessed against all or any portion of the Premises or imposed a aid real property toes and assessments for the fiat and but lease Yan h if necessary, be Prorated and apportioned between Landlord and Tenant to upca individual assess meat valuations (or proration) supplied by the County r other reguluory agency. Said proratiaas shall be conclusive upon both the parties othetwve mutusHY ages in writing. In the absence of a pro t by the County titsessar or other regulatory agCUCY of a written agree a parties, Tcoaat's share shall be determined by multiplying the atoauot arth is the to bill which includes the Premises by a friction in whirb the es the floor area of Tenant's Premises and the denominator is the floor area of as conunenaeaseat of the term are changed sa that a tax, attestmtat or excise on rents ar tax charge, or assessment, hawever described, is levied or assessed a east is whole or in Part for any real ro n2 east direct substimtioa P PAY Wes, Tenant shall a elinqueacy the substitute tax or excise on rents, but only to the extent that it can toed that there has been a substitution and, as a result Tenant has 6aa relieved fro Ymeat of real Property rues that would otherwise have been obligated to pay. T re of any to err excise oa rent u paragraph shall be subraati p rsttaat to this me as, and as a substitute for, the pavmeat of such real property taxes u provided in and expense to cootat the amauat or legality Of any said real property taxes cots on or attributable to the Preatlses, including the ri9St to apply for the ercof, provided, however, Tenact shall prosecute any such contest with du _,.ce and shall, forthwith upon the final deter—...inatian tbc=f, pay the amcuo rem, property cues and assessmeau oa or aetributable to the Premises u s0 der ogetber with any interest, penalties, costs and charges which may be Pays ton therewith. Prior to any such coctat, Tenant shall post such security or take other ARTICLE 8 UTILITIES Tenant shall arrange for all connection and hookup of, and sball pay, before delinquency, all charges for coca. M heetiag, ventilation, air conditioning, electricity, power, telephaae,..�11' and other utility services used m or serving the premises during the lease term. Nothing contained in this Lease shall limit Landlord in any way from granting or using easements ca. aaou, over and under the Shopping Center for the purpose of providing utility servireL ARTICLE 9 REPAIRS AND ALTERATIONS i.1 Umssehold Improvenefty. Teoaat, u in solo cost and eapeaae, shall be responsible for decorating and providing any Ica— ld improvements which may be required by Team at the commencement of the term_ sae! I -- 03 leasebold improvements shall be subject to the masonabli ipprgval of Landlord, which approval shall be obtained in writing prior to the commmtxmmt of any wnatrue{ipe,y `yd`jib want shall Tenant make any change to the exterior appearance of the Premiss, or any change to or opeoiugr'.yi fbe�itroemrol porticos of the Premises, including, but not limited to, bearing walls, roof and foundation, nor of the roof, unless Tenant shall have fiat delivered to Landlord a complete engineering analysis of the effects of,puch ebugs to the Premiss and shall have received Landlord's express written consent to such changes. Within fifteen (15) days following the completion of any improvements, Tenant shall deliver to Landlord a complete set of 'u built' blueprints. Tenant's failure to obtain Landlord's written consent prior to the commencement of say improvements shall be deemed'to be a material breach of this Lease. 91 Landlord's Repairs. Landlord shall, at its own expeasc, keep in good condition and repair the roof (excluding ceilings), downspouts and min gutters, foundations and structural portions of exterior bearing walls, but excluding any glass, windows, doors, skylights or other openings contained tberein. 9.3 Tenant's Repairs. Except as expressly provided in paragnph 9.2. Landlord shall not be obligated to make repairs, mplacem<eta or additions of any kind whatsoever upon the exterior or interior of the Premises. The Premises, together with any equipment, facilities or futures shall. sar Tenant's sole expense, t»kept, repaired, maintained, replaced or added to at all times by Tenant in good order and insanitary and safe condition and repair and in accordance with all governmental requirements and insurance requirements,specifically, including, but not limited to, all glass of the Premises (including but not limited to exterior plate glass) and the healing,-vcatilating and air conditioning system. Tenant shall be "pressty responsible for any maintenance or repairs required with respect to the utility lines, conduits or pips serving the Promises, whether or not located in or on the Premises. Notwithstanding anything to the coolrary contained herein, Landlord shall hive no obligation to repair any damage to the premises caused by any negligent or intentional act of omission of Tenant, and Tenant shall be solely responsible,foie.any. such required maintenance or repair, including but not limited to leakage "used by the installation or maintenance of Tenant's equipment on the roof of the Premises. Tenant hereby waives any right to make mpain to the Promises-eat Landlord's expense, whether pursuant to Sections 1941 and 1942 of the California Civil Code or otherwise. an independeor-It160cang contractor for the maintenance of the air conditioning, heating and ve systems serving the Premises, located on the Premiss, ge totbu wi ted equipment an RIM system located on the Premises, and (iii a e maint ¢ray Landlord installed security system, and dlord elect to contract for any or all of these services Tenant shall promptly mimbune Lao r the cast of such contra As to fifeenst 00 >•eceipt of Landlord's invoice for a hie6 invoice shall be rendered by Landlor ant not mom afters than monthly, Landlord shall have the right but n i ated to cornmen ae alcove service contrscu upon 10 daystswi" to Tenant and may at an time amend chars e at 9.5 Alterations. Tenant shall not make any alterations to the premiss whatsoever without Landlord's prior written consent, which shall be granted or denied Lo-soccrdmce with the provisions of paragraph 9.1. Any alterations made by Tanant shall remain on and he surrendered wid%tzh6.Pre®ss upon expiration or termination of this Lease, except that Landlord may elect, within ninety (90) days befom.expimtioa of the term, or within lea (10) days after expiation or termination of the term, to require Tenant to remove alteratiohr.that Tenant has made to the Premises. If Landlord so elects. Tenant, at its sole cost, shall restore the Premiss to a tenantable condition, reasonable wear and tear excepted, before the last day of the term, or within thirty (30) days after notice of election is gi0eo, whichever is later. if Tenant auks any alterations to the Premises as provided in this paragnpb, the altemlicas shall not be commenced until fifteen (15) days after Landlord has received notice from Tenant staling the date the installation of the alterations is to commence so that Landlord can post and record an appropriate notice of aovesponsibility. Page 16`off'23 ARTICLE 10 INSURANCE 10.1 Use, Rate. Tenant shall not carry my.stock.or goods or do anything in, on or about the Premises which will in any way increase insurance rates on the building is which the Premises at looted. In no event shall Tenant carry on any activities which would invalidate any insurance couesage thereon. Tenant shall pay on demand by Landlord any;increase in insurance premiums that may be charged because of Tenant's vacating or otherwise failing to occupy the Premises, but this provision shall not be deemed to limit in any respect Tenant's obligations under Article 14. _. 10.2 Liabilitv Insurance. (a) Tenant shall, at its sole cost and expense and at all times during the term of this Lease, or any eatensien th.r.of, e..w rain .ed carry for the joint benefit of Tenant and Landlord, bodily injury and property damage liability insurance by the terms of which Tenant and Landlord shall he indemnified against liability for any damage or injury to property or person (including death) occurring in, on or about the Premises, or any part thereof, or arising from the use or occupancy thereof, or arising directly or indirectly from any act or omission of Tenant, its employees, agents, concessionaires, representatives, assigns, guests or licensees. Said liability insurance shall be in an amount of not less than One Million Dollars ($1,000,000.00) combined single limit, and Tenant shall maintain with Landlord at all times during the term of this Laaae a currently effective certificate of insurance satisfactory to Landlord from each insurance carrier providing such insurance coverage. Tenant is self-insured for this arount. (b) Landlord shall maintain a policy or.policies of comprehensive liability insurance issued by nee or more insurance carriers, insuring against liability for injury to or death of persons and lass of or damage to property occurring in or on the common arey, except any portion thereof subject to Tenant's exclusive control. together with Tenant' pu m cc=11 with any claim 10.3 Worker's Compensation Insurance. in compliance with a s ;tai try insurance with miteimum coverage of Five gQJ 10.4 Fire irisurance. (a) Landlord shall pay for and shall maintain in-full forte and effect during the corm of this Luc a policy or policies of insurance covering the buildings located on the Premises for the perils normally insured under the California Standard Fire Insurance Policy with extended coverage, vandalism and malicious mischief, and sprinkler leakage (if applicable) endorsements &ruched, The Landlord may maintain in lieu of the extended coverage and vandalism and malicious miscbief endorsements, other broad form or all-risk tndorsezz=u which may broaden the perils insured against. In addition, the Landlord.may maintain flood and earthquake insurance coverage in its sole discretion. The property coverage shall be in an amount aqual to the full replacement cost (without deduction for depreciation) of the buildings insured. The policy may contain the stanciaird form leader's loss payable endorsement issued to the holder or holders of a mortgage or deed of trust-seetTmd by the Premises. premiums incurred by Landlord. foc,.suoh-insurance within ten (10) da a taint of Lndlord's statement therefor. If sua;iitsbraaca cov m addition to Tenant's Premises, Tenant's than of the premiums a e premium allocation made by the insurance carrier sad, if the a such■tlmnrion, then an the huffs which Tenant's ttoor area bees to the .7:'. Page 11 OU23 Policies of ivurano Covering Tea Wt's'seoef,[+•,in trade, trade fizm 0I e7 personal property looted in, on or about the Pr a want in Connection with its business. Such coven n a normalliinsured under the California Standard Fin Insurance policy 10.5 Btsines< InlitlTuotion i urance. N11 force and effect during the term of thin Lease a policy ofitmrance ' rant will be paid to Landlord for a period of not lei than rain sea an destroyed or tendered inaccessible by a risk insured a fin and extended coverage insurance, with vandalism and maliciosu mischief 10,6 Wai•er of Suhroeat'on. Each party Cipyured hereby waives its entire right of recovery against the other party, the other party's officers, directors, agents, reperaentstives, employes, successors and assigns with respect to any loss or damage, including consequential lou or damage is the insured's property nosed by or occuioned by any peril or perils (including negligent acts and willful misconduct) covered by any policy or policies carried by the insured. 121 General Reouirtment. .(a). All policies of insurance required to be;carried hereunder by Tenant shall be written by companies satisfactory to Landlord and licensed to do business in the State of California. (b) Pesch policy of public liability insuraaast4�quired to be carried by Tenant shall be primary and noncontributing with any insurance carried by the Landlord. (c) Each policy requited to be carried by.Teaatitahail. expressly include, severally and not collectively, as additional earned insured thereunder, Willard and any person or firm designated by Landlord, as their respective interests may appear. ...?f; (d) Each policy required to be carried by Tenant�sball sot be subject to cancellation or reduction in coverage, including cancellation for nonpayment of prdtniums, except upon at least thirty (30) days prior written notice to Landlord and each additional pamed.insured. The policies of insurance required to be carried by Tenant, or duly executed certificates evidencing them, together with satisfactory evidence of the Payment of premiums thereon, shall be deposited with Landlord prior to the commencement of the term or prior to Tenant's initial entry to the Premises for fixturing or other activity to be carried on prior to the commencement of the term, whichever occurs first, and not less than thirty (30) days prior to the upintion of the term of such coverage. If Tenant fails to comply with this requirement, Landlord may obuin such insurance and keep it to effect, and Tenant shall pay to Landlord the premium cost thereof upon demand with interest at the higbat lawful rate from the date of paymcat by Landlord to the date of repayment by TeaanL 111 Blanket Insurartm Landlord and, upon Landlord's written consent. Tenant, shall be entitled to fulfill its insurance obligations hereunder by maintaining a soKalted-•bhmkee' policy or policies of insurance in such form as to provide by specific endorsement coverage not less than that which is required hereunder for the particular property or interest referred to herein. ARTICLE 11 DAMAGE AND RESTORATION 11.1 Duty to BS1U - It the improvements an thn Premises or the Shopping Center are partially or totally damaged by fin or other e,,u.l y an as is become pvfia}fy or totally uotcauLable, which damage is insured against under any policy of fin and exteedad coverage insurance tbep covering tha damaged improvements, this Lease shall not Page 12 of 23 s` terminate and said improvements &hall be rebuilt by Landlord-with due diligence at Landlord's expense unlew LAndl0rd elects to terminate this Lease as provided in paragraph 11.2. 11.2 Election to Terminate If either the improvements on the Premises or the Shopping Center as a whole, are damaged by an insured casualty to the extent of at bast twenty-five percent (2591) of their respective replacement cost (cost to repair or replace at the time of loss without deduction for physical depreciation) during the term of this Lease other than during the last three (3) lease years of said term,.or to the extent of at least ten percent (10%) thereof during the last. three (3) yean of aid term, or to any extent by an uninsured muse at any time during the lease term, or by to insured or uninsured muse during any extension or renewal of{Lan lease term, Landlord shall, within not more than ninety (90) days after such damage, notify Tenant of L&ndlord's.electioo to terminate this Lease or to restore the improvements on the "Premises ana such portion of the improvements in the balance of the Shopping Center as in landlord's sole discretion is necessary to crute en economically feasible commercial unit. If Landlord elects to repair or restore the damaged improvements, then with respect to the Premises, Landlord and Tenant each shall restore them in the same manner and to the same extent u work was done by each of them in the original construction and fixturinng of the Premises, and the damaged improvements in the Was" of the Shopping Canter shall likewise be restored to the extent required in the preceding a nteote. If Landlord elects not to restore, as aforesaid, this Lease shall terminate effective u of the date of such damage upon the giving of notice of election by Landlord u aforesaid. If Landlord elects to restore or fails to give notice of its election as aforesaid, then this Lease shall remain in full farce and effect. .11.3 Rent Adiustment. If this Lease is not terminated as provided in this Article 11, then during the period of repair and restoration, if and only to the extent that Tenant's payment obligations under this Lease would not be covered by rectal interruption or other insurance required to be carried by Tenant pursuant to the terms of this Lease, the fixed minimum mot shall be abated by that proportion which the floor area rendered unusable as a result of such damage bears to Tcoant'& total floor area before such damage. In no event, however, shall Tenant's share of common area expenses be abated unless the common area expenses paid by each of the other tenants located within the Shopping Center are abated by Landlord. ARTICLE 12 E.MTNENr'DOMMN 12.1 Definition. If there is any taking of an damage to all or any part of the Shopping Center or any interest therein bemuse of the exercise of the power of eminent.domain or iavdrse condemnation, whether by condemnation proceedings or otherwise, or any transfer of any part thereof or my interest therein made in avoidance or threat thereof(all of the foregoing being hereinafter referred to as 'eking') before or during the term hereof, the rights and obligations of the parties with respect to such taking shall be as provided in this Article 12. 12.2 Total Taking. If there is a taking of all of the Premises, this Luse shall terminate u of the date of such taking. 12.3 Partial Taking. If twenty-five percent (25 R) or more of the floor arm of Tenant's Premises shall be taken, tither party shall be entitled to terminate this Luse, or if twenty-five percent (2SR) or more of the floor area of all buildings in the Shopping Center shall be taken, whether Tenant's Premises are taken or not, Landlord (but not Tenant) shall be entitled to elect to terminate this Lease; and the terminating party shall give the other party written notice of such election not later than thirty (30) days after the date Landlord delivers notice to Tenant that possession of title to the portion of the Premises taken bas vested in the condemnor. if neither party gives such notice or less than twenty-five percent (u%) of the floor area of either Tenant's Premises;or buildings in the Shopping Center shall be taken, this Lease shall remain in full force and effect and real shall be adjusted as provided in paragraph 12.6. 12.4 Termination Date. If this Lease is terpinated in accordance with the provisions of this Article 12, such termioatioa shall become effective as of the date phyaitafpasaeesion of the condemned portion is taken by the condemning authority. . . Page 13 of 23 12,5 Repair and Restora6an. If this Lease jai apt tirptioated as provided in this Article 12, Landlord may, at its sale expense, mAom with due diligence the remainder.at the Lesprovementa occupied by Tenant so far u practicable to a complete unit of like quality, character and condition as tbai-wrilth existed immediately prior to the taking, provided that the scope of the work :ball not exceed the scope of t6o'wprk to be done by Landlord originally in constnrcting the Premises, and further provided that Landlord shall not be obligated to expend an amount greater than that which was awarded to Landlord for such Waling. 116 Rent Adisutment. If this Luse is pot terminated as provided in this Article 12, and until such time as Landlord may restore the Premises pursuant to this Article,12, the fixed m;pimum teat shall be adjusted by that proportion which the floor area taken from the Premises been to Teaant'stotal floor area immediately before the taking. In no event, however, shall Tenant's sham of common area expenses be abated unless the common area expenses paid by each of the other tenants located within the Shopping Center are abated by Landlord. 12.7 Award. The entire award or compensation in such proceeding, whether for a total or partial taking or for diminution in the value of the leasebold or for the fee shall belong to and be the property of Landlord, provided that Tenant shall be entitled to recover from the enodemeor such compensation as may be separately awarded by the condemnor to Tenant or recoverable from the condemnor by Tenant is itt own right for the taking of trade fixtures and equipment owned by Tenant (meaning personal property, whether or not attached to real property, which max be-removed without injury to the premises) and for the expense of removing:and relocating such personal property. ARTIOLE'13 INDENRq= WAIVER 13.1 Indernnitv, Tenant shall defend, indemnify and shall save and hold Landlord harmless from and against any and all liens, claims, demands, actions, causes; ofactiou, obligations, peoaltiu, charges, liability, damages, loss, cost or expense, including reasonable attorneys' fees for the defense thereof, arising from or connected with (a) the conduct or management of the business conducted by Tenant on the premises or any portion of the common arm which is under the exclusive control of Tenant (the Premises and such portion of the common area which is under the exclusive control of Tenant being referred to as 'Lessee's Premises' for purpos s of this Article 13,) or (b) the use or occupancy of Tenant's Premises, or from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Teaaat to be performed pursuant to the terms of this Lease, or (c) from violations of or noncompliance with any governmeaul requirements or insurance requirements, or (d). from Lay acts or omissions (including, but not limited to, negligence or willful miscccduct) of Tenant or any invitee, ,guest, Agent, patron, license, vender, concessionaire or employee. - 13.2 Waiver. All property kept, stored or maintained on Tenant's premises shall be so kept, stored or maintained at the sole risk of Teasel. Landlord shall cot be liable and Tenant waives all claims against Landlord for damages to perwas or property sustained by Tenant or by any other person or firm resulting from the building in which the Premises arc located or by re=c of Tenant's Premiss or Iny equipment located tbereon becoming out of repair, or through the acts or omissions of any persons present in the Shopping Center or renting or occupying any pan of the Shopping Center, or for loss or damage resulting to Tecanr.hr:its property from burst, stopped or leaking sewers, pipes, conduits or plumbing fixtures, or for interruption of any utility services, or from any failure of or defect in any electric line, circuit or facility or any other type of improvement or service on or furnished to Tenant's Premmises or resulting from any accident in, on or about Tenant's Premises or the building in which the premises are lowed. ARTICLE 14 OPERATION OF BUSINESS 00113111 operating hours of similar businesses, but at 1 - t g t ours a day; (ii) ad to payees to handle the maximum business and arty sufficient stock of Page 14 of 23. Y O�--s9r=+Y—�+�—•�.-.s (iv) keep the Premises and exterior and interior portions of windows, doers and all other glass or plate glue fixtures(n a nut, clean, sanitary and Safe condition; [+itausmal oam- ` ' (vi) use for office or other non-SnIIia �� only uch Space as is reasaeabl " - Y purposes Y spa y required for Tenant's bueinedY, (vii).refrain from burning any papers or refuse of soy kind, or otherwise creating jay noxious or offensive odors or' fumes, in the Shopping Center, (viii) store in the area designated by Landlord all trash and garbage in neat and clan icontainers so as not to be visible to members of the public shopping in the Shopping Center ix) observe and promptly comply with all governmental requirements and insurance requirements affecting the Premiseyor my part of the common area which is under Tenant's exclusive control and promulgated during the term of thialAin; (z) not use the Premises or Suffer or permit the Premises or any part thereof to be used is any manner that wjlI:comstirute a.nuisan" or uar"' cable annoyance to the public, to other occupants of the Shopping Center or to the Landlord,or that will injure the reputation of the Shopping Center, or for any extra hazardous purpose, or in any manner that will impair the structural strength of the building of which the Premises are a part; and, (xr) keep sidewalks adjacent to the Prcmiaes clean and free from visible trash, papers, oil, gum and other debris. Tenant covenant, and agrees not to install, use or , allow to be installed or used, upon the described Premises, any gaming machines or devices without the prior written consent of Landlord, including. but Got limited to. Video game machines. ARTICLE 15 SIGNS, FIXTURES, RESTRICTIONS RE EXTERIOR )5.1 Fixtures. All fixtures installed by Tenant sbalflse am or completely reconditioned. Tenant shall cot make or cause to be made any attentions, additions or improvements ta-ihc building, or install or erect or "use to be installed or erected any signs (including, but not limited lo, exterior signs,,window signs and signs painted on doors or windows), floor covering, exterior lighting, plumbing, fixtures, shades.of awnings, radio or television micana, satellite dish or similar devices, or make any changes to the store front or exterior of the building, nor shall tenant install my loud speakers, sound amplifier or similar devices which.would_be heard in adjoining Suit" or outside Tenant's Pretrtises without first obtaining Landlord's written approval and"augii. Tenant shall present to Landlord plans and specifications for such work at the time approval is Sought. 15.2 Signs Tenant will not place or Suffer to be placed or maintained on any exterior door, wall or window of the Premises soy Sipe, awtung or canopy, or advertising matter.or other thing of any kind and will not place or maintain any decoration, lettering or advertising matter on the glass of any window or door of the Premises, or instal any sign or advertising material within IS inches of a window (or in any location if installed in sucb a manner as to be primarily visible form the exterior of the Premises) without first obtaining Landlord's written approval and cooscnt. Tenant further agrees to maintain such sign, awning, canopy, decoration, lettering, advertising matter w other thing as may be approved in good condition and repair at all times. Tenant: &hall not place or Suffer to be placed any marchmdia, equipment or other items outside the building on the Premises. ARTICLE 16 LIENS Tenant shall keep the Premises and the Shopping Center free of my liens or claims of lies arising from any work performed, material furnished or obligations ineumd by Timadf in connection with the Premises. If Tenant disputes the correctness or validity of any claim of lies, Tenant shall,'wbl+ls,i.1 tea (10) days after written request by Landlord, record such bond m will release said property from the lies claimed:, Ieeatrt shall defend, indemnify and hold Landlord harmless from and against soy all cost or expense, including but norHmfled to attomeya' fen, arising out of any lies or claim of lien on the Premises. A Page 15 of 23 ARTICLE 17 RIGHT OF ACCESS Landlord and its authorized agents and representatives shall be eatitled to eater the Premises at all Mangum. times for the purposes of: W inspecting them; (ii) making repairs which Landlord is obligated to make under this Lass.; (iii) curing a default of Tenant; (iv) posting nay notice permitted by law that would relieve Landlord from responsibility for the acts or omissions of Tenant; (v) exhibiting the premises to prospective buyers, lessees or lenders; and, (vt)pouting ordinary signs advertising the Premises for ale or for lease during the last one hundred eighty (180) days of the tam or my extended term hereof. ARTICLE 18 LIMITATION ON LIABILITY in the event of any actual or alleged failure, breach or default hereunder by landlord (a) Tenant's sole and exclusive remedy shalt be against Landlord's inters[ in ping Center. (b) No partner, master lessor, officer, agent m employee o ord shall be surd or named as a parry in my suit or action, or served with process, or to answer or othewiu plead to any service of process, nor will my judgment be tak my partner, master lessor, officer, agent or"toyee of Landlord. Any judgment atnst any partner, muter lessor, officer, agent or employee of Landlord rosy be set aside at any time once pro MOC, and no writ of execution waill ever be levied a of my partner, toaster lessor, officer, agent or employee of Landlord. (c) aanu and agreements coouincd within this Article 18 shall inure to the benefit of and shall bee INNER ARTICLE 19 ASSIGNbfENT AND SUBLETTING 19.1 Consent Rto irtd. Notwithstanding mything to the contrary contained herein, Tenant shall not assign this Lease or any interest herein, or sublet, license, grant say concession or otherwise give permission to anyone other than Teeaet to rue or occupy all or any part of the Premises without the prior written consent of Landlord. The ale, assign t. transfer or disposition, whether for value, by operation of law, gift, will or intestacy of n rweary-five percent (25%) or more of the issued and Outstanding stock of Tenant if Tenant is a corporation; or, (ti) the interest of any general partner, joint veirure, association or co-Umancy shall be deemed an assignment of this Icue under this paragraph. Landlord and/or Landlord's agent shall be entitled to an application fee of Five Hundred Dollan (S500.00) be paid at the time Of application for approval Of any assignment or subletting as a condition precedent to the processing of any such request for Landlord's consent. Such fee is a processing fee only, however, and shill in no way obligate Iaadlord to consent to the requested assignment or subleases 19.2 Gene" L'ordltiars- Ica the event of any assignment of this Lease, Tenant shall remain primarily liable under this Ieaae Such liability shall continue througbout the remaining tam of this Lease, including any mnewal terms, notwithstanding any subsegtrat or further assignment of this Lease, whether or a"Tenant has eoasmted to or approved such avigtanent. Nor shall such liabtliry be e:lingaished or reduced by any later amendment of modifiatian of this Lease wbatbar or not Tenant approves or consents to Inch amendment or modification. Ica the event of any assignment Or sublease, the assign or sublessee shall agree in writing to perform and to be bound by all of the covenants of this Loss required to be performed by TeamL Landlord's approval of one assignment or sstbktting by Tenant of its inteee in this Lease shall trot be deemed to be an approval of my f ether assignment or subletting. Page 16 of 23 r� ARTICLE 20 NOTICES Whenever under this Lew provision is made for notice or demand, it shall be in writing and signed by or on behalf of the parry giving the notice or malting the demand and served by personal delivery, registered or certified mail or by telegraph. If served by registered or certified mail, it shall be deposited in the United States mail, postage prepaid, with return receipt requested, addressed to the party to whom such notice of demand is to be given at the address stated is the Basic Lean Provisions, as the ease easy be, and shall be conclusively deemed served on the date iadiated on the return receipt and if the receipt is not returned, then fortyeight (48) hours after mailing. If served by telegraph, service to the addressee shall be conclusively deemed made as confirmed by the telegraphic agency making delivery. If served by personal delivery, service shall be deemed made as of actual delivery. The address of tither party may be changed for the purpose of this paragraph by written notice to the other party. ARTICLE 21 SURRENDER OF POSSESSION 21.1 Surrendtr. At the expiration or other termination of this Lease, wbether by lapse of time or otherwise, Teaser shall surrender the Premises at of such date broom clean and in good condition and repair, reasonable wear and tear excepted. 21.2 Aotdio% O.M. (a) If Tenant holds over after the expiration of the term hereof with the express consent of Landlord, =h holding over shall, in the absence of a written agreement be deemed to have created a tenancy from month-to-montb, terminabla on thirty, (30) days written notice by either party to the other, at a axed minimum rental aquaI to two hundred percent (200%) of the axed minimum renal in effect immediately prior to the expiration of the term, and at a percentage rental equal to two hundred percent (200%)of the perceatage rental in effect immediately prior to the expiration of the term, and otherwise subject to ill terms of this Lease. Nothing conuined in this paragraph shall be coestrurd as consent to such holding over by Landlord. (b) If Tenant fails to surrender the demised premises upon the terminatioa of this Lease, Tenant shall defend, indemnify and shall hold Landlord free and harmless from loss or liability resulting from such failure, including, without limitation, the generality of the foregoing, any claims made by any succeeding tenant arising out of such failure to surrender the Premises. ARTICLE 22 QUIET ENJOYMENT Subject to the provisions of this Lease and cooditicned upon performance of all of the provisions to be performed by Tenant hereunder, Landlord shall secure to Tenant during the lease term the quiet and peaceful possession of the Premises and all rights and privileges appertaining thereto. ARTICLE 23 SUBORDINATION Tessat agrm that this Lew, at Landlord's option, shall be subordinate to: (a)any first and juttior mottpges or fast and junior trust deeds that may berrsfier be placed upon the premises and to may advances to be made themmder. any inrere ll Thereon and all naewals, nplacements and extemions thereof, provided that much mortpgeas or benefidaries rust r0qu4se troeh athardinatien and thenesfur agree m wntmg to nscogttim this Lau in the event of fsreclaeste if Ttmam is Page 17 of 23 thereafter, elect to terminate Tesant's right to possession and this Lease in the rent tba at such time Tenant romaim is default hereunder. 25.4 tVx*i er of Notice - Performance by Landlord. Notwithstanding any provision of this Article 25, if, (i) Tenant fails to comply with any governmental requirement, Tenant shall not be eatitled to notice of dews from Landlord or any right to cure beyond the period within which such compliance may be required by such governmental requirement; (ii) if this Lease expressly provides that this Lease may be termiaatad effective on service of notice, Tmaet shall be entitled to cure its default only if the right to cum is required by law; or, (iii) if, in Landlard's judgment, the coatinumca of any default by Tenant for the full period of notice provided for heroin will jeopardize the Premises or the rights of Landlord, Landlord may, with or without notice, elect to perform those sets in respect to which Tenant is in default for the account and at the expense of Tenant. If by reason of such default by Tenant, Landlord is compelled to pay or elects to pay any sum of money, including, but not limited to, reascaable anomeyi fees, such mm or sums so paid by Landlord, with interest thereon from the date of such payment at the rate provided in paragraph 25.5, shall be due from Taamt to Landlord on demand. 2S.S rnterest. Any amount due to Landlord not paid when due shall bear interest at the maximum rate allowed by law from the date due. Payment of each interest shall not excuse or cum my default by Team under this I aaw 25.6 Other Remedies. Nothing contained herein shall limit Lmdlord to the remedies set forth in this Article 25 and, particularly, those which are set forth in paragraph 25.1, and upon Tenant's default, Landlord shall be entitled to exercise my right or remedy tbea provided by law, including, without limitation, the right to obtain injunctive relief and The right to recover all damages caused by Teaaat's default in the performance of my of its obligations under this Learn. Tenant, along with all other remedies afforded herein, shall slice the right to my and all other remedies at law or in equity. All remedies shall be distinct, separate and cumulative, none being to the exclusion of the other. ARTICLE 26 IlVSOLVENCY 26.1 Breach of Lease. The filing of my petition by or against Tenant under any chapter of the Bankruptcy Act, or any successor statute thereto, or the adjudication of Tenant u a bankrupt or insolvent, or the appointment of a receiver or trustee to take possession of all or substantially all of the assets of Ttamr, or a general assignment by Tenant for the beoefit of its creditors, or any other action taken or suffered by Tenant under any suit or federal insolvency or bankruptcy act, shall constitute a default under and breach of this Lease by Tenant, regardless of Tenant's compliance with the other provisions of this Lease, and Landlord, at its option and by written notice to Tenant, may exercise all of the rights and remedies provided for in Article 25, including the termination of this Leese, effective on the service of such notice, without the necessity of further notice under Article 25. 26.2 Operation of Law. Neither this Lease nor my interest herein, nor any estate created hereby, shall pass by operation of law under any state or federal insolvency or bankruptcy act to any trusts, receiver, assigns for the benefit of creditors or any other person whatsoever without the prior written consent of Landlord. Any purported transfer in violation of the provisions of this paragraph shall constitute a default under and breach of this Lease, regardless of Tenant's compliance with the other provisions of this lease, and Landlord, at its option and by written notice to Tenant. may exercise all of the rights and remedies provided far in Article 25, including the termination of this Lase, effective an the service of such notice without the aecessity of further notice as provided under Article 25. 26.3 Non-Waiver. The acceptance of tent at any time Lod from time to time by Landlord from Tenant as debtor in possession or from a traasfriea of else type one itiaaed in pafagnph 26.2, shall not preclude Landlord from exercising its rights under this Article 26 u my time thereafter. Page 19 of 23 ARTICLE 27 REMEDIES CUMULATIVE The various rights, elections and remedies of Landlord and Tenant contained in this Lease shall be cumulative and no one of them shall be construed as exclusive of any of the others, or of any right, priority or remedy allowed or provided for by law. ARTICLE 28 MANAGEMENT OF SHOPPING CENTER - COLLECTION CHARGE Landlord may. at any time, engage a otsoager to operate the Shopping Center on Landlord's behair event. Tenant shall pay to Landlord, within tan (10) days after tat tut ttaora often than monthly. Tenant's ro ea led by such manger (which administrative fee shall not in caUectioo charge of Sevmry Five Dollars (575.00) for In addition, Tenant sball pry u Landlord a which may be due under this Lease. preparation of each deemd for delineumt rt9astrd,(nr Other sums ARTICLE 29 ATTORNEYS' FEES If either party to this Lease brings any action or files say Proceeding against the other pa* arising out of this Lease or for the declaration or interpretation of say rights heznmder, the prevailing party therein :ball be entitled m recover from the other party all vests and expenses, including tusenable attomeys' fees, incurred by the prevailing party U determined by the court. Lf either party ('sacoodary Parry') without its faeir is made a party to litigation instiNted by or against the other party (-primary pasty'), the primary party shall pay expenses, secondary Party all costs and espeas , including reasonable attorneys' fns and any judgment rendered, insured by the secondary Parry in connection therewith. ARTICLE 30 WAIVER OF DEFAULT The waiver by either parry of any default in the perfortmrce by the other of any covenant contained herein shall not be construed to be a waiver of any preceding or subsequent default of the same or any other wveaaat contained herein. The subsequent accept--- of rent or other sums hereunder by Landlord shill not be deemed a waiver of soy preceding default other than the failure of Tenant to pay the particular rental or other stun or portion thereof so accepted, regardless of Landlord's knowledge of such protedinq default at the time of acceptaa=of such rent or other sum. ARTICLE 31 NO PARTNERSHIP Landlord is Oct and :ball not be deemed to be in any way or for any purpose an agent, employer, principal. Puma,joint vecA=or member of any joint enterprise with Tenmt. ARTICLE 32 SUBTENANCIES Tha voluntary ere ether surrender of this Lease by Tenant or a M1mW amcallation of this Laasa shill not affect a o� of such , at Landl rd s off• �tt Al existing abamaecies or operate as cep &W pMent to LaadJard of Page 20 of 23 ARTICLE 33 SUCCESSORS Subject to the restrictions oft assignment or subletting contained herein, this !.coat shall be binding upon noel shy!] inure to the benefit of the parties b mto and their success ors. The term '.,�.�...,.n' is used herein in its broadest and ble meaning and includes, but is not limited to, every person succeeding to my interest is this Lew or to the Premises of Landlord or Tenant herein, whether such succession results from the act or omission of such party. Each covenant and condition of this Lase shall be binding upon all assignees, agents, subteaaats, li,sma and cone- iomaims of Tenant ARTICLE 34 REMOVAL OF TENANT'S PROPERTY Upon the expiration of the term of this Lease or upon any earlier termiaatiml hereof, Tenant shall immediately remove, at its own expense, all trade futures, equipmmt, merchandise and personal prmpwV(collectively called 'Lessee's Property') Which were installed by Tenant m any sublessee, concessionaire or licensee in or upon the Premise; butt, if Tenant is in default, Teeact shall not remove Tenant's property unless notified by Landlord to do so. In case of any ittj a y or damage to the building or any portion of the Premises resulting from the removal of Tenant's property, Tenant dmu Promptly Pay to Landlord the coat of repairing such injury or damage. In the event Tenant should fail to complete smeh removal promptly, Landlord May remove my or all items of T—art's property from the Premises and dispose of them in any manner consistent with law and Tenant shall pay upon demand to Landlord the nano! ex pesue of such teem-4 and disposition together with interest at the rate prescribed in paragraph 25,5 from the date of payment by Landlord uaud repayment by Tenant. ARTICLE 35 EFFECT OF CONVEYANCE If, during the term of this Lax, Landlord conveys its iatercst in the Premises, or this Lou, then from and after the effective date of such conveyance, Landlord shall be released and discharged from any and all further obligations and responsibilities under this Lease, including, but cot limited to, those relating to any security deposit held by Landlord, except those already accrued of which Landlord has notice at the time of conveyance. ARTICLE 36 LNTERPRETATI ON/AMENDMENT The not off«t the ap6ocs by which the Articles and paragraphs of this Lease are identified are for convenience only sad shall interpretation the mf this Late. Wherever the context so requires, the singular number shall include the plural. the plural shall include the singular, the neuter gender shall include the masculine and the feminine genders. If there is more tbm one signatory hereto as Tc=t, the liability of such signatories shall be joint Lad several. If any provision of this Lease shall be held to be invalid by a court, the remaining provisions shall remain in full fora and effect and shall in Le way be impaired a attached It is velars tbd that tbem are no oral agreements between the parties bereto affecting this Lease or any Addenda attached hereto and this Lease (together with any Addenda attached hereto) supersedes and cancels .ray and all previous negotiations, agreements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Landlord to Tesract with respect to the Premises described herein, and coo such eatsmanua or ancillary material shall be used n interpret or construe the terms of this Lase. Them shall be no modification ac amendment of this Lau except u may be executed in writing by each of the parties hereto. 1 Page 21 of 23 ARTICLE 37 TMIE OF ESSENCE Time is of the essence of each provision of this Lease. All provisions relating CO time shall be Strictly construed. ARTICLE 38 BROKERS Landlord represents that it has utilized no broker with respect to the arrangement, negotiation or execution of this Lease, except AS may be set forth in the Basic Lease Provisions. Tenant agrees to defead, indemnify and hold Landlord harmless from and against any cost, claim or damage incurred by Landlord as a result of say claim by my broker or other person seeking a commission, finder's fee or similar payment with respect to the amogement, negotiation or ezecutica of this Lease, other than as may be payable to the broker (if any) set forth in the Basic Lease provisions. ARTICLE 39 CORPORATE RESOLUTIONS If a corporation executes this Lease u a tenant, Teaaat shall promptly furnish Landlord certified corporate resclurions arresting to the authority of the officers executing this Lease on behalf of such eorponi ica. ARTICLE 40 SECURITY DEPOSIT 40.1 Deposits, Tenant has deposited with Landlord the sum set forth in the Basic Lease provisioat as the Security Deposit to be retained with Landlord u security for the faithful performance by Teaut of all of the terms, covenants and conditions of this Lease by Tenant to be kept and performed, which deposit shall be increased from time to time as the Minimum 'kcc r I rental inc._aces, so IS to maintain at all times during the term the same ratio between the Seeuriry Deposit and the Minimum Annual Rental as exists a the commencement of the term. In the event that Tenant is not then in default, any unused portion of the security deposit shall be returned to Tenant within vent that ( en days following the expiration of this Lase. In no event shall Landlord be obligated to pay interest an such security deposit. Landlord may commingle such funds with other funds of Landlord. The taking of such security by Landlord shall m no way be a bar or defense to any action in unlawful detainer or for the recovery of the Premises or for any other aetial which Landlord may, at any time, institute for the breach of any term, coveaaar or condition contained herein. 40.2 Pv�forma^t: . In the event of failure of Tenant to keep and perform any of the terms, covenants and conditions of this Lease to be kept and performed by Tenant during the term of this thereof, then Landlord, at its option, may appropriate and apply said entire deposit,orosoanm h thereofras mayobe necessary to compensate Landlord for loss or damage sustained or suffered by Landlord due to such breach on the part of Tenant. Should the entire deposit, or any portion thereof, be appropriated and applied by Landlord for the payment of overdue rent or other sums due and payable by Tenant to Landlord hereunder, then Tenant shall, upon the written demand of Landlord, forthwith remit to Landlord sufficient current funds to restore said security to the original sum deposited and Tenant's fa}Itat to do so within five(S)days alter receipt of such demand shall constitute a material breaeh of this Lease. r Page 22 of 23 ARTICLE 41 OPTION TO RENEW Tenant is hereby granted the option to extend the term of this Lease for ONE(1) FIVE(5) year period, hereinafter referred to as the "Extended Term", by giving notice of exercise of the option ("Option Notice") to Landlord at least three (3) months, but not more than one(1) year, before the expiration of the Basic Term, or the then current Extended Term, as the case may be; provided, however, that if Tenant is in default on the date of giving any such Option Notice, shall be totally ineffective, and provided further, that if Tenant is in default on the date that the Extended Term would otherwise commence, such Extended Term shall not commence and this Lease shall expire at the end of the then current term. Tenant shall have no other right to extend the term beyond the last extended Term described herein. During the Extended Term all of the terms and provisions contained herein shall apply except that commencing at the beginning of each Extended Term, the Annual Basic Rent shall be increased to an amount set forth in the Renewal Addendum attached hereto, or if no such addendum is attached. the Minimum Annual Rental shall continue to increase in accordance with the provisions of Section 4.3 of this Lease. IN WITNESS WHEREOF, the parties have executed this Lease to be effective as of the date set forth in the Basic Lease Provisions. LANDLORD ALLAN STEWARD, INC. APPROVED AS TO FORM y/ tu Titlep Ay,* yt�,ItypM�T+� AND LEGAL CONTENT JAMES F. E�IAN TENANT CITY OF SAN BERNARDINO C ATTORNEY By: JUDITH VALLES, MAYOR Page 23 of 23 ADDENDUM TO LEASE AGREEMENT BETWEEN ALLAN STEWARD, INC. (LANDLORD) AND CITY OF SAN BERNARDINO (TENANT) DATED: JANUARY 24, 2000 LANDLORD AND TENANT ACKNOWLEDGE THAT: A. Landlord approves and consents to Tenant placing on Tenant's entry glass door and/or glass store front a replica of the San Bernardino City Sea( and a replica of the city of San Bernardino Police department Badge, provided that, each replica is less than four feet (4') high nor more than two feet (2') wide. LANDLORD 'TENANT ALLAN STEWARD, INC. CITY OF SAN BERNARDINO By- By: �� " JUDITH VALLES, MAYOR Title:W,{1'GD/W tbyFt/,Zwe- APPROVED AS TO FORb[ & LEGAL COINTENT JAMES F. NNIAN By: C ATTORN Page 23a of 23 i66 .J , B.' Z )MIM.- �NTEst r 27 s O C C I FM N oz 2 in ofd I N STREET 0 1 i r I H m Ulf ...� �TT�i ► I i I i ,a m r r 1� 2.:0°aa n y nua .• � \ p -I. - \ n D 3` j m I I tyty y C `9 Im q I I I j J t P�TLE55 Ci MEET ��I EXHIBIT t'C't TENANT IMPROVEMENTS Tenant improvements, per the attached floorplan, will be completed by and at the expense of the tenant.wkh the 9mapsiat4 99 ikess n@jaej in eRhibif G . The items Endorsement below constitutes Landlord agreement to all improvements noted per attached floorplan. LANDLORD: TENANT: ALLAN STEWARD, INC. CITY OF SAN BERNARDINO By By: Tit46ALW-Aic. JUDITH VALLES MAYOR APPROVED AS TO FORM & LEGAL C NTENT JAb�S tN By: CITY A 01: „ � L FW + moo§ / - r ` 4k�it � A�� > \ jr - £20 ;o ]woo \ ) / 7228 - � £ F% \ - - 22 , w <a� �/ ±wuja ) . _ *� » U) ` ® I ° w _ Z 111 2 Gi o LU Jn \� � / t • ; . \ 0 � a2 § U]a � �'A � /\2\)Ir * 0So } ~ ` } i \) ) // §k Iii®� _ I � -- ; /\ — - g AS EXHIBIT "E" DELIVERY ESTOPPEL COMMENCEMENT AND TERMINATION DATE OF LEASE AND LESSEE'S OBLIGATION Pursuant of the terms and conditions contained in this Lease: 1. The Commencement Date of the term of the Lease is, or shall be deemed to be January 24, 2000. 2. The date upon which rent shall commence is January 24, 2000. 3. The date upon which the term of this Lease shall expire is February 1. 2005. 4. The date upon which Tenant received the keys to the Premises is February 1. 2000. DATED this day of January, 2000. LANDLORD ALLAN STEWARD, INC. BL1.Z APPROVED AS TO FORM TENANT & LEGAL CONTENT CITY OF SAN BERNARDINO JA.vIES PENMAN By: XWO By: CITY ATTORNE JUDITH VALLES, MAYOR i i Beist Marshalls Plaza San Bernardino California Sign Criteria EXHIBIT "D" SIGN CONSULTANT & DESIGN APPROVAL Quiel Bros. 272 South I Street (909) 885-4476 San Bernardino, CA 92410 Fax (909) 888-2239 I. GENERAL Signs are not only effective as store identification but area source of interest,excitement and good advertising when designed with taste and in harmony with the design standards of the shopping center. The sign regulations herein have been set up for the purpose of achieving the best possible effect for store identification and overall design,while allowing each tenant creativity within the limits of their leasehold. Experience has proven that all stores in the Center benefit by the establishment of sign controls such as herein set forth. I II. APPROVALS A. The design and construction of tenant's exterior sign must receive written approval by landlord's design consultant prior to fabrication and installation. Landlord's approval shall be based on: 1) Conformity to the sign criteria established for the center, including fabrication and method of installation. 2) Harmony of the proposed sign with the design standards of the Best Marshall Plaza and co-tenants. Landlord has the specific right to refuse approval of any sign which does not conform to the specific criteria set forth herein. B. To secure landlord's approval, tenant agrees to coolorm to the following procedure: 1) One copy of the detailed sign design drawing of the sign submitted to Landlord at: Allan Steward Inc. 104 E.State SF. NQ Redlands,CA.92373 AND: 2) Four copies of the detailed sign design drawing of the sign submitted to Landlord's sign consultant at: Quiel Bros. 272 South I Street San Bernardino,CA.92410 C. Unless Landlord and design consultant have both received the above described plans in the quantities set forth above. Landlord will not approve tenant's exterior sign. The sign drawings are to be prepared b a reputable state licensed sign contractor.The sign drawings must indicate the following information: 1) A scaled storefront drawing reflecting the proposed sign design and all dimensions as it relates to the storefront elevation of tenant's premises. EXHIBIT "D" Formerly C-1 2) A plot plan indicating location of tenant sign. 3) Sizes of sign letters must be accurately dimensioned and spaced and drawn at a minimum of%"=1'-0"scale. 4) Section through sign and facia to show its construction methods. 5) Plexlglass colors,paint finishes and types of materials. 6) Neon tubing sizes,colors,wattages and intensity. All drawings marked"Disapproved"or"Approved as Noted" must be re-submitted as here and above set forth in paragraph"B"with required corrections. Tenant or its sign contractor will not be permitted to continence installation of the exterior sign, unless the following conditions have occurred: 1) A stamped set of the final sign drawings reflecting Landlord or Landlord's design consultant's approval are retained at tenant's premises at all times during the installation of design and for a period of thirty(30)days thereafter. 2) NOTE! No sign shall be constructed until approved building permits from the City of San Beinardino Building and Safety Department are received. 3) Tenant or it's sign contractor must obtain Landlord's approval of the date the sign installation is to occur, which approval must be obtained no later than 24 hours prior to installation date. 111. GENERAL SIGN CRITERIA&RESTRICTIONS A. Each tenant shall be permitted one illuminated Pan Channel Letter sign to be located only on the space and on the surface specially provided for same on the building exterior in accordance with the drawings attached hereto.'No other signage is permitted on the exterior of the premises. Tenants with a corner unit will be permitted two signs providing the sign area does not exceed the maximum allowed by city codes or as designated in this sign criteria. B. Sign length shall not exceed 70% of leasehold width or in the event of a sign band end wrap return which is less than leaseline,shall be computed at not to exceed 70% of sign band width. Signable area shall be centered on facia vertically and horizontally. Maximum and minimum letter heights are reflected on page C-6 hereto. Optional logo plaques and special one piece Pan Channel Letters are subject to approval by landlord or his designated agent. C. The advertising or information content on the sign shall be limited to letters designating the store name or established trade logo as set forth in signed lease documents between tenant and landlord. Tenant shall displav their established trade names only. The trade name may be used only one time per permitted sign location. No additional advertising will be permitted, ie: "Discount Sales", "Quality Shoes", "Ladies Wear",prices,etc. or miscellaneous brand names included in their operation. EXHIBIT "D" Formerly C-2 _uwaaswtrw.a,.�.�� D. The face colors and type styles of all signs shall be subject to Landlord's approval. In the event the tenant does not have an established exterior sign identity, the Landlord recommends that the lettering style be designed by the sign contractor to reflect a visually exciting look. Established trade logos and signgage shall be permitted providing they conform to the criteria described herein. E. Logo cabinets used in conjunction with individual letters will be considgred a part of the sign,subject to Landlord approval. F. The Tenant shall pay for all signs, their installation(including final connection, transformers and all other labor and materials)and maintenance. Tenant sign contractor must file,pay for and obtain any licenses, permits and variances as required for sign installation. G. Note, page C-5, C-6,C-7 and C-8 are an integral part of the exhibit. Please refer to these pages for additional information,location and fabrications. H. No box-type signs will be permitted 1. Individual shop address numerals will be installed by the Landlord 1. No signs will be permitted on any awning. K. No temporary signs of any nature will be accepted without prior written approval by Landlord. L. No tenant shall affix or maintain upon any glass or other material oil the storefront signs unless they shall first have received the written approval of the Landlord,other than the signs shown on the following pages of the criteria. IV. FABRICATIONAND INSTALLATION A. The fabrication and installation of all signs shall be subject to the following restrictions: 1) All Channel Letters are to be fabricated 22 GA.Sheet metal with welded sea ns filled and buffed prior to painting. Fabricated full welded aluminum letters with aluminum backs will be permitted. Channelume, Channel Classic and Channel Let-R-edge type letters will not be permitted due to rapid deterioration factor(no exceptions). 2) Letter faces shall be 1/8" thick,flat surface colored Plexiglass as manufactured by Rohm &Haas or approved equal. Painted plexiglass will not be permitted. 3) a. Retainer trim cap shall be Y4" bronze" Plasco" brand trim cap edge. Retaining screws shall be N7 x 3/8 Phillips-type sheet metal screws. All trim cap retaining screws must be painted to match bronze trim cap color. b. 5" deep letter returns shall be painted minimum of 2 coats of #8540A Dark Bronze Dupont Centari acrylic enamel as manufactured by Dupont(enamel finish,to be semi-gloss). EXHIBIT "D" Formerly C-3 4) Neon tubing will be 13 millimeter,3" on center or less. 5) 60 MA. High power factor transformers shall be used for all neon tube system. 6) PK Housings or Hage connectors shall be used for all neon tube system. 7) All sign letters shall be secured by concealed fasteners,stainless steel or nickel or cadmium plated and pegged out from wall Y4" to allow water runoff. 8) No exposed lamps will be permitted. 9) All penetrations of the building structure required for sign installation shall be sealed in a watertight condition and be patched to match adjacent finish. 10) No sign company labels will be permitted on the exposed surfaces of the signs except those required by Underwriter Laboratories which shall be placed in an inconspicuous location on first letter only. 11) All Channel Letters must haven 3/16" dia. Drain holes at bottom of every letter. All signs shall be fabricated and installed with U.L. approved in compliance with all applicable building and electrical codes. Sign manufacturer will supply a U.L. ]able if required by local authorities in an inconspicuous location. 12) The Landlord shall provide primary electrical service terminations to the signage area on the rear side of the parapet wall. 13)All signs shall conceal all necessary wiring, transformers, ballasts, starters and other necessary equipment within their individual letters or behind storefront construction. 14)It'is the responsibility of the tenant's sign contractor to verify all conduit and transformer locations and service prior to fabrication. 15) Each tenant, or it's sign contractor,shall be responsible for the repair of anv damage to the building caused by the installation of said tenant's sign. 16) Each tenant shall be responsible for the performance of it's sign contractor. 17) Tenant shall be responsible for rzmoval of his sign within(30) days after vacating the site. Removal of the sign shall include the repair of the wall surface back to the original condition. 18) Installing sign company must provide one color photograph (Polaroid or equal)of installed sign to be sent to sign consultant for approval along with a photocopy of a final approval by city inspector prior to payment of balance by tenant. EXHIBIT "D" Formerlv C4 V. NON-CONFORMANCE A. No field installation changes are permitted without first notifying design consultant in writing. If in the event any sign is changed as to placement and location which differs from plan,sign company will be responsible to repair and relocate sign proper placement at sign company's expense. B. Any sign that is installed by tenant which is not in conformance to the approled drawings shall be corrected by tenant within fifteen(15)days after written notice by Landlord or Landlord's sign consultant. In the event tenant's sign is not brought into conformance within said fifteen day period, then Landlord shall have the option to correct said sign at tenant's expense. EXHIBIT "D" Formerly C-5 Q7 � =D DO !NT Z n 0 p O m m � r n — y m Nn O ' m IA > a eta .. y o mmm � �, CC, O > - Via• C] y o�1 m2m 0 ?� Z - 0 > mN E Fn 0 cn a m a N Dm mmr- i 2N ~ fin f g 0 1 > V f f� m D LO LO m' � O © © $ OZmz � m 8 9 +� d4 R7 ZO XO _ n s N � Z]z m N N nZ � Q o q m i 3 y► � d 8 Z og c N * $ 9 cn C3 m c � r ON O v y e m D m N 0e CO �Z a $ f > M a M r D 9 N N yqS Cm < N QG EXIE �Sehurgln ���4„ Furmeriy C-6 supErior BEST MARSHALLS PLAZA SAN 8ERNAROINO CA. `� flertrical advtrUSlrlgr r cn �^ r t o D o j, Z T� J i Q II' C r a � �Q� Z I ��Ii IIII .• , � � si � � ' �� as ` � ;•� 3 3 i S / Z 0 / U y � N gi � _ � ; � -� - �� Z � I. ►-; III �� Z EI_ctncal ACtiatttsing Syysst-ms 0 1 2 _ o 5IG—,� CO 77 r:= Stn.0 m D��i r7C�L�� G/ZdyylrVC� NUMB N Best MDarshalls Plaza � '� EXHI ���,/Schurgin -v Fo !n C-7 Sl1pEI'10� BEST MARSHALLS PLAZA .. FMo n electrical adv¢rtlsfng g�eEaHApowo•CA y x z _ der e z ma JI °m 2Y S . ii I z 2 r T1 y J O > CJ c y 0 x O ' L C V. i, > a y a x 410 - i C n n n < O r „sy T.; ~ n z e > >e z - n n > NN= O n = y vrz N n2 r O> - 0 _ O O n yO�i unr O > p ly_'I N a w 3 = > aa aan n° 'n ni - a> > o = n. C CN -nlOn s 1 > [ n n a n n i c > 4{ I [n r =1n rO. N ♦ j °GN - T � I me a�+ r O O G Z >< 2 n O !' O In-. b �' rM x > . > n r o �I /N a n y Y x O C NN T y Qn O O { O , LLLN yTa O Qr> � 19i1 1DT1 Z fr'1 aNK 9 s _ G 1a1 � S +TZO axo o Mn O ?? y _ oM� xQ D _ D O Q T 9 y Q y F 9y >� MM i ° � 17T >I ie NOd -=,mO 1 I Z z � r`�bN Fn IL.II N MOTO1 D > _ > 2 e Best Marshalls Plaza y EX Q SchorglR Formely C-B Z l superior BEST MARSHALLS PLAZA �..SAN BERNAROINOICA. electrical advertising z I ® tit, � F y0 Y - N I� N ®R I Ilp . 5 , 1 Im; r lilt I�1 i f t� f F az Jim t` � , pm T�� w sC3 ' I $ ■ NN lap y 1 R gal rl � lll W a Q i 1 Tj ke ` n pow IILLI jt J v � i f P I 9 i P i SCI' - 6 all pIf I i . �i ICI f1. a J \ ! I I � 1 itt I a� i t eC f bF � Z k I immommmopm N ' b LL O Ih pit v � !! 1-:0 gill z 9 fill (AIL o a 8 ' C m Ian 1 1 00 6 � Y N C JW l0i � Ilnn P o � o � ,j_;�, •tom ,.n '� j��j�.� hit i IW! �� a 1 ul N i ; i a �i a o � e d = . o m I Will 01 i I RESOLUTION NO. 2000- 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 3 SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH STEWARD DEVELOPMENT TO LEASE CERTAIN REAL PROPERTY FOR 4 THE AREA 'D' COMMUNITY SERVICE OFFICE AND REPEALING RESOLUTION NO. 91-268. 5 6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 7 8 SECTION 1. The Mayor of the City of San Bernardino is hereby authorized and directed 9 to execute on behalf of said city an agreement with Steward Development to lease space for 10 the Area `D' Police Community Service Office, a copy of which is attached hereto and 11 12 marked Exhibit `A' and incorporated herein by reference as thoughtfully set forth at length. 13 SECTION 2. Resolution No. 91-268 is hereby repealed. 14 15 SECTION 3. This resolution is rescinded if the parties to the agreement fail to execute it 16 within sixty (60) days of the passage of this resolution. 17 18 19 Entered into Record at 20 CouncillCmy0evcros Mtg: 21 by 22 re A9eooa Item 23 /// 7) . 24 !// City ClerkICOC Secy City ut San Bernardino 25 26 /!! 27 28 �10 N I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 2 SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH STEWARD DEVELOPMENT TO LEASE CERTAIN REAL PROPERTY FOR 3 THE AREA 'D' COMMUNITY SERVICE OFFICE AND REPEALING RESOLUTION NO. 91-268. 4 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 6 Common Council of the City of San Bernardino at a joint regular meeting thereof, held on the 7 _day of 2000 by the following vote, to wit: 8 Council Members Ayes Nays Abstain Absent 9 ESTRADA 10 LIEN 11 McGINNIS _ 12 SCHNETZ 13 14 SUAREZ 15 ANDERSON 16 MILLER 17 18 City Clerk 19 20 The foregoing ordinance is hereby approved this day of 2000. 21 Judith Valles, Mayor Approved as to form City of San Bernardino 23 and legal content: 24 JAMES F. ENMADI 25 City A 26 By: I 27 211 LEASE AGREEMENT BY AND BETWEEN ALLAN STEWARD,INC. 104 EAST STATE STREET REDLANDS, CA 92373 1409) 335-0333 ( "LANDLORD" ) AND CITY OF SAN BERNARDINO SAN BERNARDINO POLICE DEPARTMENT CHEIF OF POLICE 710 NORTH "D" STREET SAN BERNARDINO,CA 92401 ( "TENANT" ) - i TABLE OF CONTENTS BASIC LEASE PROVISIONS 1 Effective Date 1 Tenant � Tenant's Trade Name Premises Address Premises Sae Tenn Fixturtng Period Commencement Fired Minimum Rent 2 Rental Adjustment Date 2 Percentage Rate (}brPeresntags RwrW 2 Initial Estimated Common Area Expenses 2 Use of Premises 2 Securtry Deposit Broker 2 Addresses for Notices 2 2 OPERsTEVEPROWSiONS 2 ARTICLE 1 Premises 2 1.1 Leased Premises 2 1.2 Canstruction of Improvements 3 11 F'irtLnng Period 3 1.4 Tenant's Acceptance of Premises 3 1.5 Rental Commencement Date 3 1.5 Changes 3 1.7 Relocation 3a ARTICLE 2 Business Rights and Restrictions 3 2.1 Use 3 2.2 Environmental Restrictions 2.3 Use Restrictions ARTICLE 3 Term 5 ARTICLE 4 Rent 4,1 Fired Minimum Rent 4.2 Percentage Rant 4.3 Rental AdP-mbnertt 5 4.4 Late Paun'W'd� 4.5 First Partial Month 4.8 Gross sales 4.7 Records 4.8 Audit ssz ARTICLE S Common Area 5.1 Definition 5.2 Use 7 5.3 Maintenance 7 5.4 Records 7 5.5 Tenant's Contribution 7 5.6 Operation and Control 5.7 Employee Parldng 5.8 Obsbuction ARTICLE 6 Merchants Associata<+n -8 ARTICLE 7 Tax" 7.1 Personal Property Taxes 7.2 Rea) Property Taxes 9 ARTICLE 8 Utilitles 9 ARTICLE 9 Repaln and AltsraHons 9 9.1 Leasehold Improvements 92 Landlord's Repairs 10 9.3 Tenant's Repairs 10 9.4 Service Contracts 10 9.5 Alterations 10 ARTICLE 10 Insurance it 10.1 Use, Rate_ 11 10.2 Liability Inauran-- 11 10.3 Wbrkees Compensation Insurance 11 10.4 Fire Insurance 11 10.5 Business Interruption Insu 12 10.6 Waiver or Subrogation 12 10.7 General RequirarfenLS 12 10.8 Blanket lnsurs^-- 12 ARTICLE it Damage and Rsstontlen 11.1 Duty to Reap 12 11.2 Election to Tarmirats 12 13 11.3 Rent Adjustment 13 -- Y 59% 6RTICLF 2� Quiet Enjoyment 17 68-MCLF 23 Subordination 17 ARTlCLF ?4 Offset Statement 18 6BTICLF 25 Default 25.1 Notice and Remedies 18 25.2 Tenant's Property 18 25.3 Notice of Temirat(on 18 25.4 Waiver of Notice-Performance by Landlord 18 25.5 Interest 19 25.6 Other Remedies 19 19 ARTICLE 26 Insolvency 26.1 Breach of Lease 19 26.2 Operation of Law 19 26.3 Non-Waiver 19 19 ART, ISLE 27 Remedies Cumulative 20 ARTICLF 98 Management of Shopping Center-Collection Charge 20 ARC Attomeys' Feea 20 , ARTICLE 30 Waiver of Default 20 ARTICLFIJ No Partnershfo 20 ARTIC F 32 LSubtenanclea 20 IV — -_ ARTICLE 33 Successors 21 ARTICLE 34 Removal of Tenant's Property 21 ARC Effect of Conveyance 21 AR71CI F u Interpretation/Amendment 21 ARTICLE 37 - Time of Esanee - 22 ARTICLE 7A Brokers 22 ARTICLE F 39 Corporate Rasolutions 22 ARTICLE 40 Security Deposit 22 40.1 Deposib 22 401 Performance 22 ARTICLE 41 Option To Re---- 23 Addendum To Leap Agreement 23a TABLE OF EXHIBITS Shopping Canter .A. She Plan .w Landlord Impmvsnnrk Specil loos C. Sign Criteria Delivery Estoppel •E• 992 _ .- SHOPPING COMER SPACE LEASE THIS LEASE (laase7 Is entered Into as or the;date set forth below by and between ALLAN STEWARD, INC,a Calhbmis corporation ('Landlord') and Tenant This Lease is made and entered Into wfth mepeet6a#!ie following facts: A. Landlord is the owner of the Premlass.(ea hereinafter defined), or is the Tenant of the Promisee pursuant to the terms of a Lease under which Landlord is entitled to Sublease the Premises to Tenant. - a. Tenant desires to hate the Premises from Landlord. � I NOW, THEREFORE, the Parties hereby agree Y follows: BAStC LF�rSE PROVISIONS Effective Date: .................................................:. I Jaauaiy 24, 2000 Tenant: .................. . ':City 0f San Bernardino Tenant's Trade Name; ....................................... ..San.6emardino Police Department ` Community Police Facility Premises Address: 7117A 2ND STREET .......• ..........•.•..........•............ SAN -BERNARDINO, CA 92405 County: ............................................................... San Bemardlno Promises Slaw ................................................... Aporoximately2, 50Driet rentable square feet . Term: .................................................................. Sixty (60) months, computed from the first day of the first plsrtdar.month on or after the Rental Commencement Date. >Thd Rental Commencement Date shall be Axed in a Delivery 'Eatoppaito be executed by Landlord and Tenant In the form atlached,herato as Exhibit"E'. Page I.of 23 997. Fixed Minimum Rent:.............................. j t1E �.nn) Oopars per ear, ............ v Y payable in equal monthly titatolltBeEfts ofZMED MJ"Dollars durhtg the Term, subject to sic pursuant to Section 4.3. ...... Rental Adjustment Date:..................................... Percentage Rate (AvPsmantspaRento:.............. Lboj&= ( 0 Initial Eadmated Common Area Expenses:,......... &KgL(& 0 1 per square foot of Promises Size per month, aubje&S adjustment pursuant to Section 5.5. Use Of Promises:................................................. Commimtty Police Facility. The Premises shall be used solely for the use stated above and for no other use or purpose. SecurityDeposit..........._..................................... Broker..............................................._.................;':.NptllppUeable. Addresses For Notices LANDLORD TENAMI ALLAN STEWARD, INC. TYOFSANBERNARDINO 104 EAST STATE STREET CITY Chief of NAR SUITE Q 710 North V Street REDLANDS. CA 92373 San Bernardino, CA 92401 ( 909) 335-0333 These Basic lease Provisions are intended in pupplement andlor summarize the provisions set forth In the Operative Provisions of this Lease. If there is any conflict between any provisions contained in than Basic Lease Provisions and the Operative Previsions of this lease, the Operative Provisions of this Lease shall control. OPERA=—PROVISIONS /IRT)CkE 1.1 Leased Promises. Landlord hereby Isnaidlito.Tenant, and Tenant hereby leases from Landlord, those certain Promiaas (consysftng of land and 0ur7drnga:and improvements) located as set forth In the Basic Lease Provisions (hera/ndhr refoined to as the OPiem;'sel The Premises are outlined in red on Exhibit 'B' attached hereto and made a part hereof. The Premisgs.ans part of the shopping center(hereinafter referred to as the-Shopping Center)described in EXHIBIT*A'attached hereto and made a part hereof. The Premises will consist of approximately the number of square feet set forth in the Basic Lease Provisions. haks�tA ::T_ 1.3 Fxturina Period. improvement obligations (hereinafter referred to u the 'Completion Data') at least the on is the Basic Lease Provisions prior to the Completion Date(the 'P* ea at After Landlord notifies Tenant of the Completion Dole, and regmremeota of Section 9.5 of this Lease, Tenant shall have the right to ente purposes of equipping_and fixturing the Premises, so long as such entry does not in In the event tbat1enaot eaters the Premises prior to the Renal Commencement Date, as permitted by this paragraph, all of the provisions of this Lease shall be in full force and effect except the rent provisions. improvements to the Premises have been substantially-completed (whether or not Tenant is then ' ession of the Premises as permitted in paragraph 1.3). Tenant shall deliver to Landlord a list of items Want deems necessary for L.andlord so complete or carnet a erd.r for th. Pr oa.n w be .ecepubl.. moat a .11 complete or corset each item contained in the list delivered by Tenant to Landlord other than a ch landlord may contest. If Tenant fails to deliver the list to Landlord within the fi ve (S) day scribed in this paragraph. Tenant shall be deemed to have accepted the Premises as being in a good table condition and shall be deemed to have approved the construction u having bees completed in and workmanlike fashion.- In the event Tenant don deliver such list to Landlord within the five ( od described in this paragraph, Tenaat shall be deemed to have approved the construction as havin mpleted in a good and workmanlike fashion and shall be deemed to have ameplcd the premises as being in a matte I exCelat those 1.5 Rental Commencement Date. The Rental Commencement Date shall be fixed in a Delivery Estoppel to be muted by Landlord and Tenant within five (5) days after. abstinati 11, completed ( Tenant is ebetrin possession of the premises — Fessrssadia. udivezy Erappel. this Rental CO.M."'M 15.0c iW! be detnaned I. be rbe dint. opm winch t=ftid notifies Tenitnt 1.6 Chances. Landlord shall have the right, at anytime, to change say or all of the following items so long as the change does not substantially interfere with the ingress to.andegress from the Premises or the now of vehicular traffic in the Shopping Ceoter. - (a) The location, in the Shopping Center, of the'Buildiag in which the Premises arc located (but such change .h.11 cot b. mad. following th.eompleti oea of the Premises). (b) The location, in the Shopping Center, of the Premises (but such change shall not be made following the completion of the Premises). (c) The plot plan of the Shopping Center.. ARTICLE 2 BUSINESS RIGHTS AND RESTRICTIONS 2.1 Use. Tenant shall have the right to use the Primises for the use set forth in the Basic Leasa provisions. No Other use of the Premises shall be permitted. Nothing coaliined berein shall be deemed to give Tenant any exclusive right to such use in the Sbopping Center. Tenant shall act use oroccupy the pmxiises in violation of law or of the certificate of occupancy issued for the Building, and shall, u* writtta<potice from Landlord, discontinue any use of the Premises which is declared by any governmental authority having jurisdiction to be a violation of law or of said certificate of occupancy. Tenant shall comply with any direction of a ly'govemmental authority having jurisdiction which shall, by reason of the eatum of Tmant's use or occupancy of the Premises, impose any duty upon Tenant or Landlord with respect (2.1 cattirnwrl on page q) Page, j;of 23 IIJ BOA-- °f—T Landlord shall.hawe:,tlte right at any time and from time to time, u (90)days prior written notice to Tenant,-to:rekaat-Tenant to other Premises Pon ninety within the shop buildings, subject (the Premises P 9 bject; however, to the faUowing terms and conditions: A. The Relocation Premises shall have aPprt)x rnateiy the same rentable square footage as is contained In the Premises; B. The Relocation Premises shall be leased to Tenant on the same terms and conditions as provided In the Lease, except that if the rentable Square footage in the Relocabon Premises is more or less than that cohtalned In the Premises, there shall be a Proportionate adjustment of Base Rent, and Tenant's share of the "costs and expenses of operating and maintaining the Center Common Facllities,' based upon the rentable square footage In the Relocation;Premises; C. Landlord shall pay to Tenant expenses reasonably Incurred by Tenant in the physical relocation of Tenant's personal property, within thirty (30) days following receipt from Tenant of an itemized list of said expenses and copies of all invoices with proof of payment, and D. Landlord and Tenant, during said ninety,{90)days period, shall mutually agree in writing upon; (1) the scope and cost of all leasehold Improvements to be constructed at the Relcction Promises, which ahall;,tje- substantially similar to those of the original leased Premises, adjuste)`proportionetey for size; (Ii) the extent of Landlord's contribution to,the cost thereof, If any,end; (iii) a timetable for their completion. Landlord and Tenant shall use best efforts and ea in good faith to agree on the terms. If Landlord end Tenant cannot so agree, then In Landlord's reasonable discretion, Landlord may elect to either, (a) submit the dispute to binding arbitration for resolution,.or (b) upon written notice to Tenant within thirty, (30) days etta;fhe expiration of said ninety (90) day period, to terminate this Lease by tAtrty,(39)days written notice. E. If Landlord elects to exercise Its right cf relocation, Tenant will be given the choice of spaces within the shopping center(See&hllbifs 'A' 8 'B'attached) that are available for tenancy and of comparable size. Tenants choices would not Include spaces occupied by other tenants or spaces onyrgich-a commitment had been made to another parry. Also, Tenant's choices would be9lrnked to only already completed buildings. nrsow .. I Pape 3a to the Premises or with respect to the use or occupation thereof. Tenant shall not do or permit to be done anything which Will invalidate or increase the tort of any fire, extended. cove rest or say other insurance policy covering the Building Complex and/or property located therein and shall..comply with all rules, orders, regulations, recommendations and requirements of the Pacific Fire Rating Bureau or spy, other organization performing similar function. Tenant shall promptly, upon demand, reimburse Landlord for any additional premium charged for such policy by reason of Tenant's failure to comply with the provisions of this Article,but such reimbursement shall not be construed as curing Tenant's default for failing to comply with the provisions of this.Article. Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or Occupants of the Shopping Center, or injure or annoy them, or use or allow the Premises to be used for any improper, immoral, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises. Tenant shall not commit or suffer to be committed any waste in or upop,l4e, semises. °R ., 2.2 Enoironrnental Restrictioru. Tenant :ball not engage in any activity on or about the Premises that violates any Environmental Law, and shall promptly at Tenant's sole cost and expense, take all investigatory and/or remedial action reasonably required by Landlord or ordered or requireal:by any governmental agency or Environmental Law for clean-up and removal of any contamination involving any: Rarardoua Material created, caused directly or indirectly or materially contributed to by Tenant. The term 'Environmental Law' Shall mean any federal, state or local law, Statute, ordinance or regulation peruining to health, industrial byeene or the environmental conditions on, under or about the Premises, including without limitation, (i) the Compreb"sivo Environmental Response, Compensation and Liability Act of 198Q ('CERCLA'), 42 U.S.C. Sections 9601 at seq.;.oi)the Resource Conservation and Recovery Act of 1976 ('RCRA'), 42 U.S.C. Sections 6901 at seq.; (iii) California Health and Safety Code Section 25100 at seq.; (iv) the Safe Drinking Water and Toxic Enforcement Act of 1996, California Health and Safety Code Section 25249.5 at seq.; (v) the Federal Water Pollution Control Act, 33 U.S.C. Sections 1151 etseq.; (vi) the Porter-Cologne Water Quality Control Act, California Water Code Section 13000 at seq.; and-(vii)California Civil Code Section 3479 at seq., as such laws are amended and the regulations and administrative codes applicable thereto. The term 'Hazardous Material' includes, without limitation, any material or substance which.is(a) defined or listed as a 'hazardous waste', 'extremely hazardous waste', 'restrictive hazardous waste' or 'bazardous substance' or considered a waste, condition of pollution or nuisance under the Environmental Laws (b)petroleum or a petroleum product or fraction thereof; (e) asbestos; andlor (d) substances known by the State of California to cause cancer and/or reproductive toxicity. It is the intent of the parties bento to construe the term 'Hazardous Materials' and Envimpriental Laws' in its broadest sense. Tenant shall provide all notices required pursuant to the Safe Drinking Water and�Texic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 at sect. Tenant shall provide prompt Written notice to Landlord of the existence of Hazardous Substances on the Premises and all notices of violation of the Environmental Laws received by Tenant. Tenant shall not bring onto, create or dispose of, in or about the Premises or the Project, including but not limited to its sewage or storm drain systems, any Hazardous Substances. Notwithstanding the foregoing. Tenant may utilize,.the Premises for the storage of Hazardous Substances which am reasonably and actually required to the normal operation of Tenant's business, s0 long as Landlord has not given Tenant written notice prohibiting the storage or use of the specific Hazardous Substance in question, provided that Tenant shall not store excess quantities of say Hazardous Substan=-in the Premises, and shall in no event store or warehouse quantities of Hazardous Substance in the Premisarin excess of that amount which would be consumed or sold by Tenant's normal operations within sixty (60) days. All Hazardous Substances stored within the Premises shall be clearly labelled and adequately safeguarded so as to avoid say spilt or release of such Hazardous Substances. 2.3 Use Restrictions. Tenant shall not be permitted to; (i) conduct any auction or bankruptcy sale; (ii) conduct any firs sale; (ii) conduct any closeout sale except at the expiration of the lease term; or, (iv) sell any so-called 'surplus', 'Army and Navy' or 'sccoodband' goods u those terms are generally used at this time and from time to time bereinaher, in, on or from the Premises. Page 4 of 23 ARTICLE 3 TERM ib��ta The Term shall comment- when Landlord has substantially completed construction of the Premises Z' tbll Shopping Center is which the Premises are located pursuant to the provisions of EXHIBIT 'C', or att the date upo Tenant has first opened for business from the Premiss, whichever event occurs first The parties sball immediately execute a document n the form of Exhibit 'E' to this Lease stating the date of commencement of the Term when it has bees ascertained. The Term shall be is set forth is the Basic Lease Provisions. In the event that Landlord is unable to deliver possession of the Premises to Tenant within eighteen (18) months following the execution of this L t ease, this em shall automatically terminate and be of no further force or effect. -" '. ARTICLE 4 RENT 4.1 Fixed isfinimt[m Re nt. Tenant shall pay a fixed minimum met to Landlord at address set forth for notices to Landlord, or at such other address as may be specified by Landlord, without prior dcald, deduction or setoff during the term of this base. The fixed minimum rent shall be payable on or before the first day of each calendar month during the term in the ameuot set forth in the Basic Lease Provisions. 4.2 Peromuse Rat• at the time and in the manner herein specified as percentage rental hereunder a sum equivalent to the a an by which the percentage set forth is the Basic Lease Provisions u the 'perceentage Rent' of the u defined below in any month exceeds the Cued minimum rent payable during the same Meath, � Within ten (10) days after the end of each calendar the term hereof, commencing with the tenth (10th) day o,` the month failowinq the commenameat a u hereinabove rovid of the moath next succsdia the last P s. and coding with the teach where day Y the lease term, Tenant shalt furnish to Landlord, at the plan where yen[ is then required to be paid a terns hereof, a statement is writing, certified by a duly authorized officer or representative or to be corm[, showing the foul gross sales made in, upon or from the premises the Pr ender moothvaad shad accompany each such statement with a payment to Landlord equal to the percentage 4.3 Rental Adicsonent. dace set forth n the Basic Lease provisions as the rental adjustment date, u follows: The base for determining the adjustment shall be the Consumer Price rban Consumers, far the L•as Angeles-Anaheim-Riverside Ain (1982-84 >• 100) published by the tee Departmeat of Labor, Bureau of Labor Statistics (Index) which is published for the calendar mo 3) months prior to the first full month of the lease term (Beginning Index). If the Index published oath which is three (3) months prior to the adjustment date (Extension In has ne[tzsed over the g Index, the fixed minimum rent for the following year (until the next [sat adjustment) shall multiplying the fixed minimum mat for the initial full month of the term 6y a fraction, the acmech is the Ezteasiaa Index and the denominator of which is the Beginning Index; provided, however, that Index shall be converted is accordance with the eonversies tutor tab ' Bureau of Labor Statistic. If the lodes ' • apartment of Labor, index o urtog the term of this Lease, such other governmasst it u replaced shag be used n order to obtain substantially the same result as would hates 4.4 Lte Parmen s. Tenant hereby aelmowledga that late payment by Tenant to Landlord of rent and other aame due hereunder, will cause Laadlard b incur [:oats [tot contemplated by this Luse, the exact amount of which wain be Page 5 of 23 extremely difficult to asacrtaia. Such costs include, but are not limited m, processing charges, accounting charges and charges that troy be imposed on or incurred by Landlord. Accordingly, if any Installment of rent or any other sum due from Tenant shall not be received by Landlord or Laadlord's designee within five(5) days aher such amount shall be drug [ben without any requirement for notice to Tenant, Tenant shall pay to Landlord a late charge equal to tea percent a dise, of the amount which would otherwise be due. Additionally, Tenant shall pay to Landlord a charge of fifteen dollars ($35.00) for each check which is dishonored or returned by Tenant's bank for say reason. The parties hereby agree that such charges for late payments and for dishonored checks represent a fair and reasonable estimate of the Cost Landlord will incur by reason of such occurrence$. Acceptance of such charges shall in no event constitute a waiver of Teaant's default with respect to such overdue or dishonored amounts, nor prevent Landlord from exercising any of its rights and remedies granted hereunder. First Partial Month. (a) Fixed minimum rent for the partial month shall be pronted, so prorated shall be paid oa the commence try (30) day month, and as of the term. moan to the rental due for the first full momh Lease, and the daily minimum rent provided in this - minimum rent paid far in addition to m computing the percentage rent payable for that 4.4 Gross Sales. (i7 The entire amount charged for the full price at the time of the initial traasaci for all merchandise sold or delivered or services madered by Tenant whether or not actually received at the time of sale; amounts are (i) The gross amount received or charged by Teeaat for merchan ' sold or services rendered Pursuant to orders received by telephooe, mail, ho,to- or by other anvuiag, and attributable to the premises whether or not filled elsewbe, , and, (iit) All gross income of Tenant from any opcmtio , u, from or through the use of the Preaigs,. including, but Oct limited to, sales made means of mechanical or other vending �•',4i^es located in, u or on the Premises. (b) There shall be excluded from gross ' or deducted therefrom if Previously - - _NCluded: (i) Cash refunded or it allowed on merchandise renamed by customers. (ii) Sales , excise taxes, or other similar taxes. (c) The taint' is used in this paragraph includes the named Tenant and any agent employee, h or concessionaire of the named Tenant or an other y person or firm conducting b in, u, 4.7 Rernr <, concessionaires to keep mad preserve, for a period of not lea than three(3) years foil \ term of this Lease or any extension thereof, complete, o ttri can year in the premises, iaclud' of all amounts received during each bawaea rage rent payable hereunder, Tempt s24 " However, in the ease of a controvrrsy preserve said records ootil the low — AA VC /�' bearing directly on Tenant's gross sales hereunder. In addii ...,Tr. copy of Taaut's California State Sales ys a owing the date on which such return is filed with the Franchise 4.8 Audit. transacted in the premises, whether or not included in 'gross sales'. If the audit di easenu for the period audited are iaaccunte, adjustment shill be made i ratans by Landlord. [f the audit further discloses that Tenant has uadentated t y two percent (2R) or more. Tenant shall immediately pay the cosy of the a agether with any amounts due Landlord u a result of web unde tatemeat, which amouau ARTICLE 5 CONI E�10N AREA 5.1 Definition. The common arm is that area within the Shopping Ceater which is'pEither occupied by buildings (excluding roof overhangs and --pies, columns supporting roof overhangs and canopies, and subsurface foundations)nor devoted permanently to the exclusive use of a particular Tenant, except that arcs containing pylon signs and buildings or strscturss which are used with aspect to the Operation of the common area shall be deemed to be part of the common arm. 5.2 Use. During the lean term. Tenant, its concemiowires, licensees, invitees, agents, customers and employees shall have the nonexclusive right to use the common area in common with Landlord, other owners of portions of the Shopping Center, other lessees, and their respective conassieaaves, licenua, invitees, agents, customers and employees, subject to the provisions of this fuse. 5.3 Maintenance. Landlord shall be responsible for managing and maintaining all improvements on the common area in good and sanitary order, coodidca and repair, including making replacement where necessary, and in compliance with all governmental requirements, including, without limitation. n--aging; (ii) cleaning and removing rubbish and dirt; (iii) providing labor, payroll taxes, materials and supplies; (iv) providing all utility services utilized in connection therewith; (v) maintaining, repairing, replacing and providing resetrvu for mplacemeet and remarking paved aad unpaved surfaces, curbs, directional and over signs, landsaping, lighting facilities, drainage and other similar items; (vi) providing car,,,lty, public liability, property damage and other insurance on the eom.moo area, (vii) providing tools, machinery and equipment used in connection with the above, (viii) paying all real property and persona) property taxes and acs essmeou levied or imposed against the common a: possible, to an amount equal to one-twelfih (1/12) of the xtttal WrPMMY Landlord to be encountered during the cu s of common area espeoses shall be the amount set forth in the 5.6 Operation and Control. Landlord shall have general possession and control of the entire commaa am and may, from time to dose, adopt rules and regulations pertaining to the use thereof. Landlord shall, except as otherwise provided berein, operate and maintain the comma am during the lease term The maaner in which the common erea shall be operated and maintained and the expenditures therefor shall be in Landlord's sale discretion. Landlord reserves the right to appaimt a substitute operator, including but not limited to, any Tenant in the Shopping Center, to carry out any and all of Landlord's rights and duties with respect to the common area as provided in this Lease; and Landlord=ay eater into a contract either by a separate document or in a lease agreement with such operator o4 such terms and eaoditions sad for such period as Landlord shall deem appropriate; and, if Landlord does so, the suhstitute operator, other than Landlord, shall be entitled to receive the macagemeat fee provided in paragraph 5.3. Except in the event that Tenant may, im the future, be appointed common area operator for the Shopping Curter, Tenant shall have neither voice nor control in the operation and mainumence or tither the commas am or the Shopping Center as a whole, and shall, spesifieally, bava no control with respect to the identity a type of business operated by future tempts to be located within the ShaPP�i Center. Landlord specifically Malta no represectatioo with repeat to the existence or comtiautd operation of any hopping or any other tenant within the Shopping Center. 5-7 Emnlavee Nrkinz. Landlord may designate what part of the ,mmca area, if any, shall he used for automobile parking by employees, lesam, occupants and licensees. No employee of any such lessee, occupant or licenses shall tau any part of the common area for parking except such area cr areas as may be so designated. Landlord shall be entitled to enforce this provision by requiring the payment by Tenant of such amount per automobile as may be determined to be appropriate by Landlord from time to time for each day per automobile for each day automobile driven by an employee of Tenant, Tenant's agent, occupant, coacusionaire or licensee is found parked within the common area, but outside of The specified area. 5.g Obstruction. No fence, wall, st con, division, rail or obstr 6ca shall be placed, kept, permitted or maintained upea the common area or any part tbereof by Tenant, or shall the sale, display, advertising, promotion or stcnge of merchandise or any business activities of my kind whatsoever be conducted therein without Landlord's prior written consent; nor shall any person sex the comon area for solicitations, demonstrations, or any other activities that would interfere with the conduct of business in the Shopping Center or which migbt ten commotion. d to crate ciaiLdvspirder or ARTICLE 6 - t MERCHANTS ASSOCIATION Center, Tenant shall join and maintain membership in good standing is such t lord or any of the other tenants of the Shoppin C rm such a MmhmLs Association in the future,Tenant shall su s do ail things reasonably secemry in order to aid the formation of such Merchants ARTICLE 7 TAXES 7.1 Personal property 733. Tenant shall pay, before delinquency, all license fees, public charges, property taxes and assessments on the furniture, future, equipmeat, inventory and other property awned or being rued by Tenant le any time sin aped as or installed in the Premise. together with al! license fees, permit fm. assessments and other nos levied, stsaeaaed or imposed by law or ordinance upon Tenant or upon the business operated by Tenant, and shall, Upon . request, deliver proof of such payment to Landlord. ,gyp Page 8 of 23 I� i T 1 Real Prooertv Taxes. say and all real Property taxes and general or special assessments and installments the tax on rent wbich is substituted in whole or in part for real property eats and ao mg any fee LMPcsed by a 1=1 governmental body n the y 6eatatse Y rear, and eacludiag fedenl and state income toes) which shall, during the a levied or assessed against all or any portion of the Premises or imposed o aid =1 property tax= and assessments for the first and tau leave years h , if necessary, be ranted and_ p apportioned between Landlord and Tenant to upon individual assess meat valuuioas (or prontions) supplied by the Coumry t other regulatory agency. Said prontiaas shall be conclusive upon both Ne parties otherwise mu=Hv agree in writing. Nn g. la the absence of a pro t by the County Assessor or other - rcgutamry agency or a written agree a parties. Team's share shall be determined by multiplying the amount or$-in the tax bill which includes the Premises by a !nation is va'b+� the is the floor area of Tenant's Premises and the denominator is the floor area of all . ..w�l.i.i.�.t�.�riiiit,,.ys[Vwwepw ou"W" commmceauat of the term are changed see that a tax, assessment or excise oa rents or char3e, or a«nee..,-,t, however described, is levied or assessed a iast �' in whole or in part for an real prop" gee a direct subuimtioa P pent taxes, Tenant shall a elinquency the wbstinue tax or excise an rents, but only to the extent that it can med that there hat been a substitution and, as a resul4 Tenant hat been relieved fro Y"' t of real pro taxes that would otherwise have beta obligated to P Pent Pa T re of any tax or excise on Last pursuant to this paragraph shall be substanei me u, and u a substitute for, the payment of such real property tax= u provided is and expense to contest the amount or legality of say uid real property taxes ents an or attribuuble to the Premises, including the , h to apply for the r ermf, provided, however, Teaa:t shag! prosecute say such watts, with du 'ce and shall, fa rthvvjth upon the find dcte:.,,inatian therm f, pay the amouo :n. property taxes and assessments on or attributable to the Premises u see der ogether with any interest, Penalties, costs and charges which may be payable soa therewith. Prior to any such contest, Tenant shall post such security or take other d Was of ARTICLE 8 UTILITIES Tenant shall arrange for all coeaectiea and hookup of, and shaU pay, before delinquency, all charges for water, gu, heating, veatilalioa, air conditioning, electricity, power, telephcoe,dmss6.eej6wj W and other utility services used an or serving the Premises during the lean term. Nothing contained in this Lease shall limit Landlord in any way from granting or using easements on, across, over and under the Shopping Center for the purpose of providing utility services ARTICLE 9 REPAIRS AND ALTERATIONS l�vidin� �seeaelA Y...MOTS.,ents. Tenant, u its sate cost and expetue, shalt be respoaubie for decorating sod y improvements which away be required by Tenant at the c4—,,,meat of the term. Sob Page 9 of 23 leasehold improvements shall be subject to the retwa161ii1kcval of Landlord, which approval shall be obtained in writing prior to the commeecememt of any comstructiom: 1i1''YSb event shall Tenant make my change to the exterior appearance of the Premises, or say change to or openings the structural porticos of the Premises, including, but not limited to, bearing walls, roof and foundation, nor any'penetsitioo of the roof, unless Tenant shall have first delivered to Landlord It complete eagiaeering analysis of the effects of puck changer to the Premises and shall have received Landlord's express written consent to such changes. Within fifteen (15) days following the completion of any improvements. Tenant shall deliver to Landlord a complete cot of 'as built' blueprints. Tenant's failure to obtain Landlord's written consent poor to the commencement of say improvements shall be deemed to be a material breaeb of this Lc ae. 9.2 Landlord's Reoairs. Landlord shall, at its own expense, keep in good condition and repair the roof (excluding ceilings), downspouts and rain gutters, foundations and structural portions of exterior bearing walls, but excluding any glass, windows, doors, skylights or other openings contained therein. ' 9.3 Tenant's Repairs. Except as expressly provided in paragraph 9.2, Landlord shall not be obligated to make repairs, replacements or additions of any kind whatsoever upon the exterior or interior of the Premises. The Premises, together with my equipment, facilities or fXMrea Shall, st Teaant'R Role expanse, be kept, repaired, maintained, replaced or added to at all times by Tenant in good order and in-sanitary sad safe condition and repair and in accordance with all governments] requiremeats and Loummaee requirements, specifically, including, but not limited to, all glass of the premises (including but not limited to exterior plate glass) and the heating,-ventilating and air conditioning system. Tenant shall be expressly respawible for any maintenance or repairs required with respect to the utility lines, conduits or pipes serving the Premises, whether or not located in or on the Premises.. Natwithstandiog anything to the contrary, contained herein, Landlord shall have no obligation to repair any damage '14 the Premises caused by any negligent or intentional act aT omission of Tenant, and Tenant &ball be solely responsible for,my, such required maintenance or repair, including but not limited to leakage caused by the installation or maintenance of Tenant's equipment oa the roof of the Premises. Tenant hereby waives any right to make repairs to the Premises at Landlard's expense, whether pursuant to Sections 1941 and 1942 of the California Civil Code or otherwise. .1 1 team I Rai expense SM12 It 21 doms, kcww in effect ti) an independent M. GQQ:Iticaing contractor for the maintenance of the air conditioning, heating and ve systems serving the Premises, located on the Premises. together wi ted equipment an r system located no the Premises, and (iii a e m&intan any Landlord installed security system, and dined elect to contract for any or all of these services Tenant shall promptly reimburoe Lan r the cost of such contra ' sweia�fw�tls 00 receiptof Landlord's invoice for a hich invoice shall be A rendered by Landlor ant act more oflea than monthly. Landlord shall have the right but n i ared to cotnmea ese above service contracts upon 50 days notice to Tenant and may at any time amend change or 4.5 Alteratians. Tenant shall not make any allwatiotu to the Premises whatsoever without Landlord's prior written consent, which shall be granted or denied Lwaceordaoce with the provisions of paragraph 9.1. Any alterations made by Tenant&ball remain on and be surrendered witlt-dse.Pretnoses upon expiration or tetarination of this Isase, except that Landlord may elect, within ninety (90) days before_expieatiod of the term, or within ten (10) days after expiration or termination of the term, to require Tenant to remove alterttiom,that Tenant his made to the Premises. If Landlord so elects, Tenant, at its sole coat, shall restore the Premises to ■ tenantable condition, reasonable wear and tzar excepted, before the last day of the term, or within thirty (30) days apes notice of election is given, whichever is later. If Tenant makes any alterations to the Premises as provided in this paragraph, the &Iterations shall not be commenced until fifteen (15) days after Landlord has received notice from Tenant ststiog the date the installation of the alterations is to commence so that Landlord can post and record an appropriate notice of nocrtcponsibility. Page ld"W 23 ARTICLE 10 INSURANCE 10.1 Use, Rate. Tenant shall not"try any,stock.or goods or do anything in, on or about the premises which will in any way increase insurance nits on the building is which the Premises are looted. In no event shall Tenant carry on any activities which would invalidate any insurance dgvenge thereon. Tenant shall pay on demand by Landlord any:increase in issuruce premiums %bat may be charged because of Tenant's vacating or otherwise failing to occupy the Pmmisu, but this provision shall not be deemed to limit in any respect Tenant's obligations under Article 14, 10.2 Liabilitv Laurance. (a) Tenant shall, at its sole cost and expense and at all times during the term of this Lease, or any extension th.r.ef, nawui. and carry for the joint bedefit of Tenant and Landlord, bodily injury and property damage liability insurance by the terms of which Tenant and Landlord shall be indemnified against liability for any damage or injury to property.or pence (including death) occurring in, on or about the Premises. or any part thereof, or arising from the use or occupancy thereof, or arising directly or indirectly from any act or omission of Tenant, its employees, agents, concessionaires, representatives, assigns, guess or licensees. Said liability insurance shall be in an amount of not less than One Million Dollars ($1,000,000.00) combined single limit, and Tenant shall maintain with Landlord at all times during the term of this Lease a currently effective certificate of insurance satisfactory to Landlord from each insurance carrier providing such insurance coverage. Tenant is self—insured for this amount. (b) Landlord shall maintain a policy or policies of comprehensive liability insurance issued by one or more insurance carriers, insuring against liability for injury to or death of persons and loss of or damage to property occurring in or on the common am, except any portion thereof subject to Tenant's exclusive control. together with Tenant' pat m comectioa with any claim 103 Worker's Comoerastion Insurance. _ in compliance with so s to 1 my insurance with minimum coverage of Five 10.4 Fire Insurance. (a) Landlord shall pay for and shall maintaiui.m.full force and effete during the term of this Lease a policy or policies of insurance covering the buildings looted on the Premises for the perils normally insured under the California Standard Fire Insurance Policy with extended coverage, vandalism and malicious mischief, and sprinkler leakage (if applicable) endorsements attached. The Landlord may maintain in lieu of the extended coverage and vandalism and malicious mischief endorsements, other broad form or all-risk endorsemeata which may broaden the perils insured against. In addition, the Landlord may maintain flood and earthquake insurance coverage in its sole discretion. The property coverage shall be in m amount equal to the full replacement cost (without deduction for depreciation) of the buildings insured. The policy may conuia the standard form lender's loss payable endorsement issued to the holder or holders of a mortgage or deed of trust swditd by the Premises. *enve Is 11 wi-I prensivma incurred by landlord, fon,.suels' ssunnce within tea (10) des a anant of Landlord's statement therefor. If ina4 insurance cov m addition to Tenant's Premises, Teaant'a sban of the premiums a t e premium allocation made by the insurance carrier sad, if the a such alkox&h0n, then on the basis which Tenant's floor area bears to the aas Page 11 Of 23 Policies of i>vur m covering Tea.At's ,stoeky_in trade, trade fix o[ 4 personal property looted in, on or about the Pr • errant in Cnanectlon with its business. Such coves n s norma(ljr"imu'rrd under the Glifornia Standard Fin Insurance Policy 10.5 Business Interruption I ranee. full force and effect during the term of this Lease a policy of.iiazu aca ' rent will be paid m Landlord for a period of not lea than nia sea are destroyed or rendered inaccessible by a risk insured a i fire and extended coverage insurance, with vandalism and malicious mischief 116 Waiver of Suhroeatien. Fjch party ('ipaured')hereby waives its entire right of recovery against the other Party. the other party's officers, directors, agents, rep' epsest:ntatives, employees, successors and assigns with respect to any loss or damage, including consequential loss or damage to the insured's property "used by or occasioned by any peril or perils (including negligent acts sad willful misconduct)covered by any policy or policies carried by the insured. I0.7 General Reauirenen s. .(a)- All polities of ins == required to be,carried hereunder by Tenant shall be written by companies satisfactory to landlord and licensed to do business in the State of California. r.. (b) Each policy of public liability insuraaoel-squired to be carried by Tenant shall be primary and noncontributing with any insurance carried by,the Landlord. (c) Each policy required to be carried by Teoatt.shall.expressly include, severally and not collectively, as additional named insured thereunder, Laadlotilaad any person or firm designated by Landlord, " their respective interests may appear. •'F<' . (d) Each policy required to be carried by Tenant shall not be subject to cancellation or reduction in coverage, including cancellation for nonpayment of premiums, except upon at least thirty (30) days prior written notice to Landlord and each additional pamed.insured. The policies of insurance required to be carried by Tenant, or duly executed certificates evidencing them, together with satisfactory evidence of the Payment of premiums thereon, shall be deposited with Landlord prior to the commencement of the term or prior to Tenant's initial entry to the Premises for fixturing or other activity to be carried an prior to the commeacemeot of the term, whichever occurs first, tad not less than thirty (30) days prior to the expiration of the term of such coverage. If Tenant fails to comply with this requirement, Landlord may obtain such insurance and keep it in effort, and Tenant shall pay to Landlord the premium cost thereof upon demand with interest at the bighcntlawful 1`110 from the date of payment by Landlord to the date of repsymeat by Tenant- 12.1 Blanket Insrrar&T Landlord and, upon Lahelldrd's written consent, Tenant, ■ball be entitled to fulfill its insurance obligations hereunder by maintaining a wtaited bhkdkel' policy or policies of insurance in such form as to provide by specific endorsement coverage not less than that which is required hereunder for the particular property or interest referred to herein. ARTICLE 11 DAMAGE AND RESTORATION 11.1 Du to Restore. If the improvements as the premises or the Shopping Center are partially or totally damaged by firs or other raaualty an u to become partially or totally untcoanuble, which damage is insured against under any policy of fin and extended coverage insurance d covering the damaged improvements, this Leave shall not Page 12 of 23 sG•: terminate and said improvements shall be rebuilt by Iaodlordwith due diligence at Landlord's expense unless Landlord elects to terminate this Lease a provided in pamsmph 11.2. 1-1.2 Election to Terminate. If either the improvements on the Premises or the Shopping Center as a whole, are damaged by an insured casualty to the extent of at least twenty-five percent (25%) of their respective replacement cost (cost to repair or replace at the time of lots without deduction for physical depreciation) during the term of this Lease other than during the last three (3) lease years of said term,.or to:the:extent of at least ten pement (10%) thereof during the last three (3) years of aid term, or to any extent by an uninsured cause at any time during the leas term, or by an insured or uninsured cause during any extension or renewal of the lame term, Landlord shall, within not more than ninety (90) days after such damage, notify Tenant of Landlord's election to terminate this Lease or to restore the improvements on the Premises an$ such portion of the improvements in the balance of the Shopping Center as in Landlord's sole discretion is necessary to create an economically feasible commercial unit. If Landlord elects to repair or restore the damaged improvements, then with respect to the Premises, Landlord and Tenant each shall restore them in the same cancer and to the same extent u work was done by each of them in the original construction Lod fixmriring of the Premises, and the damaged improvements in the balance of the Shopping Center shall likewise be restored to the extent required in the preceding sentence. if Landlord elects not to restom, as aforesaid, this Lease shall terminate effective as of the date of such damage upon the giving of notice of election by Landlord as aforesaid. If Landlord elects to restore or fails to give notice of its election as aforesaid, then this Lease shall remain in full force and effect. •11.3 Rent Adiustment. If this Lease is not terminated as provided in this Article 11, then during the period of repair and restoration, if and only to the extent that Tenant's payment obligations under this Lean would not be covered by rental interruption or other insurance required to be carried by Tenant pursuant to the terms of this Lease, the fixed minimum rent shall be abated by that proportion which the floor area rendered unusable as a result of such damage burs to Tenant's total floor area before such damage. In no event, however, shall Tenant's sham of common area expenses be abated unless the common area expenses paid by each of the other tenants located within the Shopping Center are abated by Landlord. - :ARTICLE 12 EMINEN T'DOMMN 12.1 Definition. If them is any taking of oc damage to all or soy part of the Shopping Center or any interest therein because of the exercise of the power of eminent.domain or inverse condemnation, whether by condemnation proceedings or otherwise, or any transfer of any part thereof:ormy interest therein made in avoidance or threat thereof(all of the foregoing being hereinafter referred to as 'taking') before or during the term hereof, the rights and obligations of the parties with respect to such taking shall be as pro ided in this Article 12. 12.2 Total Taking. If there is a taking of all of the Premises, this Lease shall termieate as of the date of such taking. 12.3 Partial Taking. If twenty-five percent (25%) or mom of the floor area of Tenant's Premises shall be taken, either parry shall be entitled to terminate this Lease', or if tweety-five percent (2551) or more of the Floor area of all buildings in the Shopping Center &ball be taken, whether Tenant's Premises are taken or not, Landlard (but not Tenant) shall be entitled to else to terminate this Lease; end the terminating party shall give the other party written notice of such election cat later than thirty (30) days after the date Landlord delivers notice to Tenant that possession of title to the portion of the Premises takes has vested in the condemnor. If neither parry gives such police or less than twenty-five percent (25%) of the floor area of either Tenant's Ptemisea,or buildings in the Shopping Center shall be Liken, this Lease shall remain in full force and effect and rent shall be adjusted u.provided in paragraph 12.6. 12.4 Termination Date. If this Lease is terminated in accordance with the provisions of this Article 12, such termination &ball become effective as of the date physical-possession of the condemned portion is taken by the condemning authority. Page 13 of 23 12.5 Repair and Restoration. If this Rase ra ed tir;tioated as provided in this Article 12, Landlord may, at its sole expense, restarts with due diligence the remainder of she;tanaravements occupied by Tenant so far as practicable to a complete unit of like quality, character and condition its tbai'wAich existed immediately prior to the taking, provided that the scope of the work shall not exceed the scope of tbo'wojk to be done by Landlord originally in constructing the Premises, and further provided that Landlord shall not be obligated to expend an amount grater than that which was awarded to Landlord for such taking. 12.6 Rent Adiustrnent. If this Lesm is not terminated as provided in this Article 12, and until such time as Landlord may restore the Premises pursuant to this Article 12, the fixed minimum root shall be adjusted by that proportion which the floor area taken from the Premises bears to Tmant's total floor area immediately before the taking. In no event, however, sbaU Tenant's sham of common area expenses be abated unless the common area experm paid by each of the other tenants located within the Shopping Center are abated by Landlord. 12.7 Award. The entire award or compensation is such proceeding, whether for a total or partial taking or for diminution in the value of the leasehold or for the fee shall belong to and be the property of Landlord, provided that Tenant shall be entitled to recover from the condemnor such compensation as may be separately awarded by the condemnor to Tenant or recoverable from the condemnor by Tenant in its two right for the taking of trade fixtures and equipment owned by Tenant (meaning personal property, whether or not attached to real property, which man he-s moved without injury to the Premises) and for The expense of removioll and relocating such personal property. ARTIC'LsE.,13 INDENINITY,,WAIVER 13.1 Indemnity. Tenant shall defend, indemnify and shall save and hold Landlord harmless from and against say and all liens, claims, demmAs, actions, causes of action, obligations, penalties, charges, liability, damages, loss, cost or expense, including reasonable attorneys fees for the defense thereof, arising from or connected with (a) the conduct or management of the business conducted by Tenant on the Premises or any portion of the common area which is under the exclusive control of Tenant (the Premises and such portion of the cornmoo area wbi is under the exclusive control of Tenant being referred to as 'Lessee's Premises' for purposes of this Article 13,) or (b) the use or occupancy of Tenant's Premises, or from soy breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Leasc, or (c) from violations of or noncompliance with any _ governmental requirements or insurance requircmcats, or (d) from sty acts or omissions (including, but not limited to, negligence or willful miseeoduct) of Tenant or soy invitee, .guest, agent, patron, license, vender, concessionaire or employee. 13.2 Waiver. All property, kept, stored or maintained on Teoant's Premises shall be so kept, stored or maintained at the sole risk of Tenant. Landlord shall_not he liable and Tenant waives all claims against Landlord for damages to persons or property sustained by Tenant or by any,other person or firm resulting from the building in which the Premises are located or by reason of Tenant's Yremisei,of,tjay equipment located thereon becoming out of repair, or through the acts or omissions of any persons present in thc,5hopping Center or rearing or occupying any part of the Shopping Center, or for loss or dawge resulting to Tmant.berits property from burst, stopped or leaking sewers, pipes, conduits or plumbing fixtures, or for interruption of any utility services, or from any failure of or defect in any electric line, circuit or facility or any other type of improvement or service on or furnished to Tenant's Premises or resulting from any accident in, on or about Tenant's Premises or the building in which the Premises are located. ARTICLE 14 OPERATION OF BUSINESS normal operating hours of similar businesses, but at 1 . g ours a day; (ii) ad to p oyaw to hindlt the maximum business and carry sufficient stock of amp Page 14 of 23 4 A:661 (iv) keep the Premises and exterior sod interior portions of windows, doors and all other glass or plate glue fixtures in a vest, clean, unitary and safe condition; t-; (vi) use for office or other non-aellimg purposes only such space as is reasonably required for Tenant's b'usioull. (vii).refrain from burning say papers or refuse of any kind, or otherwise creating any noxious or offensive odors or fumes, in the Shopping Center, (viii) store in the area designated by Landlord all trash and garbage in nest and clean containers so as not to be visible to members of the public shopping in the Shopping Center ix) observe and promptly comply with all governmental requirements and insurance retlttimmanta affecting the Presc16calor say part of the common errs which is under Tenant's exclusive control and promulgated during the term of this Lsake; (x) not use the Premises or suffer or permit the Premises or any part thereof to be used in any mamv that will Constitute a nuisance or unreasonable annoyance to the public, to other occupants of the Shopping r_antsr or to the Landlord,or that will injure the reputation of the Shopping Center, or for any extra hazardous purpose, or in any manner that will impair the structural strength of the building of which the Premises are a part; and, (x) keep sidewalks adjacent to the premises clean and free from visible trash, papers, oil, gum and other debris. Tanant coveoants and agrees not to install, use or i [Ilow to be installed or used, upea Ihs described Premises, soy gaming machines or devices without the prior written consent of Landlord, including, but hot limited to. Video game machines. _ ARTICLE 15 SIGNS, FIXTURES, RESTRICTIONS RE EXTERIOR 15.1 Fixtures. All fixtures installed by Teomt shall be new or completely reconditioned. Tenant shall not make or cause to be made any alterations, additions or improvemaats to-thc building, or install or erect or cause to be installed or erected any signs (including, but not limited to, extericraigga,,window signs and signs painted on doors or windows), floor coveting, exterior lighting, plumbing, fixtures, Shades of swttings, radio or television antenna, satellite dish or similar devices, or make any changes to the store front or.oxterior of the building, nor shall tenant install say loud speakers, sound amplifiers or similar devices which.wovld;he.beard in adjoining suites or outside Tenant's premises without first obtaining Landlord's written approval L44 consiot. Tenant shall present to Landlord plans and rpecificatioos for such work at the time approval is sought. 15.2 Signs Tenant will not place or suffer to be placed orrmaintained on any exterior door, wall or window of the Premises any sign, awning or canopy, or advertising matter or other thing of any kind and will not place or maintain any decoration, lettering or advertising matter on the glass of soy window or door of the Premises, or instal any sign or advertising material within lg inches of a window (or its soy location if installed in such a manner as to be primarily visible form the exterior of the Premises) without first obtaining Landlord's written approval and consent. Tenant further agrees to maintain such sign, awning, canopy, decoration, lettering, advertising matter or other thing u may be approved in good condition and repair at all times. Temast shall not place or suffer to be placed any merchandise, equipment or other items outside the building on the Premises. ARTICLE 16 LIENS Tenant shall keep the Premises and the Shopping Ceiitet free of Loy liens tar claims of lien arising from any work performed, material furnished or obligations incurred by Tesidf in connection with the Premisu. If Tenant disputes the correctness or validity of any claim of lien, Tenant shall,wilhil tea (10) days after written request by Landlard, record such hoed as will release said property from the lien claime&—Tenant shall defend, indemnify and hold Landlord harmless from and against any all cast or eapeue, including but not'6mfted to attorneys' lien on the Premise. fun, arising out of any lice or claim of K' Page 15 of 23 ARTICLE 17 RIGHT OF ACCESS Landlord and its authorized agents and representatives shall be entitled to eater the Premises at all reasonable times for the purposes of: (i) inspecting them; (ii) making repairs which Landlord is obligated to make under this Least; (iii) curing a default of Tenant; (iv) posting any notice permitted by taw that would relieve Landlord from responsibility for the acts or omimioas of Tenmt; (v) exhibiting the Premises to prospective buyers, lessees or leaden; and, (van)posting ordinary signs advertising the Premises for sale or for lease during the last one hundred eighty (1w) days of the term or any extended term hereof. ARTICLE 18 LaUTATION ON LIABILITY in the event of any actual or alleged failure, breach or default hereunder by Landlord: (a) Tenant's sole and exclusive remedy shall be against Landlord's interest in ping Center. (o) No partner, muter lessor, officer, agent or employee o card shall be stied or named as a party in any suit or action, or served with process. or m answer or otherwise plead to my srnviw of process, nor will anyj Agmeot be tak my partner, master lessor, officer, agent or employee of Landlord. Any judgment nost any partner, master lessor, officer, agent or employee of Landlord may be set aside at my time once pro runt, and no writ of execution will ever be levied a of any partner, muter lessor, officer, agent or employee of Landlord. (c) nano and agreements contained within this Article 19 shall inure to the benefit of sad shall be ARTICLE 19 ASSIGNMENT AND SUBLETTING 19.1 Coruent Fnu'red. Notwithstanding anything to the coetnry contained herein, Tenant sball not assi;a this pease or any interest herein, or sublet, license, grant say mace_csioa or otherwise give permission to anyone other than Tenant to use or occupy all or any part of the Premises without the prior written consent of Landlord. The sale, assignment, transfer or disposition, whether for value, by operation of law, gi ft, will or intestacy of 01 twenty-five Percent M%) or mon of the issued and outstanding stock of Tenant if Tenant is a corporatioa; or, (ti) the inte:w of say general Partner, joint veimm. association or cotenancy shall be deemed an assignment of this Lease under this psngnph. Landlord and/or Landlord's agent shall be entitled to an application fee of Five Hundred Dollars (S300.00) be paid at the time of application for approval of my assignment or subletting as a coadidcri precedent to the processing of my such request for Landlord's consent. Sueb fee is a processing f« only, however, and shall in no way obligate Landlord to consent to the requested assignment or sublease. 19.2 General Condiliorts. In the event of my assignmmI of this Lease, Tenant shall ret—ia primarily liable under this Lease. Such liability shall continue throughout the remaining term of this Lease, including any renewal terms, ooewitladmding any subsegtteat or further assignment of this Lease, whether or net Tenant has consented to or approved such assignment Nor shall rich liability be extinguished or reduced by any later amendment or modification of this Lease, whether or not Tenant approves Of coasean to such amendment or modification. in the event of any assigazzatat or sublease, the assigtau or sublessee shall ague is writing to perform and to be bound by all of the covetimu of this Lame requixed to be perfasmad by Tenant. Landlord's approvsl of am astigamm, or subletting by Tenant of its interest in this Lease shall not be deemed to be an approval of any further assign—t or subletting. ,�( — A Page 16 of 23 99% ARTICLE 20 NOTICES Wbenever under this Lase provision is made for notice or demand, it shall be in writing and signed by or an behalf of the parry giving the notice or making the demand and served by persona) delivery, registered or certified mail or by telegraph. If served by registered or certified mail, is shall be deposited in the United States mail, postage prepaid, with return rerripe requested, addressed to the parry to whom such notice of demand is to be given at the address stated in the Basic Lease Provisions, as the case may be, and shaU be conclusively deemed served on the data indicated on the rattan receipt and if the receipt is not returned, that fortyeight (49) hours after mailing. If served by telegraph, service to the addressee shall be conclusively deemed made as confirmed by the Wegraphic agency making delivery. If served by personal delivery, service sb4 be deemed made as of actual delivery. The address of either party may be changed for the purpose of this paragraph by written notice to the other party. ARTICLE 21 SURRENDER OF POSSESSION 21.1 Surrerdc. At the expiration or other termination of this Lease. whether by lapse of time or otherwise, Tenant shall surrender the Premi3es as of such date broom clean and in good condition and repair, reasonable wear and tear excepted. 211 Midi" O+er. (a) If Tenant holds over after the expiration of the term hereof with the express consent of Landlord, such holding over shall, in the absence of a written agreement be deemed to have created a tenancy from month-ro-mooth, terminable on thirty (30) days written notice by either parry to the other, at a fixed minim lm rental equal to two hundred percent (200%) of the fixed minimum rental in effect immediately prior to the expiration of the term, and at a percentage rental equal to two hundred percent (200%) of the percentage rental in effect immediately prior to the expiration of the term, and otherwise subject to all terms of this Lase. Nothing contained in this paragraph shall be construed as consent to such holding over by Landlord. (b) If Tenant fails to surrender the demised premises upon the terminatioe of this Lease, Tenant shall defend, indemnify and shall hold Landlord free and harmless from 1= or liability resulting from such failure, including, without limitation, the generality of the foregoing, nay claims made by nay succeeding tenant arising out of such failure to surrender the Premises. ARTICLE 22 QUIET ENJOYMENT Subject to the provisions of this Luse and conditioned upon performance of all of the provisions to be performed by Tenant hereunder, Landlord shall secure to Tenant during the lease term the quiet and peaceful possession of the Premises and all rights and privileges appertaining thereto. ARTICLE 23 SUBORDINATION Tenant agrees that this Law, a Landlord's option, shall be subordinate m: (a)any first and junior mortgages at first and jam cr trust deeds that may bereafur be placed upon the premises and to nay advanea to be am&theretmdar, any interest %Kwn and all reswda, rspiwments and extensions thereof, provided that such mortgagees or bessfidaries first tequM meh mbadinatim and datou ter agree in writing to recognise this Law in the avant of foreclosure if Tenant is Page 17 of 23 •' ,a.•. 17 of 11 95:: thereafter, elect to terminate Tenant's right to possession and this Lease in the event that at such time Tenant remains in default hereunder. 25.4 Waiver of Notice - Performance by Landlord. Notwithstanding any provision of this Article 25, if, (i) Tmant fails to comply with any governmental requirement, Tenant shall not be entitled to notice of default from Landlord or any right to cure beyond the period within which such compliance may be required by such governmental requirement; (ii) if this Lease expressly provides that this Lease may be terminated effective on service of notice, Tmam shall be entitled to cure in default only if the right to cure is required by law; or, (iii)if, in Landlord's judgment, the continuance of soy default by Tenant for the full period of notice provided for herein will jeopardize the Premises or the rights of Landlord, Landlord may, with or without notice, elect to perform those acts in respect to wbich Tenant is in default for the=count and at the expense of Tenant. If by reason of such default by Tenant, Landlord is compelled to pay or elects to pay nay sum of money, including, but not limited to, reasonable attorneys feu, such sum or sums so paid by Landlord, with interest thereon from the dam of such payment at the rate provided in paragraph 25.5, shall be due from Tenant to Landlord an demand. -25.5 rnterm Any amount data to Landlord not paid when due:ball bear interest at the maximum rate allowed by law from the date due. Payment of such interest shall not excuse or cure any default by Teoaat Under this Lein 25.6 Other Remedies. Nothing contained herein shall limit Landlord to the remedies set forth in this Article 25 and, particularly, thou which are set forth in paragraph 25.1, and upon Tenant's default, Landlord shall be entitled to exercise soy right or remedy tben provided by law, including, without limitation, the right to obtain injunctive relief and the right to recover all damages =used by Tenant's default in the performance of any of its obligations under this Lease. Tenant, along with all other remedies afforded herein, shall share the right to my and all other remedies at law or in equity. All remedies shall be distinct, separate and cumulative, none being to the exclusiaa of the other. ARTICLE 26 INSOLVENCY 26.1 Breach of Lease. The filing of any petition by or against Tenant under any chapter of the Banlauptcy Act, or any successor statute thereto, or the adjudication of Tenant as a bankrupt or insolvent, or the appointment of a receiver or t=utee to take possession of all or substantially all of the assets of Tenant, or a general assignment by Tenant for the benefit of its creditors, or any other action taken or suffered by Tenant under any state or federal insolvency or bankruptcy act, shall coa.stitutz a default under and breach of this Lease by Tenant, regardless of Tenant's compliance with the other provisions of this Lease, and Landlord, at its option and by written notice to Tenant, may exercise all of the rights and remedies provided for in Article 25, including the termination of this Lease, effective on the service of such notice, without the nee, s ry of further notice under Article 25. 26.2 Ooeration of Law. Neither this Lease nor soy interest herein, nor any estate created hereby, shall pass by operation of law under any state or federal insolvency or bankruptcy act to any trustee, receiver, assignee for the benefit of creditors or say other Person whatsoever without the prior written canseat of Landlord. Any purported transfer in violation of the provisions of this paragraph shall constitute a default under and breach of this Lease, regardless of Tenant's compliance with the other provisions of this Lease, and Landlord, at its option sad by written notice to Tenant. may exercise all of the rights and mmediez provided for in Article 25, including the termination of this Lease, effective on the service of stab notice without the necessity of further notice as provided under Article 25. 26.3 Nan-Waiver. The acceptance of teat at lay time and from time to time by Landlord from Tenant is debtor in possession or from a traasfeaaa of the type mentioned in pangtaph 26.2, shall not preclude Landlord from exercising its ( rights under this Article 26 at nay time thereafter. Page 19 of 23 _• _..- rn ,f�e SSZ • 1 ARTICLE 27 REMEDIES CUMULATIVE The various rights, elections and remedies of Landlord and Tenant contained in this Lease shall be cumulative and no one of them shall be construed a exclusive of any of the others, or of any right, priority or remedy allowed or provided for by law. ARTICLE 28 MANAGEMENT OF SHOPPING CENTER - COLLECTION-CHARGE Landlord may, at any time, engage a manager to operate the Shopping Center on Landlord's event, Tenant shall pay to Landlord, within tin (10) days after tat not ttan nM than monthly. Tenant's ro ea led by such manager (which administrative fee shall not in . . In addition, Tenant shall pay to Landlord a ea acoa charge of Sevmty Five DoUara (575.00) for preparation of each demand for delinoucat ragsswgiljor other sums which may be due under this Leese. t ARTICLE 29 j ATTORNEYS' FEES i If either party to this Leese brings any action or files any proceeding against the other �us Lease or for the declaration or interpretation of any rights hereunder, the prevailing fun all be out of this prevai g party therein shall be entitled to recover from the other party all rents and expenses, including reasonable attorneys' fees, incurred by the prevailing party as determined by the cotat. If either patty ('secondary party') without its fault is made a party to litigation instituted by or against the other party ('primary pay'). the primary Party 'stall pay to the secondary pasty all costs and expenses, including reasonable attorneys' fees and any judgment rendered, incurred by the secondary party in connection therewith. ARTICLE 30 WAIVER OF DEFAULT The waiver by either patty of any default in the performance by the other of any covenant contained herein shall not be construed to be a waiver of any preceding or subsequent default of the same or any other covenant contained herein. The subsequent acceptance of rent or other sums hereunder by Landlord shall not be deemed a waiver of any preceding default other than the failure of Tenant to pay the particulm rental or other sum or portion thereof so accepted, regardless of Landlord's knowledge of such prwAdinl default at the time of acceptance of such rent or other sum. ARTICLE 31 NO PARTNERSHIP Landlord is eat and sball not be darned to be in any way or for any purpose an agent, employe, principal, partner,joint venturer or member of any joint enterprise with Tenant. ARTICLE 32 SUBTENANCIES The voluntary or other surrender of this Lease by Tenant or a mutual taoaUatioa of this Lease shaU not effect a merger and shall, at Landord's option, WmiA-ter all existing subtemacies or Opera,e as an anigemmt to laadlatd of nay or all of Mach subs usscia Page 20 of 23 -- ....•n.r.s 99% ARTICLE 33 SUCCESSORS Subject to the mtrictio¢s o¢assignment or subletting contained herein, this Lease shag be binding upon and shill inure to the benefit of the parties hereto and their succeson. The term 'successors' is used herein in its broadest pnaaiby meaning and includes, but is not limited to, every person succeeding to any i¢terat im this Lease or to the Premise of Landlord or Tenant herein, whether Such Succession results from the act or omission of such pasty. Each eo semis s condition of this Lease shall be handing upon all assignees, agents, subtenants, licrosss and moeessio¢aites of Tarrant.and ARTICLE 34 REMOVAL OF TENANT'S PROPERTY Upon the expiration of the term of this Lease or upon any earlier termination hereof, Tangent shall itamediardy remove, u its own expense, ail trade futures, equipment, merchandise and Property') Which were installed by Teasot or an sublessee, P°sOlj ProPe+tY (collectively called 'Lessee.5 Tenant is is defanit, Tenant shall net Y concessionaire or iiceatee i¢ or upon the Premise; but, if remove Tenant's property unless notified by Landlord to do so. In rase of any iR*y or damage to the building or my portion of the Premises reaulti¢g from the removal of Tenant's property, Tenant shop removal pay tl Landlord the mat Of remove ray such injury or damage. In the event Tenant should fail to complete soak removal promptly. Landlord may remove. any or ill items of Tessant's property from the Premises and dispose of them in any mummer masisreat with law and Tenant shall pay upon demand to Landlord the actual expense of such re repayment by Tenant. _l and disposition together with interest at the rate prescribed in pangnph 25.5 fro m the date of payment by Landlord untt7 ARTICLE 35 EFFECT OF CONVEYANCE If, during the term of this Lase, Landlord conveys its interest in the Premises, or this Lease, then from and after the effective date of such conveyance, Landlord shall be released and discharged from any and all further obligations and responsibilities under this Lease. including, but not limited to, those relating to any security deposit held by Landlord, except those already accrued of which Landlord has notice at the time of conveyance. ARTICLE 36 INTERPRETATION/AIN ENDMENrT The option by which the Articles and parsgrapbs of this Lease arc identified are for convenience only and shall not affect the interpretation of this Luse. Wherever the contest so requires, the singular number shall include the plural, the plural shall include the singular. the neuter gender shall include the margin and the feminine genders. If there is mare than ax signatory hereto v Tenant, the liability of such signatories shall be joint and several. If any provision of this Lease shall be held to be invalid by a court. the remaining provisiens shall remain is leap farce and effect and shall in no way be impaired thereby. It is understood that there are on oral agreements betwetn the part ies hereto affecting this Lease or any Addenda attached hereto, and this Lease(together with any Addenda attaebed hereto) supmedea and uaneeh any and all previous negotiations, agreemenU, brochure, agreemants and hereto or displayed by Lmdlortd to Temamt with mdersuadings, if any, betwesas the partie Ancillary material shall be respect to the Prem'set desCribed herein. and ¢o such eatra¢eoua or used n interpret or construe the terns of this Lase. There shill be ¢o modification tr amendment of this Lease except zt may be executed in writing by each of the parties hereto. Page 21 of 23 .....er .,r+s 99z . ARTICLE 37 TINT E OF ESSENCE Time is of the essence of each provision of this Lease. All provisions relating to time shall be strictly constrtted. ARTICLE 38 BROKERS Landlord represents that it has utilized no broker with respect to the arrangement, negotiation or execution of this Lease, except as may be set forth in the Basic Lease Provisions. Tenant agrees to defend, indemnify and hold Landlord harmless from and against any cost, claim or damage incurred by Landlord as a result of any claim by any broker or other person seeking a Commission, finder's fee or similar payment with respect to the arrangement, negotiation or execution of this Lease, other than as may be payable to the broker (if any) set forth in the Basic Lease Provisions. ARTICLE 39 CORPORATE RESOLUTIONS If a corporation executes this Lease as a tenant, Tenant shall promptly furnish Landlord certified corporate solutions attesting to the authority of the officers executing this Lease on behalf of such corporation. ARTICLE 40 SECURITY DEPOSIT 40.1 Deoosi tc. Twat has deposited with Landlord the sum set faith in the Basic Lease Provisions as the Security Deposit to be :"ined with Landlord as security for the faithful performance by Teaamt of all of the terms, covenants and conditions of this Lease by Tenant to be kept and performed, which deposit shall be increased from time to time as the Minimum Aamual rental increase, so as to maintain at all times during the term the same ratio between the Security Deposit and the Minimum Annual Rental as exists at the commencement of the term. In the event that Tenant is not then in default, any unused portion of the security deposit dull be returmed to Tenant within fourteen (14) days following the ezpintion of this Lease. In no event shall Landlord be obligated to pay interest on such security deposit. Landlord may commingle such funds with other funds of Landlord. The taking of such security by Landlord shall ion no way be a bar or defense to my action in unlawful detainer or far the recovery of the Premises or for any other action which Landlord may, at any lime, institute for the breach of my teen, covenant or condition contained berein. 40.240.2 Perfortnanre. In the event of failure of Tenant to keep and perform any of the terms, coveams and conditions of this Lease to be kept and performed by Tenant during the term of this thereof, then Landlord, at its option, may appropriate and apply said entire deposit,�Oroso my h therreofras may be necessary to compensate Landlord for loss or damage sustained or suffered by Landlord due to such breach on the part of Tenant. Should the entire deposit, or my portion thereof, be appropriated and applied by Landlord for the payment of overdue rent or other sums due and payable by Tenant to Landlord hereunder, then Tenon shall, upon the written demand of Landlord, forthwith remit to Landlord sufficient current funds to store said security to the ariginal sum red, and Tenant's fadure to do so within five(5) days after receipt of such demand shall constitute a material breach of p this it eases Page 22 of 23 ARTICLE 41 OPTION TO RENEW Tenant is hereby granted the option to extend the term of this Lease for ONE(1) FIVE(5) year period, hereinafter referred to as the "Extended Term", by giving notice of exercise of the option ("Option Notice") to Landlord at least three (3) months, but not more than one(1) year, before the expiration of the Basic Term, or the then current Extended Term, as the case may be; provided, however, that if Tenant is in default on the date of giving any such Option Notice, shall be totally ineffective, and provided further, that if Tenant is in default on the date that the Extended Term would otherwise commence, such Extended Term shall not commence and this Lease shall expire at the end of the then current term. Tenant shall have no other right to extend the term beyond the last extended Term described herein. During the Extended Term all of the terms and provisions contained herein shall apply except that commencing at the beginning of each Extended Term, the Annual Basic Rent shall be increased to an amount set forth in the Renewal Addendum attached hereto. or if no such addendum is attached, the Minimum Annual Rental shall continue to increase in accordance with the provisions of Section 4.3 of this Lease. IN WITNESS WHEREOF, the parties have executed this Lease to be effective as of the date set forth in the Basic Lease Provisions. LANDLORD ALLAN STEWARD, INC. By 4AZf T e? A'bAU APPROVED AS TO FORM Titl AND LEGAL CONTENT JAMES F. INMAN TENANT CITY OF SAN BERNARDINO C ATTORNEY By: RMUH VALLES, MAYOR Page 23 of 23 ADDENDUM TO LEASE AGREEMENT BETWEEN ALLAN STEWARD, INC. (LANDLORD) AND CITY OF SAN BERNARDINO (TENANT) DATED: JANUARY 24, 2000 LANDLORD AND TENANT ACKNOWLEDGE THAT- A. Landlord approves and consents to Tenant placing on Tenant's entry glass door and/or glass store front a replica of the San Bernardino City Seal and a replica of the city of San Bernardino Police department Badge, provided that, each replica is less than four feet (4) high nor more than two feet (2') wide. LANDLORD TENANT ALLAN STEWARD, L\C. CITY OF SAN BERLNARDINO By By: Title: iYL � ,l •L JUDITH VALLES, MAYOR APPROVED AS TO FOIM & LEGAL CONTEND JAMES F. NMAN I By: C ATTORNE i Page 23a of 23 i 266 9� B.` Z )DW' E N-jr F:t T O 0 VII r s M' STREET T I N T _ Tf m G1 Z y II I INI n 7 0 x.u1 or.• I I ro I� 'o I I N 7 in 3 II I _ I a Iz y r I r" 00 a I .I C p QI A w Ii Y1w1 MEA 1CYOOL O I n f I w ,i f ' i' I W V • w '� t � T,, Ias1 v�YLE55 M1 iR SHOES 1 I I III t ! ' i N L IR I 'G' STREET �E EXHIBIT "C" TENANT IMPROVEMENTS Tenant improvements, per the attached floorplan, will be completed by and at the expense of the tenant. . Tile itery s Endorsement below constitutes Landlord agreement to all improvements noted per attached floorplan. LANDLORD: TENANT: ALLAN STEWARD, INC. CITY OF SAN BERNARDINO By By: "11 T ,lNC• JUDITH VALLES MAYOR APPROVED AS TO FORM & L C NTEI JA`[ES I N By: CITY ATTOILYEY } � � LU kƒ cl s); IF \gig k � S � ( � . �� #ƒ � 7 }`■ moo§ Cl a /cam q 2f 7 a o I � \o ]! o \ coo - � 2 ! ` , d— ) q . , -§ ) _ ± )$w a. ) \ § § Rk ° j _ ¥ / : 0 ; a;§ w @Jw0 ` c �( 6 /uj \ \ W6± q { 0 /Mom \~OZww \Uo2 wIII kmkn ) * 2(& . ~- m I , � ; / g � EXHIBIT "Ell DELIVERY ESTOPPEL COMMENCEMENT AND TERMINATION DATE OF LEASE AND LESSEE'S OBLIGATION Pursuant of the terms and conditions contained in this Lease: 1. The Commencement Date of the term of the Lease is. or shall be deemed to be January 24, 2000. 2. The date upon which rent shall commence is January 24, 2000. 3. The date upon which the term of this Lease shall expire is February 1. 2005. 4. The date upon which Tenant received the keys to the Premises is February 1. 2000. DATED this day of January, 2000. LANDLORD ALLAN STEWARD, LNC. Bv, EW 4 i� Title:jR Auw � APPROVED AS TO FORM TENANT & LEGAL CONTENT CITY OF SAN BERNARDINO JAMES F PENMAN By By: CITY ATTORNE JUDITH VALLES, MAYOR Best Marshalls Plaza San Bernardino California Sign Criteria EXHIBIT "D" SIGN CONSULTANT & DESIGN APPROVAL Quiel Bros. 272 South I Street (909) 885-4476 San Bernardino, CA 92410 Fax (909) 888-2239 L GENERAL Signs are not only effective as store identification but are a source of interest,excitement and good advertising when designed with taste and in harmony with the design standards of the shopping center. The sign regulations herein have been set up for the purpose of achieving the best possible effect for store identification and overall desien,while allowing each tenant creativity within the limits of their leasehold. Experience has proven that all stores in the Center benefit by the establishment of sign controls such as herein set forth. I 11. APPROVALS A. The design and construction of tenant's exterior sign must receive written approval by landlord's design consultant prior to fabrication and installation. Landlord's approval shall be based on: 1) Conformity to the sign criteria established for the center,including fabrication and method of installation. 2) Harmony of the proposed sign with the design standards of the Best Marshall Plaza and co-tenants. Landlord has the specific right to refuse approval of any sign which does not conform to the specific criteria set forth herein. B. To secure Landlord's approval, tenant agrees to conform to the following procedure: 1) One copy of the detailed sign design drawing of the sign submitted to Landlord at: Allan Steward Inc. 104 E.State ST. NQ Redlands,CA.92373 AND: I 2) Four copies of the detailed sign design drawing of the sign submitted to Landlord's sign consultant at: Quiet Bros. - 272 South I Street San Bernardino,CA.92410 C. Unless landlord and design consultant have both received the above described plans in the quantities set forth above. Landlord will not approve tenant's exterior sign. The sign drawings are to be prepared b a reputable state licensed sign contractor.The sign drawings must indicate the following information: 1) A scaled storefront drawing reflecting the proposed sign design and all dimensions as it relates to the storefront elevation of r tenant's premises. EXHIBIT "D" Formerly C-1 2) A plot plan indicating location of tenant sign. 3) Sizes of sign letters must be accurately dimensioned and spaced and drawn at a minimum of W=1'-0" scale. 4) Section through sign and facia to show its construction methods. 5) PleAglass colors,paint finishes and types of materials. 6) Neoln tubing sizes,colors,wattages and intensity. All drawings marked"Disapproved" or"Approved as Noted" must be re-submitted as here and above set forth in paragraph"B" with required corrections. Tenant or its sign contractor will not be permitted to commence installation of the exterior sign, unless the following conditions have occurred: 1) A stamped set of the final sign drawings reflecting Landlord or Landlord's design consultant's approval are retained at tenant's premises at all times during the installation of design and for a period of thirty(30)days thereafter. 2) NOTE! No sign shall be constructed until approved building permits from the City of San Bernardino Building and Safety Department are received. 3) Tenant or it's sign contractor must obtain Landlord's approval of the date the sign installation is to occur, which approval must be obtained no later than 24 hours prior to installation date. 111. GENERAL SIGN CRiTER1A&RESTRICTIONS A. Each tenant shall be permitted one illuminated Pan Channel Letter sign to be located only on the space and on the surface specially provided for same on the building exterior in accordance with the drawings attached hereto.'No other signage is permitted on the exterior of the premises. Tenants with a corner unit will be permitted two signs providing the sign area does not exceed the maximum allowed by city codes or as designated in this sign criteria. B. Sign length shall not exceed 70% of leasehold width or in the event of a sign band end wrap return which is less than leaseline,shall be Computed at not to exceed 70% of sign band width. Signable area shall be centered on facia vertically and horizontally. Maximum and minimum letter heights are reflected on page C-6 hereto. Optional logo plaques and special one piece Pan Channel Letters are subject to approval by landlord or his designated agent. C. The advertising or information content on the sign shall be limited to letters designating the store name or established trade logo as set forth in signed lease documents between tenant and landlord. Tenant shall displav their established trade names only. The trade name may be used only one time per permitted sign location. No additional advertising will be permitted,ie: "Discount Sales', "Quality Shoes", "Ladies Wear", prices,etc.or miscellaneous brand names included in their operation. EXHIBIT "D" Formerly C-2 D. The face colors and type styles of all signs shall be subject to Landlord's approval. In the event the tenant does not have an established exterior sign identity, the Landlord recommends that the lettering style be designed by the sign contractor to reflect a visually exciting look. Established trade logos and signgage shall be permitted providing they conform to the criteria described herein. E. Logo cabinets used in conjunction with individual letters will be considrlred a part of the sign,subject to Landlord approval. F. The Tenant shall pay for all signs, their installation( including final connection, transformers and all other labor and materials)and maintenance. Tenant sign contractor must file,pay for and obtain any licenses, permits and variances as required for sign installation. G. Note, page C-5,C-6,C-7 and C-8 are an integral part of the exhibit. Please refer to these pages for additional information, location and fabrications. H. No box-type signs will be permitted 1. Individual shop address numerals will be installed by the Landlord J. No signs will be permitted on any awning. K. No temporary signs of any nature will be accepted without prior written approval by Landlord. L. No tenant shall affix or maintain upon any glass or other material on the storefront signs unless they shall first have received the written approval of the Landlord,other than the signs shown on the following pages of the criteria. IV. FABRICATIONAND INSTALLATION A. The fabrication and installation of all signs shall be subject to the following restrictions: 1) All Channel Letters are to be fabricated 22 GA.Sheet metal with welded seams filled and buffed prior to painting. Fabricated full welded aluminum letters with aluminum backs will be permitted. Channelunte, Channel Classic and Channel Let-R-edge type letters will not be ermitted due to rapid p p deterioration factor(no exceptions). 2) Letter faces shall be 1/8" thick,flat surface colored Plexiglass as manufactured by Rohm&Haas or approved equal. Painted plexiglass will not be permitted. 3) a. Retainer trim cap shall be 3'4" bronze" Plasco" brand trim cap edge. Retaining screws shall be#7 x 3/8 Phillips-type sheet metal screws. All trim cap retaining screws must be painted to match bronze trim cap color. b. 5"deep letter returns shall be painted minimum of 2 coats of 88540A Dark Bronze Dupont Centari acrylic enamel as manufactured by Dupont(enamel finish, to be semi-gloss). EXHIBIT "D" Formerly C-3 4) Neon tubing will be 13 millimeter,3" on center or less. 5) 60 MA. High power factor transformers shall be used for all neon tube system. 6) PK Housings or Hage connectors shall be used for all neon tube system. 7) All sign letters shall be secured by concealed fasteners,stainless steel or nickel or cadmium plated and pegged out from wall W' to allow water runoff. 8) No exposed lamps will be permitted. 9) All penetrations of the building structure required for sign installation shall be sealed in a watertight condition and be patched to match adjacent finish. 10) No sign company labels will be permitted on the exposed surfaces of the signs except those required by Underwriter Laboratories which shall be placed in an inconspicuous location on first letter only. 11) All Channel Letters must have a 3/16" dia. Drain holes at bottom of every letter. All signs shall be fabricated and installed with U.L. approved in compliance with all applicable building and electrical codes. Sign manufacturer will supply a U.L. table if required by local authorities in an inconspicuous location. 12) The Landlord shall provide primary electrical service terminations to the signage area on the rear side of the parapet wall. 13)All signs shall conceal all necessary wiring, transformers, ballasts, starters and other necessary equipment within their individual letters or behind storefront construction. 14) It is the responsibility of the tenant's sign contractor to verify all conduit and transformer locations and service prior to fabrication. 15) Each tenant,or it's sign contractor,shall be responsible for the repair of any damage to the building caused by the installation of said tenant's sign. 16) Each tenant shall be responsible for the performance of it's sign contractor. 17) Tenant shall be responsible for removal of his sign within(30) days after vacating the site. Removal of the sign shall include the repair of the wall surface back to the original condition. 18) Installing sign company must provide one color photograph (Polaroid or equal)of installed sign to be sent to sign consultant for approval along with a photocopy of a final approval by city inspector prior to payment of balance by tenant. it I EXHIBIT "D" Formerly C4 V. NON-CONFORMANCE A. No field installation changes are permitted without first notifying design consultant in writing. If in the event any sign is changed as to placement and location which differs from plan, sign company will be responsible to repair and relocate sign proper placement at sign company's expense. B. Any siggn that is installed by tenant which is not in conformance to the approded drawings shall be corrected by tenant within fifteen(15)days after written notice by Landlord or Landlord's sign consultant. In the event tenant's sign is not brought into conformance within said fifteen day period, then Landlord shall have the option to correct said sign at tenant's expense. EXHIBIT "D" Formerly C-5 i M , § LA_ > §\ : k � > 7 \ \ \ § . 1 § / 3 ' ] o w � 2 - . e � � � • - ; n = ; „ k E zm ® � C 7 / ( § / 2 / ( 8 \ § ) ( : / > m rn � ) e A , ® ® 4 ! & -0 0 2k / % § | \ 2 ) z g ; of . CA ! § c $ s o $ c= n= . � � . § zo /\ � \ ® § ' ! elf!| . r §Qgr § R § | i ! \ ! }° ! k 37%ƒ . , ■ * . i | ! its § 2 )\ \} � / k 2 ] . ( § . § C \ \/ . ] % 9 §_ - } ! !! o \ �k - ® } | §m : m � ° ) » \ \0/ G n ! � � z � ~ ~ \) } 7 f i � » f EX ! __ , n• • I sup§ BEST, . �_` §Or RESAENTBMERNA ms oCL f,.z a «_�m _� { m me �^ r f= - D CD H � Ilk ? a 2 LA O Ir ,Frm i � I`—. � ��' 3A " � ill ► �!� o L7 a uw 55 e0lriOr m _^ = ACCarnsing V - 5!c-,v (5 n r:e r7LGY.0 wll ,✓s a Fez= /JcA7MF M , R.swlnlCa NUMr Best Marshaffs Plaza �`''� EXHI �\ $CItUPI)t0 Formely C-7 superior BEST MARSHALLS PLAZA -�.. �n eNctrlCal adverfisin� '� SµBERNAROWO,CA. —' — d, nrne,ae r n inn♦ x > G - G n v G _ m z OI r C r m r R N 1 O y p GZO V n C u L n n < O L x n mr2 n - p - y o c N y N s = ae y tr = vu� O aI y r � �n a E x G c i n CAA I ■ I ; O r O y n Z V > n m I y a g yn O i G S K N O N � r O• r1 � n u O C. NN p ZZ O O c n _ 2Z C n (non - m w no So M l'1 OD 920a n m o Z O x > j0 ; ino Z Q C" m mom -' � m0 {FNJ p � r�zz7 b N F a $ Pa �"-no aX . o Z i o C) ° Best Marshalls Plaza u y EX 0 NO.sehurgin Pormely C-8 Mw.y I superior BEST MARSNALLS PLAZA F---SAN SERNARDINO.CA. 616rWral advertising c �— [jjrTe RII f t L' i ® [till if � � I zo r P lit 41 as g o , gg Il � ' i jell IM r lift tit r 'art +r � - !� of I' Vqu k !if R 9 iv a ssss 11 {`� lap F �� J Y I ff`` I 7Y I I I I P + i P ?� i w y ie Z E ill i Pill' � 3 " dip kr i � i s F � V k Qgg p u y v 33G II LL o VT I e 00 Lo- og 9 d 0 J J= u H.11 S 114 L M i } i h i gill Z �� all z : a jjE 0 is Y �^1 A 21 / I I�I Ym M1� I o .e �E t r y �� I �.