HomeMy WebLinkAboutRIO VISTA WEST, LLC (7)INSURANCE i ON FILE A-2018-212
WORK MAY _9Z PROCEED
CLERK OF COUNCIL
®r� DAM OCT 0 2 2010 SHOPPING CENTER LEASE - GROSS
1. Basic Provisions ("Basic Provisions").
1.1 Parties: This Shopping Center Lease ("Lea -se" ), dated for reference purposes July 1, 2018, is made by and between _
Rio Vista West LLC Caiifoptia Limit,pd LiabS L _y. ("Lessor") and The Santa Ana Police D22artij a division of the City
oLSanta Ana a municipal corporation ("Lessee") (collectively the "Parties", or individually a "Party"),
1.2 Premises: That certain portion afthe Shopping Center (as defined below), including all improvements therein or to
be provided by Lessor under the terms of this Lease, commonly known by the street address of 3750 W. McFadden Avenue Suite I
located in the City or Santa Ana County of Orange, State 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 hay, non-exclusive rights to use the Com mann 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 Mo to h to month,___ ("Original Term"), commencing on November I, 2018 "Commencement Date") and
ending October 31, 2014- ("Expiration Date"), (See also Paragraph 3)
1.4 Early Poisessierr:-4-F-the-Premises-are-available;-Lessee may -hawe non-euelusi�+e-pessess+en-e€-the-Premises
eommensirtg..- _(='isarly-t?essessien Da&''j.-(See also Paragraphs 3,4 and -3,4)
1.5 Base Rent: S2 622 0Q per month ("Base Rent"), payable on the first day of each month commencing on November
1 2018. (See also Paragraph 4 and Exhibit 1) There are provisions in this Lease for the Base Rent to be adjusted, See Exhibit "P'.
"----Pereentage-Rent Rate---PJA-percent-fAtF,4±e€£+pass-Sa4es:-
13 Lessee'&£hate-e€C-ornmenArea 8peF"n Fxpea5es:-8 essee'sPreportinnaEe£h re:-Sushsharels-tha
pereemage equivalent a€aFrastian,-tlie namerafof of whish is-the-rentable-atea of the Rremises-and the denominator of which lathe
total rentable area of the baildings in the Shopping Center available-faf ase and occupaney by Lessees; as -determined by Lessor item
time to time -oo-&sonsistem baeis; subjost te-the�odiewing;
--{,'-)----Lessor-sway reasonably'dtvidetltasbopping C-enter+ate-subareas-€er-thepur-peso-a€alieeattng-Eonitrren-
Area -OperaN ng€*penses
as agsoup-o€Lessees-erbul4diagspases(and not nesessarily-entirabuildings)which
hava�ese'tvedautiliFys-repair;rna+ntenaftsantser-vtse(e:g:;-bis{ldi a{tainting);and,.
such other, Lessee's premisessh" be exeluded-twrathe denemmatorwhen detersnining-LesseeaSharefar sush-kem(s):
ht -the event tha€that sine -e€ the�Rremises-andfnr the Shopping Centerafe-rnedi-fied 4u6tiethe terra of th+s-Lease,-l:,assor shall
rasalsulate bessee'sShare-ta-re€}estsash-snodti+eat:on:
E:B--A4erehants'.Assoeik4tra Artnutd, Dues, —S -------per year("Mere#ants Asseeiefiee�ues"3 LesseeahaNpay
Mereimms'-AsseeiationBues-and/erbecome a7member of the MerchantsAsseeiatiooinaosordanee-with the pravisionso€the-Merchants'
Association Addendum, i€anyc attachedheress-
1.9 Base Rent and Other Monies Paid Upon Execution:
(a) Base Rent;2S ,622.00.00
(*---Comt"o- Area -Operating. tpenses 59
(c) Security Deposit: .00 -("Security Deposit"), (See also Paragraph 5)
(d)- Merekanist-Assoeiatlon-$uesi_S _. ---far-the period— —
fe
(t} Total Due Upon Execution of this Lease: 2 6 2A0
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.
N Payment to Brokers: Upon execulion and delivery of this Lease by both Parties, Lessor shall pay to the Broker for
the brokeraee services rendered by the Broker the fee aereed Loin the attaehed-separate written agreement er+tae-such-agfeemem-+s
aktaelied, Nae -sura et- _.-:= -or-- _.------4-9 th t teW Ease Reat-payalale FortheGn-,+ea1--+'efra-,-the
sun}ek-- OF -etthetatai-Qrr +2ertt-flaya✓31e-d•ufiae-aay-pefied- els -tiate-that the-Lessee-se4De-i the
1.15 Attachments. Attached hereto are the following. all of which constitute a part oithis Lease
_ LA an addendum
.X a site plan marked Exhibit A, deplctine the Premises and Shopping Center:
X a current set of the Sign Criteria for the Shopping Comer narked E.xhlhlt
_NA_a work letter marked Exhibit C
INA -a Guaranty of Lease marked Exhibit "D"
X a Lessee Memorandum of Lease Term Commencement marked Exhihit , E"
X an Estappel Certificate narked Exhibit 'T
X a current set or Rules and Regulations for the Shopping Center marked Exhibit "G
X other (specify). a list of Exclusive Uses, marked Exhibit "Id".
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 forth in this Lease, While the approximate square footage of the Premises
may have been used in the marketine of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square
footaee and is not subject to adjustment should the actual size be determined to be different,
2.2 Condition. Lessor shall deliver the Premises to Lessee in their "as -is, where -is, with all faults and defects corrrlitioat.
Braeaj-sleaaaacl-{fea-ek'-door+s-on-the- £er-aajef>Femeat-Bate-af-the-€afly-$essessiea-Bake,wh}ake f€rrsteefafs-E"StaftBaEe"};-arkr};
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Fe lewiag NxMa t Ba er err as st atthee skiaaeleet eaF; f l a na;+ espfink of +i hti ,i oak+a +efiWatia.-a a a al oa erg
systems(„#krr1C=}; leadlagdoefs, iFanyr acrd -a" eiherseeb elemeats+n- the -$feicrises ethef thaa-these eoastfuetedby-Lessee, shah -he
in-eperatiaf EE ad+tiea-aa- said -lase -acrd -that -the stfuetural-elemeatset-the-fee k; hear+tw-walta and #eeadakiee eF the $fefatses shah -be
pose ekonatefial-+1e# ets7-+Faaeaeeaap4aaaee-w4h-snekraarraa4yeki4SIS-as-4the&ar}-Baterer4eaeef-sue-h-sy5tetas-orelemerctssheuld
mal}aaeNeaer-fail-wiihiathe-appropriate-warraaty-flefied; Lesseashall; as-LesseFssele e✓}Finatiea-withrespec-t-iesue+r+aatkea,-exaeflt
as-eEhefw-t&e• pfetided-+a-fh+s-Lease,-preatptly-akkee-rese+flFafivrlttea-aei+ae-€rem Lessee -&ettiag-{erkh-w}thand
e*keateF-sueh aeaeempl+erase,-malFtu�stioa-eFFailufe; feutiG}saa3e-at-LesseFse*pease,-�hewareaaty-pelaedeshaN-}re-as{eNeays-: N}�
meaths-as-te-the-#lsf AC-sysEems-acrd•{iij-38r+ays-as-te-tke-Femaiataa-systems•oaf}-etheFeleracats-eFthe-$retaises.--F€ Lessee -deer -act
ai�e-6essesthe-required aesiee Aith+m the-agflreflrtate-waFr taty-flefiedfa+-feet}e+rek aay-sue#-aea eefapliaaee; malfaae++eaer-Failure
shaNbe-the-ehl igatieaeFBessee-aFLe&sees-seleeest-and-e*peskse:
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wiNv"Ihbildiageedesthak-were+nekl'eeFaFthetime-thateaehsee#imflre emeai-eFfleft+etrthereek,-was-eeastraesedraad-also-with-aN
applicable-taws-eeieaaats-er fess en ens-ek-eeeerd feg+ta eas,a d-erd+aaace�+akfeeFat harts ere -E" 4pplieahle £+et1 :� �m�a ^"}:
Said-waffaatydees-fist-applyte-the-usese-wirieltLessee-w+N-flutthe$+emises; meth#-ieatluas-wh+eirraay`he-foga+red-by-the-,4merieaas
with-9isahiNties-,4ePer-aay-similarlaws-as-a-fie&ulteFli-essee's ase-(-see-$araafap#39}; eFte-aayAlterai+ens-ere-{utility-+astaNat+eas-(as
atay�ae-leageFbe-allowed:+€the$reraisesde-freteamply-with-said-warfaaty,Lessershall; e*eeflFas-ethefwise{3re�ided,-flFemptFyafter
feeeiptat-wr+ttea-fretiso-From-Lessee-setting-Ferthwith-spec+€+e-i ky-theaature-aade*teat-eF-such-ttoaeaa'�e,-feEt+ky�hesarne-at
Lesser-'se�tpease—+Lk:.esseedees-ere F gi ve Lessef wr+ttea-aetiee eF a aeaeempliaaee- srtith-this-warranty-witlria-meatkts-FeNew+ttg--the
Start-sate-e-errectien-ek-that-f+eaeemplienee-shah-he-the-ebli�atiea-ek-Lessee-at-Lessee's-se4e-east-acrde*pease lfFthe-,4flplieahle
Requirements-arebereafier-ehaaged-se-as-ter-feQuire-dufiagtheterttrakth+s-Leasetheea; -,;-mat;aaek-aa-add itiea-ee-er-aa-alterat+enek
l>femisesafld/er-Ba+ld+aa-��tEnlrited-�rpendiEnee'-' j-Lesseraad-Lessee-shah-aNeeate+heeesFek'kseslrwefkas-€eNewse
(a3Suh}eeF-te-$afagfaph-�--ire}-helex�; +ksueh-£atrital-E*penditttres-are-fequifed-as-afeseit-apo-t#e-spee+NF+ise-ef-the
$femisesby-Lessee as eampared-with ase& §y-Lissees+a geaefal;-Lessee-shah-tae-kally-fespeasihle ff rFtheesst- the Fee k:
(h3--+Fsuah- Cap iLai
--ttpeat}itufe-+s_ net-the-eesulFekthe-spec-itis-usea�the-$Femisesby-k:essee-fsae#-as-ge�efaateatally
aquas-te-+/+-1dthek-the-poftierreksueh-eestsfeaseaahly-attfihutahle-te-the-$rerttises-Lessee-shah-flay-interest-ea-thebalaaee but -ma}
flrepay-its-shl+gatiea-at-aay-time-l••t,-lrewea�ef,-sash-Capital-€*fleftditere-+s-fequlred-dufiag-the-IasF?-years-eLth+s-Lease-er+kLessef
reasenab4y-cfetefntifles-t4 ,4 tt ts-flettae-afl9•micsr44y-kast13 to- pa}+tsshare- titer`ei,-1,essef-sl,a?1-}ut+e t}re ep4i2Ft-te Fre-icKttN tkts-Leasr
u-paa 99-days-fflfn` wfitterrfrcitiee act Lessee unfessLessee notifiesL-es oc n isr wr-'s!utg, A~-4twn kc7eFaysaite�-reFe}pt-eFLay.,r+ps tetrr natlan
fratia the4Lessee wi4fury-f'af sue-It- alritel E-ispenditure:
-. F=}---P.e�t�,rithstanrFifw..-t13eabavu; alae--pFrr:isice's eager+tiflg-Capw4-E';ripe+"W--e�-ape-+atearkd ki-atrpli`-t:aky-te-aNtr_.
+e4u-=Lary--way;,eerat4�enelge+v-;}pp44eaFife-kbet7e+reateftt--1-}=the-Cu4,itar4€,eaee�ditsrres- are, +R+steed-tut gfe4 by-Leisee a, a ssaulh4 an
aatuaF<st=peopasui?eitatr_e+n-triesahan -ifl-+flteflsit aFs;r:arraediFiaetiea-tet-hesresrtise,then:aae4o-a-thateveat--Lebeeshop!eihiefi
Fly 41raee4iate}yas-maybe necessary tee4roflate Ae ref}u+re+»eflt
Fafsuah Ca;. i-tal- €spettrktura-ef (it) ee ntpfe w sueh-Capital F. spe n:l+RcH ants ew n et-pease.-Lessae shah- Flat kat+-e any fl-Otte-tefFntnatc'
this Lease:
,".:!__... heitnew=ledgemeuts- essd-n-tiekntw+}edges that 4it hakeen piten as--rpoftanity ti inspaetasd+aeasm=e the
P;-ert{tier:-fbi-it ha^, teen ad4ke4 by-Leser nnelF' 14e?cr.; to satwFy 0h41L as-ith-re=spear to-t}+e situ -an 4 eostd i4,trr4 the -pr-e m et
(-inefutl+ag-nuti+et4ron d to ther eh ctrlaal--(iV.V(2 iM pre -prWJ—,=ttyslem- s,-seeeur+t;. envi+ennteearl-asppeePs.--aa,#-eeuiphafic- with
App'haarble.Rectju+ d rfle nus aa4 +kre-ArrieF4c-tuns s+ith Aei, -ur t4 4be4F sttft:rdtif+ty for Leaiee's+nteodeed -use-H ec, ke;-uta lr
seen -i"est+;4kt ort 4K ht-Oeems-ne2esSaR--A4ioh-Pe4efe REa+o. 54th rM4aFS ancf asaome.,-ail {iypNflSil7Fh-F} Ifiess kt F its-gi,. anow, Felate }n ii:,
seeupanayeFtiie--P-ref+rises,-Ed-}4i{s uRttel}nogea anj-wpreseutatieaas to-t}temise or the-pFamise>flan4e by� reifzefss-ar Leseof, imtt"
me+Cher-LessaFrLessoFs-a-leats,-at*r- gojeN Iva re-tirade aflj a:akor wfitten fe nFesefloiticeani of wasraat+esv,it4i-fespeet it)saiEF-,furter,
ethef than-as set fer4h-4a this-Lease.-
2.5 Lessee as Prior OwnerlOccupant. The warranties made by Lessor in Paragraph 2 shall be of' no force or effect it
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 the Shopping
Center except Ibr parking by vehicles that aree 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, it any, as depicted as employee pat; king 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 Arent withoutthe prior written
Pei mission of Lesser, 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) if Lessee permits or allows
any of the prohibited activities doscribed 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 i..,essor, Lessee and other Lessees of due
Shopping Center and their respective employees, suppliers, shippers, customers, contractors and invitees, including parking areas,
loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas.
2.8 Common Areas - Lessee's Rights. Lessor grants to Lessee, ror the benefit of Lessee and its employees, suppliers,
shippers, contractors, customers and invitees, during the: term of this Lease, the nun-exclusive right to use, in common with others
entitled to such use, the Common Areas as they exist room 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 [lie prior written consent of Lessor or Lessor's designated agent, as exercised i n 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 i mmediately 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 maru aemenl 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 or good order, as well as for the convenience of other occupants or Lessees
or 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.
(a) To make changes or additions to the Common Areas, including, without limitation, changes in the location,
size, shape and number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction
of u'aflic, elevations, landscaped areas, signage, walkways and utility raceways:
- (b) To use and close temporarily any of the-Common Areas I'or the purpose of maintaining. repairing and altering
the Shopping Center, so Ione as reasonahle access to the Premises remains available, and to close temporarily any of the Cori Areas
to whatever extent is requircd In the opldion of Lessor's counsel to prevent a dedication of or the accrual of any rights of any persons or
DI [Ile public to any of the Common Areas.
(c) To designate other land outside the boundaries of [lie Shopping Center to be a part of the Common Areas or
to he entitled to use the Common Areas on a reciprocal basis'.
(d) TO add additional buildings and Improvcmenl to the Cnmmon Areas: and
( c ) TO do and perl'oi m such other acts and make such other changes in. m or with ruspecL to the Common :Areas
and Shopping Center as Lessor may, in the exercise ol'sound hLL-IIRC53 judgrl deem to be appropriate.
2.11 Common Areas - Promotional Events, Sidewalk Sales. Lessor reserves the right, liom time to Lima, in Les-;or's
sole discretion, to UnL7.e portions of the Common Areus for promotional events, which may include, but shall not be limited w,
entertainment. Lessor further reserves the right, in Lessor's sole discretion, to permit anyone or more Lessees ol'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. At any time during the Term, Lessor may remodel or expand, in any manner, the
e.xistine Shopping Center, which work may include, without limitation, the addition of shops and/or new buildings to the Shopping
Center (collectively, "Remodeled Center"). it' 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 efI'orts to complete any work al'I'ecting the Premises in an el'llcient manner so as not to interfere unreasonably with
Lessee's business. Lessee shall not be caudad 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 of the Premises is impaired as reasonably determined by Lessor.
3. Term,
3.1 Term, The Commencement Date, Expiration Date and Original Term al this Lease are as specilied in Paragraph 1.3.
3.2 EarlYRaseessisen,Any provieionherein erentirwLessee€actylpessesso+meVthe Frreasises)s-subjeetteand e&ffd4ianed.
epenthe -premisesmeiffgauaila paFeee,4pessessieagriefte the 6etrrmeneefftent{Sate-d!n} pante€EaFly Possession -on4yeeaveyse
heft exe asive-fi-1ht-te-eeeupy-the-pwrnises�-FF-aa-€arty-pessessiaa-Sate-#as-keen-speci{'ied-+n-paragrapkr}=4, the Parttes-+atend--nkat
Lessee shal4-ma+e- leeess-ta-the Nermses as-er the €ar4yLPe essien-Bate-ref pufpeses-e€pfepafiag-ant}-4i_tefii�it o -the premhses-{er the
eendueter Lessee'smusieess-f€LesseetetaF4y �rpaf4ia11yeeeupies.tHe.P-�,t,.;;;zspfiefte-tHe£-efnmerteement-Bate-#'efawf reasen(attd
{0f-purpeses-merge€,-°eeettpaney"-sha4l-iae{a,le,-witheet-}tfftitatienrLessee'seatry-ante-ihe-premises}er-pufpeses-e€-grepar+rra..and
l+3ctufiti+tg-tHePren}ises4'erkust+tessj,-tHe-ehtigatien-te-pay-Sage-Rentandpefsentage-Reat-sHaN-he-ahatedl'ef-theperted-e€sueH eaf{y
pessess+ea---A+i-etltef tR:,;s-e €-tests-Lease-�if+eleding-kat-ftet4ifftatee}te-Lessee's-e>34igattens-te-eaffy-+nsefaneeartt}-te-rnaitxatrr-the
pfertrises)..sHa4l..ke-tn-e4€eet-dufi+tg sages-pefied,-etraept-tHal-Lessee'seh}i�atiefl-te-fiay-Lessee's�Hafe-e€6ef�ftan-,4rea-Flaerft�na
Lessee-sy-tqe-E>nfnrneneef»em-+Sate-kt-,-resp}Fe sa-d-e€rens,--Lessef-ts-ttnah{e-to-clelivef $essessiae-ky..sneh-Bate; Lessef-A"-net-He
stt§jeer-te:gay }iaH+Itty-tHefef'ef,-aef sHaN-sages-Faimife-aFfieet-tHe-�a}idtty eF dais -T=ease or change the € ptfatten-Bate:-Lessee sh"_net;
eFLessee-l€pessessfen-is-f+etfle4iveredwithie-(3B�aysartef-tHeFe r+eneesnent-Bate;as-the- same ma-y-me-ethended-eaclef-thetefmaer
LessefwitH+nsa+d-{-&tlaypefied; Lessee'sfi�Httecarteel-tHtsLeaseshaN-terra+nate-:4€pessessieaa€fHeT;e;,;:sc�+s-netmeFi�efed wtiHin
489-mays-ake�4h&Getnate neement Bate-tHis-6ease sHaN-aatefnatiea4ly tefrt+irtate-an{ess etmef ofeerrteats-are-feaemed ketweea-Lessef
aftd-Less 49-wf4tfrg:
3.4 Lessee Compliance. Lessor shall not be required to tender possession ol'the Premises to Lessee until Lessee complies
with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to
perform all o1' its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor's
election to withhold possession pending receipt ol'such evidence of insurance.
4, Rent.
4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms or this Lease (except I'or the Security
Deposit) are deemed to be rani ("Rent")
4.2 CBrn Iea-A-eea9peea4'rag-'s-k{reRses,-6essee-shah-pate .;sa�+}efirw_-EFie rRl-#z+�•ars+n-a+tt}i6eR-to-EW4a ase{peak
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haFa4Ra{tzpde+4Red: duriaa eae#ea{eadap-yeap ar [tie teFm or this Lease,-4n-aeaotd uIcee with Oe-feNaw+ng pFa;-isieRs;
--fai--'�C�l++xmaen rl¢ee Flperati e€speases"aH Aa#rRed:#ar pe+paseseFtl3+sL-ea5a; as a}t-eesks+Rearpee#Es}Lesser
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plitli}431ag-aRt4-ed?Br a{+}hlfe5-52WfeiF1': any bui4dlRg+n- the -Sheppl Ra--Qater-8Rd4ier-the-C-e R1+H2n-i�fe,'i}5'-�afld {ee)aN et#ef-aEei}s acrd
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ad35i'�'- 6�aft j^ 2Ri'+rr"H}{{}eRta4+flspeE4keR5:
f•iv).-.-__Neafe{a+tdlah{z-resef}es set aside ref ec iprnenk rtla'knEe++anee, Fepa+r and ceplaeewe++t eF-EemmEm
-�:�---peal-$naper+y �'a;ses(as-dteGRed+R-P-asagraph-4{�:
aesk-erthe pFemieRasfeFth"nsmFenee-ma}nEai-Red-{}y-Lesser paFsaaR+te-$aragraphS:
v y—Anydeduetiblepera4e+koran+nseredles eeeseeFR+Rgtheep4beQ++tmeR-AFeas7
�a+iia--,4Rd-iters=ae-eeuRtants' and akterReyy-fees.a cl e-asks-Fe{aced m-t#ke epera4eR t41eS#leppiagFeateF:
---(-ia-}--the-cask-eFanycapika44mpreveemeat-tethe -Ru 4441g-on-thegheppmr, Q*tertlekeeveredaaderthe
pFe+isionseFpaFagFepbzl;pravided4;k+ewevaFrkllak-LessaFsha}I-a4leeake-theccHEIafaniteueh-eapita4evffthe -ese€k hre
eFsame- and -Lessee -shad-uet#e-redtu+Fad ks-pay-mere-tklaR-E:essee'sS{lanaeF-fl-43kh ek-khe-aRnea4aNaeat{oa eFkheeesk-o r sue -h e-ap4al
tmpfa4emdakf R-aRy-gi i:eR-meat#:
04-4-€lesser-detefro•nes-tktak-the-alethod-er-pneFa+ieReFaR y4em+neloded-avi4i4REemmoR-�4ceaAeera+iR-€?caensec-+s
ttuavea<er; aR�tiemmaa-,4rea-F3pepa+i»g-�krpetlses-arid-{seal-$Fepesly-�ees-i#at-ane-act-spec+tiea4}y.-aHr-ibatat�to-any-ppemises-drn
bu4ldiag-dlr-te-the-epeFa+sett-nepa+Fand-ma+akeaaRee-theneeFshatF#e-egaikab!}-aNeeated-§y-L-essep-ko-a{I-#e+Iditws+R-theSheppiag.
Eeatep
(-e�-�'#e-+Re-I{rs+atter-tele-fmpFaveme+tts;-foe+l+ttes-and-ser-vices-se+-#eH#+R-S+fbpaFagnaph4.2{aj-shah-act be-deemer#4e
4mpeseaR-eh4igadeR-upon-L-esseFte-aik}1eF41;we-said-+Rtpnoremeats-eFf'ae-i}itiesoF-to-pne;gide-+4tesasewiees-aR4ess-kheShepprRgEetrteF
al+'eady{laskhesame-LesseFelreadypnea�ides thesenaiees: er-LesseF•{jas-aa eeedelsewhene+Rt}l+s-Leasete-pFeuide-thesame-ersemeaf
them..
(d)-----Lessee's-Share 4 Camman-teessame-day-as-the--Rase-peat-+s-d}Re
d1aR-Lessee's-Share,-Lessee-shah-gay-te-6esser-the-amoaRt a€t#ede#taieae�wi4bLR--48days-akteF-d}eti very�by-LesseF-ta Lessee-ok-+kle
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apnea; tt+eatrreen44e#e-re+mbarsec�•by-seeb#FajeFLesseeste-Lessers'eFaN-enape#{aaeFtkle'✓emmeR-,4nea8penattag-€-kkpeases-may
bedleteFFRiaed#y-alteFRakiveequitab}e-met{lads(e:g.-aP4ajenL�ssee-maypay�iFeet4y-far-ttsewaseeeriEy}; and-Nseaetaa4aR3eeRtpa{d
by-seeks-A4ajeF-Lessees-sha44 be-eFedNted --o_a;,;sfthe 6emmeR-+�Fea 9genat+ag-E�kpeases-aNeeated-te-eEhenLessees-or-the-SheppiRg
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at-fleas+3;808 sgaane-{eeteF�Feakabie-anaa�wii#ia-the�}3eppi•Rg-6eateF;
4.3 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money or the United States, without
onset 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 he obligated to pay the amount set forth
m -this Lease. Rent for any period during the term hereof which is for�
lethan one full calendar month shall be prorated based upon the
acmal number of days or said month. Pavn'iem 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. Aecepmnce of a payment which is less than the amount then duc shall not
he a waiver of Lessor's rights to the balance ol'such Rent, regardless of Lessor's endorsement of any check so stating. In the event that
any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored Ibr any reason. Lessee agrees to pay to Lessor
the sum of $25.00 in addition to any Late Charge and Lessor, at its option, may require all ruture Rent be paid by cashier's check.
Payments will be applied first to accrued late charses and attorney's rces.. sacond to accrued interest, then to Base Rent and Common
.-Area Operating Expenses. and any remaln,n' amount to any other outstanding charges or costs.
5. Seem FityDepasiL-Lessee shall depesitwith 11wFeer tho S:rertt-y{)�epasiE•a; seaar+t,i Foe Eyes-,ee's Fat+411-.:l
per-FaFsnaaeeeF+tom,-eb4iAatiejnsimtkFth+s Lease :--FieLessee-Falls sopa}Rasi.er-et=refu+seDefaults ++adefthisLease, L=ess F€Hayuse,
applyor fakaiaaN eF any Portion er said SaeuFtty Depasit FeFthe paymeat eF any-afaeant alFeady due Lesser; far Raab which -will be
due +othe-raFHF2;andleF LeneimbaFse-uFeewpeasateLasser laF-aaj=4iahilit-y;espertse,lesserdaeaege 0.hje-hLe5aeFHIa Hffafer+near
byreason4oFeof-4LesseF-u5es or "f] -k s ad er aoy feeFtam er the-SecarityDepesit; Lessee shah-withm t0 days -after wFlae nFecfiuest
tlseFereF depesit ate ai as withLeamF su€t+c+eatte Festa r-esatd Security De --peri tto the fall ameurtt fequi Fedby-this L--ease.-fbtHe tease -Fent
mefeasei during the -termor - this -Lease-Lessee sh dlrupon-svc+tteaFet}aest#Few-Lesser; depesitadditieRal maseies with-Lessoese that
the-teta4 ameant e4 the Seeunity Pepe -34 shah -at -ad +imes-bear-the Same erepoftieer-te-the meleased $ase R-ai as- the -irilial &aeul ity
DepesitbeFe-te-the imtial-Rase-Real: SHeeld the AgFeed ilsebe amended t6 aeeeatmedate atxatarial ehim e-+n-thebuslness erLessee
eF-to-aeeemmedate a sublessee c -Ir assinnee Lesser sherl ha" the-risHt-111,-M(rFease the Seeafity-�Bepesit to -the eatetrt- aeee ssary, in
Les Fs cease nablejadgmeat,-m-aeeme tt-!'eF-any. mereased wear -and -tear -that the PFemises may-sok{etas-a-Felt& theFeeF-aedkrf any
mat efial-Fedaemen+n the eFedttweFtH+ness-or-Gmanakit eapabilmes orthe-assienee er-st}b4ess-ee.-Lessor-shah-aetbe-fegaired to -keep -the
Seeurity-Depasitseparate€Fora+tspeae+ataeeoants,-1},=it#ln�B-daysarteftHe e;fpiFatiener fefm+oat+eaertH+s-Lease;LesseFsba4l-cei-uFa
that peform er doe &eurity D tpesit set used-eF applietf byy Lesser, Are -part eF the SeeaFity Deposits#tail--he eeasldeFed to be --held in -trust;
to bear interest eFtake prepaymeak-Ger-arty-raanies-to-be -paid-by-Lessee-eader-this -Lease.
6. Use.
6.1 (a) Agreed Use; Agreed Trade Name. Lessee shall use and occupy the Premises only for the Agreed Usc, and
I'or 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 or the Premises in a
manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises
or properties. Other than guide, signal and seeing -eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish,
or reptiles. Lessor shall not unreasonably withhold or 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 alter such request give written notification
or same, which notice shall include an explanation of 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 or practice prevailing in the
field of business-amertgmerchants-engaged-m-thesaa-eF-eimilaF-basiaessjr-the City-in-whieHifte-12remisesarekeeated;-H+)-star#-the
Premises+s�itH-su€Fre+eat-salespersenael,ste�ttHe-PFemises with-adequate-mere-}rand+se-aad-esFere-ice-seaad-business-praetiees sa-as-te
mar imtte�ress-Sales:-+4tatttistimum,—Lessee-shah-keep-the-PFemiseseentim+ausFy-open-ler-business-#ieaday khteugh-PF+day-Gram
9-.00 a. -m.- e -b 80-p m �a arday-€ e u 4 9B-oa .-ta-F 99 p:m-and Sunday-Gruttr+&89-a m. -+e€.90 $:m-
(c) Violations of Exclusive Use Rights. Lessee acknowledges that Lessor may grant, or may have previously
Warted, 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 orexclusive 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
tact, 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 at any particular
time or times. Further, no conduct by any Lessee, suhLessee or other occupant of, or any customer of, or any supplier to or use of any
portion of the Shopping Center shall constitute an eviction, constructive or otherwise, of Lessee from the Premises, and Lessee hereby
waives any arid all claims that it might otherwise have against Lessor by reason thereof.
6.2 Hazardous Substances.
_- (a) Reportable Uses Require Consent. 'The term "Hazardoets Substance" as used in this Lease shall mean any product.
substancc, or waste whose presence, use, manufacture, disposal, uanspertaurin, or release, either by itself or in combination with other
materials expected to be on the Premises, is either. (I) potentially injurious to the public health, safety or welfare, the environment or
the Premises, (ii) regulated or monitored by any governmental authority. or (til) a basis I'or potential liability of Lessor to any
governmental agency or third party under any applicable s'latute or common late theory. Hazardous Substances shall include. hilt not
be limited to. hydrocurbons, petroleum, gasoline. and/or crude oil or any products, by-products or fractions thereof. Lessee shall Pat
engage in any sotivify in or on the Premises which consthutes a Reportable Use of Hazardous Substances without the express prior
vn'iuen consenl of Lessor and timely contpliorce (at Lessee's expense) with all Applicable RcquiremenG. "Reportable Use" shall
mean (I) tho installation or use of any above or below ground stonga tank, (it) the generationpossossionstorage, use, transportation,
or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan
is required to he tiled with, any governmental authority, and/or (iii) the presence at the Premises of it Hazardous Substance with respect
to which any Applicable Requirements requires that a notice be given to persons eructing or occupying the Premises or neighboring
properties. Notwithstanding the Foregoing. Lessee may use any ordinary and customary materials reasonably required to be used in the
normal course of the Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning
materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the
Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In
addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems
necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability,
including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications
(such as concrete encasements) and/or increasing the Security Deposit.
(b) Duty to Inform Lessor, If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to
be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give wriuen
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 c such Hazardous Substance,
(c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance lobe 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 take all investigatory and/or remedial action reasonably recommended, whether or not Formally ordered
or required, for the cleanup of any contamination or, 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 at' 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, irany, harmless from and against any and all loss of rents 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 orally contamination or injury to person, property or the environment created
or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration
or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee
from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor In writing at the
time of such agreement.
(e) Lessor Indemnification. Except as otherwise provided in paragraph 8.7, 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 sul'I'ered 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 or 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,
remediation, 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 or Lessee's use of the Premises (including
"Alterations", as defined in paragraph 73(a) below), in which event Lessee shall be responsible for such payment. Lessee shall cooperate
fully in any such activities at the request or Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the
Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities,
(g) Lessor Termination Option, If a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of
this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall tike the investigation and remediation thereof
required by the Applicable Requirements and this Lease shall continue In full force and effect. but subject to Lessor's rights under
Paragraph 62(d) and Paragraph 13), Lessor may, at Lessor's option, either (i) investigate and remediate such Hazardous Suhstonce
Condition, if required, as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and
effect, or ii=) if the estimated cost to remediate such condition exceeds 12 timcs.-the then monthly Base Rent or $ Ioo,000, whichever i;
greatcr, Rive written notice to Lessee, within 30 days after receipt by Lessor of kno.Jed ge of the occurrence of such Hazardous Substance
Condition, of Lessor's desire to terminate this Lease as of the date 60 days following the date of such notice. In the event Lessor elects
to Rive a termination notice, Lessee may. within 10 days thereafter, give wriuen notice to Lessor of Lessee's commitment to pay the
amount by which the cost or the remediallon or such Hazardous Substun,ec Condition exceeds an amount equal to 12 times the then
monthly Base Rent or S100,000. whichever is grcater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof
within 30 drys Ibllo«ing such commitment. In such even,, this Lease shall cDtlunue in full f,�r e and effect and Luigi shall pi;cced to
mak,, such remediation as soon as reuonably possible ahei the required funds are available. If Lessee does rot sive such notice and
provide 11;0, required Dods or uuurunce therecd within the ume provided. this Lca-c shall terminate us of the date specie ed in Lessor's
notice of termination.
6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease. Lessee shall, at
Lessee's sole expense, fully, diligently and in a timely manner. comply with all Applicable Requirements, the requirements of any
applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor's ensineers 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 10 days after receipt of Lessor's written request, provide Lessor with copies of all permits and other documents,
and other information evidencing Lessee's compliance with any Applicable Requirements specified by Lessor, and shall Immediately
upon receipt, notify Lessor in writing (with copies or 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 wriuen 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" (us defined in Pmoagraph 29) and consultants shall have the
right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable notice, for the
purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease. The cost of any such
inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see Paragraph
9.1) is (bund to exist or be imminent, In such case, Lessee shall upon request reimburse Lessor Por the cost orsuch inspection, so long
as such inspection is reasonably related to the violation or contamination. In addition, Lessee shall provide copies craft 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 the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee's
Compliance with Applicable Requirements), 7.2 (Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee
shall, at Lessee's sole expense, keep the Premises, Utility Installations (intended for Lessee's exclusive use, no matter where located),
and Alterations in good order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of
repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of
Lessee's use, any prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or
facilities, such as plumbine, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, Fixtures, interior walls, interior
surfaces o1' exterior walls, ceilings, floors, windows, doors, plate glass, and skylights but excluding any items which are the
responsibility of Lessor pursuant to Paragraph 72. 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, irony, Hand 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, far the cost thereof'.
(c) Failure to Perform. If Lessee rails to perform Lessee's obligations under this Paragraph 7.1, Lessor may enter
upon the Premises after 10 days' prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be
required), perform such obligations on Lessee's behalf, and put the Premises in good order. condition and repair, and Lessee shall
promptly pay to Lessor a sum equal to the cost thereof,
(d) Replacement. Subject to Lessee's indemnification of Lessor as set forth in Paragraph 8.7 below, and without
relieving Lessee of liability resulting from Lessee's failure to exercise and perform good maintenance practices, if an item described in
Paragraph 7.1(b) cannot he repaired other than it a cost which is in excess of 50% of the cost of replacing such item, then such item
may be replaced by Lessor, and the cosi thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each
month during the remainder of the term of this Lease, on the date on which Base Rent is due, an amount equal to the product of
multiplying the cost of such replacement by a fraction, the numerator of which is o-re. and the denominator of which is 141 J,c. 1/144[h
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. Suhjccl to the provisions of Paragraphs 2 2 (Condition). 2 3 (Compliance). 4.2 (Common Area
Operating Espcnses). 6 (Use), 7.1 (Lessee's Obligations), 9 (Damage or Destruction) and 14 (Condemnation). eget-.uhja -iY
rria;hu�r+:,Natflu5al6e Ram#-43, Letior shall keep in good order, condition and repair the foundations, exterior walls, structural
condition of interior bearing walls, exterior root: fire sprinkler system. Common Area tire alarm and/or smoke detection systems.
lire hydrants parking lots. walkways. parko ays, driveways. landscaping. lernes sign.; and utility systems sewing the Common Areas
and all pa. Lhorcof. a :e-1 as eery+44e tbie 7zrt+rc'; for L 144-rr tome is Afea ( rp Lorrirra F�Nfr,t p. -s U+. m: t:+ Pm=et :tpLr F_.
Les%or shall not be obligated to pant the interior surfaces of exterior wa'k 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.
73 Utility Installations; Trade fixtures; Alterations.
(a) Definitions, The term "Utility Installations" rulers to all floor and window coverings, air and/or vacuum
lines, power panels, electrical distribution, security and fire protection systems, communication cabling, lighting li.xlures, 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-strucwral Alterations and Utility Installations to the interior of the Premises (excluding
the rool) without such consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing,
relocating or removing the roof or any existing walls, will not affect the electrical. plumbing, HVAC, and/or life safety systems, and the
cumulative cost thereof" during this Lease as extended does not exceed a sum equal to 3 month's Base Rent in the aggregate or a sum
equal to one month's Base Rent in any one year. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations
and/or install anything on the roof without the prior written approval 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 For 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 of the work, and (iii) compliance with all conditions of 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 150% of the estimated cost at such Alteration or Utility Installation and/or
upon Lessee's posting an additional Security Deposit with Lessor.
(c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been
furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or materialman's lien
against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days' notice prior to the commencement of any
work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the validity
or any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Promises against the
same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. II' Lessor shall
require, Lessee shall Furnish a surety bond in an amount equal to 15017o of the amount of such contested lien, claim or demand,
indemnifying Lessor against liability for the same. if Lessor elects to participate in any such action, Lessee shall pay Lessor's attorneys'
roes 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 or the Premises. Lessor may, at any time,
elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise
instructed per Paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of
this Lease, become the property of Lessor and be surrendered by Lessee with the Premises.
(b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to
the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the
expiration or 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.
W Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Data or any earlier termination date,
with all of the improvements, parts and surfaces thereof broom clean and free ordebris, 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 dales ioration that would have been
prevented by gmid maintenance practice. Notwithstanding the foregoing, if this Lcmc 'a for 12 months or less, then Lessee shall
surrender the Premises in the same condmon as dclivc%d to Lessee on the Start Data with NO allowance or ordinary swear and tear.
Lessee shall repair any damage occasioned by the installation, maintenance of removal or Trade Firaures, Lessee ffianed Alterations
and/or Utility Installations, furnishings. and equipment as well as the removal of any storage tank installed by or for Lessec. Lcssee shall
also eompletcly remove from the Premises any and all Hazardous Substances brought onto the Premiscs b} or for Lessec. or any third
Party (except Hazardous Substances which were deposited On underground migration from areas outside ol'the Premises), even if such
emovnl v.ould requii� Lessee to perform or pay for work that exiseds sl'atuloty r cluucments. Trade Fixture•; shall remain the property
c'Le,see and shall be removed by Losec. Any persnnal fruperty oh Lessec not removed nn or bel"arc the E:mirauon Dat u' .my earlier
termination date shall be deemed to have been abandoned by Lessee and n',ay be disposed of or retained by Lessor as Lessor may desire.
I he failure by Lessee to tin vly vacate the Premises pursuant w this Paragraph 7.4(c) without the express wriucn consent of Lessor shall
constitute a 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 M2 b), 83(a) and 8.3(b), shall be a Common Area Operating Expense, PnLaiul fe+pelity peri&d's amu enelrw-pfhr
ta; of esHend+ne be}end;-fhe ie+m 4 this Lease shafl be -I rFi ted to eeineitie %ith-the ccrrespend+nu Start Late of £-xpiratien Bete -Or
evidence of self insured retention in the some 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 or the Premises and all areas appurtenant thereto. Such
Insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an
annual aggregate of not less than $2,000,000. Lessee shall add Lessor as an additional insured by means of an endorsement w least 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 ror liability assumed under
this Lease as an "insured contract" [or the performance of Lessee's indemnity obligations under this Lcase. The limits orsid insurance
shall not limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement on its liability
policy(ics) 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 of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured
therein.
8.3 Property Insurance • Building, Improvements and Rental Value.
(a) Building and Improvements. Lessor shall obtain and keep in rorce a policy or policies or
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 Promises, 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 thecoverage 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 of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of
any portion of the Premises as the result ora 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 or the full Rent for one yew 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, I'or 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, eseeef eeeepaneyel tke-grentises:
LI
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 per
property. Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage
with a deductible t+noto 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 - —Business4a erwcap ea-Leseze-s4 11 eblata, and -r a;n}a+R 41." 4 rocew:e an. 4 e,o� e.af ftar
m s;a+attee im an; it ei: a5 v,41 re-irrtbuor' Les-see - "direst of 4-difeet less el-ear-o.t to eN Ferias ea t ns—oo }+R•.rtfed deia:h
byproJum lessees+R +11e business ofLs»ee er sti=ib.abke la pre,eniiRReL a,ess la tow Rr�r»ises as tr r2, 4t 4ersab FeFils.
E4--A-Varker's-Compensation-lrasur mcg.--L-ca ee s?taN-4b, m affcf-mmnterifi akerkeF'^. C-oiifrtms- can
I-t-,t; Fn nae to st.el, war Fie re7xket4- kr, --',�pFlialbke-kle.�}eiF,w?:tr -S —'4 FR.liaj s4a�k-+n<=u•le e'�ai+er tiF=rtrbr'a-a:N:tc�:i
e n.t«�F:;ert,ev,.. Lt7see shall FFo t<•!. Las;:: <++itk -r eey=: f e4o-� h-=seFr�_nt aiene +tr the ee Ftrr eta -f +a�.i.:n-c :-F e:ai�} aFthe Ft;;.iy
Fe-}ut+ed 3.
Id) No Representation or Adequate Coverage. Lessor makes no representation that the limits or firm,
of coverage of irsuranee 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 Eating" of at least A- VIL 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 clone anything which invalidates the required insurance policies. Lessee
shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates with copies of the required
endorsements evidencing the 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 sante.
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 clamages against the other, for loss of or damage to its property arising out of or
incident to the perils required to be insured against herein. The effect of such releases and waivers is not limited by the amount of
insurance 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 indemnify, protect, defend and
hold harmless the Premises, Lessor and its agents, Lessor's master or ground lessor, property manager, partners and Lenders, from and
against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys' and consultants' fees, expenses and/or
liabilities arising out or, involving, or in connection with, the use and/or occupancy of the Premises by Lessee. If any action or proceeding
is broueht against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee's expense by
counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any
such claim in order to be defended or indemnified.
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 or Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or
about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air
quality, the presence or mold or from the breakage, leakage, obstruction or other detects 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 or the building of which the Premises are a part, or from other sources or places, (ii) any damages
arising from any act or neglect orany other Lessee of Lessor or from the failure of Lessor or its agents to enforce the provisions of any
other 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 file 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
dale 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
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 dmnage Is Partial or
Total `
-- - .�- _(c) "insured Loss" shall mean damageordes ruction 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 83(a). irrespective of any deductible amounu 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 o1Applicable Requirements, and without deduction for depreciation.
(e} "Hazardous Substance Condition' shall mean th. occurrence or discovery of a condition
invalvins t,c prose r.ce ol', or u curta��ination by. a tlnzardous Substance, in. on. ur u_nder the Pr�m!ses or Common A;ea� which requires
restoration.
9.2 Partial Darnage - Insured Loss. II 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 lance and el'I'ect. Notwithstanding the Ioregoing, if the required insurance was
not in force or the insurance proceeds are not sufficient to affect 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 was due to the fact that, by reason or
the unique nature of the improvements, pull Replacement Cost insurance coverage was not commercially reasonable and available,
Lessor shall have no obligation to pay For the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless
Lessee provides Lessor with the funds to cover same, or adequate assurance thereof', within 10 days following receipt of written notice
of such shortage and request therefor. II' 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 lorce and
eprect. 11'such lands or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter
Lo: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this
Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not he entitled to
reimbursement of any runds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or
earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any
such insurance shall be made available for the repairs if made by either Party.
9.3 Partial Damage • Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused
by a grossly negligent or willful act of 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 after receipt by Lessor of knowledge ot'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 of the termination notice to give written notice to Lessor of Lessee's
commitment to pay for the repair or such damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or
satisfactory assurance thereof" within 30 days after making such commitment. In such event this Lease shall continue in full force and
effect, and Lessor shall proceed 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 shelf terminate as or the date specified in the termination notice.
9.4 Total Destruction. NOLwlthstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease
shall terminate 60 days following such Destruction. It' the damage or destruction was caused by the gross negligence or willful
misconduct of Lessee, Lessor shall have the right to recover Lessor's damages From Lessee, except as provided in Paragraph 8.6.
9.5 Damage Near End of Term, Vat 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 efrective as of the date of
occurrence of such damage by giving a written termination notice to Lessee within 90 days after the date oroceurrence of such damage.
Notwithstanding the Foregoing, if Lessee at that time has an exercisable option to extend this 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
of Lessor's written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires. IP Lessee
duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in
insurance proceeds, Lessor shall, at Lessor's commercially reasonable expense, repair such damage as soon as reasonably possible and
this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such
period, 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 or 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
full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 90 days after receipt by Lessor of knowledge
of the occurrence of such damage or destruction. Such termination shall be errective 60 days following the date of such notice.
9.7 Abatement of Rent; Lessee's Remedies.
-- - (a) —Abatement. In the event of Premises Partial Damage or Prenrses Total Destruction or a Hazardous
Substance Condition For which Lessee is not responsible under this Lease, the Base Rent payable by Lessee I'or the period required for
[lie repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee's use of the Premises
is impaired, but not to exceed the proceeds actually received by Lessor from the Rental Value Insurance, All other obligations of Lessee
hereunder shall be performed by Lessee, and Lessor shall have no liability For any such damage. destruction. remediation. repair or
restoration except as provided herein.
(b) 'termination; Advance Payments. Upon termination of this Lease pursuani to Para-raph 6'(2) or
Paragraph Y. an cquitahla adjustment shall be made concerning advance Bax. Rent and any oth,.r advance payments made by Lessee to
Lessor. Lessor shall, in addition. return to Lessee so much of Lessee's Security Deposit m has riot beenr or is not then required to be,
used by Lessor.
10, Real Property Taxes.
10.1 Definition. As used herein, the term "Real Property Taxes" shall include any form of assessment; real estate,general,
special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond,,
and/or license I'ee 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, (if) 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 I'or such calendar year based upon the number of days which such calendar year and tax 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 in the gale-trletieaef Cornmea--Area-9per�tittg-€-!tpeases-+n
aeeordanee-with-the-previsions of Paragraph 4.1
10.3 Additional Improvements. Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the time
C-eraraen-Area ftperatiao-Expeases-are-payable-wider-Pafagraph-4:3, the entirety of any increase in Real Property Taxes if assessed
solely by reason of Alterations, Trade Fixtures or Utility Installations placed upon the Premises by Lessee or at Lessee's request, or by
reason or any alterations or improvements to the Premises made by Lessor subsequent to the execution of this Lease by the Parties.
10.4 Joint -Asses sment,-J€Ehe--Butldir+�-isnetseparate{y-assessed-Rea�P+opert-)`Ta#es-aNeeated-tethe�uilding-shah-be
en egoi tahl egrapnrtietre€the-Rea4-{�r�peety-T'axes-ter-akl-ekEhe-laad�ad-+raprovemeffts+ac4uded�vi th+n-the-tax-pareel..assessed-such
rywpert-ie i to I e-detefm+aed-by'-LesseFfrenr-the-fespeeti-ve-ualaatiees-assi;aed-tn-the-assessor's weele-sheets-cx'-such-el#tee+nforarat-lea
as-stta ybe-feaseaa$4y'-avaiklv4e—Lessef's-reaseaable-detef a3•iaatioatheree f-r+n-;eed-€a+thrsha4l beeeaeaas+ve:
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 or 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 of Lessor. If any or Lessee's said
property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days
after receipt of a written statement setting Forth the taxes applicable to Lessee's property.
11. Utilities and Services. Lessee shall pay for all water, gas, heat, light, power, telephone, trash-dispesa4 and other utilities and
services supplied to the Premises, together with any taxes thereon.Te-the-extent-nay-suets-tit-i4}ties-aodlaf-serv+c-es-ale-rretseparatel-y
meteredrUessee-shah-{gay-Lessee3Sharetheree€+n-ac-eefdaaee-wick-Paragraph--T2-: PFetw+tksEandi+w-the-grEwisiettse€Paragfap414,�; it"
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 or the trash
receptacle and/or an increase in the number or times per month that it is emptied, then Lessor may increase Lessee's Base Rent by an
amount equal to such increasedcosts. There shall he no abatement or Rent and Lessor shall not be liable in any respect whatsoever for
the inadequacy, stoppage, interruption or discontinuance or any utility or service due to riot, strike, labor dispute, breakdown, accident,
repair or other cause beyond Lessor's reasonable control or in cooperation with governmental request or directions.
12. Assignment and Subletting.
12.1 Lessor's Consent Required.
13
(a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively,
"assign or assignment'), license or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior
written consent.
-- _ (b) Jrless Lessee is a corporation and its stock is publicly traded or. a nauarai stock cx I ange a change in the
control of Lessee shall constitute an h,si_nment requiring consent. The lra!sfer on a cumulative basis, of 2s9� or mon, of the votng
control of Lcssce shall constitute a change in control 1'or this purpose -
(c) The Involvement of Lessee or its assets in any traasaclion, or series at transactions by way of merger, sale.
acqui kion, financing. transfer, leveraged buy-out or otheiwi:e. which results or kill result in a reduction of [he Net Worth of Lessee
by art amount greater than 2590 or such Net Worth as it was represented at the time of the execution of this Lcase or at the time or the
m..., rczu- �,nm�rt to wh{ch Lessor has consented, or m It exists lh medialcl. pr r to sa j trani'l rr c, ttavacti n, construing
such radi t;' -, which vvr wns ora greal,or, shall be cors.dor..j an aa- gnmert of Lu Lease lc which Les ur may wb.hho,d its consen!.
"Net Worth of Losse " shall mean the net toes.' of Losse:. (includirv', any gucranw ;) estahlr hid under foncra'ly a��ecpted accounting
P1 inciples
(d) An assig"lnment or subletting without consent shall, at Lessor's option, be a Default curable after notice per
Paragraph 13.I (c), or a non -curable Breach without the necessity of any notice and grace period. Ir Lessor elects to treat such unapproved
assignment or subletting as o non -curable Breach, Lessor may either (i) terminate this Lease, or (it) upon 30 days written notice, increase
the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the event or such Breach and rental adjustment, all fixed
and non-lixod rental adjustments scheduled during the remainder or the Lease term shall be increased to 11090 of the scheduled adjusted
rent.
(e) Lessee's remedy for any breach or Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or
injunctive repel.
(0 Lessor may reasonably withhold consent to o proposed assignment or subletting if Lessee is in Default at the
Lime consent is requested.
(g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to
be used by a third pm Ly vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.
12.2 Terms and Conditions Applicable to Assignment and Subletting.
(a) Regardless of Lessor's consent, no assignment or subletting 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 of 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 o1Les'see's obligations from any person other than Lessee pending
approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of
Rent or performance shall constitute a waiver or estoppel of Lessor's risk[ to exercise its remedies for Lessee's Delaull or Breach.
(c) Lessor's 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 the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without
first exhausting Lessor's remedies against any other person or entity responsible 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 Lessor's determination as to the rinancial and operational responsibility and appropriateness of the proposed assignee or
sublessee, including but not limited to the intended use and/or required modification of' the Premises, if any, together with a fee of
$1,000.00 as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or
additional information and/or documentation as may be reasonably requested. (See also Paragraph 35)
(t) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering into
such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform
and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the tern
ol'said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions clan 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 of 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 [he 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 or the foregoing or any assignment orsuch sublease, nor by reason orthe collection or Rent, be deemed liable to the sublessee
14
for any failure or Lessee to perform and comply with any of Lessees obligations to such sublessee Lessee hereby irrevocably
authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance
of Lessee's obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon
any such notice from Lessor anc!4-all pay all Rents to Lessor without any obligation or right to me cliremin whether such Breach exist;..
notwithstanding any claim from Lessee to the comrary,
(b) In the even; of a Breach by Lessee Lessor may. at its option, ratan% sublessee to @horn to Lessor, in which
event Lessor ihall undertake the obligations of die sublessor under such Sublease from the time of the exercise of said option to the
expiration of such sublease: provided. however. Lessor shall not be liable ror any prepaid ants or security deposit paid by such suhlessee
to such suhlcssor or for any prior Defaults or Breaches of such sublessor.
tel Any mailer requiring the consent ol'the sublessor unlcr a suhlcaac shall also require the consent of Lessor.
I,.!, No net ,'ce shel' I ;her assn r or all or any pa.t of the Pr tugs eoiJhul Lessors 1 riot v;ritt,r.
13. Default; Breach; Remedies,
13.1 Default, Breach. A "Default" is delined as a (allure by the Lessee to comply with or perform any of the terms,
covenants, conditions or Rules and Regulations under this Lease. A "Breach" is delined as the OCCUrrence of one or more of the
l allowing 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 hevu vacated the Premises if Lessen
ceases to continuously operate its business in the Premises for a period ors consceutive 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 lulllll any
obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 5 days following
written notice to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT
SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER
POSSESSION OF THE PREMISES,
(c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste,
act or acts constituting public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue I'or
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, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (Iv) an Estoppel Certificate
or financial statements, (v) a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document
requested under Paragraph 40, (viii) material data sarety sheets (MSDS), or (ix) any other clocumentation or information which Lessor
may reasonably require of Lessee under the terms or this Lease, where any such failure continues for a period of 10 clays 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 hereof, other than those described in subparagraphs 13.1(1), (b), (c) or (d), above, where such Default
continues for a period of 30 days after written notice; provided, however, that if the nature of Lessee's Default is such that more than 30
days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day
period and thereafter diligently prosecutes such cure to completion.
In The occurrence of any of the following events: (i) the making of any general arrangement or assignment for
the benefit or creditors; (ii) becoming a "debtor" as defined in I I US.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 net 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 ar'fect the validity
of the remaining provisions.
(g) The discovery that any financial statement or Lessee or of any Guarantor given to Lessor was materially
False. `
(h) If the performance of Lessee's obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii)
the termination 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 of a bankruptcy riling, (Iv) a Guarantor's refusal to honor
the guaranty, or (v) a Guarantor's breach of its guaranty obligation on an anticipatory basis, and Lessee's failure, within 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 cr exceeds thecombined financial resources or Lessee and the Guarantors that existed at the time ofexecution
ofthis Lease.
15
133 Remedies, 11 Lessee rails 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 policiesor governmental licenses. permits or approvals. Lessee
shall pay to Lessor an amoun,. equa!tFrilie costs and expenses incurred by Lessor in such performance upon �ncipt of all invoice [herelor.
In the event of a Breach, Lessor may, with or without f urther notice or demand, and wl:hout limiting Lessor is the exercise at right
or remedy which Lessor may have by reason of such Breach.
(a) Terminate Lessee's right to possession of the Premises by any lawful means. in which case this Lease shall
terminate and Lessee shall immediately surrender possession to Lessor. In such even: Lessor shall be eninied to recover from l..essee,
(i) the unpaid Rant which had been earned at the lima of lcrminatlonl (ii) the worth at the tlmu of award of the amount by which the
unpaid Ren, which would have been earned after lerminauon until the lime of award exceed; the amount of °.ah rental lass that Lessee
proves could have beer r csonably avoided'. Out the worth at the time of award of the arnount h which the unpaicl Rent fur the balance
of the farm after the time of award exceeds the amount of such rental lass 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 thine; would be likely to result therefrom, includingbut not limited to the cost of
recovering possession of the Premises, expenses of re-letting, including necessary renovation and alteration of the Premises, reasonable
attorneys' Fees, and that portion of any Leasing commission paid by Lessor in connection with this Lease applicable to the unexpired
term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence
shall he computed by diseount'mg such amount at the discount rate of the Federal Reserve Bank or the District within which the Premises
are located at the time of award plus one percent. Erforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall
not waive Lessor's right to recover any damnges to which Lessor is otherwise entitled. If termination of this Lease is obtained through
the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as
are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. II' a notice and Brace 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, I, In such case, the applicable grace period required
by Paragraph 13.1 and the unlawful detainer statute shall nm concurrently, and the Failure of Lessee to cure the Detaull 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 of maintenance, elions to re-let, and/or the appointment ora
receiver to protect the Lessor's interests, shall nal constitute a termination of' the Lessee's right to possession,
(c) Pursue any other remedy now or herearter available under the laws orjudicial decisions ol'the state wherein
the Premises are located. The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not
relieve Lessee From liability under any indemnity provisions of' this Lease as to matters occurring or accruing during the term hereof' or
by reason of Lessee's occupancy of the Premises.
13.3 Inducement Recapture. Any agreement for Free or abated rent or other charges, or for the giving or paying by Lessor
to or For Lessee of any cash or other bonus, inducement or consideration for Lessee's entering into this Lease, all of which concessions
are hereinafter referred to as "Inducement Provisions", shall he deemed conditioned upon Lessee's full and faithful performance of all
of the terms, covenants and conditions of this Lease. Upon Breach or this Lease by Lessee, any such Inducement Provision shall
automatically be deemed deleted from this Lease and of no further Force or effect, and any rent, other charge, bonus, inducement or
consideration theretofore abated, given or paid by Lessor undersuch 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 ol'rent or the cure of" the
Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless
specifically so stated in writing by Lessor at the time of such acceptance.
13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not
contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain, Such costs include, but are not limited
to, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender, Accordingly, if any Rent
shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement For notice to Lessee, Lessee
shall immediately pay to Lessor a one-time late charge equal to IMe 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 or such late charge by Lessor shall in no event constitute a waiver of Lessee's Durant or Breach with respect to
such overdue amount, nor prevent the exercise of any of' the other rights and remedies granted hereunder, In the event that a late charge
is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithsmnding any provision of this
Lease to the contrary, Base Rent shall, at Lessor's option, become due and payable quarterly in advance.
13.5 Interest. Any monetary payment due Lessor hereunder, other than laic 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 10%n per annum
but shall not exceed the maximum rate allowed by law, Interest is payable in addition to the potential late charge provided for in
Paragraph 13.4. `
13.6 Breach by Lessor.
(a) Notice of Breach. Lessor shall not be deemed in breach ol'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
he less than 30 days alter`oceip[ by Lessor, and any Lender whose name and address shall hove been I'urilisTcd Lessee in writing for
such purpose, of written notice specifying wherein such oblisation of Lessor has not been performed, provided, however, that if the
nature of Lessor's ohligation is such that more than 30 days are rcasonahly required for its perfxmance. then Lessor shall not be in
breach if perinrinance is commenced within such 30 day period and Lherealterdiligentlypursued to completion. Under r,o circumstances
shall Lessee have the right to terminate the Lease as a result of Lessor's breach or alleged breach of the Leasc.
(b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lendcr cures said breach
,eithir. 30 days 11 tel receipt ol'satJ r uce. or ti h:tvin cornnm�ced said cure they cl not dllig�r,l1 p" -suc i, L_, mpletion. than Lessen
may upon 30 days prior .;ritt2n r mice to Lessor. elect to cora said breach at Lessee's expQns^ and should Lc�sr lat!x refuse to
remilou se Leisca For the actual, itemized, third-party cost of such cure within 30 days I'olloevir , Lessor's receipL ofLessee's itemized
invoice lot same. Lessee may offset from Base Rent the actual and reasonable cost to Perform such cure, provided hnwever, thus such
ollsel shall not exceed an amount equal to the greater of one month's Base Rent or the Sccurity Deposit, reserving Lessee's right to
reimhuisemenL 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 of said power (collectively "Condemnation"), this Lease shall terminale as to the part taken as of the date the condemn m,
nuthorlty takes title or possession, whichever first occurs. If more than Mck of the poor area of the Premises is taken by Condemnation,
Lessee may, at Lessee's option, to he exercised in writing within 20 days alter Lessor shall have given Lessee written notice of such
taking (or in the absence of such notice within 20 days alter the condemning authority shall have taken possession) terminate this Lease
as ol'the date the condemning authority takes such possession. It Lessee does not terminate this Lease in accordance with thelore-oing.
this Lease shall remain in lull farce and effect as to the portion of 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
be the property of Lessor, whether such .Huard shall be made as compensation for diminution in value of the leasehold, the value of the
part taken, or for severance damages; provided, however, that Lessee shall he entitled to any compensation paid by the condemner for
Lessee's relocation expenses, loss or 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, if any.
is. Brokerage.
15.1 Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent and warrant to the
other that it has had no dealings with any person, Pum, broker car tinder (other than the Brokers, if any) in connection with this Lease,
and that no one other than said named Brokers is entitled to any commission or finder's fee in connection herewith. Lessee and Lessor
do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges
which may be claimed by any such unnamed broker, finder or other similarparty by reason of any dealings tractions of the indemnirying
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 no estoppel statement orcertificale in writing in the form designated by Lessor
(or Lessor's Lender or 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 stating that: (i) the Lease is in full force and effect without modification except
as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party's performance, and (iii) 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 Certificate. 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 be 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 10% of' the then existing Base
Rent or $100, whichever is greater for remainder of' tile 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
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 artery of the other rights and remedies granted hereunder.
(c) 11' Lcssor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantor shall within
10 days after written notice Iron Lessor deliver to any, potential lender or purchaser designated bt-Lessor such-Hraancial statements as
may he reasonably required by such lender or purchaser, including but not limited to Lcsscc'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 Ibrih-
17. Definition or Lessor_ The term "Lessor' as used herein shall moan [Ile owner or owner at the tome in question of
the feu title to the Premises, or, if this k a subbase. of the Lessee's interest in the prior lease In the event of a transfer of Lessor's tide
or interest in the Premises or this Lcasc. Lesser shall daliver to the transferee or assience (in cash or by credit) any unused Security
Deposit held by Lessor. Upon such transfer or assignment and ddlivcry of the Security Deposit, as alorestid, the prior Lcssor shall be
relieved of all hahility with respect to the obligations and/or covenants under this Lease thereafter to he perlirrmcd by the Lessor
Subject to the foregoing. the obligations and/or covenants in this Lease to he performed by the Lessor shall he binding only upon the
Lessor as hereinabove dclmcd.
18. Severability, The invalidly of any provision or this Lease, as determined by a court or competent jurisdiction. shall in no way
affect the validity of any other provision hereof.
19. Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall mean and refer to
calendar days.
20. Limitation o'o Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor, or its
partners, members, directors, officers or shareholder, and Lessee shall look to the Premises, and to no other assets of Lessor, for the
satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor's partners, members, directors,
officers or shareholders, or any of their personal assets for such satisfaction.
21. Time of Essence, Time is of the essence with respect to the performance of all obligations to he pertormcd 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 from 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 Vansmitfed 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
or 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 of any Default or
Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding
any qualifying statements or conditions made by Lessee in connection therewith, 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
is
THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE
PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH
THIS LEASE.
25. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the c\pirutinn or
termination of miG Lease. In the event that Lessee holds over, then the Base Rent 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 hereir.
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 possiblebe euonulativc
with all other remedies at law or in equity.
27. Construction of Agreement. In construing this Lease, all headings and Lilies are for the convenience of the Parties 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 be governed by the laws of the 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; Attornment; 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 orally 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 dales 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, acorn to such new owner, and upon request, enter into a new lease, containing all of the terms and
provisions ol'this Lease, with such new owner for the remainder critic we term hereof, or, at the election of the neowner, 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 orally 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 rifler 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 ora Non -Disturbance Agreement.
29.4 Self -Executing. The agreements contained in this Paragraph 29 shall be effective without the execution orally 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 or judgment, 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
fully reimburse all attorneys` lues reasonably incurred. I addition, Lessor shall beentitled toattorneys' fees, costs and expenses incurred
in the preparation and service of notices of Default and consultations in connection therewith, whether or not a lean! action is
subsequently commenced in connection with such Default or resulting Breach (5200 Is a reasonable minimum per occurrence 1'or such
services and consullation).
31. Lessor's Access; Stowing Premises; Repairslessor and Lessor's a¢ants shall have the richt to enter the Pfrmise5 al any
time, In the case of an emergency, and otherwise at reasonable times after reason,abl;: prior nntlee I'rir the propose orshowing the Same
to prospective purchasers, leaders. or Lessees. and making such alterations. repairs. improvenun;s or additions to the Premises as Lessor
may chest necessary or deslrnbie and the ereetina. using and rnulntainir,g of utilitiesservices, pipes sad conduits through the Premisrs
.imUor other premises as Ion-g u> there is no m3tei i,il adver;c effect or L_ss v s use -I the Prey ns_ui All such ru vil!e, s »ll be ti iilhout
ahatement of rent nr IiuhiBLy tr, Lessee.
32. Auctions- Lesser shall not conduct. nor permit to he conducted, any auction upon the P;t,riscs ,. rhout Lessor's prior wrlucn
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 of the Premises, the doors, exterior walls or the roof ol'the Building, or anywhere else within the Shopping Center outside of
the Premises, or on any interior portions of the Premises that arc visible from the exterior of the Premises, any signs, advertisements,
names, insignia, trademarks. descriptive material or any other items without Less'or's prior written consent, which consent shall be
granted or denied at Lessor's sole discretion. Lessor shall designate the size, shape, color, design, and location of all exterior slgn(s) to
be installed by Lessee, and Lessee shall, at Lessee's sole cost and expense, fabricate, construct and install all such signs) in full
compliance with Lessor's designation and in accordance with the ,Sign Criteria 1'or the Shopping Center attached hereto, if any. Lessee
agrees to submit plans and specilicabons I'or Lessee's sign(s) I'or Lessor's written approval within 30 days after the full execution hereol'
and to install such sign(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 the 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 of one 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 it 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 ol'any such
lesser interest, shall constitute Lessor's 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 far 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. Lessor's 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 to consents to art assigmnent, a subletting or the
presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor.
Lessor's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this
Lease exists, nor shall such consent be deemed a waiver of any thomexisting Default or Breach, except as may be otherwise specifically
stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor's consent shall
not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to
the particular 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.
20
36.2 Default. if shall constitute a Default of the Lessee if any Guaramor !ails or refuses, upon request to provide; (a)
evidence of the execution of the guaranty. including the authority or the party signing on Gaaratntoi's 6e15aii to obligate Guarantor, and
In the case of a corporate Guarantor. a certified copy ora resolution o1its board of directors authorizing- the Making of such guaranty.
(b) currant financial statements, (c1 an Fsstoppel CertTcme, or (d) written confirmation that the guaranty is stillin elfact
37, Quiet Possession. Subject n) payment hp I.sssec of the Rent and performance of alt of Cee covenants conl,iiona and provisions
on Lessee's part to be observed and p- r'ortned under this Lea Lessee shall have quiet possession and quiet enjoyment of the Pr8 n1
15e3
during, the teen hereof.
35, Options. It Lessee is h;rantsd any Optionas defused then the I'ollov. ima provisions shall apply.
38,I 'Definition 'Option" shall me.ut (n1 khe rillu to extend or reduce the term of or r,new this Leaa< or to -arced oz
reduk:c the term of or renew any lease that Lessee has on othor property or Le,soc, and (b) the richt of firs, relLsal or firs: olier 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 Lo th,: original Lessee,
and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in Cull possession
of the Premises and, if' requested by Lessor, with Lessee certifying- that Lessee has no intention of !hereafter assigning or sublattine.
33.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option
cannot be exercised unless the prior Options have been validly exercised.
38.A Effect of Default on Options.
(a) Lessee shall suave no right to exercise an Option. (1) during the period commencing with the giving of any
notice oFDei'autt 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 ar this Lease, or (iv) in the event that Lessee has been given 3
or more notices of separate Default, whether or not the Defaults are cured, during the Term of the Lease.
b, The period of lime within which an Option may be exercised shall not be extended or enlarged by reason of
Lessee's inability to exercise an Option because orthe provisions or Section 38 4(a).
39. Security Measures, Lessee hereby acknowledges that the [tent payable to Lessor hereunder does not include the cost of guard
service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all
responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties. While
Lessor dors not assume any responsibility to provide any security measures or any liability far failure to provide security measures or
for any inadequacy thereat; Lessor shall have the authority to institute or continue such security measures as Lessor in its sale discretion
deems necessary or appropriate from time to time, the cost and expenses of which shall be considered Common Area Operating
Expenses,
AU. Reservations. Lessor reserves the d0i(: (i) to grunt, without the consent or joinder of Lessee, such easements, rights and
dedications that Lessor deems necessary, (ii) to cause the recordation or 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.
AI. Building Planning. Lessor shall have the right at any time or times, upon giving Lessee not less than 66 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 move Lessee into such new space, provided that the usable area or such new space is not less than the usable
area of the Premises and provided that all of Lessee's reasonable out -al -pocket moving expenses (including but not limited to the cost
of moving Lessee's personal property, the cost a[ 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
Lsssor, and provided further that Lessor shall construct at Lessor's expense such improvements to such new space as shalt 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 rut! 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 at the Premises to such new location. Ir 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 rightto cancel this Lease
by giving Lessor written notice thereof within 15 days or receipt or Lessor's notification or its intent to relocate Lessee. Lessee's failure
to give such notice within such 15 day period shall be deemed Lessee's approval of the new space, It timely notice is given by Lessee,
21
then this Lease shall terminate unless Lessor rescinds Lessor's prior notice ars its intent to relocate Lessee within 10 days after Lessor's
receipt of Lessee's notice of cancellation.
42. Authority; Multiple Parties; Execution. '
(a) II' either Party hereto is a corporation, trust. limited liability company, partnership, or similar entity, each individual
executing this Lease an behalf of such cntily represents and warrants that he or she is duly authorized to execute and deliver this Lease
on its behalf Each Party shall, within 30 days after request deliver la the other Party satisfactory evidence at such authority.
(b) Ir this Lease is executed by more than one person or emit) as "Lessee each such person or entity shall he jointly and
Severally Mable hereunder It is acreed that any one or the named Lessees shall be empowered to execute any amendment La this Lease,
ar ether document ancillary thereto and bind all of the named Lessees n d Lessor nay rely on the same as if ail of the malted Lessee;
hall e:;ecutcd such dacumunt.
(e) This Lease nay be executed by the Parties in counterparts. each of which shall he deemed an original and all at which
together shall constitute one and the same instrument.
43. Conflict. Any conflict between the printed provisions or this Lease and the typewritten or handwritten provisions shall be
controlled by the Lypewriue r or handwriuen provisions.
44. Offer. Preparation of this Lease by either Party or their agent and submission of same to the other Party shall not he deemed
an offer to lease to the other Party. This Lease is not intended to be hinding until executed and delivered by all Parties hereto.
45, Amendments. This Lease may be modified only in writine, signed by the Parties in interest at the time or 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 obtainine of normal financing or
reMancine or the Premises.
46. Arbitration of Disputes. An Addendum requiring the Arbitration of all disputes between the Parties arising out of this Lease
❑ is ❑X is not attached to this Lease.
47. Accessibility; Americans with Disabilities Act,
(a) The Premises: have not undereone an inspection by a Certified Access Specialist (CASA). Brave -aide gene an
inspection -by aEertiGed--Aeee rs-SPee41ist-(gyp)-and-44 was determ+ned-thot the {zrera+ses-mess-aFl--appl+eab4e-eenstfuetion-relates{
aeeels+blFitytsEaWeFinaci-vikCmdu4533-Feusecfi9barvecrnde oenean+nsPeetiendyeGent+kter-l-Aeeess--Speeialist
(CA* -and -At Aas determ+ned-thiR t4x Fretrtises did get Bseei a}I-app cab e-ee s coot en -related --a eessib+ y s andards�a scant-te
C-aliler-nta QvtL Eede-§5-5.§-Fetseg:
(b) Since compliance with the Americans with Disabilities Act (ADA) is dependent upon Lessee's specific use of' tile
Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar leeislation.
In the event that Lessee's specific use orthe 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 cast and expense. Subject to the terms of this Lease, Lessee shall indemnity, defend, hold harmless and reimburse Lessor
from and against any and all claims, actions, causes of action, dam demands, liabilities, obligations, lasses 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 aeainst Lessor, its agents and assiens, 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 Oreanizatio r is not currently an active member orany Branch or in the Reserve
OF any Branch of' the Armed Forces of the United States or America, and. Further waives all of his/her/their riehts 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.
22
The parties hereto have eecculcd this Lease a! the place and on the dates specilicd ahove their respective signatures.
LESSOR.
Rio vis l Vast. I -LC,
a Col!I'nn i� Li ntitcd Lin�i!'
By
N iuc Prin c . Rich tP. her
Ti,b-: die mhcr
Address. do %VREY1
3146 Red HIII Ave„ Suit-' 150
Costa MCsa. CA 92026
Telephone: (714) 427-5977
Facsimile: (714)427-5922
Email: kathy@vvrem.com
Email.
Federal ID No. 33-0777028
LESSEE
Santa Ana Police Depnitm—mt
3 chvi,lon 111 e Uy of S to -i Ane t mun cepa r� a;ion
_..
See Atlac`t d _.
t
V nN Print 4 Rawl Cindl i II -
Tide Cite Manu_er
Address. 20 Civic Center PI;¢a. 'a'" Flcur
Santa Ana. Cu. 9?701
Telephone:(714) 647-5200
Facsimile: ( )_
Email: reodinez@santa-ana ore
Entail
Fcdcrnl ID jNfn
ht
ATTEST:
e* at
r
MARIA HUIZAR
''"�w."Clerk 01,01C Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney n
Tamara Bokosian
Assistant City Attorney
FOR APPROVAL:
Oavid a tlM F�
Chief of Police
24
CITY OF SANTA ANA
aA GODINU, 11
City lvbnaeer
6xhihit `A"
Shia Plein
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EXHIBIT "E"
-- MEMORANDIJ-DI-0F LEASE TERM COD9N9ENCENIENT -- --.
This Form is prepared by Rin Vista West. LLC ( Lessor ) and submitted to ['Lessee ) per the terms of the Lcasa dated for
Premises at McFadden Avcnuc. Santa Ana, CA. Lessee shall citherconririn all informationas true and correct a r make the appropriate
notations where Lessee dlsaorecs with the inlormation supplied by Lessor.
Confirmation of Lease Terms,
I Dale of Lcasc,
2. Dale of Delivery of Premises by Lessor'.
3. Lease Term Commencement Datc.
d. Date of Expiration of Initial Lease Term:
5. Options to Renew.
6. Date of Minimum Rent Commencement
7. Date orAdjustmcnts (CAM) Commencement:
8. Total rentable square foclase or Premises:
9. Total prepaid Minimum Rent and Adjustments:
10. Total Security Deposit:
Lessee Acknowledges:
Lessee has inspected the Premises, including without limitation its physical attributes, square footage, frontage and
conllguration, and accepts the Premises in their "As Is" condition as delivered by Lessor.. except Ica the following ji—no exceptions",
enter "NONE): _
Lessee acknowled¢es that the FIVAC system, electrical, plumbine and mechanical systems servicing the Premises are in good
working order as of the Leasu Term Commencement Date, except for the following (if"no exceptions", enter "NONE"): ___
Lessee has not relied on any statements, promises, inducements, representations or wmranties by Lessar nor any agent, broker,
employee, rnanager or contractor or 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 or Lease 'Form 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 Siert - aoorove for farm only
Audrey B. Williams, President
Date:
EXHIBIT "E"
Lessor's Initials:__
Lessee's Initials;
s3
EXHIBIT "T"
FORST OF LESSEE'S ESTOPPEL CERTIFICATE
The underigned, as Lessec. under that cererin Shopping Center Retail Lease dated 2i)_, made wilh
RIO VISTA WEST LLC. a California limited liahility company. its Lessor, herehy certifies as John',. s
That the undcislgncd has entered into occupancy of the Premises described in the Lease:
?. Tha� 0-t Lease is in lull lore c and efl_•cl m d ham mol b u a;sl m.d. modil-icd, supplemented of omen d in anv way.
c:uept ❑s fahuws. ---- -- -- ----- __--
3. That the Lease represents the entire agreement between the parties as to the leasing of the Premises:
4. That the Commencement Date ol' the Lease is
5. That there is an unexpired term under the Lease of _ (_) years;
6. That all conditions of the Lease to be performed by Lessor and necessary to the enforceability of the Lease have been
satisfied;
7. That there are no defaults by either Lessee or Lessor thereunder,
8. That no rums have been prepaid, other than as provided in the Lease; and
9. That on this date there are no existing defenses or offsets which the undersigned has against the enlbrccment 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 nosily the holder of any mortgage affecting the Premises of any default on the part of Lessor which Lessee proposes
to cure and deduct from 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 of 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 Sign — for Form onh _
EXHIBIT "G„
RULES AND REGULATIONS
Lessor hereby establishes the Following rules and regulations for the safely care and cleanliness of (i) the store arcus
(hereinaf ter relcrred to as the 'demised premises') of any Lessee of Lessees of the Center (hereinafter rel nred to as the Lessee ): (it)
the common area, and (til) the Center in general. or for the preservation of good order'
A. FOR THE STORE AREAS:
I. All Iloor areas of the demised premises (,including vestibule,. entrances, and air rtvurns). doors. lixtures,
windows, and plate glass shall be maintained in a clean, sale and good condition.
2 All trash, refuse, and waste materials shall be stored in adequate containers and regularly removed from the
demised premises, These container shall not be visible to the 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 Ind 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 fire hazard or nuisance at the expense of the Lessee involved.
No portion ol'the 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, newsstand, shoeshine stand, refreshment, vending or other cam operated machine shall
be installed or placed on the sidewalk or walkway area ad_'lacent 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 thereat', 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 I'or the storage o1any merchandise, materials or other
properties, other than those reasonably necessary for the operation of a Lessee's business. Lessor may, from time to time, inspect the
demised premises to insure compliance with the Foregoing provisions.
S. Except for professionally prepared signs, Lessee shall not black out or otherwise obstruct the windows or the
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. II'such Lessee fails to routinely collect
and store said carts as necessary (at least twice on a daily basis), Lessor may assume the responsibility of same and may bill the Lessee
involved on an estimated monthly basis for such service,
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, il' 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.
No person shall use any utility area or truck loading area reserved for use in conducting business, except for
the specific purpose for which permission to use these uraus has been given.
d. No employee shall use any area Ina mrnoa v,'hcle pankirg execpt the arca spccihl ally designated Iol
employee paling Ior the particular period ofume-We use of tio-he-made. No Lesse shall designate an arca lot emplolve Valk, cxcq,—
We arca designated in wailing p Lessor.
5. Without dte prior written consent of Lessor, no person shall use any of me Common Area;
IN (I) Vending. peddling or sohciunm olden; for sale or distributing of any merchandise, device, service, periodizul.
book pamphOt. or other mauer. (ii) ExhlhH&g any non-pHdissional sign, placard. Gunner, notice or other velum
material or d _rihutm; ap circular booklet. handhill. placard. or other a.wtcrial. (iii) s-tcitinl� memhcrship in un}
t tnlzwion, gaup. or u,:reiationol 'oblong cormibut w for any purpose or pa adim. patrolling, pik.•tin:.
demonstrating. or engaging In condue tient might ACrfcrc with the use of the Common Areas or be detrimental to arta
ol'the Gassiness estublishment,i m the Center: (iv) Using the Common Areas for any purpose when none of the business
establishments in the Center arc open for husmosE (v) Discarding up paper, glass. or extraneous matter of any had.
except in desiumatcd receptacics (W Usirg a sound-muk'mg device shut isgrossly unnoy-Ing or unpleasant to the
general public: or (vii)
Damaging any sign. light standard, or fixture. Inndscaping material or other improvement or property within the
Ccntcr.
The above, listing of specilic prohi6ltions is not intended to he exclusive, but is intended to indwatc the
manner in which the right to use the Common Areas solely as a means of access and eonvenienec In shopping at the
business establishments in the Center is limited and controlled by Lessor.
EXHIBIT "H"
Restricted Uses
As oFLyly 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.
S. 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 entitles in the financial services business, as well as the operation of ATM's and
financial Drive-thrus.
7. Asa business offering money wiring or transfers, money loans, money orders, bill paying or
related financial services.
3, 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, (e) tea or tea based drinks, (d) gourmet brand -identified brewed coffee, and (e) blended
beverages, including without limitation, those containing the following: coffee, espresso.
EXHIBIT "I"
Santa Ana Police
Addendum to Lease dated July 1, 20i8 -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. Option 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 term(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 lies 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 term 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 thud option term to be valid.
Airy 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 2F,NEW or extend may be exercised only by the original Lessee while physically occupying the
Premises and any consent by Lessor to assignment or sublease oj'the Premises shall not he construed as a waiver
of this prohibition.