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HomeMy WebLinkAboutCarlsbad Unified School District; 1995-07-19;\' ?ITE IT- DON'T SAY ;"! Date July 19 T~ File 0 Reply Wanted From Karen ONo Reply Necessary RE: FIRST AMENDMENT TO GROUND LEASE AT SAFETY CENTER This amendment modifies the Original Lease between the City and CUSD for the use of modular building and parking at the Safety Center. THE ORIGINAL LEASE WAS APPROVED AS AN EXHIBIT (EXHIBIT "E") TO THE AGREEMENT BETWEEN THE CITY/H&R COMMISSION AND SCHOOL DISTRICT FOR THE CONSTRUCTION OF THE SENIOR CENTER/CUSD SCHOOL ADMINISTRATION BUILDINGJ ON 4/5/88. AIGNER FORM NO 55-032 PRINT1 v .t h 11 A. :?OO ELM AVENUE TELEPHC CARLSBAD, CALIFORNIA 92008 (619) 434-2 Office of the City Clerk Mitg of MarlJ3bab September 16, 1988 Thomas Brierley, Superintendent Carlsbad Unified School District 6350 A Yarrow Drive Carlsbad, CA 92009 Re: Enclosed for your records is a fully executed original agreement for cooperation between the Carlsbad Unified School District, the Carlsbad Housing and Redevelopment Commission, and the City of Carlsbad for the Senior Center/School Administration Office, Constract No. C-45-8788. Agreement for Senior Center/CUSD School Administration Office gi&zfi eputy City Clerk Enc . , w 'I, I I - - July 13, 1995 Carl sbad Unified School District 801 Pine Carlsbad, CA 92008 Re: First AnxxYdnIent to G~~XX? Lease at Safety Center The Carlsbad City Council, ae Its meeting of July 11, 1995, adoptc Resolution No. 95-194, approring a First Amendmertt to the GrouI Lease at the Safety Center with the Carlsbad Unified Schoc District to provide for an exchange of modular units plus t additional parking spaces for the school district and commensurate rental increase e? Enclosed is a copy of ResoLuLion No. 95-194 and a copy of t signed amendment for your records.. d*- / ?;TLiTZ* < /4+ / ( / RM , CMC Assistant Ci y Clerk KKK: i jp Enclosures - __ ___ 1'200 C,>rlsbad Village Drive - Carlsbad, Calrfornla 92008-1 989 - (61 9) 434-28 L L m I WEXHIBIT 2 FIRST AMENDMENT TO GROUND LEASE AT SAFETY CENTER This First Amendment to the Ground Lease, dated July 1, 1988 (also Exhibit E of Contract No. C-45-8788) is made on this 12th day of JULY , 1995 between the Carlsbad Unified School District (lessee) and the City of Carlsbad (lessor)# RECITALS WHEREAS, THE PARTIES ENTERED INTO an Agreement for Cooperation, dated March 23, 1988, and a subsequent Ground Lease on July 1, 1988, for lessee’s use of modulars and parking space at lessor’s Safety Center, and WHEREAS, it is desirable to amend said lease to provide for an exchange of modular units plus ten additional parking spaces to the lessee and a commensurate rent increase. NOW, THEREFORE, the parties agree as follows: 1. Paragraph 2 of the Ground Lease is amended by changing the square footage from 3260 to 3000 and adding after the existing text the following: Lessee agrel to turn back to the City one (1) 12’ x 58’ storage modular (indicated as #1 on the plot plan attached and marked Exhibit A to First Amendment to Ground Lease) in exchang for the use of the restroom modular (indicated as #4 on Exhibit A). 2. Paragraph 3.1 is amended by adding the beginning and ending dates of tl term of ten years as: July 1, 1988 and July 30, 1998 respectively. 3. Paragraph 4 of the Ground Lease is amended by increasing the monthly rental by $450 per month from the current rate of $754 to $1,204 for the duration of th lease. 4. Paragraph 6 of the Ground Lease is amended to increase the number of vehicle storage spaces from twenty-two (22) to thirty-two (32) at the sites shown on Exhibit A . 5. 6. The change in the rental amount shall be effective January 1, 1995. Except as expressly modified herein, the remaining terms and conditions the Ground Lease remain in full force and effect, IN WITNESS WHEREOF, the parties have executed this First Amendment to the Ground Lease as of the date set forth above. MIS95100.FM , I c' w i m . LESSEE: LESSOR: Carlsbad Unified School District City of Carlsbad Date: 4z -*9s- -L Appr ed as to f rm: fi&&& Attorney for CUSD ' Br3d.l ppp....-9 5-24-9s MIS95100.FM c I .act NO. L-45-8/88 A 3 w + \ AGREEMENT FOR COOPERATION BETWEEN THE CARLSBAD UNIFIED SCHOOL DISTRICT, THE CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION, AND THE CITY OF CARLSBAD 1. PARTIES AND DATE 1.1 This Agreement is entered into this 23rd day of March , 1988 by and among the CARLSBAD UNIFIED SCHOOL DISTRICT, a public agency ("District") , the CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION ("Commission"), and THE CITY OF CARLSBAD ("City"). 2. RECITALS 2.1 The City has adopted Ordinance No. 9639 on July 20, 1982, which ordinance approves the Village Area Redevelopment Plan ("Redevelopment Plan") and establishes the Village Projec Area ("Project Area") pursuant to the California Community Redevelopment Law (Health and Safety Code Section 33000 et seq.) for the redevelopment, replanning and redesigning of certain blighted areas within the City of Carlsbad which require redevelopment in the interest of health, safety, and general welfare of the City of Carlsbad. 2.2 The District, the Commission and the City wish to enter into this Agreement for Cooperation to provide mutual ai and assistance in the redevelopment of certain areas of the City through the acquisition, exchange, relocation, and construction of public school facilities and other public facilities. More specifically, and subject to the conditions described hereinafter, the Commission and the District wish tc cooperate in connection with the following redevelopment activities: (a) Conveyance of a portion of property owned by the District (which property to be conveyed is legally described in Exhibit A attached hereto and incorporated herein by reference) (the "District Site") to the Commission in exchange for the construction of a Senior Citizen Center which will include District administrative offices and the Undivided Interest (as defined in Section 5.4 below) (the "Administratit Offices"). Such District Administrative Offices are to be leased by the Commission to the District for a term of ten (1C years or as hereafter provided and thereafter conveyed to the District pursuant to the terms hereof. The Senior Citizen Center, including the District Administrative Office, is hereinafter described as the "Center", and the Senior Citizen Center, excluding the District Administrative Offices, is hereinafter described as the "Commission's Interest". The I 3 \ \ % 1 Commission may convey the District Site and/or Center (exclusive of the Administrative Offices) to the City subject to the terms and conditions of this Agreement, and (b) The temporary relocation of the certain various District uses presently operating on the District Site. 2.3 The District, the Commission and the City recognize the need to provide adequate public school facilities and othe public services and amenities to serve the Project Area and tl- District. The District, the Commission and the City have determined that such facilities are a benefit to the Project Area and that there are no other reasonable means of financins the construction of such public school facilities and other public facilities. Accordingly, it is the purpose of this Agreement to create a cooperative relationship among the Commission, the District and the City to provide for the implementation of projects which are of mutual benefit to the Commission and the District and the community at large by utilizing the combined resources of the Commission, the District and the City to carry out the goals of the Redevelopment Plan and of the District. NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, the parties hereto agree as follows: 3. DISTRICT SITE The Commission has completed and the District hereby approves the site plan for the development of the Center ("Center Plan") attached hereto as Exhibit B and incorporated herein by reference. District hereby consents to any land us( , entitlement applications submitted by the Commission or its designee prior to conveyance of the District Site to the Commission which are substantially consistent with the Center Plan. The District shall convey title to the District Site, free and clear of all liens and encumbrances except those approved by the Commission, as more specifically set forth in Section 4 below; provided, however, in the event District fai to receive State Agency approval or is otherwise legally prohibited from conveying the District Site to Commission, th Agreement shall be terminated and neither party shall have an' rights or obligations hereunder. 3.2 Upon conveyance of title to the District Site to the Commission, the Commission, in exchange, shall undertake redevelopment of the District Site in accordance with the Center Plan. 3.3 Any redevelopment activities undertaken by the Commission on the District Site shall meet the following requirements: 3/21/88 3738r/2410/01 -2- , I ". * \ x (a) A Floor Plan for the Administrative Offices, containing no less than 12,000 square feet, shall be submitted to the District for its approval, which approval shall not be unreasonably withheld. Within twenty (20) business days after receipt of a Floor Plan for the Administrative Offices, the District shall approve of such Floor Plan or shall provide the Commission with a written statement setting forth the reasonable basis upon which the District withholds its consent provided that upon revision by the Commission of a Floor Plan for the Administrative Offices to address the matters set fort in any such written disapproval by the District, such revised Floor Plan shall be deemed approved by the District. (b) The schedule of work shall be developed jointly by the Commission and the District, and approved, in writing, by the District to assure minimum disruption to Pine School (located adjacent to the District Site) and the administrative responsibilities of the District. Any requested approval of such schedule of work shall be delivered by the District to tl Commission within 20 business days after receipt thereof. 3.4 District shall vacate the District Site by August 1, 1988, unless otherwise notified by the Commission of a later date established by thirty (30) days' written notice. 4. CONVEYANCE OF THE DISTRICT SITE 4.1 The District hereby agrees to convey the District Si1 to the Commission upon the terms and conditions hereinafter sc forth, in exchange for the lease and conveyance to the Distric by the Commission of the Administrative Offices and other consideration as set forth herein. 4.2 The transfer of the District Site to the Commission shall occur after the Commission has approved a Floor Plan foi the Administrative Offices and after the Commission has awardt a contract for construction of the Center. The terms "Close ( Escrow, I' "Closing" and/or "Closing Date" are used herein to mean the time the District's grant deed is filed of record in the Office of the County Recorder of San Diego County. 4.3 On or before 12:OO o'clock noon on the day preceding the Closing Date, the District shall deposit with First American Title Insurance Company ("Escrow Agent") any instruments required by Escrow Agent to comply with the terms hereof. 4.4 At least five (5) days prior to the Closing Date, thi District shall deliver to Escrow Agent a grant deed conveying the District Site to the Commission which document shall be duly executed and acknowledged by the District and/or such 3/21/88 3738r/2410/01 -3- , I - \ -e \ persons as the title insurer may require in order to issue the title policy described herein, together with any title documents required pursuant to Section 4.6 below. On or befor the Closing Date, the District shall deposit with Escrow Agent such other instruments as may be required of the District to permit Escrow Agent to comply with the terms hereof. 4.5 On the Closing Date, Escrow Agent shall record the grant deed described in Section 4.4, above, provided Escrow Agent obtains assurance that First American Title Insurance Company is prepared to issue its CLTA policy of title insuranc covering the District Site and showing title vested in the Commission in the amount of One Million Five Hundred Eighty Thousand Dollars ($1,580,000) subject only to the following: (a) Non-delinquent general real property taxes; (b) Approved exceptions shown in the preliminary title report to be approved by the Commission pursuant to Section 4.6 below; and (c) Exceptions consented to (in writing) or created by the Commission. 4.6 The Commission shall promptly order a preliminary title report for the District Site, together with copies of a1 documents referenced therein as exceptions. The Commission shall have until April 1, 1988, to approve or disapprove the condition of title of the District Site. In the event that ar matters are shown on the preliminary title report which are nc acceptable to the Commission, the Commission shall have the right to disapprove same on or before April 1, 1988, by so notifying the District in writing. In the event the Commissic fails to notify the District in writing of a disapproved exception prior to April 1, 1988, the exceptions shown thereir shall be deemed approved by the Commission. The District shall, within thirty (30) days thereafter, notify the Commission in writing, whether the District agrees, at its sol expense, to cause the removal of a disapproved exception. If District fails to respond, the District shall be deemed to ha\ refused to remove the disapproved exception. If the District refuses or is deemed to have refused to remove the disapprovec exception, the Commission may either waive its prior objectioi and proceed with the escrow or cancel this transaction by written notice to the District and Escrow Agent within ten (1( days following the receipt of the District's notice (or ten (10) days following the date the District is deemed to haT refused, if the District fails to provide notice). In the event the Commission elects to terminate this Agreement pursuant to the provisions of this Section, the Commission an( District agree to immediately execute any document required tc cause Escrow Agent to cancel the escrow, less escrow 3/21/88 3 73 8r/2 410/0 1 -4- I -e iD 1 cancellation charges, if any, after which time neither party shall have any further obligation to the other under this Agreement. 4.7 Real property taxes, if any, assessed against the District Site for the fiscal year in which Close of Escrow occurs shall be prorated as of the Close of Escrow on the basi of a thirty (30) day month. The Commission will pay the Escro Agent's fee, Escrow Agent's drafting charges, recording charge and documentary transfer tax in an amount determined by Escrow Agent and the title policy premium on the policy herein described. 4.8 Escrow Agent will cause the County Recorder of San Diego County to mail the grant deed covering the District Site to the Commission at the address set forth for the Commission herein. Escrow Agent will further deliver to the Commission b United States mail, the title policy called for herein. 4.9 The District will deliver fee title in the District Site to the Commission at Close of Escrow. 5. CONVEYANCE OF THE ADMINISTRATIVE OFFICES 5.1 The Commission agrees to demolish the existing buildings located on the District Site except for the relocatable classrooms to be relocated by the District pursuant to Section 6.2, below, and to construct the Center in a timely manner in accordance with the Center Plan. The Commission further agrees to construct the Administrative Offices in accordance with Floor Plan approved by the District which Administrative Offices shall occupy not less than 12,000 square feet of office space within the Center. The building in which the Administrative Offices will be situated shall be developed by the Commission as an office condominium. The Commission shall take all necessary steps to prepare and/c file a condominium plan, covenants, conditions and restrictions, and any other documents necessary to develop the condominium project. Commission shall defend, indemnify and hold District harmless with respect to any losses, damages, liabilities, claims, actions, judgments, court costs and legal or other expenses incurred as direct or indirect consequence c the construction of the Center by the Commission for the peric commencing upon District vacation of the District Site and terminating upon commencement of the Administration Offices Lease. 5.2 Within thirty (30) days after completion of the Administrative Offices in accordance with the plans and specifications, the Commission shall (i) deposit a Grant Deed conveying a condominium interest in the Administration Office to the District into an escrow with First American Title 3/2 1/88 3738r/2410/01 -5- I 'c 3 \ \ Insurance Company and, (ii) the Commission, as lessor, and the District, as lessee, shall execute the Lease for the Administrative Offices in the form of Exhibit C-attached heret and incorporated herein by this reference (the "Administrative Offices Lease"). In addition to the foregoing, after completion of the Center and as long as the District holds a real property interest in the Administrative Offices, the Commission will grant the District, without additional charge, the right to use an auditorium, which the Commission intends t construct in the Center, for the District's board meetings twice each month, and at other times on an as available as-needed basis. The Administrative Offices Lease shall be fo a term of ten years, and shall provide for rent equal to the sum of base rent in an amount equal to Twenty-Nine Thousand Eight Hundred Dollars ($29,800.00) per year, payable in arrears, plus in an amount equal to the monthly assessments as would be calculated under paragraph 5.4 below (together the "Rent"). The Administrative Offices Lease shall provide for termination by the District prior to the termination of the te (10) year term upon payment of the total annual rent remaininc for the balance of the ten (10) year period. A memorandum of the Administrative Offices Lease, in the form of Exhibit D attached hereto, shall be executed and acknowledged by the Commission and recorded in the Official Records of San Diego County upon the effective date of the Administrative Offices Lease. 5.3 Concurrently with execution of the Administrative Offices Lease and deposit of the Grant Deed, the Commission shall cause the building in which the Administrative Offices will be situated to become an office condominium (the Conversion" ) . ll 5.4 Following (a) the end of the ten (10) year term of tk Administrative Offices Lease, provided the Administrative Offices Lease has not been terminated prior to the end of suck ten (10) year term and the District is not then in default in the payment of the Rent or any other sums payable by the District pursuant to the terms thereof, and (b) the completior of the Conversion, the Commission shall convey to the District for no additional consideration, a fee interest in the condominium Administrative Offices together with an undivided interest in the Center common area equal to a fraction the numerator of which is the total square footage of the Administrative Offices as shown in the Condominium Documents approved by the Commission and the District and the denominatc of which is the total square footage of the Center building a! shown in said Condominium Documents ("Undivided Interest"). The Condominium Documents shall require the formation of a committee comprised of a designee of the Commission and a designee of the District and the on-site manager to review tht operation and maintenance of the Center. It is understood an( 3/21/88 3738r/2410/01 -6- I -0 -@ \ agreed that upon the conveyance of the Administrative Offices to the District, the District will be required to pay monthly assessments to the Commission covering common area and buildi:: exterior maintenance obligations, the District's percentage share of which shall be determined by utilizing the Undivided Interest calculation immediately above. The Administrative Offices and the Undivided Interest are hereinafter referred tc collectively as the "Administrative Offices." 5.5 The Commission's obligation to convey the Administrative Offices to the District shall be satisfied by delivering to First American Title Insurance Company instructions to record the Grant Deed held by First American pursuant to Section 5.2 hereof. Title to the Administrative Offices shall be subject only to nondelinquent real property taxes and covenants, conditions, restrictions, easements, rights and rights of way of record approved by the Commission and the District. The District shall bear all expenses in connection with such conveyance including, without limitation, documentary transfer taxes, escrow charges (if any), recordin? charges and title policy premiums. Real property taxes and assessments, if any, shall be prorated as of the date of delivery of such grant deed to the District. 6. TEMPORARY RELOCATION OF DISTRICT USES 6.1 The District Site is currently occupied by four (4) uses, as follows: (a) Administrative offices (b) Relocatable classrooms (c) The storage of District vehicles (d) Warehousing of District supplies including food supplies and gardening equipment 6.2 The District shall be responsible for locating replacement offices for the administrative offices referenced above (the "Replacement Offices") during the period of construction of the Center. 6.3 Vehicle storage for the District's approximately six. (60) vehicles and/or the warehousing of the District supplies referenced above shall, at the District's option, be provided for by the City at the Safety Center owned by the City and located at 2560 Orion Way, Carlsbad, California (the "Safety Center") on a month to month tenancy with the rental rate to I agreed upon by the City and the District; provided the District's rental obligation shall be $833.33 per month if District elects to both store its approximately sixty (60) vehicles and/or warehouse the District supplies. 3/21/88 3738r/2410/01 -7- , -0 0 1 If the District elects to have such storage provided for by the City, the District and the City shall, concurrently with the execution of this Agreement, execute the Lease for th Safety Center space in the form of Exhibit E attached hereto and incorporated herein by this reference (the "Safety Center Lease"). District to store its approximately sixty (60) vehicles and/or warehouse its District supplies and supplies related to the District's ancillary office uses in a 3600 square foot modular facility for a month-to-month basis commencing on C, I, !tgf I at the agreed upon rent, payable monthly in advanc>. The District shall be responsible for all taxes, maintenance and insurance in connection with the leased premises, all as more specifically set forth in the Safety Center Lease. In the event the District does not vacate the Safety Center at the end of the Safety Center Lease term, the Safety Center Lease shall be extended on a month-to-month basi at rent equal to the "Fair Market Rental Value", as defined below. Notwithstanding the foregoing, the Safety Center Lease shall terminate at the end of such ten year term unless the District delivers to the City, within one hundred eighty (180) days prior to the end of the ten (10) year Safety Center Lease term, written notice that it desires to continue the Safety Center Lease on a month-to-month basis at Fair Market Rental Value together with a one-time only sum payable as consideration for extension of the Safety Center Lease on a month-to-month basis in an amount equal to two percent (2%) of the sum of rent paid by the District to the City under the Safety Center Lease during the ten (10) year term. Rental Value'' shall be determined, as follows: The Safety Center Lease shall provide for the (a) For purposes of Section 6.3 hereof, "Fair Market (i) At least 180 days prior to the date ten (10) years after commencement of the Safety Center Lease ("Tent Anniversary Date"), the District and the City shall attemp to reach agreement as to the Fair Market Rental Value. (ii) In the event that the District and the City are unable to agree upon a Fair Market Rental Value within such period, then no later than the 150th day prior to Tenth Anniversary Date, the District and the City shall jointly attempt to agree on the appointment of a real estate appraiser who is a member of the American Institute of Real Estate Appraisers or any successor thereto (or in the event the American Institute or Society of Real Estate Appraisers or any successor shall not then be in existence a disinterested real estate appraiser having appropriate qualifications to appraise commercial real estate as set forth immediately below), with at least ten (10) years professional experience in Southern California in 3/2 1/88 3738r/2410/01 -8- , -W I 3 \ appraising land and improvements similar to the leased premises. All appraisers selected pursuant to the provisions hereof shall be impartial and unrelated, directly or indirectly, so far as employment of services is concerned, to any of the parties hereto, or their successors. The cost of the services performed by such appraiser shall be borne equally by the parties. The single appraiser jointly appointed by the parties shall determine the "Fair Market Rental Value" in the manner herein specified and shall render his or her appraisal within one hundred twenty (120) days after said appraiser has been selected. (iii) Failing the joint action within the time specified in (b) above, the District and the City shall each within an additional fifteen (15) days, separately at its own cost designate any appraiser meeting the qualifications stated in paragraph (ii) above. If two appraisers are appointed and they concur on the Fair Marke Rental Value, the Fair Market Rental Value determined by them shall be the Fair Market Rental Value. If the , appraisers do not concur, and the difference between the respective higher and lower determinations of Fair Market Rental Value is an amount less than ten percent (10%) of the amount of the higher determination of the Fair Market Rental Value, the mean average of the two determinations shall be the Fair Market Rental Value. The two appraisers shall render their respective appraisals within one hundre twenty (120) days after they have been selected. (iv) If the difference between the two deter- minations exceeds the amount specified above, the two appraisers shall jointly select a third appraiser meeting the qualifications set forth in paragraph (ii) above, and if they are unable to agree on a third appraiser either of the parties to the Lease, by giving fifteen (15) days notice to the other party, may apply to the presiding judq of the Superior Court of San Diego County to select a thir appraiser who meets the qualifications set forth in paragraph (ii) above. The third appraiser, however selected, shall be a person who has not acted in any capacity for either party. Within fifteen (15) days from the date of the selection of the third appraiser, all thre appraisers shall meet and the first two appraisers shall present to the third appraiser all of their findings, dat2 and conclusions as to the Fair Market Rental Value. The third appraiser shall review all such findings, data and conclusions, and shall determine which of the two appraisers' respective determinations is the more reasonable determination. The third appraiser shall not k permitted to make any other independent determination of Fair Market Rental Value. The appraiser's determination 3/21/88 3738r/2410/01 -9- @> & - \ found by the third appraiser to be the most reasonable determination shall be the Fair Market Rental Value. The third appraiser's conclusion shall be reached within one hundred twenty (120) days from the selection of the third appraiser. The expenses related to the selection and services of the third appraiser shall be shared equally b) the District and the City. (v) In the event that the final determination of Fair Market Rental Value occurs after the Tenth Anniversai Date, the Fair Market Rental Value, as determined shall nonetheless commence concurrently with the first day of tl Lease term following the expiration of the initial ten (1( year term. 6.4 The Commission shall pay the District the sum of Two Hundred Thousand Dollars ($200,000.00) to cover the District'; costs of relocating all facilities set forth in this Section f as well as rental for the Replacement Offices during the peric of construction of the District Administrative Offices in the Center (collectively the "Relocation Amount"). The Commissior and the District hereby acknowledge and agree that the Relocation Amount is fair and reasonable compensation for sucl costs of relocation and rental and the Commission shall not have any obligation to pay the District an amount in excess 0: the Relocation Amount for such costs of relocation and rental except if and to the extent that a delay in construction of tl Center exceeds one (1) year from the date the District vacate: in which case the Commission shall reimburse the District, up( receipt of evidence of costs incurred, for any rent payable b; the District until the District relocates to the Center. The payment of the Relocation Amount shall be in the form of a check payable to the District, which check shall be delivered by the Commissioner to the District on or before ,&z bud&@&$ Bv &&pit c'cT"* e+-- 6.5 The Commission hereby acknowledges and agrees that i shall be solely and completely responsible for (a) the remova of that certain fuel tank located on the District Site, including any grading or other work necessary to restore the surface of the District Site following such removal, and (b) ensuring that such removal of said fuel tank and the conditio of the District Site following such removal comply with all applicable federal, state and local laws, regulations, ordinances and rules. The District shall reimburse Commissio for all costs associated with the disposal or treatment of Hazardous Materials, as hereafter defined. The District hereby further agrees to indemnify and hold the Commission harmless from and against, any losses, damages, liabilities, claims, actions, judgments, court costs 3/21/88 3 73 8r/2410/01 -10- -0 @$$ and legal or other expenses (including attorneys' fees) which the Commission may incur as a direct or indirect consequence c the use, generation, manufacture, disposal, threatened disposal, transportation or presence of "Hazardous Materials" (as hereinafter defined) in, on, under or about the District Site. For purposes of this Section, "Hazardous Materials" shall mean any oil, flammable explosives, asbestos, urea formaldehyde insulation, radioactive materials, hazardous wastes, toxic or contaminated substances or similar materials, including, without limitation, any substances which are "hazardous substances" , "hazardous wastes" , "hazardous materials" or "toxic substances" under the Comprehensive Environmental Response, Compensation and Liability Act of 198( as amended, 42 U.S.C. $9601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. 51801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. $6901, et seq., Sections 25117 and 25316 of the California HealtkGc Safety Code, or any other applicable environmental law, ordinance or re gu 1 at i on. 7. RIGHTS OF FIRST REFUSAL TO PURCHASE 7.1 If, at any time following the conveyance of the Administrative Offices by the Commission to the District, the District determines to offer to sell or receives an offer to purchase the Administrative Offices on terms and conditions acceptable to the District, the District shall communicate such fact to the Commission and provide the Commission with a written description of the price and terms of such intended offer to sell or received offer to purchase within fifteen (I! calendar days of determination or receipt of such an offer (tl "Notice of Offer"). The Commission shall have forty-five (45 calendar days following receipt of the Notice of Offer in whic to deliver written notice to the District of the Commission's exercise of the Right of First Refusal to purchase the Administrative Offices upon the same terms and conditions as contained in such Notice of Offer. If Commission exercises this right, the District shall sell the Administrative Office to the Commission on the same terms and conditions contained the Notice of Offer. If the Commission fails to exercise thi Right of First Refusal within said period, the District may thereafter sell the Administrative Offices upon the same terms. The provisions of this Section shall be operative eac; time the District determines to sell the Administrative Officl to a third party. 7.2 If, at any time following the lease or conveyance of the Administrative Offices by the Commission to the District, the Commission determines to offer to sell, or receives an offer to purchase, the Commission's Interest on terms and conditions acceptable to the Commission, the Commission shall communicate such fact to the District and provide the Distric 3/21/88 3 73 8r/2 410/01 -11- -e with a written description of the price and terms of such intended offer to sell or received offer to purchase within fifteen (15) calendar days of determination or receipt of such an offer (the "Notice of Offer"). The District shall have forty-five (45) calendar days following receipt of the Notice of Offer in which to deliver wriiten notice to the Commission of the District's exercise of the Right of First Refusal to purchase the Commission's Interest upon the same terms and conditions as contained in such Notice of Offer. If the District exercises this right, the Commission shall sell the Commission's Interest to the District on the same terms and conditions contained in the Notice of Offer. If the District fails to exercise this Right of First Refusal within said period, the Commission may thereafter sell the Commission's Interest upon the same terms. The provisions of this Section shall be operative each time the Commission determines to sell the Commission's Interest to a third party. 8. GENERAL PROVISIONS 8.1 This Agreement, inasmuch as it binds the District to sell, exchange and/or grant real property under certain conditions/events, must be executed in accordance with applicable provisions of the Education Code as must each real property transaction, subject to approval by the appropriate State Agency. 8.2 If any party to this Agreement commences litigation against any other party for the purpose of determining and enforcing its rights hereunder, or for money damages for a breach hereof or for other equitable relief related hereto, the prevailing party shall be entitled to receive from the losing party, attorney's fees in the amount determined by the Court, together with costs reasonably incurred in prosecuting and defending such action. 8.3 No broker's commission or finder's fee shall be payable as a result of this transaction. The District and the Commission each agree to and hereby does indemnify and hold the other harmless from and against any claim, demand and/or liability asserted or established against said other party by or in favor of any third party for a brokerage commission or finder's fee based on their agreement with such party. 8.4 Unless otherwise specifically provided, all notices, demands or other communications given hereunder shall be in writing and shall be deemed to have been delivered upon actual personal delivery or as of three (3) business days after mailing by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 3/21/88 3 73 8 r/2 410/0 1 -12- E T A TO AGREEMEN' e 'I e LEGAL DESCRlPTtON of Proposed Parcel A City of Carlsbad Senior Center E Administration Buitding Parcel A of ROS # filed in the office of the Recorder of the County of San Diego on , 1987 specifically described as follows: Beginning at the Northerly corner of Lot 17, Block 59 of Map of bad Highlands in the Town of Carlsbad, County of San Diego, State c fornia, according to Map thereof No. 1661 filed in the office of the r( of said County on March 7, 1915; thence proceeding South 34O33' Eas the Westerty line of said Block 59, a distance of 129.7 feet; thence 55O27'35" West a distance of 169.2 feet; thence South 34O33' East 'a dist 100.9 feet; thence South 55O27'35" West a distance of 201.8 feet; thenct 34O33' East a distance of 116.8 feet: thence South 55O27'35" West a dist 7.8 feet; thence South 34O33' East a distance .of 169.2 feet; thence 55O27'35" West a distance of 141.1 feet to the Westerly line of Lot lt 45, of said map 1667; Thence North 34O33' West along said Westerly distance of 516.6 feet to the Westerly corner of tot 17, of Block 46 Map 1661 ; thence North 55O27'35" East along the southerly Right-of-w of Pine Drive as shown on said Map 7661 a distance of 519.93 feet Point of Beginning. A = 3.31 AC 3 '1 u z n i m - 3 I s? v) Q az w cn a 4 m .---- =f < 0 -- ,€3 GB 3,56,LZ.G5N .- HIBIT C TO ACREEh 'L % \ STANDARD INDUSTRIAL LEASE - MULTI-TENAN \ AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION yln'r 1. is made by and between Parties. This Lease, dated. for reference purposes only, Carlsbad HOUSk and %deVt2lOPnent Carmission (herein c, (herein ca Premlses, Perklng and Common Areas. 2.1 Premlses. Lessor hereby leases to Lessee and Lessee leases from Lessor for the term, at the rentill. and upon all of the conc and lsbad Unified schoo 1 District 2. herein, real property situated in the County of 2 a , State of California tm Mfb.s .. commonly known as and described as herein referred to as the "Premises". as may be outlined on an Exhibit attached hereto. including rights to the Common Areas specified but not including any rights to the roof of the Premises or to any Building in them Center. The Premises are a portic herein referred to as the"Building." The Premises, the Building, the Common Areas, the la d upon which the sameare located, alor buildings and improvements thereon, are herein collectively referred to as the "&enter. vehicle parking spaces. unreserved and unassigned, on th the Common Areas designated by Lessor for parking. Lessee shall not use more parking spaces than said number. Said parking ! used only for parking by vehicles no larger than full sire passenger automobiles or pick-up trucks, hereincalled"Permitted SizeVeh other than Permitted Size Vehicles are herein referred to as "Oversized Vehicles." 2.2.1 Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee's employees, sup^ customers, or invitees to be loaded. unloaded. or parked in areas other than those designated by Lessor for such activities. 2.2.2 If Lessee permits or allows any of the prohibited activities described in paragraph 2.2 of thisLease. then Lessor shal without notice, in addilion to such other rights and remedies that it may have, to remove or tow away the vehicle involved and chi Lessee. which cost shall be immediately payable upon demand by Lessor. 2.3 Common Areas - Deflnitlon. The term "Common Areas" is defined as all areas and facilities outside the Premises and wit boundary line of the4&e&wM Center that,are provided and designated by the Lessor from time to time for the general non-exclusivi Lessee and of other lesseesof the+r+ek&& Center and their respectiveemployees. suppliers, shippers, customers and invitees. inc areas, loading and unloading areas. trash areas. roadways, sidewalks. walkways, parkways, driveways and landscaped areas. 2.4 Common Area8 - Lessee's Rights. Lessor hereby grants to Lessee. for the benefit of Lessee and its employees, supp customers and invitees. during the term of this Lease. the non-exclusive right to use. in common with others entitled to such use Areas as they exist from time to time. subject to any rights. powers. and privileges reserved by Lessor under the terms hereof or unc any rules and regulationsor restrictions governing the use of thel.n."....l Center. Under no circumstances shall the right herein gri Common Areas be deemed to include the right lo store any property, temporarily or permanently, in theCornmon Areas. Any such 5 permitted only by the prior written consent of Lessor or Lessor's designated agent, which consent may be revoked at any time. In tht unauthorized storage shall occur then Lessor shall have the right, without notice, in addition to such other rights and remedies thal remove the property and charge the cost to Lessee. which cost shall be immediately payable upon demand by Lessor. 2.5 Common Areas - Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exclus management of the Common Areas and shall have the right, from time to time, to establish. modify, amend and enforce reasor regulations with respect thereto. Lessee agrees to abide by and conform to all such rules and regulations, and to cause its emplo) shippers, customers, and invitees to so abide and conform. Lessor shall not be responsible to Lessee for the non-compliance witt regulations by other lessees of the+du&& Center. 2.2 Vehlclc Parking. Lessee shall beentitled to 2.6 Common Areas - Changes. Lessor shall have the right, in Lessor's sole discretion. from time to time: (a) To makechanges to theCommon Areas, including, without limitation, changes in the location.size. shapeand numbc entrances, parking spaces, parking areas, loading and unloading areas, ingress. egress. direction of traffic, landscaped areas and w close temporarily any of the Common Areas for maintenance purposes so lorig as reasonable access to the Premises remains a designate other land outside the boundaries of the+wk&r& ' Center to be a part of the Common Areas: (d) To add additional improvements to the Common Areas: (e) To use the Common Areas while engaged in making additional improvements, repairs oral I-&Wfd Center, or any portion thereof; (f) To do and perform such other acts and make such other changes in. to or with respect I Areas and &+&&ta4 Center as Lessor may. in the exercise of sound business judgment, deem to be appropriate. Lessor shall at all times provide the parking facilities required by applicable law and in no event shall the number of that Lessee is entitled to under paragraph 2.2 be reduced. 3. Term. commencing on and ending on unless sooner terminated pursuant to any provision hereol. 3.2 Delay In Possesslon. Notwithstanding said commencement date, if for any reason Lessor cannot deliver possession of I Lessee on said date. Lessor shall not be subject to any liability therefor, nor shall such faiture atfect the validity of this Lease or thc Lessee hereunder or extend the term hereof, but in such case. Lessee shall not be obligated to pay rent or perform any other oblig under the termsof this Lease. except as may beotherwise provided in this Lease, until possession of the Premises is tendered to Le however. that if Lessor shall not have delivered possession of the Premises within sixty (60) days from said commencement date, Lessee's option, by notice in writing to Lessor within ten (10) days thereafter. cancel this Lease, in which event the parties shall bed all obligations hereunder; provided further. however, that if such written notice of Lessee is not received by Lessor within said ten ( Lessee's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 3.3 Early Possesslon. If Lessee occupies the Premises prior to said commencement date, such occupancy shall be subject to i this Lease. such occupancy shall not advance the termination date, and Lessee shall pay rent for such period at the initial month11 below. 4. Rent. expressly provided in this Lease. on the ------4&+3k~3et+mW4 of the 2.6.1 3.1 Term. The term of this Lease shall be for rlo) y-s ' 4.1 Base Rent. Lessee shall pay to Lessor, as Base Rent for the Premises. without any offset or deduction, except as ma payments in .&+@we o! $ % rm hereof,* anniversay of Lhe m;mmzent &=e annu% arrears -I^. 'e * -- tich is for less than one Rshall be a pro rata portion of the Base Rent. Rent sha lawful money of the United States to Lessor at the address stated hereinTo such other personsor at such other' placesas Lessorm writing. *ar 4.2 Operating Expenses. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent. Lessee's Share defined. of all Operating Expenses, as hereinafter defined, during each calendar year of the term of this Lease. in accordance wil provisions: (a) "Lessee's Share" is defined, for purposes of this Lease, as (b) "Operating Expenses" is defined. for purposes of this Lease, as all costs incurred by Lessor. if any. for: (I) The operation. repair and maintanence, in neat. clean. good order and condition, of the following. (aa) The Common Areas, including parking areas, loading and unloading areas, trash areas. roadways. sidew, parkways, driveways. landscaped areas, striping. bumpers, irrigation systems, Common Area lighting facilities and fences and g (bb) Trash disposal services; (cc) Tenant directories: (dd) Fire detection systems including sprinkler system maintenance and repair; percent. Initials: g American Industrial Real Estate Association 1981 MULTl TENANT-MOOIFIEO NET IBIT C TO AGREEMENT fee) Security s (ff) Any other 10 be provided by Lessor that is elsewhere in ase stated to be an "Operating 1 (ii) Any deductible of an insured loss concerning any of the items or matters described in this paragra (lit) The cost of the premiums for the liability and property insurance policies to be maintained by Lessor under p (IV) The amount of the real property tax to be paid by Lessor under paragraph 10.1 hereof: (v) The cost of water, gas and electricity to service the Common Areas. (c) The inclusion of the improvements. facilities and services set forth in paragraph 4.2(b)(i) of the definition of 01 shall not be deemed to impose an obligation upon Lessor to either have said improvements or factlities or to provide those s &&&al Center already has the same, Lessor already Provides the Services. or Lessor has agreed elsewhere in this Lease to p some of them.. (d) Lessee'sShareof Operating Expensesshall be payable by Lesseewithin ten (10) daysaftera reasonablydetailed5 expensesis presented to Lessee by Lessor. At Lessor's option. however. an amount may be estimated by Lessor from time to timc of annual Operating Expenses and the same shall be payable monthly or quarterly, as Lessor shall designate. during each tweiv the Lease term, on the same day as the Base Rent is due hereunder. In the event that Lessee pays Lessor's estimate of Lessee's $ Expenses as aforesaid. Lessor shall deliver to Lessee within sixty (60) days after the expiration of each calendar year a re statement showing Lessee's Share of the actual Operating Expenses incurred during the preceding year. If Lessee's pa) paragraph 4 2(d) during said Preceding year exceed Lessee's Share as indicated on said statement. Lessee shall be entitled to CI sich overpayment against Lessee's Share of Operating Expenses next falling due. If Lessee's payments under this para( preceding year were less than Lessee's Share as indicated on said statement. Lessee shall pay to Lessor theamount of the deficie days after delivery by Lessor to Lessee of said statement. 5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof $--?&&?-as security for Lessee's fa, of Lessee's obligations hereunder. If Lessee fails to pay rent or other charges due hereunder, or otherwise defaults with respect this Lease, Lessor may use, apply or retain all or any portion of said deposit for the payment of any rent or other charge in default of any other sum to which Lessor may become obligated by reason of Lessee's default, or to compensate Lessor for any loss Lessor may suffer thereby. If Lessor so uses or applies all or any portion of said deposit. Lessee shall within ten (10) days aft therefor deposit cash with Lessor in an amount sufficient to restore said deposit to the full amount then required of Lessee. If the from time to time, increase during the term of this Lease. Lessee shall. at the time of such increase. deposit with Lessor add security deposit so that the total amount of the security deposit held by Lessor shall at all times bear the same proportion to the Rent as the initial security deposit bears to the initial Base Rent set forth in paragraph 4. Lessor shall not be required to keep sa separate from its general aCCOUntS. If Lessee performs all of Lessee's obligations hereunder, said deposit. or so much thereof as t been applied by Lessor, shall be returned, without payment of interest or other increment for its use, to Lessee (or. at Lessor's assignee, if any, of Lessee's interest hereunder) at the expiration of the term hereof, and after Lessee hasvacated the Premises. Ni is created herein between Lessor and Lessee with respect to said Security Deposit. 6. Use. 9. 6.1 Use. The Premises shall be used and occupied only for TP_SSFY?'S XbXU.S- or any other use which is reasonably comparable and for no other purpose. 6.2 Compllance with Law. (a) Lessor warrants to Lessee that the Premises. in the state existing on the date that the Lease term commences, bL the use for which Lessee will occupy the Premises. does not violate any covenants or restrictions of record, or any applict regulation or ordinance in effect on such Lease term commencement date. In the event it is determined that this warranty has bc shall be the obligation of the Lessor, after written notice from Lessee, to promptly, at Lessor's sole cost and expense, rectify an the event Lessee does not give to Lessor written notice of the violation of this warranty within six months from the date 11 commences. the correction of same shall be the obligation of the Lessee at Lessee's sole cost. The warranty contained in this pal be of no force or effect if, prior to the dateof this Lease. Lessee was an owner or occupant of the Premises and, in such event, L any such violation at Lessee's sole cost. (b) Except as provided in paragraph6.2(a) Lessee shall, at Lessee's expense, promptly comply with all applicablesti rules. regulations, orders. covenants and restrictions of record, and requirements of any fire insurance underwriters or rating bul or which may hereafter come into effect, whetheror not they reflect achange in policy from that now existing. during the term or hereof. relating in any manner to the Premises and the occupation and use by Lessee of the Premises and of the Common Are; use nor permit the use of the Premises or the Common Areas in any manner that will tend to create waste or a nutsance or shall Ie occupants of theh&&w+Centeer. 6.3 Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on the Lease commencement date (unless 1 possession) and Lessor warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premi! operating condition on the Lease commencement date. In the event that it isdetermined that this warranty has been violated, obligation of Lessor, after receipt of written notice from Lesseesetting forth with specificity the nature of theviolation. to promp cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease comme cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty containe 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was an owner or occiipant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existin commencement date or the date that Lessee takes possession of the Premises. whichever is earlier, subject to all applicable county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or res and accepts this Leasesubject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknow Lessor nor Lessor's agent hasrnadeany representationorwarranty as to the present or futuresuitabilityof the Premisesforthec business. 7. Maintenance, Repairs, Altoritlonr 8nd Common Area Services. 7.1 Lessor's Obligatlons. Subject Po the provisions of paragraphs 4.2 (Operating Expenses). 6 (Use). 7.2 (Lessee's 1 [Damage or Destruction) and except for damage caused by any negligent or intentional act or omission ot Lessee, Lessee's em shippers, customers, or invitees, in which event Lessee shall repair the damage. Lessor, at Lessor's expense. subject to reimbur! paragraph 4.2. shall keep in good condition and repair the foundations, exterior walls, structural condition of interior bearing w Premises, as well as the parking lots, walkways, driveways, landscaping, fences. signs and utility installations of the Common thereof, as well as providing the services forwhich there is an Operating Expense pursuant to paragraph 4.2. Lessorshall not, hol to paint the exterior or interior surface of exterior walls, nor shall Lessor be required to maintain, repair or oeplacewindows. do, the Premises. Lessor shall have no obligation to make repairs under this paragraph 7.1 until a reasonable time after receipt Of Lessee of the need for such repairs. Lessee expressly waives the benefits of any statute now or hereafter in effect which WOL Lessee the right to make repairs at Lessor's expense or to terminate this Lease because of Lessor's failure to keep the PreW condition and repair. Lessor shall not be liablefor damages or loss of any kind or nature by reason of Lessor's failure to furnisr Services when such failure iscaused by accident. breakage, repairs. strikes, lockout, or other labor disturbances or disputesof any other cause beyond the reasonable control of Lessor. - . 7.2 Lessee's 0 bllg8tlOn~. (a) Subject to the provisions of paragraphs 6 (Use), 7.1 (Lessor's Obligations), and 9 (Damage or Destruction). expense, shall keep in good order, condition and repair the Premise sand every part thereof (whether or not thedamaged portio the means of repairing the same are reasonably of readily accessable to Lessee) including, without limiting the generality I plumbjng, heating, ventilating and air conditioning systems (Lessee shall procure and maintain, at Lessee's expense, a conditioning system maintenancecontract). electrical and lighting facilities and equipment within the Premises. fixtures, interi surfaces of exterior walls. ceilings. windows, doors, plate glass, and skylights located within the Premises. Lessor reserves the 1 maintain theventilating and alr conditioning system maintenance contract and if Lessor so elects, Lesseeshall reimburse Less0 the cost thereof. (b) If Lesseefaiis to perform Lessee'sobliga:ionsunder this paragraph 7.2 or under any other paragraph of this Leas upor, thePiemisesafterten (10) days'priorwrittennoticetoLessee(except in thecaseofemergency. in which nonoticeshall bt such obligations on Lessee's behalf and put the Premises in good order, condition and repair. and the cost thereof together Wit1 the maximum rate then allowable by law shall be due and payable as additional rent to Lessor together with Lessee's next ea! (c) On the lastday of the term hereof, or on any soonertermination. Lesseeshall surrender the Premises to Lessor in as received, ordinary wear and tear excepted, clean and free of debris. Any damage or deterioration of the Premises shall not I wear and tear if the same could have been prevented by good maintenance practices. Lessee shall repair any damage to the pi by the installation or removal of Lessee's trade fixtures, alterations. furnishings and equipment. Notwithstanding anyth otherwise stated ~n this Lease, Lessee shall leave the air lines, power panels. electrical disrribution systems. lighting fixture! conditioning. plumbing and fencing on the Premises in good operating condition. 7.3 Alterations and Additions. (a) Lesseeshall not. without Lessor's prior written consent makeanyalterations. improvements.additions. or Utili? or about the Premises. or the Industrial Center, except for nonstructural alterations to the Premises not exceeding $2.500 i during the term 01 this Lease. In any event, whether or not in excess of $2,500 in cumulative cost, Lessee shall make no changc lniti MULTl TENANT-MODIFIED NET 9 American Industrial Real Estate Association 1981 -2- 161-r c TO AGREEMENT L % % exterisr of the Premises nor the exterior of the Building nor thelndustrial Center without Lessor's priorwritten consent. As used in' 7.3 the term "Utility Installation" shall mean carpeting, window coverings. air lines. power Panels. electrical distribution systems. IIC , space heaters. air conditioning. plumbing. and fencing. Lessor may require that Lessee remove any or all of said alterations. i additions or Utility Installations at the expiration of the term. and restore the Premisesand the Industrial Center to their prior conditii require Lessee to provide Lessor. at Lessee's sole cost and expense, a lien and completion bond in an amount equal to one and one estimated cost of such improvements. to insure Lessor against any liability tor mechanic's and materialmen's liens and to insurecoi work. Should Lessee make any alterations. improvements, additions or Utility Installations without the prior approval of Lessor. Les time during the term of this Lease, require that Lessee remove any or all of the same. (b) Any alterations. improvements, additions or Utility Installations in or about the Premisesor the taducwd Center th desire to make and which requires the consent of theLessor shall be presented to Lessor in written form. with proposed detailed I shall give its consent, the consent shall be deemed conditioned upon Lessee acquiring a permit lo do so from appropriate governml the furnishing of a copy thereof to Lessor prior to the commencement of the work and the compliance by Lesseeof all conditionsot prompt and expeditious manner. (c) Lessee shall pay, when due. all claims for labor or materials furnished or alleged to have been furnished to or for Les: in the Premises. which claims are or may be secured by any mechanic's or materialrnen'slien against the Premises. or thcbduicu interest therein. Lessee shall give Lessor not less than ten (10) days' notice prior to the commencement of any work in the Premia shall have the right to post notices of non-responsibility in or on the Premises or the Building as provided by law. It Lessee shal contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend itself and Lessor against the sar and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof against the Lessor or the F !ndll+trlxl Center, upon the condition that if Lessor shall require, Lessee shall furnish to Lessor a surety bond satisfactory10 Lessc equal to such contested lien claim or demand indemnifying Lessor against liability forthe same and holding the Premises and the In free from the effect of such lien or claim. In addition, Lessor may require Lessee to pay Lessor's attorneys fees and costs in partic action if Lessor shall decide it is to Lessor's best interest to do so. (d) All alterations, improvements, additions and Utility Installations (whether or not such Utility lnstallationsconstitute t Lessee), which may be made on the Premises. shall be the property of Lessor and shall remain upon and be surrendered with the expiration of the Lease term. unless Lessor requires their removal pursuant to paragraph 7.3(a). Notwithstanding the provisions of 7.3(d), Lessee's machinery and equipment. other than that which is affixed to the Premisesso that it cannot be removed without mat the Premises. and other than Utility Installations. shall remain the property of Lessee and may be removed by Lessee subject to tP paragraph 7.2. 7.4 Utility Additions. Lessor reserves the right to install new or additional utility facilities throughout the Building and the Cor the benefit of Lessor or Lessee, or any other lessee of the Industrial Center. including. but not by way of limitation. such utilitie electrical systems. securily systems, communication systems. and fire protection and detection systems. so long as such inst; unreasonably interfere with Lessee's use of the Premises. 8. Insurance; Indemnity. 8.1 Liability Insurance - Lessee. Lessee shall, at Lessee's expense, obtain and keep in force during the term of this Le Combined Single Limit Bodily Injury and Property Damage insurance insuring Lessee and Lessor against any liability arising occupancy or maintenance of the Premises and theAaduawd Center. Such insurance shall be in an amount not less than 1 occurrence. The policy shall insure performance by Lessee of the indemnity provisions of this paragraph 8. The limits of said insu however. limit the liability of Lessee hereunder. 8.2 Liablllty Insurance- Lessor. Lessor shall obtain and keep in force during the term of this Leasea, policy of Combined Sin Injury and Property Damage Insurance. insuring Lessor, but not Lessee, against any liability arising out of the ownership, use maintenance of th- Center in an amount not less than $500,000.00 per occurrence. 8.3 Property Insurance. Lessor shall obtain and keep in force during the term of this Leasea policy or policies of insurance ( damage to the )rcckrskrel Center improvements. but not Lessee's personal property, fixtures. equipment or tenant improvements, ii to exceed the full replacement value thereof. as the same may exist from time to time, providing protection against all perils incl classification of fire, extended coverage, vandalism. malicious mischief, flood (in the event same is required by a lender havir Premises) special extended perils ("all risk". as such term is used in the insurance industry), plate glass msurance and such 0th Lessor deems advisable. in addition. Lessor shall obtain and keep in force, during the term of this Lease. a policy of rental value inst a period of one year, with loss payable to Lessor, which insurance shall also cover all Operating Expenses for said period. In th Premises shall suffer an insured loss as defined in paragraph 9.1 (9) hereof, the deductible amounts under the casualty insurance po the Premises shall be paid by Lessee. - 8.4 Payment of Premium Increase. (a) After the term of this Lease has commenced, Lessee shall not be responsible for paying Lessee's Share of any property insurance premium for th&e&&-&Center specified by Lessor's insurance carrier as being caused by the use. acts or 0 other lessee of the Industrial Center. or by the nature of such other lessee's occupancy which create an extraordinary or unusui (b) Lessee, however. shall pay the entirety of any increase in the property insurance premium for the industrial Center I immediately prior to the commencement of the term of this Lease if the increase is specifted by Lessor's insurance carrier as hein nature of Lessee's occupancy or any act or omission of Lessee. 8.5 Insurance Policies. insurance required hereunder shall be in companies holding a "General Policyholders Rating" of ai such other rating as may be required by a lender having a lien on the Premises, as set forth in the most current issue of "Best's In: Lessee shall not do or permit to be done anything which shall invalidate the insurance policies carried by Lessor. Lessee shall d copies of liability insurance policies required under paragraph 8.1 or certificates evidencing the existence and amounts of such ii seven (7) days after the commencement date of this Lease. No such policy shall be cancellable or subject to reduction of co modification except after thirty (30) days prior written notice to Lessor. Lessee shall, at least thirty (30) days prior to the expiration ( furnish Lessor with renewak or "binders" thereof. 8.6 Walver of Subrogatlon. Lessee and Lessor each hereby release and relieve the other, and waive their entire right of reco -other for loss or damage arising out of or incident to the perils insured against whch perils occur in. on or about the Premises. wh negligence of Lessor or Lessee or their agents, employees, contractors and/or invitees. Lessee and Lessor shall, upon obtainin! insurance required give notice to the insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained I 8.7 Indemnity. Lessee shall indemnify and hold harmless Lessor from and against any and all claims arising from Less k&&uaJ Center. or from the conduct of Lessee's business or from anyactivity. work or things done, permitted or suffered by Lesse Premises or elsewhere and shall further indemnify and hold harmless Lessor from and against any and all claims arising from any b in the performanceof any obligation on Lessee's part to be performed under the terms of this Lease. or arising from any act or omiss8 any of Lessee's agents, contractors, or employees, and from and against all costs. attorney's fees, expenses and liabilities incurred I any such claim orany action or proceeding brought thereon; and in case any action or proceeding be brought against Lessor by reE claim, Lessee upon notice from Lessor shall defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor i cooperate with Lessee in such detense. Lessee. as a mate.rial part ot the consideration to Lessor, hereby assvmesall risk of damas Lessee or injury to persons, in. upon or about the h&&mt Center arising from any cause and Lessee hereby waives all claims in against Lessor. 8.8 Exemptlon of Lessor from Liability. Lessee hereby agrees that Lessor shall not be liable for injury to Lessee's busine! income therefrom or for damage lo the goods, wares. merchandise or other property of Lessee. Lessee's employees. invitees. cU other person in or about the Premises or the !&u#F+aLCenter. nor shall Lessor be liable for injury to the person of Lessee. Less1 agents or contractors, whether such damage or injury is caused by or results from fire, steam, electricity. gas. water or rain. or fro leakage. obstruction or other defects of pipes, sprinklers. wires, appliances, plumbing, air conditioningor lighting fixtures. or from i whether said damage or injury results from conditions arising upon the Premises or upon other portions of the laskwr(nd cent€ sources or places and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible t( shall not be liable for any damages arising from any act or neglect of any other lessee. occupant or user of !h&a&€%%& CEnter. noi of Lessor to enforce the provisicns c: any uiher lease of tne hdtehwl Center. 9. DamageorDestruction. SEE PARAGW'H 47 B-7 * (e) "Industrial Center Buildings"'shal1 mean all of the buildings on the Industrial Center site. (f) "Industrial Center Buildings Total Destruction'' shall mean if the Industrial Center Buildings are damaged or destro, initials: w 'he rr. MULTI TENANT-MODIFIED NET e American Industrial Real Estate Association 1981 -3- , caused by a neg from using theP event this Lease damage. ildlolgs Total Destructlon. of this Lease there is damage, v or (ii) Premises Building Total pair such damage or destructi (a) Subject to theprovisionsof paragr Insured Loss, and which falls into the classificat Industrial Center Buildings Total Destruction. then Lesso 9.4 Damage Near End of Term. (a) Subject to paragraph 9.4(b), if at any timedurin not an Insured Loss. which falls within the classification of Pre as of the date of occurrence of such damage by giving writ occurrence of such damage. of this Lease there is substantial ay at Lessor's option cancel and s election to do so within 30 di renew this Lease. and 11 sed at all, no later than t\ he last six months of the ense. repair such dama inue in full force and eff after the expiratic that Lessee has an op to Lessee of Lessor's election to do so within ten in the grant of option to the contrary. 9 5 Abalement of Rent; Les 10. Real Property Taxes. 10.1 Payment of Taxes. Lessor shall pay the real pioperty tax. as defined in paragraph 10.3, applicable to theA&e& reimbursement by Lessee of Lessee3 Share Of such taxes in accordance with the provisions of paragraph 4.2. except as 01 paragraph 10.2. 10.2 Additional Improvements. Lessee shall not be responsible for paying Lessee's Share of any increase in real propert tax assessor's records and work sheets as being caused by additional improvements placed upon the4mSwwd Center by Lessor for the exclusive enjoyment of such other lessees. Lessee shall. however. pay to Lessor at the time that Operating E: under paragraph 4:2(c) the entirety of any increase in real property tax if assessed solely by reason of additional improveme Premises by Lessee or at Lessee's request. 10.3 Oeflnltlon of "Real Property Tax." As used herein, the term "real property tax" shall include any form of real estatl general, special. ordinary or extraordinary. and any license fee, commercial rental tax. improvement bond or bonds, lev inheritance. personal income or estate taxes) imposed on the-k&&wH Center or any portion thereof by any. authority having power to tax, including any city. county. state or federal government. or any school, agricultural, sanitary, fire. streel improvement district thereof, as against any legal or equitable interest of Lessor in the&&st&l Center or in any portioc .- Lessor's right to rent or other income therefrom, and as against Lessor's business of leasing thehdusbal Center. The term"re also include any tax, fee, levy, assessment or charge (i) in substitution of, partially or totally. any tax, fee, levy, assessment or included within the definition of "real property tax," or (ii) the nature of which was hereinbefore included within the definition c or (iii) which is imposed for a service or right not charged prior to June 1, 1978. or. if previously charged. has been increased s (iv) which is imposed as a result of a transfer, either partial or total, of Lessor's interest in the &&#+e4 Center or which is add hereinbefore included within the definition of real property tax by reason of such transfer, or (v) which is imposed by reason of modifications or changes hereto, or any transfers hereof. 10.4 Joint Assessment If thekdu&eaI Center is not separately assessed, Lessee's Share of the real property tax liability proportion of the real property taxes for all of the land and improvements included within the tax parcel assessed, such proport by Lessor from the respective valuationsassigned in the assessor's work sheets or such other information as may be reasonab' reasonable determination thereof, in good faith. shall be conclusive. ' 10.5 Personal Properly Taxes. (a) Lessee shall pay prior to delinquency all taxes assessed against and levied upon trade fixtures. furnishings, eqi personal property of Lesseecontained in the Premises or elsewhere. When possible. Lesseeshall causesaid trade fixturek, fur and all other personal property to be assessed and billed separately from the real property of Lessor. (b) If any of Lessee's said personal property shall be assessed with Lessor's real property, Lessee shall pay attributable to Lessee within ten (10) days after receipt of a written statement setting forth the taxes applicable to Lessee's j 11. Utilities. Lessee shall pay for all water, gas. heat, light, power. telephone and other utilities and services suppiied to ihc with any taxes thereon. If any such serwces are not separateiy metered to the Premises. Lessee shall pay at Lessor's option. eitt a reasonable proportion to be determined by Lessor of all charges jointly metered with other premises in the Building. 12. Asslgnment and Subletting. 12.1 Lessor's Consent Required. Lessee shall not voluntarilyor by operation of law assign, transfer, mortgage. sublet. or 1 encumber all or any part of Lessee's interest in the Lease or in the Premises, % 3- corporation resulting from the Ini MULTl TENANT-MODIFIED NET 9 American Industrial Real Estate Association 1981 -4- lllUl1 Ir id HbKLtlVILlYI v * and CondHlonr of Assignment. Regardless of Lessor's consent, no assignment shall er the primary liability of Lessee to pay the Base Rent and Lessee's Share of Operat performed by Lessee hereunder. Lessor may accept rent from any person other than Le onsent to subsequent assignments of this Leaseoramendmentsor modifications or any successor of Lessee, and without obtaining its or their consent thereto and icable to Subletting. Regardless of Lessor's consent, the following terms t of the Premises and shall be included in subleases: (b) No subleaseentered into by Lessee shall be consented in writing. (c) If Lessee's obligations under this Lease have been not be effective unless said guarantors give their written con hird parties, then a sublease, and Lessor's consent and the terms thereof. secuent Subletting by Lessee or to an' Lease. Lessor may proceed directly against y guarantors or any one elsl t in the performance of its obligations under this Le to attorn to Lessor. in which event Lessor shall unde r shalt not be I nsent required of Lessee under a sublease shall also require the consent o further assign or sublet all or any part of the Premises without Lessor'!; pr 13. Default; Remedltr. 13.1 Default. The occurrence of any one or more of the following events shall constitute a material default of this Lease by Les (a) The vacating or abandonment of the Premises by Lessee. (b) The failure by Lessee to make any payment of rent or any other payment required to be made by Lessee hereunder, as an' where such failure shall continue for a period of three (3) days after written notice thereof from Lessor to Lessee. In the event that LE Lesseewith a Notice to Pay Rent or Ouit pursuant to applicable Unlawful Detainer statutes such Notice to Pay Rent or Ouit shall also cc notice required by this subparagraph. (c) Except as otherwise provided in this Lease. the failure by Lessee to observeor perform any of the covenants, conditionsoi of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above. where such failure shall continue for thirty (30) days after written notice thereof from Lessor to Lessee; provided. however, that if the nature of Lessee's noncompliance is suc than thirty (30) days are reasonably required for its cure. then Lessee shall not be deemed to be in default if Lessee commenced such said thirty (30) day period and thereafter diligently prosecutes such cure to completion. To the extent permitted by law, such thirty (30) shall constitute the sole and exclusive notice required to be given to Lessee under applicable Unlawful Detainer statutes. (d) (i) The making by Lessee of any general arrangement or general assignment for the benefit of creditors; (ii) Lessee "debtor"as defined in 11 U.S.C. 5101 or any successor statute thereto (unless, in the case of a petition fileci against Lessee, the same is within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee'sassets located at th or of Lessee's interest in this Lease, where possession is not restored to Lessee within thirty (30) days; or (iv) the attachment. executic judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease. where such sei discharged within thirty (30) days. In theevent that any provision of this paragraph 13.1 (d) is contrary to any applicable law, such provisi of no force or effect. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, any assigneeof Lessee, any subtenant of 1 successor in interest of Lessee or any guarantor of Lessee's obligation hereunder, was materially false. 13.2 Remedles. In the event of any such material default by Lessee, Lessor may at any time thereafter, with or without notice or dc without limiting Lessor in the exercise of any right or remedy which Lessor may have by reasor, of such default: (a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease and the term hi terminate and Lessee shall immediately surrender possesston of the Premises to Lessor. In such event Lessor shall be entitled to rec Lessee all damages incurred by Lessor by reason of Lesree'sdnfau!t :nclt;ding, but no: limited to. thecost of recovering possession O? the expenses of reletting. including necessary renovation and alteration of the Premises. reasonable attorney's fees. and any real estate cc actually paid; the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the bak term after the time of such award exceeds the amount of such rental loss for the same period that Lessee proves could be reasonably avc portion of the leasing commission paid by Lessor pursuant to paragraph 15 applicable to the unexpired term of this Lease. (b) Maintain Lessee's right to possession in which case this Lease shall continue in effect whether or not Lessee shall have abandoned the Premises. In such event Lessor shall be entitled to enforceall of Lessor's rights and remedies under this Lease, including t recover the rent as it becomes due hereunder. Pursue any other remedy now or hereafter available to Lessor under the laws or judicial decisions of the State wherein the are located. Unpaid installments of rent and other unpaid monetary obligations of Lessee under the termsof this Lease Shall bear interea date due at the maximum rate then allowable by law. 13.3 Default by Lessor. Lessor shall not be in default unless Lessor fails to perform obligations required of Lessor within a reasonabli in no event later than thirty (30) days after written notice by Lessee to Lessor and to the holder of any first mortgage or deed of trust co' Premises whose name and address shall have theretofore been furnished to Lessee in writing, specifying wherein Lessor has failed to per obligation; provided. however, that if the nature of Lessor's obligation is such that more than thirty (30) days are required for perform: Lessor shall not be in default if Lessor commences performance within such thirty (30) day period and thereafter diligently prosecutes th completion. inltlais: - @American Industrial Real Estate Association 1981 -5- _. , (c) MULTI TENANT-MODIFIED NET nlDl 1 L IU HUKCCI'ICIYI 1 ' 13.4 Late Charges. Lessee hereby b wledges that late Payment by Lessee to Lessor 9 o se Rent. Lessee's Share of Operati ' < - 'or other sums due hereunder will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will beextre to ascer\!ain. Such costs include. but are not limited to. Processing and accounting charges. and late charges which may be imposed the terms of any mortgageor trusl deed covering the Property. Accordingly, if any installment of Base Rent, Operating Expenses, or a ?ue from Lessee shall not be received by Lessor Or Lessor's designee wtthin ten (lo) days after such amount shall be due. then requirement for notice to Lessee. Lessee shall pay to LeSSora late charge equal to 64601 such overdue amount. The parties hereby ag late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of late payment by Lessee. Acceptant charge by Lessor shall in no event constilute a waiver Of Lessee's default with respect to such overdue amount. nor prevent Lessorfrc any of theother rightsand remedies granted hereunder. In theevent that a latechargeis payable hereunder. whether or notcollectec consecutive installments of any of the aforesaid monetary obligations of Lessee, then Base Rent shall automatically become due quarterly in advance, rather than monthly, notwithstanding paragraph 4.1 or any other provision of this Lease to the contrary. 16. Estoppel Certlflcate. (a) Each party (as'Yesponding party") shall at any time upon not less than ten (10) days'priorwritten notice from theother part) party") execute. acknowledge and deliver to the requesting party a statement in writing (i) certifying that this Lease is unmodified ar and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and e date to which the rent and otherchargesare paid in advance, if any, and (ii) acknowledging that there are not. to the responding party' any uncured defaults on the part of the requesting party. or specifying such defaults if any are claimed. Any such statement may be relied upon by any prospective purchaser or encumbrancer of the Premises or of the business of the requesting party. (b) At the requesting party'soption. the failure to deliver such statement within such timeshall baa material default of this Leas who is to respond, without any further notice to such party, or it shall be conclusive upon such party that (i) this Lease is in full for' without modification except as may be represented by the requesting party, (ii) there are no uncured defaults in the requt performance. and (iii) if Lessor is the requesting party. not more than one month's rent has been paid in advance. (c) If Lessor desires to finance, refinance. or sell the Property, or any part thereof, Lessee hereby agrees to deliver to any lendei designated by Lessor such financial statements of Lessee as may be reasonably required by such lender or purchaser. Such sta include the past three (3) years' financial statements of Lessee. All such financial statements shall be received by Lessor and s purchaser in confidence and shall be used only for the purposes herein set forth. 17. Lessor's Liability. The term "LessoJ" as used herein shall mean only the owner or owners, at the time in question, of the fee titli interest in a ground lease of the+dweWat Center. and except as expressly provided in paragraph 15. in the event of any transfer c interest, Lessor herein named (and in caseof any subsequent transfers then the grantor) shall be relieved from and after the date of su all liability as respects Lessor'sobligations thereafter to be performed, provided that any funds in the hands of Lessor or the then gran of such transfer, in which Lessee has an interest. shall be delivered to the grantee. The obligations contained in this Lease to be 1 Lessor shall, subject as aforesaid, be binding on Lessor's successors and assigns. only during their respective periods of ownersh 18. Severablllty. The invalidity of any provision of this Lease as determined by a court of competent jurisdiction, shall in no way affe of any other provision hereof. 19. Interest on Past-due Obligatlons. Except as expressly herein provided, any amount due to Lessor not paid when due shall bear maximum rate then allowable by law from the date due. Payment of such interest shall not excuse or cure any default by Lessee und provided, however, that interest shall not be payable on late charges incurred by Lessee nor on any amounts upon which late chargi Lessee. 20. Time of Essence. Time is of the essence with respect to the obligations to be performed under this Lease. 21. Additional Rent. All monetary obligations of Lessee to Lessor under the terms of this Lease, including Iiut not limited to Les: Operating Expenses and insurance and tax expenses payable shall be deemed to be rent. 22. lncorporatlon of Prlor Agreements; Amendments. This Lease contains all agreements of the parties with respect to any matt herein. No prior or contemporaneous agreement or understanding pertaining to any such matter shall be effective. This lease may t writing only. signed by the parties in interest at the timeof the modification. Except asotherwisestated in this Lease, Lessee herebya that neither the real estate broker listed in paragraph 15 hereof nor any cooperating broker on this transaction nor the Lessor or an) agents of any of said persons has made any oral or written warranties or representations to Lessee relative to the condition or use by Premises or the Property and Lesseeacknowledges that Lesseeassumes all responsibility regarding theOccupationa1 Safety Healti- use and adaptability of the Premises and the compliance thereof with all applicable laws and regulations in effect during the term except as otherwise specifically stated in this Lease. 23. Notices. Any notice required or permitted to be given hereunder shall be in writing and may be given by personal delivery or by and if given personally or by mail, shall be deemedsufficiently given if addressed to Lessee or to Lessor at the address noted below th the respective parties, as the case rnay.be. Either party may by notice to the other specify a different address for notice purposesexc Lessee's taking possession of the Premises, the Prernisesshall constitute Lessee's address for notice purposes. A copy of all notic! permitted to be given to Lessor hereunder shall be concurrently transmitted to such party or parties at such addresses as Lessor ma time hereafter designate by notice to Lessee. 24. Walvers. No waiver by Lessor or any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequ Lessee of the same or any other provisioin. Lessor's consent to. or approval of, any act shall not be deemed to render unnecessary th Lessor's consent to or approval of any subsequent act by Lessee. The acceptance of rent hereunder by Lessor shall not bea waiver of i breach by Lessee of any provision hererof. other than the failure of Lessee to pay the particular rent so accepted, regardless Of Less0 of such preceding breach at the time of acceptance of such rent. 25. Recording. Either Lessor or Lessee shall. upon request of the other. execute. acknowledge and dejiver to the other a memorandum of this Lease for recording purposes. 26. Holding Over. If Lessee, with Lessor's consent. remains in possession of the Premises or any part thereof after the eXpirati( hereof, such occupancy shall be a lenancy from month to month upon all the provisions of this Lease pertaining to theobligationsof 1 , 3 frm monttk to mnth. Initials: MU LT I TEN ANT- M 0 0 I FI E 0 NET Q American Industrial Real Estate Association 1981 -6- IBII C TO AGREEMENT I, c , I 27. Cumulative Remedies. No remedy or election hereunder shall be deemed eXClUSiVe but shall, wherever possible, be curnulati ' remedies at law or in equity. 28. Covenants and Condltlons. Each provision of this Lease performable by Lessee shall be deemed both a covenant and a COI 29. Blndlng Effe&t; Cholceof Law. Subject to any provisions hereof restricting assignment or sublettin by Lessee and subject to ti paragraph 17. this Lease shall bind the parties. their personal representatives. successors and assigns. ?his Lease shall be govern€ the State where the+&eeWd Center is located and any litigation concerning this Lease between the parties hereto shall be initiated which theb&&.ual Center is located. 30. Subordlnstlon. (a) This Lease, and any Option granted hereby. at Lessor's option, shall be subordinate to any ground lease, mortgage. deec other hypothecation or security now or hereafter placed upon the Industrial Center and to any and all advances made on the securii all renewals, modifications. consolidations. replacements and extensions thereof. Notwithstanding such subordination, Lessee possession of the Premises shall not be disturbed if Lessee is not in default and so long as Lesseeshall pay the rent and observe ar the provisions of this Lease. unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee or ground les have this Lease and any Options granted hereby prior to the lien of its mortgage. deed of trust or ground lease, and shall give writte to Lessee, this Lease and such Options shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease I are dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. (b) Lessee agrees to execute any documents required to effectuate an attornment. a subordination or to make this Leas granted herein prior to the lien of any mortgage. deed of trust or ground lease. as the case may be. Lessee's failure to execute 2 within ten (10) days after written demand shall constitute a material default by Lessee hereunder without further notice to Lesse option, Lessor shall execute such documents on behalf of Lessee as Lessee's attorney-in-fact. Lessee does hereby make, irrevocably appoint Lessor as Lessee's attorney-in-fact and in Lessee's name, place and stead, to executa such documents in accc paragraph 30(b). 31. Attorney's Fees. If either party or the brokerts) named herein bring an action to enforce the terms hereof or declare right! prevailing party in any such action. on trial or appeal. shall be entitled to his reasonableattorney'sfees to be paid by the losing pari court. The provisions of this paragraph shall inure to the benefit of the broker named herein who seeks to enforce a right hereu 32. Lessor's Access. Lessor and Lessor's agents shall have the right to enter the Premises at reasonable times for the purpose c same, showing the same to prospective purchasers. lenders. or lessees, and making such elterations, repairs. improvements or Premises or to the building of which they are part as Lessor may deem necessary or desirable. Lessor may at any time place Premises or the Building any ordinary"ForSa1e"signs and Lessor may at any timeduring thelast 120daysof the term hereof placi Premises any ordinary "For Lease" signs. All activities of Lessor pursuant to this paragraph shall bewithouu abatement of rent. nor s any liability to Lessee for the same. 33. Auctions. Lessee shall not conduct. nor permit to be conducted, either voluntarily or involuntarily, any auction upon the Common Areas without first having obtained Lessor's prior written consent. Notwithstanding anything to the contrary in this Lei not be obligated to exercise any standard of reasonableness in determining whether to grant such consc3nt. 34. Slgns. Lessee shall not place any sign upon the Premises ,or the JaduWul ' Center without Lessor's prior written cor circumstances shall Lessee place a sign on any roof of the&dusWd Center. 35. Merger. The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, or a termination by Lessor merger, and shalt. at the option of Lessor. terminate all or any existing subtenancies or may, at the option of Lessor. operate as a Lessor of any or all of such subtenancies. 36. Consents. Except for paragraph 33 hereof. wherever in this Lease theconsent of one party is required to an act of the other pa shall not be unreasonably withheld or delayed. 37, Guarantor. In the event that there is a guarantor of this Lease, said guarantor shall have the same obligations as Lessee UI 38. Quiet Possession. Upon Lessee paying the rent for the Premises and observing and performing all of the covenants, conditior on Lessee's part to be observed and performed hereunder, Lessee shall have quiet possession of the Premises for the entireterm I all of the provisions of this Lease. The individuals executing this Lease on behalf of Lessor represent and warrant to Lessee tt authorized and legally capable of executing this Leaseon behalf of Lessor and that suchexecution is binding upon all parties holdi ses or the Industrial Cente roperty of Lessor, or the ri d or renew this Lease a later option can1 Lessee), nor (iv) in theevent t or not the defaults are cured, see three or more notices of defau d of time immediately prior to the 40. Security Measures. Lessee hereby acknowledges that Lessor shall have no obligation whatsoever to provide guard service measures for the benefit of the Premises or the Industrial Center. Lessee assumes all responsibility for the protection Of LeSSeq invitees and the property of Lessee and of Lessee's agents and inviteesfrom acts of third parties. Nothing herein contained shall F Lessor's sole option. from providing security protection for the Industrial Center or any part thereof, in which event the COS1 included within the definition of Operating Expenses, as set forth in paragraph 4.2(b). 41. Easements. Lessor reserves to itself the right, from time to time. to grant such easements, rights and dedications that Lessor1 or desirable. and to cause the recordation of Parcel Maps and restrictions, so long assuch easements, rights. dedications. Maps al not unreasonably interfere with the use of the Premises by Lessee. Lesseeshall sign any of theaforementioned documents Upon I and lailure to do so shall constitute a material default of this Lease by Lessee without the need for further notice to Lessee. 42. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one party to th provisions hereof. the party againsl whom the obligation to pay the money is asserted shall have the right to make payment"ur such payment shall not be regardedas avoluntary payment. and thereshallsurvive the righton thepart of said party to institutest such sum. If it shall beadjudged that therewas no legal obligation on the part of said party to pay such sum or any part thereof, S entitled to recover such sum or so much thereof as it was not legally required to pay under the provisions Of this Lease. Initlal! MULTI TENANT-MODIFIED NET &American Industrial Real Estate Association 1981 -7- r IBIT C TO AGREEMENT 3 a 43, Authority. If Lessee IS a corporation, trust, or general or limited partnership. each individual executirig this Lease on behalf of si represents and warranls that he or she is duly authorized to execute and deliver this Leaseon behalf of said entity If Lessee isa corporatic partnership. Lessee shall. within thirty (30) days after execution Of this Lease, deliver to Lessor evidence of such authorily satisfactory 44. Conflict. Any conflict between the printed provisionsof this Lease and the typewritten or handwritten provisions. if any, shall be cor the typewritten or handwritten provisions 45. Offer. Preparation of this Lease by Lessor or Lessor's agent and submission of same to Lessee shall not be deemed an offer to 11 Lease shall become binding upon Lessor and Lessee only when fully executed by Lessor and Lessee. 46. Addendum. Attached hereto is an addendum or addenda containing paragraphs N/A through constitute a part of this Lease 47. DAMAGE AND EESTRUCTION. For Purpos€s of this paragraph, "Insured Loss" shall mean darnaLge or destruction was covered by an event required to be covered by the. insurznce described in paragra The fact that an Insured Loss has a deductible amount shall not make the loss an uni loss. (1) Insured Loss: If at any time during the term of this Lease there is damag destrtction cf the Premises which is an Insured Loss, then Lessor shall, at Lessor's repair such damage to the Premises, but not Leasee's fixtures, equipment or tenant i as soon as reasonataly Fossible and this Lease shall continue in full force and effec If at: any time during the term of this Lease ttere is dau or destruction of the Premises which is not an Insured Loss, Lessee shall make the L at Lessee's expense and this Lease shall continue in full force and effect. (2) Uninsured Loss: (3) Waiver: Lessor and Lessee waive the provisions of any statute which rela termination of leases vher leased property is destroyed and agree thztt such event sh governed by the terms cf this Lease. Under no circumstances shall Lessee be entitle abatement of rent as a result of damage or destruction of the Premises. LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CON HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE f HEREBY AGREE THAT AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REAS AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. THIS LEASE HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY. LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION RELATING THERETO THE PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE. LESSOR LESSEE Carlsbad Housing and Redevelopment Commission Carlsbad Unified School District BY ,- BY BY BY Executed on (cor Executed on ICorporiie Seal1 ADDRESS FOR NOTICES AND RENT AD DR ESS For these forms wrcte the American Industrial Real Estate Association. 350 South Figueroa St. Suite 275.1-0s Angeles. CA 90071 (213 Form 1 ,%IT D TO ACREEMEN- I a RECORDING REQUESTED BY 1 ) 1 660 Newport Center Drive 1 Suite 1600 ) Attn: Joel H. Guth ) 1 AND WHEN RECORDED MAIL TO: STRADLING, YOCCA, CARLSON & RAUTH ) Newport Beach, California 92660 ) [Space above line for recorder's use MEMORANDUM OF LEASE This Memorandum of Lease is made as of the day of 19 by and between the CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION ("Lessor") and the CARLSBAD UNIFIED SCHOOL DISTRICT, a public agency ("Lessee"). - By this Memorandum of Lease, for good and adequate considerati pursuant to all the terms and conditions set forth in that certain leas agreement by and between Lessor and Lessee and dated as of , (the "Lease Agreement1'), all the terms and conditions of which are made part hereof as though fully set forth herein, (1) Lessor does hereby le Lessee and Lessee does hereby let from Lessor that certain real propert together with the improvements located thereon, situated in the County Diego, State of California, more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Premisc for a term of ten (10) years commencing on , 19- and ending , 19 , unless sooner terminated in accordance with the Least - Agreement: and (2) Lessor does hereby agree that following the end of ten (10) year term, provided the Lease Agreement has not been terminat prior to the end of such ten (10) year term and Lessee is not then in in the payment of rent or any other sums payable by Lessee pursuant to terms of the Lease Agreement, Lessor shall convey to Lessee a fee inte the Premises pursuant to the terms of the Lease Agreement and that cer Agreement for Cooperation Between Carlsbad Unified School District, th Carlsbad Housing and Redevelopment Commission and the City of Carlsbad , 1988, all of the terms and conditions of which are made a hereof or though fully set forth herein. I a UIBIT D TO AGREEMENT ALL WITNESS WHEREOF, the parties have executed this Memorandum a Lease as of the date first above written. "Less or 'I THE CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION By : Its: If Lessee" THE CARLSBAD UNIFIED SCHOOL DISTRICT By : Its: 3754rf 5705/001 -2- EXHIIBIT A TO MEMO1 4 1, OF LEASE ( % EXHIBIT A DESCRIPTION OF PREMISES School Administrative Offices As shown on the attached floor plans. I # m ,- - If to The Distrlct: SOP&WJ*&W= Attn: . ad WdW i)/lrPtdPL If to the Commission: Attn: Copies To: City Attorney Attn: If to the City: atw Irt7&4= Attn: or to such address or to such other person as any party shall designate to the other for such purpose in the manner hereinabove set forth. 8.5 This agreement contains the entire agreement between representations and the parties relating to the transactions contemplated hereby and all prior agreements, understandings, statements, oral or written, are merged herein. Agreement as of the day and year first above written. IN WITNESS WHEREOF, the parties hereto have executed the CARLSBAD UNIFIED SCHOOL DISTRIC' Dated March 23, 1988 By: P Dated- i As- /9// / ATTEST : / Dated Ma / x /?id 3/21/88 3 73 8 r/2 4 10/0 1 -13- ---_ ---_ -- -- - --__ l%’d*d*fiddldd - # Y. , L , Y I,UI,LCI. DARD NDUSTRIAL E - GROSS ERICAN INDUSTRIAL REAL E ASSOCIATION mil "'v 'k I ,.I , 5- *- 1. * 19- between 7he r- (ha and Carrlsbad l!nified school District (he1 2. Premlr.s. Lessor hereby leases to Lessee and Lessee leases lrom Lessor lor the term. at the1 rental. and upon all of thc herein. that certain real property situated In the County of m State01 C!!W and parlcinq and stora commonty known as the Safety Center and described as am squar e foot Milar facllltv Parties. This Lease, dated. for reference purposes only, .. q /as shown on attached plot plan , 2,-/& I Said real property including the land and all improvements therein. is herein called "the Premise!,". 3. Term. commencing on unless Sooner terminated pursuant to any provision hereof. 3.2 beley In Porrearlon. Notwithstanding said commencement date, if for any reason Lessor cannot deliver possess1 Lessee On said date. Lessor shall not be subject to any liability therefor. nor shall such fa(lure slfact the v8lIdlty of ?hls Least Lessee hereunder or extend the term hereol. but In such case, Lessee shall not be obligated to pay rent until possession of the lo Lessee: provided. however. that 11 Lessor shall not have dellvered possession of the Premises withln sixty (60) days 1rom date. Lessee may. at Lessee'soption. by notice in writing to Lessor within ten (10) days thereafter,caincet this Lease. in which be discharged from all obligations hereunder: provided further. however, that if such written notice of Lessee is not received ten (IO) day period. Lessee's right to cancel this Lease hereunder shall terminate and be of no further force or effect. 3.3 Early Possession. If Lessee occupies the Premises prior to said commencement date, such occupancy shall be st hereof. such occupancy shall not advance the termination date. and L s ee shall pay rent for such period at the initial 3.1 Term. The term of this Lease shall be for - end ending on - sy&P &3 d-hOUIYLY nf. Lesseeshall a 1 L s rasrentlorthePre ises,meaWypa mentsof 6% dy bo#Il? innD e erm $?q,pa4pf:, ere0 essee s a I BY X.JM Lessor upon q&iv7&?-&, e execu ton ereof S 9 as firsLmf the w this w Rent lor any period during the term hereol which is for less than one month shall be a pro rata portion of the monthly inst payable in lawful money of the United States to Lessor at the address stated herein or to such other persons or at such othet 4%- as securitt designate in writing. 5. performance of Lessee's obligations hereunder. If Lessee lailsto pay rent or other chaiges due hereunder. or otherwisedefat provision of this Lease, Lessor may use. apply or retain all or any portion of Said deposit lor the payment of any rent or other q the paymenl of any other sum to which Lessor may become obligated by reason of Lessee's default. or to compensala Lessor which Lessor may suller thereby. If Lessor so uses or apptles all or any portion of said deposit. Lessee shall wilhln ten I demand therelor deposit cash with Lessor in an amount sufficient to restore said deposit tothe full amount hereinabove stall to do so shall be a material breach 01 this Lease. If the monthly rent shall. from time to time, increase during the term Of 11 thereupon deposit with Lessor additional security deposit so that the amount of security deposit held by Lessor shall at a proportion to current rent as the original security deposit bears to the original monthly rent set foith in paragraph 4 here required to keep said deposit separate lrom its general accounts. I1 Lessee performs all of Lessee's obligations hereunder. si thereof as has not theretofore been applied by Lessor. shall be returned. without paymenl of interest or other increment fori Lessor's option. to the fast assignee, if any. 01 Lessee's Interest hereunder) at the expiratlon of fhe term hereof. and after L Premises. No trust relationship is created herein between Lessor and Lessee with respect to said Security De osit. Socurlty Depoall. Lessee shall deposit with Lessor upon executlon hereof $ 6. Use. Fy h~-rnO(tfP * 6.1 Use. The Premises shall be used and occupied only for = 0.- - Wh-9 ;mr supplies cznd supplies related to ~s~ts wrp or any other use which is reasonably comparable and lor no other purpose. 6.2 Cornpllanca wlth Law. (a) Lessor warrants lo Lessee that the Premises, in its state existing on the date that the Lease term commences. bl use lor which Lessee will use the Premises. does not violate any covenants or restrictionsol record, of any applicable buildi ordinance in effect on such Lease term commencement date In the event it is determined that this warranty has been Viola obligation of the Lessor, after written notice lrom Lessee, to promptly. at Lessor's sole cost and expense, rectily any such Lessee does not give to Lessor written notice of the violation of this warranty within six mo,nths from the date that IheLease correction of same shall be the obligation 01 the Lessee at Lessee's sole cost. The warranty contained in this paragraph 6.2 la effect if. prior to the date of this Cease. Lessee was the owner or occupant of the Premises. and, in suchevenl, Lesseeshall Co at Lessee's sole cosl. (b) Except as provided in paragraph 6.2(a), Lessee shalt, at Lessee's expense. comply promplly with all applicab rules. regulations, orders. covenants and restrictions ol record. and requirements in elfect duringthe term or any part Of the the use by Lessee of the Premises. Lessee shall not use nor permit the use of the Premises in any manner that Will tend to cre or. if there shall be more than one tenant in the building containing the Premises. shall tend to disturb such other tenant! (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease cornmencement date (unle' possession) and Lessor further warrants to Lessee that the plumbing. lighttng. air conditioning. heating. and loading doors in good operating condition on the Lease commencement date. In theevent that it is determined that this warranty has beon Ihe obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the ViOlatlOn. 1 sole cost, rectify such violalion. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Leas shall cause the conclusive presumption that Lessor has complied with ail of Lessor's obligations hereunder. The War1 paragraph 6.3(a) shall be of no force or effect II prior to the date of this Lease, Lessee was the owned or occupant Of the (bt Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition ex Commencement date or the date (hat Lessee takes possession of the Premises, whichever is earlier. subiect to all aPPliCg County and stare laws, ordinances and regulations governing and regulating the use of the Premises. and any Covenant3 0 and accepts this Lease sublect thereto and to 811 matters disclosed thereby and by any exhibits attached hereto Lessee ack Lessor nor b?SSOr 5 agent has made any representalion or warranty as lo the present or future suitability of the PremlSes for business. 7. Maintenance. Acpalrs and Altcrstlons. e 6.3 Condltlon ol Prcmlres. hall have no o 7. I Leiice's Obflgallonr. c (a) Subject to the provisions of Paragraphs 6. 7.1 and 9. Lessee, at Lessee's expense. shall keep in good order. c Premises and every part thereof (whether or not the damaged portion of the Premises or the means ol repairing the same e. accessable to Lessee) inchding, withoul limiting the generality of the foregoing, all plumbing, heating, air conditioning, (L @ American Industrial Real Estate Association 1980 GROSS I *EXHIBIT E TO AGREEMEI * maintain. at Lessee's expense. an air conditioning system maintenancecontract) ventilating. electrical and liqhting facilitim an ti?O Premires. fixtures. Interior walls and interlor surface of exterior WBIIY. Ceilings. windows. doors. Dlate qlass. and 3kylights PremiSes. and all landscaping. driveways. parking lots. fences and signs located in the Premises arid all sidewalks and parkw Premises. (b) If Lessee fails to perform Lessee's obligations under this Paragraph 7 2 or under any other paraoraph of this Le Lessor's ODtiOn enter upon the Premises after 10 days' prior written notice to Lessee (except in the case of emerqency. in whtch ( be required). perform such obligations on Lessee's behalf and put the Premtses in good order. Condition and repair. and theca with infercst thereon at the maximum rate then allowable by law shall be due and payable as additional rent to Lessor together rental installment. (c) On the last day 01 the term hereof, or on any sooner fermination. Lessee shall surrender the Premises to Lessor in 1 as received. ordinary wear and leaf excepted. clean and free of debris. Lessee shall repair any damage to the Premise3 installation or removal of its trade fixtures. furnishings and equipment Notwithstandinq anything to the contrary otherwise s Lessee shall leave Ihe air lines. Dower panels. electrical distribution systems. lighting fixlurea, space heaters. air condition fencing on the premises in good operating condition. . ? I' * ,,I I' <- '. 7 3 Allcratlonr and Addlllonr. (a) Lessee shall not. without Lessor's prior written consent make any alterations. improvements. additions. or Utility Ir about the Premises. except for nonstructural alterations not exceeding $2,500 in cumulatlve costs during tho term of this L whether or not in excess of 52.500 in cumillative cost. Lessee shall make no change or alteration to the exlerior 01 fhe Premise! the building(s) on the Premises without Lessor's prior written consent. As used in this Paragraph 7 3 the term "Utility lnsta Carpeting. window coverings. air lines, power panels. electrical distribution systems. lighting fixtures. space heaters. air cond and fencing. Lessor may require that Lessee remove any or all of said alterations. improvements. additions or Utility Installation? the term. and restore Ihe Premises to their prior condilion. Lessor may require Lessee to provide Lessor. at Lessee's sole cost and completion bond wt an amount equal to one and one-half times the estimated cost of such improvements, to insure Lessor for mechanic's and materialmen's liens and lo insure completion of the work. Should Lessee make any alterations, improve1 Utility Installations without the prior approval of Lessor, Lessor may require that Lessee remove any or all of fhe same. (b) Any alterations. improvements. additions or Utility Installations in. or about the Premises that Lessee shall desire requires the consent of the Lessor shall be presented to Lessor in written form. with proposed detailed plans. II Lessor shall < consent shall be deemed conditioned upon Lessee acquiring a permit to do so from appropriate governmental agencies, the f thereof to Lessor prior lo the commencement of the work and the compliance by Lessee of all conditions of said permit in a pron manner. (C) Lessee shall pay. when due. all claims for labor or materials furnished or alleged to have been furnished to or for Lf the Premises. which claims are or may be secured by any mechanics'or materialmen'slien against the Premisesor any interest t give Lessor not less than ten (10) days' notice prior to the commencement of any work in the Premises. and Lessor shall ha notices of non-responsibility in or on the Premises as provided by law. If Lessee shall, in good faith. contest the validity 01 an) demand. then Lessee shall. at its soleexpensedelend itself and Lessor against the same and shall pay and satisfy any such ad! may be rendered thereon before the enforcement thereof against the Lessor or the Premises. upon the condition that if Lessors shall furnish to Lessor a surety bond satisfactory to Lessor in an amount equal to such contested lien claim or demand indemnif liability for the same and holding the Premises free from the effect ot such lien or claim. In addition. Lessor may require Les attorneys fees and costs in participating in such action if Lessor shall decide it is to its best interest to do SO. (d) Unless Lessor requires their removal. as set forth in Paragraph 7.3(a). all alterations. improvements. additions and (whether or not such Utility Installations constitute trade fixtures of Lessee), which may be made on the Premises. shall becc Lessor and remain upon and be surrendered with the Premises at the expiratlon of the term. Norwithstanding the provision 7 3(d). Lessee'smachineryandequigment, olherthan that whichisaffixed IoIhePremisessothat itcannot beremoved withoul the Presmises. shall remain the property of Lessee and may be removed by Lessee subject to the provisions of Paragraph 7. 8. Insurance: Indemnily. 8.1 Llablllly Insurance - Lessee. Lessee shall. at Lessee's expense. obtain and keep in force during the term of thl Combined Single Limit Bodily Injury and Property Damage Insurance insuring Lessee and Lessor against any liability art' occupancy or maintenance of the Premises and all other areas appurtenant thereto. Such insurance shall be in an amount no per occurrence. The policy shall insure performance by Lessee of the indemnity provisions of this Paragraph 8. The limits Of not. however. limit the liability of Lessee hereunder. .. . .. 1- ~,~j damage to the Premises, but not Lessee's fixtures, equipment or tenant improvements in an amount not to exceed the full thereof. as the same may exist from time to time. providing protection against all perils included within the classification of fire. vandalism. malicious mischief. flood (in the event same is required by a lender having a lien on the P remises) special extendec such term is used in the insurance industry) but not plate glass insurance.- .. a- 8.4 Payment of Premlum Increase. (a) Lessee Shall pay lo Lessor. during the term hereof, in addition to the rent. the amount of any- PremiUr required under ParagraphG%%ad 8.3 3 previously occupied. the pre .this sentence emium cost attributable to liability insuran (b) Lessee shall pay any such premium keweeeo to Lessor within 30 days after receipt by Lessee of a copy of the Pr other satisfactory evidence of the amount due. If the insurance policies maintained ereunder cover other improvement Premises. Lessor shall also deliver to Lessee a statement of the amount of such-hxeaekattributable to the Premises and shi detail. the manner in which such amount was computed. If the term of this Lease shall not expire concurrent! with the exp covered by such insurance, Lessee's liability for premiumiccfcoleor shall be prorated on an annual basis. 'pr-UIlI 8.5 tnsurance Pollcler. Insurance required hereunder shall be in companies holding a "General Policyhofders Rating" such Other rating as may be required by a lender having a fien on the Premises. as set forth in the most current issue Of "Best Lessee shall deliver lo Lessor copies of policies of liability insurance required under Paragraph 8.1 or certificates evidencir amounts of Such insurance. No such policy shall be cancellable or subject to reduction of coverage or other modification ex days' prior written notice to Lessor. Lessee shall, at least thirty (30) days prior to the expiration of such policles. furnish LeS "binders" thereof. or Lessor may order such insurance and charge the cost thereof to Lessee. which amount shall be pay: demand. Lessee shall not do or permit to be done anything which shall invalidate the insurance policies referred to 10 Para1 8.6 WdVw of Subrogallon. Lessee and Lessor each hereby release and relieve the other, and waive their entire r;ght Of other for loss or dPmage arising out of or incident to the perils insured against under paragraph 8.3, which perils OCCUr in. On 01 whether due to the negligenceof Lessor or Lesseeor their agents. employees. contractors and/or invitees. Lessee and Lessor! the POfiCieS ot insurance required hereunder. give notice 10 the insurance carrier or carriers that the folegolng mutual wai\ contained in this Lease. 8.7 lndemnlty. Lessee shall indemnify and hold harmless Lessor from and against any and all claims arising from Premises. or from the conduct of Lessee's business or from any activity. work or things done, permitted Of suffered by Le Premises or elsewhere and shall further indemn!!yandhoid harmless Lessor from andaqatnst any and all claims arising from i in the performance of any obligation on Lessee's part to be performed under the terms of this Lease. or arising from any neglige any of Lessee's agents. contractors. or employees. and from and against all costs, attorney's fees. expenses and liabilities lncu any such Clatm or any action or proceeding brought thereon: and in case any action or proceeding be brought aqalnSt LeWm t claim. Lessee upon notice from Lessor shall defend the same at Lessee's expense by counsel satisfactory to Lrssor. Lessee. as consideration to Lessor. hereby assumes all risk of damaqe lo property Or injury to persons. in. upon or about the Premises ar and Lessee hereby waives all claims in respect thereof against Lessor. 8 8 Extmptlon of Lessor from Llsbfllty. Lessee hereby agrees that Lessor shall not be liable for injury to Lessee's bu income lherefrom or for damage to the goods, wares, merchandise or other property of Lessee. Lessees employees. inviteE other person In or about the Premises. nor shall Lessor be liable lor injury lo the person of Lessee, Lessees employees. a( whether Such damage or injury is caused by or results from fire. steem, electricity, gas. water or rain. or from the breakage. le; other defects of Pipes. sprinklers. wire% appliances. plumbing. air conditioning or lighting fixtures.'m from any other cau damage or injury results from conditions arising upon the Premises or upon other portions of the build'(nq of which the Premi! other Sources Or places and regardless of whsther fhe cause of such damage or injury or the meansof repairing the Same is in Lessor Shall not be liable for any damages arising from any act or neglect of any other tenant, if any, of tho building in wh located. I) GROSS -2- 1) EXHIBIT E TO AGREEMI (a) "Premises Partial d ge" shall herein mean damage or destruction lo the Premises to the extent that ?he COJ 5096 of the lair market vaium ot the Premise* immedlrtely prior 10 such damage or destruction. "Premises Building Partial I , mean damage or destruction to the burlding of which the Premises are a PSrt to the extent that thu cost of rspaic Is less than ! value Of such building as a whole immediately prior to such damage or destruction. Ib) "Premises Total Oestruction" shall herein mean damage or destruction lo the Premises to the extent that the CI more Of the fair market value of the Premises immediately prior to such damage or destruction. "Premises Building Total Oes mean damaqe or destruction to the building of which the Premises are a part to the extent that the cost of repair is 50% or m Value Of Such building as a whole immediately prior to such damage or destruction. (c) "Insured Loss" shall herein mean damage or destruction which was caused by an event required to be cove described in ParagrapP 8. 9 2 Partial Damage - Insured Loss. Sublect to the provisions of paragraphs9.4.9.5 and9 6. if at any time during the te is damage which is an Insured Loss and which falls into the classification of Premises Partial Damage or Premises Building Lessor shall. at Lessor's sole cost. repair such damage. but not Lessee's fixtures, equipment or tenant improvements. a! possible and this Lease shall continue in full force and effect. 9 3 Partlal Oarnage - Unlnrured Loss. Subject to the provisions of Paragraphs 9.4.9 5 and 9 6. if at any time during there is damage which is not an Insured Loss and which falls within the classification of Premises Partial Damage or Prer Damage. unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repalrs at Lessee's ex! Lessor's option either (i) repair such damage as soon as reasonably possible 81 Lessor's expense. in which event this Ceasi force and etfect. or (11) give written notice Io Lessee within thirty (30) days after thedateof theoccurrenceof such damage o canceland terminatethis Lease. asot thedateof theoccurrenceof suchdamage. In theeventLessorelects togivesuchnotic to Cancel and terminate this Lease. Lessee shall have the right within ten (10) days after the receipt of such notice to give writ Lessee s IntePtiOn to repair such damage at Lessee's expense, without reimbursement from Lessor, in which event this Leas force and effect. and Lessee shall proceed to make such repairs as soon as reasonably possible. It Lessee does not give su 10-day period this Lease shall be cancelled and terminated as of the date of the occurrence of such damage. 9.4 Total Destructlon. If at any time during the term of this Lease there is damage. whether or not an Insured Loss. ( required by any authorized public authority). which falls into the classilication of Premises Total Destruction or Pre Destruction. this Lease shall automatically terminale as of the dale of such total destruction. 9. Damage or Destructlon. I, a 9 1 Definitions. * . ,<( I <- ** 9.5 08mage Near End 01 Term. (a) If at any time during the last six months of the term of this Lease there is damage, whe!her or not an Insured Loss classification of Premises Partial Damage, Lessor may at Lessor's option cancel and terminate this Lease as of the date i damage by giving written notice to Lessee of Lessor's election to do so within 30 days after the date of occurrence of sucl (b) Notwithstanding paragraph 9.5(a). in the event that Lessee has an option to extend or renew this Lease, and the option may be exercised has not yet expired. Lessee shall exercise such option. if it is to be exercised at all. no later 1 occurrence of an Insured Loss failing within the classification of Premises Partial Damage during the last six month$ of th Lessee duly exercises such option during said 20 day period. Lessor shall. at Lessor's expense, repair such damage as soon : and this Lease shall continue in full force and effect. If Lessee fails Io exercise such option during said 20 day period. then 1 option terminate and cancel this Lease as of the expiration of said 20 day period by giving written notice to Lessee of Les within 10 days after the expiration of said 20 day period, notwithstanding any term or provision in the grant of option to tt (a) In the event of damage described in paragraphs 9.2 or 9.3, and Lessor or Lessee repairs or restores the Pre provisions 01 this Paragraph 9. the rent payable hereunder for the period during which such damage. repair or restoration COi in proportion to the degree to which Lessee's use of the Premises is impaired. Except for abatemen1 of rent. if any, Less against Lessor for any damage suffered by reason of any such damage, destruction, repair or restcration. (b) It Lessor shall be obligated to repair or restore the Premises under the provisions of this Paragraph 9 and sha repair or restoration within 90 days after such obligations shall accrue, Lessee may at Lessee's option cancel and termina Lessor written notice ot Lessee's election to do so at any time prior to the commencement ot such repair or restoration. Ir shall terminate as of the date of such notice. 9.7 Terrninatlon -Advance Payments. Upon termination of this Lease pursuant to this Paragraph 9. an equitable adj concerning advance rent and any advance payments made by Lerseo to Leasor. Lessor shall, in additlon, return tO LesW security deposit as her no1 theretofore been applied by Lessor. 9.8 Waiver. Lessor and Lessee waive the provisionsof any statutes which relate to termination of leases when leasec and agree that such event shall be governed by the lerrns of this Lease. 10. Real Property Tsxrs. 9.6 Abatement ot Rent; Lessee's Remedies. 10.3 Oeflnltlon of "Real Properly Tar". As used herein. the term "real property tax" shall include any form Of real es general. special, ordinary or extraordinary. and any license fee, commercial rental tax, improvement bond or bonds. inheritance, oersonal income or estate taxes) imposed on the Premises by any authority having the direct or indirect pow city. state or federal government. or any school. agricultural. sanitary. fire. street, drainage or other improvement district legal or equitable interest of Lessor inthepremisesor in the real property of which the Premises are a part, as against LeSSC income therefrom. and as against Lessor's business of leasing the Premises. The term "real property tax" shall alSO In< assessment or charge (i) in substitution of. partially or totally. any tax. fee. levy. assessment or charge hereinabove include( "real property tax." or (ii) the nature of which was hereinbefore included wiIhin the definition of "real properly tax." Of (iii) ..service or right not charged prior to June 1, 1978. or. if previously charged. has been increased since June 1. 1978. Or (iv result of a transfer, either partial or total. of Lessor's interest in the Premises or which is added to a tax or charge hereinbel definition of real property tax by reason of Such transfer. or (v) which is imposed by reason of thistransaction. any modificat or any transfers hereof. 10 4 Joint Assessment. If the Premises are not separately assessed. Lessee's liability shall be ai? equitable proport taxes for all of the land and improvements included within the tax parcel assessed, such proportion to bedetermined by Le! valuations assigned in the assessor's work sheets or such other information as may be reasonably available. Lessor's re; thereof, in good faith, shall be conclusive. 10.5 Personal Property Tares. (a) Lessee shall pay prior to delinquency all taxes assessed against and levied upon trade fixtures. furnishings. t personal property of Lessee contained in the Premises or etsewhere. When possible. Lessee shall cause said trade fixtures. and all other personal property 10 be assessed and billed separately from the real property of Lessor. (b) If any of Lessee's said personal property shall be assessed with Lessor's real property, Lessee shall pay Lessor Lessee within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee's Property. 11. Utlllties. Lessee shall pay for all water, gas. heat. light. power. telephone and other utilities and services supplied tC with any taxes thereon. If any such services are not separately metered lo Lessee. Lessee shall pay a reasonable proport Lessor of all charges Jointly metered with other premises. 12. Asslgnmenl and Subletttng. subtetting the terms of this Lease are materially changed 12.3 No Release of Lessee. Regardless of Lessor'sco primary liability 01 Lessee to pay the rent and to perform GROSS -3- y-lIBIT E TO AGREEMENT ' r I i 43. Oofahs: Aomrdlo~. % 13 1 OlhUltS. The occurrence 0 any one or mort3 Of the following eVentS shall COnStitUte a material default and breach Leszee: (a) The vacating or abandonment of the Premises by Lessee. (b) The failure by Lessee to make any payment of rent or any other Payment required to be made by Lessee hereunder. where such failure shall continue for a period of three days alter written notice thereof from Lessor to Lessee. In the event thal Les! w'lh a Notice to Pay Rent or Ouit pursuant to applicable Unlawlul Detainer Statutes such Notice to Pay Rent or Quit shall also con required by this subparagraph. (C) The failure by Lessee to observe or perform any of the covenants. condltionsor provlsions of thls Lease to be obsev by LesJOe. Other than descrlbed In Parsgraph (b) above. where such failure shall conrinue for a perlod of 30 days alter written no Lessor to LeSSee: provided. however, thal If the nature of Lessee's default is such that more than 30 days are reasonably required Lessee Shall not be deemed to be in delault 11 Lessee commenced such cure within sard 30-day period and thereafter diligently cure to completion. (dl (1) The making by Lessee of any general arrangement or assignment for the benefit of creditors: (ii) Lessee becor defined in 11 U s c. st01 or any successor statute thereto (unless. in the case of a petition filed aqainst Lessee. the same is dis days): (ill) the appointment of a trustee or receiver to fake Possession of substantially all of Lessee s assets located at the Premi, Interest in this Lease. where possession is not restored to Lessee within 30 days: or (iv) the attachment. execution or other ji substantially all of Lessee's assets locared at the Premises or of Lessee's interest in this Lease. where such seizure is not dischargi Provided. however, in the event that any provision of this paragraph 13.l(d) is contrary to any applicable law. such provision SF or effect. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, any assignee of Lessee. any subten; SUCCeSSOr in intereSt 01 Lessee or any guarantor of Lessee's obligation hereunder. and any 01 them. was materially false. 13 2 Rcmcdler. In the event of any such malerial default or breach by Lessee, Lessor may at any time thereafter. with or demand and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason 01 such default o (a) Terminate Lessee's right to possession of the Premises by any lawful means. in which case this Lease shall terminatc immediately Surrender possession of the P remises to Lessor. In such event Lessor shall be entitled to recover from Lessee all dan Lessor by reason of Lessee's default including. but not limited to. the cost of recovering possession of the Premises: expenses of rc necessary renovation and alteration of the Premises. reasonable attorney's fees. and any real estate comrnission actually paid: thc Of award by the court having jurisdiction lhereol of the amount by which (he unpaid rent for the balance, of the term after the tit exceeds the amount of such rental loss for the same period that Lessee proves could be reasonably avoided; that gortion of the lee paid by Lessor pursuant to Paragraph 15 applicable to the unexpired term of this Lease. (b) Maintain Lessee's right to possession in which case this Lease shall continue in effect whether or not Lessee shall ha Premises. In such event Lessor shall be entitled to enforce all of Lessor's rights and remedies under this Lease. including the right I as it becomes due hereunder. (C) Pursue any other remedy now or hereafter available to Lessor under the laws or judicial decisions of the state wherelr located. Unpaid installments of rent and olher unpaid monetary obligations of Lessee under the terms of this Lease shall bear inte due at the maximum rate then allowable by law. 13.3 Default by Listor. Lessor shall not be in default unless Lessor fails to perform obligations required of Lessor within a but in no event later than thirty (30) days after written notice by Lessee to Lessor and to the holder of any first mortgage or deed of Premises whose name and address shall have theretofore been furnished to Lessee in writlng. specifying wherein Lessor has faile obligation: provided. however, that if the nature of Lessor's obligation is such that more than thirty (30) days are required for I Lessor shall not be in default if Lessor commences performance within such 30-day period and thereatter diligently prosec completion. 13.4 Lato Charges. Lessee hereby acknowledges that late payment by Lessee to Lessor of rent and other sums due her' Lessor to incur costs not contemplated by this Lease. the exact amount of which will be extremely difficult lo ascertain. Suchcos not timiled to. processing and accounting charges, and late charges which may be imposed on Lessor by the terms of any mort( covering the Premises. Accordingly, if any installment of rent or any other rum due from Lesseeshall not bereceived by Lessor or' within ten (10) days attar such amount shalt be due. then. without any requirement ?or notlce to Lessee, Lessee shall pay to Le equal to 6% of such overdue amount. The parties hereby agree that such late charge represents a lair and reasonable estimate a will incur by reason of late payment by Lessee. Acceptance of such late charge by Lessor shall In no event constitute a walver o with ruspect to such overdue amount, nor prevent Lessor from exercislng any of the other rights and remedies granted hereunder. late charge is payable hereunder. whether or not collected. forthree (3) cansecutlve installments of rent, then rent shall automati and payable quarterly in advance, rather than monthly. notwithstanding paragraph 4 or any other provlsion of this Lease to th 13.5 Impounds. In the event that a late charge is payable hereunder. whether or not collected, for three (3) installments 01 monetaryobligation of Lesseeunderthe terms of thisLease. Lesseeshall pay toLessor, if Lessor shall sorequest, inaddition toar required under this Lease. a monthly advance installment. payable at the same ttme as the monthly rent. as estimated by Lessor. to and insurance expenses on the Premises which are payable by Lessee under the terms of this Lease. Such fund shall be eSti payment when due. before delinquency, of any or all such real property taxes and Insurance premiums. If the amounts I Lessee under the provisions of this paragraph are insufficient to discharge Ihe obligations of Lesseeto pay such real property ta: premiums as the same become due. Lessee shall pay to Lessor, upon Lessor's demand, such additional sums necessary to pay su moneys paid to Lessor under this paragraph may be intermingled with olher moneys of Lessor and shall not bear interest. In thee the obligations of Lessee to perform under this Lease, then any balance remaining from funds paid to Lessor under the provision! may. at the option of Lessor, be applied to the payment of any monetary default of Lessee in lieu of being applied to the payment c and insurance premiums. 14. Condemnatlon. If the Premises or any portion thereof are taken under the power of eminent domain. or sold under the threa said power (all of which are hereln called "condemnation"), this Lease shall terminate as to the part so taken as of the date authority takes title or possession. whichever first occurs. If more than 10% of the floor area of the building on the Premises. or mc land area of the Premises which is not occupied by any building, is taken by condemnation, Lessee may. at Lessee's Option. writing only within ten (10) days alter Lessor shall have given Lessee written notice of such taking (or in the aibsence of such noti - days after the condemning authority shall have taker? possession) terminate this Lease as of the date the condemning aut possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Leaseshall remain in full farce and effel of the Premises remaining. except that the rent shall be reduced in the proportion that the floor area of the building taken bears to of the building situated on the Premises. No reduction of rent shall occur if the only area taken is that which does not have I thereon. Any award for the faking of all or any part of the Premises under the power 01 eminent domain or any payment made 1 exercise of such power shall be the property of Lessor. whether such award shall be made as compensation for dlrninution in vat1 cr for the taking of the fee. or as severance damages: provided, however. that Lessee shall be entitled to any award for loss of or dl trade fixtures and removable personal property. In the event that this Lease is not terminated by reason of such condemnation. ' extent of severance damages received by Lessor in connectlon with such condemnation. repair any damage to the Premlse condemnation except to the extent that Lessee has been reimbursed therefor by the condemning authority. Lesseeshall pay any 01 such severance damages required lo complete such repair. , 9 I- . t- - obligatlon under 16. Estoppel Cerllflcato. (a) Lessee shall at any time upon not less than ten (10) days' prior written notice from Lessor execute. acknowledge and statement in writing (i) certifying that this Lease isunmodlfled and in lull force and effect (or. if modified. slating the nature of SUC certifying that this Lease. as so modified. is tn full force and effect) and the date to which the rent and other charges are paid in a (11) acknowledging that there are not. to Lessee's knowledge. any uncured defaults on the part of Lessor hereunder. or SDeCifyi any are claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the (bl At LeSsOr'S option. Le3see.3 failure to dellver such statement within such lime shall be a material breach of thi! C0nC)uwe upon Lersee (I) that this Lease is in full force and effect. without modification except as may go represented by Lessc nO uncured defaults in Lessor's performance. and titi) that not more than one monrh's rent has been patd in advance or Si considered by Lessor as a default by Lessee under this Lease. Inlll GROSS -4- E lBIT E TO AGREEMENT A 6 9 (C) if Lessor desires lo fina efinance. or sell the Premises. or any part thereof. Lessee hereby agrees to deltver tc pupasor designated by Lessor such fi ncial statements of Lessee as may be ressonably required by such lender or purchaser St shall Include the Past three years' financial statements of Lessee. A41 such financial StatementS shall be received by Lessor and pu!ct:aser in confidence and shall be used only for the purposes herein set lorth. . 17. Lessor's Llablllly. The term "Lessor" as used herein shall mean only the owner or owners at the time in question of the fee ti interest in a ground lease of the Premises. and except as expressly provided in Paragraph 15. in the event ol any lransfer of such Lessor herein named (and in case of any subsequent transfers then the grantor) shall be relieved from and after the date of suci liability as respects Lessor's obligations thereafter to be performed. provided that any funds in thehands ol Lessor or the then granf such transfer. in which Lessee has an interest. shall be delivered to Ihegrantee. Theobllgations Contained in thih Lease to be perto, shall. sublect as aforesaid. be binding on Lessor's successors and assigns. only during their respective periods 01 ownership. 18. Ssverablllty. The invalidity of any provision of this Lease as determined by a court of competentjuri8diction. shall in no way ai of any other provision hereof. 19. Interest on Pssl-duo Obllgrllons. Except as exnressly herein provided. any amount due to Lessor not paid when due shall bet i?-b3xlmUm rate then allOWable by law from the date due. Payment of such interesf shall not excuse or Curet any default by Lessee UI provided. however. that interest shall not be payable on late charges incurred by Lessee nor on any amoLinls upon whlch late chat Lessee. 20. Tho of Essence. Time is of the essence. 21. Addltlonal RonL Any monetary obligations of Lessee to Lessor under the terms of this Lease shall be deemed to be rent. 22. lncorporallon of Prlor Agreements: Amendmenti. This Lease contains all agreements of the parties with respect to any mi herein. NO Prior agreement or understandinq pertaining lo any such matter shall be effective. This Lease may be modifiedin writing the parties tn interest at the time of the modification. Excectt as otherwise stated In this Lease. Lessee herebv acknowledaes that estate broker listed in Paragraph 15 hereof norany cooperating broker on this transactlon nor the Lessor or any employees orager Persons has maae any oral or written warranties or representations to Lessee relative to the condition or use by Lessee of said Prem acknowledges that Lessee assumes all responsibility regarding the Occupational Safety Health Act. the legal use and adaptability and the compliance thereof with all applicable laws and regulations in effect during the term ol this Leaseexcept as otherwise spec this Lease. 23. Notlcet. Any notice required or permitted lo be given hereunder shall be in writing and may be given by personal delivery or k and if given Personally or by mail. shall be deemed sufficiently given if addressed to Lesseeor to Lessor at the address noted below the respective parties. as the case may be. Either party may by notice to lheother specifyadilferent address for notice purposes e Lessee's taking possession of the Premises, the Premises shall constitute Lessee's address for notice purposes. A copy of all not permitted to be given to Lessor hereunder shall bsconcurrentty transmitted to such party or parties at such addresses as Lessor r time hereafter designate by notice to Lessee. 24. Waivers. No waiver by Lessor or any provision hereof shall be deemed a waiver of any other provision hereof or of any subse Lessee Of the same or any other provision. Lessor's consent 10% or approval of any act. shall not be deemed lo render unnecessary Lessor's consent to or approval of any subsequent act by Lessee. The acceptance of rent hereunder by Lessor shall not be a waiver c breach by Lessee of any provision hereof, other than the failure 01 Lessee to pay the particular rent So accepted, regardless Of LeS of such preceding breach at the time of acceptance of such rent. 25. Aecordlng. Either Lessor or Lessee shall, upon request of the other, execute. acknowledge and deliver to the olher memorandum of this Lease for recording purposes. iga ions' options and rights of first refusal. if - IS Lease sha-am0 further e 27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulaf remedies at law or in equity. 211. Coren8nts and Condltlong. Each provision of this Lease performable by Lessee shall be deemed both a covenant and a 1 29. Blndlng Effect; Cholce of Law. Subject !o any provisions hereof restricting assignment or subletting by Lessee and subject of Paragraph 17. this Lease shall bind the parties. their personal representatives. successors and assigns. This Lease shall be govf of the State wherein the Premises are located. 30. Subordlnatlon. (a) This Lease. at Lessor's oplion, shall be subordinate to any ground lease, mortgage. deed of trust. or any other r Security now or hereafter placed upon the real property of which the Premises are a part and lo any and all advances made On thf and to all renewals, modifications. consolidations. replacements and extensions thereof. Nolwithstanding such subordination. quiet possession of the Premises shall not be disturbed II Lessee is not in default and so long 8s Lesseeshall pay the rent and obsi all of the provisions of this Lease. unless this Lease is Otherwise terminated pursuant to its terms. If any mortgagee. trustee Or 9'' elect lo have this Lease prior to the lien of its mortgage. deed of trust or ground lease, and shall give written notice thereof to LeSSef be deemed prior to such mortgage. deed of trust, or ground lease. whether this Lease is dated prior or subsequent to (he date of Sail of trus! or ground lease or'the date 01 recording thereof. (b) Lessee agrees to execute any documents required to effectuate an attornment. a subordination or to make this Leas Of any mortgage. deed of trust or ground lease, as the Case may be. Lessee's failure to execute such documents within 10 days afte shall constitute a material default by Lessee hereunder. or, at Lessor's option, Lessor shall execute such documents on behalf Of Li attorney-in-fact. Lessee does hereby make. constitute and irrevocably appoint Lessor as Lessee's attorney-in-fact and in Lessee'. slead. to execute such documents in accordance with this paragraph 30(b). 31. A!torncy'r Fees. If either party or the broker named herein brings an action to enforce the terms hereof or declare righl prevailing party in any such action, on trial or appeal, shall be entitled to his reasonable attorney's fees to be paid by the losing Pal court. The provisions of this paragraph shall inure to the benefit of the broker named herein who seeks to enforce a right here! 32. Lessor's Access. Lessor and Lessor's agents shalt have the right to enter the Premises at reasonable times for the Purpose same. showing the same to prospective purchasers, lenders. or lessees. and making such alterations. repairs, improvements 0 Premises or to Ihe building of which they are a part as Lessor may deem necessav or desirable. Lessor may at any time ptacl Premises any ordinary "For Sale" signs and Lessor may at any time during the last 120 days of the term hereof place on or about ordinary "For Lease" signs, all withoul rebale of rent or liability to Lessee. 33. Auctions. Lessee shall not conduct. nor permit to be conducted. either voluntarily or involuntarily. any auction upon the first having obtained Lessor's prior written consent. Notwithstanding anything to the contrary in this Lease, Lessor Shall nc exercise any standard of reasonableness in determining whether to grant such consent. 34. Slgnr. Lessee shall not place any sign upon the Premises without Lessor's prior written consenl excepl that Lessee shi without the prior permission of Lessor to place ordinary and usual for rent or sublet signs thereon. 35. Merger. The voluntary or other surrender of {his Lease by Lessee. or a mutual cancellation thereof. or a termination byLeSS0 merger. and shall. at the option of Lessor, terminate all or any existing subtenanciesor may, at the option of Lessor. operate as Lessor of any or all of such subtenancies. 36. Consenls. Except for paragraph 33 hereof, wherever in this Lease the consent Of one party is required to an act of the other P; shall not be unreasonably withheld. 37. Guarantor. In the even1 that there is a guarantor of this Lease. said guarantor shall have the Same obligations 83 Lessee 1 38. QtddDOcs8oslcn. Upon Lessee paying the rent for the Premises and observing and performing all Of the covenants prOViSiOnS On Lessee's part to be observed and performed hereunder. Lessee shall have quiet pOssesSlon of the PfemlSeS +or the I subject to 811 of the provisions of this Lease. The individuals executing this Lease on behalf of Lessor reP,reSent and,warrant (0 Le fully authorized and legally capable of executing this Lease on behalf of Lessor and that such eXeCUtlOn it binding Upon all C ownership interest in the Premises. . ,(,I - '- *e .. 4 .. lnltfr GROSS -5- IBIT E TO AGREEMENT I- I If i- r renew this Lease has been so exercised. , . 40. Mulllple Tenant Bulldlng. In Phe event that the Premises are part of alarger building or group of buildings then Lessee by. keep and observe all reasonable rules and regulations which Leasor may make from time to time for the managei CleanlineSS of the building and grounds. the parking of vePicles and the preservation of good order therein as well as for ti- occupants and tenants 01 the building. The violations of any Such rules and regulations shall be deemed a material breach l 41. Security Measures. Lessee hereby acknowledges that the rental payable to Lessor hereunder does not include the1 other security measures. and that Lessor shall have no obligation whatsoever lo providesame. Lessee assumes all respons of Lessee. its agenl9 and invitees from acts of third parries. 42. EaSemtnlS. Lessor reserves to itself the right. from timeto time. to grant such easements. rights and dedications that L or desirable. and to cause therecordation of Parcel Maps and restrictions. so long as such easements. rights. dedications. h not unreasonably interfere with the use of the Premises by Lessee. Lessee shall sign any of the aforementioned documents and failure to do so shall constitute a material breach of this Lease. 43. Performance Under Prolest. If at any time a dispute shall arise as to any amounl or sum of money to be paid by one par provisions hereof, (he party against whom the obligalion lo pay the money is asserted shall have the right to make paymi such payment shall not be regarded asavoluntary payment, and there shall survwe the right on the part of said party to inst such sum. If it shall be adjudged that there was no legal obligation on the part of said party to pay such sum or any part the entitled to recover such sum or so much thereof as it was not legally required lo pay under the provisions of this Lease. 44. Autharlty. If Lessee is a corporation. trust. or general or limited partnership oach individual executing this Lease 4 representsand warrants that heorsheisdulyaulhorizedto execute and rYeliverthisLeaseonbehalfof saidentity If Lessee partnership. Lessee shall, within thirty (30) days after execution of this Lsase. deliver to Lcssor evidence Of such authorit! 45. Conlllcl. Any conflict between [he printed provisions of this Lease and the typewritten or handwrilten provisions St typewrilten or handwritten provisions. 46. Addendum. Attached hereto is an addendum or addenda containing paragraphs part of this Lease. 47 - through - 48 LESSOR AND LESSEE HAVE CAREFULLY REA0 AND REVIEWED THIS LEASE AND EACH TERM AN0 PROVISION AND. EY EXECUTION OF THIS LEASE. SHOW THEIR INFORMED AN0 VOLUNTARY CONSENT THERETO. THE PAP THAT. AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE A INTENT AN0 PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR NO REPRESENTATION OR RECOMMENOATION IS MAOE BY THE AMERICAN INOUSTRIAL REAL ESTATE AS 6Y THE REAL ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY. LEGAL E CONSEOUENCES OF THIS LEASE OR THE TRANSACTION RELATING THERETO; THE PARTIES SHALL REL‘ THE ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES Tho prrtler hereto have executed Ihh Corre at the plrco on the dit Executed at r/454 4S8M & on J&?T&-&&Z /s- /jyy Address /ac) Eh .4”L/E. BY Mfi YQR / C7ARcmd. c;.p Fw/ “LESSOR” (Corporate se Executed at on Address ”LESSEE’ (Corporate sf For these forms Writ9 of call lhe American Industrial Real Estate Association. 345 South Figueroa St. M-1. Lor Angelea cb (213) 687-8777 Safety Center Lease) EXHIBIT E TO AGREEME P 6 i- I 1. $ LEASE ADDENDUM '. 47. Notwithstanding anything else contained in this Leas the contrary, Lessee shall have the right to termina Lease at any time by giving thirty (30) days prior w notice to Lessor. In the event of such termination, and all other sums payable by Lessee under the terms this Lease shall be prorated as of the date of such termination, and any amounts owed by Lessor to Lesse Lessee to Lessor shall be due and payable thirty (30 following the date of such termination. 48. Lessee shall not have the right to hold over after t of the ten (10) year term of this Lease unless Lesse delivers to the City, within one hundred eighty (180 prior to the end of said term, written notice that i desires to continue this Lease on a month-to-month b Fair Market Rental Value together with a one-time on sum payable as consideration for extension of this L a rnonth-to-month basis in an amount equal to two percent (2%) of the sum of rent paid by Lessor to Le pursuant to the terms hereof during the ten (10) yea For purposes of paragraph 48, "Fair Market Rent Value" shall be determined, as follows: (i) At least 180 days prior t:o the date t years after commencement of this Lease ("Tenth Anniv Date"), Lessee and Lessor shall attempt to reach agr as to the Fair Market Rental Value. (ii) In the event that Lessee and Lessor a unable to agree upon a Fair Market Rental Value witk period,'then no later than the 150th day prior to Te Anniversary Date, Lessee and Lessor shall jointly at to agree on the appointment of a real estate apprais is a member of the American Institute of Real Estate Appraisers or any successor thereto (or in the event American Institute or Society of Real Estate Apprais any successor shall not then be in existence, a disinterested real estate appraiser having appropriz qualifications to appraise commercial real estate as forth immediately below), with at least ten (10) ye; professional experience in Southern California in appraising land and improvements similar to the lea2 premises. All appraisers selected pursuant to the provisions hereof shall be impartial and unrelated, directly or indirectly, so far as employment of sen is concerned, to any of the parties hereto, or their 0 I XHIBIT E TO AGREEMEN' ,v I <t 1 4, @ .- (* ' >' successors. The cost of the services performed by SU( appraiser shall be borne equally by the parties. The single appraiser jointly appointed by the parties sha: determine the "Fair Market Rental Value" in the mannel hzrein specified and shall render his or her appraisa: within one hundred twenty (120) days after said appral has been selected. (iii) Failing the joint action within the tir specified in (b) above, Lessee and Lessor shall each c an additional fifteen (15) days, separately at its OWI designate any appraiser meeting the qualifications st, in paragraph (ii) above. If two appraisers are appoii and they concur on the Fair Market Rental Value, the i Market Rental Value determined by them shall be the F Market Rental Value. If the appraisers do not concur the difference between the respective higher and lowe determinations of Fair Market Rental Value is an amou less than ten percent (10%) of the amount, of the high! determination of the Fair Market Rental Value, the me average of the two determinations shall be the Fair M respective appraisals within one hundred twenty (120) after they have been selected. (W If the difference between the two dete minations exceeds the amount specified above, the two appraisers shall jointly select a third appraiser mee the qualifications set forth in paragraph (ii) above, if they are unable to agree on a third appraiser eith the parties to this Lease, by giving fifteen (15) day notice to the other party, may apply to the presiding of the Superior Court of San Diego County to select a appraiser who meets the qualifications set: forth in paragraph (ii) above. The third appraiser:, however selected, shall be a person who has not acted in any capacity for either party, Within fifteen (15) days the date of the selection of the third appraiser, all appraisers shall meet and the first two appraisers sh present to the third appraiser all of their findings, and conclusions as to the Fair Market Rental Value. third appraiser shall review all such findings, data conclusions, and shall determine which of the two appraisers' respective determinations is the more reasonable determination. The third appraiser shall permitted to make any other independent determination Fair Market Rental Value. The appraiser's determinat found by the third appraiser to be the most reasonabl determination shall be the Fair Market Rental Value. third appraiser's conclusion shall be reached within , Rental Value. The two appraisers shall render their 3764r/ 0 .. ( h ~XHIBIT E TO AGREEMEN I *- -1 I, , c,: L a =* C hundred twenty (120) days from the se1ec:tion of the t, appraiser. The expenses related to the selection and services of the third appraiser shall be shared equal the District and the City. (VI In the event that the final determinat Fair Market Rental Value occurs after the Tenth Annivc Date, the Fair Market Rental Value, as determined sha nonetheless commence concurrently with the first day ( Lease term following the expiration of the initial te! year term. 3764r/ 0 - L c r *'Lor t L'LVC r