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CITY OF SAN BERNARDINO _ REQUEST FOR COUNCIL A~!~} GIN A L
From: Michael A. Billdt,
Assistant Chief of Police
Subject: Resolution of the Mayor and
Common Council of the City of San
Bernardino authorizing the execution of an
agreement between the City of San Bernardino
and SANBAG for the lease of office space
located at 1170 West 3rd Street to serve as the
Western District Community Oriented Police
Station.
Meeting Date: August 1, 2005
Dept: Police Department
Date: July 7, 2005
Synopsis of Previous Council Action
Resolution #91-268 approved on June 21,1991 authorizing an agreement between the City of San
Bernardino and the Smart and Final Shopping Center for the lease of real property to be used as a
Community Oriented Police Station.
Recommended Motion:
Adopt Resolution.
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MICHAEL A. BIUDT, ASSISTANT CHIEF OF POLICE
Contact person:
Captain Steve Klettenberg
Phone: 384-5606
Supporting data attached: Yes Staff Report/Resolution
Ward: First
FUNDING REQUIREMENTS: Amount: - $25,000
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SOURCE:
001-213-5706 Renovations
XCil Notes: tj
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Finance
Agenda Item No. 3a--
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CITY OF SAN....BER,NARDINO - REQUEST FOR COUNCIL ACTION
STAFF REPORT
SUBJECT
Approval of a Resolution authorizing a lease agreement between the City of San Bernardino and SANBAG
for office space located in the Santa Fe Depot building at 1170 West 3rd Street to serve as the Western District
Community Oriented Police Station.
BACKGROUND
The San Bernardino Police Department has an opportunity to relocate one of two Community Oriented
Police Stations located within the Western District. The recendy restored Santa Fe Depot building at 1170
West 3rd Street provides an attractive, functional environment for department personnel and community
members. The location of the 1800 square foot office within the Santa Fe Depot provides optimal visibility,
adequate parking and a location within the Western District that is convenient to the public.
On June 30, 2005 SANBAG approved a proposal to house a San Bernardino Police Department Community
Oriented Police Station within the Santa Fe Depot building located at 1170 West 3rd Street.
The 1800 sq. ft - ground floor office space will house the 4O-person Western District staff, serving as a base
for Western District police activities. The Community Oriented Police Station will be fully staffed and
accessible to the public five days a week.
FINANCIAL IMPACT
As oudined in the lease agreement, The San Bernardino Police Department and SANBAG will share the cost
of tenant improvements to prepare the office space for occupation by the Western District police staff.
The San Bernardino Police Department will contribute $25,000 toward these improvements while SANBAG
has agreed to contribute $75,000. Improvements will include removing/relocating walls and doors, painting,
flooring, telephone and computer lines.
Terms of the lease include an annual payment of$1.00 and (5) multiple year renewal options.
A budget line item of $25,000 for the tenant improvements was approved in the FY 2005-06 Police budget in
account 001-213-5706.
RECOMMENDATION
Adopt resolution.
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RESOLUTION NO.--t ~ If>> r
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
BETWEEN THE CITY OF SAN BERNARDINO AND SANBAG FOR THE LEASE OF
OFFICE SPACE LOCATED IN THE SANTA FE DEPOT AT 1170 WEST 3RD STREET.
BE IT RESOLVED BY THE MA YOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
SECTION, I. That the Mayor and Common Council are hereby authorized and directed
to execute a lease agreement between the City of San Bernardino and SANBAG for 1800
square feet of office space located in the Santa Fe Depot building to serve as the Western
District Community Oriented Police Station.
SECTION 2. That the Mayor and Common Council authorize the expenditure of
$25,000 approved in the FY 2005-06 budget for tenant improvements and relocation costs.
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Section #
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Exhibit "A"
Exhibit "B"
Exhibit "C"
Exhibit "0"
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TABLE OF CONTENTS
Summary of Lease Provisions
Premises
Common Areas
Parking
Term
Rent
Common Area Operating Expenses
Rent Increase
Security Deposit
Use
Maintenance & Repairs
Utilities & Services
Alterations & Additions
Insurance & Indemnity
Property Taxes
Assignment & Subletting
Default; Breach; Remedies
Late Charges
Estoppel Certificate
Surrender; Move-out
Holding Over
Substituted Premises
Landlord's Access
Security
Signs
Subordination
Options
Damage or Destruction
General Lease Terms
Additional Terms
Signatures
Rules & Regulations
[intentionally omitted]
Site Plan
Scope of Tenant Improvements
Pace #
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M.'1l'tt
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1. Summary of Lease Provisions
~ 01 Parties: ThIS lease. dated tor reference purcoses oniy July 26.2005 15 maje by an::! oetween San Bernardino
Associated Governments, a California jO,int powers agency (SANBAG) (nereln called "Landlor::r i a~d San Bernardino
Police Department (here;n called "Tenant')
1 02 Premises: UrHt Number(s) [TBD] I conSisting of approximately 1,800 rentable s~,...:;e feet more or less as defined
In SectIon 2 (the "Premises")
1 03 Building: Commonly described as be~ng located at 1170 West 3rd Street In the City of San Bernardino. County
of San Bernardino, State of California
104 Term: One (1) year, commencing upon substantial completion of Tenant Improvements ("Commencement
Date") and endIng [TSO] as defined tn SectIon 5
1 05 Base Rent: S 1.00 per year. payable on the first calendar day of each year. per Section 6 Note cf CJanf/carlon In
recognltlo.1 mat me CIty of San Bernard/f'lc IS a CO.OWf'ler of me Depot trye CIty of San Bernardmo has mvested substantial
local fmanclal resources to the Depot s restoration and the presence of a police substation In the Depot contributes to the
prOVISion of secunty, thus the Base Rent WlfI only be S 1 00 per year
106 BeH-Aet'tt-ffierc88E.:.RRl:JSli, til'1e l'fI6f1tMI, Ba3e RePll198,al:1ls l:Jl'lae teet.eR 1 (;$ 3R8f1 Be aB}t:l3tea 83 ~re. sed
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1 07 Late Charges: 6% If any Installment of Base Rent, Operating Expenselncrease, or any other sum due from Tenanl
shall not be recelVeo by Landloro WithIn 5 days at:er the first day of each month
1 08 Security Deposit: $0.00
109 Tenant's Share of Common Area Operating Expenses: 4.1% as defined in Section 6
1 10 Parking: Any available maxImum unreserved and unassigned vehicle parking spaces for Tenan!'s VISitors (whO
shall not utilize any spaces reserved for otner occupants of the Depot). and five (5) reserved parking spaces for Tenant's
employees as provlced for In Secllon 4
1 11 Use: Police substation.
112 Utilities: PrOVIded by Landlord (subject to rellTlbursement as may be provldej for In tnlS Lease)
Water/Sewer/Gas/Trash Prevlced by Tenant Electricity/Phone/Data. as further defineCl and s:..JbJect to the provlSlors
111 Se.::t,on 11
~ : 3 Maintenance & Repairs: Inter,or 0' Premises maintained by Tenant, Ex-tenor of BUlidlng marntained by Landlord
s:.Jc;ec1 to ond In accordance With Section' 0
i ~4 Insurance: $1.000,000 Iiab,lity pol,cy reqUired to be camed by Tenant pnar to Occupancy. see Section 13
1 15 Options to Extend: Tenant has five (5) Ophons to E>.lend tne term o~thls Lease for a penod of one (1) year each,
as provlaed br In Sect,on 25
1 16 Tenant Improvements: (CheCk one)
;. Tena'lt to accept Premises In as-Is cond't'on
~ ~andloro 10 prOVide Tenantlmprovemer.ts as prOVided for In Paragraph 29
g 1" enan: 10 prOVide T enan: Improvements as p~o\/lded for In Paragraph _
1 i 7 Notices:
To Landlord
To Tenant"
San Bernardino Associated Governments,
a California jOint powers agency (SANBAG)
clo City Commercial Management
10722 Arrow Route - Suite 500
Post Office Bo. 548
Rancho Cucamonga, CA 91729.0548
Telephone: (909) 948-1662
FAX: (909) 9411-1349
2. Premises.
San Bernardino Police Oept.
Altn: Chief of Police
710 N. D Street
San Bernardino, CA 92401
(909) 384-5742
Landlord hereby leases to Tenant for the term at the rental. and upon all of the conditions set forth herein.
the Premises as defined In Section 1 02 The Premises. the BUlldlng(s), the Common Areas, and the land.
upon whiCh the same are located. are co!lectlvely referred to as the "Depot" (as per the attached Site Plan)
It is understood and agreed that the square foctage figures set forth in the BaSIC Lease PrOVisions are
apprO>lmatlons which Landlord and Tenant agree are reasonable and shall not be subJect to revISion except
In connection With an actual change In the size of the Premises.
Tenant hereby accepts the Premises and the Depot In their condition existing as of the Lease
Commencement Date or the date thai Tenant takes possession of the Premises. whichever IS earlier. subject
to all applicable zoning, muniCipal. county and state laws. ordinances and regulations govemlng and regulating
the use of the Premises, and any easements. covenants or reslnctlons of record. and accepts thiS Lease
subject thereto and to all matters cj;sclosed thereby and by any exhibits attaChed hereto Tenant acknowledges
that It has satisfied by its own independent Investigation that the Premises are suitable for its Intended use. and
tnat neither Landlord nor Landlord's agent or agents has made any representation or warranty as to the present
or future SUitability of the Premises. Common Areas, or Depot for the conduct of Tenant's buslness~
3, Common Areas.
"Common Areas" are defined as all areas outside the confines of the Premises. Including but not limited to
parking areas. loading and unioadlng zones. trash enclosures, roadways, sidewalks walkways. parkways,
ramps. dnveways. landscaped areas. and that are Within the Depot that are proVided and desi\lnated for the
general non-€.cluslve use of Landlord. Tenant and all other Tenants of the Depot. Tenant, Tenant s employees
viSitors, and invltees hereby agree to abide by and conform to all rules and regulations. which Landlord shall
have the nght In ItS sole reasonable discretion to modify from time to time Landlord shall have the exclusive
Initials:
@CilyCom . Multi: Tenant Commerc,al Lease (rev 4/04). Page 3
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control and management of the Common Areas, however. Landlord shall not be responsible for ::,e non"
compliance of said rules and regulations by other tenants. employees. and Inv'tees to the Depot lanoiord shall
have the nght In ItS sole discretion to (1) make Changes to !he BUilding extenor and/or Common Areas. \2)
close temporanly any of the Common Areas for maintenance purposes so long as reasonable a~cess remains
available. and (3) to add additional Improvements to the Common Areas Under no CIrcumstances shall the nghl
herem granted to use the Common Areas be deemed to Include the nght to store any property. temporanly or
permanently. In the Common Areas Any such storage shall be permltled only Oy the pnor wn~en consent of
landlord or landlord's deSignated agent which consent may be revoked at any time. In the event that any
unauthonzed storage shall occur then landlord shall have the nght Without noltce. '" addition to such other
nghts and remedies It may have. to remove the property and Charge the cost to Tenan!. which cost Shall be
Immediately payabie upon demand by lanOlord
4. Parking.
Tenant shall be enlttled to use the vehicle parking spaces as proVided for m Seclion 1 10 on those pO:1lons
otthe Common Areas designated by landlord tor parKing Tenant shall not use more spaces thar, sa,d
maXimum number. and spaces shall be used only for vehicles no larger that full-Sized passenger vehicles. pick-
up trucks. or sport utility vehicles Any vehicle loading or unloading shall only be perml<<ed '" areas and at times
deSignated by Landlord for such actlvllies landlord shall have the nght, Without notice. 10 tow any of Tenant's
vehicles (or Tenant's employees Invltees. contractors. or VISitors) that are m Violation of any parkmg rules and
regulalions. the cost of which shall be the sole responslbtiJty of Tenant
5. Term.
"Possession" of the Premises shall be deemed tendered to Tenant when (1) improvements. If any. are
substanlially completed. and (2) Tenant has been given reasonable access to the Premises If for any reason
landlord cannot deliver possession of the Premises on the Commencement Date as prOVided for in Section
1 04 the Commencement Date and endmg dates shall be correspondingly extended in reialion to the Term of
Ihls lease and landlord shall not be subject to any liability, nor shall such delay m commencement affect the
valtdlty of thiS lease or the obligations of Tenant hereunder (except that Tenant shall not be obligated to pay
rent unlil possession of the Premises has been deltvered as prOVided for herein) However. there shall be no
abatement of rent or adjustment of the Commencement Date if such delays are caused by actions of Tenant,
Tenant's agents or contractors
6. Rent.
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Rent and Base Rent. Any and all amounts from time to time payable to landlord by Tenant hereunder shall
be referred to herem as Rent, Includmg. but not limited to. Base Rent, and shall be paid m full when due Without
nght of offset, setoff or deduction Tenant shall pay 10 landlord the Base Rent for the Premises as prOVided
of m Section 1 05 Base Rent for any. penod less than one month shall be prorated based upon the actual
numoer of days In the calendar month mvolved. Rent shall be payable in lawful money of the United States to
landlord at the address staled herem or to any such other persons or at any such other places as landlord
may deSignate In wnllng
Common Area Maintenance Ex~nses reAM"). Tenant shall pay to landlord during the term hereof. m
addition to the Base Rent, Tenant's Share as prOVided for In Secllon 1 09 and hereinafter defined. of all
Common Area Maintenance Expenses. as herein defined. dunng eaCh calendar year, also referred to as "CAM
Charges". In accordance With the followmg prOVISions
(a) "Common Area Maintenance Expenses" are defined. for purposes of thiS Lease, as all costs Incurred
by landlord, relating to the ownership and operation of the Depot, IncludingJ but not limited to. the follOWing
(I) The operation. repair and maintenance. m neat clean, good oraer and condition. of the followm9
(aa) The Common Areas. Including parKing areas, loading and unloadmg areas. trash areas,
publiC restrooms. roadways sldewalks,walkways, parKways. dnveways, landscaped areas. stnplng. bumpers,
''''gatlon systems. Common Area lighting faCIlities. fences and gates, elevators, escalators, and roof;
gbb) Extenor signs and any tenant d"ectones
cc) F"e detecfion (Including monltonng costs) and spnnkler s~stems
(ii) T e cost of water. gas, electnclty. and telephone to service the. Common Areas.
(III) Trash disposal, property management. secunty services, aSSOCiation fees, and the costs of any
environmental inspections
(IV) Reserves set aside for maintenance and repair of Common Areas.
(v) Real Property Taxes (as defined In Section 14) for the Building and the Common Areas
(VI) The cost of the premiums for the Insurance pOliCieS maintalnea by landlord under Seelion 13.
(Vii) Any deductible portion of an Insured loss concerning the Building or the Common Areas.
(VIII) Any other services to be prOVided by Landlord that are stated elsewhere In thiS lease to be a
Common Area Maintenance Expense
Ilx) Any management fees incurred by landlord In connection with the operation of the Depot or,
at Landlord's oplion. In lieu of any such management fees. 15% of CAM Charges as computed Without regard
to thiS clause (Ix)
(b) Any Common Area Mamtenance Expenses and Real Property Taxes that are specifically aUhbutable
10 the Building or to any other building In the Depot or to the operation. repair. and maintenance thereof. shall
be allocated enl"ely-'o the bUilding orlo such olher bUilding. However any Common Area Operating Expenses
and Real Property I axes !hat are not speCifically aUnbutable to the BUilding or to any other building or to the
operation, repa", and mamlenance thereof, shall be eqUitably allocated by landlord to all bUildings In the
Depot.
(c) The inclusion of the improvements. facilities. and services set lanh in thiS Section shall not be
deemed to Impose an obligation upon landlord to either have said improvements or facllltJes o. r to prOVide those
serviceS unless the Depol already has the same or landlord already prOVides the services
(d) Tenant's Share of Common Area Operating Expenses (CAM Charges) shall be payable by Tenant
Within len (10) days after a reasonably detailed statement of actual expenses is presented to Tenant by
Landlord's agent. At landlord's option. however. an amount may be estimated by landlord Irom time to time
of Tenant's Share of annual CAM Charges and the same shall be payable monthly or quarterly, as landlord
shall deSignate. dunng each 12-montl; penod of the lease term. on the same day as the Base Rent IS due
hereunder. landlord shall deliver to Tenant Within Sl~ (60) days after the exp"alion of each calendar year a
reasonably detailed statement shOWing Tenant's Share of the aclual CAM Charges Incurred dunng the
preceding year (the "ReconCiliation") 1fT enant's payments dunng said preceding year exceed Tenant's Share
as mdlcaled on said ReconCiliation. landlord shall be credited the amount 01 such overpayment against
Tenant's Share of CAM Charges next becoming due. If Tenant's payments dunng said preceding year were
less than Tenant's Share as Indicated on said ReconCIliation. Tenant shall p~y to Landlord the amount of the
defiCiency wllh,n ten (10) days after delivery by landlord to Tenant of said ReconCIliation
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Initials:
@C;tyCom . Multi. Tenant Commercial Lease (rev 4/04) . Page 4
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7. Rent Increase.
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t'rreactr1mTm""a" dab ul II", L"a,e II,,, Ba,,, R",,( ,I'dlll.: ",e'"a,,,J b, 2-€~
subsect>u" 'A" bdu,,) u. ~ ~.eB reAlai ad,J3t"'Erlt (3ee 3ull5eetleo "8" belan)
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8a3e ReAl 3hall be eale"laleB a3 fallo..3 IRe Ba3e ReAl ~a)able far IRe ~r31 "'0011'I ef tRe ler", ef thl3 Lea3E
3hall be "'ulll~IIE6 h) a fraeliOA IRe A"...eraler, ef ..h.eh 3hall be the crl ef Ihe ealeA6ar "'oAth 6""Ag ..Rleh
the adJ"st",eAtI3te laile e#leel amf the deAe""Aator ef .lflleR 3hall be Ihe crl fer Ihe ealeA6ar ",eAtI'llA ..hleh
tRe englAaI Lease Iff'" 88"''''eAOf:3 The 3"'" 3e eal6dleleef 3hall 88A31ltJte Ihe Ae.. mBAthl) Ba3e fleAI
hCfcuAder, b,,1, IA Ae e.eAt, 3hall 3,,(h Ae.. A'OAIRI, Base fleAI be le331haA 'RC Base ReAl ~a)able fer the
mORth 1",,,,e6Ialel, ~reee6u>g--the Bale ler Ihe ,cAla/lj"31",eAI IA Ihe e.eAI Ihe eeA'l~.latleA aAB'or ~ublleatleA
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a3 ..lilllflRg Ihe ,nerea3eB ,eAtol eurreAI, Thereafter Ihe feAlal 3hall be palB BtlRe IAerea3eB rate,
bf~'~g~~/ ;;';~t:~~e(~i~;:;~e T;~~~~gR:;Rall Be adj~sted ey iAsreaslAg tRe mSAtRly Base "'eAI
8. Security Deposit
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ameuRI IRe" re~wreB el T eAsAt. If Ihc A'l6RIRI) rcnt 3hall. Ire", lime Ie I.",e,. IAereue 8JAflg thc ler'" el Ihls
Lea3e, TeMntsR811, al Ihe tlfflE ef 3"eh iABlease. SI L8Aeflerd's eptleR. 8e~e3It..lth La"8ler6 aB81tleRal "'sne)
a3 a sec"n,) Be~eslt3e IRattRe lelsl a...e~AI af the 3ee~nl) 8epe3ilhelB b~ Lan810,cI 3hall at all liA'le3 bcar IRe
re~~Ar~~= ~ ~,eT~~~=~~S ~~= :~:=t,)Il~~~~~~::e\~'~~:'n~r~~F:e~
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,elalien3h,p 13 ereeteB herelR bet..eeA LaRcller8 aRB TeA8nl nllh re3~eet Ie salB See~nt) De~esll LSA~
3h811 Ael Be 'e~U1'eB te segregate s"eh 8e~esrt I<e", elher L80Blo,d A'l6RC)S aRB 3hall AOI be 'e(j~,'eB Ie pa,
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9. Use.
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The Premises shall be used and occupied only for the purpose as provided for in Secllon 1 .11 and for no
other pJrpose Tenant shall conduct .ltS bUSiness In a lawful manner (Including obtaining and mall,talnlng any
requlfed governmental permits and licenses) and shall not use or permit use of the Premises or the Common
Areas In any manner that Wllllend to create waste or a nUisance or shall tend to disturb other occupanls of Ihe
Depot
10. Maintenance and Repairs.
Landlord's Obllqallons Landlord shall keep the Depot foundalions exlerior walls, roof, fire spnnkler system
and fue/smoke detection equipment. and common areas (as defined above), in good condition and reparr,
prOVided, however, Landlord shall not be obligated to paint extenor walls, or to reparr or replace any windows,
doors, or plate glass of the Premises There shall be no abatement of rent or liability of Tenanl on account or
any Injury or Interference with Tenant's bUSiness with respect to any Improvements, alteralions, or repalfs made
by Landlord to the Depot or any part thereof Tenant e.pressly waIves the benefits of any statute now or
hereafter In effect which would otherwise afford Tenant the nght to make reparrs at Landlord's expense or to
terminate Ihls Lease because of Landlord's failure to keep the Depot or Common Areas In good order,
condition. and reparr,
Tenant's Obligations: Tenant shall, at Tenant's sole cost and expense and at all times, keep Ihe Premises and
every part thereof In good order, cond,llon, and reparr (whether or not the need for such repairs occurs as a
result of Tenant's use. any pnor use. the elemenls,. or the age of such portion of the Premises), Including,
Without ilmltlngthe generality of the foregOing. all equipment orlacllltles speCifically serv.ngthe Premises, suCh
as plumbing, neatlng, air conditioning, venrilallAg. electncal, lighting fac.lllies, fixtures, Intenor walls, Inlenor
surfaces ofexlenor walls, ceilings, floors Windows. doors. plate glass, and skylights, but excluding any Items
which are the responsibility of Landlord tenant. m keeping the Premoses rn gooaorder, condition, and repau,
shall exerCise and perform good malAtenance practices, Tenant's obligations shall rnclude restorations.
replacements, or renewals when necessary to keep the Premises and all Improvements thereon or a part
thereof rn good order, condltron, and state of repau, Tenanl shall also. at Tenant's sole cost and expense,
procure and maintain a contract, With copies to Landlord, in customary form and substance for and with a
contractor speClallzmg and expenenced In the Inspection, maintenance. and service of the heating. arr
condllionlng. and ventllalion syslem for the Premises However, Landlord reserves the nght to procure and
malnlaln the contract for the heatlAg. au condltronlng. and ventilation systems. and if Landlord so elects. Tenant
shall reimburse Landlord. upon demand, for the cost thereof,
If Tenant fails to perform lis obligations under this Section, Landlord may enter upon the Premises after
ten (10) days' pnor wnften notice to Tenanl (except m the case OJ an emergency, In which case no nOlice shall
be requued), perform such obligations on Tenant's behalf, and put the Premises m good order, condition, and
repau
Hazardous Substances, The term "Hazardous Substance" as used in Ihls Lease shall mean any product,
substance. chemical, matenal. or waste whose presence, nalure.. quantity, and/or Intensity of eXistence, use,
manufacture, disposal. transportation, spill. release, or effect. either by Itself or In combmatlon With other
matenals expected to be on the Premises, IS ellher (I) potentially Injurious to the public health. safety. or
welfare. the enVlfonment. or the Premises. (II) regulaled or moAltored by any govemmental authonty, or (III)
Initials:
@CityCom. Multi- Tenant Commerc,al Lease frev 4/04). Page 5
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a basIs for potential liability of Landlordto any govemmental agency or third party under any applicable statute
or common law theory, Tenant shall not engage In any activity In or about the Premises which constitutes a use
of Hazardous Substances without the express wntten consent of Landlord and compliance In a hmely matter
lat Tenant's sole cost and expense) with all govemmental requirements (Including but not limited to compliance
wltr. all laws. rules, regulations. ordinances. directives. covenants. easements, and restrictions of record.
permits and the reqUirements of any applicable fire .nsurance underwnter or rating bureau). Landlord may
lbut withOut anv obi.gahon to do SOl condition ItS consent, If granted, to Tenant's use of any Hazardous
Substance upon Tenant's giving Landlord such additional assurances as Landlord, In ItS reasonable discretion,
deems necessary to protect Itself, the public, the Premises, and the enVifonment against damage,
contamination. or injury andior I:abllity theretor. Including but not limited to the Installalion (and, al Landlord's
option, removal on or before Lease expiration or earlier termination) of reasonably necessary protective
modifications to the Premises andlor the depOSit of an additional Security DePOSit Tenant shall not cause or
permit any Hazardous Substance to be spilled or released In, on, under, or about the Premises (Including,
Without limitation, through the plumbing or sanitary sewer system)
Tenant shalllnaemnlfy, protect, cefend, and hold Landlord, ItS agents, employees, lenders, and ground
Landlord.. If any, and the Premises harmless from and against any and all damages, liabilities, Judgments.
costs. claims. hens. expenses. penalties, loss of permits ana attorneys' and consullants' fees ariSing ou1 of and
InvolVing and Hazardous Substance brought onto the Premises by or for Tenant or by anyone under Tenant's
control. Tenant's obligations under thiS subsection shall inClude, but not be limited to. the effects of any
contamination or Injury to person, property, or the enVifonment created or suffered by Tenant. and the cost
of Investlgahon (Includlnq consultants and attorneys' fees. and testing). removal. remediation, restoration,
and/or abatementthereoT. or of any contamination there.n Involved, and shall survive the expiration or eartler
termlnalion of thiS Lease, No termination, cancellahon, or release. agreement entered Into by Landlord and
Tenant shall release 1 enant from Its obligations under thiS Lease With respect to Hazardous Substances. unless
speCifically so agreed by Landlord In writing at the hme of such agreement
11. Utilities & Services.
Landlord shall be responsible for the payment of the follOWing utilities and services that serve the Premises,
subject to relmoursement of same as prOVided for herein (check thOse that apply)
C ElectriCity
o Gas
o Water/Sewer
[] Telephone & Data Service
o Trash
o Security Alarm Monltonng
o Janitonal Service & Supplies
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Tenant shall be responsible for the direct payment or reimbursement to Landlord of the follOWing utilities and
services that serve the Premises (check tho.e that apply)
o Electricity
~ Gas
~ Water/Sewer
~ Telephone & Data Service
o Trash
3i Security Alarm Monltonng
o Janilonal Service & Supplies
In the event any of Tenant's afore-mentioned utilities are not separately metered to the Premises. Tenant shall
pay at Landlord's option. either Tenant's Share or a reasonable proportion to be determined by Landlord of all
charges JOlnlly metered wltn other Premises In the BUilding
There shall be no abatement. of rent and Landlord shall not be liable In any respect whatsoever for the
Inadequacy, stoppage. Interruption, or dlsconlinuance of any utility or service due to riot, s:nke, labor dispute.
breakdown, aCCident. repair. or other cause beyond Landlord's reasonable control or In cooperation With
govemmental request or directions.
12. Alterations and Additions.
o
Tenant shall not Without Landlord's prior wntten consent make any alterations, Improvements, additions, or
repairs (hereinafter collectlvel~ referred to as "Alterations") In, on or about the Premises or the Depot Should
Landlord permit Tenant to maKe ItS own Alterations, Tenant shall use only contractors that are properly and
adequately licensed and Insured, and Landlord may reqUire Tenant to provide Landlord, at Tenant's sole cost
and expense a lien and completion bond In an amount equal to one and one-half times the estimated cost of
such Improvements, to insure Landlord against any liability for mechanic's and materialmen's liens and to
ensure completion of the worl< Any Alterations In or about the Premises or the Depot that Tenant shall deSire
to make shall be presented to Landlord In wntten form. With proposed detailed plans. If Landlord shall give Its
consent to making such Alteration the consent shall be deemed conditioned upon Tenant acqulnng a permit
to do so from the applicable governmental agencies, furnishing of a copy thereof to Landlord pnor to the
commencement of the worl<, and compliance by Tenant of all conditions of said permit In a prompt and
expeditiOUS manner.
Tenant shall pay, when due, all claims for labor or materials fumished or alleged to have been fumished to
or forTenant at or for use In the Premises, which claims are or may be. secured by any mechaniC'S or
matenalmen's lien against the Premises, the. Building, or the Depot. or any Interest. therein Tenant shall give
Landlord not less than ten (10) days' notice pnor to the commencement of any work In the Premises by Tenant,
and Landlord shall have the nght to post notices of non-responSibility In or on the Premises or the Building as
proVided by law
All A!teratlons which may be made on the Premises by Tenant shall be made and done in a good and
workmanlike manner and of good and scfficlent quality and matenals and shall be the property of Landlord and
shall remain upon and be surrendered wlln the Premises at the expiration of the Lease term, unless Landlord
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reQulfes the If removal pursuant to Section 18,
13. Insurance and Indemnity.
liabllit~ and Pro8rert~ Insurance -Tenant Tenant shall prOVide a certificate of self Insurance to Landlord of
no1Tess han ~1,U U,U U per occurrence of bodily Injury and property damage, or Tenant shall. al Tenant's
expense obtaIn and keep In force dunng the lerm of tnlS Lease a policy of Comp'ehenSlve General Liability
Insurance In an amounf of not less than 51,000,000 per occurrence of bodily inJury and property damage
combined or on a greater amount as reasonably determined by Landlord and shall Insure Tenanf With Landlord
as additional Insured against liability anslng out of the use, occupancy, or maintenance of the Premises
Compliance With the above reQulfement shall not, however, limit the lIab~lty of Tenanf hereunaer Tenant shall
also maintain Insurance coverage an all of Tenant's personal property trade fixtures, and alterations and
Improvements In, on, or about the Premises Similar In coverage to that carned by Landlord (such Insurance
shall be full replacement cost coverage wllh a deductible not to exceed 51,000 per occurrence, and the
proceeds from any such Insurance shall be used exdusively for the replacement of personal property and the
restoration of trade fixtures, alterations, and Improvements). Tenant shali deliver to Landlord certificates
eVldenang the eXistence and amounts of such Insurance within seven (71 days after the Commencement Date
of tnlS Lease, and shall, at least thirty (30) days pnor to the expiration of sue' poliCies fumlsn Landlord With
renewals thereof
The cost of the premiums for the Insurance policies maintained by Landlord hereinafter shall be
a Common Area Operaling Expense
Llablli Insurance - Landlord Landlord shall obtain and keep In force dunng the term of this Lease a policy
o omblned Ingle limit odlly InjUry and Broa.d Fomn Property Damage Insurance, pius coverage against
such other nsks Landlord deems advisable from time to lime, Insunng Landlord, but not Tenant against liaollity
anslng out of the ownership, use, occupancy, or maintenance of the Depot In an amount not less than
51,000,000 per occurrence,
Pr~ Insurance Landlord shall obtain and keep in force during the term of this Lease a poliCY or poliCies
oflnsurance covenng loss or damage to tne Depot Improvements, but not Tenant's personal property, fixtures,
equipment, or tenant Improvements, In an amount of the full replacement cost thereof. as the same may eXist
from lime to lime, prOViding proteclion against all penis included Within ,the claSSification of fire, extenaed
coverage, vandalism, maliCIOUS mischief, plate glass, and such other penis as Landlord deems adVisable or
may be reQulfed by a lender haVing a lien on the Depot In addition, Landlord shall obtain and keep In force,
dunng the term of thiS Lease, a policy of rental value Insurance covenng a penod of one year, With loss
payable to Landlord, which insurance shall also ccver all Operating Expenses for sala penod Tenant shall not
be named In any such poliCies camed by Landlord and shall have no nght to any proceeds therefrom In the
event thai the Premises shall suffer any Insured losses, the deduclible amounts under the applicable insurance
poliCies shall be deemea an Operating Expense Tenant shall not do or permit to be done anything whldn shall
Invalidate the Insurance poliCies camed by Landlord Tenant shall pay the enlirety of any Increase In the
property Insurance premium for the Depot over what It was immediately pnor to the commencement of the term
of thiS Lease If the increase IS speCified by Landlord's Insurance carner as being caused by the nature of
Tenant's occupancy or any act or omiSSion of Tenant
"Valver of SubroQalion Tenant and Landlord eadn hereby release and relieve the other, and walvethelf
entlfe nght of recovery against the other for dllect or consequential loss or damage anslng out of or InCident
to the penis covered by property Insurance camed by such party, whether d~e to the neg:tgence of Landlord
or Tenant or tnelf agents, employees, contractors, andlor Invltees
IndemJ"ty Tenant shall indemnify and hold harmless Landlord and ItS agents, Landlord's master or ground
Landlor ,partners and lenders, from and against any' and all dalms for damage 10 the person or property of
anyone or an\, entity an sing from Tenant's use of the Depot, or from the conduct of Tenant's bUSiness or from
any actiVity, work or things done, pemnllled or suffered by Tenant In or about the Premises or elsewhere and
shall further indemnify and hold harmless Landlord from and against any and all claims. costs ana expenses
anslng from any breach or default on the periormance of any obligation on Tenant's part to be performed under
the temns of thiS Lease, or an sing from any act or omiSSion of Tenant, or any of Tenant's agents, contractors,
employees. or invltees. and from and against all costs, attomey's fees, expenses and liaOlllt,es Incurred by
Landlord as the result of any such use, conduct, activity, wort<, things done, perrTlitted or suffered, breach,
default. or negligence, and In dealing reasonably thereWith, Including but not limited to the defense or purSUit
of any claim or any action or proceedlno Involved therein, and In case any action or proceeding be brought
against Landlord by reason of any such -matter Tenant. upon notice from Landlord, shall defend the same at
Tenant's expense by ao~nsel reasonablv satisfactory to Landlord and Landlord shall cooperate With Tenant m
such defense Landlord need not have 'first paid any sudn daim In order to be so Indemnified
Exemption of Landlord from liability Tenant hereby agrees the Landlord shall not be liable to Tenant's bUSI-
ness or any loss of Income therefrom or for damage to the goods, wares, merdnandlse or other property of
Tenant. whether s~ch damage or injUry IS caused by or resulfs from fire, steam, electnclty, gas water or rain,
or from the breakage, leakage obstruction or other defects of pipes, spnnklers Wlfes, appliances. plumbing,
all conditioning or lighting fixtures, or from any other cause, whether said damage results from conditions
anslng upon the Premises or upon other portions of the Depot, or from other sources or places, or from new
construction or the repalf, alteration, or Improvement of any part of the Depot. or of the equipment. fixtures,
or appurtenances applicable thereto, and regardless of whether the cause of such damage or the means or
repalnng the same IS InacceSSible. Landlord shall not be liable for any damages ansl~g from any act or neglect
of any other Tenant. occupant or user of the Depot, nor from the fa~ure of Landlora to enforce the prOVISions
of any other lease of any other Tenant of the Depot
14. Property Taxes.
Real Praoertv Taxes Landlord shall pay real property taxes and associated assessments applicable to the
Depot, subject to reimbursement as a Common Area Operating Expense by T enantln accordance With the
prOVISions of Sections 1 09 and 6 Tenant shall also pay to Landlord the entlfety of any Increase In real
property tax if assessed solely by reason of additional Improvements placed upon the Premises by Tenant or
at Tenant's request. Real property taxes shall Include any fomn of real estate lax or assessment, general,
special, ordmary or extraordinary, and any license 'fee, aommerclal rental tax, improvement bond or bonds,
levy or tax (other than Inhentance, personal income, or estate taxes) Imposed on the Depot or any portion
thereof by any authonty having the dlfecl or indlfect power 10 tax, mcludlng any City, county, state or federal
government, or any school, agncult~re, sanitary, file, street, drainage or other Improvement dlstnct thereof.
Personal Property Taxes Tenant shall par pnor to delinquency all taxes assessed against and leVied upon
trade fixtures, furnishings, equipment and al other personal property of Tenant contamed In the Premises or
elsewhere
15. Assignment & Subletting.
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Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, or otherwise transfer or
encumber all or any part of Tenant's interest in the Lease or in the Premises, without Landlord's pnor written
consent, which Landlord shall not unreasonably withhold (however, Landlord reserves the right to condition any
approval to assign or sublet upon Landlord's determination that (a) the proposed assignee or subtenant shall
conduct a business on the Premises of a quality substantially equal to thaI of Tenant and consistent with the
general character of the other occupants of the Depot and not in violation of any exdusives or rights then held
By other tenants. and (b) the proj:losed assignee or subtenant be at least as financially responsible as Tenant
was expected to be at the time of the execUllon of this Lease or of such assignment or subletting, whichever
is greater). Regardless of Landlord's consent, no assjgnment or subletting Shall release Tenant of Tenant's
obligations hereunder or alter the pnmary liabilit): of Tenant to pay the rent and other sums due Landlord
hereunder indudlng Tenant's Share of Operating Expense Increase, and to perform all other obligations to be
performed by Tenant hereunder If Tenant's oBligations under this Lease have been guaranteed by third
parties, then an assignment or sublease, and Landlord's consent thereto, shall not be effective unless said
guarantors give their written consent to such sublease and the terms thereof. The consent bv Landlord to any
assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Tenant
or to any subsequent or successive assignment or subletting by the subtenant Landlord shall be a party to. and
have the nght to review, any proposed subleases and associated documents. If Tenant shall request the
consent of Landlord for a proposed assignment or subletting, then Tenant shall pay Landlord's reasonable costs
and expenses incurred in connection therewith, induding attomeys', architects', engineers', or other
consultants' fees.
In the event of any default under this Lease, Landlgrd may proceed directly against Tenant, any guarantors
or anyone else responsible for the performance of thiS Lease, Indudlng the subtenant, WIthout first exhausting
Landlord's remedies against any other person or entity responsible therefor to Landlord, or any secunty held
by Landlord or Tenant The discovery 01 the fact that any financial statement relied upon by Landlord in giving
its consent to an assignment or subletting was materially false shalt, at Landlord's election, render Landlord's
said consent null and void.
16. Default; Breach; Remedies.
Tenant's Default/Breach: The occurrence of anyone or more of the following events shall constitute a
matenal default of thiS Lease by Tenant:
(a) The breach by Tenant of any of the covenants, conditions or provisions contained within this Lease,
where such breach is of an incurable nature,
(b) The failure by Tenant to make any payment of rent or any other payment required to be made by
Tenant hereunder, and as when due, where such failure shall continue for a period of three (3) days after
written notice thereof from Landlord to Tenant In the event that Landlord serves Tenant with a Notice to Pay
Rent or Quit pursuant to applicable Unlawful Detainer statutes such Notice to Pay Rent or Quit shall also
constitute the notice reqUIred by this subparagraph.
(c) The failure of Tenant to observe or perform any of the covenants, conditions, or provisions of this
Lease to be observed or performed by Tenant, where such failure is curable in nature and continues for a
period of thirty \30) days after written notice thereof from Landlord to Tenant; provided, however that if the
nature of Tenan 's noncompliance is such that more than thirty (30) days are reasonably required (or its cure,
then Tenant shall not be deemed to be in default if Tenant commenced such cure witliin said thirty (30) day
period and thereafter diligently pursues such cure to completion. Such thirty f30) day notice shall constitute
the sole and exdusive notice required to be given to Tenant under applicable Unlawful Detainer statutes.
(d) The discovery by Landlord that any financial statement given to Landlord by Tenant, or its successor
in interest or by any guarantor of Tenant's obligation hereunder, was materially false.
Landlord's Default/Breach: Landlord shall not be in default unless Landlord fails to .perform obligations
reqUIred 01 Landlord wlltlln a reasonable time, but in no event later than thirty (30) days alter written nolice by
Tenant to Landlord; provided, however, that if the nature of Landlord's obligation is such that more than thirty
(30) days are reqUIred for performance then Landlord shall not be in default if Landlord commences
performance within such thirty (30) day periOd and thereafter diligently pursues the same to completion.
Remedies: In the event of any material default or breach of this Lease by Tenant, Landlord may at any time
thereafter, with or without notice or demand and without limiting Landlord in the exercise of any right or remedy
which Landlord may have by reason of such default:
(a) Terminate Tenant's rightlo possession of the Premises by any lawful means, inwhich case this Lease
and the term hereof shall terminate and Tenant shall immediatelv surrender possession of the Premises to
Landlord. In such event L. andlord shall be entltled.to recover from Tenant all damages incurred by Landlord by
reason of Tenant's default including, but not limited to, the cost of recovering Rossession of the Premises;
expenses of reletting, indudlng necessary renovation and alteration of the Premises, recapture of any
inducement such as abated rent periods, reasonable attorneys' fees, and any real estate commission actually
paid; the worth at the time of award of the court having Jurisdiction thereof the amount by which the unpaid rent
lor the balance of the term after the time of such award exceeds the amount of such rental loss for the same
period that Tenant proves could be reasonably avoided; that portion of the leasing commission paid by Landlord
applicable to the unexpired term of this Lease.
(b) Maintain Tenant's right to possession in which case this Lease shall continue in effect whether or not
Tenant shall have vacated or abandoned the Premises. In such event Landlord shall be entitled to enforce all
of Landlord's rights and remedies under this Lease, induding the right to recover the rent as it becomes due
hereunder
(CI Pursue any other remedy now or hereafter available to Landlord under the laws or judicial decisions
of the s ate wherein the Premises are located. Unpaid installments of rent and other unpaid monetary
obligations of Tenant under the terms of this Lease shall bear interest from the date due at the maximum rate
then allowable by law.
Late CharQes: Tenant hereby acknowledges that the late payment by Tenant to Landlord of Base Rent,
Tenant's ::ihare of Operating Expense Increase or other sums due hereunCler will cause Landlord to incur costs
not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Accordingly,
if any installment 01 Base Rent, Operating Expense Increase, or any other sum due from Tenant shall noflie
received by Landlord or Landlord's designee within five (5) days after such amount shall be due, then, without
any requirement for notice to Tenant, Tenant shall pay to landlord a late charge equal to six percent (6%) of
such overdue amount The parties hereby agree ttiat such late charge represents a fair and reasonable
estimate of the costs Landlord will incur by reason of late payment by Tenant Acceptance of such late charge
by Landlord shall in no event constitute a waiver of Tenant's default with respect to such overdue amount, nor
prevent Landlord from exerciSing any of the other rights and remedies granted hereunder.
17. Estoppel Certificate.
Each party (as "responding party') shall at any time upon not less than ten (10) days' prior written notice from
the other party ("requesting party") execute, aCKnowiedge, and deliver to the requesting party a statement in
writing (i) certifying that thiS Lease is unmodified and in full force and effect (or, if modified, stating the nature
of such modification and certifying that this Lease, as so modified, is in full force and effect) ancfthe date to
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which the rent and other charges are paid in advance, if any, and (ii) acknowledging that there are not. to the
respondIng party's knowledge, any uncured defaults on the part of the requestong party, or specifyIng such
defaults if any are claimed My such statement may be conclusively relied upon by any prospective purchaser
or encumbrancer of the Depot or of the business of Tenant. At the requesting party's option, the failure to
deliver such statement within such lime shall be a material default of this lease Ily the party who is to respond,
without any further notice to ~uch party, or it shall be conclusive upon such party that (i) this Lease is in full
force and effect, WIthout modification except as may be represented by the requesting party, (ii) there are no
uncured defaults in the requesting party's performance, and (iii) if Landlord is the requesting party, not more
than one month's rent has been paid in advance.
18. Surrender; Move-out.
On the last day of the term hereof, or on any sooner termination, Tenant shall surrender the Premises to
Landlord, which shall include the return of all keys and access control devices, in the same condition as
received, ordinary wear and tear excepted, clean and free of debris. Any damage or deterioration of the
Premises shall not be deemed ordinary wear and tear if the same could have Ileen prevented by good
maintenance practices by Tenant. Tenant shall repair any damage to the Premises occasioned by the
installalion or removal of Tenant's trade fixtures, alterations, furnishings and equipment, and shall leave the
HVAC equipment, power panels, electrical distribution systems, lighllng fixtures and lamps, window coverings,
wall and floor coverings, ceilings, plumbing fixtures, and all other building systems in the PremIses in good
operallng condition.
19. Holding Over.
If Tenant, with Landlord's consent. remains in possession ollhe Premises or any part thereof after the expira-
tion of the term hereof, such occupancy shall be a tenancy from month to month upon all the provisions of this
Lease pertaining to the obligations ofT enant. except thalltie rent payable shall be 100% of the rent immediately
preceding the termination date of this Lease, and all Options, if any, granted under the terms of this Lease shall
be deemed terminated and be of no further effect dunng said month to month tenancy,
20. Substituted Premises.
Landlord reserves the right, upon not less than sixty (60) days prior written notice to Tenant. to substitute for
the Premises some other premises within the Building having substantially equivalent net rentable area as the
Premises, subject to a 15% variation, provided that Landlord shall pay all expenses reasonably incurred in
relocating Tenant's property to such new location, and upon the expiration of such written notice, such other
premises shall be substituted for the Premises for all purposes under this Lease. Landlord shall not be obligated
to Tenant for any losses resulting from the substitution of Premises, and Tenant agrees to hold Landlord
harmless against any such losses.
21, Landlord's Access.
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Landlord and Landlord's agents shall have the right to enter the Premises at reasonable time for the purpose
of inspecting the same, performing any services required of Landlord, showing the same to prospective
purchasers, lenders Lor tenants, making such alterations, repairs, improvements, or additions to the Premises
or to the Depot as andlord may reasonably deem necessary or desirable and the erecting, using, and
maintaining of utilities, services, pipes, and conduits through the Premises andlor other premises as long as
there is no material adverse effecllo Tenant's use ollhe Premises. Landlord may at any time place on or about
the Premises or the Building any ordinary "For Sale" signs and Landlord may at any, time during the last 120
days of the term hereof place on or about the Premises any ordinary "For Lease' signs. All activities of
Landlord pursuant to this paragraph shall be without abatement of rent. nor shall Landlord have any liability to
Tenant for the same.
Landlord shall have the right to retain keys to the Premises and to unlock all doors in or upon the Premises
other than to files, vaults, and safes, and In the case of emergency to enter the Premises by any reasonably
appropriate means, and any such entry shall not be deemed a forcible or unlawful entry or detainer of the
Premises or an eViction. Tenant waives any charges for damages or injuries or interference with Tenant's
property or bUSiness in connection therewith.
22. Security.
Tenant hereby acknowledges that Landlord shall have no obligation whatsoever to provide guard service or
other secunty measures forlhe benefit of the Premises or the Depot. Tenant assumes all responsibility for the
protection of Tenant, its agents, and invitees and the property of Tenant and of Tenant's agents and invitees
from acts of third parties, Nothing herein contained shall prevent Landlord, at Landlord's sole option, from
providing security protection for the Depot or any,Part thereof, in which event the cost thereof shall be included
within the definition of Common Area Operating Expenses.
Tenant shall not permit anyone. except in emergency or with Landlord's prior approval, to go upon the roof
of the bUilding nor to access electrical, utility, elevator, machinery or equipment rooms.
23. Signs.
Tenant shall not place any sign upon the Premises or the Depot without Landlord's prior consent. Under no
circumstances shall Tenant place a sign on any roof of the Depot. Lettering on directory or monument signs,
if applicable and which must be expressly approved herein, shall be provided by Q Landlord ~ Tenant, and
shall conform to the Depot sign criteria. In the event Tenant is permitted signage on the Building exterior, such
signage shall be subject to the Depot sign critena and in accordance with applicable codes, requirements, and
govemmental approval of the City in which the Building is located. The installation, maintenance, repair, and
removal (Including any underlying damage caused by removal) of such exterior signage shall be provided by
Tenant. at Tenanfs sole cost and expense. Failure to maintain such signage shall, at Landlord's option, result
in forfeiture of the sign position(s) and removal of existing signage (afTenant's cost).
24, Subordination.
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This Lease, and any Option or first refusal granted hereby. at Landlord's option, shall be subordinate to any
ground lease, mortgage, deed of trust, or any other hypothecation or secunty now or hereafter placed upon
the Depot. Notwithstanding such subordination, Tenant's right to quite possession of the Premises shall not be
disturtbed if Tenant is not in default and so long as Tenant snail pay the rent and observe and perform all of the
provisions of thiS Lease, unless otherwise terminated pursuant \0 its terms. Tenant agrees to execute any
documents required to effectuate an attomment. a subordination or to make this Lease or any Option granted
herein prior to the lien of any mortgage. deed of trust, or ground lease, as the case may be. Tenant's failure
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to execute such documents within ten (10) days after wntten demand shall constitute a material default by
Tenant hereunder Without further notice to Tenant or, at Landlord's option, Landlord shall execute such
documents on behalf of Tenant as Tenant's attomey-in-fact
25. Options.
As used in this paragraph the word "Option" has the following meaning: (11 the right or option to extend the
term of this Lease or to renew this Lease; (2) the option or righf of first relusa to lease the Premises or the fight
of first offer to lease the Premises or the right of first refusallo lease other space within the Depot or the right
of first offer to lease other space within tne DePQt; (3) the right or option to purchase the Premises or the
Depot, or the right of first refusal to purchase the Premises orlhe Depot, or the right of first offer to purchase
the Premises or Depot.
Each Option granted to Tenant in this Lease is personal to the original Tenant and may be exercised only by
the original Tenant while occupying the Premises. In the event that Tenant has multiple options to extend or
renew this Lease a later option cannot be exercised unless the prior option to extend or renew this Lease has
been so exercised. All rights of Tenant under the provisions of an Option shall terminate and be of no further
force or effect, notwithstanding Tenant's due and timely exercise of the Option, if, dunng the term of thiS Lease,
(i) Tenant fails to pay Landlord a monetary obligation of Tenant for a period of thirty (30) days after such
obligation becomes due (Without any necessity of Landlord to give notice thereof to Tenant), or Iii) Tenant fails
to commence to cure any curable default or breach of the prOVisions of this Lease within thirty 3D) days after
the date that Landlord gives notice to Tenant of such default and/or Tenant fails thereafter to diligently prosecute
said cure to completion, or (iii) Landlord gives to Tenant three or more notices of default for the non-payment
of rent whether or not the defaults are cured, or (Iv) if Tenant has committed any non-curable breach or is
otherwise in default of any of the terms, covenants, and conditions of this Lease,
Any and all Options granted to Tenant, if any, are hereby prescribed as follows:
Provided Tenant is not in default or has not committed a default during the term of this Lease,
Landlord hereby grants Tenant the right to extend the term of this Lease for five (5) additional periods
of one (1) year each. In order to exercise such Option, Tenant must noti~ Landlol'd, in writinQ, no later
than ninety (90) days prior to the expiration of the original term, of its Intent to exercise thiS Option
to Extend. Failure to notify Landlord as stipulated shalr, at Landlord's discretion, automatically cancel
Tenant's rights hereby granted under this Option.
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26. Damage or Destruction.
In the event the Premises sustains damages of less than fifty percent (50%) of its then replacement value,
then Landlord shall repair such damage (except for Tenant's improvements, trade fixtures and equipment) as
soon as reasonably possible, and this Lease shall continue in full force and effect, and Rent and other charges
shall be abated in proportion to the degree to which Tenant's use of the Premises IS impaired. In the event such
damages are uninsured, Landlord may elect not to restore and repair the Premises, in which case this Lease
shall be terminated. In either case, if such damages or destruction was caused by a negligent or willful act of
Tenant. then Tenant shall make all necessary repairs and restorations at its sole cost and expense and this
Lease shall continue in full force and effect With no abatement of rent.
In the event the Premises sustains damages of more than fifty percent (50%) of its then replacement value,
(unless caused by a negligent or willful act of Tenant in which case Tenant shall make all necessary repairs
and restorations at its sole cost and expense and this Lease shall continue In full force and effect with no
abatement of rent), this Lease shall terminate Sixty (60) days following the date of such damage or destruction.
27. Eminent Domain.
Eminent domain proceedings resulting in the condemnation of part of the Premises herein that leave the
remaining portion usable by Tenant for purposes of the business for which the Premises are leased will not
terminate this Lease. If Tenant determines that the remaining portion is not reasonably usable, Tenant may
terminate this Lease by giving written notice of termination to [andlord no more than ninety (gO) days after the
notice of condemnation or taking, The effect of such condemnation, should Tenant not terminate this Lease,
Will be to terminate this Lease as to the portion of the Premises condemned and leave it in effect as to the
remainder of the Premises, and the Rent and all other expenses provided for herein shall be adjusted
accordingly. Compensation awarded as a result of such condemnation shall belong to Landlord (induding
damages for the bonus value of Tenant's leasehold improvements), except to the extent that part of the aware
IS allocated as damages to fixtures of the Depot which were furnished by Tenant, or expenses for Tenant's
relocation.
28. General Lease Terms:
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Severability, The invalidity of any provision of this Lease as determined by a court of competent jurisdiction,
shall in no way affect the validity of any other prOVision hereof.
Time of Essence. Time is of the essence with respect to the obligations to be preformed under this Lease.
Additional Rent All monetary obligations of Tenant to Landlord under the terms of this Lease, induding but
not limited to Tenant's Share of Operating Expense Increase and any other expenses payable by Tenant
hereunder shall be deemed to be rent.
Prior Agreements; Amendments. This Lease contains all agreements of the parties with respect to any
matter mentioned herein, No prior or contemporaneous agreement or understanding pertaining to any such
matter, induding but not limited to LeUers of intent., Proposals to Leaseband other documentation associated
with the ne90tialion of this tenancy. shall be effective, ThiS Lease may e modified in wriling only, signed by
the parties In interest at the time of the modification, Except as otherwise stated In thiS Lease, Tenant hereby
acknowledges that no real estate broker on this transaclion nor the Landlord or any employee or agents of any
said persons has made any oral or written warranties or representations to Tenant relative to the condition or
use by Tenant of the Premises or the Depot and Tenant acknowledges that Tenant assumes all responsibility
regarolng the legal use and adaptability of the Premises and the compliance thereof With all applicable laws ana
regulations on effect dUring the term of this LeaseA induding bul not limited to the Occupalional Safety Health
Acl and the Americans with Disabilities Acl ("AD ").
Notices, Any notice required or permitted to be given hereunder shall be in writing and may be given by
personal der,very or by certified or registered mall, and shall be deemed sufficiently given ff delivered or
addressed to T enanl or to Landlord at the address noted below, Mailed notices shall be deemed given upon
actual receipt at the address required. or forty-eight hours following del10sit in the mail. postage prepaid,
whichever first occurs. Either party may by notice fa the other specifY a different address for notice purposes
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@CityCom.Multi-TenantCommereiaILeaSe(reV4/04)-Page 10
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exceplthat upon Tenant's taking possession of the Premises, the Premises shall constitute Tenant's address
for notice purposes, A copy orall notices required or permitted to be given to Landlord hereunder shall be
concurrently transmitted to such party or parties at such addresses as Landlord may from lime to time hereafter
designate by notice to Tenant.
Waivers. No waiver by Landlord or any provision hereof shall be deemed a waiver of any other provision
hereof or of any subsequent breach by Tenant of the same or any other provision. Landlord's consent to, or
approval of, any act shall not be deemed to render unnecessary the obtaining of Landlord's consent to or
approval of any subsequent act by Tenant. The acceptance of rent hereunder by Landlord shall not be a waiver
o any preceding breach by Tenant of any proviSion hereof, other than the failure of Tenant to pay the
particular rent so accepted, regardless of landlord's knowledge of such preceding breach at the time of
acceptance of such rent.
Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever
pOSSible. be cumulative with all other remedies at law or in equity.
Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid
by one party to the other under the provisions hereof, the party against Whom the obligation to pay the money
is asserted shall have the right to make payment "under protest" and such payment snail not be regarded as
a voluntary payment, and tnere shall survive the right on the part of said party to institute suit for recovery of
such sum I it shall be adjusted that there was no legal obligation on the part of said pa[ly to pay such sum or
any part thereof, said party shall be entitled to recover such sum or so much thereof as if It was not legally
reqUired to pay under the prOVisions of this Lease.
Covenants and Conditions. Each provision of this Lease performable by Tenant shall be deemed both a
covenant and a conditioo.
Binding Effect; Jurisdiction. This Lease shall bind the parties, their personal representatives, successors,
and assigns. This Lease shall be govemed by the laws of the State where the Depot IS located and any litigation
concerning this Lease between the parties Iiereto shall be initiated in the county in which the Depot IS located.
Attorney's Fees. If either party brings an action to enforce the terms hereof or declare rights hereunder, the
prevailing party in any sucli aclion, tnal or appeal thereon, shall be enlltled to his reasonable attomeys' fees
to be paid by the lOSing party as fixed by the court in the same or a separate suit, and whether or not such
action is pursued to deCision or judgment. Landlord shall be entitled to reasonable attorneys' fees and all other
costs and expenses incurred in the preparation and service of notice of default (including but not limited to
notices required under the Unlawful Detainer statutes) and consultations in connection therewith, whether or
not a legal transaction is subsequently commenced In connection with such default. The costs, salary and
expenses of the City Attorney and members of his office in enforcing this contract on behalf of the City of San
Bernardino shall be considered as "attomey's fees" for the purposes of this paragraph".
Consents. Wherever in this Lease. the consent of one party is required to an act of the other party such
consent shall not be unreasonably Withheld or delayed.
Guarantor. In the event that there is a guarantor of this Lease, said guarantor shall have the same obligations
as Tenant under this Lease.
Authority. The individuals executing this Lease on behalf of the Landlord represent and warrant to Tenant that
they are fully authorized and legally capable of executing this Lease on behalf of Landlord and that such
execution IS binding upon all parties holding an ownership interest in the Depot. IfTenantisa corporation, trust,
or general or limited partnership, Tenant and each individual executing this Lease on behalf of such entity
represent and warrant that such individual is duly authorized to execute and deliver this Lease on behalf of such
entity.
Conflict Any conflict between the printed provisions, Exhibits, or Addenda of this Lease and the typewritten
or handwritten provisions, if any. shall be controlled by the typewritten or handwritten provisions.
Multiple Parties. If more than one person or entity is named as either Landlord or Tenant herein, except as
otherwise expressly provided herein, the obligations of the Landlord or Tenant herein shall be the joint and
several responsibility of all persons or entities named herein as such Landlord or Tenant, respectively.
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ATTACHMENTS:
Attached hereto are the following documents which constitute a part of this Lease:
Exhibit "A" - Rules and Regulations
Exhibit "B" - [Intentionally omitted]
Exhibit "C" . Site Plan
Exhibit "D" - Scope of Tenant Improvements
ADDITIONAL TERMS:
29. Condition of PremiseslTenant Improvements. Landlord shall provide Tenant Improvements to the
Premises in accordance with Exhibit "D" . Scope of Tenant Improvements, attached hereto. Any
improvements beyond such landlord's work that would involve any structural modification or actual
reconfiguration of the walls or ceiling must be approved by Landlord .n advance, and such work must be
performed by a lawfully licensed ana adequately Insured contractor and in accordance with jlovemmental
regulations and PElrmitting re<luirements. FURTHE~ ANY IMPROVEMENTS TO THE PREMISES MUST NOT
IMPAIR THE HISTORICAL SIGNIFICANCE OF THt:: DEPOT.
30. Tenant's Contribution towards Improvements. Tenant shall contribute 525,000 towards the costs of
Tenant Improvements, payable as a reimbursement to Landlord upon substantial completion of such work.
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@CityCom.Multi.Tenant Commercial Lease (rev 4/04) - Page 11
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LANDLORD AND TENANT HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM
AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR
INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE
TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE
AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECTTO THE
PREMISES.
THIS LEASE HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR APPROVAL NO
REPRESENTATION OR RECOMMENDATION IS MADE BY THE REAL ESTATE BROKERS ORANYOF
THEIR AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCYl LEGAL EFFECT~ OR TAX
CONSEQUENCES OF THIS LEASE OR THE TRANSACTION RELATING TMERETO. THE PAR liES SHALL
RELY SOLELY UPON THE ADVISE OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX
CONSEQUENCES OF THIS LEASE.
Landlord: Tenant:
San Bernardino Associated Governments San Bernardino Police Department
a California joint powers agency (SAN BAG)
c/o City Commercial Management
By: By:
By: By:
Executed on Executed on
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@CityCom. Mulli.Tenant Commercial Lease (rev 4/04) - Page 12
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EXHIBIT "A"
RULES AND REGULATIONS
GENERAL RULES
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1. Tenant shall not suffer or permIt the obstruction of any Common Areas
2 landlord reserves the right to refuse access to any persons Landlord in gOOd faith Judges to be a threat 10 the safety.
reputation, or proper1y at Ihe Depot or Its occupants
J Tenant shall not make or permit any noise or odors (hatannoy orinterlere with other Tenants or persons having bUSiness
Within the Depot
4 Tenanl shall not keep animals or birds wilhin the Depot (unless a part of approved use as per Section 9 of this Lease). and
shall not bnng bicycles. motorcycles. or other vehlcle~ IOta areas not designated as authOrized tor same.
S. Tenant shall not make, suffer, or p'ermillilter excepJ in appropriate receptacles for that purpose All garbaoe and refuse shall
be placed In containers designated for refuse collection. and ",uch Items must fit entirely wltliin the re~eptacTes. All large boxes
and other refuse shall be broken down prior to placing In the conlalners. The outSide areas Immediately adjoining the Premises
shall be kepi clean and free from dIn and rubbish by Tenant 10 the satisfaction of Landlord
6 Tenant shall not alter any exterior lock or install new or addilionallocks or bolls on extenor doors wilhout providing landlord
caples of same
7 Tenant shall not deface the walls, partitions, or olher surfaces of the premises or the Depot
8, Tenant shall not employ any service or contractor for services or work to be performed in the Building, except as approved
by Landlord.
9. Tenant shalt relurn all keys, including duplicates. at the termination of its tenancy and shall be responsible for the cost of
replacmg any keys that are rost
10. No window covelings, shades, or awnings shall be installed or used by Tenant without Landlord's prior approval
11 No Tenant. employee, or invitee shall go upon the roof of the Building without landlord's prior approval
12__ Smoking shall be restricted to, deSignated smoking areas, if any, and then not near, doors, windows. or other entrances,
eXits, or ope-nlngs to other units Within me Depot
13. Tenant shall not install, maintain, or operate any vending machines upon the Premises without landlord's written consent
~~cI~~ ~r~rt~it~~~~not be used for lodging or manufacturing. cooking, or food preparation, except as an approved Use per
15 Tenant shall comply with all safety, fire protection, and evacuation regulations established by landlord or any applicable
governmental agency
16. Landlord reservesthe light to waive anyone of Ihese rules O;r regulations andlor as to a.ny particular Tenant. and any such
warver shall not constitute a waiVer of any other rule or regulallon or any subsequent application thereof to such Tenant
17. Tenant assumes all risks from theft or vandalism and agrees to keep its Premises locked as may be required.
18. Landlord reserves the righl to make such other reasonable rules and regulations as it may from time to lime deemnecessary
for the ,appropriate operation and safety of the Depot and Its occupants. Tenant agrees to abIde by these and such rules ana
regulations.
19. Sians shall conform to sian criteria established by Landlord and s.hal! not excee~ the Quantity or dimensions authorized by
landlold, No signs (other thall signs that stnctly conform to sign cntena), placards, pictures, adv~rtjsements, names, or notice!;;
shall be inscnbed, Olsplayed. palnled, or affixed on or to any part of the outSide or InSide of the BUIldIng or Within the Common
Areas of the Depot. landlord shall have the nght to remove any such non-conforming signs Without nollce to Tenant, at the
expense of Tenant.
20. Tenant shall not disturb. solicit, or canvass any other Tenant within the Depot
21. Tenant. its contractors, employers. or Invitees, shall not loiter in the Common Areas of the Depot or in any way obstruct the
entrances and dnveways.
22. No antenna, aerial, discs, satellite dishes, or other such device shall be erected on the roof or exterior walls of the Building
wlthoullandlord's express consent
PARKING RULES
1,' Parking areas shall be used only for parking bt vehides no longer than full size. ~assenger automobiles, non-commercial
~~r~.i~PrUf~~~:d,g~~P.'~'t.~t~'i~e~eC~h~~I~i,~eln eal ed "Permitted Size Vehicles" Veh,c es other than Permitted SIze Vehicles are
2, .Tenant shall not perm.it or allow any vehicles that belong to or are controlled bv Tenant or ienant's employees, suppliers.
shlpp~rs, customerS, or Invitees to be loaded, unloaded, or parked In areas otherlhan those deSignated by Landlord for such
acllvltles.
~p~~rt~~i~~~~~~fO{hig'h~j~g~~~na?~~~~ie~:8~: Y'een~~~P:i~yp~~ L:unc~~~~~nc~~~~'t~~~~~el~k~r?~~rsdo~~b~: ~~~~~s~:~etf~
landlord for the loss of such deVices.
to ~~~~~~r~srh~~~~~~~I~1 ~1~~,ur~~L~:trt~i,~~~~~:~~70~f~g~~~i~~t~~.n devices 10 any person or entity that willfully refuses
5. Landlor~ reserves the right to relocate aU or a part of parking.spaces, and to reasonable allocate ~hem between compact and
standard sIze spaces. as long as the same compiles With applicable laws, ordinances, and regulations.
6. Users of the parking area will obey all posted signs and park only in the areas designated for vehicle parking
7. Unless otherwise instructed. every person Ul~ing the parking area is required to park and lock his own vehicle, Landlord will
not be respon$lble for arw damaQ.e to vehicles, InJurv to pers:ons,.or loss of property, all of which risks are assumed by the party
uSing the parking area. No oven'flght parkIng shall De permitted
8 Tne maintenance, washing, waxing, or cleaning of vehicles In Ihe parking structure or Common Areas is prohibited
~e:u,~~~~:~:::~bs~ ~~'J'~~~~~I~~~t:~eing that all of its employees, agents, and invitees comply with the applicable parking rules.
10. landlord reserves the right to modify these rules and/or adopt such other reasonable and non-discriminatory rules and
regulations as it may deem necessary for the proper operation of the parking area.
11. Such parking use as is herein provided is intended merely as a license only and no bailment is intended or shall be crealed
hereb)f.
12, Violation of any of the parking rules or regulations may result. without notice, in the towing of an~ of Tenant's vehides ~or
;;r~:g~~rmpIOyeeS, Invltees, contractors, or visitors), the cost of whIch (Including Impound fees) sha be the sole responslbi t1y
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Initials:
@CityCom - Multi- Tenant Commercial Lease (rev 4104) - Page 13
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EXHIBIT "B"
[intentionally omitted]
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@CityCom - Multi- Tenant Commercial Lease (rev 4104) . Page 14
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Exhibit "0"
Scope of Tenant Improvements
1. Construction of demising walls & doors in accordance with the space layout indicated below
2. Install new flooring
3. Paint interior walls
4. Construct partitions for two offices and one storage room
5 Construct one restroom (incl one lavatory/faucet. one water closet. one insta-hot water heater)
6. Add/relocate fire sprinklers as required
7 Install finished ceiling (either t-grid acoustical tiles or painVfinish existing open ceiling)
8 PrOVide HVAC dueling & diffusers (extended from existing building system)
9 Install light fixtures & switches throughout
NOTE: DETAILS AND SPECIFICATIONS TO BE IN ACCORDANCE WITH MUTUALLY AGREEABLE
SPACE PLAN (PENDING).
Proposed San Bernardino PO/ice Dept Suflslalion
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