HomeMy WebLinkAbout27-Parks & RecreationMAYOR & COMMON COUNCIL
MEETING BACKUP
MEETING DATE: March 18, 2002
Mayor & Common Council /
GROUP MEETING: Community Development Commission
DEPUTY: Linda Hartzel
*** No backup materials are included for the following items. ***
ITEM # STATUS
13 Continued to April 1, 2002
28 Continued to April 1, 2002
31 Continued to April 1, 2002
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CITY OF SAN BERNARDINO -REQUEST FOR COUNCIL ACTION
From: Lemuel P. Randolph, Director Subject:. RESOLUTION OF THE
MAYOR AND COMMON COUNCIL OF
Dept: Parks, Recreation and Community THE CITY OF SAN BERNARDINO
Services Department AUTHORIZING THE EXECUTION OF A
LEASE AGREEMENT BETWEEN THE
Date: March 12, 2002 ~' ' " ' " ~ ~ CITY AND THE NEW HOPE
MISSIONARY CHURCH FOR RENTAL OF
i j 1 V ~ ~ ~ r !'~ ~ SPACE FOR THE WESTSIDE
COMMUNITY SERVICE CENTER.
M/CC Meeting Date: March 18, 2002
Synopsis of Previous Council Action:
Recommended by the Ways & Means Committee on 3-13-02
Recommended Motion:
1) Adopt Resolution
2) Authorize the Director of Finance to amend FY 2001-2002 Adopted Budget and
appropriate $17,700 from the undesignated/unreserved General Fund balance to fund the
Parks and Recreation Department's lease costs for tJ3e Wests' o munity enter
(account number 001-385-5505). .~r
S gn 'ure
Contact person: Lemuel P. Randolph Phone: 384-5030
SUpporting data attached: Staff Report, Resolution&Agreement Ward: 6
FUNDING REQUIREMENTS: Amount: $17,700
Source: (Acct. No.) 001-385505
(Acct. Description) General Fund
Finance:
Council Notes: '
Agenda Item No. ~
3/~8~da-
CITY OF SAN BERNARDINO -REQUEST FOR COUNCIL ACTION
Staff Report
Subject:
Resolution of the Mayor and Common Council of the City of San Bernardino authorizing the
execution of a lease agreement between the City and the New Hope Missionary Church for rental
of space for the Westside Community Service Center.
Background:
The "Public Enterprise Building" (a former EDA property) located at 1505 West Highland
Avenue was sold to New Hope Missionary Church in January 2002. In mid-February, staff
received the attached lease agreement, which requires the City to pay the church a monthly rent
of $4,418.10, commencing Mazch 1, 2002 and ending on June 30, 2002.
The center provides a variety of community outreach programs such as the Westside Steppers
with 78 members, the Inland Empire Marines with 103 active members, Senior Nutrition, Adult
Education classes through San Bernardino City Unified School District, a federal FEMA grant
assistance program For food, lodging, and utilities for homeless persons and low-income
residents. Other programs include medical screening, tax preparation, a variety of classes, and a
homework center for school children. During the holiday season, the center provides an
extensive food and toy giveaway program.
In order to fund this unanticipated cost for the balance of the yeaz, it is recommended to
appropriate $17,700 from the undesignated/unreserved General Fund balance to cover these
expenses through the current fiscal year. Staff does not anticipate renewing this lease for the
next fiscal year, however, because of the time constraints involved in relocation, this short-term
lease has become necessary. During the four months of this lease, staff will have the opportunity
to research alternative sites and develop a recommendation for along-term location for these
programs.
Financial Impact:
$17,700 from the undesignated/unreserved General Fund balance.
Recommendation: ~I
Adopt Resolution.
Authorize the Director of Finance to amend the FY 2001-2002 Adopted Budget and approiate
$17,700 from the undesignated/unreserved General Fund balance to fund the Parks and
Recreation Department's lease costs for the Westside Community Center (account number 001-
385-5505).
• 2002-92 .
1575 West 17th Street
San Bernardino CA 92411
San Bernardino City Parks and Recreation
Community Services Department
547 North Sierra Way
San Bernardino, CA 92410-4816
Dear Tenants of the Public Enterprise Center,
The New Hope Family has determined that beginning March 1, 2002 every tenant will be
required to have a signed lease agreement and pay monthly rent according to a new
payment schedule. Any tenant who is unable to pay shall be required to vacate their
location before March 1, 2002.
For your Suite (s) 15,17,18,21.24.26, your monthly rent is $4,418.10.
The monthly rent for each location was determined according to the size of the suite and
its location within the building. The maximum lease term available will be for 12
months. Please contact Ms Beverly Jones Wright to obtain a copy of the lease agreement
of if you wish to change your office location.
In order to maintain a safe and comfortable business environment, the building will be
open to the public and to all tenants during the following hours:
Monday through Friday - 7:00 a.m. to 9:00 p.m.
Saturday- 7a.m. to 2 p.m.
Sunday -Closed
Custodian service for the restrooms will only be available Monday through Fridays.
Tenants should make every effort not to access the building after closing hours. If a need
arises, please obtain a request form from security. Request forms need to be returned to
the security guard at least two weeks in advance of the requested date.
Thank you for your cooperation,
~, {
,. L.L.
BREON WATERS
CHAIRMAN, TRUSTEE BOARD
NEW HOPE MISSIONARY BAPTIST CHURCH
u, _ L~
. ' ~ ~ ~ ~ I
1 RESOLUTION NO.
2 RESOLUTION OF THE bIAYOR AND CObIiVION COUNCIL OF THE CITY
3 OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A LEASE
AGREEMENT BETWEEN THE CITY AND THE NE~Y HOPE f4t[SSIONARY
4 CHURCH FOR RENTAL OF SPACE FOR THE ~~'ESTSIDE COi~IN[UNITY SERVICE
CENTER.
5
6 BE IT RESOLVED BY THE MAYOR AND COM1IiV10N COUNCIL OF THE
7 CITY OF SAN BERNARDINO AS FOLLOWS:
$ SECTION 1. The Mayor of the City of San Bernardino or her designee is hereby
9 authorized and directed to execute on behalf of said City a Lease Agreement with New Hope
10 Missionary Church for rental of space for the Westside Community Service Center at 1505 W.
11
Highland Avenue in the City of San Bemardino, a copy of which is attached hereto, marked
l2
Exhibit "A" and incorporated herein by reference as fully as though set forth at length.
13
14 SECTION 2. The authorization to execute the above referenced agreement is
• 15 rescinded if the parties to the agreement fail to execute it within sixty (60) days of the passage
Ifi of this resolution.
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27
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28 n o ,
~ ~ ~ y /~~.
1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
2 OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A LEASE
. AGREEMENT BETWEEN THE CITY AND THE NEW HOPE MISSIONARY
3 CHURCH FOR RENTAL OF SPACE FOR THE WESTSIDE COMMUNITY SERVICE
CENTER.
4
5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
6 and Common Council of the City of San Bemardino at a meeting thereof, held
7
on the day of , 2002, by the following vote, to wit:
8
Council Members: AYES NAYS ABSTAIN ABSENT
9
10 ESTRADA
ll LIEN
12 MCGINNIS
13 DERRY
14 SUAREZ
• 15
ANDERSON
16
MCCAMMACK
17
18
ace ar , rty er
19
The foregoing resolution is hereby approved this day of ,
20 2002.
2]
22
Judith Valles, Mayor
23 City of San Bemardino ~
Approved as to
24 Form and legal content:
25 JAMES F. PENMAN,
26 City Attorney
27/~
• By' - Uri-rr.u~
28
1\1~
III ~ STANDARD MULTI-TENANT OFFICE LEASE -GROSS
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
1 Basic Provisions ("Basic Provisions').
t t Partiaa: This Lease ("Lease"). dated for reference purposes Doty , is made by
and between NEW HOPE MISSIONARY BAPTIST CHURCH
('LessoY')
and
("Lessee'), (wllactlvely the "Parties", or Individualty a "Party").
1.2(a) Premises: That certain portion of the Project (as defined below), known as Sude Numhers(s) 15 17 18 21 24 7 F • _
ONE Ibor(s), consisting of approximately 4909 Sq. Ft . rerRabk square feN and approximately 4909 Sg . Ft . usabN
square Icet("PreMses"). The Premises are bceted at: 1505 WEST HIGHLAND AVENUE , in the Cily of SAN
BERNARDINO ,County of SAN BERNARDZNO ,Stale of CALIFORNIA •v^th =IP
code 92411 In addftbn to Lessee's rights to use and occupy the Premises as heroinafter specifed, Lesace shall bare non-exclusive nghts to Me
Common Areas (as defined in Paragraph 2.7 belay) as hereinafter specified, but shall oat have any rights to the rwl, the exterior walls, the area above the dropped
ceilings, or the utility raceways of the building wrdaining the Premises ("Building'] or to eny other buildings in iha Project. The Premises, the Building, the
Common Areas, the Wnd upon which thry are located, along with all other buildings and improvements thereon, are herein colleehrety referred to as the "Project'
The Projeel consists of approximately 27, 296 rentable square feet. (See also Paragraph 2)
1.2(b) Parking: N/A unreserved and N/A rocerved rehick parking spaces al a montltty wst o(§ N/A
per unreserved space and § N/A _ per reservetl space. (See Paragraph 2.6)
1.3 Term: _ IDOn_th years and __to montlt montns ("Original Tenn") commencing _
• MARCH 1, 2002 ("Commencement Date") and ending JUNE 30 2002
('Expiration Dale"). (See also Paragraph 3)
t.4 Early Possession: MARCH 1, 2C02 ("Early Possession Date').
(See also Paragraphs 3.2 and 3.3)
t.6 Base Rent 4) R . 1 0 per month ("Base Rena", payable on the FIRST day of each month
commencing MARCH 1, 2002 (See also Paragraph 4)
? If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted.
teclease+aahe-Projest,
1.7 Base Rent and Other Monies Paid Upon Execution:
(a) Base Rent: S 4.418.10 for the period
(b) Securky DeposA: § ONE MGPITH' S RENT ("Security Deposit"). (See also Paragraph 6)
(c) Parking: § N/A for the period N/A
(d) Other § N/A _ for
(e) Total Due Upon Execution of this Lease: §
1.6 Agreed Use: COMMERCIAL OFFICE PURPOSES
(See also Paragraph 6)
7.9 Base Year, Insuring Party. The Base Year is 2 0 02 Lessor B the "Insuring Party" (See also Paragraphs 4.2 and 8)
$ _ -4,~,.\~.,~
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Inltwls IMials
Page 1 of 16
®1999 . Amerkan Industrial Real Estate Association REVISED FORM OFG-14199E
$
•
1.11 Guarantor. The obligations of the Lessee under this Lease shall 6e guaranteed by
("Guarantor"). (See also Paragraph 3~
1.12 Business Hours for Me Building: 7:00 am. to 5:00 p.m., Montlays through Fridays (except Building Hdigays) arM _
~ 7:00 a.m. to 2:00
p.m. on Saturdays (except Builcirrg tiotidays). "t3u11dMg Hogdays' snail mean the dates of observation of New Yeats Day,
President's Day, Memorial Day, Independence Day, Labor Day, ThanksgMng Day, and Christmas Day. ~:,'
$~aaiferie4ceprioes ~ ,
$~ledrisi{y
$ Omx (apesify)
$ ...isHhg~:Ftxagnphs Uveugh
$
$
$-a-Wwk-LeRer~=
$a-jaaAaria4cchedula .
$ eNar (sperify)~
2. Premises.
2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby kaxs from Lessor, the Premises, for the term, at the rental, and upon a9 of me
terms, covenants and eentlitlons set forth in this Lease. Unless dherwiN provided herein, any statement al s¢e Nt forth In this Lease, or that may have been used
in calculating ReM, is an approximation which the Parties agree is reasonaby and any payments based thereon are not subjeq to revision whema or not the actual
size Is more or less. Note: Lessee Is agv(sed to verify the actual size Drior to executing this Lease.
2.2 Condition. Lessor shall deliver the Premixs to Lessee in a clNn condition on me Commencement Date or me Early Possession Date,
whichever first occurs ("Stir( Date'), and warrants that me exisOng electrical, plumbing, Ore spdnkler, lighting, heating, ventilating and air condidoMng systems
("FNAC"), and all other acme whkh the Lessor is obligated to construct pursuant to the Work Letter attached hereto, it arty, other man those constructed by Lessee,
shall be in good operating conddion on saitl dale.
• 2.3 Compliance. Lessor warrants That the improvements comprising the Premises and the Common Areas compy wHh the (wilding codes mat
were M e77ect at the time (hat each such improvement, or portion mereof, was coretructid, and also with all applicade laws, eovenan4s or restrictions of teoord,
regulations, and ordinances ("Applicable Requirements") in effect on me Stan Data. Sala warranty does not apply to the use to whkh Lessee wilt put tM
Premises, madiflcatbru which may be required by me Amerkans with Disabilkies Act or any similar laws as a resuR of Lexce's use (Nor Paragraph 50), or to any
Alterations or Utility Instillations (as defined In Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Leash is rcsporlsiWe for detertntning whether or not
lha zoning and other Applcable Requirements arc appropriate for Lesxe's Intended use, and acknowledges that past uses of the Premises may no
bnger be allowed. tf the Premises do rrot comply with said wanaMy, Leswr shall, except as omerwiN provided, promptly agar receipt of written notice from
Lessee Nttirp forth wim speclaclly the nature and extent of such rgneompltinee, rectify the Nme. If the Applicable Requirements are hereaRar changed x as to
require during the term of this Lease the construction el an add'N'on to or an akersliwt of the Premises, the remediation of any Hazardous Substanx, or the
reinforcement or other physical modifu:abon or me Premises ('Capital Expenditure"), Lessor and Lessee shall allacati me cost of such work as (alMws:
(a) Subject to Paragraph 2.3(c) below, R such Capital Expendiures are required as a resuR of me speci0e and unique use of the Premlxs by
Lessee as compared with uses by tenants in general, Lessee shall be lWly responsible for the cost thereof, provided, nwxvx [hat it such Captlai Expendihue is
requiretl tluring the last 2 years of this Lease and the cost thereof exceeds 6 months' Bax Renl, Lessee may instead tennirxfte this Leah uMess Leaver ndigea
Lessee, ut writing, within f 0 days aRer receipt of Lessee s erminaton notice that Lessor has elected to pay me difference between me actual cost thereof and me
amount equal to 8 months BaN Renl, If Lesxe elects terminaton. Lessce shall immetliatety caax me use of the Prem'INS whkh requires such Capital
Expenditure and deliver to Lesser written notice specifying a termination date al least 90 days ihereaRer. Such erminaton date shall, howevx, in no avert be eadisr
than the last tlay that Lecsce coup legally utilize the Prem(ses without cammencing ouch Capdat Expenditure.
(b) II such Capital Expenditum is nct the resuR of Ihs specific and unique ux of the Premises by lessee (such as, governmentally mandated
seismic modifications), then Lessor and Lessce shall albcate the cost of such Capital Expenditure as falkws: Lessor shall adwnca the funds necessary for such
Capital Expenditure but Lessee shall be obligated to pay, each month during me remainder of the term of this Lase, on the date on whkh Bax Rant is due, an
amount equal to me protluct of multiplying Lessees share of the cost of such Capital Expenditure (the percentage specified in Paragraph 1.6 by a fraction, the
numerator of vfikh is one, and the denominator of which is 144 fie. 1/144m Of me cost per month). LessN Shall pey interest on me unamartiud bnlarx:a of
Lessee's share at a rate mat is commercially rNSOnable in me judgment of Lessola accountants. LessN may, however, prepay its obligation at an/ Ume. Pranged,
however, that N such Capital Expenditure is required during the last 2 yeah of this Lease or it Lessor reasonably detemures that it is not ecanomicaay feasible to pay
its share thereof, Lessor shall have me option to terminate m(s LNSe upon 90 days pdor written notce to Lesxe unless LessN notifies Lessor, in writing, vrimin 10
tlays otter receipt of lessors termination notice that LessN will pay for such Capital Expendture. 11 Lessor tloes not Bled to terminate, and fails to tender ds share of
any such Caporal Expendkure, Lessce may advents such funds and deduct same, with Interest, from ReM until Lasso/s share of cash costs have been fairy pakl. If
Lesxe is unable to finance Lessor's share, a it the balance of the Rent due and payable (or the remainder of this Lease is rat su(hcienl to fatty reimburx lessee on
an a(rset basis, Lessee shall have the right to terminate this Leah upon 30 days written notice to Lessor.
(c) Notwithstanding me above, the provisions concerning Capkal Expenditures are intended to apply Doty to nonvoluntiry, unexpected, and new
Applicable Requirements. I! the Capda! Expenditures are instead triggered by Lesxe as a result of an actual or proposed change in use, change in intensity of uN,
or modification to the Premises then, and in that event, lessee shall be fully responsible for the cast thereof, and Lessee shall not have any right to term(nak this
Lease.
2.4 Acknowledgements. Lessee acknowledges that: (a) Lessee has been advised by Lexx andla Brokers to xlisfy Rself with respell to the
condkon of the Premixs (including but not limited to the electrical, HVAC and fire apnnklx systems, security, environmental aspects, and compliance vrilh
Applicable Requirements), and their surtabifity Tar Lessee's intended use, (b) Lesxe has made such investigation as R deems necessary with reference to such
,
Initials Initials
Page 2 0(15
m 1999 . American Industrial Real Estate Association REVISED FORM OFG-7dN9E
matters and aswmes all responsibility therefor as the same relate to its xcupancy of the Premises, antl (c) neidur Lessor, Lessors agents, rwr Brokers have made
any oral w written representations or warranties with reaped to said matters other than as set forth in this Lease. In additbn, Lessor acknowledges liter: Brokers
have made no representatons, promises or wartantles concerning Lessee s ability to honor the Lease or suitability to occupy the Premises, and (ii) i b LessoYS sob
responsibility to investigate the ftnancbl capability andlor suiability of all proposed tenants. ~,
2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or ailed if immediatey prior to Ma
SWrt Date, Lessee was the owner or occupant of me Premises. In such event, Lessee shall be responsible for arty necessary eonecWe work.
2.6 Vehicle Parking. So brig as Lessee is rat in default and subject to Ne Rubs and ReguWtlons aftached hereto, and as estadished by Lessor
from time to time, Lessee shall be entiled to rent and use the numhar of parking spaces apscifad in Paragreph 1.2(b) at the rental nW applicabe from tlme to time
for monthly parking as set by Lessor andlor its licensee
(a) If Lessee comm9s, permits or allows any of tlee prohibited adivftles described in the Lease or the rules then in effect. then Lessor shatl have
the right, without notice, in addiion to such dhar rights and remedies that i may have, to remove or tow away the vehicle irwdved antl charge the coal to Lessee,
which cost shall he immediatay payable upon demand by Lessor.
(b) The monthly rent per parking space specifietl in Paragraph 1.2(b) is subject to change upm 30 days prior written ratite to Lessee. The
rent for the parking is payable one month in advance prior to the fuel day of each calendar month.
2.7 Common Areas -Definition. The term 'Common Areas" is defined as a1 areas and Wc119ies outside tla Premises and within tM exterior
boundary line of the Project and interior ultlity recaways antl insWlWions within the Premises that one provided and designated al the Lessor from time to Ome Iar the
general nonexclusive use d Lessor, Lessee and omer tenants of the Project and their respective empbyees, suppliers, shippers, customers, wntractors and
invtees, ircluding, but not limited lo, wmmon entrances, bbbies, wrridors, stairwells, public restroems, elevators, parking areas, loading arM unoading areas, trash
areas, roadways, walkways, driveways antl landscaped areas.
2.6 Common Arias -lessee's Rights. Lessor grants to Lessee, for the benefit of Lessee and 9s employees, suppliers, shippers, contractors,
customers and invitees, during the term al this Lease, the nonexclusive right to use, in common wih others eMkled to such use, the Common Areas as they exist
horn time to erne, subject to any rights, pwrers, and privileges reserved by Lessor under the terms heretl or under the terms of any rules and regulatlons or
restrictions governing the use d the Project. Under no circumstances shall the right herein granted to use the Common Ams he deemed to include the Rgh[ to
store any property, temporeriy or permanently, in the Comrtan Areas. Any such storage shall be pennilted arty by the prior written consent d Lessor or Lessors
designated agent, which consent may be revoked at any time. In the rveM that any unauthorized storage shall occur Than Lessor shall have tlfe right wthoul ndice,
In edditkon to such other rights and remedies that it may have, to remove the property and charge the cost to Lessee, which cost shall ba immetliatey payable upon
demand by lessor.
2.9 Common Areas -Rules and Regulations. Lessor or such other person(s) as Lessor may appdnt shall have the exclusive wMrd and
management of the Common Areas and shall have the right, tram time to tlme, to adopt modify, amentl and enforce reasonable rules and regulatbns ("Rules and
Regulations") for the management safety, care, and cleanliness of the grounds, the parking and unloading of vehicles arM the preservation of good order, as well as
for the conventence of dher oaupaMS or tenants of the Building and the Project and their invkeas. The Lessee agrees to abide by and wnform to all wch Rules
and Regulatbns, and to rouse der employees, suppliers, shippers, wstomers, wntrectors ant invftees b se abide and conlorm. Lessor shall not be responsible to
Lessee for the noncompliance with said Rules and Regdations by other Isnanls of the Project.
2.10 Common Areas - Changaa. Lessor shall have the right, in Lessors sole diuretbn, from lima to tune:
(a) To make changes to the Common Areas, including, without limitation, changes in the bcation, size, shape and number of the lobbies,
windows, stairways, air shafts, elevators, esbalatora. raslrooms, driveways. entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress,
direction of traffic, landscaped areas, walkways and Nility raceways;
(b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains
• available;
(c) To designate other land outside the boundaries of the Project to be a part of the Common Areas;
(d) Tc add additional buildings and Improvements la the Common Areas;
(e) To use the Common Areas whib engaged in making additional improvements, repairs or akeredons to the Project or any portbn
lhereaF, and
To do and perform such other acts and make such other changes in, to or whh respect to the Common Areas ant Project as lessor
may, in the exercise of sound business judgment, deem to be appropriate.
3. Term.
3 t Term. The Commencement Date, Expiration Dale and Original Term of Nis Lease are as specified in Paragraph 1.3
3.2 Early Possession. If Lessee idally or partially ocwpbs the Premises poor to the Commencement Date, the obligation to pay Base Rent sha4
be abated for the perod of such early possess)on. All dher terms of this Lease (including but rid limited to the odigaliens to pay Lessee's Share of the Operating
Expense Increase) shall, however, be in effect during such perod. Arty such eery possession shall rid affect the F~iretian Date.
3.3 Delay In Possession. Lessor agrees to use its hest commercially reasonable elforts to deliver possession of the Premises to Lessee by the
Commencement Date. It despite said elfons, Lessor is unable to deliver possession by such date, Lessor shall rid be subject to any Lability therefor, nor shall such
failure affect the validity of Mis Luse. Lessee shall not however, be obligated to pay Rent or penorm its other obligations until Lessor delivers possession of the
Premises and any period of rent aWtement That Lessee would otherwise have enjoyed shall run from the date of detNery of possasabn and continue fa a period
equal to what Lessee would dherwise have enjoyed under the terms hereof, but minus any days of deby caused try the acts or omissions of Lessee. II possession
is not deliveretl within 60 days after the CammencemeM Date, as tlee same may ba extended under the terms of any Wark Latter executed by Parties, Lessee may, at
fts option, try notice in wntlng within 10 days after the end of such 60 day peRoq cancel this Lease, in which evert the Parties shall be discharged from ax obligations
hereunder. II such wrnen notice is oat received by Lessor within said 10 day period, Lessee s right to cancel shall terminate. If possession of the Premises 4 rid
Delivered wthin 120 days agar the Commencement Date, this Lease shall terminate unless dher agreements are reachetl between Lessor and Lessee, in wrfting.
3.4 Lessee Compliance. Lessor shall not be required to deriver possession of the Premises to Lessee until Lessee complies with its obligation to
provide evidence of insurance (Paragraph 8.6). Pending delivery of such evidence, lessee shall be requiretl to pertorm a0 O( fts obligations under Mis Lease from
and after the SWrt Date, including the payment of Rent. ralwihstanding Lessors election to withhold pouessien gentling receipt of such evidence of insurance.
Funher, If LeSaee Is required to pertonn any other cond0ons prior to or wncurrent with the Start Date, the Stan Dale shall occur but Lessor may elect to withhold
possession until such condiiorea are satisfied.
4. Rent.
4.1. Rent Defined. All monetary obligations of Lessee to Lessor under the terms of Ibis Lease (except for the Security Deposit) are deemed to he
rent ("RenC).
4.2 Operating Expanse Increase. Lessee shall pay to Lessor tluring the term hereof, in addiion to the Base Rent Lessee's Share of the amount
by which all Operating Expenses for each Comparison Year exceeds the amount of all Operating Experses for the Base Year, wch excess being hereinaftar
referred to as the'Operating Expense Increase', in acwrdarce with the fdlowing provlsbns:
(a) "Base Year" is as specified in Paragraph 1.9.
(h) "Comparison Year' is defined as each calendar year during the tens of this Lease subsequent to the Base Year; provided, however,
lessee shall have no odigaion to pay a share or the Operatlng Expense Increase applicable to the first 12 months of the Lease Term (dher than such as are
• ma(Watetl by a governmental authority, as to which government maiMated expenses Lessee shall pay Lessee's Share, notwihstantling they occur during the (rat
e
Initials Inxials
Page 3 of i6
m 1899 -American Industrial Real Estate Association REVISED FORM OFG•1.9I99E
twelve (12) manlhs). Lessees Share of the Operating Expense Inwease for the first antl last Comparison Years of Me Lease Term shall be prorated accordrp to
that porton of such Comparison Year as to which Lessee rs respansibk for a share of such ircrease.
(e) 'Operating Expenses" Include ap costa incurred by Lessor rektlng to the ownership and operation of the Project, pkuWted ss if Me
. Project was at least 95°b occupied, including, but rid limited to, the folowing:
(i) The operation, repair, and maintenance in neat, clean, safe, good order and condelion, but rid the replacement (see
subparagraph (g)), al the fdlowing:
(era) The Common Areas. Mcluding Meir surfaces, coverings, decaratrve items, carpets, drapes ant window
coverings, and including parting areas, boding and unloading areas, trash areas, roadways, sidewallrL, walkways, shkvr+ys, parkways, driveways, IandspPad
areas, shiping, bumpers, irrigation systems, Common Area lighting facilities, building exteriors and roofs, fences and gales;
(bb) All heating, air cenddioning, plumbing, Nectrical systems, life safety equipment, communication syskms and
other equipment used in eammon by, or for the beheld of, lessees w oaupanls of the Project, including elevators arM eacaldors, tenant directories, fire tldecdon
systems including sprinkler system maintenance and repair.
(ii) Trash tlisposal, janitorial and security servkes, pest pMrol services, ant the casts of any environmental kspections;
(iii) Any other service to be provided by Lessor Mat is elsewhere in Mis Lease stated to be an "Operating Expense";
(iv) The cost of the premiums for the insurance policies maintained by Lessor pursuant to paragraph B and any deduetide
portion of an insured loss wnceminp the Building or the Camman Areas;
(v) The amount of Me Real Property Taxes payable by Lessor pursuant to paragraph 10;
(N) The cod of water, sewer, gas, dectrklty, arW other pudkty mandated services tort xparakty ordered;
(vii) Labor, salaries, antl applicable hinge benefds and casts, rtwterials, supplies and lode, usetl in maintaining arMnw cleaning the
Projed and accounting and management fees attrihulade to the operation of the Project;
(viii) The coat of any Capital Fxpendlture to the Building w the Project trot covered under Me proNsions of Paragraph 2.3 provided;
however, the Lessor shall allocate the cost of any such Capital ExpeMiture over a 12 year period ant Lessee shell rid be required to pay more than Lessee's Share
of 1/144th of the cost of such Capltal Expendelure in any given month;
(ix) Replacement of equipment w improvements Mat haw a useful lib for accounting purposes o15 years w less.
(d) Any peen of Operating Expense that is speciflcalty aWibutabk to Me Premises, the Building w to any other building in the Project or to
the operation, repair and maintenance Mereof, shall be allocated entirely to such Premises, Buidng, w dher building. However, any such item that k not spedfically
attrihuhbk to the Balding or b any other building or to the operation, repair and maintenance tbereo( shall be aquelabty alocated by Lessor to all buildings in the
Prgecl.
(e) The inclusbn of Ibe improvements, facilities and services set forth in Subparagraph 4.2(c) shall not be deemed to impose an
obligation upon Lessor to eiMs have said kprovemens w facilities or to provide those services unless Me Project already has the same, Lessor already provides
the services, w lessor has agreed elsewhere in Nis Lease to provide the same or some of them.
(f) Lessee's Share of Operating Expense Increase shalt be payable by Lessee vrithin 10 days after a reasonably debited statement of
actual expanses is presented to Lessee by lessor. At Lessor's option, however, an amount may be estimated by Lessor Irom time to time in advance of Lessee's
Share of the Oparding Expense Increase for arty Comparison Year, and Me same shall be payabe monMty during each Comparison Year of the Lease term, m the
same day as the Base Rent is due hereunder. In the event that Lessee pays LeBSOfs astimak of Lessees Share of Operating Expense Increase as afaressld,
Lessor shad deliver to Lessee wi1Nn fi0 days after the expiration of each Comparison Year a reasonaby detailed ahtement showing Lessees Share of Ma actual
Operating Expense Inwease incumed during such year. If Lessees payments undo Mis paragraph (f) during said Comparison Year exceed Lessees Share as
indicated on said statement, lessee shall be entitled to credd the amount of such overpayment against lessee's Shan of Opendng Experue Increase next lolling
due. If Lessee's payments under this paragraph tluring said Comparison Year were lase than Lessee's Share as indicated an said statement, Lessee shall pay to
• Leases Me amount al the deficiency within 10 days after tlelivery by Lessor to Lasses of said statement. Lessor and Lessee shall IorthwiM adjust between Mem by
cash payment any balance determined to exist with respect to that portion of the last Comparison Year for wfikh Lessee is responside as to Operating Expense
Increases, natwelhchnding that the Lease term may have terminated before Me antl of such Comparison Veer.
(g) Operating Expenses shall rid include the costs of repkcemenl for equipment or capital components such as Me tool, foundations,
exterior walls or a Common Area capital improvamenl, such as Me parking bt paving, elevators, fences that have a useful ilia for accouMlrg purposes o15 years w
more unless el is of the type described in paragraph 4.2(c) (Nil), in which case their cod shall be included as above provided.
(h) Operating Expenses shad rid include any e~enses paid by any tenant tlirectty to third parties, or as to which Lessor is othervdae
reimbursed by any third party, oMar tenant, or by insurance proceeds.
4.3 Payment. Leases shall rouse payment of Rent to be received by Lessor in lawful money of the Untied Stites on w before the day on which lt is
due, without offset or detluctbn (except as specifiplty pertnMed in this Lease). Rant for any period during Me term hared! whkh k Ica less than one full calends
month shall be prorated besetl upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address etakd herein w to such dhw
persons err place as Lessor may from time to time designak in carding. Acceptance of a payment which is less than the amount then due shall not be a waiver of
Lessons rights to the balance of such ReM, regardless of Lessors endorsement of any check so stating. In tbe event Mat any cheek, draft, or other irxatrument of
payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of 525 in addition to any Lae Charge. Payments will be
applied first to accrued kte charges and attorneys fees, second to aaruetl intsest, Men to Base ReM and Operating Expense Increase, and arty remaining amount
to any omen outstantling charges or costs.
5. Secwtty Deposk. Lessee shall deposit with Lessor upon execution hereof the Security Deposd as security for Lessee's hithful performance of its
obligatlona under this Lease. If Lessee fails to pay Rent, or dherwise Defaults ands Mis Lease, lessor may use, apply w retain ad w any porton of said Secunty
Deposit for the payment of any amount due Lessor or to reimburse or compensate Lessor fa any Ikbility, expense, bss w damage whkh Lessor may sugar w incur
by reason thereof. If Lessor uses or applies all or any portion of the Security Deposel, Lessee shall within 10 days after written request Merefor, deposit monies with
Lessor sufficient to restore said Security Deposit to tM full amount required by this Lease. If the Base Rent increases dudng the term of this Lease, Lessee shad,
upon written request Irom Lessor, tleposd atlditbnal moneys with Lessor so that the trial amount of the Securely Deposit shall at all times bear Me same proportion to
the increased Base ReM as Me indial Security Deposel bore to the inelkl Base Rant. Should the Agreed Use be amendetl to accommodate a material change in tM
business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Severity Deposd to Me extent necessary, in Lessor's
reasonable judgment, to account for any increased wear and tear that the Premises may sutler as a result thereof. If a change in conVd of Lessee occur dudng
this Lease and following such change the ftnancial contlelion of Lessee is, in Lessons reasonable judgment, significantty reduced. Lessee shall deposit such
additional monies with Lessor as shall be suffcient to puss the Secudly Deposit to be at a commeroially reasonable level based on such change in financial
contlelian. Lessor shall rid be required to keep the Security Deposit separate Irom Its general accounts. Within 14 days after the expiator or termination d this
Lease, if Leases elects to appy the Security Deposit only to unpaid Rent, and otherwise within 30 days after Me Premises have been vacated pursuant to Paragraph
7 4(c) bebw, Lessor shall rdum that portion of the Security Deposit rest used w applied by Lessor. No part of the Security Depostt shad be consxkred to be held in
trust, to bear interest w to be prepayment for any monks to be paid by Lesser under Mis Lease.
6 Use.
6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any dher legal use which is reasonably comparable therao, and
for no dher purpose. Lessee shall not use w permit the use of the Premises in a manner that is unlawful, creates damage, waste w a nuisance, w that dlaurba
• occupants of w causes tlamage to neighboring premises or propedies. Lessor shall not unreasonabty withhold err deky its consent to any written request Id a
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tD 7999 -American Intlustrial Real Estate Association REVISED FORM OFG-19K9E
modiRtatien or the Agreed Uu, so long as Ne same vdll rid impair the structural integrity of the improvements of the Building, will not adveraety affect the
mechanical, Necbical, HVAC, onto other systems al Ne Building, and/or vnll not attest the exterior appearance of the Buiding. If Lessor elects to withheld comets,
Lessor shall wthin 7 days after such request give written notificatkn o! same, whkh notice shall include an explanation of Lessors objections to Ne change in the
• Agreed Use
6.2 Hazardous Substances.
(a) Reportable Uses Require Consent. The term "Hazardous Substance" as used in this Lease shall mean any product, substance, or
waste whose presence, use, manufacture, d'uposal, transportation, or release. either by itself or in eomdretion with dber materials expected to be on the Premises,
is either. (i) pdenW9y Njurloua to Ne publk health, eatery or welters, Ne environment or the Premises, (a) regulated w monttored q' any governmenW authwtty, or
(iii) a basis Ica pokdhl liability of Lassa to any govemmental agenry w Nird party under soy applicable statute or common law Theory. Hazardous Substances shall
include, but not be Rmited to, hydrocarbons, petrdeum, gasdine, and/or crude oil w any products, byproducts w Inc9om thereof. Lessee shall not angapa in any
activtty in or on the Premises which constttutes a Reportable Use of Hazardous Substances wttMut the express prior written consent of Lessor and Dmely
compliance (at Lessee's expense) with ell Applkabk Requirements. "Reportable Use" shall mean (i) the insktlatbn a use of any aDOVe w bekwr ground storage
tank, (ii) the generatbn, possession, storage, use, Vansporletion, or disposal of a Hazardous Substane that requires a permR from, w wdN reaped [o which a report,
notke, registration w busineu plan is required to be file0 vnth, any governmental autiwriry, and/or (re) the presence at the Premises e/ a Hazardves Substance with
respell [o which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises w neighboring properties.
Notwithstanding Ne foregoing, Lessee may use any ordinary and customary materials reasonaby required to be used in Ne normal course of Ne Agreed Use such
as ordinary office supplies (Dopier toner, liquid paper, glue, ek.) and common household cleaning malenats, so kng as wch use is in wmplianee w9th all Applkable
Requirements, is rid a Reportable Use, and does rid expose the Premises or neighboring property to arty meanirgfui risk of contamination w damage w expose
Lessor to any liability therefor. In adtlttkn, Lessor may wndition its consent to any Reportade Use upon receiving such addilbnal aswnntes as Lessor reasonably
deems necessary to protect ttself, the publk, the Premisec and/or the environment against damage, conkmination, Injury and/or Ikb9tty, Including, DU not 9mtted to,
the instalWtion (and removal on a before Lase expiration or termination) of prdectNa modifiealions (such as conerek encasements) anNar increasing Ne Security
Deposit.
(b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause b believe, Nat a Hazardous Substance Dos come to be located in, on,
under or aboN Na Premises, dher than as previously consented to by Lessor, Lessee shall immediately give written noice of such lad to Lessor, and provide
Lessor with a copy of any report, ratite, claim w dher documentation which it has concerning the presence of such Hazardous Subffiance.
(C) Lessee Remedtation. Lessee shall reel cause or permit arty HazaMves Substance to be spilled w released in, on, antler, or about Ne
Premises (Including Nrough Ne plumbing or santtary sewer system) and shall prompdy, at Lessee s expense, comply with all Applicable Requirements and take all
investigatory and/or remedlel action reasonably recommended, wheher or not formally ordered or required, for the cleanup of any contamination d, and for the
maintenance, severity and/or monitoring of the Premises or neighboring properties, that was caused w materially wntributed to by lessee, or pertaining to or
involving any Hazardous Substance brought onto the Premises during the term of this Lease, try w for Lessee, or any third party.
(tl) lessee Indemnification. lessee shall indemnity, defeM and hold Lessor, tts agents, employees, lenders arW ground lessor, a any,
harmless Irom antl against any ant all less of rents and/or damages, Ilabilices, judgments, claims, ezpenes, penalties, and attorneys and wnuttants' fees arising
out or or involving any Hazardous Substance Drought onto the Premises by w for Lessee, or any third party (provided, however, that Lessee shall have no Ibbility
under this Lease with reaped to underground migration o1 any Hazardous Subaknce order tM Premises Irom areas outakle of the Project not caused or conbibded
to by lessee). Lessee's obligations shall include, but not be limited to, Ne efleds of any conamination w injury to person, properly w Ne environment created or
suffered by Lessee, and the cost of investigation, removal, remedkfron, restoration and/or abatement, and shall survive Ne expiration or termination of this Lease. No
termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to
Hazardous Substances, unless specificalty so agreed by Lessor in writing at the time of such agreement.
(e) Lessor Indemnification. Lessor and its successors and assigns shall Indemnity, defend, reimburse and held Lessee, its employees and
lenders, harmless from and against any and all environmental damages, including the cost o1 remediation, which result from Hazardous Substances whkh existed on
the Premises poor to Lessae'a occupancy or which are caused by the gross negligence w willful misconduct of Lessor, Rs agents w empbyees. Lessafs
obligations, as and when required by the Applicable Requirements, shall include, Dut not be limited to, Ne cost of investgation, removal, remediation, rcstwatlon
and/or abatement, and shall survive the expiration or termination o(this Lease.
(f) Inveztigations and Remediations. Lessor shall retain the responsibility and pay for any investigations ar remediation measures required
by governmental entities having jurisdicl'an wtth respell to the existence of Hazardous Substances on the Premises prior to Lessees occupancy, unless such
remediahon measure is required as a result of Lessee's use (including "Attentions", as defined in paragraph 7.3(a) below) of the Promises, in which event Lessee
shall be responsible nor such payment. Lessee shall cooperate rutty in any such activities at the request of Lessor, Including allowing Lessor and Lessors agents Io
have reasonable access to the Premises at reasonable times in order to carry out Lessors investigative and remedial responsibilities.
(g) Lessor Termination Oplton. II a Hazardous Substance Conditon (see Paragraph 9.1(e)) xcun during tbe term of this Lease, unless
Lessee is legally responsibe therefor (in which case lessee shall make the investigation and remediation Hereof required by the Applkable Requirements and this
Lease shall conhnue in full force and eRect, but subject to Lessors rights under Paragraph 6.2(d) antl Paragraph 13), Lessor may, at Lessors option, either (i)
investigate and remetliate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessors expense, in which evert thk Lease shall
continue in full force and elfect, or (ii) If the estimated cost to remediate such condition exceeds 12 times Ne then moflthty Base ReM w E100,000, whkhever is
greater, give written rwtice to Lessee, vANin 30 days after reDeipl by Lessor of knowledge of the accunence of such Hazardous Substance CondNOn, of Lresaors
desire to lerminak this Lease as of the date 60 days rollaxing the date or such notice. In the event Lessor sleds to give a tenninatian rxxice, Lessee may, within 10
days thereafter, give written ndke to Lessor of Lessee's wmmttment to pay Ne amount by which the cost d Ne rametlWtion of such Hazardous Substance
Condttion exceeds an amount equal to 12 times Ne then monthly Base Rent or E100,000, whichever is greater. Lessee shall provide Lessor with said funds w
satisfactory assurance Hereof within 30 days following such commttment. In such event, this Lease shall continue in full force and elfect, and Lessor shall proceed
to make such remediation as soon as reasonaby possible after the required funds are available. I(Lessee does not give such notice and provide the required lands
or aswrance thereof within the time provided, this Lease shall terminate as of the date specified in Lessors ndke of termination. '~.
6.3 Lessee's Compliance with Applicable Requirements. Except as oNervrise provided in this Lease, Lessee shall, at Lessee's sole expense,
fully, tliligemly and in a timely manner, materialy comply wtth all Applicable Requirements, the requirements o! any applicade fire imurance underwriter ar ndnp
bureau, and the recommendations of Lessor's engineers andor consultants which relate in any manner to the Premises, wtthout regard to whether said requlrameMs
are now in effect or become elfecbve after the Start Date. Lessee shall, within f 0 days after receipt of Lessors written request, provide Lessor with Copies of all
permits and omen documents, antl other Information evidencing Lessees compliance with any Applicable Requirements specified by Lessor, and shall immediatey
upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, ratite, citation, worming. complaint or report
pertaining to w invoving the failure of Lessee or the Premises to comply wtth any Applicable Requirements.
6.4 Inspaetion; Compliance. Lessor and Lessors "Lender' (as defined in Paragraph 30) and conwttants shall have Ne right to enter into
Premises at any time, in the case of an emergency, and otherwise at reasonable times, for the purpose of inspecting Ne condition of Ne Premises and (or verifying
compliance by Lessee with this Lease. The cost of any such inspection shall be paid by Lessor, unless a violation of Applicade RequkemeMS, w a HazaMaus
Substance CoMitkn (see paragraph 9.te) is fourxi to exist or be imminent, or the inspectlon b requested w ordered by a governmental aNfwrity. In such case,
Lessee shall upon request reimburse Lessor for the cost of such inspeclkn, so long as such inspection is reasonaby related to the violation or contaminatkn.
7 Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations.
• 7 1 Lessee's Obligations. Notwtthstantling Lessor's obligation to keep the Premises in good condition and repair, Lessee shall be responsible for
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m 1999 • American Industrial Real Estate Association REVISED FORM OFG-tif89E
payment of the cost thereof to Lessor as atldaional rent for Nat ponion of the cast of any maintenance and repair d the Premiaee, or any equipment (vdwravar
located) that sews Dray Lasses a the Premlaes, to the extent wch east is attribtdahk to causes beyond normal wear end tear. Lessee ahaA be responside for the
cost of painting, repairing a replacing waN coverings, and to repair or replace arty improvements with the Premises. Lessor may, rt its option, upon reasonde
nonce, clad to have Lessee perform any particular such maintenance u repairs the cost of which is otherwise Lessee
s rasponaibifdy hereunder.
• 7.2 Lessor's Obligrtbns. Subjxt to the provisions d Paragraphs 2.2 (Condition), 2.3 (Camplpnce). 4.2 (Operating El~encec), 8 (Use), 7.1
(Lessee's Obligations), 9 (Damage or Destruction) arM 14 (Condemnriionj, Lessor, subject b reimbursement pursuant b Paragraph 4.2, shall kasP in goad order,
contliAon and repair Cne foundations, exterior walls, stmcturol cardaion of interior bearing vntls, exterior roof, fire sprinkler system, Are alarm and/or smoke drtatton
systems, fire hydrents, and the Common Areas. Lessee expressly waives the beNfd of any stNUte now or huaafier in effxt to the extent tt b Inconsistent vrdh the
terms of this Lease.
7.3 Utility InstallNbns; Trade Fixtures; Atterrtbns.
(a) Definitions. The term 'Utility Insta9a8ons" refers b NI floor aril window coverings, air Aries, vacuum itnas, power panels, eectrical
disiributlon, seturiry and fee prdection systems, communication atrAng, lignting faturas, HVAC equipment, and plumdrg in or on tM Pnmises. TM term "Trade
Fixtures" shall mean Leasae's machinery and equipment that can he removed wigwd doing material damage to the Premises. The term " Alteraflons" shaA mean
any modifx:riion d the improvements, other than Wkly 1nsWllations or Trade Fixtures, whether by addtlon or deletion. 'Lessee awned Alterations and/or Wlity
Installations" are defined as Attentions and/or Utility Installations made 6y Lessee that are rid yet awned by Lessor pursuant to Paragreph 7.4(a).
(b) Consent Lessee stroll rid make any Alteration d UtAily Installations to the Premises wihout Lessors prig mitten consent Lessee may,
however, make non-strudurN Utility Installations to the interior of the Premises (excluding tlx roof) wihout Sueh coneM but upon rwgce to Lessor, as kxg as may
era hat visible from the outside, do rid involve puncturing, relocating or removing the root, ceilings, floors ar any eztsang walls, will not aHed tfx electrical, piutt~ing,
HVAC, andor life safety systems, antl the cumulative cost thereof during this Lease as extended does rid exceed E2000. Ndwithatanding the foregoing. Lessaa
shaA not make or permtt arty roof penetrations and/or install anything on me roo( without the prior mitten approval of Ussor. Lasses may, as a preeonditbn to
granting such approval, require lessee to utilize a rnMredor chosen andla approved by Lessor. Arty Akelations or UAIAy InstalWbna ihN Lessee shaA desks to
make and which require the consent of the Lessor shall be presented to Lessor in written form with detaibtl pWns. Consent shall be deemed eondPooned upon
Lessees: (i) xquiring all applicable govemmenml permits, (iQ lumishing Lessor wlth espies d bdh the pumAs ant the plan atM apeciflatiorrs prior to
commencement of the work, and (iii) compliance wtth all eondllions of said permits and other Applicable Requirements In a prompt and arpetliltous manner. Any
Alterations or UtlAty InrtalWtiona shall be performed in a workmanlike merino win good and sufficient materials. Lessee shall promptly upon complrtion lowish
Lessor with asbuilt plan and speciAcations. Fro work which costs an amount in exuss of one month's Base Rent, Lessor may rundltbn lts corgent upon Lassen
providing a lien and complNion bond in an amount equal to 150% of the estimated cost of such Alterefien or UAlity Installation andor upon Lessa'a posting sn
add'dional Security Deposd vrifh Lessor.
(c) Liens; Bonds. Lessee shall pay, when due. all calms for labor or materials furnished or alleged to have been furnished ro or for Lessee at
or for use on the Premises, which claims are or may be secured by any mecharlb's or materialmen's lien aganst the Premises or any interest therein. Lessee snaA
Siva Lessor rid less man 10 days ndice prior to the commencement of any work In, on or about the Premises, and Lessor shall have the right to post radices of
non-responsibility. If Lessee shNl contest the validity of any such lien, claim or demand, then Lessee shall, at Ifs sole expene defend and protect Aself, Lessor and
the Premises against the same and shall pay and sriisly arty such adverse judgment friar may be rendered thereon before the enforcement (hereof. If Lessor shall
require, Lessee shaft furnish a surety bond in an amount equal to 150% of the artwunt o! such contested Aen, claim er demand, inrbmMying Lessor against liability
for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessors attorneys' fees and costs
7 a Ownership; Removal; Surrender; and Restoration.
(a) Ownership. Subject to Lessors right to require rertwvW or elect ovnership as hereinafter provideq all Atterelions and Wlity InstallaAons
made by lessee shall be the property of Lessee. 6u1 considered a part of the Premises. Lessor may, at any time, clad in rotting to ba the omler of all or any
specified part of the Lessee Owned Attentions and Utility Installations. Unless dherw(se insiructetl per paregreph 7.4(b) hereof, all Lessee Owned Ageretions ant
Utility Insrellations shall, at the expiration or termination of this Lease, become the property o1 Lessor ant be surrenderetl by lessee wch the Premises.
(b) Removal. By tlelivery to Lessee of mitten rxxice from Lessor rrot earlier than 90 and rid later than 30 days prior to the end of the term of
this Lease, Lessor may require that any or all Lessee Owned Alterations ar UAlity InstallaAons he removed by the expiation or tarminaton of this Lease. Lessor may
require the removal at any time of all or anry part of any Lessee Owned Alteration or Utility Installations made wthout the required consent.
(c) Surrender; Restoration. Lessee shall surrender me Premises by the Ezpiralion Date or any eariier termination date, with all of the
improvemems, parts and sudxas thereof clean and tree o1 debris, and in good operebng order, eonditlon and state of repair, ordinary wear and tear excepted.
"Ordinary wear and leaf' shall not include any tlamage or delenoration that waukl nave been prevented by good maintenance padiee. Notwithstanding the
foregoing, it this Lease is for 12 months or less, then Lessee shall surcender Bre Premises in the same wrdition as delivued to Lessee on the Stan Drie with NO
allowance Ion ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, manenance or removal of Trade Futures, Lessee awned
Allmriions anNOr Utility Installations, lumishings, and equipment as watt as Bte removal of any storage tank installed by or for Lessee. Lessee shall also completely
remove from the Premises arty and all Hazardous Substances braugM onto the Premises by or for Lessee, or any third parry (except Hazardous Substances which
were deposited via underground migraflon how areas outside of the Pro(ed) even if such removal would require Lessee to perform or pay for work tltat exceeds
statutory requirements. Trade Fhdures shaA remain the property d lessee asW shatl be removed by Lessee. The failure by Lessee to timely vacate tM Premises
pursuant to this Paragraph 7 4(c) wtthoul the express written consent of Lessor shall constitute a holdover under the provisbn of Paragraph 28 below.
8. Insurance; Indemnlty.
8.1 Insurance Premiums. The cost o! the premiums for the insurance policies maintained by Lessor Wrsuant to paregraph B are included as
Operating Expenses (see paragraph 4.2 (c)(Iv)). Said costs shall include increases in the premiums rewtting from atltlitionl coverage related b rrpuirarrtanta of tltt
holder o! a mortgage or tleed of trust covering the Premises, Building andla Project, Inweased valuation of the Premises, Building and/or Project, andor a geneol
premium rate increase. Said vests shall rat, however, include any premium increases resulting from the nature of the occupancy of arty other knant of the Buildug.
If the Projxt was rid insured Ica the entirety of the Base Year, then the base premium shall be the lowest annual premium reasonably otxainable for the requked
insurance as of the Start Date, assuming the most nominal use possible o! the Building and/or Project. In no event, however, shall Lessee lie responitde far any
portion of the premium cost attributable to liability insurance coverage in excess of E2,000,000 procured under Paragraph 5.2(b).
0.2 Liability insurance.
(a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor
as an addttional insured against claims for bodily injury, personl injury and propatry damage based upon or arising out of the ownership, use, occupancy w
maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurence basis providing single limit coverage in an artaunt not
less than St,000,000 per occurrence wtth an annual aggregate of not lass than E2.000,000, an'Additional Insured-Managua or Lessors of Premises EndarsemenC'
and wMain the "Amendment of the Pollution Exclusion EndorsemanC' for damage roused by heat, smoke or fumes from a hostlla Ike. The policy shaA not contain
any infra-insured exclusions as between inwred persons a orgardzalions, but shall include coverage (or liabildy assumed under this Lease as an "insured
conlracC for the pedonmanca of Lessee's indemnity obligatlon6 under This Lease. The limits or said insurance shall rid, however, limit the liability of Lessee nor
retleve Lessee of any obligation hereunder. All insurance canted by Lessee shall he primary to and rid contributory with any similar inurance earned by Lessor.
Whose InaUrenlce shall De Cem3ldefed exClaS inwfaDGt ODIy. LESSEE SHALL N/rT BE REOIJIRF,D TO OB[A1N A [OMMEACIAL C-ENEtA tAB fI~OIILY OF
INS IRAN . IE LESSEE IS ABLE 70 ParYIpF_ {DES
n~JAT P3nOF tlF nMPf
ARA61 F_fzOYEZAGE By A BONAFIDE 5E F-INS AN[E PKD AM
(h) Carried by Lessor. Lessor shall maintain liability inwrence as described in Paregraph 8.2(a), in addttion to, and not in lieu o(, the
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®1999. American Indus4ial Rart Estate Association REVISED FORM OFG-t~A9E
insurance requred to be maintained by Lessee. Lessee shall not be named as an addltional insured Iherein.
8.3 Property Insurance • Building, ImproverneMs and Rental Value.
(a) Building and knprovemems. Lessor shell obtain and keep in force a policy or policies of insurance in the name of Lessor, wlth bse
• payable to Lessor, any grourd4essor, and to any Lentler insuring bss or damage to the Buildbtg and/or Project. The amount of such insurance shall be equal b the
full replxement cost o/ the Bullding and/or Project, as the same shall exist from time to time, a the amwnt required by any Lender, but b no evert mare than 1M
wmmereklty reasonable and availaWa Nsurable value thereof Lessee Owned Ageratbns art Utility IhatellMions, Trade Futures, and Lessee's personal property
shag be inwred by Lessee under Paragraph 8.4. If the coverage is avaikble and commercially appropriate, such policy or polkdes shall insure against ail dales of
direct physical bas or tlamage (except the pent of good and/or arthquaka unless required by a Lender), including coverage for dahrie removal and tM anfarameM
of any Applicable Requirements requiring the upgrading, demolltion, rawlntntctian or raplaeameM of any portlon of the Premisae as tM rectal of a covered ke:s.
Said policy or policks shall also cwdain an agreed valuation provison in lieu of any ccinsunrae cteuse, waiver of aubrogaton, and inflation guard protection causing
an inuease in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labs Consumer Pace Index far Ag
Urban Consumers for the city nearest to where the Premises era located. If such ktsurarae coverage has a deductibe clause, the deductible amount shag not
exceed E1,000 per occurrence.
(b) Rental Value. Lessor shall also obtain art keep in torte a policy w policies in the name of Lessor wiN loss payabe tc Lessor and any
Lentler, insuring the loss of the lull Rent for one year with an eeended period of indemnity for an addltbnal 180 days ("Rental Value insuranu"). Said insurance
shall contain an agreed valuation provision in lieu of arty winsurance clause, art the amwM of coverage shall be adjusted annualty to reflect the projected Rant
otherwise payable by Lessee, for the next 12 month period.
(c) Adjacent Premises. Lessee shall pay for any increase in the premiums for the property insurance of ttte Building and for the Comrtan
Areas or other buildings in the Project if said increase is caused by Lessee s acts, omissions, use or occupancy of the Premises.
(d) Lessee's bnprovemenls. Since Lessor is the Insuring Parry, Lessor shall not be requlretl b insure Lessee Owned Alterations and lJtility
Installations unless the gem in question has become the property of Lessor under the terms of thk Lease.
6.4 Llssee'f PFOperty~ BII510lSa IOIefrUptlOn Insurence. A MNAFIDE SELF-W$I LG IRA AN wHICN PROYDE CDNPAR nLE LOVE Af-
NAY t1 i6 DIN I OF TN Ili ?r. A F F 1 TB 61ATED IL fNl6 6EGTI06
(a) Property Damage. Lessee shall obtain and malnteln Inwurance coverage an all al Lessee's personal property, Trade Fhdures, and Lessee
Owned Alterations and Utility Instalations. Such insurance shag be felt replacement cost coverage with a deductible of not te exceed E1,000 per ocwmnee. The
proceeds from arty such Insurance shall be used by Lessee for the repkcement of personal property, Trade Fixtures and Lessee Owned Alteretiona and Utility
Installations. Lessee shall provide Lessor wlth written eNdanea that such inwrance is in force.
(b) Business Interruption. Lessee shall obtain and maintain bss of income and extra expense inwrarae in amwnts as will reimburse Lessee
for direct or Indirect loss a! earnings attributable to all perils commonty inwred against by prudent lessees in the business of Lessee or attrlbuteWe to preventbn of
access to the Premises as a result of such perils.
(c) No Representation of Adequate Coverage. Lessor makes no representation that the limits ar forms of coverage of insurance speciflsd
herein are adequate to cover Lessee s property, business operations or obligations under this Lease.
8.5 Insurance Policks. Insurance required herein shall be by companies duly licensed or admitted to transact business in the state where the
Premises are boated, and maintaining during the policy tram a "General Pol'wyholders Rating' of at least B•, V, as set forth in the most wrteM issue of `BesCs
InaYraDtG GUlde'", or SUCK cthel rating ea may be reg0lred by a Llndef. A tIOkAFIDE SELF-IN6LKA Pan 6 b.AY n LS D 11. I i OF TN TYP OF INS AN
rONPANY D eta o II, rNl A .Lessee shall rat do or permit to be done anything which Invalidates the required inwrance pdbles. Lessee shall, prict to the
Start Date, deliver to Lessor certified espies of policies of such insurance or certificates evidencing the edatence and amwms of the required ireurence. Na such
policy shall be eancekde or subject to modifaation except after 30 days poor written notice to Lessor. Lessee shall, el kart 30 days prior b the expiration of such
policies, furnish Lessor with evdence of renewals or "insurance binders" evidencing renewal thereof, or Lessor may order such insurance end charge the cost
• thereol to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of tM
remaining term of this Lease, whichever is less. II edher Party shall fail to procure antl mainhin the insurance required to De canied by it, the other Party may, but
shall not ba required lo, procure and maintain the same.
8.6 Waiver of Subrogation. Without aflecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and
waive their entire right to recover damages against the other, for loss of or damage to its property arising out of w incitlent to the peals required to ha insured against
herein. The eflect of such releases and waivers is not limged by the amount of insurance carcied or required, or by any deductibles applicable hereto. The Parties
agree to have their respective property damage inwrence caniere waive any right to subrogation that such companies may have against Lessor or lessee, as the
case may be, so long as the insurance is not invalidated thereby.
8.7 Indemnity. Except for Lessofs gross negligence or willful miccanducL Lessee shall indemnify, protect, defend and teak! hannlesa the
Premises, Lessor and its agents, Lessors master ar grwnd lessor, partners and Lenders, from and against any and all claims, lots of rents and/or damages, liens,
judgments, penalties, attorneys and cansueaMs' fees, expenses and/or liabilities arising out ol, involving, or N wnnection with, the use and/or occupancy of the
Premises by Lessee. II any xtion or proceeding is brought against Lessor by reason or any of the foregoing matters, Lessee shall upon notice defend the same at
Lessee's expense by wunsei reasonaby satisfactory to Lessor and Leswr shall cooperate with Lessee in such defense. Lessor need not have first paid any ouch
claim in order to be defended or indemnified.
8.8 Exemption of Lessor from Liabilgy. Lessor shall not be liable for injury or damage to the person or goods, vrarss, merchandise or other
property of Lessee, lessees employees, conbactors, Invltees, customers, or any other person n or about the Premises, whether wch damage or injury is caused by
or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, sppllaneaa,
plumbing, HVAC or lighting fiduras, or from any other cause, whether me saitl Injury or tlamage results from condltions erasing upon the Premises or upon other
portions of the Building, or from other swrces or places. Lessor shall not be Ikble for any damages arising from any aq or neglect of any other tenant of Lessor nor
from the failure of Lessor to eniwce the previsions o! any other lease in the Project. Notwnhstending Lessors negligence a breach of this Lease, Lessor shall under
no circumstances he liable for injury to Lessee's business or for any loss of income ar profit therefrom.
9. Damage or Destruction.
9.1 Definitions.
(a) "Premises Pargal Damage" shall mean damage or destruction b the improvements an the Premises, other than Lessee Owned Alterations
and Utility Installations, which can reasonably be repaired in 3 mantles or less from the date of the damage or destruction, and the cost thereof does not exceed a
sum equal to 6 month's Base Rent Lessor shall notify Lessee in wrlting within 30 days from Ma dale of the damage or desVUCticn as to whether or oat the damage
is Panial or Total.
(b) "Premises Total Destruction" shall mean damage or destruction to the improvements on the Premises, chef than Lessee Owned
Alterations and UWity Installations and Trade Factures, which cannel reasonably be repaired in 3 months or less from the date of 8re damage or destruction and/or Ne ~,
cost thereol ezceetls a Sum equal to 6 month's Base Rent Lessor shall ratify Lessee in writing wthin 30 days from the date of the damage or destnution as to
whether or not the damage is Partkl or Total '
(c) "Insured Loss" shall mean damage or Destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility
Instalktbns and Tratle Fonures, whbh was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), irrespective of any deducible
amounts or coverage limns involved.
•
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®1999 -Amerkan Industrial Real Estate Association REVISED FORM OFG-14199E
(d) "Replacement Cost- shall mean Ue oast to repair w rebuikt the Improvements owned by Lasses at Ue flora of Ua oaunenu to tlrelr
condition existing immediately prior thereto, InclWing demolitlan, debris removal and upgrading required by the operation of Appfiubk RequinmeMS, art wklwM
dedudlon for depreciation.
(e) "Hazardous Substance Conditlon" shall mean Ue occwrenu w discovery of a eonditlan involving Ua presence ol, w a wnfaminatlon by,
a Hazardous Subaknce as defined U Paragraph 8.2(a), in, on, w under the Premises wlvch requires repair, remadiafion, w realora8on.
9.2 Partlal Damage -Insured Loss. If a Premises Partial Damage that is an Insured Loss oecun, then Leger shah, at Lassofs ezperwe, repair
such damage (but rid Lesa'a Trade FDdures or Lessee Owned ARerations and UNay Inatalbtbns) as soon as reasonably paaibla and thk Lax stall cmtlnw M
full fora and stied; provided, howeve, Uet Leases shall, at Lessafs sbctlon, make Ua rapak of any damage or detnx:tlon the bcfal cost to repair of which k
55,000 w less, and, in such evert, Lessor shall make any applicable Inwranu proceeds available to Leea on a reasonWk basis for ftrat purpose,
Notwahslending the fwegdrtg, if Ue requked insurance vns rot let fora w the insurenu praceeda arc not suflideM to eHed errclt repair, Ute Inwrirrp Party ahaA
promptly eontrUule the shortage U proceeds as and when requkad to complete said repairs. In the event, however, web ahorbgs was du to tM hd that, by
reason of the uryqu nature of the improvements, lull replacement cost Insurance coverage was not rxxnmarclalry reaorvds and sellable, Lessor shaA Mva no
obligation to pry for the shonage In insurance proceeds w to fully ratoro Ue unique aspects of Ue Pnmiaa unka Lessee praAde Leaw with fhe funds to Dover
same, or adequate aasuranca Uaeof, wittdn 10 days Idknving reuipt of written narks of auto shortapa and rWueat therefor. II Lesaw receiwa aaW funds w
adegwte aswrance Uaeof vathin ad 10 day period, the party reaponsihle !or makng the repairs shall umpkta than as soon a rasanahty poulds and Ule
Lax shall remain in full force and effect R such funds or assurance arc not received, Lessor may nevertheless elect by written notlea to Laseee within 10 days
UereaRe to: (i) make such restoration and repair as is wmmercialry reaxnahle wiU Leswr paying any shonage in proueda, in whk:h ua Ws Vasa shall remain
4t lull force and eHed, w (II) have Ws Lassa tannUak 30 days UereaRer. Lessee shall not bs eMltled to rebnburaemeM of NY lands unbibuled by Lessee to
repair any such damage w destructlon, promlees partial Damage du to Rood w aNpuaka shall ba subject to Paragraph 9.3, rrdvAthstand'mg Uat Rtare may be
some insurance coverage, but the nN proceeds of any such insurance ahaN be made available for the repelre B made by either Party.
9.3 Parttal Damage - Uninwred Loss. II a Premke Partlal Dartage that le rest an Inwred Lose xwas, wleaa awed by a napligeM or wilful
ad of Lessee (In which avert Leese ehaN make tta repairs at Lessee's expense), Lessor may either: (I) repair such damage as soon as rasonaMy possibb K
Lessofa expense, U which event tltis Lassa shag cerrdnue in full fora and eHad, w ~ tanninata ttlle Leese by phrirp written noDce m laesee wRhst 30 days agar
receipt by Lessor d krawledge of Ua occurtenu of auoh damage. Such tarmktalbn shall W eHedive 80 days fo4awing the dale of web notice, In the evert lrssor
elects to terminate this Lease, Lexaa shall have the right within 10 days aRe receipt of the termination noise to give wratan notiu to Lessor of Lessee's
wmmitmeM to pay for Ue repair d such damage without reimDUrsemeM from Lessor. Lessee shall provde Lasaor watt said funds w atlsfadory assurance IMreof
within 30 days aRer making such eommkmeM. In such even) this lax shall cananus In lap Iwce and eHed, and Lessor shall proceed to make such npaks as
soon as reasonably possible afle Ue required funds are available. If Lessee does not make Ue required wmmRmeM, Uis Leax shall terminate as of the date
specified In the termination voice.
9.4 Total Destruction. Nohvkhstanding any other provkion hereof, if a Premises Total Destruction occur, Ule Lax shall temdnate 80 days
following such Oetruetlon. If the damage or deWction was ceased by the grow negligence w willful miseondud of Lessee, Lessor shall have the right to racowr
Lesofs damages from Lessee, except a provided in Paragreph 8.8.
S.5 Damage Nw End of Tantl. If al any time during Ue last 6 months of UK Lease Uere is damage for which tM cost to repair exceeds one
month's Base Rent, whether or rid an Insured Loss, Lessor may terminate Uls Lax effective 80 days felkxaing Ue data of oeeurtenee of such damage by gNkg a
written termination voice to Lessee wlUin 30 days alter Ua date of occurrence of such damage. Nalwithatandirtg the fwegaklg, if Lessee al that tlme Ms an
exercisable option to sdend this Lease w to purchase the Premises, then Leaeee may prexrve Ule Laax by, (a) ezeoisktg each option and (b) preNding Leaser
with any shortage in insurence proceeds (w adequate asauranca Hereof) needed to make the repairs on w before the Daffier of W the risk whkh le 10 days aRer
lessee's receipt of Lesofs wrkten notk:a purporttrq to terminate thif Lease, w (ii) the day prior to the dale upon which each option ezpke. If Lase duly axsrclsa
• such opton during such perod and provides Lessor with funds (or adegwte assurance Uercof) to cover any shortage in Insurerxx proceeds, Lessor shall, at
Lessofs commercially reasonable manse, rcpak such damage as soon as reasonably poeide and Uls Lease shall continue In fuA faro end stied. If Lava lefts
to ezercix such option and provide watt funds w assurance during sucn period, then Uis Lease shall terminate an the date apedfied In the teminstbn notce and
Lessee's option shall he e#ingUshed.
9.6 Abatement of Rent; Lessee's Remedies.
(a) Abatement. In the event of Premixs Partial Damage or Premises Total Destruction or a Hazardous SuDSlence CondRion for which Lessee
is not responsible under Uis Lease, Ue Rant payable by Lessee for the period required for the repair, remetliation or regoretlon of such damage shall be abated In
proportion to Ue degree to which Lessee's we of the Premises is impaired, but rid to exceed the proceeds receive! frwn the Rental Value Insurance. All dher
obligaDons of Lessee hereunder shall be penormed by Lesxe, and Lessor shall nave no Ilabiliry for any such damage, detruetion, remedlalbn, repair w restoration
except as provided herein.
(D) RemW ies. If Lessor shall be obligated m repair or restore the Premises antl doss not commence, in a wbstantlel and meaningfd wry,
such repair or restoration within 90 days aRer such o61iga8on shall accrue, Lssxs may, at arty time prior to the cemmanumenl of each rapak w rnstoretlen, give
written rwtlce to Lessor and to any Lenders of whkzr Lessee has attest notce, of Lessee's election to terminate this lax on a date not less than 80 days fa6owinp
the giving of such noise. If Lessee gives such notce and such repair or restoration le rid commenced wtthin 30 days UeraRer, Ule Leaa shall terminate as of the
date spedfied in said rwtiu. 11 the rapak w restoretlon is commenced wRhln auoh 30 days, this Lax shall untinw in full face and affect. 'Cornmenee' sMli
man eimer the unconditlocel authorizatlon of eta pepararion of tM required plane, w Ue beginring d the sorest work on Ue Prembes, vAriohswr flrat occurs.
9.7 Termination; Advance Payments. Upon termination of Uis Lease purwant to Paregraph 8.2(~ w Paragraph 9, an aquikWe adjustment
shall be made concerning advanu Base Rent and any other advance payments made b/ Lessee to Lasses. Lessor shall, in addhbn, return to Lessee so much of
Lessee's Security Deposit as has rid been, w la riot Uen required to be, used by Lessor.
9.8 Waive Statutes. Lessor and Lessee agree that tlw tarns of Ub Lax shall govern the effect of any damage to w deWdlon of Ue Premises
with respect to the lerminallon of this Lease'and hereby waive the povisbns of any present w future statute to the edeM inconsistent herewith.
f 0. Real Property Taxes.
10.t DaBnitions. As used herein, the term "Rol Property Taxes" shall include any torn or assessment; rat ante, general, speclel, ordinary w
extraordinary, or rental levy or tax (other than inhemance, personal income or estate razes); improvement bond; and/or license fa imposed upon w bored agairnt any
legal or equitabb interest of Lessor in the Project, Lasaofs right to otlar income Uerefram, and/or Lessofa business of basing, by' any authority ImNng the direct w
indirect power to tax and whore the funds are generebd with reference to the Project address and where Ue proceeds so generated ue to be apptled by Ue city,
county w wher local fazing aUnority of a junsdidbn within which Ue Project is lasted. 'Real Property Taxes' shall also include any tax, fa, bvy, assessment w
charge, w arty increase Marvin, imposed by raaeon of events occuning during the term of this Lease, including but not IlmRed to, a change in Ue ownership of Ue
Project w arty ponian Ihereot w a change In Ue Improvements thereon.
10.2 Payment of Taxes. Except as dherwise provided in Paragraph 10.3, Leew shall pay Ue Real Property Taxes applicebb to Ue Projed, and
said payments shall be included in Ua calculafion of Operating Expenses In accordance with the provisions of Paragraph 4.2
10.3 Additional Improvements. Operating Expenses shall not include Real Properly Taxes speclRed in tM tax assessofs records and wont
sheets as heirg caused by add'dbnai improvements placed upon Ihe. Projed by other lesxea w by Lessor for the exclusive enjoyment of web oUer lease.
Nolwitnstanding Paragraph 10.2 hereof, Lessee shell, however, pay to Lessor at Ue time Operatlng Expense are payabe under Paragraph 4.2, the entirely of arty
increase In Real Property Taxes if asxssed solely by reason of Aflerationa, Trade FizWres or Utility Installations place! upon Ue Promises by Lessee or at Leaxe's
• request.
r
Initials Irktials
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O199s .American Indusbial Real Estate Association REVISED FORM OFO.1J199E
10.4 Joint Assessment. If Ue Bu9ding is not sepantety assessed, Raal Property Taxes allocated W the Building shah 6e an equNable proportbn of
the Ref Property Taxes for all of the land ant improvements included wNhin the tax parcel assessed, such proportion to be ddemnined by Lessor from the repeUM
.valuations assigned in the assessors work sheets or such other information as may ba reasonaby avsflede. Lesors reasonable ddemtinatlon thereof, in good
faith, shall be conclusive.
10.5 Personal Property Taxes. Lessee shall pay iris to detirpuency au taxes assessed egaind and lavkd upon Lessee Owned ANentions and
UDlity Irlstallatbna, Trade FiMUre, furnishings, equipment antl all personal property of Lesue ewtained le the Premiea. When poeible, Lsasu shall eauu Na
Lessee Owned ANenfbru and UtUily Installatlons, Tnda Fidure, furnishings, equipment and all other personal properly to fb assessed and 6NIsd epantey from
the real properly of Lessor. If any d Lessee's said properly shall De assessed wkh Leasora real properly, Lees sheN pay Lessor tla taxes athibuhDle to Lessee's
propertyvdthin 10 days after receipt of a wMtan ahtement setling forth the taxes appNeable to Lessee's property.
11. Ulilige and Sarvius.
11.1 Services Provided by Lessor. lessor shall provde heeling, ventilation, aIr wrdNioning, reasonable amounts of electricity for normal IigMing
and office machines, Water for reasonable aril narma! ddMdrg and levatory use le connectbn with an cilia, and rapletemeM IIgM bulbs antgor guorecerd tubes
and ballasts for dantlard overhetl fodures. Lessor shall also provide JanNaid services to Itte Premises antl Common Areas 5 tkrre per week, exWudklg Buildfig
Holidays, or pursuant to me attached jankodal schedule, if any. Lessor shall rail, however, be required to prrnrids jandorlel services to Mlcherw or storage areas
included wkhin the Premises.
11.2 Services Exclusive to Lessee Lessee shall pay for all water, gas, heat, IigM, power, telephone and other utlNtie and uMCes specieAy or
exclusively supplied and/or metered exGUSMey fo the Premises a to Lessee, togdher vvkh any taxes thereon. If a urviee Is fielded by Pangnph t.13 and such
urvice Ia net sepantety metered to the Premise, Lessee shall pay at Lessor's option, e'dher Lessees Share or s reasonable proportion to be determined M Lessor
of aU charges tar sucnjoiMly metered servke.
11.3 Hours of Service. Said aervicea and utilities shall he provided tludng gores set forth in Pangreph i.i2. UDligae and services requked at dhsr
gores shall be subject b advance rsqued and reimbunemeM bf Lessee to Lessor of the wet thareol.
11.4 Excsu Usage by Lessee. Lessee shall not make wmecgon to the utNNie except DY or through exlsgrlp wtlats and shall not install or use
machinery or equipment in or atxxA the Premius ihd uses excess cater, lighting or power, or suRer or pennN any ad tllat causes extra burden upon the ugWea or
seMce, incWdmg but net lirrdtetl to security and trash services, over s[aMard office usage for tl1s Project. Leeof shall regain Leases to roimburse Lessor for any
excess expenses or costs that may aria out of a brech of this subparagraph by Lessee. Lessor may, In Ns eels dbcretlon, Install d Lessee
s expense supplemmtat
equipment and/or separate metering applicade to Lessee's excess usage or kreding.
11.5 Interruptions. There shell ba no abatement of rent and Lessor shah rail tk gable in any /spec! whatsoever far the Inadequacy, doppage,
interruption or discontlnranca of any utility or ervice due to not, sinks, labor dispcte, breakdown, aeeident repair or other auu beyond Lessors resonable wnirol
or in cooperation with govemmenhl request or directrons.
12. Assignment and SubleNing.
12.1 Lessor's Conant Required. '~
(a) Lessee shall not volwtarily or 6y operdion of Ww assign, Vardar, nartgage or encumber (cdkctivety, "assign or assigmtenP) or sublet
all or any part of Lessee's intared in this Luau or M the Premises without Lessors prbr written consent.
(h} Unleaa Leases Is a corporation and its stack is putxiety traded on a nsgonal stock exchange, a change in the control of Lessee shall
constNUte an assignment requiring coreent The transfer, w a cumulative basis, of ZS% or more of the votlng wntrd d Lessu shill corlatitute a change in control
for this purpose,
(c) The involvement of Lesue or tts assets in any transaction, or cries of Iranucgons (byway of merger, sate, aequisigon, fmarrdng, tnrela,
kveragetl buyout or dherwise), whether or not a formal assignment a hypothecation of this Leu or Lasse's assets occurs, which /seas or will resua in a
reduction of the Nd Worth of Lessee by an amount greater than 25% of such Nd Wodh as N ryas repremted d the rims of the rarecutbn of W s Lease or at Ne
time of the most recent assignment to which Lessor has eonseMad, w e N exists immediately prior to aid transaction a tnnuctbns wnstltNing such reducgon,
whichever was or is greater, shah be considered an assignment o/this Lease to which Lessor may withhold Ns wnsaM. 'Nil Worth of Lessee" shall mean the nil
worth of Lessee (excluding any guannton) esladishad under gener4lty awepted aeceungng pdrx;iplee,
(tl) An assignment or suHettlng without consent shall, at Lessor's option, be a Default cunMa alter ndice per Paragraph 13.1(c), a a
noncunbte Breach wthout the necessity of any nogce and gees period. If Lessor elects to Veat such unapproved assignment or subetting u a noncunhb Breach,
Lessor may etlher: (Q terminate Ibis Lease, or (u) upon 30 days writlen ndice, increase the monlhty Base ReM to 110% of the Base Rsnt tMn m ekact. FurNer, in
the event o! such Breach and rental adjustment (i) the purchase price of any op9bn to purchase the Premises held by Lessee shall 6e subject to similar adjushnenl
to 110% of the prase previously In effect, and (Ip all fixetl aril non-fxed rental ad~udments scheduled during the remainder of the Lease term shall be fnereeed to
110% of the scheduled atljualed rent.
(e) Lessee s remedy for any breach of Paragraph 12.1 by Lessor shall De Iimked to compenutory damages and/or mjuncgve /diet.
12.2 Terms and Condkions Appllcabla to Assigrsrlerlt and SublelUng.
(a) Regardke of LasaoYS wnsenl, no assignment or subletting shag: (p De sflactive wNtroul the express wrNten asaumptbn try such assignee
or sublessee of the obligations of Lessee under this Lease, (ii) rekaae Lesue of any obligations hereunder, or (iii) aher the primary liability of Lessee for the payment
of Rent w for the performance of arty other oNigatbns to 6e performed by Leese.
(b) Lnsaor may accept Rent or perfomrence of Lassie's obligatlona Irom any person dher than Lessee pending approver or disapproval of an
assignment Neither a delay In the approval or disapproval of such assgnment nor the awepnnce of Rent or performance shaA wmtNUle a waiver or estoppel of
Lessors right to exerciu Nor remedies for Lessee s DdauN or Breach.
(c) Leers consent to any auignmeM or sublelgnp shall not conatitule a smart to arty subsequent assignment or subeling.
(d) in the evert of any DelauN or Breach Dy Lessee, Lessor may proceed dinctty against Lessee, any Guerantore or anyone else reponsNae for
the peAormanca of Lessee's obligations under this Leu, including any assignee or sublessu, without lust sxhauding Lessors remed(e against any other persm
or entity responsible Ihere(ore to Lessor, or any security held by Lessor.
(e) Each request for consent to an assignment a subletgng shah be in wngng, accompanied bS' infortnagon relevant to Leaaors ddermination
as to the financial and operational reponalbility and appropriateness of the proposed assipne or sublessee, including 6ul nil limkad to the Intended use and/or
requked modification of the Premises, k any. Lessee agree to provide Lessor with such other or additional infomletion and/or documentatbn as maybe reasonably
requested. (See also Pangnph 36)
(f) Any assignee of, or sublessee under, this Lease shall, b1' reason of accepling such assignment or entering into such suUleau, be deemed
to have assumed and agreed to conform and wmply with each and every term, covenant, corxitlon aril oNigagon herein to bs observed or peAwmed by Lessee
eluting the term of said assignment or subleass, other than such obigations as are wntnry to or (nwnsident vtttr proNsions of an assignmaM or sublease to whkh
Lessor has specifically wnsented to in wdgng.
(g) Lessors wnsent to any assignment or subletting shall not lnnsler to the esigne or sublessee arty Opibn granted to the original Lessee by
this Lease unless such transfer le apeci(xally conunted to try lessor in writlng. (Sec Pangnph 39.2)
12.3 AddigorWl Terms and Condkions Appllcabla to Sublaking. The foAOwing terms and catdgbns Shall apply to any suWetgrlg by Lessee of
all or any part of the Premius and shall be deemed incuded in all sublease under this Lease whether or wt expresdy inwrporded ttxfreln:
(a) Lessu hereby assigns and transfers to Lessor all of Lessee's Interest in aN ReM payable w arty sublease, and Lessor may wlket such
Rlnt and apply same toward Lessee's ohllgatlons under This Lease; provided, however, that until s Breach shah corer in the performance of Lessee s obligations,
Initials initials
Pape 9 0115
®1999-American lntlustrial Real Estate ASSOCIatlon REVISED FORM OFG•1.9K9E
Lessee may collect said Rent. Lessor shall rxtt, by reason of me 1«egoing or any assgnment of such sublease, car by reason of the ebllection of Rmt, be deemed
liabh to the sublessee for any tail«e of lessee to perform and compty with arty of Leuee's abligatlons to such sublessee. Leases hereby irravowbty autlwdzes and
directs arty such sublessee, upon receipt of a written ndice from Lessor shtlng that a Breach exists m the peRomtance of Lessee's obigations under this Lease, te
• pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rety upon any such notice from Lessor and shall pay ag Rents to Lessor without
any obligation «right to inquire as to whether such Breach exists, mlwtthshrding any claim Irom Lessee to the contrary.
(b) In the event of a Breach by Lessee, Lessor may, al its option, require wbleasae to 8ttorn to Lessor, In which event Lessor shall undeRake
the obligations of Ne sublessor under such sublease from the time of the exercise of saitl option to the expirction of such sublease; provided, however, Less« shall
not be liable for any prepsW rants ar security deposR pad by such sublessee to such sublessor «f« any prior Dehutts or Breaches of such wblessar.
(e) Any matter requiring the consent of the sublessor under a sublease shall also raquke the consent of Lessor.
(d) No sublessee shall fuller assign «sublet all or any part of the Prembes without Lessor's prior written wnseM.
(e) Lessor shalt deliver a copy of any mtke of Dehutt or Breach by Lessee to the sublessee, who shall have the right to cure the Dehuk of
Lessee within the grace period, it any, specified in such notice. The auDlessee shall have a right of reimbursement and ofhet from and against Lessee for any such
Defaults cured by the sublessee.
13. Default; Brexh; Remedies.
13.1 Delautt; Breach. A "Default" is defined as a failure b1' the Lessee to momply wiN or perform any of the terms, covenants, conditions or Rules
and Regulations under this Lease. A "Breach" is defined as the occurrence o! one « more of the following DehJb, and the !allure al Lesxa b cure such Default
vrithin any applicable grace period:
(a) Tha aberdonmentof the Premises; or the vxating of the Premises without providing a commerciatly reasonable level of secudty, ar where
the moverege of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimlzs
potential vandalism.
(b) The failure o/ lessee to make any payment of ReM or any Security Depostt rotpared to be made by Lessee hereunder, whether te Lase« «
to a third party, when due, to provide reasonable evidence of Insurance «surety bond, « to fuKll arty obligaton under ihla Lease which endangers «mreahns life «
property, where such failure centinuss for a pedod o} 3 business days fbllowing written notice to Lessee.
' (c) Tha hlNra by Lessee to provide (i) reasartabb written evidence of compliance wtth Appgwble Requirements, (II) tM servke conbacts, (Iii)
the rescission of an unauthorized assignment or subletting, (Iv) an Estoppel Certlficate, (v) a requested subordinatkm, (vi) evklerxe concerning arty guaranty aMl«
Guarantor, (vii) any document requested under Parepraph 41 (easements), or (viii) any other docurnenlation « infortna6on which Lessor may reasonably require of
Lessee under the terms of sus Lease, where arty such hilure contlnuea for a period of 10 days fo9awing wdtten notce to Lessee.
(d) A DefauR by Lessee as to the terms, covenants, mondttbns ar provisions of this Lease, «of the rules adapted under Paagaph 2.9 hereof,
other than those described in subparagraphs 13.1(a), (b) or (e), above, where wch Dafavtt contlnuea for a period of 30 days after written notice; provided, however,
that if the nature of Lessees Dehutt is such that more than 30 days are reasonably required for its cure, then tt shall not be deemed to be a Breach 9 lessee
commences such cure wkNn said 30 day period and thereaRer Olligentty prosecutes such cure to completion.
(e) The occurrence of any of the /ottawing events: (i) the making of arty general artangement or assignment t« the beneftt of cradttore; (I~
becoming a "debtoY' as defined in 11 U.S.C. § 101 or any successor statute thereto (unless, In the case of a petition filed against Lessee, the same is disMssed
wtthin 60 days); (iii) the appointment of a trustee or receiver to hka possession of subshntlalty atl of Lessee s assets boated at the Premises «ol Lessee's Interest
In this Lease, where poaseaabn is not restored b Lessee within 30 days: or (v) the attachment, execugon or other iudkial seizure of subshntialy a0 0l lessee's
assets located at the Premises or of Lessee's interest in Nis Lease, where such seizure is not discharged within 30 days; provided, hovrever, in the event that any
provision o}this subparagraph (e) is contrary to any applkabe law, such provision shall be of no force or eRect, and rot affect the valklily of the remaining provisbne.
The discovery Nat any financial statement of Lessee «ot any Guarantor given to Less« was materially false.
(g) If the peri«mance of Lessee s obligations under this Lease is guarenteed: (i) the death of a Guarent«, Qi) the termination of a Guarcntofs
• liability with respect to this Lease other than in accordance wtth the terms o/ such guaranty, flit) a Guarentots becoming insolvent « the subject of a bankruptcy
filing, (iv) a Guarentora refusal to horror the guaranty, or (v) a Guarentofs breach of its guaranty obigaton on an anticipatory basis, and Lessee s hilure, wttNn 60
days Idlovdng written notice of any such event, to provide written alternative assurence « security, which, when coupled with the then adstirg raswroes of Lessee,
equals or exceeds the comtuned financial resources of Lessee and me Guarantors that existed at the time al execution of ihW Lease.
13.2 Remedies. If Lessce tails to perform any of tts aKrmative duties or obligations, wtthin 10 days aRer written natke in case of an emergency.
without notice), Lessor may, at its optlan, perform such duty or obligaton on Lessee s behalf, including but cwt Ilmited to the oblaiMng of raaconabty required bonds.
insurance pdicies, or govemmenlal licenses, permib or approvals. The costs and expanses of any wch peAortnance by Lessor shall be tlue acct payable by Lssaee
upon receipt of invoke therel«. If any check given to Lessor by Lessee shall not be ban«ed by the bank upon whkh R le drawn, Less«, at its option, may requke all
future payments to be made by Lessee to be by cashier's chock. In the event of a Breach, Lessor may, with or wahoul further notice or demand, and wihout 9miang
Lessor in the exercise of any right or remetly which Lessor may have by reason of such Breach:
(a) Terminate Laasee'a right to possession of the Premises by any lawful means, In which ores this Lease shall terminate and Lessee shall
immedwtely surrender possession to Less. In such event Lessor shall be enlttled to recover from Lessee: (i) the unpaid Rent wfdch bed Deen earned at the time of
termination; (iij the worth at me time of award of the amount by which the unpaid rent which would have best earned aRer terminator until the time of award exceeds
the amount of such rental bas that the Lessee proves coub have been reasonably avoided; (iii) the worth at Ne tlme of ward of the amount W whleh Ne unpaid rent
f« the belanes of the term after the time o! award exceeds the amount of such rental bas that the Lessee provsa mould be reasonahty avoided; acct (iv) arty other
amount necessary to compensate Less« for all the detriment prodmatety roused by the Lessee's failure to perform tts obligati«ts under this Lease «which in the
ordinary course of Nbgs woub be likely to result therefrom, Including but not Ilmtted to the oust of recovering poaseaabn of the Premises, expanses of raletting,
including necessary renovation and alteration o} the Premises, reasonable attorneys' fees, and that pomon of any leasing commissbn paid by Lessor in monnxtlon
with Uris Lease applicable to the unexpired tens of this lease. The woRh at the time al award of the amount referred to in provision (iii) of the'vnmediatelypceceding
sentence shall be computed by discounting such amount at the dismount rate of the Federal Reserve Bank of the District wtthin which the Premises are boated at the
time of award plus one percent. Efforts by Less« to mlGgale damages caused by Lessee s Brexh of this Lease shall not waive Leseofs right to recover damages
under Paragraph 12. II termination of Ws Lease is obtained Through the provisbnal remedy of unlawful detainer, Lessor shall have the rght to recover in such
proceeding any unpaid Rent and damages as era recoverable therein, or Lessor may reserve the right to recover all «any part thereof in a separate sutt. If a rrotice
andgrece period required uMer Paragraph 13.1 was not previously given, a notice to pay rent « quit, or to peA«m or qua given to Lasses under me unlawful
detainer statute shell also constitute the notice requiretl by Paragraph 13.1. In such rose, the applkabe grace perod required by Paragraph 13.1 and the unlawful
detainer statute shall run conwrrently, and Ne failure of Lessee to more the Default wtlhin the greater of the two such grace periods shall constiute both an unlawful
detainer and a Breach of this Lease entttling Less to the remedies provided for in this Lease and/or by said statute.
(b) Continue the Lease and Lessee's right to possession and recover the ReM as it becomes due, in whiclt event Lessee may sublet or assign,
subjeq only to reasonable limitafprls. Acts of maintenance, efforts to relet, and/or the appointment o(a receiver to protect the Lessor's Interests, shall not constttute
a termination o(lhe Lessee's fight to possession.
(c) Pursue any other remedy now or hereafter available order the Taws or judicWl decisions of the state wherein the Premises are located. The
expiralkn or terminagon of this Lease and/or the termination of Lessee's right to possession shall not relieve Lessee from liability under arty indemniTj provisions of
this Lease as to matlere occurring or accruing during the term hereof «by reason of Lessee's occupancy of me Premises.
13.3 Inducement Recapture. Any agreement for Tree or abated rent or oNer charges, «for the giving or paying by Lessor to « far Lessee of any
• cagh or other bonus, inducement or consideration for Lessee's entering into this Lease, all of which concessions are hereinafter referred to as "Inducement
Inttials Initials
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m 1998 -American Industrial Real Estate Association REVISED FORM OFG-19199E
.
provisions", shall be deemed conditioned upon Lessseb full and kiMlul performance of all of the terms, wvenar/a and wndigans of thk Lase. Upon Brcaeh ~
Mrt Lease by Lessee, any such Inducement Provision shag automatically be deemed deleted from this Lassa and of no father force or affect, and any reM, otlrar
urge, bonus, inducement or consideration iheratofore abated, given err paid by Lessor under such an IrducemeM Provision shag be bnmedlatey due and payable
Lessee to Lessor, wtwithetanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of reM or the cure of the Broach which inttiatad Ms
operation of this paregroph shall wt be deemed a waiver by Lessor of the provisions of this paragraph unless speciflealty so stated N wdt(ng by Lessor at the time of
such acceptance.
13.4 Late Charges, lessee hereby aeknowiedges that late payment by Lessee of Rent will puss Lessor to incur costs not wntemplaled try Mk
Lease, the exact amount of whkh will be extremety difficult to asprtain. Such costa include, but ors rail tfmited to, fxncesshtg and aowwrtlrrp charges, aril kN
charges which may be imposed upon Lessor by any Lehtler. Acwrdingty, If any Rent shall rat be received by Leaver vAtNn 5 days aRer web amount shall be dw,
then, widaut any requirement fu natip to Lessee, Lessee shallpay kLessor a ene-tkne kte clwge egwl W f 0% of each auoh overdue amount or;100, whichever
Is greaer. The parties hereby ogres that such kte charge represents a fair and reasonable estimate of the vests Lessor will Incur by rason of such kte payment.
Acceptance of such IMe charge by Lessor shall in no event wnetttuk a waiver of Lessee's Dehult or Broach want respect to such overdue amount, nor prevent Me
exercise of arty of the other rights and remedies granted hereunder. In the event that a Wte charge is payabe hereunder, whether a rot ed0ected, for 3 wnexutae
installments of Base Rent, then whvlthstanding any provision of this Lease to the wMrcry, Base Rant shall, at Lessors ofa(on, bewma due and payable quarterly in
advance.
13.5 Interest. Any monetary payment due Lessor hereunder, dher than kte charges, not roeeived by Caesar, when due as to scheduled payments
forth as Base Rent) or within 30 days (o0ovring the dale on which g was due for nomchetlrded payment, shall bear Interest Irom tM data when due, ss k scheduled
payments, or the 31st day after a was due as to nonscheduled payments. The interest ("Interest") charged shall be wmputad at the rate of 10% per annum but shah
rail exceed the madmum rate allowed by law. IMerost Is payable in addaion to the pdential late charge provided for In Paragraph 13.4.
13.6 Breach by Lessor.
(a) Notke of Brcaeh. Lessor shall rail be deemed In breach of this Lease unless Lessor fa41s vrithin a reasomble Ume to perform an ohllpatbn
required to be performed by Lessor. For purposes o/ thk Parognph, s naaonable time shall M ro avant be loss than 30 days aRer receipt by lessor, and any
Lender whose name and addrssc shall have been famished Lessee in mating for such purpose, of written ndite apeeityirrg vAterain such obtlgatbn of Lessor has not
boon pertormed; provided, however, that if Ms nalun of Lessors abggation Is such that mote than 30 days are roasombty required Pot Its performance, than Lssaoi
shall rail be In breach if par(ormanca le wmmanced wtthin such 30 day petkd and tMreaRer dg(genfty punuad to wmpktlort.
(h) parlortnanee by Lassa on Behall of Lessor. In the event that mtther Lessor mar Larder Dares said Meech within 30 days aRer receipt
of said wtice, or if having wmmenced said cure Msy be net tllNgently pursue it to wmpletbn, then Lessee may elect to can ssW brpch at Lassee'e ef~erree and
offset from ReM the actual and reasonable wet to perform such Dore, provided however, that such oflsel shall rat exceed an amount equal a the greater of one
month's Base Rent or the Security Deposg, reserving Lessce's right to seek reimbursement from Lessor. Lessee shag document the wet of said cure and sappy
said documentation to Lessor.
14. Contlemnation. II the Premises or any portion thereof are taken antler Me power of eminent tlamain or veld under the threat of the execse of said
power (wllectively "Condemnation"), This Lease shag termipte as to Me part taken as of the dale the wrdemNng ardhorey takes tgk w possession, whkdfever Orel
ocwrs. If more Uan 10% of the reMaMe Roof arse of the Premises, or more than 25% of Lessee's Reserved Paridng Spaces, II any, are taken b)' Cwdemnalbn,
Lessee may, at lessee's optbn, W G azercised in mHtrrg within }0 days after Lessor shall have given Lessee written notice of such taking (or in the absence ct such
ndice, wthin 10 days after the wndemMrg auttanry shall haw taken possession) terminate Mk Lease ss of the date the condemning authority takes such
possession. If Lessee does rat terminate this Lease In accordance wlth the foregoing, Mta Lease shall remain in full fore and effect as to the portion of Me
Premises remaining, except that the Bsse Rant shall be reduced In proportion to the reduction in uglily of the Premises posed by such Condemmtlm.
Condemnation awards endive payments ahatl be the property or Lessor, whether such award shall be made as compensation for tllminution In Value of the leasahcld,
• the value of Me part taken, or (or sevaronce damages; provided, however, that Lessee shag be entitled a any wmpensatlm for Lessee's ploption expenses, bss of
business goodwill and/or Trade Factures, wigrwt regard to whether or nil this Lease is terminated pursuant to the provisions of this Paragroph. All glterctions and
U6gly Instalktions made to the Premieea by Lasses, for purposes of Condemnation only, shall be considered the properly of the Lessee and Lessee shell be entitled
to any and all compensation which Is payable therefor. In the evert that this Lease is red lertninated by reason o(the Cwdemnation, Lessor shall repak any damage
to the Premises puled by such Condemnation.
15. Brokerage Fees.
15.1 Additional Commission. In additbn to the payments owed pursuant to Pangreph 1.10 abeva, and unless Lessor and the Brokers otMrwke
agree k wviting, Lessor agrees that: (a) If Lassa exercises any Option, (b) if Lessee acquires from Lessor any dgtds to the Premises or other pranises owned hY
Lessor and located within Me Project, (c) if Lessee remains In possession of Me Premises, whh the moment of Lessor, after the expintlon a( this Lease, err (d) H
Base Rent is increased, vrheMer try agreement or operation of an escalffilon dauae herein, then, Lessor shall pay Broken a Tee In ecwrdance wah the schedule of
the Brokers in elfect at the time of the exewibn of th(s Lease.
15.2 Assumption of Obligations. Any buyer or tnnsleree of Lessors interest in this Lease shall be deemed to have assumed Lessors obligation
hereurder. Brokers shah be third pally beneRciarks M the provisions o! Paragraphs 1.10, 15, 71 and 31. If Lessor (ails to pay to Brakera any amounts due as and
far brokerage }eel pertaining to this Lease when due, then such amounts shall awrw Interest. In atldltbn, it Lessor teats to pay any amwMs to Lessee
s Broker
when due, Lessee's Broker may send wdlten rogce to Lessor and Lessee of such failure and If Caesar fails to pay suctr amounts within t0 days after said notice,
Lessee shag pay said rtanies to tts Broker and oRad oath amounts agalmt Rent. In addRfon, Lessee's Broker shag be tleemcd to be a third ferry DemRclery of any
wmmission agreement entered Into by and/or between Lessor and Lessors Broker for the limited purpose of cdlecting any brokerage lee owed.
15.3 RepnsentaHona and trdenanities of Broker Relationships. Lessee and Lessor each repressM antl warreM to the oMer that It has had no
dealings With any parson, Nm, broker a finder (other than Me Brokers, any) in connection wdh this Lease, antl that no om other than said mined Brokers is
entitled to any wmmission or finders fee in wnnedion herewith. Lessee antl Lessor do each hereby agree to indemnify, protect, defend and hdd the other harmless
tram and against liability for compansaton or charges which may be claimed by any such unnamed Maker, finder or other stmikr party by reason of any dealings or
actions of the Indemnifying Party, including any wets, expenses, attorneys' fees reasonably incurred wfth respell thereto.
16. Estoppel Certlfieates.
(a) Each Party (as "Responding pally") shall within f 0 days after written ndice from tM other Party (the "Requesting Party") execute,
aclmowledge and deliver to the Requesgng Party a statement in mating in form similar to the then most cuneM "Estoppel CeRiflp[e" farm pudished by the
American Industrial Real Ectate Association, plus such additional information, wnflrmation and/or statements as may be reasonably requested by the Requesting
Party.
(b) If the Responding PaAy shall fail to execute or tlefivar the Estoppel Certitkate wlf7tin such f 0 day period, the Requestnp Party may execute
an Estoppel Certifiple slating that: (i) the Lease is in full force and affect wkhout modification except as may be repreaenled try the Requestirg Party, W Mors are
w uncured defaults in the Requeslirrg Party's performance, and (iG) if Lessor is the Requesting Party, red man than om month's reM has been pad N adcanea.
Prospective purchasers and aneumtkarxera may rety upon Me Requesting Parlys EstoppN Cerlifipte, and the Responding Party shall be estopped from denying
the truth of the facts wMained in saq CsNflple.
(c) It Lessor desires to finance, refimnce, or sell the Premises, or any part thereat, Lessee and erg Guarontors shall deliver to anY potential
terser or purchaser designated a/ Lessor such financial statements as may be reasoredy required bf such lender or purchaser, Inclutling but rot limtted to Lessee's
financial statements for the past 3 years. All such financial statements shalt be received by Lessor and such lender a purchaser fn confdence and shall be used
• Drily for the purposes herein set lorth.
IMtials Initials
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Ameripn Industrial Real Eztate AssxWion REVISED FORM OFG•filgBE
17 Definition of Lessor. The tens "Lessor as used herein shall mean the ovner or owners at the ttme in questlon of the /m tGle to the Premises, or, g Ws
is a sublease, of the Lessor's interest in the prior lease. In the evert of a tansfer o! Lessors tide or (Merest In the Premlam or this Lmm, Lmsor shad deliver tc Ne
tranateree or assignee (in cash w try credo) any unused Security Oeposll held by Lessor. Except as proNtled to Paragaph 75, upon such transfer w amlgmraM
and delivery of the Secutiy Deposit, as afaremiq the prbr Lessor shall be relieved of all dabiliF/ wRh reaped to the obligations end/w eovarwMS ur#er }his Leam
(hereafter to be peRwmetl by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be blndkp only
upon the Lessor ere heratnabove defined.
18. SeverabilRy. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shad in no way affect the vaddity of any
dher provision hereof.
ig. Days. UNess otherwise speciRalty indkated to Me crontary, the word "days as used in this Lsam shall morn and refer to eabndar days.
20. Limltatton on Liability TM obligations of Lasaor under this Lease shall na consttute personal obligations of Lessor w its partces, members, dketxors,
o~cers or shareholders, and Lmsee shad look to the Project, and to no dher assets of Lessor, for the mlishction o/any liabidty of Lessor v+idt reaped to Nis Leese,
and shall not seek recourse against Lessors partners, membes, tliradws, officers or sharahoders, w arty of Nek persalai assets for such saticfadbn.
21. Time of Essenea. Time is of the mmnce w9h respect to Ne perlornanee of all obligations to be performed w observed by Na Partes undw this Wss.
22. No Prior or Olhar Agrmments; Broker Disclaimer. This Lease eontalna all agreements banvaen Ne Partes with nspad to any matter meMiened
heroin, art no dhar prbr or ceMempoaneous egrmment w undershnding shall be affeetlve. Lmsa and Lemm mete represerds anti warrants s the Brokers That
k has made, and bl retying soley upon, tla own investlgation as to Ne nature, quality, chestier and fvwncial rcsponsibilily of the oNer Party to Nis Lmm and m to
the use, nature, quality and character o! the Premises. Brokers have no responsibgity with respect theMo w wiN respect to any default or broach harwt by eRher
Party, The liabllity (including court costa and attorneys' fees) of any Broker wiN respect to ragadation, execution, dedvery w performarce by ether Lmaor or Lessee
under this Leam or arty amendment or modidcetlon hereto shall be Iimtted to an amount up to Ne fm received try such Broker pursuant to Nis Lease; provided,
however, that the Iwegoing limaation on mete Brokers liahdily shall not be applicable to any gross negligence w vdNful misconduct d such Broker.
23. Notices.
23.1 Noflce Requirements. Ad nwkea required err permiltM by this Lmm w applicable law shall 6e in writing end may be delivered In person (by hand
w by courier) w may he sent by regular, certlRed w r istered mail w U.S. Postal Service
e8 Exprem Metl, wiN poshpe Prepaid, w by hulmlla tranamisaion, and shall
be dmmetl sufficientty given If served in a manner specified In Nis Paragraph 23. The addramss noted adpcent to a Partya signature on Nis Lease shall M Nat
Pam/a address for delivery or mailing of notices. Edher Party may d)'vrtittan notice to Na oNer specify a different addrms for notice, except that upon Lessee's
taking possesson of the Premises, Ne Premism shell constitute Lessees addrms for notice. A copy of all ndices to Lmsw shad he concurtently tansmHled to
such party or parries at such addnsma as Lemor may from tirme to time hereafter tlesignate In writing.
23.2 Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be rimmed gNen on Ne date of delivery shown on ttie
receipt card, w if no delivery date is shown, the postmark thereon. I( sent by regular mail the reties shad be rimmed given 48 txwrs after the same h adNessed as
squired herein and mailed with postage prepaid. Notices dalNered b)' Untied Stites Express Mail or ovem(pht courier Nal guarantee ne# day deliwayr shall be
deemed given 24 hours after delivery of tine more to the Pastel Service or croutier. Notices trensmRted by laceimde Irermrrlissbn or similar morns chall be deemed
deiveed upon telephone confirmation of receipt (condrmatbn repoA Irom lax machine IS suffx:IeM), provided a copy is also dedvered via delivery or mad. I! notce Is
received on a Saturday, Sunday or legal holiday, It shall 6e deemed receivetl on Ne ne# busicem day.
24. Waivers. No waiver by Lessor of the Default or Breach of any term, covenant w condtion hereof by Lessor, shall be deemed a waiver of any other term,
covenant or condition hereof, or of any subsequent Default err Breach by Lessor of Ne same or of any oNar term, covenant or conditon hereof. Lessors wnmM to,
or approval of, any ad shalt not be rimmed ro render unnecessary Me ablaining o/ LessWS consent to, or approval of, any subsequent w similar ad 6y Lezaee, w be
construed as Ne basis of an mtoppel to enforce the proNaion or provisions of this Leam requiting such wxment. TM acceptance of Rent by Lesmr shall not ce a
waiver of any Defaud or Breach by Lessee. Any payment by Lessor may ce accepted by Lessor on account of moneys or damages due Lesser, notwithstanding any
• qualifying shtemenh or condinions made by Lesme in cronnedion therewith, vAlidt such shlemenls and/or conditions shall be or no force or sited whatsoever
unless specificalty agreed to in writing by Lessor at or before Ne time of deposR of such payment.
25. Dixlosures Regartling The Nature of a Real Estate Agency Relationship.
(a) When emering into a discussion with a real mhte agent regarding a real estate trenmdion, a Lessor or Lessor should from the
outset understand what type of agency relationship err representation R has write the agent or agents in the transacdan. Lessor and Lessee acknowletlge being
advised by the Brokers In Nis tranmction, as follows:
(i) Lemons AeeM. A Lessor's agent ender a Iistlng agreement orate Ne Lessor acts u Ne agent for Ne Lessor oNy. A
Lessors agent or subagent has the following affirmative obligations: Te Ne Lessor: A fiduciary duty of utmost care, Integrity, honesty, and loyally in dealings vAfh tlw
Lemor. 7o Ne Lemm and Lh• I emw~ a. Diligent exercim of reasonable skills and care in performance d the agents dudes. 6. A duty d honest and fair dmling
and good faith. c. A dory to 6scloee all fits known to rtes agent materially affecting the value or desirability of iris property Nat are not (mown to, or wdhin Ne didpent
attention and obmrvadon of, Ne Parties. An agent la not obligated to reveal to either Party any confidential Information oblalned frwn the other Party whk:h door rat
involve the affirmative duties set forth above.
(ii) Lesme's Aeent An agent can agrm to act as agent for the Lessee Dory. In these situations, the agent is rat iha Leasers
agent, even it by agreement the agent may receive compereation for services rendwed, either in full or in part from Ne Lessor. An spent acting Dory for a Lmam
has the following affirmative obllgatbia. To the Lemm: A f#uciary dory of utmost care, Integrity, honmy, and loyalty In dwlings wiN the Lemm. To the Lmem
and !h a. Diligent exercim of reamnabb skills and care in perfomance of the agents duties. b. A duly of honest and lair dealing and goad skh. c. A duty
to discbm all fads known to the spent materialy aROCtlng Ne value or desisbillry of the property drat ere rod (mown to, w within Ne diligent attentbn and obsemtbn
el, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the dher Party which does not irnaM the affirmative
duties set forth above.
(iii) [igent Reoresentine Bdh Lemor and Lessee Areal estate agent, either actlng directly or through one or rtare associate
licenses, can legaly be the agent of hdh Ne Lessor and Ne Lessor in a tansaction, but Dory with Ne knowledge antl consent of boN Ne Lessor and the Lesser. In
a dual agency sduation, the agent has the folknving affirmatve obligalians to hdh the Lessor and the Lesme: a. A fidtaiary dory of utmost care, integrity, honesty end
loyalty in Ne dmlings with eRher Lesmr or the Lessor. b. Other dullm to the Lessor antl the Lessee as stated above in subpaapaphs (i) or (ii). In represerrdnp both
Lessor and Lessor, the agent may rod wdhout the exprem pertnissien of the respactNe Party, disclose s Ne other Party that the Lmsor will accept root M an amount
less than that intlicated In the listing or that the Lessee is willing to pay a higher rent Nan that offered. The above dutim of Ne agent in a real rotate tanmdiwr Qo
rod relieve a Lessor or Lessee from the responaibilily to protect their own intermts. Lessor and Lessee ahoukl cerefulty rmd all agreements to amore Nat Ney
adequatety express their understanding of Ne transaction. Areal estate agent is a person quaffed to adNm about real estate. If legal or tax advise is desired,
consult a competent profemional.
(b) Brokers have no responsibilRy with respect to any defaud or breach hereof by either Pally. The liability (including court costa end
attorneys' lam), of arty Broker with respell to any breach of dory, ertw err omissbn retiring N Nis Lease shall rod ezcaed Na fm reeelved Dry such Broker pureraM to
Nis Lease; provided, however, That Ne foregoing Ilmitation on each Brokers liability shall not De applicable to any gross negligence or willful misconduct of such
Broker.
(c) Buyer and Seller agree to identify to Brokers as "Confidential" any communication or infommaton given Brokers Nat is considered by
such Party to be wnfxlandal.
26. No Right To Holdover. Lessor has no right to rehin possession of the Premism or any part thereof bayoM the expiation or termination of Nis Lease.
•In the event Nat Lessee holds over, then Ne Base Rent shag be increased l0 150% of the Sam Rent applicable immediatey preceding the expiation or lerminatbn
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American Industrial Real Eshte Association REVISED FORM OFG-t-9BDE
Ndhing contained herein shall be consWed as conseN 6y Lessor b arty holding over by Lessee.
27 Cumulative Remedies. No remedy w election hereundu shall be deemed exclusive but shag, wherevu possible, tx cumulative with all other remedies
• at Ww w in equity.
28. Covenants and Condkions; Construdion of Agreement. All provVsions of this Lease to be observed or performed DY lessee are both covenants and
wndNOns In consWing this Lease, all headings and tkles are for the convenience of the Parties onty and shall not be considered a part of this Lcese. Whenever
required by the codexl, the singuhr shall inclWe the plural and vice versa. This Lease shall not be construed as If prepared by one of the Partle, 6u1 rather
according to its fair meaning as a whob, as i1 both Parties had preparetl it.
29. Binding EMed; Choice of Law. This Leax shall be bklding upon the Partles, [heir personal repreardagves, successors and assigns and be governed
by the laws of me State in which the Premises are krcated. Any Ikigagon between me Parties hereto cax:ernirlg Ws Lease shall bs Initiated in the county n which
the Premises are located.
30. Subordination; Akornment; Non-Disturbance.
30.1 Subordination. This Lease and any Option granted booby shall be sul>jed and subordinate to any ground lease, mortgage, deed of trust, w
dher hypothecation or security device (wikctivety, "Securky Device"), now w hereaker placed upon the Premises, to any and a9 advances made on the seventy
thereof, and to all renewals, madfiations, and extensions meraof. Lessee agrees that the holders of any such Security Devices (in this Lease together nferted to as
-Lender") shall have no liability or obligation to perform any of the obligations of Lessor under this Leau. Any Lendu may elect to have this Lease andla any Option
granted hereby supuior to the lien of ks Security Device by giving written notice Mereol to Lessee, whereupon this Lease ant such Options shall be dcemstl poor to
such Security Device, noMithsrending the relative dates of Me daumerltation w rewrdation thereof.
30.2 Akornment. In the event loaf Lessor Irenslers title to the Premises, w the Premises are acquked by another upon the fwecbeure w
termination of a Security DeNCe to which this Lease is subordinated (I) Lessce shall, subject to the nondislurbanu provisions of Paragreph 30.3, attom W such new
ownu, and upon request enter ido a new lease, eotsairirq all o! iha terms and provisons of this Lease, wffh such new owner for the remainder of the tom hereof
or, at the election of such row owner, Nis Lease shall aNOmatically became a new Leax between lessee and such new ownu, upon all of the tamrs and eandkions
hereof, for the remainder of the term hereof, and (ii) Lessor shall thersaker be rNieved of any further obligations hereunder and such new owner shag assume all d
Lessors obligations hereunder, except that such new owner shall not: (a) be I(able for any ad w omiasbn of arty prbr lessor w with rasped to events aeeurkng prbr
to acquisition of ovmerehtp; (b) he subject to any oMsds or defenses which Lessee might have agsinat any prior lessor, (c) he bound by pfepaymeM of more than
one month's rent, or (d) be liable for the rNum d any security deposk paW to arty prior lessor.
30.3 Non-0isturbance. With reaped to Security Devices entered Into by Lessor after the exeeutan d This Lease, Lessee's subordination of ibis
Lease shall be whject to receiving a eomnercialty reasonable non-dislurbarxe agreement (a "Non-0Isturbance Agreement) Irom the Lender which
Non-Disturbance Agreemem provides that Lessee's possession of the Premises, and this Lcese. Including any options to extend the farm hereof will rid W
disturbed so brig as Lessee is rid in Breach hereof and akoms to the record owner of the Premises. Furthu, wkhin 60 days alter the executon of this Lease,
Lessor shall use tts commercialry reasonable effods to obtain aNon-Disturbance Agreement from the kidder of any pre-eziatlrg Security Device which a secured by
the Premises. In the event that Lessor is unable to povide the Non-Disturbance Agreement wihin said 60 days, then Lessee may, at Lessees option, tliredty
contact Lender and attempt to negdiate for the execution and delNery of aNan-Disturbance Agrement.
30.4 Self£xecuting. The agreements contained in Ws Paragreph 30 shall be effectlve without the ezecutbn of any further documents; provided,
however, that upon written request from Lessor or a Lender in connection vrith a sale, financing or refinancing of me Premises, Lessee and Lessor shall execute
such further writings as may be reasonably required to separatery document any subordination, atlornmeM and/or Non-Disturbance Agreement provided for huein.
31. Attorneys' Fees. If any Party or Broker brings an acton or proceeding involving the Premises whethu founded in tort, conbad or equity, or to dedere
rights hererndu, the Prevailing Party (as hereafter defined) in arty such proceeding, adios, or appeal thereon, shall be entitled to reasonable attorneys fees. Such
lees may be awartletl in the same suit or recovered in a separate suit, whether ar not such action or proceedirg is pursued to decision w judgment. TM term,
• -Prevailing Party" shall include, without limitation, a Party or Broku who substantially obtains w defeats the relief sought as the case may be, whether by
compromise, settlement judgment, w the abandonment by the other Party or Broker of its claim w defense. The attorneys' fees award shah not be computed in
accordance vdth any court fee schedule, but shall be such as to fatly reimburse all attorneys fees reasonaby incurted. fTne6EY5• FEES aHAU wLLdDE A
PRD-G1A PDRTIDN OF iHF ATTORN Y A ARY AND FYP N
SF~F INCLRRED DY. 7NE SAN 6ERNARdNd CITY AT 5 OFFICE IF SAID OFFICE IS INVOLVED IN
FNFORrIN TNI A ON 6 NALF OF TN In eddk100, L255or 6hall be entitled IO akOfneyS fees, CDSh and e%penaes IrICURed In file prlperetion and
seMce of notices of Delaufl and cansukations In connection therewith, whether or rid a legal action Ls subsequentty commenced in connedion with such De(auk or
resulting Breach (5200 is a rcesonade minimum per occurrence for such services and eonsukafion).
32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessors agents shall have the right to enter the Premises at any time, in the case o(an
emergency, and otherwise at reasonable Dmes for the purpose or showing the same to prospective purchasers, lendus, or tenams, and making such akerelions,
repairs, improvements or adtlitions to the Premises as Lessor may deem necessary or desirable and Ne ereclirg, using antl maimaining of util'dies, services, pipes
and wnduits through the Premises and/or other premises as long as there is no material adverse effed to Lescee's use of the Premises. All such adlvities shall be
wkhoul abalemenl of rent w liabgiry to Lessee. Lessor may at any time piece on the Premises any ordinary "For Sale" signs and Lessor may during the bet B
months of the term hueol place on Me Premises any ordinary "For Lease' signs. In addition, Lesser shall have the right to retain keys to the Premrse and to
unlock all doors in or upon the Premises dher than to files, vaults and safes, and in the case of emergency to enter the Premises by any reasonably approprtats
means, and any such entry shall not be deemed a forcible w unlawful entry or detainer of the Premise or an eviction. Lessee waNes any charges for damages w
injuries w interference wkh Lessee's property w business in connedion therewkh.
33. Audions. Lessee shall rid condud, raw permk to he wnduded, any audios upon the Premises without Lessors poor wriken wnsent. Lessor shah rid
he obligated to exercise any shndard of raasonabkness in determining whdhu to pertnk an audios.
34. Signs. Lessee shall not plan arty sign upon the Project wkhod Lessors pr'wr written consent.
35. Termination; Mager. Unless specifiwlty stated otherwise in wrtting by Lessor, the wluntary or dher surrender of This Lease by Lessee, the mutual
termination or cancellation hereof, or a termination hereof by Lessor far Breach by Lessee, shag automatically terminate any sudease or lasso estate in the
Premises; provided, however, that Lessor may elect b continue anyone or all existing suMenancies. Lesors failure within 10 days following any such event to Bled
to tM contrary by written notice to the holder of any such lesser interest, shall constitute Lessors electron to have such event construte the terminaton of such
interest.
36. Consents. Except as otherwise provded herein, wherever in this Lease the consem of a Party is required to an ad by or tar the dhu Party, such consem
shall rid De unreasonably withheld or delayed. Lessors actual reasonable casts and expenses (including bd rid limited to architeds', akomeys, engineers' and
dher coreuttants' fees) incwretl in the consideration of or response to, a request by Lessee for any Lessor wnsent induding hul not limited to consents to an
assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid DY Lessee upon rece{pt of an Invoice and supporting documemagon
therefor. Lessors consent to arty act assignment w sudetting shall rid construle an acknawletlgmem that ro Dehult or Breach by Lessee of this Lease exists, raw
shall such consent be deemed a waiver of any then existing DefauM or Breach, except as maybe otherwise specifkalty stated in writing by Lessor at the Dme of such
consent. The failure to specify herein any patcular condition to Lessors consent shall not preclude the imposkion by Lessor al the time of consent of such Nrlhu
ar dher condkions as are then reasonabe with reference to the particular maker Iw which consent is being given. In the evert that ekher Party disagrees with any
ddermination made by the dhu hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in wmup and
in reasonable detail within 10 business days following such request.
• 37 Guarantor.
37 1 Execution. The Guarantors, it any, shall each execute a guaranty in the form most recentty pudished W the American Industrul Real Estate
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®1999 -American Induslrtal Raal Esate Assoeialion REVISED FORM OFO-1~A9E
Associalicn. '
37.2 pelautt. It shall consNute a Default of the Lessee if any Gwrentor tails or refuses, upon request k provide: (a) evidence of the exxNkn of
the gwrenty, including the authority of the party signing an GuareMOra behalf to ohfigak Gwrentor, and H the ease of a corporate Guarentor, a certiftad orgy of a
• resolWxxf of its board of directors authorizing the making at such gwranry, (b) current fuuuxkl statements. (c) an Estoppel Certificate, or (d) wrtten confirmation
that the guaranty is still in effect.
38. Quiet Possession. Subject to payment by Lessee of the Rent and perfohnence of erg of the covenants, condfions and provisions on Lessee s pan to be
observed and pertormed under this Lease, Lessee shall have quiC possession and qukl enjoyment of the Premises during the term hereof.
39. Options. If Lessee is graMW an Oplbn, as defined bekw, then the (otlowing provisions shall apply.
39.1 DeflniUon. "Option" shall mean: (a) the right to extend Ne term of or renew this Lease err k extend or renew any lease that Lessee has on
other property of Lessor, (b) the right of first rafwal err first oRer k lease either the Premises or oNa property of Lessor; (c) the right to purelusa or the right of fast
refusal to purchase me Premises or other properly of Lessor.
39.2 Options Personal To Original Lessee. Any Option granted t0 Lessee in Ibis Lease is personal k the original Lessee, and cannot be
assigned or exercised al anyone other than saW original lessee and Doty while the original Lessee is in fuN possession of the Premises and, i1 requested by Lessor,
with lessee certifying that Lessee has nor iMenlbn of thereafter assipninp or subletting.
39.3 Multiple Oplicns. In the event That Lessee has arty multiple Options k exend or renew this Lease, a later Option cannot be exeroised unless
the poor Optons have been validy exercised.
39.4 Effect of Default on Options.
(a) Lessee shag have no right to exerase an Option: (i) during the perod cammencag with the Wvi^9 of any notice of Default and coMinuMg
until said Default is cured, (ii) during the periotl of time any Rent is unpaid (wiUON regard k whether notice thereol is given Lessee), (iii) during the tlme Lessee k in
Breach of this Lease, or (iv) in the event that Lessee has been givtn 3 a more notices of separate Deku1L vfiedkr or not the Defaults arc cured, during Ne 12
monN period immediately prceedin8 the exercise of the Option.
(b) Tha period cl time within whkh an Option may ba exercised shell not be eMSnded or enkrged try rcasan of Lessee's inability k exercise an
Option because of the provsbts of Paragraph 39.4(a). ,
(e) An Option shag krminak ant be of no further force a effect, nolwithsknding Lessees due ant timely exercise of the Opgon, i/, ater such
ezereise ant prior to the commencement o1 tM exkrvled term or completion of the purchase, (i) Lessee fags to pay Rent for a period of 30 days otter such RoM
becomes due (without any necessity of Lessor to give notce thereof), or (ii) it Lessee commits a Breach of this Lease.
40. Security Measures. Lessee Mrcby acknowledges that the Rent payable k Lessor harwntler does rwt inWude the cost of guard service or other security
measures, and that Lessor shall have no obigaticn whatsoever k provide same. Lessee assumes erg responsibility for the protection of the Premises, Lessee, its
agents antl invaees antl their property from the acts of thirtl panics. In the event however, that Lessor should elect to provide security services, then the cost (hereof
shall lie an Operating Expense.
41. Reservations.
(a) Leswr reserves the right (i) tc grant, without the consent or joinder of Lessee, wch easements, rights and dadicatlons that lessor deems
necessary, (ii) to cause the recordation of parcel maps and restrictions, (iii) to create andlor install new uligly raceways. so long as such easements, rights,
dedintions, maps, resuictions, and utllily raceways do rrot unreasonably interfere wgh the use of Ne Premises by lessee. Lessor may also: change the name,
address rn tick of the Buadng or Project upon at Wst 90 days prkr written notice; provide and InsFWI, at Lessee's expense, BuWUp standsrd graphics on the door of
the Premkes and such portions of the Common Areas as Lessor shall roasonably deem appropriate; groM to any leases the exclusive right to conduct arry business
as long as such exclusive right does not conflict with any rights expressly given herek; and to place such signs, notices or dkplays as Lessor reasonably deems
necessary or advisable upon the roof, exterior or the Building or the Project or on pole signs in the Common Areas. Lessee agrees to sqn any doeuMents reasonably
requested b1' Lessor to effectuate such rights. The obstruction of Lessee s view, air, or light by any structure erected in Ne vicinity of the Building, whether by lessor
• or thirtl parties, shall in no way affect ibis lease w impose any liability upon Lessor.
(b) Lessor also reserves the rgM to move Lessee to otter space of comparable s¢e in the Buiklirg or Project. Lessor must provide at least 45
poor wraten notice at such move, antl the new space must conkin improvements of cemparable quality to those wntained within Ne Premises. Lessor shall pay Une
reasonable out of pocket casts that Lessee incurs with regard tc such relocation, including the expenses of nerving antl necessary alatknary reNsion costs. In rto
event, however, shall Lessor be required to pay an amount in excess of two monNs Base Rent. lessee may rat be rekualed more than once during the term of this
Lease.
(c) Lessee shall not: (i) use a representation (photographic or otherwise) of the Building or Projector (heir name(s) in connection with Lesaeds
business; or {g) sutler or pemwt anyone, except in emergency, to go upon the roof of the Building.
42. Pertormance Under Protest. If at any time a dispute shag arise as to any amount err cam of money to be paid by one Party to the other under the
provisions hereof, the Party against whom the obligation to pay Ma money k asserted shag have the right to make payment "under prolecC ant such payment shag
not be regarded as a voluntary payment and there shall survive the right on the part of said Party to inst4uk suit for recovery of such cam. If g shag be adjudged Intl
there was no legal obligaticn an the part of said Parry tc pay such sum or any part thereof, said Party shag be eM81ed to recover such sum or so much thereat as tt
was riot fegalty required to pay.
43. Authority.
(a) It either Parry hereto Is a corporation, trust, limned gaMliry company, partneroMp, or sioular eMrly, each individual sxecNing ttds Lease on
behalf of such entity represents and warrants That he or she is duly authorized to exewle and deliver thk lease on gs behalf. Each party snail, wimin 30 days alter
request, deliver to me other party cabetactory evidence of such authorty.
(b) If Nls lease is executed by mss than one parson rn entity as "Lessee", each such person or entity shall be jointly arxl severalty liable
hereunder. It is agreed (hat any one of the named Lessees shall be empowered to execute any amendment to Ibis Lose, or other document ancgkry tlierak and
bind all of the named Lessees, and Lessrn may rely on the same as a all o11he named Lessees had executed such document.
44. Conflict. Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions shall be controlled 6y the typewrtten or
handwritten provisions.
4S. lNfer. Preparation of this Lease by ether party or their agent and submission of same to the other Parry shall not to deemed an offer to lease to the other
Party. This Lease is not intended to be binding until executed and delivered M' all Parties hereto.
4G. Amendments. Thk Lease may be modified Dory in writing, signed by Ne Parties in interest at the time of the modificetion. As brig as they do not
materially change Lessee's obligations heneuntler, Lessee agrees to make such reasonable nonmonekry madlfiagons to this Lease as may be reasonably required
by a lender in connection with the obtaining of rwrmal financing or refinancing of the Prem(aes.
47. Multiple PaRies. II moro than one person or entity is named herein as ether Lessor err Lessee, such multiple Ponies shall have joint and aewrel
responsibility to comply with the terms of Iles Lease.
d8. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTNE RIGHTS TO TRU1L BY JURY IN ANY ACTION OR PROCEEDING
INVOLVING THE PROPERTY OR ARISWG OUT OF THIS AGREEMENT.
4.9. Mediation and ArbttrNion of Disputes. An Addendum requiring the Mediation andlor the Arbitrcfwn of all disputes between the Ponies andlor Brokers
arising out of this Lease ~ is ®is not abashed to this Lease.
50. Americans with OisabiBtks Att. In the evert that as a result of Lessees use, or intended use, of the Premises the Americans wgh Disabigties Ael or
• any simAar law regimes modifications or the eonsiruclion or installation of improvements in or to Me Premises, Building, Project andlor Common Areas, the Parties
(radials Inigals
Page 14 of 15
®t899 - yYnerican IndusUial Real Estate Association REVISED FORM OFG"1JA9E
agree that wch modiflaatlona, construction or improvements sha0 bs madeat ? Lesaofa expense ~ Laseia expense.
LESSOR ANO LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, ANO 8V THE
• EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME
THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY Rt~150NA8LE AND EFFECTUATE THE INTENT AND PURPOSE OF
LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.
ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE 8Y THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY
BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT
RELATES. THE PARTIES ARE URGED TO:
1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.
2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION
SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, SHE ZONING AND SIZE OF THE
PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS
WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE.
WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA. CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE
REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH 7HE PREMISES ARE LOCATED.
The parties hereto have exaeNad Ws Leau at the place and on the dates specified above their respective sigrwtures.
Exxuted at: SAN BERNAADINO Executed at: SAN BEANARDINO
on: on:
By LESSOR: By LESSEE:
NEW HOPE MISSIONARY BAPTIST CHURCH,
A CALIFORNIA NON-PROFIT CORPORATION
gY 8Y:
Name Printed: BREON WATERS Name Pdnted:
Tike: CHAIRMAN OF THE BOARD OF TRUSTEES TNe:
BY Br:
Name Printed: Name Printed:
Tike: Tdle:
• Address: 1575 WEST 17TH STREET Address:
SAN BERNARDINO, CA 92911
(909) 887-2526 / (909) 887-5400 (FAX)
Telephone / Fxsimik Telephone /Facsimile ~,
Feden110 No, 95-2510795 Federal lD No.
LESSOR'S LESSEE'S
BROKER: BROKER:
NIA
Attn: Akn:
Address: Address:
Telephone /Facsimile No, Telephone /Facsimile No.
These forms are often modified to meet changing requirements of law and needs of the industry. Always write or call to make sure you are utilising the
most current form: American Industrial Real Eshte Association, 700 South Flower Street, Suite 800, Los Angeles, CA 80077.
(111) 6872777.
mCopyHght 1999-By American Industrial Real EsUte Association.
Ali dgMs nsarved.
No part o1 theca works may be reproduced in any form wkhout pemdssion in writing.
• ~ INkals
Inkials
Page 15 of 15
O 1889 -American Industrial Raal Estah Assodation REVISED FORM OFG-12191E
CITY CLERK°S OFFICE
RacrtEt, G. CI.ARIC, C.M.C. • Crrv Crnruc
P.O. Box 1318 • San Bernazdino • CA 92402
300 North "D" Street • San Bernardino • CA 92418-0001
909.384.5002 • Fax; 909.384.5158
Business Registration Division: 909.384.5302
San Bernar ino Passport Acceptance Facility: 909.384.5128
s• www.ci.san-bernazdino.ca.us
March 26, 2002
Breon Waters
Chairman, Board of Trustees
New Hope Missionary Baptist Chwch
] 575 West 17`n Street
San Bernazdino, CA 92411
Bear Mr. Waters,
At the Mayor and Common Council meeting of March 18, 2002, the City of San Bernardino
adopted Resolution 2002-92 -Resolution authorizing the execution of a lease agreement
between the City and the New Hope Missionary Church for rental of space for the Weststde
Community .Service Center.
Enclosed is one (I) original agreement. Ftease sign in the appropriate location and return the
original agreement to the City Clerk's Office, Attn: Michelle Taylor, P.O. Box 1318, San
Bemazdino, CA 92402, as soon as possible.
I Please retain a copy of the agreement for your fries.
P eas v'
[ e be ad tsed that the resolution and a reement will be null and void if not c
g exe uted
within 60 days, or by May 17, 2002.
If you have any questions, please do not hesitate to contact me ai (909)384-5002.
Sincerely,
Michelle Taylor
Senior Secretary
Encloswe
CITY OF SAN BERNARDINO
ADOPTED SHAEFA VALUES: Integrity • Accountability • Respect for Human Dignity • Honesty
CITY OF SAN BERNARDINO
Interoffice Memorandum
i CITY CLERK'S OFFICE
Records and Information Management (RIM) Program
DATE: April 10, 2002
TO: Lemuel Randolph, Director of Parks, Recreation & Community Services
FROM: Michelle Taylor, Senior Secretary
RE: Resolution 2002-92 -Lease Agreement with New Hope Missionary Church
CC: Finance
Attached is a fully executed copy of the lease agreement with New Hope Missionary Church for
rental of space for the Westside Community Service Center. The original agreement is on file in
the City Clerk's Office.
If you have any questions, please call me at ext. 3206.
FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT
RESOLUTION AGENDA ITEM TRACHING FORM
Meeting Date (Date Adopted): ~' l ~_6 ~- Item # ,-~ n Resolution # ~ l~ja -Cj ~
Vote: Ayes I-rl Nays .~J' Abstain ,Fy Absent --,z}-
Change to motion to amend original documents:
Reso. # On Attachments: ? Contract term: - NulWoid Atter: ~~% ,~A y,$ ~ ~' R'6 a
Note on Resolution of Attachment stored separately:
Direct City Clerk to (circle 1): PUBLISH, POST, RECORD W/COUNTY By:
Date Sent to Mayor: ~-1 Ci -p ~ Reso. Log Updated: ?
Date of Mayor's Signature: ? -:~Cl'~ Seal Impressed: ?
Date of Clerk/CDC Signature: 3 a 1-G~2
Date Memo/Letter Sent for Signature: '~- 26-c~a- See Attached: r~ Date Returned: 'l "q -~ ~'
60 Day Reminder Letter Sent on 30th day: See Attached:
90 Day Reminder Letter Sent on 45th day: See Attached:
Request for Council Action & Staff Report Attached: Yes ~ No _ By
Updated Prior Resolutions (Other Than Below): Yes _ No ? By
Updated CITY Personnel Folders (6413, 6429, 6433, 10584, 10585, 12634): Yes No ~ By
Updated CDC Personnel Folders (5557): Yes _ No ~ By
Updated Traftic Folders (3985, 8234, 655, 92-389): Yes _ No vvv By
Copies Distributed to:
City Attorney ~ Code Compliance Dev. Services EDA Finance ? MIS
Parks & Rec. ? Police Public Services Water Others:
Notes:
BEFORE FILING REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE
YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term, etc.)
Ready to File: /)"1'r Date:'~~~~ tea'
Revised 01/12/01