HomeMy WebLinkAbout25E - AGMT WESTEND SUBSTATION OFFICE LEASEREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
SEPTEMBER 4, 2018
TITLE:
APPROVE A LEASE AGREEMENT WITH
RIO WEST LLC FOR WESTEND
SUBSTATION OFFICE
(STRATEGIC PLAN NO.1, 1F)
1
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1 s Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute a month-to-month lease
agreement with Rio West, LLC for the use of the Westend Substation, for the period of November
1, 2018 through October 31, 2019, in the annual amount of $31,464 ($2,622 per month), and
authorize the City Manager and Clerk of the Council to execute two -one year lease agreements,
following expiration of this lease, provided the annual lease increase does not exceed five
percent, subject to non -substantive changes approved by the City Manager and City Attorney.
The Santa Ana Police Department has operated the Westend Substation located at the comer of
Harbor and McFadden for over 17 years. The substation location has been mutually beneficial to
both the property owner and the Police Department. The City of Santa Ana entered into a
recurring no cost lease with the owner that has equated to a monetary savings to the City of well
over $400,000. This location has become a community engagement center and is well known to
area residents. In 2015, the property owner notified the Police Department that based on
changing economic conditions, a no cost lease was no longer available. In November 2015, the
Police Department entered into a one-year paid lease, and has since renewed the lease in 2016
and 2017.
As the location has been in use for many years, an expansive infrastructure has already been
established, and an examination of relocation costs found it to be cost prohibitive to move the
substation. This proposed one-year lease agreement renewal allows the Police Department to
continue its "Community Oriented Policing" mission at the existing location with no interruption in
services for up to an additional 12 months. The lease agreement will cover the period of
November 1, 2018 through October 31, 2019 at an annual cost of $31,464 ($2,622 per month).
25E-1
Agreement with Rio West LLC
September 4, 2018
Page 2
STRATEGIC PLAN ALIGNMENT
Approval of this item supports the City's efforts to meet Goal #1 Community Safety, Objective #1
(Modernize the Community Policing philosophy to improve customer service, crime prevention
and traffic / pedestrian / bicycle safety), Strategy F (Enhance the Police Department's community
policing philosophy to balance both traditional policing and problem solving strategies to address
and reduce violent, property and gang related crimes.)
FISCAL IMPACT
Funds for this agreement are available in the Police Department's FY 2018-19 Field Operations
contract services account (no. 01114420-62300) for the following fiscal years:
FY 2018-19 8 Mo.
$20,976
FY 2019-20 4 mo.
$10,488
$31,464
alentin
Chief of Police
Santa Ana Police Department
APPROVED AS TO FUNDS AND ACCOUNTS:
Sergio Vidal V.xz
Assistant Director
Finance and Management Services Agency
Exhibit: 1. Lease Agreement with Rio West LLC
25E-2
SHOPPING CENTER LEASE - GROSS
1. Basic Provisions ("Basic Provisions").
Exhibit 1
1.1 Parties: This Shopping Center Lease ("Lease"), dated for reference purposes July I, 2018, is made by and between
Rio Vista West, LLC a Califomia Limited Liability Company ("Lessor") and The Santa Ana Police Department, a division of the Citv
of Santa Ana. -a municipal corporation -("Lessee") (collectively the "Parties", or individually a "Party").
1.2 Premises: That certain portion of the Shopping Center (as defined below), including all improvements therein or to
be provided by Lessor under the terms or this Lease, commonly known by the street address of 3750 W. McFadden Avenue, Suite 1
located in the City of Santa Ana County of Orange Stale of California, with zip code 92704, as outlined on Exhibit A attached hereto
("Premises"), deemed to be approximately 989 rentable square feet of floor area. In addition to Lessee's rights to use and occupy the
Premises as hereinafter specified, Lessee shall have non-exclusive rights to use the Common Areas (as defined in Paragraph 2.7 below)
as hereinafter specified, but shall not have any rights to the roof, exterior walls or utility raceways of the building containing the Premises
("Building") or to any other buildings in the Shopping Center. The Premises and the Building are situated within the Shopping Center
known as Riverview West Marketplace. The Premises, the Building, the Common Areas and all other buildings and improvements
within said Shopping Center, together with the land upon which they are located, are herein collectively referred to as the "Shopping
Center." (See also Paragraph 2)
1.3 Term: Month to month-- ("Original Term"), commencing on November 1. 201 ("Commencement Date") and
ending October 31, 2019 ("Expiration Date"). (See also Paragraph 3)
1.4 Sef)y-i+essessiem-{€-the-prep ses--are available,-Lessee-snay-have-esa-exclusive-pessessien o€the-12fem6es
semtnensiag—("Eody Possession Date-').-(See-alse-Paragmphs-3and33)
1.5 Base Rent: S2,622.00 per month ("Base Rent"), payable on the first day of each month commencing on,November
1.2018. (See also Paragraph 4 and Exhibit 0 There are provisions in this Lease for the Base Rent to be adjusted. See Exhibit "1".
t,6--€ereenEoge7ienfRatec-FIFA-percent Fl(� }A s€6ressSales-
1.7 L-essee'&Shafe of Common Area GperafiagFApensese-Lessee'-Pre"r4ienate She re; Sueh share is the
peFsentageequrvalenF e€a€tasti mrshe aameramF a€whish+s thereaRzblearea of the Premises and the denominator of whieh is [he
tetal rentable area efthe buildings in the Shopping Center available tee use and eesupaney by 6essee5,-as determined by 16essef from
time to time on aeensistem basis,-subjesl le the fullewiag
(i)—Lessor m reasenab divide the Sb r ---e
may IY eppktgEemetintesubareas-feFtheparpeseo€aNee^'�^o
Area Operating Expenses, --
to me event that mat ofthe-12mmisesaadlef the Shepping Cemerare�medi€ed7dutiog4he term-ofthisLeaser6essw4ali
resalsulatel essee'sSbarete teAeetsueb-madWwatien:
log —Merebents'-Asseelatien AnnuetAues: $ pefyeaFkWerehants'-AsseeiatiewDues").-besseeshaH.M
".:e= hant t lsseaiatioaDues audler-besemeemembefe€theMen4mtsAssesiatieninaeseRWrewit t AepFewsiense€theMeFshanis
Asseeiatien Addendumri€anyrattashed beFete:
1.9 Base Rent and Other Monies Paid Upon Execution:
(a) Base Rent: $2.622.00.00
(b)—C-emmen-Area Opefatiog E*penses1$0-
(c) Security Deposit: 5.00 ("Security Deposit"). (See also Paragraph 5)
(d)—McFekents' Assoefatien-Dues-4 14F-theperied
(e)—OttteR-&- fe
(f) Total Due Upon Execution of this Lease: $2,622.00
1.10 Agreed Use: Police substation and for no other use without Lessor's prior written consent, which may be granted
or withheld at Lessor's sole discretion and subject to the use restrictions attached Exhibit "H". (See also Paragraph 6)
1.11 Agreed Trade Name: Santa Ana Police Substation . (See also Paragraph 6)
1.12 Insuring Party. Lessor is the "Insuring Party". (See also Paragraph 8)
1.13 Real Estate Brokers: (See also Paragraph 15 and 25)
(a) Representation: The following real estate broker (the "Broker") and brokerage relationships exist in this transaction
(check applicable boxes):
X Williams Real Estate Management. Inc represents Lessor.
25E-3
(b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Broker for
the brokerage services rendered by the Broker the fec agreed to in the ettae-hed-separate written agreement er ifnosueh-agreement is
anaehed,-8te sumer _ -- eF— _ -of the teta+-Nesse Rear payable fer-tke Brrgiaa4 Terrnrthe
sant oF---------eF=----#-eF the ictal -Base -Rem -payable during any period of time-tkat the-Lessee-eeeapies-the
ftreraises-su bseRuznt-to-tHe- BFiginalTer-m:
-1.-1.1-6anr-entoF.-the shFieatiens eF+he Lessee ur4ef this -Lease aFz �earantzed lav-- ".SneFenke{"
1.15 Attachments, Atlached herein are the fullowine. all of which constitute a part of this Lease:
N/A an addendum
a silo plan marked Exhibit A. depicting the Premises and Shopping Center:
a current set of the Sign Criteria for the Shopping Center marked Exhibit
_N.4_a work letter marked Exhibil "C":
_NA a Guaranty of Lease marked Exhibit
X a Lessee Memorandum of Lease Terni Commencement narked Exhibit
X an Estoppel Certificate marked Exhibit "F"
a a current set of Rules and Regulations for the Shopping Center marked Exhibit "G";
other (specify): it list of Exclusive Uses. marked Exhibit "H".-
2. Premises -
2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the
rental, and upon all of the terms, covenants and conditions set t'orth in (his Lease. While the approximate square footage of the Premises
may have been used in the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square
footage and is not subject to adjustment should the actual size be determined to he different.
2.2 Condition. Lessor shall deliver the Premises to Lessee in their "as -is, where -is, with all findis and defecis condition.
bFEmm eleae and -free ofdebris en theGemmeaeemer4 Dew eF the-Ernly PErssesstea-Satz.-whin-Herzr frF4-eeeurs-E4tnet Date -j, cad;
se-leag-as-tHe-raquired-servieeeaatFaets-deseribed-in-Paragraph-:M (§)be{ew-ere-eHtaiaed-Lessee-cad-in-e ffeaV-within-30 days
(gnawing the&aFt Date,, waFFi ntsAPA the existingeleetFieaF,-pktmHitwr}irespriekleFrfigHtiw��teatin& veentilatin=andaireett&ianing-
systemsV44VhAG leading dears,-iFany,-and all ethersueh elements in the -FFetnises,-e(FeF ihan these eanswdeted byLess eei shah -he
inepeFautw eaedkio to said date-aad that -the straentml-elemerusef the reer,-bearing walls and feuadatienef the FiFemisesshah-be
fFeeOrnraterialdefeets-N$ non eempliaaee-withsue#warraolyexists asoftheatinDetereFifeaeersaehsystems e elememsshenld
maNaaetien-eF-tail-witHhrNte aplifeiiFiate-warraatyperiedrLesseF-sliallrasSesseF'sseleeW-,atiea-with cespeetto-sueh-matterrexeept
as-etheFwise-Pretidedia-this-LeaserpFemptly-ekeF-reeeipt-eFwFittenimtiee-fremL-e s ia,feFth-w+thspeeifieity4he-nature-and
extenttef sueH eeofemP}iaazermalftxtetieFreF-failutz; feetify-same at-LesseF's expense. the waFFaotyPerieds-sliaN-be-as- fell ows:-(i; b
meaths-as-te-the44VAClysteffis-and{it3-38tfays-as•te-thrFemaiafF-systemsaad-eiheFeletnents-of-the-Premises:ffLessee lees -net
-giveeLessor -the FequiFed-aetiee withinthe-a"fepfWe-waFFamy-period,eetFeetiene"nysnz#roeneemplianeermalfrmHiattef-failute
sW be et-
2.3 Comptienee.-Lesserwwaaisthattaitskoewiedge theimpFewfnentseff"pFemiseseudthefemmeFtMeaseomPly
wink-thebeikk-, eedes that wereineffeet-at_the time-dialeaeh-swhfmpFeveme#raF f)Onieathereefrwas eenstwutzd; Bndolse-wrtH efl
applieable4awsrcavem2ms-eF-restFietieas-ef-reeeFd;-regulations; and -ardimmees-in-effect-at4battime-(-ApptieaMe-RequiFements"3,
k:esseFsexpe^..�-if Lessee deenet-givei-essewFittearretieeef nen mplianee-withthis-warranty-within-&meadts-faHewingthe
91tut DaiereeFFeWan of-that-fuif eemplianee-shah-be-the-ebhgatien o€l=essee-at-Lessee'ssela-east-aad expense. if the-Appkable
RequiFemeatsare-her fterehangedse-este-requiFe-duFingaheterm ef+his6ease.theaoasEFaetieaeFaa-addition-te-eF-aa-eltemt+eaof
tha?Femises;uxIMF$ei{drFtg; tHe-temediatiea-e€aay-#azardeus Sa§staaaereFtHe Feiafereemem-eFetheF Physical-modifieationeFthe
PFemises-and/eF-Build'ingE"Eapihd-EipcwdifuFe�r}:esseFead-Lessee-sHaN aNeeate+heeest-efsaeliwerites-feNews:
equal-te4/444th-ekke-peF"ff.efsueh eesis Femeaablya"utable te4he-PFentises-Lessee-shah-pa),-interesten-dxbalanee bubmay
prepey-4tsebligatien-et-any-time-ffrheweveFrsuefrC-apkai-£xPeft"Iff"-F Hhed-dttFlu,the- his! 3-yeameFthis- Lease -eFFrLesser
25E-4
feasembly dete"FliRes that-ibis'aot eeenax+ical4y-Feasil3la to f+ay +ts shff' theFeof, LesseF'shWIFhave.tIal eptiPa-to-wfminme this Lease
Open 90 days pFif>= vFFhten armee to Lessee unless Lessee noi4ies Lessof, in wFiting.-+kithin l6 days alieFfeeeiptPFLessoF'a teFrainmiml
notiee- that Lesse Wi4pay fPF-sueh C-apita4-C-r'pela1 kuFe-
(0 -Notwi+hsiandi}}g-the-ahaye, the I*Oo isieas-euaeer-n+ae-C;:pi!a{-. .peadii}tFes fe-iRended-to apply PA4y-}o-our.
veluRkafy.. unehpeetcw. asd new Appl4eaMe Requirements. "e C-apital£"- ftdi+uFes are instea4-lFie9eFEd-by-Lessee-as a Fe5ub of ml
}}etual OF pfcq±esed ehAAge inose.-ehaagein intensity ofuserP modifieationto the Prea}ises then.aadtn'that event, Lessee shaH eitheFi
k}limfRei(late4y Ee2Sesurh h+til ed Hse PF}flY-as+ky O4 use andAFtaW 5ueh otheFsteps its may be nee t 55afy to ehFufaal2 thefequiHR}em
teF Sueh bapital £.ipendiuue. OF (it) eOflTpie+e S!}ch 6itplkal E; pendnure at 4, P1kn elpense: 6eS5cY sllall mat hake any fight to leFFmnate
illis base.
Zi ala! (al, it hili beeR elven an efTa Fu+Aity t+, iaip,-Et e94 measare the
PFemises: (kms) ii W- been advised by-Le>sorafiAlf $Falxfs in satisfy itieg Willi Fespeet to the size aadeeflditian of tke �Pfeaui
tinelt}dine but Fie -'limited to the eleetFieul:'f-'iVAQ and fFe 5pfia64+systrRn. seeurtty: eflviFanlneatal'aspests:-nre4 esmp4idnee With
App4ie-ahle Reauiremenks and the A+mFiea." With Disabilities-Aet): and theirseiiabiHty for Lesser,- imeaded use. -(H Lessee has-riaele
saah inke5kiga48a 85 ii deeFui-txcti*ssafy'iciilrfefefenee to 5ueh matters and aSsminar an fe5pOA51Pil14y theFefef as the same relate to its
oeeupaney of the Pfrn+isrs,-fel-}it is aPt Fe4ying Onany:. FepFeseR+mioa as to the queer the Premises made by BFekers-Of 6essmTand (e)
ae+theF 6essofi- L+si P`S agents, nor Brokers have Made any Oral'OF-+cfiliea repfesrmatiPas PF-waFmmies-vkith'respeet to -said esmefs
mherthan'as-set k)rth in'thtsLease..
2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if
immediately prior to the Start Date Lessee was the owner or occupant of the Premises. In such event- Lessee shall be responsible for
any necessary corrective work.
2.6 Vehicle Parking. Lessee shall not use and shall not permit its employees to use any parking spaces in die Shopping
Center except for parking by vehicles that are no larger than full-size passenger automobiles or pick-up trucks, herein called "Permitted
Size Vehicles." Lessee shall permit its employees to only occupy those parking spaces, if any. as depicted as employee parking spaces
on the Shopping Center site plan. Lessor may regulate the loading and unloading of vehicles by adopting Rules and Regulations as
provided in Paragraph 2.9. No vehicles other than Permitted Size Vehicles may be parked in the Common Area without the prior written
permission or Lessor. in addition: (a) Lessee shall not permit or allow any vehicles that belong to Or are controlled by Lessee. or
Lessee's employees, suppliers, shippers, contractors or invitees to be loaded. unloaded, or parked in areas other than those designated
by Lessor for such activities; (b) Lessee shall not service or store any vehicles in the Common Areas; and (c) irLessee permits or allows
any or the prohibited activities described in this Paragraph 2.6, then Lessor shall have the right, without notice, in addition to such other
rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost shall be
immediately payable upon demand by Lessor.
2.7 Common Areas - Definition. The term "Common Areas' is defined as all areas and facilities outside the Premises -
and within the exterior boundary line of the Shopping Center and interior utility raceways and installations within the Premises that are
provided and designated by the Lessor from time to time for the general non-exclusive use of Lessor, Lessee and other Lessees or the
Shopping Center and their respective employees, suppliers, shippers, customers, contractors and invitees, including parking areas,
loading and unloading areas, [rash areas, roadways, walkways, driveways and landscaped areas.
2.8 Common Areas - Lessee's Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers,
shippers, contractors, customers and invitees, during the term of this Lease, the non-exclusive right to use, in common with others
entitled to such use, the Common Areas as they exist ['rum time to time, subject to any rights, powers, and privileges reserved by Lessor
under the terms hereof or under the terms of any rules and regulations or restrictions governing the use of the Shopping Center. Under
no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property,
temporarily or permanently, in the Common Areas, nor to display merchandise or conduct sales in the Common Areas. Any such storage,
display or sales shall be permitted only by the prior written consent of Lessor or Lessor's designated agent, as exercised in Lessor's sole
discretion, which consent may be revoked at any time. In the event that any unauthorized storage or displays shall occur then Lessor
shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove the property and charge
the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.
2.9 Common Areas - Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the
exclusive control and management of the Common Areas and shall have the right, from time to time, to establish, modify, amend and
enforce reasonable rules and regulations ("Rules and Regulations") for the management, safety, care, and cleanliness of the grounds,
the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of other occupants or Lessees
of the Building and the Shopping Center and their invitees. Lessee agrees to abide by and conform to all such Rules and Regulations,
and shall use its best efforts to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform.
Lessor shall not be responsible to Lessee for the non-compliance with said Rules and Regulations by other Lessees of the Shopping
Center.
2.10 Common Areas - Changes. Lessor shall have the right, in Lessor's sole discretion, from time to time:
25E-5
(a) To make changes or additions to the Common .Areas, including. without limitation, changes in the location.
sin, shape and number of driveways, entrances, parking spaces. parking areas. loading and unloading arcus, ingress. egress, direction
of traffic. elevations, landscaped areas, signage, walkways and utility raceways:
(b) To use and close temporarily any of the Common Areas for the purpose or maintaining. repairing and altering
the Shopping Center, so long as reasonable access at the Premises remains available, and to close temporarily any ofthe Common Areas
to whatever extent is required in the opinion of Lessors counsel to prevent a dedication of or the accrual of ;my rights of any persons or
Of the public to any of the Common Areas:
(c) To designate other land outside the boundaries of the Shopping Center to he a part of the Common Areas or
to be entitled to use the Common Areas on it reciprocal basis;
(d) To add additional buildings and improvements to the Common Areas: and
(e) To do and perform such other acts and mak,. such other changes in. in or %%ith respect to the Common Areas
and Shopping Center as Lessm may, in the exercise of sound business judgment, deem In be appropriate.
2.11 Common Areas - Promotional Events; Sidewalk Sales. Lessor reserves the right- from time to time. in Lessor's
sole discretion, to utilize portions of the Common Areas I'or promotional events, which may include, but shall not be limited In,
entertainment. Lessor further reserves the right. in Lessor's sole discretion, to permit any one or more Lessees of the Shopping Center
to conduct the display and/or sale of merchandise from the sidewalks immediately adjacent to such Lessees' respective premises.
2.12 Common Areas - Remodeling. Al any time during the Term, Lessor may remodel or expand, in any manner, the
existing Shopping Center, which work may include, without limitation, the addition of shops and/or new buildings to the Shopping
Center (collectively, "Remodeled Center"). If Lessor deems it necessary for construction personnel to enter the Premises in order to
construct the Remodeled Center. Lessor shall give Lessee no less than 30 days prior notice and Lessee shall allow such entry. Lessor
shall use reasonable efrorts to complete any work affecting the Premises in an efficient manner so as not to interfere unreasonably with
Lessee's business. Lessee shall not be entitled to any damages for any inconvenience or any disruption to Lessee's business caused by
such work; provided, however, the Base Rent paid by Lessee for the period of the inconvenience shall he abated in proportion to the
degree that Lessee's use or the Premises is impaired as reasonably determined by Lessor.
3. Term.
3.1 Term. The Commencement Date, Expiration Date and Original Term or this Lease are as specified in Paragraph 1.3.
3.2 EaAyftas5fa51aa.-{}fly pFB4151f)Fl herein gFafltitw Lessee �affj`pesSe55iBRafthe.PFaa115e5t55ahjeE}ta arldeonditiefled
upon the Premises being available for sueh pesseot Bate: Any grain of-€aFly Possess;aa only esaveysa
Lessee shallba" aaeess-to the Premises as of the EWy-.Possession-Bate for puFpasesof prepaFiag end 4imurieit o the Premises feF the
eandnetef Lesseesbusiaess—}F essee-totally eF partial/ aegtip ies.the PFetaises prieF-te-the Gem meacemeat-gate-loF any Feasen-(arid
reF-�uFpeses-heFeef,=eeeupariey"-shaFl irielude;-without fimitatien,-L-essee's entry-eriw-the-Premises{eF-¢eFpeses-ef pFepaFirw-arid
fixtiu,W g the PFemisesfeF JFusiaess),-tlte ehligatiea to -pay Base Rem -arid PeFeeatage-Beat shall -be -abated ter-the$eried of stteh early
pessessiea—#1-etheFteFFosefihis-Boase-(iae4udi o-but-aet7imited-te-Lessee's-ehligatieas-te-eaFFy+asuraaeeaad-ie-mairaaxt-the
feF #rsiaess inthe-fiFeatises-pFim10-the Eemmeaeetaeatsate. clay sueh-Early Pessessieaihall-a&t,Maet the ExpiFaliea Date:
Lessee -by -the Cernmeneemem-Date: {f, -despite -said ef{errs;-L�sseF-is-aaable-te-deli�eF-pessessiea-by-sac-It date; Lesser shah-aet be
Fentabatemem-that-Lessee-would etheFwise-have-eajeyed-shag-Fea-fFeat the date-ef de(ivory-ef pessessiea-aad eantiatle apeFied
equal te-what-lzessee-weuld-etherivise have eajeyed andeFthetenrisberee f,-butmiuusenydayse€de(ayeausedby-the aeis of emissions
efL-essee.--1€gessessiea isaetde4iveFed withia60t1aysaReF-the6eFaateaeeateatDate; as-tkesame oiaybeexteaded-under-the terms of
any-WeFk�tieFexeeweFI by Parties _Lessee-Faay.-otits uptiea.-byaetiee in woling within -1B daysaFteethe end ersFx#bO Bay-peFied;
LesseFwithlasaid-+9dayTeFiedFLessee'sFightteeatreel•Htis6easeshaNeeFm'mate:F€pessessione[,�- or..,R-r�..,,,---•---.isaetdehveFedwithia
M days after-the-GammeneementDate,-this-Leaseshall eutematieaFlyterrninate-unless En eFegreements-e Feaehedbetweeo-LesseF
and Lessee, hrwFiting.
3.4 Lessee Compliance. Lessor shall not be required to tender possession or the Premises to Lessee until Lessee complies
with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery or such evidence, Lessee shall be required to
perform all of its obligations under this Lease from and atter the Stan Date, including the payment of Rent. notwithstanding Lessor's
election to withhold possession pending receipt ol'such evidence of insurance.
4. Rent.
25E-6
4.1 Rent Defined. All monetary oblieations of Lessee to Lessor under the terms of this Lease (except for the Security
Deposit) are deemed to be rent ("Rent").
42 6ennafxtMen Operating Expeases.-Lesseeskan pay to LesseF dufiflg tketefm hefesFinadditiefite-the Base -Rent
afld.-if-appl{eaJ31r;-Ferzenta<2-Re#-tessee'sSkare-{as'spee+Fed-+fl-?ara�pk-L�-eFeH-6aia#an-urea-ApeFat}ag €speases.-as
hereinafter defined.-during eaeh ealendfiF year eftke wan of this Lease,-4a-aeeerdanee s}-vi-the fene"' na prew{sk}ns:
fa)-=6nmmen Afen Apefaiing Expenses"are deomrdrfaF pxFpases of N}4s Leasr; as all eesisiaeuff 4by LessaF
fetaaog to the ewndfship: epaFauon; }xaaagen}enE--fepair-and fep4aeemeni of-the Shel}pina-fetter;-inalu iia. butnot4ia}itrd-ted the
fe,llewu}e+
+) - The epeFatien. Fe pair and u}aifltenarter. in teat: e-lean.-goed order and condition, and frplaeenxnt as
Feasenably neeessaFy. of, the 441owi: g} fan) the 6afl}mon Areas and Cmmi on hFea 4#proven}eats,-4rt;hud+n� paik4}w__ areas:4ead}tw_ and
anlaad4ag-areas, trash afeasrroadwayn, parkwi ys. walkways. dF+vzways: 4afldseaprd-arras: parld}w_-tat striping.-t}ampeF,. tfrigatif�f}
sysiefosa fetoxtaa Area liuhtitw_-Faril4ties,-Fevers and gates, eer}aars, wet 15 of thrbuildia`s: t}aeldi}>a systr#s end rnaf
dfainage sysErFxsti estefief sigfls and any Lessee direeteFies "any Fire deteetiea and1eF sprink4efsyste+xsFfdty cetxfxeaelertriaak
ptw}tb ng-afld otbef etilid > Sefvk4n- any beihdlft`*-4fl-the Sl}appitw {tram @#i (ee) all g leer aEc4 s and
4atpFovea}er}tsthatafr with}'}x dte e?fEerieF
be undaries of ilia -Shopping ferxef butmo4de of the Prearisesafldlof any othr, space eecupied
by o- Lessee.
(it) The etisterwa{efrgasreleetFieiiy find trtephene wSeMee the C- omen Areas-a#t any milities eat
sepaFatety fneieied.-
—(i4i)--the ees! eFtFask dispnalr prst eettkFei sewiees-pFepefty faanagefxentrseaufity-srrrfErs-and-dx
costs oraayeavtfann}efn}tl-inspeeiien,
— (i+)---NexrefeodabkFesewes sztaside feF eq}dpmea{,-fxait}Er}ta}}ee; repair and Feplaee}nent of6nma}en
Atvets-
}--Real-Prepef{y Vases fasdeFned in Peregraph-4.4
(V+ The eesEel•tbepFeniionsfeF- the iaseFaaae-n}ahneainedbyLessofparsaa#taPaFagfapk9:
- (a+i)--tin}dedaetib{epertieoeraninstaed4esseeneerniagtlw-Baikling-eF.theCentmen-Areas:
vii+)—Aiiditers'-aeeaaateais-' and a4fifneys=fees endeestsretated to the epera6ea of AeSheppi}}pCe#eF
(ice—The fest eFanyeapital lmpreWef ie# to the4W4dingof theShepping C-eoteFm4 eeveFedeaderthe
pFevisiens of Paragraph .3; pravidedr4}ewe.'eFrtk#-LesseF skaH-aNeeatr kkeeast-elanysark}.eapital imprf}vemeat fives the t}sefat 4i fe
ofsafae and Lessee-shan net 4x required to pay-n}efe-than-6essee'sSltarrer-+N3th of ttte annxal-aFlseatieo erEkeeest ersueH capital
t#pFevefflen{ 4flaaygf veafoBRlk:
f b}—{.'L2559Fd1f k'f axnc'S-thl#-tbe-#rkk9def-pFeFak}efl-elany4f!`fPr4aeladed-w1i41FF1 EBfealefl-AFraABeFaki }t?�YBBRSei }S
ExpensesaadReal-PFepe"-T-aaesthal-ofe-speeiFcaliy
banding-ef-Fe-tee-epeFetien; fepaiF-and-mahrEenaaee-+lteFeeFskaN-be-egoitabFy eneea{zd-by-6essoF-te-en-bxildif}gs-in-fl e-Sheppiog
(e)--d:lteine-i+}sienef-+lee-+mpFevemea{s,-fac414iies-and-sePrices-set-feFth-ia-StEbpaeagraph}-4:ia}-sban-ne+-be-dee#ed-te
impose -an-ebhi-,i ieaapan-LasseF+aeither-have-said4mprere+oefaseFfacilitiesef-te-pfaridetheseser-vieesan4esstheSheppingGenteF
Edmadyhasthrsan+erLesseFAfeadypFevide6the seFviees,-eFLr sseFhas-agPeedelsewhefe in this Leasrte-provide-thesa#eeFsen+aef
then}:
(fy—Lessee's Sh}aProf-6esnn+en-Afea-4DpeF"",-Enpenses4s-payable-#enthty-en-the saint e-day-as-the-Rase-Re#-isdue
pefea#ser-!}eameantelsaehpayfinnaisshall-be- based en-LessWsestia+ateekNteannual£elan+eoAfeaBpeFaiing-E)ipenses.7VAthin
9"ays-aftef-the- last day oreaeh-ealendaFyeaf Lesseshowing-Lessee'sshafe
ertkeaetaar6e#mea #eaApefatit .-Expenses-fef the pfeeedingyeaf, 4Lessee's•payments dufiog-saeh yeaFexeeed-Lessee's Shafer
Lessee -shall credit-eke-emeuntersaeh eveP-payme#-against-Lessee's-lkiw epaymews: 41=essee'spayn+eatsdafingsue#}-year-were less
than-Lessee'sshaferLessee-shall-pay-+e-Lesser-tee-ameant ertke+kfteiency-witkin-48days-eheFf#eiirefy�by-Lesser-ie-Lessen-orthe
amoral-Feeene4trimienstate. ;en
(e) if-there-afa-ene-ef-mere-Majef-Lessees-E•as-hefeinaFef-f4elined}-witkin-the-SI}eppi+ 6eatef.-thea-a+-LesseFs-sehe
epkienf theameuntto be-Feimbt}fsedJ}y sael+nv7ajeFLessees+ed-essef-feFaiieFapeftienerthe femmet-AfeaBpef"fig-Expease&may
bedetefeninedby-aliemativeequi+ablepay dineetly-feFilsownseeufity-) and -the net aFamauntpaW
by-sueh-MajeFLessees shad-be-eFedited againsttheC-emmen-AFea ApeFating-Expenses -elleeaied-+e-e{hef-L-essee5-44e-Sheppin
QmeFipfavidedihewevefrthatinsuehevent+hrfentableefeaeFthe-baildit}gs-leased-to-sueli 4ajer-Lessees-shah-be-exEluded-leerathe
25E-7
4.3 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without
offset or deduction (except as specifically permitted in this Lease), on or before the day on which it is due. In the event that any invoice
prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth
in this Lease. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the
actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or
place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not
be a waiver of Lessors rights to the balance of such Rent, regardless of Lessor's endorsement of anv check so stating. In the event that
any check, draft. or other instrument of payment given by Lessee to Lessor is dishonored for any reason. Lessee agrees to pay to Lessor
the sum of $25.00 in addition to any Laie Charge and Lessor. at its option, may require all future Rent be paid by cashiers check.
Payments will be applied first In accrued late charges and attorney's Ices, second to accrued interest. then to Ba;e Rent and Common
Area Operating Expenses. and an,, remaining amount to any other outstanding charges or costs.
S. SeeufityDeposib-Lesser sltAlialeposi+icidt Lesstx upon eserntian hereaf+heSeaarity+Jepasitas seFity +ar 6essee's Faithfa}
perfafmaneeo4its ebligatiansanderthis Lease:--f4Lessee-Fails to pay- Fent ofeti+ewriseDefaults mdeFthisLease-Lessofmay ese,
apply of main all OF any peFtien of said Seeufity Deposit fef the peyfeem of any�ar oust akeadydue LessoFrl'aF Fens whieb will be
doe ifl+hef W.ufe;aadf tiF +a fe+n#btlf-�2 Bf 2ae}pea58te LesSBF +0E-afij=llalitliFy� ei'pl'nie: iB55 Bf fiarRaga Itil+lel+ LesSaF may Sal4ePAF 4nEtlF
by reason +heFeuF-FFLesseFesesefappliesall-f any paRioner+heSecwhyDepesit,-Lesseeshagwithin 1A+laysaFte-, fittenrequest
theFefat,depsskmanteswithLessersuf Eieat+erestoFesaid&cIuFJtyDepesittethe fiNamauatFegeiFedbythisLease:ffthe-@aseRent
ine-Feasesdwifr<the +armo4+his-Lease,-Lessee shall rapeov:Fittenregaes+#amLe55ef,-depesitadditleW-Futieswith.Lessafsathat
the total amount of -Seaufity-l3epasit shah-at-aN +imes beaF-the saFtte pfapoFtiea +a the inafeased $ase -Rear as the initial SaeuFity
Depesi+baretathe-initial Mase ReFa:-Should the AgFeed Use be amended to aaaemmerlate a+aateFial ehatwe iathebusiaess eFLessee
OF -40 aeearamedate-asablessee eFas•;rigaee;�essaFsliall-have the fight+a-ine-Fease theSeeuFityDepesit-ta-the exteat-aeeessaryrtn
LesseFS fea59ABbie fFldgmemr{e-Beeaitttf-fefaay-increased-ttieaf and teat that +be promises may suffeF ash fesul++heFeOf: and/ef any
faaterial-fedaetiea in the emoitwoFthiness eF ffnaneial-eapa,64i+ies e4-the.assignee &F sublessee.-Lessef shall not he requiFed+a keep the
sseaaFity Depasitsepafate lraa+itsgeaeFal accounts. VANn 30 daysaFtef the expiFatian of tefFainat+eae4his LeaserLesseF shah feu+fa
+hat Peftien e44he &EI,16+y Deposit net asedt+F applied by -L %oTe . No partordte SeeuFity Depesi+shAN be earsideFed w be held in +Fast;
to beef inteFesl OF lo be pfepayntentfi faay monies -w be paid by -Lessee andeF tbisLease.
6. Use.
6.1 (a) Agreed Use; Agreed Trade Name. Lessee shall use and occupy the Premises only for the Agreed Use, and
for no other use or purpose without Lessor's prior written consent, and Lessee shall operate at the Premises only under the Agreed Trade
Name and under no other trade name without Lessor's prior written consent. Lessee shall not use or permit the use of the Premises in a
manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants or or causes damage to neighboring premises
or properties. Other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish,
or reptiles. Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, or
to the Agreed Trade Name. If Lessor elects to withhold consent, Lessor shall within 14 days after such request give written notification
or same, which notice shall include an explanation or Lessor's objections to the change in the Agreed Use and/or Agreed Trade Name.
(b) Continuous Operation. Lessee shall continuously (i) operate and conduct the Agreed Use under the Agreed
Trade Name within the entire Premises in a reputable manner and in conformity with industry standards of practice prevailing in the
field or business -among mefebeats eri<aged-in-tke carne-eFsi+niiaF-basiaess4n-the city-in-wkieh-the-Pseetisesare Jeeated,-(il)-sis#F the
Premises with-sa€heieatsales-parsenae�steeltthe Prentiseswith-adequate-menchandiw-o" ettereiseieuad�bttsiaess-praetiees se -este
maximiee-6ress-Sales-A4 a aritrawmr£essee-shah-lxep+hrFavaises-eattttnaeusly-epen fef-business-Monday-threagh-€riday4am
400 a.arta-H80-p:m; Saturday-frem9;0B am -+ is P:frl
(c) Violations of Exclusive Use Rights. Lessee acknowledges that Lessor may grant, or may have previously
granted, exclusive use rights to other Lessees of the Shopping Center and agrees that a material consideration to Lessor in entering into
this Lease is Lessee's covenant to limit its use of the Premises to the Agreed Use under the Agreed Trade Name as set forth above.
Lessee's violation of exclusive use rights granted to other Lessees of the Shopping Center will result in Lessor suffering irreparable harm
and, therefore, in addition to all other rights and remedies available to Lessor, Lessor may seek to enjoin Lessee's breach of such covenant
and Lessee shall be liable for any damages incurred or sustained by Lessor to such other Lessees whose exclusive use rights are breached
by Lessee. In no event shall Lessor be liable to Lessee for any failure of any other Lessees of the Shopping Center to operate their
businesses, or for any loss or damage that may be occasioned by or through the acts or omissions of other Lessees or third parties.
(d) Other Tenancies. Lessor reserves the absolute right to establish procedures to control other tenancies in the
Shopping Center. Regardless of whether any specific Lessees are shown on any site plan attached hereto, Lessee does not rely on that
fact, nor does Lessor represent that any specific Lessee or number or type of Lessees shall or shall not during the Term occupy any
Portion of the Shopping Center, nor does Lessee rely on any other Lessee operating its business in the Shopping Center al any particular
time or times. Further, no conduct by any Lessee, sublessee or other occupant of, or any customer of, or any supplier to or use of any
25E-8
portion of the Shopping Center shall constitute an eviction, constructive or otherwise, of Lessee from Line Premises, and Lessee hereby
waives any and all claims that it might otherwise have against Lessor by reason thereof.
6.2 Hazardous Substances.
(a) Reportable Uses Require Consent. The term "Hazardous Substance' as used in this Lease shall mean any product,
substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other
materials expected to be on the Premises, is either: (i) potentially injurious to the public health, salely or welfare, the environment or
the Premises, (ii) regulated or monitored by any governmental authority. or (iii) a basis for potential liability of Lessor m any
governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include. but not
h limited to. hydrocarbons, petroleum, gasoline. and/or crude oil or any products, by-products or fractions thereof. Lessee shall not
engage in any activity in or on the Premises which constitutes a Repormble Use of Hazardous Substances without the express prior
written consent of Lessor and timely compliance (at Lessee's expense) with all Applicable Requirements. "Reportable Use" shall
mean (i) the installation or use of any above or below ground storage link, (ii) the generation. possession. storage, use, transporhmion,
or disposal ora Hazardous Substance that requires a permit from, or with respect to which a report. notice, registration or business plan
is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of n Hazardous Substance with respect
to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring
properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the
normal course of the Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning
materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the
Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In
addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems
necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability,
including, but not limited to, the installation (and removal on or before Lease expiration or termination) of prolective modifications
(such as concrete encasements) and/or increasing the Security Deposit.
(b) Duty to Inform Lessor. jr Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to
be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shalt immediately give written
notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning
the presence of such Hazardous Substance.
(c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under,
or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply with
all Applicable Requirements and Lake all investigatory and/orremedial action reasonably recommended, whether or not formally ordered
or required, for the cleanup crony contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring
properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto
the Premises during the term of this Lease, by or for Lessee, or any third party.
(d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground
lessor, if any, harmless front and against any and all loss orrents and/or damages, liabilities, judgments, claims, expenses, penalties, and
attorneys' and consultants fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any
third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any
Hazardous Substance under the Premises from areas outside of the Shopping Center not caused or contributed to by Lessee). Lessee's
obligations shall include, but not be limited to, the effects of any contamination or injury to person, properly or the environment created
or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration
or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee
from its obligation.% under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the
time of such agreement.
(e) Lessor Indemnification. Except as otherwise provided in paragraph B.7, Lessor and its successors and assigns shall
indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages,
including the cost of remediation, which are suffered as a direct result of Hazardous Substances on the Premises prior to Lessee taking
possession or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor's obligations,
as and when required by the Applicable Requirements, shall include, but not be limited to, the cost or investigation, removal,
remedialion, restoration and/or abatement, and shall survive the expiration or termination of this Lease.
(t) Investigations and Remediation. Lessor shall retain the responsibility and pay for any investigations or remediation
measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises
prior to Lessee taking possession, unless such remediation measure is required as a result of Lessee's use of the Premises (including
"Alterations", as defined in paragraph 7.3(a) below), in which event Lessee shall be responsible for such payment. Lessee shall cooperate
fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the
Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities.
(g) Lessor Termination Option. Ira Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of
this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof
25E-9
required by the Applicable Requirements and this Lease shall continue in full force and effect. but subject to Lessor's rights under
Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessors option, either (i) investigate and remediate such Hazardous Substance
Condition, if required, as soon as reasonably possible in Lessor's expense, in which event this Lease shall continue in full force and
el7ect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100.000, whichever is
greater, give written notice to Lessee. within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance
Condition. of Lessor's desire to terminate this Lease as of the date 60 days following the date of such notice. In the evem Lessor elects
to give a termination notice. Lessee may. within 10 days thereafter. give written notice to Lessor of Lessee's commitment to pay the
amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times Lite then
monthly Base Rent or 5100,000. whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof
tsithin 30 days following such commitment. In such event, this Lease shall continue in full f•.trce and effect. and Lessorshall proceed to
make such remediation as soon as reasonably possible after the required funds are available. II Lessee does not give such notice and
provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor's
notice of iernni nation.
6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease. Lessee shall. at
Lessee's sole expense, fully, diligently and in a timely manner. comply with all Applicable Requirements, the requirentems of any
applicable fire insurance underwriter or rating bureau, and the recommendations of Lessors engineers and/or consultants which relate
in any manner to such Requirements, without regard to whether said Requirements are now in effect or become effective after the Start
Date. Lessee shall, within l0 days after receipt of Lessor's written request, provide Lessor with copies of all permits and other documents,
and other information evidencing Lessee's compliance with any Applicable Requirements specified by Lessor, and shall immediately
upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation,
warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable
Requirements. Likewise, Lessee shall immediately give written notice to Lessor of: (i) any water damage to the Premises and any
suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (ii) any mustiness or other odors that
might indicate the presence of mold in the Premises.
6.4 Inspection; Compliance. Lessor and Lessor's "Lender" (as delined in Paragraph 29) and consultants shall have the
right to enter into Premises at any time, in the case of an emergency, and otherwise at reusonnble times after reasonable notice, for Lite
purpose of inspecting the condition of the Premises and lar verifying compliance by Lessee with this Lease. The cost of any such
inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see Paragraph
9.1) is found to exist or be imminent. In such case, Lessee shall upon request reimburse Lessor for the cost orsuch inspection, so lone
as such inspection is reasonably related to the violation or contamination. In addition, Lessee shall provide copies of all relevant material
safety data sheets (MSDS) to Lessor within 10 days of the receipt of written request therefor.
7. Maintenance; Repairs, Utility Installations; Trade Fixtures and Alterations.
7.1 Lessee's Obligations.
(a) In General. Subject to tine provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee's
Compliance with Applicable Requirements), 7.2 (Lessors Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee
shall, at Lessee's sole expense, keep the Premises, Utility Installations (intended for Lessee's exclusive use, no matter where located),
and Alterations in good order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of
repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of
Lessee's use, any prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or
facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fixtures, interior walls, interior
surfaces of exterior walls, ceilings, Floors, windows, doors, plate glass, and skylights but excluding any items which are file
responsibility of Lessor pursuant to Paragraph 7.2. Lessee, in keeping the Premises in good order, condition and repair, shall exercise
and perform good maintenance practices, specifically including the procurement and maintenance of the service contracts required by
Paragraph 7.1(b) below. Lessee's obligations shall include restorations, replacements or renewals when necessary to keep the Premises
and all improvements thereon or a part thereof in good order, condition and state of repair.
(b) Service Contracts. Lessee shall, at Lessee's sole expense, procure and maintain contracts, with copies to
Lessor, in customary form and substance for, and with contractors specializing and experienced in the maintenance of the following
equipment and improvements, if any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler and pressure vessels; and
(iii) clarifiers and grease interceptors. Lessor reserves the right. upon notice to Lessee, to procure and maintain any or all of such service
contracts, and Lessee shall reimburse Lessor, upon demand, for tine cost thereof.
(c) Failure to Perform. If Lessee fails to perform Lessee's obligations under this Para -mph 7. 1, Lessor may enter
upon the Premises after 10 days' prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be
required), perform such obligations on Lessee's behalf, and put the Premises in good order, condition and repair, and Lessee shall
promptly pay to Lessor a sum equal to the cost thereof.
(d) Replacement. Subject to Lessee's indemnification or Lessor as set forth in Paragraph 8.7 below, and without
relieving Lessee of liability resulting from Lessee's failure to exercise and perform good maintenance practices, if an item described in
25E-10
Paragraph 7.1(b) cannot be repaired other than at a cost which is in excess of 507o of the cost of replacing such item, then such item
may be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each
month during the remainder or the term or this Lease, on the date on which Base Rent is due, an amount equal to the product of
mulliplying the cost of such replacement by a fraction, the numerator or which is one, and the denominator of which is 144 (i.e. 1/1441h
of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any time
7.2 Lessor's Obligations. Subject in the provisions of Paragraphs 2.2 (Condition). 23 (Compliance). 4.2 (Common Area
Operating Expenses). 6 (Use), 7.1 (Lessee's Obligations), 9 (Damage or Destruction.) and 14 (Condemnation). aA:l-su(ij�-ka
reifl bal`50W ai t4UHUaxt to R� '.Eras h4.—'-. Lessor shall keep in good order. condition and repair the foundations, exterior walls. suvctural
condition of interior bearing walls, exterior roof, lire sprinkler system. Common Arca lire alarm and/or smoke detection systems,
lire hydrants. parkins lots. walkways. parkways, driveways, landscaping, fences, signs and utility systems serving the Common Areas
and all part, lllert'Of, as nr<=1 a'v prilriel-1:, iltd 52Fi'123 iHF {fllr:h kit2Ft ti it EtlfiitHftA rEF2a 9ptFtFktng L:.peftse paFsgavl kit PaF.i:fapl} �f:=.
Lessor shall not be obligated to paint the imerior surfaces of exterior walls nor shall Lessor be obligated to maintain.. repair or replace
windows. doors or plate glass of the Premises all of which shall be performed by Lessee at Lessee's sole expense. Lessee expressly
waives the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease.
7.3 Utility Installations; Trade Fixtures; Alterations.
(a) Definitions. The term "Utility Installations" refers to all floor and window coverings, air and/or vacuum
lines. power panels, electrical distribution. security and fire protection systems, communication cabling. lighting fixtures, HVAC
equipment, plumbing, and fencing in or on the Premises. The term "Trade Fixtures' shall mean Lessee's machinery and equipment that
can be removed without doing material damage to the Premises. The term "Alterations" shall mean any modification of the
improvements, other than Utility Installations or Trade Fixtures. whether by addition or deletion. "Lessee Owned Alterations and/or
Utility Installations" are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant
to Paragraph 7.4(a).
(b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor's prior
written consent. Lessee may, however, make non-structural Alterations and Utility Installations to the interior of the Premises (excluding
the root) without such consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing,
relocatimf, or removing the rooror any existing walls, will not affect Elie electrical, plumbing, HVAC, and/or lire safety systems, and the
cumulative cost thereof during this Lease as extended does not exceed a sum equal to 3 month's Base Rent in the assresnte or a sum
equal to one month's Base Rent in any one year. Notwithstanding the foregoing, Lessee shall not make or permit any roorpenetrations
and/or install anything on the roof without the prior written approval or Lessor. Lessor may, as a precondition to granting such approval,
require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire
to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be
deemed conditioned upon Lessee's: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the
permits and the plans and specifications prior to commencement or the work, and (iii) compliance with all conditions or said permits
and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in
a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as -built plans
and specifications. For work which costs an amount in excess of one month's Base Rent, Lessor may condition its consent upon Lessee
providing a lien and completion bond in an amount equal to 15o% or the estimated cost of such Alteration or Utility Installation and/or
upon Lessee's posting an additional Security Deposit with Lessor.
(c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials rurnished or alleged to have been
furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or materialnums lien
against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days' notice prior to the commencement of any
work in, on or about the Premises, and Lessorshall have the right to post notices of non•responsibility.If Lessee shall contest the validity
of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the
same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. if Lessor shall
require, Lessee shall furnish a surety bond in an amount equal to 1507c of the amount or such contested lien, claim or demand,
indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessors attorneys'
fees and costs.
7.4 Ownership; Removal; Surrender; and Restoration.
(a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all Alterations
and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time,
elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise
instructed per Paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of
this Lease, became the property of Lessor and be surrendered by Lessee with the Premises.
(b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to
the end or the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the
expiration or termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations
or Utility Installations made without the required consent.
25E-11
M Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date,
with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state
of repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have been
prevented by good maintenance practice. Notwithstanding- the foregoing, if this Lease is lar 12 months or less, then Lessee shall
surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear.
Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee Owned Alterations
and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall
also completely remove tram the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee. or any third
party (except Hazardous Substances w hich were deposited via underground migration from areas outside of the Premises). even it such
removal mould require Lessee to perform or pay for work that exceeds statutory requirements. Trade FlxtnrC.i shall remain the propeny
of Lessee and shall tic removed by Lessee. Any personal property or Lessee not reproved on or before the Expiration Date or any earlier
termination date shall be deemed to have been abandoned byLessee and may be disposed of or retained by Lessor as Lessor may desire.
'I he failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent or Lessor shall
constitute it holdover under the provisions of 26 below.
8. Insurance; Indemnity.
8.1 Payment of Premiums. The cost of the premiums for the insurance policies required to be carried by Lessor, pursuant
to Paragraphs 8.2(b), 8.3(a) and 8.3(b), shall be a Common Area Operating Expense. Premiums far paliey pedadseam eneirrg-prier
te; er rtaend+ne-ireyand.-4111 lean of this Lease shall {re prarated to eaircide With the earrespendirw &art sate of C piratiaa Date: Or
evidence or self insured retention in the same amount.
8.2 Liability Insurance.
(a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of
insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage
based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such
insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an
annual aggregate ornot less than $2,000,000. Lessee shall add Lessor as an additional insured by means of an endorsement at leasl.as
broad as the Insurance Service Organization's "Additional Insured -Managers or Lessors or Premises" Endorsement. The policy shall not
contain any intra -insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under
this Lease as an "insured contract" for the performance of Lessee's indemnity obligations under this Lease. The limits of said insurance
shall not limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement on its liability
policy(ies) which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose
insurance shall be considered excess insurance only.
(b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in
addition to, and not in lieu or, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured
therein.
8.3 Property Insurance • Building, Improvements and Rental Value.
(a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of
insurance in the name of Lessor, with loss payable to Lessor, any ground -lessor, and to any Lender insuring loss or damage to the
Premises. The amount of such insurance shall be equal to the full insurable replacement cost of the Premises, as the same shall exist
from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable
value thereof. Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee's personal property shall be insured by
Lessee not by Lessor. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of
direct physical loss or damage (except the perils of Flood and/or earthquake unless required by a Lender), including coverage for debris
removal and the enforcement or any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of
any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu
of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance
coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers
for the city nearest to where the Premises are located.
(b) Rental Value. Lessor shall also obtain and keep in force a policy or policies in the name of Lessor
with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an
additional 180 days ("Rental Value Insurance"). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance
clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12
month period.
(c) Adjacent Premises. Lessee shall pay for any increase in the premiums for the property insurance
of the Building and for the Common Areas or other buildings in the Shopping Center if said increase is caused by Lessee's acts,
omissions, ase er-eeeu paner4ithe-Premises.
to
25E-12
8.4 Lessee's Property; Business Interruption Insurance; Worker's Compensation Insurance.
(a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee's personal
property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage
with a deductible of not to exceed 51.000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the
replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations.
(b) -- --Business lriterruption.-Lessee-shah -obtain-and--o-in, tin -lose of ineerxe and eetra espease
insurance is amounts as VAII o4niburse Lessee far }heat of indira<tlass eFearniags at:ribatable to all perils aaaimoalyirtsured agaiust
kr pFaden lesxesia t x kusiness efLessee PF a tributable to pFeveativa 0 mess to thr PF miles asxtFesu4+ofseals perils.
WorkeV,, C-ampensation Insarenee: Lessee sliall-obteia and ma'inktiff WodeeF'5 CortpensaHon
trtsafanea in saeh aFaairat -a5 may -ba required 1ry-_4ppliaable Regairataenis. Sueh poliey shall inelude a 'Waiver of Su4nigation'
endol, e. o tY1r. Leiiee Shall provide LCiis , vyhh a Eopy Elf Such eatWfseateat alen�- Nith the c_Ftirtz4te 4 iniuraaee OF eoft f4 M2 pdbH�
required Paragraph F..3.
(d) No Representation of Adequate Coverage. Lessor makes no represemation that the limits or hirm.,
of coverage of insurance specified herein are adequate to cover Lessee's property, business operations or obligations under this Lease.
8.5 insurance Policies. Insurance required herein shall be by companies maintaining during the policy term a "General
Policyholders Rating" of at least A- ViI, as set forth in the most current issue of "Best's Insurance Guide", or such other rating as may
be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee
shall, prior to the Stan Date, deliver to Lessor certified copies of policies or such insurance or certificates with copies of the required
endorsements evidencing Elie existence and amounts of the required insurance. No such policy shall be cancelable or subject to
modification except after 30 days prior written notice to Lessor. Lessee shall, at least 10 days prior to the expiration of such policies,
furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereof, or Lessor may order such insurance and
charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of
at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain
the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same.
8.6 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and
relieve the other, and waive their entire right to recover damages against the other, for loss oror damage to its property arising out oror
incident to the perils required to be insured against herein. The effect ol'such releases and waivers -is not limited by the amount or
insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage
insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee. as the case may be, so long
as the insurance is not invalidated thereby.
8.7 Indemnity. Except for Lessor's gross negligence or willful misconduct, Lessee shall indemnity, protect, defend and
hold harmless the Premises, Lessor and its agents, Lessor's master or ground lessor, property manager, partners and Lenders, front and
against any and all claims, loss of: rents and/or damages, liens, judgments, penalties, attorneys' and consultants' fees, expenses and/or
liabilities arising out of, involving, or in connection with, due use and/or occupancy of the Premises by Lessee. irany action or proceeding
is brought against Lessor by reason of any or the foregoing matters. Lessee shall upon notice defend the same at Lessee's expense by
counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such derense. Lessor need not have first paid any
such claim in order to be defended or indemnified.
8.8 Exemption of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lease by
Lessor or its agents, neither Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or
goods, wares, merchandise or other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or
about Elie Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air
quality, the presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances,
plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon
the Premises or upon other portions of the building of which the Premises are a part, or from other sources or places, (ii) any damages
arising from any act or neglect of any other Lessee of Lessor or from the failure of Lessor or its agents to enforce the provisions crony
Either lease in the Shopping Center, or (iii) injury to Lessee's business or for any loss or income or profit therefrom. Instead, it is intended
that Lessee's sole recourse in the event of such damages or injury be to rile a claim on the insurance policy(ies) that Lessee is required
to maintain pursuant to the provisions of Paragraph 8.
9. Damage or Destruction.
9.1 Definitions.
(a) "Premises Partial Damage" shall mean damage or destruction to the improvements on the
Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be repaired in 6 months 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 writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.
(b) "Premises Total Destruction" shall mean damage or destruction to the improvements on the
Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 6
25E-13
months or less from the date of the damage or destruction and/or the cost thereof exceeds a sum equal to 6 month's Base Rent. Lessor
shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or
Total.
(c) "Insured Loss" shall mean damage or destruction to improvements on the Premises, other than
Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the
insurance described in Paragraph 8.3(a). irrespective of any deductible amounts or coverage limits involved.
(d) "Replacement Cost" shall mean the cost to repair or rebuild the improvements owned by Lessor at
the time of the occurrence to their condition existing immediately prior thereto. including demolition. debris removal and upgrading
required by the operation or Applicable Requirements, and without deduction for depreciation.
(e) "Hazardous Substance Condition" shall mean the occurrence or discovery or a condition,
involving the presence of. or a contamination by. a Hazardous Substance. in.. on. or under the Premises or Common Area, which requires
restoration.
9.2 Partial Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs. then Lessor shall, at
Lessor's expense. repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as
reasonably possible and this Lease shall continue in full force and effect. Notwithstanding the foregoing, if the required insurance was
not in force or the insurance proceeds are not sufficient to allect such repair, the Insuring Party shall promptly contribute the shortage
in proceeds as and when required to complete said repairs. In the event, however, such shortage wns due to the fact that, by reason of
the unique nature of the improvements, full Replacement Cost insurance coverage was not commercially reasonable and available,
Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects orthe Premises unless
Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written notice
or such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said 10 day period, the party
responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and
effect. II'such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter
to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this
Lease shall remain in full forceand effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to
reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or
earthquake shall be subject to Paragraph 9 3, notwithstanding that there may be some insurance coverage, but the net proceeds of any
such insurance shall be made available for the repairs if made by either Party.
9.3 Partial Damage - Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused
by agrossly negligent or willful act ol'Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may either: (I)
repair such damage as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect,
or (ii) terminate this Lease by giving written notice to Lessee within 30 days alter receipt by Lessor of knowledge of the occurrence of
such damage. Such termination shall he effective 60 days following the date of such notice. In the event Lessor elects to terminate this
Lease, Lessee shall have the right within 10 days after receipt or the termination notice to give written notice to Lessor or Lessee's
commitment to pay ror the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or
satisfactory assurance thereof within 30 days after making such commitment. In such event this I -ease shall continue in full force and
ef'f'ect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are made available to
Lessor. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the termination notice.
9.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease
shall terminate 60 days following such Destruction. Ir the damage or destruction was caused by the gross negligence or willful
misconduct of Lessee, Lessor shall have the right to recover Lessors damages from Lessee, except as provided in Paragraph 8.6.
9.5 Damage Near End of Term. If at any time during the last 12 months of this Lease there is damage for which the cost
to repair exceeds one month's Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective as of the date of
occurrence orsuch damage by giving a written termination notice to Lessee within 90 days after the date of occurrence of such damage.
Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend ibis Lease and the damage is an Insured Loss,
then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds
(or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is 10 days after Lessee's receipt
or Lessor's written notice purporting to terminate this Lease, or (if) the day prior to the date upon which such option expires. If Lessee
duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in
insurance proceeds, Lessor shall, at Lessor's commercially reasonable expense, repair such damage as soon as reasonably possible and
this Lease shall continue in fullforce and effect. If Lessee fails to exercise such option and provide such funds or assurance during such
period, or if the damage is not an Insured Loss, then this Lease shall terminate on the date specified in the termination notice and Lessee's
option shall be extinguished.
9.6 Damage to Shopping Center. In the event of any damage or destruction to other portions of the Building or to any
other buildings in the Shopping Center, whether insured or uninsured (and whether or not there is also damage or destruction to the
Premises), which cannot reasonably be repaired in 12 months or less from the date of the damage or destruction, Lessor may either (i)
repair such damage or destruction as soon as reasonably possible without expense to Lessee, in which event this Lease shall continue in
12
25E-14
full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 90 days after receipt by Lessor of knowledge
or the occurrence of such damage or destruction. Such termination shall be effective 60 days following the date of such notice.
9.7 Abatement of Rent; Lessee's Remedies.
(a) Abatement. In the event or Premises Partial Damage or Premises Total Destruction or a Hazardous
Substance Condition for which Lessee is not responsible under this Lease, the Base Rem payable by Lessee for the period required for
the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee's use or the Premises
is impaired, but not to exceed the proceeds actually received by Lessor from the Rental Value Insurance. All other obligations of Lessee
hereunder shall he performed by Lessee, and Lessor shall have no liability for any such damage. destruction. remediation. repair or
restoration except as provided herein.
(b) Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(2) or
Paragraph 9. an equitable adjusunent shall be made concerning advance Base Rent and any m1wr advance payments made by Lessee to
Lessor. Lessor shall. in addition, return to Lessee so much of Lessee's Security Deposit as has not been. or is not then required to he.
used by Lessor.
to. Real Property Taxes.
10.1 Definition. As used herein, the term "Real Property Taxes' shall include any form orassessment; real estate, general,
special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond;
and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Shopping Center, Lessor's right to other
income therefrom, and/or Lessor's business of leasing, by any authority having the direct or indirect power to tax and where the funds
are generated with reference to the Shopping Center address and where the proceeds so generated are to be applied by the city, county
or other local taxing authority of ajurisdiction within which the Shopping Center is located. The term "Real Property Taxes" shall
also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events occurring during the term
of this Lease, including but not limited to, a change in the ownership of the Shopping Center, (ii) a change in the improvements thereon,
and/or (iii) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease. In calculating Real
Property Taxes for any calendar year, the Real Property Taxes for any real estate tax year shall be included in the calculation of Real
Property Taxes for such calendar year based upon the number ordays which such calendar year and lax year have in common.
10.2 Payment of Taxes. Except as otherwise provided in Paragraph 10.3, Lessor shall pay the Real Property Taxes
applicable to the Shopping Center, and -said -payments -shall -be sae/aded-in-the eaWatfua of Common-{trea 8per�ting-£,lpettses-ia
ac-eerdanee with-the-raevisians of paragraph 3 �2:
10.3 Additional Improvements. Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the time
Gem all Area-9peratiag-Fxpea5es-are-payable-oader paragraph -4' ' the entirety of any increase in Real Property Taxes it' assessed
solely by reason of Alterations, Trade Fixtures or Utility Installations the
upon the Premises by Lessee or at Lessee's request, or by
reason of any alterations or improvements to the Premises made by Lessor subsequent to the execution of this Lease by the Parties.
10.4 hinE-AssessnteeE-lflhe-Building-is-nelsepafatelyassessed-seal-Pfaf ftyT-aiiesa imatedto-thel3eildingsil"be
atregoitnblefxeper-tienefthe-ReaFp erty-a'axes-feFaN-oftheland-andi preveimm"ehide"thinthe-tax-panel-assessedrseeh
proportion4eke-determined by4:esseFfrem- the respeei:. oes-verk-sheets- FsaehotbeMnferrnaNea
as -maybe reasamabiy-available—L-esser's-reaseaable-determinntien thereefrin.aeed-faith.-shA be eeneansive:
10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee
Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the
Premises. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings,
equipment and all other personal property to be assessed and billed separately from the real property o1' Lessor. If any of Lessee's said
properly shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxa attributable to Lessee's property within 10 days
after receipt ora written statement setting forth the taxes applicable to Lessee's property.
I1. Utilities and Services. Lessee shall pay for all water, gas, heat, light, power, telephone, Gash dispesal and other utilities and
services supplied to the Premises, together with any taxes thereon. To-the-exte#-axy-saeh�ttiftties-andJar-serviees-areihat-separately
File! eredrL-essee shaN-payLessee',�arelhereef+n-aeeerph 4,4, if
at any time in Lessor's sole judgment, Lessor determines that Lessee is using a disproportionate amount of water, electricity or other
commonly metered utilities, or that Lessee is generating such a large volume of trash as to require an increase in the size of the trash
receptacle and/or an increase in the number of limes per month that it is emptied, then Lessor may increase Lessee's Base Rent by an
amount equal to such increasedcosts. There shall be no abatement or Rent and Lessor shall not be liable in any respect whatsoever for
the inadequacy, stoppage, interruption or discontinuance orally utility or service due to riot, strike, labor dispute, breakdown, accident,
repair or other cause beyond Lessors reasonable control or in cooperation with governmental request or directions.
12. Assignment and Subletting.
12.1 Irssor's Consent Required.
13
25E-15
(a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively,
"assign or assignment"). license orsubletall or any part al' Lessee's interest in this Lease or in the Premises without Lessor's prior
written consent.
(b) Unless Lessee is a corporation and its stock is publicly traded or, a national stock exchange, a change in (fie
control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting
control of Lessee shall constitute a change in control for this purpose
(c) The involvement of Lessee or its assets in any transaction, or series of transactions by way of merger, sale.
acquisition, financing. transfer, leveraged buy-out or otherwise. which results or will result in a reduction of the Net worth of Lessee
by an amount greater than 25% of such Net worth as it was represented at the time of' the execution of [his Lease or at the time of the
most recent assignment to which Lessor has consented, or as it exists immediately prior to said transnedon or transactions constituting
such reduction., whichever was or is greater. shall be considered an ass'ienmert of this Lease to which Lessor may withhold its consent
"Net Worth of Lessee" shall mean the net worth of Lessee (including any guarantors) established under generally accepted accounting
principles
(d) An assignment or subletting without consent shall, at Lessors option, be a Delauli curable alter notice per
Paragraph 13.1(c), or a non -curable Breach without the necessity orally notice and grace period. Il Lessor elects to treat such unapproved
assignment or subleuing as a non -curable Breach. Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase
the monthly Base Rent to 1107, of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed
and nun -fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted
rent.
(e) Lessee's remedy lir any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or
injunctive relief'.
M Lessor may reasonably withhold consent to a proposed assignment or subletting illessee is in Default at the
time consent is requested.
(g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feat or less, to
be used by a third party vendor in connection with (he installation ora vending machine orpayphonc shall not constitute asublettine.
12.2 Terms and Conditions Applicable to Assignment and Subletting.
(a) Regardless of Lessor's consent, no assignment or subleuing shall: (i) be effective without the express written
assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee or any obligations hereunder,
or (iii) alter the liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee.
(b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending
approval or disapproval of an assignment. Neither a delay in the approval or disapproval or such assignment nor the acceptance of
Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach.
(c) Lessors consent to any assignment or subletting shall not constitute a consent to any subsequent assignment
or subletting.
(d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors
or anyone else responsible for lite performance of Lessee's obligations under this Lease, including any assignee or sublessee, without
First exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor.
(e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information
relevant to Lessors determination as to the financial and operational responsibility and appropriateness of the proposed assignee or
sublessee, including but not limited to the intended use and/or required modification or the Premises, if' any, together with a fee of
51,000.00 as consideration for Lessors considering and processing said request. Lessee agrees to provide Lessor with such other or
additional information and/or documentation as may be reasonably requested. (See also Paragraph 35)
(f) Any assignee of, or sublessee under, this Lease shall, by reason oraccepting such assignment, entering into
such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform
and comply with each and every term, covenant, condition and obligation herein to be observed orperrormed by Lessee during the term
of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment orsublease
to which Lessor has specifically consented to in writing.
(g) Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option
granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing.
12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any
subletting by Lessee of all or any part of the Premises and shall be deemed to be included in all subleases under this Lease whether or
not expressly incorporated therein:
(a) Lessee hereby assigns and transfers to Lessor all 01' Lessee's interest in all Rent payable on any sublease, and
Lessor may collect such Rent and apply same toward Lessee's obligations under this Lease; provided, however, that until a
Breach shall occur in the performance of Lessee's obligations, Lessee may collect said Rent. In the event that the amount
collected by Lessor exceeds Lessee's then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not, by
reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee
14
25E-16
for any failure of Lessee to perform and comply with any of Lessee's obligations to such sublessee. Lessee hereby irrevocably
authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance
of Lessec's obligations under this Lease, to pay to Lessor all Rent due and to become due under file sublease. Sublessee shall rely upon
any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists,
notwithstanding any claim from Lessee to the contrary.
(b) in the event of n Breach by Lessee. Lessor may, at its option, require sublessee to acorn to Lessor, in which
event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise or said option to the
expiration of such sublease: provided. however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee
to such sublessor or for any prior Defaults or Breaches of such sublessor.
(c) Any matter requiring the consent of the sublessor under a sublease shed[ also require the consent of Lessor.
(d) No suh!cssee shall further assign or sublet all or any part of the Premises without Lessor's prior written
consent.
13. Default; Breach; Remedies.
13.1 Default; Breach. A "Default" is defined as a failure by the Lessee to comply with or perform any of the terms,
covenants, conditions or Rules and Regulations under this Lease. A "Breach" is defined as the occurrence of one or more of the
following Defaults, and the failure of Lessee to cure such Default within any applicable grace period:
(a) The vacating or abandonment of the Premises. Lessee shall be deemed to have vacated the Premises if Lessee
ceases to continuously operate its business in the Premises for a period of 5 consecutive days.
(b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee
hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to full ill any
obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 5 days fallowing
written notice to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT
SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER
POSSESSION OF THE PREMISES.
(c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste;
act or acts constituting public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for
a period of 5 days following written notice to Lessee.
(d) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable
Requirements, (i!) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate
or financial statements, (v) a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document
requested under Paragraph 40, (viii) material data safety sheds (MSDS), or (ix) any other documentation or information which Lessor
may reasonably require or Lessee under the terms of this Lease, where any such failure continues for a period of 10 days following
written notice to Lessee.
(e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules
adopted under Paragraph 2.9 hereor, other than those described in subparagraphs 13.1(x), (b), (c) or (d), above, where such Default
continues for a period of 30 days after written notice; provided, however, that if the nature ofLessee's Default is such that more than 30
days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day
period and _thereafter diligently prosecutes such cure to completion.
(1) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for
the benefit of creditors; (ii) becoming a "debtor" as defined in I I U.S.C. § 101 or any successor statute thereto (unless, in the case of a
petition filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of
substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee
within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee's assets located at the Premises
or or Lessee's interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in the event that any
provision of this subparagraph is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity
of the remaining provisions.
(g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially
false.
(h) If the performance of Lessers obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii)
the termination or attempted termination of a Guarantor's liability with respect to this Lease other than in accordance with the express
terms of such guaranty, (iii) a Guarantor's becoming insolvent or the subject ora bankruptcy filing, (iv) a Guarantors refusal to honor
the guaranty, or (v) aGuaranlor's breach of its guaranty obligation on an anticipatory basis, and Lessee's failure, within 30 days following
written notice of any such event, to provide written alternative assurance or security, which, when coupled with the then existing
resources of Lessee, equals or exceeds the combined financial resources orLessee and the Guarantors that existed at the time of execution
of this Lease.
Is
25E-17
13.3 Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice
(or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including
but not limited to the obtaining of reasonably required bonds, insurance policies. or governmental licenses. permits or approvals. Lessee
shall pay to Lessor an amount equal to the costs and expenses incurred by Lessor in such performance upon receipt oran invoice therefor.
In the event of a Breach, Lessor may, with or without further notice or demand, and without limitine Lessor in the exercise of any right
or remedy which Lessor may have by reason of such Breach:
(a) Terminate Lessee's right to possession of the Premises by any lawful means. in which case this Lease shall
terminale and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee:
(i) the unpaid Rent which had been earned at the time of termination. (til the worth at the time of award of the amount by which the
unpaid Rent which would have been earned alter termination until the time of award exceeds the amount ol'such rental loss that Lessee
proves could have been reasonably avoided: (iii) the worth at the time of award or the amount by which the unpaid Rent lift the balance
of the tern after the time of award exceeds the amount of such rental loss that Lessee proves could be reasonably avoided: and (iv) any
other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligations
under this Lease or which in the ordinary course of things would be likely to result therefrom. including but not limited to the cost of
recovering possession of the Premises, expenses or re -letting, including necessary renovation and alteration of the Premises, reasonable
attorneys' fees. and that portion orany Leasing commission paid by Lessor in connection with this Lease applicable to the unexpired
term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence
shall be computed by discounting such amount at the discount rate orthe Federal Reserve Bank of the District within which the Premises
are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall
not waive Lessor's right to recover any damages to which Lessor is otherwise entitled. Ifterminetion of this Lease is obtained through
the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as
are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period
required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the
unlawful detainer statute shall also constitute the notice required by Paragraph 13. 1. In such case, the applicable grace period required
by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater
of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies
provided for in this Lease and/or by said statute.
(b) Continue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event
Lessee may sublet or assign, subject only to reasonable limitations. Acts or maintenance, efforts to re -let, and/or the appointment of a
receiver to protect the Lessor's interests, shall not constitute a termination of the Lessee's right to possession.
(c) Pursue any other remedy now or hereafter available under the laws orjudicial decisions of the state wherein
the Premises are located. The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not
relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or
by reason or Lessee's occupancy of the Premises.
13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, or for the giving or paying by Lessor
to or for Lessee of any cash or other bonus, inducement or consideration for Lessee's entering into this Lease, all of which concessions
are hereinafter referred to as "Inducement Provisions", shall be deemed conditioned upon Lessee's full and faithful performance of all
of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall
automatically be deemed deleted from this Lease and or no further force or effect, and any rent, other charge, bonus, inducement or
consideration theretofore abated, given orpaid by Lessorundersuch an Inducement Provision shall be immediately due and payable by
Lessee to Lessor, subject to the timely, subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure or the
Breach which initialed the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless
specifically so stated in writing by Lessor at the time of such acceptance.
13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee Of Rent will cause Lessor to incur costs not
contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited
to, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent
shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee
shall immediately pay to Lessor a one-time late charge equal to 10% of each such overdue amount or $100, whichever is greater. The
parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late
payment. Acceptance orsuch late charge by Lessor shall in no event constitute a waiver of Lessee's Default or Breach with respect to
such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge
is payable hereunder, whether or not collected, fora consecutive installments of Base Rent, then notwithstanding any provision of this
Lease to the contrary, Base Rent shall, at Lessors option, become due and payable quarterly in advance.
13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due
shall bear interest from the 31st day after it was due. The interest ("Interest") charged shall be computed at the rate of 1090 per annum
but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in
Paragraph 13.4.
16
25E-18
13.6 Breach by Lessor.
(a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable
time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event
be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for
such purpose. of written notice specifying wherein such obligation or Lessor has not been performed: provided. however. that il'the
nature of Lessors oblieation is such that more than 30 days are reasonably required for its performance. then Lessor shall not be in
breach if performance is commenced within such 30 day period and therearwrdiligeutly pursued to completion. Under no circumstances
shall Lessee have the right to terminate the Lease as a result of Lessor's breach or alleged breach of the Lease.
(b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach
%viihin 30 days alter receip: of said notice. or if having commmnced said cure they do not diligently pursue it to completion; then Lessee
may upon. 30 days prior written notice to Lessor. elect to cure said breach at Lessee's cxpcnsc. and should Lessor fail or refuse to
reimburse Lessee for the actual, itemized, third -party cost of such cure within 30 days following Lessor's receipt of Lessee's itemized
invoice for same. Lessee may offset from Base Rent the actual and reasonable cost to perforin such cure, provided however, that such
offset shall not exceed an amount equal to the greater of one months Base Rent or the Security Deposit. reserving Lessees right to
reimbursement from Lessor for any such expense in excess of such offset.
14. Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat
of the exercise orsaid power (collectively "Condemnation"), this Lease shall terminate as to the part taken as of the date the condemning
authority takes title or possession, whichever first occurs. If more than 10% of the floor area of the Premises is taken by Condemnation,
Lessee may, at Lessee's option, to he exercised in writing within 20 days after Lessor shall have given Lessee written notice or such
taking (or in the absence of such notice, within 20 days after the condemning authority shall have taken possession) terminate this Lease
as of the date the condemning authority takes such possession. B'Lessee does not terminate this Lease in accordance with the foregoing.
this Lease shall remain in full force and effect as to the portion or the Premises remaining, except that the Base Rent shall be reduced in
proportion to the reduction Rentable Area of the Premises caused by such Condemnation. Condemnation awards and/or payments shall
he the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the
pan taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation paid by the condemner for
Lessee's relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated
pursuant to the provisions of this Paragraph- All Alterations and Utility Installations made to the Premises by Lessee, for purposes of
Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is
payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the
Premises caused by such Condemnation to the extent of the Condemnation Award actually received by Lessor, irany.
15. Brokerage.
15.1 Representations and Indemnities or Broker Relationships. Lessee and Lessor cacti represent and warrant to the
other that it has had no dealings with any person, firm, broker or finder (other than the Brokers, if any) in connection with this Lease,
and that no one other than said named Brokers is entitled to any commission or finder's fee in connection herewith. Lessee and Lessor
do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges
which maybe claimed by any such unnamed broker, finder cr other similar party by reason of any dealings or actions of the indemnifying
Party, including any costs, expenses, attorneys' fees reasonably incurred with respect thereto.
16. Estoppel Certificates,
(a) Lessee (as "Responding Party") shall within 10 days after written notice from Lessor (the "Requesting Party")
execute, acknowledge and deliver to the Requesting Party an estoppel statement or certificate in writing in the form designated by Lessor
(or Lessor's Lenderor purchaser), plus such additional information, confirmation and/or statements as may be reasonably requested by
the Requesting Party.
(b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the
Requesting Party may execute an Estoppel Certificate siting that: (i) the Lease is in full force and effect without modification except
as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party's performance, and (iii) not
more than one month's rent has been paid in advance. Prospective purchasers and encumbrances may rely upon the Requesting Party's
Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Cerlilicate. In
addition, Lessee acknowledges that any failure on its part to provide such an Estoppel Certificate will expose Lessor to risks and
potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will he extremely difficult to ascertain.
Accordingly, should Lessee fail to execute and/or deliver a requested Estoppel Certificate in a timely fashion the monthly Base Rent
shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to f o% or the then existing Base
Rent or $100, whichever is greater for remainder of the Lease. The Parties agree that such increase in Base Rent represents fair and
reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to provide the Estoppel
17
25E-19
Certificate. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to
provide the Estoppel Certificate nor prevent the exercise orally of the other ri;=hts and remedies granted hereunder.
(c) If Lessor desires to finance, ref inance. or sell the Premises, or any part thereof. Lessee and all Guarantor shall within
10 days after wri lien notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as
may be reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the past 3 years.
All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the
purposes herein set lorth.
17. Definition of Lessor. The term "Lessor" as used herein shall mean the owner or owners at the time in question of
the fee title to the Premise;, or, if this is a sublease. of the Lessee's interest in [lie prior lease. In the even; ora transfer of Lessor's title
or interest in the Premises or this Lease. Lesso, shall deliver to the vansferee or assignee (in cash or by credit) any unused Security
Deposit held by Lessor. Upon such transfer or assignment and delivery nr the Security Deposit. as aforesaid. the prior Lessor shall be
relieved of all liability with respect to tine obligations and/or covenants under this Lease thereafter to be perlormed by the Lessor.
Subject to the foregoing. the obligations and/or covenants in this Lease to be performed by the Lessor shall lie binding only upon the
Lessor as hereinabove defined.
18. Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction. shall in no way
affect the validity orally other provision hereof.
19. Days. Unless otherwise specifically indicated to the contrary. the word "days" as used in this Lease shall mean and refer to
calendar days.
20. Limitation on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor, or its
partners, members, directors, officers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the
satisfaction of any liability nl' Lessor with respect to this Lease, and shall not seek recourse against Lessor's partners, members, directors.
officers or shareholders, or any of their personal assets for such satisfaction.
21. Time of Essence. Time is or the essence with respect to the performance of all obligations to be performed or observed by the
Parties under this Lease.
22. No Prior or Other Agreements. This Lease contains all agreements between the Parties with respect to any matter mentioned
herein, and no other prior or contemporaneous agreement or understanding shall be effective.
23. Notices.
23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may
be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail,
with postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this
Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of
notices. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee's taking possession
of the Premises, the Premises shall constitute Lessee's address for notice. A copy of all notices to Lessor shall be concurrently transmitted
to such party or parties at such addresses as Lessor may front time to time hereafter designate in writing.
23.2 Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the
date of delivery shown on the receipt card, or it no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall
be deemed given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United
States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours after delivery of the same to
the Postal Service or courier. Notices transmitted by facsimile transmission or similar means shall be deemed delivered upon telephone
confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If
notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.
24. Waivers. No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed
a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other
term, covenant or condition hereof. Lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining
of Lessor's consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the
provision or provisions of this Lease requiring such consent. The acceptance of Rent by Lessor shall not be a waiver orany Default or
Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding
any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of
no force or effect unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment. THE TERMS OF
In
25E-20
THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE
PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE E\TENT THAT S UCH STATUTE IS INCONSISTENT WITH
THIS LEASE.
25. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or
termination of this Lease. In the event that Lessee holds over, then the Base Rem and Percentage Rent Rate shall be increased to 150%
of the Base Rent and Percentage Rent Rate applicable immediately preceding the expiration or termination. Nothing contained herein
shall be construed as consent by Lessor to any holding over by Lessee.
26. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible. be cumulative
with all other remedies at law or in equity.
27. Construction of Agreement. In construing. this Lease, all headings and titles are for the convenience of the Paries only and
shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This
Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole. as if both Parties
had prepared it. -
28. Binding Effect; Choice of Law. This Lease shall be binding upon the parties, their personal representatives, successors and
assigns and he governed by the laws oflhe State in which the Premises are located. Any litigation between the Parties hereto concerning -
this Lease shall be initiated in the county in which the Premises are located.
29. Subordination; Attornmenh Non -Disturbance.
29.1 Subordination. This Lease shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other
hypothecation or security device (collectively, "Security Device"), now or hereafter placed upon the Premises, to any and all advances
made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such
Security Devices (in this Lease together referred to as "Lender") shall have no liability or obligation to perform any of the obligations
of Lessor under this Lease. Any Lender may elect to have this Lease superior to the lien of its Security Device by giving written notice
thereof to Lessee, whereupon this Lease shall be deemed prior to such Security Device, notwithstanding the relative dates of the
documentation or recordation thereof.
29.2 Attornment. In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon
the foreclosure or termination of a Security Devise to which this Lease is subordinated (i) Lessee shall, subject to the non -disturbance
provisions of Paragraph 29.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and
provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will
automatically become a new lease between Lessee and such new owner, and (ii) Lessor shall thereafter be relieved of any further
obligations hereunder and such new owner shall assume all of Lessor's obligations, except that such new owner shall not: (a) be liable
for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject to any
offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month's rent, or (d)
be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner.
29.3 Non -Disturbance. With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee
shall execute and deliver to Lessor a commercially reasonable non -disturbance agreement (a "Non -Disturbance Agreement") from the
Lender which Non -Disturbance Agreement provides that Lessee's possession of the Premises, and this Lease, including any options to
extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises.
Within 60 days after the execution of this Lease, Lessor shall, if requested by Lessee, use its commercially reasonable efforts to obtain
a Non -Disturbance Agreement from the holder of any pre-existing Security Device which is secured by the Premises. In the event that
Lessor is unable to provide the Non -Disturbance Agreement within said 60 days, then Lessee may, at Lessee's option, directly contact
Lender and attempt to negotiate for the execution and delivery of a Non -Disturbance Agreement.
29.4 Self -Executing. The agreements contained in this Paragraph 29 shall be effective without the execution of any further
documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing
of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document
any subordination, attornment and/or Non -Disturbance Agreement provided for herein.
30. Attorneys' Fees. If any Party brings an action or proceeding involving the Premises whether founded in tort, contractor equity,
or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be
entitled to reasonable attorneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such
action or proceeding is pursued to decision orjudgment. The term "Prevailing Party" shall mean a Party who substantially obtains or
defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party of
its claim or defense. The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to
19
25E-21
fully reimburse all attorneys' fees reasonably incurred. In addition, Lessor shall been I itled to attorneys' fees, costs and expenses incurred
in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is
subsequently commenced in connection with such Default or resulting Breach (5200 is a reasonable minimum per occurrence for such
services and consultation).
31. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter the Premises at any
time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same
to prospective purchasers, lenders, or Lessees. and making such alterations. repairs. improvements or additions to the Premises as Lessor
may deem necessary or desirable and the erecting. using and maintaining of utilities. services-, pipes and conduits through the Premises
and/or other premises as long as (here is no material adverse effect or. Lessee's use of dre Premises. All such activities shall be without
abuenler.t 01' real or lability to Lessee,
32. Auctions. Lessee shall not conduct. nor permit to be conducted, any auction upon (he PremisC> without Lessor's prior written
consent, which consent shall be granted or denied at Lessor's sole discretion.
33. Signs. Lessor may place on the Premises ordinary "For Lease' signs during the last 6 months of the term hereof. All signs
must comply with all Applicable Requirements. Lessee shall not place, construct, or maintain on the glass panes or supports of the show
windows or the Premises, the doors, exterior walls or the roof of the Building, or anywhere else within the Shopping Center outside of
the Premises, or on any interior portions of the Premises that are visible from the exterior of the Premises, any signs, advertisements,
names, insignia, trademarks, descriptive material or any other items without Lessor's prior written consent, which consent shall be
granted or denied at Lessor's sole discretion. Lessor shall designate the si7c, shape, color, design, and location of all exterior signs) to
be installed by Lessee. and Lessee shall, at Lessee's sole cost and expense, fabricate, construct and install all such sign(s) in full
compliance with Lessor's designation and in accordance with the Sign Criteria for the Shopping Center attached hereto, if any. Lessee
agrees to submit plans and specif ications for Lessee's sign(s) for Lessor's written approval within 30.days after the full execution hereof
and to install such sig(s) prior to opening for business at the Premises. Lessor, at Lessee's cost, may remove any item placed,
constructed or maintained in. upon or about lite Premises or Shopping Center which does not comply with this paragraph. Lessee shall
have the right to install lettering designating Lessee's business, on both sides crone panel of the pylon signage along Harbor Blvd at
Lessee's expense; with Lessor's approval of location. size, style and color. All signs that are permanently attached to the Premises or
Building shall become the property of Lessor at the expiration or earlier termination hereof: provided, however, that Lessee shall
promptly remove all such signs if Lessor so elects, and Lessee shall promptly repair all damage caused by such removal. Lessee shall
not place, construct or maintain in, upon or about the Premises any search lights, flashing lights, loudspeakers, phonographs or other
visual or audio media.
34. Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease
by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically
terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing
subtenancies. Lessor's failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such
lesser interest, shall constitute Lessors election to have such event constitute the termination of such interest.
35. Consents. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the
other Party, such consent shall not be unreasonably withheld or delayed. In those express instances where consent is within the sole
discretion of a party, the party shall have no obligation to adhere to a standard of reasonableness. Lessors actual reasonable costs and
expenses (including but not limited to architects, attorneys', engineers' and other consultants' fees) incurred in the consideration of, or
response to, a request by Lessee for any Lessor consent, including but not limited 10 consents to an assignment, a subletting or the
presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor.
Lessor's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this
Lease exists, nor shall such consent be deemed a waiver orally then -existing Default or Breach, except as may be otherwise specifically
stated in writing by Lessor at lite time of such consent. The failure to specify herein any particular condition to Lessor's consent shall
not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to
the particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other
hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in
reasonable detail within 10 business days following such request.
36. Guarantor.
36.1 Execution. The Guarantors, if any, shall each execute a guaranty of lease in the form prescribed by Lessor.
30
25E-22
36.2 Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a)
evidence of the execution of the guaranty, including the authority or the party signing on Guarantor's behal I'to obligate Guarantor, and
in the case ora corporate Guarantor. a certified copy of a resolution of its board of directors authorizing the making of such guaroray.
(b) current financial statements, (c) an Estoppel Certificate, or (d) written confirmation that the guaranty is still in effect.
37. Quiet Possession. Subject to payment by lessee of the Rent and performance orall of the covenants, conditions and provisions
on Lessee's part to be observed and performed under this Lease. Lessee shall have quiet possession and quiet enjoyment orthe Premises
during the term hereof.
38. Options. If Lessee is granted any Option. as defined below. then the following provisions shall apply.
38.1 Definition "Option" shall mean: (a) the rieht to extend or reduce the term of or renew this Lease or to extend of
reduce the term of or renew any lease that Lessee has on other properly of Lessor: and (b) the right of firs; refusal or lint offer to lease
either the Premises or other property of Lessor:
38.2 Options Personal To Original Lessee, Any Option granted to lessee in this Lease is personal to the original Lessee,
and cannot be assiened or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession
of the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assi,ming or sublet ins.
38.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option
cannot he exercised unless the prior Options have been validly exercised.
38.4 Effect of Default on Options.
(a) Lessee shall have no right to exercise an Option: (1) during the period commencing with the giving of any
notice of Default and continuing until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether
notice thereof is given Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been -given 3
or more notices ofseparate Default, whether or not the Defaults are cured, during the Term of the Lease.
(b) The period or time within which an Option may be exercised shall not be extended or enlarged by reason of
Lessee's inability to exercise an Option because of the provisions or Section 38.4(a).
39. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost orguard
service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all
responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties. While
Lessor does not assume any responsibility to provide any security treasures or any liability for failure to provide security measures or
for any inadequacy thereof, Lessor shall have the authority to institute or continue such security measures as Lessor in its sole discretion
deems necessary or appropriate from time to time, the cost and expenses of which shall be considered Common Area Operating
Expenses.
40. Reservations. Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such easements, rights and
dedications that Lessor deems necessary, (ii) to cause the recordation of parcel maps and restrictions, and (iii) to create and/or install
new utility raceways, so long as such easements, rights, dedications, maps, restrictions, and utility raceways do not unreasonably
interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate
such rights.
41. Building Planning. Lessor shall have the right m any time or limes, upon giving Lessee not less than 60 days prior written
notice, to provide and furnish Lessee with space of comparable visibility located elsewhere within any of the buildings within the
Shopping Center and to trove Lessee into such new space, provided that the usable area of such new space is not less than the usable
area of the Premises and provided that all of Lessee's reasonable out -or -pocket moving expenses (including but not limited to the cost
of moving Lessee's personal property, the cost of reprinting Lessee's stationery or other business materials with the new address, and
the cost to relocate and reinstall Lessee improvements and Lessee's telecommunications and computer equipment) shall be paid by
Lessor, and provided further that Lessor shall construct at Lessors expense such improvements to such new space as shall be necessary
to place it in a condition that is substantially comparable to the Premises. Except as provided in the immediately preceding sentence,
Lessor shall have no obligation to improve such space or pay any other expenses incurred by Lessee as a result of such relocation. On
such relocation, the terms and conditions of this Lease shall remain in full force and effect, including but not limited to the Base Rent
payable hereunder and Lessee's Share (even if the usable area of such relocated Premises is in excess of the usable area of the Premises),
except that the Premises shall be in such new location. Upon Lessor's request, the Parties shall execute an amendment to this Lease in
form required by Lessor confirming the relocation of the Premises to such new location. If the new space does not meet with Lessee's
approval, which approval Lessee shall give or withhold in accordance with Paragraph 35, Lessee shall have the right to cancel this Lease
by giving Lessor written notice thereof within 15 days of receipt of Lessors notification of its intent to relocate Lessee. Lessens failure
to give such notice within such 15 day period shall be deemed Lessee's approval of the new space. If Barely notice is given by Lessee,
21
25E-23
then this Lease shall terminale unless Lessor rescinds Lessor's prior notice of its intent tore locale Lessee within 10 days after Lessor's
receipt of Lessee's notice of cancellation.
43. Authority; Multiple Parties; Execution.
(a) If either Party hereto is a corporation. oust, limited liability company, partnership. or similar entity, each individual
executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease
on its behalf. Each Party shall, within 30 days alter request. deliver to the other Party satisfactory evidence of such authority.
(b) If this Lease is executed by more than one person or entity as' Lessee", each such person or entity shall he jointly and
severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease.
or other document ancillary thereto and bind all of the named Lessees. and Lessor may rely on the same as if all of the named Lessees
had executed such document.
(c) This Lease may be executed by the Parties in counterparts each of which shall he deemed an original and all of which
together shall constitute one and the same instrument.
43. Conflict. Any conflict between the printed provisions at' this Lease and the typewritten or handwritten provisions shall be
controlled by the typewritten or handwritten provisions.
44. Offer. Preparation of this Lease by either Party or their agent and submission of same to the other Party shall not be deemed
an orler to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto.
45. Amendments. This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification.
As long as they do not materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable non -monetary
modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or
refinancing of the Premises.
46. Arbitration of Disputes. An Addendum requiring the Arbitration of all disputes between the parties arising out of this Lease
❑ is EIX is not attached to this Lease.
47. Accessibility; Americans with Disabilities Act.
(a) The Premises: have not undergone an inspection by a Certified Access Specialist (CASp). 9 have andergeHe-an
inspeetieH by iaGecti4ed Aeeess-Spe6alist(CASp) and 4 was detecttmied that the Premises -met-all-applicable--eenstreetieH.related
eeee`_ hilki standardsparseaette6aliierniaGivil-Gude etseq. -9have ende vmean+HspeetienbyoE Flified-Aeeess-Specialist
(GASp)-aHd-i was-determined4hat the Premises did -net -meet aN-applicable-eenst+aalien-related- aeeessihiRty standardspHrsaaHt-te
C-alifarnia Givil6ede*53.3f etseq.
(b) Since compliance with the Americans with Disabilities Act (ADA) is dependent upon Lessee's specific use of the
Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation.
In the event that Lessee's specific use ofthe Premises and/or Lessee's Work or improvements to the Premises requires any modifications,
alterations or additions to the Premises in order to comply with the Accessibility Laws, such work shall be performed by Lessee at
Lessee's sole cost and expense. Subject to the terms of this Lease, Lessee shall indemnify, defend, hold harmless and reimburse Lessor
from and against any and all claims, actions, causes of action, damages, demands, liabilities, obligations, losses or expenses (specifically
including, but not limited to reasonable attorneys' fees, court costs, and expert witness fees), proceedings, suits, debts, or any claimed
indebtedness alleged against Lessor, its agents and assigns, arising out of or in connection with, in whole or in part, directly or indirectly
(i) any use by Lessee of the Premises which is not in compliance with the Accessibility Laws, (ii) Lessee's failure to maintain the
Premises in compliance with the Accessibility Laws, and/or (iii) Lessee's Work or Improvements to the Premises which are not in
compliance with the Accessibility Laws.
48. Soldiers and Sailors Civil Relief Act (SSCRA). Lessee hereby certifies that he/she, individually, or any member or officer
of the Lessee Corporation, Partnership, LLC or any other Organization is notcurrently an active member of any Branch or in the Reserve
of any Branch of the Armed Forces of the United States of America, and. Further waives all of his/her/their rights to and under The
Soldiers and Sailors Civil Relief Act (SSCRA).
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN. AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND
VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED,
THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF
LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.
TI
25E-24
The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures.
LESSOR
Rio Vista Nest. 1.1-C.
a Cali lornia limited Lia t
By: -- - --- - - -
Namc Printed: Rich d P. /I it,
Tide: N6ember
Addre.s: c/o WRFM
3146 Red Hill Ave.. Suit- 150
Costa Mesa. CA 92626
Telephone: (7 14) 427-5977
Facsimile: (714)427-5922
Entail: kathy@wrem.com
Entail: ,�----__—---
Federal ID No. 33-0777028
LESSEE
Santa Ana Police Deparmment
A division ol'the City ol'Sama Ana. a municipal corporation
Sec Attached_
n,.
Name Printed: Raul Oodincz II
Title: Cih \1anaLer
Address! 20 Civic Center Plaut. 8"' Flom
Santu Ana. Ca. 92701
Telephone: (714) 667-5200
Facsimile: (_-_)
Email: rwdine'r.Cteanta-ana.ore
Email: --
Federal ID No.
23
25E-25
ATTEST: CITY OF SANTA ANA
MARIA HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney h
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
David Valentin
Chief of Police
24
25E-26
RAUL GODINEZ 11
City Manager
Exhibit' A"
Site Plan
?5
25E-27
I
I
----------------- -
----------
HARBOR BLVD
EXHIBIT "Fl"
25E-28
Exhihit'B"
Sion Criteria
25E-29
DIJ
Lsi
F)L.
%J;
11 WU
DIJ
LU
W3
E --
25E-30
�m
11 WU
LU
W3
E --
25E-30
�m
25E-31
17
25E-31
tj
Jz Gs - 0 z z zcF
K Fk'L �U r Z_
Lin < y a: : �` L�1F.$
x=12�-
F ta gz =" 0
`^ <3e 3= E nye
t <z
rl
tr
a
SN
p n w
P�F °
rrp 6 IkW C g}�
4�p\ a83z G°m m� �n nstj RX
S�
I ) onita
Z vn O 4F8o
��}>r u p'b o N 2 FEpm
41 O aK3GF
L 2 tl V 0
E�
f"'a �F2 Oafs
Nc Z° Eu 3� F�m_L
-`o
-ate
uu� =°u
� 2<� -
5 E
_ c
N S j' t x Lz �r K Z r L
�=c �� `�
QZ
ot3 OM
< NOS``
25E-32
1.0
0w
ZN z
Q q
25E-33
z
u
N
z
u
H
J
25E-34
ti
m
25E-35
61
m
25E-36
I
U � F V
,.oz R < a .
y88 Eel
GI f= aFR 6 0
dz .w •frvia�� �5 z � 20,
j�}'`� o a
.10 rl M Li
K d
Rill s�
5 NAR
z j
X50
zq Ing
25E-37
I,
25E-38
co
ILI
0
�
3
u
R
x
^
z
a
�
F
>
<
O
7
�
O
E w
�
ii
3
go
A�
go
OR
25E-38
co
ILI
ai
�
�
z
�
�
�
041
0
�
F.9
25E-39
|
25E-40
�d
z
0
4��
I
12RH
cz
^'1
2R
� q�q
I
25E-41
i
An
P.
W.
g
.Ti.a1
alai
glCCCG
ry'
M!
12RH
cz
^'1
2R
� q�q
I
25E-41
i
An
P.
W.
25E-42
W 9i
C
4
25E-43
EXHIBIT "E"
MEMORANDU\'I OF LEASE TERM CO\IDIENCEMENT
This Form is prepared by Rio Vista West. LLC ("Lessor") and submitted to ("Lessee') per the terms of the Lease dated for
Pretnisesat McFadden Avcnuc.Sama Ana,CA. Lesseeshall eitherconlirnt all i r.formation as true andcorrectormake the appropriate
notations where Lessee disagrees with the information supplied by Lessor.
Confirmation of Lease Terms.
I. Date of Leasc:
2. Date of Delivery of Premises by Lessor:
3. Lease Term Commencement Date:
a. Date of Expiruion of Initial Lease Term:
5. Options to Renew:
b. Date ol'Minimum Rent Commencement:
7. Date of Adjustments (CAM) Commencement:
g. Total rentable square footage of Premises:
9. Total prepaid Minimum Rem and Adjustments:
11). Total Security Deposit:
Lessee Acknowledges:
Lessee has inspected the Premises, including without limitation its physical attributes, square footage, frontage and
configuration, and accepts the Premises in their "As Is" condition as delivered by Lessor, except for the following (if "no exceptions".
enter "NONE):
Lessee acknowledges that the IIVAC system, electrical, plumbing and mechanical systems servicing the Premises are in good
working order as of the Lease Term Commencement Date, except for the following (if "no exceptions", enter "NONE" y
Lessee tins not relied on any statements, promises, inducements, representations or warranties by Lessor nor any agent, broker,
employee, manager or contractor of Lessor in executing this Memorandum of Lease Term Commencement.
Based on its own due diligence and inspection, Lessee acknowledges that the Premises are suitable for Lessee's intended use
and that Lessor is not obligated nor responsible for any repairs, improvements or other work to be made to the Premises.
Acknowledgment of Authority
The undersigned executed this Memorandum of Lease Term Commencement on behalf of Lessor and Lessee warrant and
represent that each is authorized by their respective principals to execute this document on its behalf so that its contents are binding on
the parties without any further action, approval, consent or ratification by either party.
"Lessor"
"Lessee"
By: Rio Vista West, LLC,
a California Limited Liability Company
By: Williams Real Estate Management, Inc._
Managing Agent
By: Do Not Sien - onmrove for form ooh-
Audrey B. Williams, President
EXHIBIT "E"
Lessor's Initials:
Lessee's Initials:
at
25E-44
EXHIBIT "F"
FORM OF LESSEE'S ESTOPPEL CERTIFICATE
The undetsi_sned, as Lessee. under that certain Shopping Center Retail Lease dated . 20_. made with
RIO VISTA WEST LLC. a California limited liability company, as Lessor, hereby ccrtilics as follows:
That the undersiLn:d has entered into occupanev of the Premises described in the Lease:
2. That the Lease is in full force and criect and has riot been assi«ned. modified. supplemented or amended in any way.
except as follows
3. That the Lease represents the entire agreement between the parties as to the leasing of the Premises:
4. That the Commencement Date of the Lease is
6. That there is an unexpired term under the Lease of O years:
6. That all conditions of the Lease to be perlbnned by Lessor and necessary to the enforceability, of the Lease have been
satisfied;
That there are no defaults by either Lessee or Lessor thereunder;
g. That no renis have been prepaid, Other than as provided in the Lease; and
9. That un this date there are no existing detenses or offsets which the undersigned has against the enforcement of the
Lease by Lessor.
The undersigned hereby agrees:
To disclaim all right, title or interest in the Premises except the rights granted by the Lease; and
2. To notify the holder of any mortgage affecting the Premises of any default on the part of Lessor which Lessee proposes
to cure and deduct front rentals, or use as a basis for cancellation of the Lease and hereby grants to any such holder the option to cure
said default within a reasonable length of time. Lessee further agrees not to invoke any or its remedies under the Lease during any
period that any such holder is proceeding to cure such default with due diligence, or is taking steps with due diligence to obtain the legal
right to enter the Premises and cure the default. The undersigned hereby acknowledges that
is presently the holder of a mortgage affecting the Premises.
EXECUTED this --day of , 20_.
BY: (Do Not Sien — for Form oniv
25E-45
EXHIBIT "G"
RULES AND REGULATIONS
Lessor hereby establishes the rollowing rules and regulations for the safety, care and cleanliness of (i) the store areas
(hereinafter referred to as the "demised premise;' 1 of any Lessee or Lessees of dm Center (hereinafter referred to as tyle "Lessee"): (ii)
die common area: and (iii) the Center in general. or ror the preservation of good order:
A. FOR THE STORE AREAS:
1. All (loot areas of the demised premises (including vestibule- entrances'. and air returns). doors. fixtures.
windows, and plate glai.s shall he maintained inn clean. safe and good amditiun.
2 All trash. refuse. and waste materials shall be stored in adequate containers and regularly removed from the
demised premises. These containers shall not be visible to dte general public and shall not constitute a health or lire hazard, or a nuisance
to any other Lessee. In the event that any Lessee shall fail to remedy such a health or lire hazard, or nuisance. within live (5) days after
written notice by Lessor, Lessor may remedy and/or correct such health or lire harard or nuisance at the expense of the Lessee involved.
3. No portion orthe demised premises shall be used for lodging purposes.
4. Neither sidewalks nor walkways shall be used to display, store, or place any merchandise, equipment or
devices, except in connection with sidewalk sales held with Lessor's prior written approval. The roof of the demised premises shall not
be used for the storage of merchandise or equipment.
5. No public telephone, newssmnd, shoeshine stand, refreshment, vending or other coin operated machine shall
be installed or placed on the sidewalk or walkway area adjacent to the demised premises or on the Common Areas without Lessor's prior
written approval in each instance.
6. No person or persons shall use the demised premises, or any part thereof, for conducting therein a second-
hand store, auction, distress or lire sale or bankruptcy sale, or "going out -of -business" sale or "lost our lease" sale, without Lessor's prior
written consent.
7. No portion of the demised premises shall be used for the storage orally merchandise, materials or other
properties, other than those reasonably necessary for the operation ora Lessee's business. Lessor may, from time to time, inspect the
demised premises to insure compliance with the foregoing provisions.
8. Except for professionally prepared signs, Lessee shall not black out or otherwise obstruct the windows or tire
demised premises, without Lessor's prior written consent.
9. If a Lessee provides its customers with the use of shopping carts and/or baskets, such Lessee shall be
responsible for causing said carts and/or baskets to be stored only in areas designated by Lessor. 11'such Lessee fails to routinely collect
and store said carts as necessary (at least twice on a daily basis), Lessor may assume the responsibility or same and may bill the Lessee
involved on an estimated monthly basis for such service.
B. FOR THE COMMON AREAS:
I. All Lessees and their authorized representatives and invitees shall use any roadway, walkway, or mall
(including the enclosed mall, if any) only for ingress and egress from the stores in the Center. Use of the Common Areas shall be in an
orderly manner in accordance with directional or other signs or guides. Roadways shall not be used at a speed in excess of ten (10)
miles per hour and shall not be used for parking or stopping, except for the immediate loading or unloading of passengers. Walkways
and malls (including the enclosed mall, if any) shall be used only for pedestrian travel.
2 All Lessees and their authorized representatives and invitees shall not use the parking areas for anything but
parking motor vehicles. All motor vehicles shall be parked in an orderly manner within the painted lines defining the individual parking
places. During peak periods of business activity, Lessor can impose any and all controls Lessor deems necessary to operate the parking
lot including, but not limited to, the length of time for parking use.
3. No person shall use any utility area or truck loading area reserved for use in conducting business, except for
25E-46
the specific purpose for which permission to use these areas has been given.
4. No employee shall use any area for motor vehicle parking except the arca specifically designated for
employee parking for the particular period Orumc the USC Or to be made. No Lessee shall designate an area roremployce parking except
the arca designated in writing by Lessor.
i. Without the prior wriu:n consent of Lessor, no person shall use any ol'the Common Areas
for (i) Vending. peddling or soliciting orders For sale or distributing of any merchandise. device. service, periodical.
book. pumphlet. or filler matter. (u) Exhibiting any non-professional sign, placard. banner. notice or other written
material ordistributinc any circular. booklet, handbill. placard, or other materia!: (iii) Soliciting membership in rtny
organization., group, or association. or soliciting contributions for any purpose or pmadng. patrolling, picketing.
demonstrating. or enraging in conduct that might interfere with the use of tic Common Areas or he detrimental to any
of the business establishments in the Center. (iv) Using the Common Areas forany purpose wizen none of the business
establishments in the Center are open for business: (v) Discarding any paper, glass. or extraneous matter of any kind.
except in designated receptacles: (vi) Using a sound -making device that is grossly annoying or unpleasant to the
general public: or (vii)
Damaging any si;_n, light standard. or fixture, landscaping muterial or other improvement or property within the
Center.
The above listing ol'specific prohibitions is not intended to be exclusive, but is intended to indicate the
manner in which the right to use the Common Areas solely as a means of access and convenience in shopping at the
business establishments in the Center is limited and controlled by Lessor.
25E-47
EXHIBIT "H"
Restricted Uses
As of July 2015
1. As a grocery store, food store, market, mini market, convenience store, health food store or
gourmet market.
2 As a fast food restaurant, with or without, drive-thru facilities.
3. As a shoe store.
4. As a Mexican Fast Food Restaurant.
5. As a store selling cellular telephones, accessories and related supplies.
6. As a business offering "Financial Services". Financial Services means state and national banks,
savings banks, credit unions, savings and loan institutions, mortgage and brokerage companies,
and any other entities in the financial services business, as well as the operation of ATM's and
financial Drive-thrus.
7. As a business offering money wiring or transfers, money loans, money orders, bill paying or
related financial services.
S. As a store specializing in the sale of Vitamins, food supplements or related products.
9. As a Jewelry Store.
10. As a store selling (a) fresh ground and whole coffee beans, (b) express -based and coffee based
drinks, (c) tea or tea based drinks, (d) gourmet brand -identified brewed coffee, and (e) blended
beverages, including without limitation, those containing the following: coffee, espresso.
25E-48
EXHIBIT "I"
Santa Ana Police
Addendum to Lease dated July 1, 2018 between Rio Vista West, LLC, a California Limited Liability Company,
("Lessor") and the Santa Ana Police Department, a division of the City of Santa Ana, a municipal corporation
("Lessee")
Section 49.Ootion to Renew:
Provided Lessee is not then in default with respect to the Lease to which this OPTION TO RENEW is attached and
has kept and performed all of its obligations under said Lease, Lessee shall have the right and option at any time, at
least 180 days before the expiration of said Lease, to extend the tern thereof for two (2):additional tern(s) of one (1)
-year each from the date of expiration of said Lease, which notice of exercise of option shall only be effective if in
writing and sent to the Lessor as provided in the Lease for the mailing of notices. Provided, however, that Lessee may
not exercise this right if the Lessee has received three (3) or more notices of default throughout the initial term of this
Lease, whether or not those defaults were cured, or at any time when Lessee has breached and not cured or is in default
under this Lease. Should Lessee breach or default under this Lease at any time after giving notice of extension and
prior to the first day of the extended term, Lessor shall have the right to declare Lessee's notice void and of no effect,
and the tern of this Lease shall expire as if notice had not been given.
Such Lease extension shall be upon the identical terms and conditions as set forth in the Lease, except that the rental
to be paid by Lessee hereunder shall be increased as follows:
Option 1 $2,700.00 per month
Option 2 $2,782.00 per month
The first option must be exercised in a timely manner for the second option term to be valid. The second option must
be exercised in a timely manner for the third option term to be valid.
Any security deposit held by Lessor shall be increased in the ratio as the rent is increased in the first year of the option
period divided by the rent for the first year of the initial term.
Upon default in payment of the full increase in rental provided for above, Lessor shall have the same rights and
remedies as upon default in the rent otherwise provided for in the Lease.
This OPTION TO RENEW or extend may be exercised only by the original Lessee while physically occupying the
Premises and any consent by Lessor to assignment or sublease of the Premises shall not be construed as a waiver
of this prohibition.
25E-49
25E-50