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HomeMy WebLinkAbout1989-07-25; City Council; 10154; LEASE OF STORAGE SPACE FOR LIBRARY MATERIALSa 9 8 II= CL 2 .. z 0 - t; 4 5 4 z 3 0 0 bll WF bAHL3DAU - AUtNU - A8#.- TITLE: DEPT. CITY I LEASE OF STORAGE SPACE FOR MTG. DEPT.PCH FOR LIBRARY MATERIALS CITY ! 7/25/89 RECOMMENDED ACTION: Staff recommends Council adopt Resolution NO.^%-^$‘ approving a lease for storage space for librar materials. ITEM EXPLANATION: The library has a need to store up to 30,000 items tha will be acquired prior to the opening of the new librar in 1992. In order to protect these materials over a lor: period of time, the space must be climate controlled easily accessible and reasonable in cost. Staff surveyed the Palomar Business Park area and four rentals for the required space range from $.76 to $1.2 a sq ft. Based on location, availability and cost, tk. staff is recommending leasing 2,060 sq ft. of space i the Palomar 46 development located at 2075 Corte c Nogal, Suite Q. The cost to lease this space is $.76 sq ft (gross). Monthly costs the first year are $1,565 for a total of $18,780 a year. Each remaining year c the lease calls for a 5% increase in the monthly rent Year two costs will be $1,594 monthly ($19,128 annual11 and year three costs $1,690 per month ($20,280 annually) FISCAL IMPACT: Thirty-six thousand seven hundred ninety - two dollar ($36,792) have been appropriated for the lease of climat controlled storage space and for shelving in the 1989-5 Purchasing Department's Account No. 001-820-1410-235C The cost of the lease during the remainder of 1989-5 will be $17,215 (Security deposit of $1,565 and tc months rent @ $1,565). The remaining $19,577 of tk appropriated amount will be used to purchase shelvir that is compatible with the present Library shelving. EXHIBITS : 1. Lease Agreement - Exhibit I1At1 2. Resolution No. E$ *,1$' 7 * 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 23 22 24 a e RESOLUTION N0.89-257 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING A LEASE AGREEMENT BETWEEN THE CITY OF CARLSBAD AND PALOMAR 46. BE IT RESOLVED by the City Council of the City of Carlsbad, as follows: 1. That a certain agreement between the City of Carlsbad and Palomar 46, a copy of which is attached heretc marked Exhibit "A and incorporated herein by reference, is hereby approved. 2. That the Mayor of the City of Carlsbad is herebl authorized and directed to execute a lease, a copy of whick is attached hereto marked Exhibit I1At1 for and on behalf of thc City of Carlsbad. PASSED, APPROVED AND ADOPTED by the City Council of thc City of Carlsbad at a regular meeting held on the 25thday oj July , 1989, by the following vote, to wit: ,I AYES: Council Members Lewis, Kulchin, Pettine, Mamaux NOES: None ABSENT: None I :i 1 261 j &kGL?- R -?e- 27 1 28 Aletha L, Rautenkranz, City Cleyk (Seal) 0 0 Southern California Chapter of the Society of Industrial and Office Realtors,@ hc. INDUS"RUL REAL ESTATE LEASE (IKUU'I-TENANT FACILITY) 9 ARTICLE ONE: BASIC TERMS Thin Article One contains the Basic Terms of thin Laam between the Landlord md Tenant named 1 Other Mlcleo, Secttono and Paragraphs of the Leere referred to in thir Mcle One =plain and define the Termr and am to be reed in conjunction with the Boric Tanrrr. Section 1.01. Dote of Lsaee: June 22 9 1989 Section 1.02. Lnndlopl (include legal entity): Pa1omar 46 \ Adhear of kndlord: 5411 Avenida Encinas, Suite 120 Cdsbad. CA 92008 Section 1.03. 'bnant (lnclude legal entity): City of Carlsbad Address of Tenant: 71175 Cnrte Del Noeal. Suite 0 Carlsbad, CA 92008 Section 1.04. Property: The Property is pprt of kndlord'r multi-tanant rsol property development I 81 Palomar 46 and described or deplcted In Exhlbit "K' (the "Project"). The Project Lncluder the land. the buildings and al' improvements located on the land, and the common arena described in Paragraph 4.05(e). The Property is m Noga 1 Carlsbad. CA 92008 ipain oF September 1, 198' Y- -, 199? or ruch other date 88 is specified in this Lease, and.. Section 1.05. Section 1.00. Permitted Uceo: (See Article Five) Municipal Gove~-t-me*t Purposes Lease lhn:- , - 3 g on *. Section 1.07. 'IBnant's Guarantor: (If none, ao atate) N/A Landlord's Broker; N /A Tenant'a Bmhr: Kent Moore, Grubb & Ellis Section 1,0& Broken: (See Article Fourteen) (If nana. u rlrtej Section 1.09. COmmiPnion Payable to Londlord'a Bmkm (See Mcle Fourteen) S As *greed Section 1.10. hitid Security Depcmit: [see Section 3.03) s 1 8 565 000 Section 1.11. Vehicle Perking Spaces Allocated to 'hunt: (See Section 4.05) As Available Section 1.12. Rent and Other Charges Payable by IbnPnt: (a) ~~s~m:One Thousand Five Hundred Sixty-Five no/100 ***** per month for the first month, aa provided in Sectlon 3.01, and ahall be increased Q first day of the - monthlrl efter the Commencement bte, _1 - (ii) Dollara ($ 1y565*0( 12 (seb Sectlon 8.05) 0 Section 1.15. Riden: The following Riders are rttached to and made a part of thir Lease: [lf none, w) Sections 15,16,17,18,19 * LEASE TERM: The term of this lease is for a period of three (3) years commenci September 1, 1989 or, upon Tenants receipt of a document certifying L\ t Tenan improvements have been completed and ready for occupancy. three (3) years from the date of commencement. The leas sh )I e ($$2& @ 19B8 Southern Coilfornia Chapter 1 Inltidr of the Soclety of Indurtrld md Offlcr RbJtM,. Inc. q (Multi-Tonmt G- Farm) f* BASE RENT: Tf the first day of the Lease Term shall not be the first day of the month, the rent for the portion of the first and last calender n"-Iths Of the term shall be appropiately prorated. e 0 * ARTIaTWO: LGASETERM Section 2.01. Isam of Property For bane Term. Landlord 1-0 the Property to Tenant and Tanmt \ the Property fmm landlord for the Lease Term. The Lee- Term ir for the period stated in Section 1.05 abvi rhall beein and end on the dates specified in Section 1,05 above, unleso the beginning or end of the Lease To changed under MY provision of this Lease. The “Commencement Deb” shall be the date specified in Section above for the beginning of the Lease Term, unlw advanced or delayed under MY provision of this Lease. Section 2.02. Delay in Commencement. Landlord shall not be liable to Tenant if Landlord does not d8 possession of the Property to Tenant on the Commencement Date. Landlord’s non-delivery of the Property to T on that date ahall not affect this Lease or the obligations of Tenant undar this Lease except that the Commenct Date ehall be delayed until tandlmd delivers possession of the Pmperty to Tenant and the Lase em sh, extended for a period equal to the delay in delivery of posseseion of the Property to Tenant, plus the number 01 necessary to end the Le~e Term on the last day of a month. If Landlord does not deliver possession of the hope Tenant within sixty (60) days after the Commencement Date, Tenant may elect to cancel this Lease by giving w notice to Landlord within ten (10) days after the sixty (60) -day period ends. If Tenant gives such notice, the shall be cancelled and neither Landlord nor Tenant shall have MY further obligations to the other. If Tenant dol give au& notice, Tenant’s right to cancel the Lease shall expire and the Lease Term shall commence upa delivery of possession of the Property to Tenant. If delivery of poesession of the Property to Tenant is de Landlord and Tenant shall, upon such delivery, execute an amendment to this Lease setting forth the Commencement Date and expiration date of the hse. Failure to execute such amendment shall not affect the Chnmencement Date and axpiration date of the Lease. Section 2.03. Early Occupancy. If Tenant occupies the Property prior to the Commencement Date, Te occupancy of the Property shall be subject to all of the provisions of this Lease. Early occupancy of the Propert) not advance the expiration date of this Lease. Tenant shall pay Bw Rent and d other charges specified in this Section 2.04. Holding Over. Tenant shall vacate the Property upon the expiration or earlier terminau this Lease. Tenant ahall reimburse Landlord for and indemnify Landlord against all damages which Landlord i tarmination of the Lease and Landlord thereafter accepts rent from Tenant, Tenant’s occupancy of the Property be a “month-to-month” tenancy, subject to all of the tern of this Lease applicable to a month-to-month ter except that the Base Rent then in effect shall be increased by twenty-five percent (25%). ARTICLETHREE: BhSERENT Section 3.01. Time and Manner of Payment. Upon execution of this Lease, Tenant shall pay Land101 Base Rent in the amount stated in Paragraph 1.12(a) above for the first month of the Lease Term. On the first ( the second month of the Lease Term and each month thereafter, Tenant shall pay Landlord the Base Rent, in ad! without offset, deduction or prior demand. The Base Rent dull be payable at Landlord’s address or at such place 88 Landlord may designate in writing. far the early occupancy period. from Tenant’s delay in vacating the Property. If Tenant does not vacate the Property upon the expiration or e (a] The Base Rent (the “Comparison Base Rent”) in effect immediately before ea be increased by the percentage that the Index has increaeed from the date (the increase by a written statement which shall include the Lndex for applicable Rental Adjustment Dtite, the percentage’increaee bet lmmaaae Ln the Base Rent provided for in this Section 3.02 provided for In Paragraph 1.12(a). n Date, the Index f Tenant ahall pay Landlord th increase and Landlord’s noti f Labor Statistics or similar agency and which is most nearly equivalent nt Date. The substitute index shall be used to calculate the increase in tht (0 1888 Southern of tha Society California of Industrid Chapter 2 Initials .e and mice Reoltm,. Inc. q (Multi-Tana~t Grow Form) e a Section 3.03. Security Deposit hmppec (a) Upon the execution of this Lease, Tenant shall deporit with Landlord a caah Security ~eposit in the an ret forth in Section 1.10 above. Landlord may apply all or part of the Security Deposit to any unpaid rent or charges due from Tenant or to cure any other defaulte of Tenant. Lf Landlord uses any part of the Security ~e Tenant shall restorehe Security Deposit to its full amount within ten (10) days after Landlord’s written re Tenant’s failure to do eo shall be a material default under this Lsese. No interest shall be paid on the S@ Deposit. Landlord shall not be required to keep the Security Deposit separate from Its other accounts and nc rehtionship 1s created with respect to the Security Deposit. Section 3.04. Termination; Advance Payments. Upon termination of this Lease under Article , (Damage or Destruction), Article Eight (Condemnation) or any other termination not resulting from Tenant’s de and after Tenant has vacated the Property in the manner required by this Learn, Landlord shall refund or cre Tenant [or Tenant’s succeseo ) the unused portion of the Security Deposit, any advance rent or other ad to any time periods after termination of the Learn. ARTICLE FOUR: OTHER CHARGES PAYABLE BY TENANT payments made by Tenant to dan dlord, and any amounte paid for reel property taxes and other reserves which Section 4.02. Property Taxes. (a] Real Property Taxes. Landlord shall pay the "Barn Real Property Taxes” on the Tern. Base Real Property Taxes are real property taxes applicable to the Property 8s sho uses. Tenant shal the Base Real PK shall reimburse Tena Landlord’s statement showing the amount and computation of any real property taxes paid by Tenant covering any period of %usiness license fee. commercial rental tax, levy, charge against the Property; (ii) any tax on the Landlord’s right (b) Definition of “Real Property Tax,” “Reel i) any fee, license fee, licanel tax imposed by any taxing eutl of, rent or income from the Prc imposed upon this transaction or based u parately assessed, Landlord shall reasonably determine Tei ant under Paragraph 4.02(a) from the assessor’s worksheets or all pay such share to Landlord within fifteen (15) days after rece masonably available information. Landlord‘s written statement. F taxes charpd against trade fixtures, furnishings. equipment or any other per t. Tenant shall try to have personal property taxed separately from the Prop ‘9 ? @ 1@88 of Southern the Soclety California of Industrial Chapter 9 (Multi-Temt 3 Grow Pam) lnitiah e and Offlcn Realtom? Inc. 0 0 Lnsurance (wmetlmer known BO broad form comprehenrive general liability insurance] insuring Tenant ah liability for bodily injury, property damage (including loss of use of property) and personal injury arising o operation, w or &upancy of the Property. Tenant shall name Landlord as an additional insured under suc pertodic increase based upon inflation, incrwed liability awards, recommendation of Land insurance adviaere and other relevant factors. The liability insurance obtained by Tenant under thi and nhall not provide primary insurance. (b) Property and Rental Income Insurance. During the he Term, Land insurance covering loss of or damage to the Property in the full amount of ita replac perils (all risk), spti have the right to o and insurance prem. rat do or pennit anything to be done which invalidates any ruth (c) Payment of Premiums. (i) Landlord shall pay the “Base Premiums” for Paragraph 4.04(b). If the Property has been previously the lowest annual premium reasonabl ins~ranca for the Property M oi ’ Commencement Date. r (ii) Tenant shall pay Landlord the any, by which the insurance premiums for all poi insurance or percentage of ins the amount due from Tenant resulting from an which Tenant is required to maintoin under this Leaee shall inciude a provision w carrier to give Landlord not leu than thirty (30) days’ ,written notice prior to tion of such coverage. h ‘, r modified during the, Lease Term witl case Tenant shall reimburse Landlord fol statement that indicates the C06t of I City is self insured. @ 1oB8 of Southern the Society California of Induntrial Chapter 9 (Multi-Td 4 G- Fa) Initial8 ,& Md OffIUJ Rmltm.. Inc. -- e 0 Polky Rating” of A-12 or better. an set forth In the most current ieaue of “Best Tenant acknowledge the burance markets BIB rapidly changing and that in is unable to rnalntain the L~SU~MCX required und coverage which is customary and commercially business, BB that coverage may change from time to such innm,nce to protect hdlOrd’8 property or liability insurance which protect Landlord andJenant. surance, Landlord and Tenant shall Section 4.05. Common Areas; Use, Maintenance and Cortr. (a) Couunon Artaas. As used in this ha881 “Common hrsas” ahdl mean all areas within the Project whic available for the comrnon use of tenants of the Project and which nre not leased or held for the exclusive u Tenant or other tenants, including, but not limited to, parking areas, driveways, sidewalks, loading mas, a1 roads, corridors, landscaping and planted areas. Landlord, from time to time, may change the size, location, n and use of any of the Common Areas, convert Common area^ into leaseable areas. construct additional pa. facilities (including parking structures) in the Common has, and increase or decrease Common Area land u facilities. Tenant acknowledges that such activities may result in Inconvenience to Tenant. Such activities changes are permitted if they do not materially affect Tenant’s use of the Property. (b) Use of Common Areas. Tenant shall have the nonexclusive right (in common with other tenants ar others to whom Landlord has granted or may grant such rights) to use the Common Areas for the purposes intei subject to such reasonable rules and regulations M Landlord may establish from time to time. Tenant shall abic such rules and regulations and shall use its best effort to cause others who use the Common Areas with TeL express or implied permission to abide by Landlord’s rules and regulations. At any time, Landlord may closs Common Areas to perform any act% in the Common Areas as, in Landlord’s judgment, are desirable to improvc Project. Tenant shall not interfere with the rights of Landlord, other tenants or any other person entitled to UBI Common Areas. r (c) Specific Provision re: Vehicle Parking. Tenant shall be entitled to use the number of vehicle pa 8pacee /n the Project allocated to Tenant in Section 1.11 of the Lease without paying any additional rent. Ten parkfng shall not be reserved and shell be limited to vehicles no larger than standard size automobiles or pi utility vehicles. Tenant shall not cause large trucks or other large vehicles to be parked within the Project or o, adjacent public streets. Temporary parking of large delivery vehicles in the Project may be permitted by the rule1 regulations established by Landlord. Vehicles shall be parked only in striped parking spaces and not in drivel loading areas or other locations not specifically designated for perking. Handicapped spaces shall only be use those legally permitted to use them. If Tenant parks more vehicles in the parking area than the number set fori Section 1.11 of this Lease, such conduct shall be a material breach of this Lease. In addition to Landlord’s c remedies under the Laase, Tenant shall pay a daily charge determined by Landlord for each such additional vehic (dl M&~tenance of Common has. Landlord shall maintain the Common Areas in good order, cond 1 property taxes levied c of the Common Areas; mntr ine depreciation on persi property owned by Landlord wh leue payments paid by Landlord operation or maintenance 01 rc @ 1988 of Southern the Society Californie of Industrial Chapter 9 (Multi-Tend 5 G:mw Form) lnitialr E md Officn Rdton? hc. e 0 which Tenant is liable under Section 4.02 of Section 4.04 of the Lease, all maintenance and and all other Common Area costs Common Area costs shall be del Landlord. Landlord may adjust le under Section 6.04 of the Lt alendar year of the hse Term, Landlord shall deliver to Ten€ ly accepted accounting principles setting forth, in reasonable dc ndlord during the preceding calendar year and Tenant’s pro rata SI ges. Tenant’s failure to pay rent promptly may cause Landlord to incur unanticip costs. The exact amount of such costs are impractical or extremely difficult to ascertain. Such costs may include are not limited to, processing and accounting charges and late charges which may be imposed on Landlord by ground lease, mortgage or trust deed encumbering the Property. Therefore, if Landlord does not receive any payment within ten (10) days after it becomes due, Tenant shall pay Landlord B late charge equal to ten pes (10%) of the overdue amount. The pahies agree that such late charge represents a fair and reasonable estimate o cats Landlord will incur by remn of such late payment. rote permitted by law. Section 4.08. Impounds for Insurance perty Taxes. If requested by any grc pay any deficiency of funds in the impound accouc this Lease, Landlord may apply MY funds in the imp0 ARTICLE FIVE: USE OF PROPERTY 1.06 above. Section 5.01. Permitted USeO. Tenant may use the Property ody for the Permitted Usee set forth in Sec Section 5.02. Maqp,er of Urn. Tenant shall not cause or permit the Property to be used in way w. the rightr of tenanta of the Project, or which constitutes a nuioance or waste. Tenant shall obtain and pay fo prmits, including a Certificate of Occupancy, required for Tenant’s occupancy of the Property and shall prom take all actione necessary to comply with all applicable statutes, ordinances, rules, regulations, orders requirements regulating the uae by Tenant of the Property, including the Occupational Safety and Health Act. Section 5.03. Hazardous hlatenals. As used in thir Leaoe, the term “Hazardous Material” means flammable items, explosives, radioactive materials, hazardous or toxic substances. material or waste or re1 materials, including any substances defined as or included in the definition of “hdous substances”, “hazarc wauteo”, “hazardous materials” or “toxic substances” now or subsequently regulated dnder any applicable fed1 state or local laws or regulations, including without limitation petroleum-baed products, paints, solvents, 1 cyanide, DM’, printing inks, acids, pesticides, ammonia compounds and other chemical products, asbestos, P and similar compounds, and including any different producu and materials which are subsequently found to 1 adverse effecb on the environment or the health and oafety of pereons. Tenant shall not cause or permit Hazardous Material to be generated, produced, brought upon, wed, stored, bated OF ciiepsed of iwr about hperty by Tenant. its agents. employees. contractors, aub1ereees or lnviteea without the prior written consm Landlord. Landlord hall be entitled to take into account such other factors or facb as Landlord may reason detsrmlne to be relevant in determining whether to grant or withhold consent to Tenant’s proposed activity mpect to Hazardour Material. In no event, however, shall Landlord be required to consent to of MY rtorPge tankr on the Property. @ 188B Southam Callfornla Chapter 0 Initial1 conatitutes a violation of any law, ordinance, or governmental regulation or order, which annoys or Yr in rferes 1 E q (Multi-Tenant Grow Form) of the Society of Indurtrlal md Office Rerltonf Inc. a e - written consent. Tenant shall not conduct or pedt any auctionr or sheriffs des at the Property. Section 5,M, Signa ad AUC~~OIM. Tenant hall not place any eigne on the Property without landlord’ Section 5.05. Indemnity. Tenant shall Indemnify Landlord against and hold Landlord harmless from 81 all costs, claims or.liability arising fmm: (e) Tenant’s use of the Property; (b) the conduct of Tenant’s bush anything else done or permitted by Tenant to be done in or about the Property, includlng MY contamination Property or any other property resulting horn the presence or use of Hazardous Material caused or permit Tenant; (c) any breach or default in the performance of Tenant’s obligations under this Lease; (d) any misrepn tion or breach of warranty by Tenant under this Lease; or (el other acts or omissions of Tenant. Tenant shall ( Landlord against any such cost, claim or liability at Tenant’s expense with counsel reasonably acceptable to Lar Section 5,06, Landloh’8 ACCWM~ Landlord of tte agente may enter the Property at ell reasonable ti show the Property to potential wers, investors or tenants or other parties; to do any other act or to hspe conduct teste in order to monitor Tenant’s compliance with all applicable environmental laws and all laws govl the presence and uae of Hazardous Material; or for any other purpose Landlord deems necessary. Landlord aha Tenant prior notice of such entry, except in the case of an emergency. Landlord may place customary “For SE “For he” signs on the Property. Section 5.07. Quiet Pwession. If Tenant pays the rent and complies with all other terms of this Tenant may occupy and enjoy the Property for the full Leare Term, rubject to the provisions of this base. ARTICLE SIX: CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND ALTERATICINS Section 6.01. Existing Conditions. Tenant accepte the Property in its condition as of the execution Lease, subject to all recorded matters, laws, ordinances, and governmental regulations and orders. Except as prt herein, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any represenhition as condition of the Property or the suitability of the Property for Tenant’s intended use. Tenant representa and wa that Tenant has made its own inspection of and inquiry regarding the condition of the Property and is not relyi any representations of Landlord or any Broker with respect thereto. If Landlord or Landlord’s Broker hae provi Property Information Sheet or other Disclosure Statement regarding the Property, a copy ie attached 88 BI] e& the Lea!!ie. Section 6.02. Exemption of Landlord from Liability. Landlord shall not be liable for any damage or to the person. business (or any loss of income therefrom), goods, wares, merchandise or other propei-ty of TI Tenant’s employees, invitees, customers or any other person in or about the Property, whether such damage or L caused by or results from: (a) fire, steam. electricity, water, gaa or rain; (b) the breakage, leakage, obstruct aer defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures or any cause; (c) conditions arising in or about the Property or upon other portions of the Project, or from other soun places; or (d) any act or omission of any other tenant of the Project. Landlord shall not be liable for any such de or injury even though the cause of or the means of repairing such damage or injury are not accessible to Tenan provisions of this Section 6.02 shall not, however, exempt Landlord hm liability for Landlord’s gross neglige] willful misconduct. Section 6.03. Landlord’s Obligations. Subject to the provisions of Article Seven (Damage 01’ Destru and hrticle Eight (Condemnation), and except for damage caused by any act or omission of Tenanl, or Tei employees, agents, contractors or invitees, Landlord shall keep the foundation, rookand - a1 1 -’?-‘ Portia exterior walls of the improvements on the Property in good order, condition and repair. vgv%rf Landlord she be obligated to maintain or repair windows, doors, plate glass or the surfaces of &Is. lhdlord shall L Tenant of the need for such repairs. Tenant waives the benefit of any present or future law which might give T the right to repair the Property at Landlord’s expense or to terminate the Leere because of the coa.dltlon ( +: Air conditioner and heating systems. I obligated to make any repah under this Section 8’03 untll B reaeonable time after receipt of a written notice J+ww* \ I! <:>’: Structural an? non-structural. @ 1988 Southern California Chapter 7 Lnltlolr of the Society of industrial ~d Office Realtors? Inc. 9 (Muhi-Tetnmt Graw Po-) m 0 Section 6.04. Tenant's ObLigotiono. (a) kept M pmvided in Article Seven (Damage or Dertructionl and Article Eight (Condemnation), Tc rhall keep all portionr of the Propew any portion of be Prc order, condition and repalr ( or any system or equipment in the Property which Tenant ie obligated to repair cannot be fully repaired or res! Tenant shall promptly replace such portion of the Property or system or equipment in the Property, regtudlc whether the benefit of such replacement extends beyond the he Term; but if the benefit or usehi life of replacement extends beyond the Lease Term (as such term may be extended by exercise of any options), the I roof, foundation or structural portions of walls caused by Tenant’s acts or omissions. It is the intention of Lan and,Tenant that, at all times during the Lease Term, Tenant rholl maintain the Property in an attractive, first. Pnd fully operative condition. + (including windows, plateglass, interior wall sufaces, (b) Tenant shall fulfill all of Tenant’s obligations under this Section 6.04 at Tenant’s sole expense. If T fail0 to maintain, repair or replace the Property as required by this Section 6.04, Landlord may, upon ten (io) prior notice to Tenant (except that no notice shall be required Ln the case of an emergency), enter the Propert: perform such maintenance or repair (including replacement, M needed) on behalf of Tenant. In such case. T hall reimburse Landlord for all costa incurred in performing such maintenance or repair immediately upon den flocrs, flocr coverings an6 hot water heater) Section 6.05. Alteratioae, Additions, and Improvements. (a) Tenant shall not make any alterations, additions, or improvemenb to the Property without Landlord’s written coneent, except for non-structural alterations which do not exceed Ten Thousand Dollars ($io,ooo) ir cumulatively over the Lease Term and which are not visible from the outside of MY building of which the Prope p&. Landlord may mquire Tenant to provide demolition andor lien and completion bonds in form and an uitiafactory to Landlord. Tenant shall promptly remove any alterations, additions, or improvements construct violation of this Peagraph 6.05(a) upon Landlord’s written request. All alterations, additions, and improver shall be done in a good and workmanlike manner, in conformity with all applicable laws and regulations, and contractor approved by Landlord. Upon completion of any such work, Tenant shall provide Landlord with “as t plans, copier of all construction contracts, and proof of payment for all labor and materials, (b) Tenant shall pay when due all claims for labor and materiel furnished to the Property. Tenant shall Landlord at leaet twenty (20) days’ prior written notice of the commencement of any work on the Property, regar of whether Landlord’s consent to such work is required. Landlard may elect to record and post notic aon-reeponsllbility on the Property. Section 6.06. Condition upon Termination. Upon the termination of the Lease, Tenant shall surrende Property to Landlord, broom clean and in the same condition as received except for ordinary wear and tear H Tenant was not otherwirre obligated to remedy under any provision of thh Lease. However, Tenant shall nl obligated to repair any damage which Landlord is required to repair under Article Seven (Damage or Destructioi addition. Landlord may require Tenant to remove any alterations, additions or improvements (whether or not I with Landlord’s consent) prior to the expiration of the Lease and to restore the Property to its prior condition, Tenant’s expense. All alterations, additions and improvements which Landlord has not required Tenant to rei shall become Landlord’s property and shall be surrendered to Landlord upon the expiration or earlier terminatii the ke, except that Tenant may remove any of Tenant’s machinery or equipment which can be removed wil material damage to the Property. Tenant shall repair, at Tenant’s expense, any damage to the Property caused b removal of any such machinery or equipment. In no event, however, shall Tenant remove any of the follo materials or equipment (which shall be deemed Landlord‘s property) without Landlord’s prior written consent power wiring or power panels; lighting or lighting fixtures; wall coverings; drapes, blinds or other win coverings; carpets or other floor coverings; heaters, air conditioners or any other heating or air conditio equipment; fencing or security gates; or other similar building operatixq equipment and decorations. ARTICLE SEVEN: DAMAGE OR DESTRUCI?ON Section 7.01. Partial Damage to Property. I (a) Tenant shall notify Landlord in writing immediately upon the wcmence of an damage to the Proper such damage or lesi than fifty percent (50%) of Tenant’s operations are materially impaired) and if the proc received by Landlord from the insurance policies described in Paragraph 4,04(b) are sufficient to pay foi necessary repairs, thie Lease ahell remain in effect and Landlord shall repair the damage as soon as reasol porsible. Landlord may elect (but is not required) to repair any damage to Tenant’s fixtures, equipmen the Property io only partially damaged [Le., less than fifty percent (50%) of the Property “r s untenantable as a rest improvements, @ 1888 Southern of the Society California of Industrial Chapter 9 (MuIti-Taant 8 Gtosr Form) Initials ,e urd office RMlttM,. h. 5 e (b) If the insurance proceeds received by Landlord an, not sufficient to pay the entire cost of rep&, or cause of the damage is not covered by the insurance policies which Landlord maintains under Paragraph 4 Landlord may elect either to [i) repairhe damage as .soon M reemonably possible, in which case this Leael remain in full force and efllect, or (iil terminate this Lease an of the date the damage occurred. Landlord shall Tenant within thirty (30) days after receipt of notice of the Occurrence of the damage whether Landlord elf repair the damage or terminate the Lease. If Landlord electa to repair the damage-"' end, if the damage was due to an act or omm 3he difference between the actual cost of repa any insurance proceeds received by Landlord. If Lendlord elecb to terminate this base, Tenant may e continue this Lease in full force and effect, in which case Tenant shall repair any damage to the Property CLI building in which the Property is located. Tenant shall pay the cost of such repam, except that upon satisi completion of such repairsi, Landlord shall deliver to Tenant any insurance proceeds received by Landlord damage repaired by Tenant. Tenant shall give Landlord written notice of such election within ten (IO) day receiving Landlord's termination notice. * Tenant shall pay (c) If the damage to the Property occurs during the laat rix (8) months of the Leese Term and such dame€ require more than thirty (30) bays to repair, either Landlord or Tenant may elect to terminate this Lease as of th the damage occurred, regardless of the sufficiency of any ineurance proceeds. The party electing to temina ha shall give written noltification to the other pnrty of such eldon within thirty (30) days after Tenant's no Landlord of the occurrence of the damage. Section 7.02. Substcantid or Total Destruction. If the Property is substantially or totally destroyed 1 Cause whatsoever regardless of whl Lease shall- 4, ,* .. the Property at Landlord's sole expense, except that if the destruction was caused by an act or omission of 7 Tenant shall pay Landlord the difference between the actual cost of rebuilding and any insurance proceeds re by Landlord. Section 7.03. Temporary Reduction of Rent. If the Property is m damaged and Landlc Tenant repairs or restores the Property pursuant to the provlsions of this IC e even, any rent payable duri period of such damage, repair andlor restoration shall be reduced according to the degree, if any, to which Te use of the Property is impaired. However, the reduction shall not exceed the sum of one year's payment of Base -, Tenant shall not be entitled to any compensation, reduction, or reimburaemenl Landlord as a result of any damage, destruction, repair, or metoration of or to the Property. Except for d and desfruction caused b Section 7.04. Waiver. $enant waives &e proteaon of any statute. code-or juchal $ecislon which gr tenant the right to terminate a lease in the event of the substantla1 or total destruction of the leased property. 1 agrees that the provisions of Section 7.02 above shall govern the rights and obligations of Landlord and Tenant event of any substantial or total destruction to the Property. ARTICLE EIGHT: CONDEMNATION If all or MY portion of the Property is taken under the power of eminent domain or sold under the threat c power [all of which are called "Condemnation"), this Lease shall terminate M to the part taken or sold on the de condemning authority takes title or possession, whichever occurs first. If more than twenty percent (20%) of the area of the building in which the Property is located, or which ie located on the Property, is taken, either Land11 Tenant may terminate this Lease as of the date the condemning authority takes title or possession. by deli! written notice to the other within ten (10) days after receipt of written notice of such taking (or in the absence o notice, within ten (10) dayis after the condemning authority takes title or possession). If neither Landlord nor 7 terminates this Lease, this Lease shall remain in effect aa to the portion of the Property not taken, except that thc Condemnation award or payment shall be distributed in the following order: (a) first, to MY ground lessor, mod or beneficiary under a deed of trust encumbering the Property, the amount of its interest in the Property: (b1 m to Tenant, only the amount of any award specifically designated for loss of or damage to Tenant's trade fixtu removable personal property; and (c) third, to Landlord, the remainder of such award,; whether as compensab reduction in the value of die leasehold, the taking of the fee, or otherwise. If this Lease,is not terminated, h ahall repair any damage to the Property caused by the Condemnation, except that Landlord shall not be obligs repair any damage for which Tenant has been reimbursed by the condemning authority. If the severance da received by Landlord are not sufficient to pay for such repair, Landlord shall have the right to either termha Leau, or & such repair at Landlord's expense. V-!rm-j. Except for such poreible reduction in Base Rent, - the Landlo d in repair nq or rostorlng th pro erty. Rent and Additional Rent shall be reduced in proportion to the reduction in the floor area of the Property @ 1988 Southern California Chapter 8 Initialr &F of the Society of Induetrid and Office Realtors? hc. 9 (hfulti-Tenant Grms Fom) 0 e ’ ARTICLE “E: l’LSs1G”T AND SUBLETTING Section 9.01. hdbd.8 c0-t Required. NO partion of the Property or of Tenarrt’s interest in this nuy be acquirsd by MY other pemn or entity. whether by do, arslgnment, mortgage. sublease, transfer, ope of kw, 01 act of Tenant, without Landlord’s prior written consent, except M provided in Section 9.02 ’ ladlord hr the right to grant or withhold its consent BB provided in Section 9.05 below. Any attempted tr without cosleent shall be void and shall constitute a noncurable breach of thM he. If Tenant is a partnershi cumulative trPMfer of more than twenty piercent (20%) of the partnerhip interests shall require Landlord’s co If’lhant is a CofPOfB~One anY b8e in the OwQenhip Of 8 COptrO~~ htereet of he voting ebck of &e carpa Section 9.02. Tenant Af€iliate. Tenant may assign thin Lsare or sublease the Property, without ~anc conrent, to any corporation which controls, is controlled by or is under common control with Tenant, Or ’ corporation resulting from the merger of or consolidation with Tenant (“Tenant’s Affiliate”). In such m rhrll req& Landord’a consapt. Taprpt’r Mlhts rhall assume in writing all of Tenant’e obligatione under this Lease. Section 9.03. No Belepse of Tenant. No transfer permitted by this Article Nine, whether with or w Landlord’r consent, shall release Tenant or change Tenant’s primary liability to pay the rent and to perform all obligations of Tenant under this Lease. Landlord’s acceptance of rent from any other person is not 8 waiver I provbion of this Article Nine. Consent to one transfer la not a consent to any subsequent transfer. If Te twrsferm defaults under this Lease, Landlord may proceed directly against Tenant without pursuing rec againot the transferee. Landlord may consctnt to subsequent arsignmenta or modifications of this Lease by Te transferee, without notifying Tenant or obtaining its conoent. Such action shall not relieve Tenant’s liability thb he. Section 9.04. Offer to Terminate. Lf Tenant desirea to assign the Lease or sublease the Property, 7 shall have the right to offer, In writing. to terminate the be QI of a date specifled In the offer. If Landlord el€ writing to accept the offer to terminate within twenty (20) days after notice of the offer, the Leaee shall terminat, the date specified and all the terms and provisions of the Leaee governing termination shall apply. If hdlorr not 90 elect, the Lease shall continue in e.ffect until otherwh terminated and the provisions of Section 9.0: rsrpect to MY prop& transfer shall coniinue to apply. Section 8.05. Landlord’s Consent. (a) Tenant’s request for consent to MY transfer described in Section 9.01 shall set forth in writing the deb the proposed transfer. including the name, businesn and financial condition of the prospective transferee, finr detaile of the proposed transfer (e.g., the term of and the rent and security deposit payable under MY pro1 usignment or sublease), and any other information Landlord deema relevant. Landlord shall have the riE withhold consent, if reasonable, or to grant. consent, based on the following factors: (i) the business of the pro] ahignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation c proposed assignee or subtenant; (iii) Tenant’s compliance with all of its obligations under the Lease; and (iv) other factors as Landlord may reasonably deem relevant. If Landlord objecb to a proposed assignment solely bel of the net worth andlor financial reputation of the proposed assignee, Tenant may nonetheless sublease (bu assign), all or a portion of the Property to the prop& transferee, but only on the other brine of the pro1 transfer. subtenant to Landlord directly. The “Profit” mans (A) all amounte p sublease, tncludlng “key” money, monthly rent in exc~88 of the month1 fees and other consideration paid for the assignment expenses before Tenant is obligated to I of leea than all the Property is the rent a space as a percentage on a square footage be a written statement certifying all ampunb to be paid from ete, true and correct. Landlord’s receipt of Landlord’s Share shall not be a cor bletting. The breach of Tenant’r obligation under thie Paragraph 9.05(b) shall Section 9.06. No Merger. No mergetr shall result from Tenant’s sublease of the Property under this AI Nine. Tanant’r surrender of this Lease or the termination of thk Lease in any other manner. In any such e1 Landlord may terminate any or all subtenancies or succeed to the Lutareat of Tenant 8p sublandlord under -x rubtanancier. (b 1988 Southern Califomin Chapter 10 Initiala q (Multi-TeEIMt Grou Form) of the Society of lnduatrlal Mli office RMiton,. Loco - . . 0 e ARTICLE TEN: DEFAULTS; REMEDlEs Section 10.01. Covenants and Condilions. Tenant’s performance of each of Tenah’s obligatiom ude~ Leue Ir a condttlon ar well u IB covenant. Tenant’s right to continue in possession of the Property is condiu upon ouch performance. Time L of the essence In the performance of all covenants and conditions. Section 10.02. Defadta Tenant shall be in material default under this Lease: (a) If Tenant abandons the Property or if Tenant’r vacation of the Property results in the cancellation 01 (b) If Tenant fails to pay rent or any other charge when due;. (c) Lf Tenant fails to perform any of Tenant’s non-monetary obligations under this Lease for a period of I (30) days after written notice from Landlord; provided that if more than thirty (30) days are required to complete performance, Tenant shall not be in default if Tenant commences such performance within the thirty (30) -day p and thereafter diligently pursues its completion. However, Landlord shall not be required to give such not Tenant’s failure to perform c nstitutes a non-curable breach of this Lease. The notice required by this Paragra lntended to aatiafy any and a P 1 notice requirernents imposed by law on Hndlord and is not in addition to any requirement. (d) (i) If Tenant makes a general assignment or general arrangement for the benefit of creditors; (ii) if a pei for adjudication of bankruptcy or for reorganization or rearrangement is filed by or against Tenant and ir dismissed within thirty (30) days; (iii) if a trustee or receiver Is appointed to take possession of substantially I Tenant’s asseta located at the Property or of Tenant’s interest in this Lease and possession is not restored to Tc within thirty (30) days; or (iv) if substantially all of Tenant’s assets located at the Property or of Tenant’s inten this Lease is subjected to attachment, execution or other judicial seizure which is not discharged within thirt) days. If a court of competent jurisdiction determines that any of the acta described in this subparagraph (d) is default under this Lease, and a trustee is appointed to take possession (or if Tenant remains a debtor in posses and such trustee or Tenant transfers Tenant’s interest hereunder, then Landlord shall receive, as Additional Ren excess, if any, of the rent (or any other consideration) paid in connection with such assignment or sublease ovt rent payable by Tenant under this Lease. (e) If any guarantor of the Lease revokes or otherwise terminates, or purports to revoke or otherwise termi any guaranty of all or any portion of Tenant’s obligation8 under the Lease. Unless otherwise expressly provide guaranty of the Lease is revocable. insurance described in Section 4.04; Section 10,03, Remedies. On the occrmence of any material default by Tenant, Landlord may, et any tipreafter. with or without notice or demand and without limiting Landlord In the exercise of MY right or mi which Landlord may have: terminate and Tenant shall hediately surrender possession of the Property to Landlord. In such event, Lanc shalt be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant’s default, includir the worth at the time of the award of the unp(aid Base Rent, Additlonal Rent and other charges which Landlord earned at the time of the termination; (ii) the worth at the time of the award of the amount by which the unpaid Rent,“Additional Rent and other charges which Landlord would have earned after terminhion until the time a award exceeds the amount of such rental loss that Tenant prover Landlord could have reasonably avoided; (iii worth at the time of the award of the amount by which the unpaid Base Rent, Additional Rent and other chi which Tenant would have paid for the balance of the Lease term after the time of award exceeds the amount of rental loss that Tenant proves Landlord could have reasonably avoided; and (iv) MY other amount necesaa compenaate Landlord for all the detriment proximately caused by Tenant’s failure to pirform its obligations u the Lease or which in the ordinary course of tlnings would be likely to result therefrom, including, but not lirnitf any costs or expenses Landlord incurs in m.aintaining or preserving the Property after such default, the co recovering possession of the Property, expenses of reletting, including necessary renovation or alteration o Property, Landlord’s reasonable attorneys’ feces incurred In connection therewith, and any real estate commim paid or payable. Aa used in subparts (i) and (ii) above, the “worth at the time of the award” is computed by ello maximum lawful rate. Aa used in subpart (iii) above, the “worth at the time of the award” is compute discounting such amount at the discount rate of the Federal Reserve Bank of Sen Francisco at the time of the ai plur one percent (1%). If Tenant has abandoned the Pmperty, Landlord shall have the option of (i) retr powasion of the Property and recovering from Tenant the amount specified in tbio Paragraph 10.03(a), o proceeding under Paragraph lO.O3(b); (b) Maintain Tenant’s right to possession, in which me this Lease shall continue in effect whether 0; Tenvt has abandoned the Property. In such went, Landlord rhall be entitled to enforce all of Landlord’s righb rvtmedies under thio b~e, including &e right to recover the rent ao-it becomes due; (c) Pursue any other remedy now or hereafter available to hdlord under the laws or judicial decieionn c otate in which the Property is located. (a) Terminate Tenant’s right to possessicm of the Property by any lawful means, in which case this Lease interest on unpaid amounts at the rate of fifteen percent (15%) per annum. or such lesser amount as may then b f 0 1888 of Southern the Society CBlifornia of Industrial Cheptttr 11 lnitielr & md office Realton,. Inc. q (Multi-Texunt Graw Form) .. 0 e Section 10.04. Repayment of “Free” Rent. If this tease provides for a postponement of MY monthly payments, a period of ”free” rent or other rent concession. such postponed rent or “free” rent is called the “A Rant”. Tenant shall be credited with having paid all of the Abated Rent on the expiration of the Lease Term o Tenant has fully, faithfully, and punctually performed all of Tenant’s obligations hereunder, including the pa! of all rent (other than the Abated Rent) and all other monetary obligations and the surrender of be Property physical condition required by this Lease. Tenant acknowledges that ita right to receive credit for he Abated R absolutely conditioned upon Tenant’s full, faithful and punctual performance of its obligations under his La Tenant defaults and does not cure within eny applicable grace period, the Abated Rent shall immediately bc due and payable in full and this Lease shall be enforced an if there were no such rent abatement or othe concession, In such ~880 Abated Rent tihall be calculated based on the full initial rent payable under his L Section 10.05. Automatic Termination. Notwithstanding any other term or provision hereof to the con the Lease shall terminate on the occurrence of any act which affirms the Landlord’s intention to terminate the BB provided in Section 10.03 hereof, including the filing of an unlawful detainer action against Tenant. On termination, Landlord’8 damages for default shall include all costa and fees, including reasonable attorneys’ fee Landlord incurs in connection with the filing, commencement, pursuing andlor defending of MY action i bankruptcy court or other court with respect to the Lease; the obtaining of relief from any stay in barb restraining any action to evict Tenant; or the pursuing of any action with respect to Landlord’s right to possess the Property. All such damages suffered (apart from Base Rent and other rent payable hereunder) shall coni pecuniary damages which must be reimbursed to Landlsrd prior to assumption of the Lease by Tenant c succaswr to Tenant in any bankruptcy or other proceeding. Section 10.06. Cumulative Remedies. Landlord’s exarch of any right or remedy shall not prevent i exercising any other right or remedy. ARTICLE ELEVEN: PROTECIlON OF LENDERS deed of trust or mortgage encumbering the Property, any advances rnede on the eecurity thereof and any rent Section 11.01. Subordination. Landlord shall have the right to subordinate this Lease to any ground modifications. consolidations. replacements or extensionr, thereof, whenever made or recorded. Tenant cooperate with Landlord and any lender which is acquiring a security interest in the Property or the Lease. T ahall execute such further documents and assurances as such lender may require, provided that Tenant’s obligi under thio Lease shall not be increased in any material way (the performance of ministerial acts shall not be de material), and Tenant shall not be deprived of its rights under this Lease. Tenant’s right to quiet possession Property during the Lease Term shall not be disturbed if Tenant pays the rent and performs all of Tei obligations under this Lease and is not otherwise in default. If any ground leeeor, beneficiary or mortgagee elf have this Lease prior to the lien of its ground lease, deed of trust or mortgage and gives written notice her Tenant, this Lease shall be deernod prior to such ground lease, deed of trust or mortgage whether this Lease is piror or subsequent to the date of said ground lease, deed of but or mortgage or the date of recording there Section 11.02. Attornment. If Landlord’s interest in the Property is acquired by any ground lessor, eficiary under a deed of trurrt. mortgagee, or purchaser at a foreclosure sale, Tenant shall attorn to the transferee successor to Landlord’s interest in the Property and recognize such transferee or successor as Landlord unde Lease. Tenant waives the protection of any statute or rule of law which gives or purports to give Tenant any ril terminate this Lease or surrender possession of the Property upon the transfer of Landlord’s interest. Section 11.03. Signing of Documents. Tenant shall sign and deliver any instrument or documents necc or appropriate to evidence any such attornment or subordination or agreement to do so. If Tenant fails to I within ten [lo] day8 after written request, Tenant hereby makes. constitutes and irrevocably appoints Landlo. any transferee or successor of Landlord, the attorney-in-fact of Tenant to execute and deliver any such instrumt document. Section 11.04. Eotoppel Certificates. (a) Upon Landlord’s written request, Tenant shall execute, acknowledge and deliver to Landlord a w statement certifying: (I) that none of the terms or provieionr of this hee have been changed (or if they have changed, stating how they have been changed); (ii) that this Leare haa not been cancelled or terminated; (iii) thl date of payment of the Base Rent and other charges and the time period covered by such payment; (iv) that Lan la not in default under this Lease (or, if Landlord is claimed to be in default, stating why); and (v) such representationrr or information with respect to Tenant or the Lease M Landlord may reerronably request or whicl prospective purchaser or encumbrancer of the Property may require. Tenant ahall deliver such sbtement to Lan within ten (10) days after Landlord’s request. Landlord may give any such statement by Tenant to any prospf purchaser or encumbrancer of the Property. Such purcharer or encumbrancer may rbly conclusively upon rtatement a# true and correct. (b] If Tenant does not deliver such statement to Landlord within such ten (10) -day period, Landlord, an prospective purchaser or encumbrancer, may conclusively preoume and rely upon the following facts: [i) thr tanx~ and provisions of this Lease have not been dunged except BI otherwise represented by Landlord; (ii) the month‘s Base Rent or other charges have been paid in advance; and (iv) that Landlord is not in default undc Isaoe. In ruch event, Tenant shall be estopped from denying the truth of such facta. he has not been cancelled or terminated except aa otherwiae represented by Lendlord; (iii) that not more tha ,& @ lQB8 Southern California Chapter 12 lnitidr of tbe Soclety of Industrial 9 md office Rsrltors,. Inc. (Mdti-Ternt Gr~r Fo-) . a 0 Section 11.05. Tenant’s Financial Condition. Within ten (lo) days after written request from Land1 Tenant shall deliver to Landlord such financial statementa as Landlord reasonably requires IO verify tile net wort Tenant or MY assignee, subtenant, or guarantor of Tenant. In addition, Tenant shall deliver to any lender design by Landlord any financial statements required by such lender to facilitate the financing or refinancing gf Property, Tenant represents and warrants to Landlord that each such finaricial statement is a true and acct statement M of the date of such statement. All financial statements shall be confidential and shall be used oni: the purposes set forth in this Lease. ARTICLE TWELVE: LEGAL COSTS Legal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, party (the “Defaulting Party”) shall reimburse the other party (the “Nondefaulting Party”) upon demand for any 1 or expenrres that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting 1 under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthcrinore. if any actioi breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the par whose favor a judgment is entered, a reasonable sum as attorneys’ fees and costs. The losing party in such ac from all costs, expenses, demands and Liability Landlord may incur if Landlord becomes or is made a party to claim or action [a) instituted by Tenant against MY third party, or by MY third party against Tenant, or by or agi any person holding MY interest under or using the Property by license of or agreement with Tenant; (b foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arisinl of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landli interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States C ea amended. Tenant shall defend Landlord against any such claim or action at Tenant’s expense with cot reaeonably acceptable to Landlord or, at Landlord’s election, Tenant shall reimburse Landlord for any legal fe coots Landlord incurs in any such claim or action. Section 12.02. Landlord’s Consent. Tenant shall pay Landlord’s reasonable attorneys’ fees incurre connection with Tenant’s request for Landlord’s consent under Article Nine (Assignment and Subletting), ( connection with any other act which Tenant proposes to do and which requires Landlord’s consent. ARTICLE THIRTEEN: MISCELLANEOUS PROVISIONS Section 13.01. Non-Discrimination. Tenant promises, and it is a condition to tho continuance of this LC that there will be no discrimination against, or segregation of, any person or group of persons on the basis of I color, sex, creed, national origin or ancestry in the leasins, subleesing, transferriq, occupancy, tenure or use 01 Section 12.01 shall pay such attorneys’ fees and costs, Tenant shall also indemnify Landlord against and hold Landlord ha^ property or any portion thereof. Section 13.02. Landlord’s Liability; Certain Duties. (a) As used in this Lease, the term “Landlord” means only the current owner or owners of the fee titlo tc Property or Project or the leasehold estate under a ground lease of the Property or Project at the time in ques Each Landlord is obligated to perform the obligations of Landlord under this Lease only durirtg the time Landlord owns such interest or title. Any Landlord who transfers its title or interest is relieved of all liability respect to the obligations of Landlord under this Lease to be performed on or after the date of transfer. However, Landlord shall deliver to its transferee all funds that Tenant previously paid if such funds have not yet been apk under the terms of this Lease. (b) Tenant shall give written notice of any failure by Landlord to perform any of its obligations under this Ll to Landlord and to any ground lessor, mortgagee or beneficiary under any deed of trust encumbering the Prop whose name and address have been furnished to Tenant in writing. Landlord shall not be in default under this LI unless Landlord (or such ground lessor, mortgagee or beneficiary) fails to cure such non-performence within tt (30) days after receipt of Tenant’s notice. However, if such non-performance reasonably requires more than thirty days to cure, Landlord shall not be in default if such cure ie commenced within such thirty (30) -day period thereafter diligently pursued to completion. (c) Notwithstanding any term or provision herein to the contrary, the liability of Landlord for the perform4 of its duties and obligations undor this Lease is limited to Landlord’s interest in the Property and the Project. neither the Landlord nor its partners, shareholders, officers or other principals shall have any personal liability UI this Lease. \ Section 13.03. Severability. A determination by a court of competent jurisdictibn that my provision of Lease or any part thereof is illegul or unenforceable shall not cancel or invalidate the remainder of such provisic this Lease, which shall remain in full force and effect. Interpretution. The captions of the Articles or Sections of this Lease are to assist the partif reading this Lease and are not a part of the terms or provisions of this Lease. Whenever required by the context of he, the singular shall include the plural and the plural shall include the singular. The masculine, feminine neuter genders shall each include the other. In any provision relating to the conduct, acts or omissions of Tenant term “Tenant” shall include Tenant’s agents, employees, contractors, invitees, successors or Property with Tenant’s expresscd or implied permission. J i Section 13.04. hers usin H 0 1988 Southern California Chapter 13 iniliais of the Society of Industrial and Office Realtors? Inc. q (Multi-Tenant Grosr Form) 0 Section 13.05. Incorpor&on of Prior AgrsemenU Modificationr. This Lease in the only agrw between the partler pertaining to the lease of the Property and no other agreemente are effective. All amendme thLa Lease shall be in writing and signed by all partier. Any other attempted amendment ahall be void, Section 13.06. Notiam. All notices required or permitted under this lase shall be in writing and sh personally delivered or sent by certified mail, return receipt requested, postage prepaid. Notices to Tenant sb delivered to the address specified in Section 1.03 above, except that upon Tenant’s t&ng poeaealion of he pr0 the Pmperty shall be Tenant’s address for notice purposes. Notices to Landlord shall be delivered to the a(r specified in Section 1.02 above. All notices shall be effective upon delivery. Either party may change its I address upon written notice to the other party. Section 13.07. Waivers. All waivers must be in writing and signed by the waiving party. Landlord’s fail enforce any provision of this Lease or its acceptance of rent shall not be a waiver and shall not prevent Landlord enforcing that provision or any other provision of this Lease in the future. No statement on a payment check Tenant or in a letter accompanying a payment check shall be binding on Landlord. Landlord may, with or WI notice to Tenant, negotiate such check without being bound to the conditione of such statement. Section 13.08. No Redordation. Tenant shall not record this base without prior written consent landlord. However, either Landlord or Tenant may require that a “Short Form” memorandum of this Lease exE by both partlee be recorded. The party requiring such recording rhall pay all transfer taxes and recording fe Section 13.09. Binding Effect; Choice of Law. This Lease binds any party who legally acquires any rig intereat In this Lease from Landlord or Tenant. However, Landlord shall have no obligation to Tenant’s SUCI dear the rights or interests of Tenant’s succe88or are acqulred in accordance with the terms of this he. Thc of the rtate in which the Property ia located shall govern thia hse. Section 13.10. Corporate Authority; P-ership Authority. If Tenant i~ a corporation, each F bind8 the corporation. Within thirty (30) days after thie Lease Is signed, Tenant shall dellver to Landlord a cei copy of a resolution of Tenant’s Board of Directors authorizing the execution of this Lease or other evidence 01 authority reasonably acceptable to Landlord. If Tenant is a partnership, each person or entity signing this he Tenant represents and warrants that he or it is a general partner of the partnership, that he or it has full authoi sign for the partnership and that this Lease binds the partnership and all general partners of the partnership. ‘I shall give written notice to Landlord of MY general partner’r withdrawal or addition. Within thirty (30) day! this Lease is signed, Tenant shall deliver to Landlord a copy of Tenant’s recorded statement of partnerah certificate of limited partnership. Section 13.11. Joint nnd Several Liabillty. All partles signing this Lease as Tenant shall be jointl! severally liable for all obligations of Tenant. Section 13.12. Force Majeure. If Landlord cannot perform any of its obligations due to events h Landlord’s control, the time provided for performing such obligations shall be extended by a period of time eql the duration of such events. Events beyond Landlord’s control Include, but are not limited to, acts of God, war commotion, labor disputes, strikes, fire, flood or other casualty, shortages of labor or material, government regu’ or mstriction and weather conditions. Section 13.13. Execution of Leaae. This Lease may be executed in counterparts and, when all count1 he to Tenant shall not be deemed to be an offer to lease and shall not be binding upon either party until exm and delivered by both parties. Section 13.14. SUrVivd. All representations and wananties of Landlord and Tenant shall swivc termination of this Lease. ARTICLE FOURTEEN: BROKERS I rlgnlng this Lease on behalf of Tenant represents and warrantr that he hu full authority to do sb and that this ? documents ue executed, the counterparta shall constitute a ringle blndinl instrument. Landlord’s delivery o above, Landlord’s Broker shall pay M appropriate p agreement between Landlord’s Broker and Ten obligation on Landlord to pay a commiasion n to Tenant’s Broker if BO provided il ch action shall be entitled to reasonable attorney fixed by the court in iuch action. This Paragraph @ 1988 Southern California Chepter of the Society of Industrid and offlu, Redton? hc. 0 0 0 Landlord excluoively; or 0 both Landlord and Tenant. ADDITIONAL PROVISIONS MAY BE SET FORTH Pi A RIDER OR RLDERS A?TACHED HE~O OR BLANK SPACE BELOW. IF NO ADDITIONAL PROVlSONS AR8 INSERTED, PLEASE DRAW A LPIE ~OUI SPACE BELOW. - - - -------c- 15. EARLY TERMINATION The term of this lease is contingent upon appropriation of funds by the c In the event funding is not available this lease may be cancelled, Lessee the right to terminate said lease anytime after completion of one (1) year by first giving ninety (90) days prior written notice to the Lessor on or July 31, 1990. Landlord and Tenont have rlgnd thlr L.WLW at the pb .ad on the dater rpecified adjacent to their ril blow and hove Loltlelled ell Riden which are rtt~ched b or incorporated by reference In thir Leare. "LANDLORD" Signed on , 19- Palomar 46 et By: William H. Adair 1b: Executive Vice President c r By: Itr: "TENANT" Signed OD 9- City of Carlsbad at d/ /9m B~: Claude "Bud" Lewis ~tr: Mayor of Carlsbad 62%- / L 1 By: * It@: IN ANy REAL ESTATE TRANSACI'ION, IT IS RECOMMENDED TH" you bNsULT rn A F SIONAL, SUCH AS A CIVIL ENGINEER, INDUSTRlAL HYCIENlST OR OTHER pwN WITH ExPERIE EVALUATING THE CONDITION OF THE PROPERTY, INCLUDING THE POSSIBLE PREsENCJl OF ASB HAWRDOUS MATERlALs AND UNDERGROUND STORACE TANKS. THIS PRINTED FORM LEASE HAS BEEN DRAFI'ED BY LEGAL COUNSEL AT THE DIRECI'ION ( SOUTHERN CALIFORNIA CHAPTER OF THE SCXlETY OF INDUSTRIAL AND OFFICE REALTORS0 I: REPRESENTATION OR RECOMMENDATION IS MADE BY THE SOUTHERN WON CHAPTER ( soc[E;Ty OF INDUSTRLAL AND OFFICE REALTORS? INC., ITS LEGAL COUNSEL, THE REhL ESTATE BI NAMED HEREIN, OR THEXR EMPLOYEES OR AGENTS, AS TO THE LEGAL SUFFICIENCY, LEGAL EFF TAX CONSEQUENCES OF "li@ LEASE OR OF THIS TRANSACTION. LANDLORD RGTNN LSGAL COUNSEL TO ADVISE THEM ON SUCH MATERS AND SHO SUCH LEGAL COUNSEL. @ 1988 Southern Clllfornls Chapter 16 of the SacLty of Indurtrid 3 lod office RerlCM? lnc,, (MulU=Twt G- P-) r nu v I b 1U.h 0 0 Z‘I’A N D A R D LEAS E ATT AC 1 I M I.: N ‘I? FOR AC R E LA EN T 4 I < E PA I RS AN D/ n E P LA C EM E N T This Lcasc Attachment refers to that certain Lease dated 6-22-89 , by and bctwccn Palomar 46 dba as Les-or. and premises known as 2075 Carte Del Nogal, Suite Q Carlsbad, CA 92008 The following paragraphs are hereby incorporated into the aformentioncd Lease and made a part thereof: Paragraph 4 16 . OU’WTDE STOW . Lessee hereby grants .. permission to Lessor to tow away and store, at Lessee’s expense, all automobiles or motor vehices belonqinq to Lessee or,.its employees or customers, which remain in.the common parkinq area for more than 48 consecutive hours. No automobiles or motor vehicles shall be parked and loft unattended in any part of the COmmOn area Or ServiCc yard not stripad or designated for parkinq. ~essee shall not store in the parking, service or common area any materials, supplies, equipment or machincry outside the premises, whether in the open or in tanks, bin or other container devices, and shall not otherwise obstruct parking, service or common arcas. exterior wa Paraqraph t 18 . C[.P.SS. Lcssor shall rc[)lace, at thc expcnac? of thz Lessee, any and all plate and other ~~lass damaged or broken from any cause whatsoevcr in and about the leased Frcnises, or Les may, at its option, replacc such olass at its expense provic?cd Lessee receives approval from Lessor to perform this repair. -- LESSOR: Palomar 46 DBA: LE By : I’ Y W.H. ADAIR, EXEClJTIVk: VTPPESTDENT Mayor of Carlsbad I 8 v .. e 0 19 Provlrion No. EMISSIONS; STORAGE, USE AND DISPOSAL OF WASTE 1. Ernlrrionr. Tenon1 shall not: a. Permil any vehicle on Ihe premises lo emil exhausl which 18 in vwlalion of any governmenlal law, rule. regulaiion or reql b. Discharge, emil or permil IO be discharged or emilled. any liquid. solid or gaseous maller, or any combinalion there( almosphere, lhe ground or any body of waler. which mailer. as reasonably delerrnined by Lessor or any governmental enti may. pollule or conlaminale Ihe same, or is. or may become. radioaclive or does, or may, adversely allecl lhe (1) heallh l persons, wherever localed. whelher on Ihe premises or anywhere else. (2) condilion. use or enloymenl 01 lhe premises or an or personal properly. whelher on Ihe premises or anywhere else. or 13) premises or any 01 Ihe improvemenls lherelo or lherec buildings, loundalionr, pipes, ulilily lines. landscaping or parking areas; C. Produce. or permil 10 be produced. any mtenso glare. hgld or heal excepl wdhm an enclosed or screened area and lhen o manner lhal Ihe glare, lighl or heal shall no1 be discernible lrom Oulside Ihe premises, d. Create. or permil lo be crealed. any sound pressure level which will inlerlere wilh Ihe quiol enjoymen1 01 any real properly premise#. or which will Creale a nuisance or violale any governmenlal law. rule, regulalion or requirement. e. Cteate, or perm1 to be created. any ground vibralion lhal is discernible oulside Ihe premises. 1. Transmit. receive or permil lo be lransmillod or received. any eleclromagnelic. microwave or olher radialion which IS hazerdour lo any person 01 properly in, on or aboul Ihe premises, or anywhere else 2. Storago and Us.. a. Storage. Sublecl lo Ihe uses permilled and prohibiled lo Tenanl under lhis lease, Tenanl shall slore in appropriale leak proof all solid. liquid or gaseous mailer. or any combinalion Ihereol. which maller. 11 discharged or emilled inlo Ihe almosphere Ihl any body 01 waler, does or may (1) pollule or conlaminale lhe same. or (2) adversely allecl Ihe (I) heallh or salely 01 persons Ihe premises or anywhere else, (11) condilion. use or en(0yfflenlol Ihe premises or any real or personal properly, whelher on it1 or anywhere else, or (iii) premises or any ol Ihe improvemenls lherelo or lhereon b. Use In addilion. wilhoul Landlord’s prior wrillen consenl. Tenanl shall no1 use, slore or permil lo remain on Ihe premises any or gaseous maller which is. or may become, radioaclive II Landlord does give 11s consenl. Tenanl shall store Ihe material manner lhal no radioaclivily will be deleclable oulside adesignaled slorage area and Tenanl shall use Ihe malerials in such a r (1) no real or personal properly oulside Ihe designated slorage area shall become conlaminaled lhereby or (2) lhere are and premroes or any real of personal property thereon or lherein, or (m) premises or any 01 \he improvemenls lherelo or lher 4 ~ ’ adverse ellecls on Ihe (I) heallh or salely 01 persons, whelher on the premises or anywhere else, (11) condilion use or enjoy 3. Olrporal of Warlr. a. Reluse Disposal. Tenanl shall no1 keep any Irash. garbage, wasle or olher reluse on Ihe premises excepl in sanilary conlainel regularly and lrequenlly remove same lrom Ihe premises Tenanl shall keep all incineralors, conlainers or olher equipmenl L slorage or disposal 01 such malerials in a clean and sanilary cWIion. b. Sewage Disposal Tenanl shall properly disposo 01 all sanilary sewage and shall no1 use Ihe sewage disposal syslem [ I ) lor II 01 anylhing excepl sanilary sewage or (2) excoss 01 Ihe lesser 01 Ihe amounl (a) reasonably conlemplaled by (he uses perm lhis Lease or (b) permitted by any governmenlal enlily. Tenanl shall keep the sewage disposal syslem lree 01 all obslruclions i operaling condilion. c. DisposalolOfher Waste Tenanl shall properly dispose 01 all other wasle or olher maller delivered lo. slored upon localed upc used on, or removed Irom, Ihe prcinises in such a manner lhal is does nol. and will nol. adversely allecl lhe ( 1) heallh or salely wherever located, whelher on Ihe premisos or elsewhere, (2) condilion. use or enjoymen1 01 Ihe premises or any olher real I properly, wherever localed. whelher on Ihe preniises or anywhere else, or (3) premises or any 01 Ihe improvemenls lherelo including buildings, loundalions, pipes, ulilily lines, landscaping or parking areas 4. Complianco with Law Nolwilhslanding any olher provision in lhis Lease lo Ihe conlrary. Tenanl shall comply with all law ordinances, regulalions, rules and olher governmenlal requiremenls in complying wilh 11s obligalions under lhis lease, and ir relating lo Ihe storage. use and disposal 01 hazardous or loxic maller. 5. lndrmnificslion Tenant shall defend. indemnily and hold Landlord harmless lrom any loss. claim. Iiabilily or expense. includini leer and costs, arising oul 01 or in conneclion wilh ils lailure lo observe 01 comply with lhe provi,sions 01 lhis Lease I UNDL0RDc Palomar 46 TENANT: 4 @f Mayor of Carlsbad By: b85 e e I I1 111111 UIIIIIIUIIIIIIIIUIIIIII JJU s.r. Sultc I I c 1,032 6.f. 1,651 r,r, Suilr E 3,943 r.r, Sultc F 1,491 1.1. Sultr C - L 1.356 &.r. suite m I ,49 L s.r. SUk 0 I,UIS s.r. Suite P - W I,W s.r. Sultc N 4,718 r.f. I I I n II IIII I~UI II II II! suite x I,a42 r.f. c -- f -- -_ I Exhibit "A" Area leased is represented by the cross-hatched areas above The above referenced square footages are approxlmate rentdc measurements. &/ ----. ANT : CITY OF CARLSBAD 0 0 DUX: q6-17 T ADDRESS: 2075 Corte Del Nogal, Ste., Q, Cdrlsbad CA QUALITY AND/OR SIZE HEIGHT, LENGTH, ETC. 24: STANDARD IMPROVEMEVTS ONLY. STSDARD 3MPROVEMENTS PLUS THOSE SHOWN ON B2 AUD 83 xxx RTZTIONS 5 ILINGS : ORs: OOR COVERING: . ,UMBING: .GHTS:- . JITCXES : c \LL ELEC. OUTLETS: 10NE OUTLETS : IC. OR VENT FAN: /C HOOK-UP: ATER HEATER: NLESS OTHERWISE STATED, THE IMPROVEMENTS LISTED ABOVE WILL BE FINAL. NY ADDITIONS WILL BE PAID FOR BY TENANT. EXHIBIT R I Mp ROVEMEN TS &E L t SIGN WEST' BUILDLQS o )J. NAME,CITY OF CARLSBAD LIBRARY PROJ. NO: BID 0AT.E 5-22-89 TIME :ATION: 2075 COrte Del Nogal "Q" COMPLETION TIME: OCD uwu-.- 2nd F Ir : Other: NER: Gildred Development Company DRESS: 5411 Avenida Encinas Blvd. y: Carlsbad, CA 92008 NO. STORIES: SQ. FOOTAGE - 1st Flr: 805 Sq. f t . Site EXHiBIT B2 e 0 -3 ' I ! '1 11 I ' I ;! fizz* @ I I I I//. I1 " . e 9 SIGN CRITERIA 1. SIGN CRITERIA Thio criteria entabliehen the uniform policies for all Tenant oign indentificat ion within the PALOMAR AIRPORT BUSINESS PARK. This criteria hao been establiehed for the purpose of maintaining the overall appearance of oign installed that does not conform to the eign criteria, unless agreed upon by the Landlord, will be brought to conformity at the expense of the Tenant. the Park. Conformance will be otrictly enforced. Any A. General Requirements 1. A drawing of the eizm and shape of the approved oign iu attached. Lettering and inotallation ehall be paid for by the Tenant. 2. Landlord shall approve all copy and/or logo daoiqn orior to the inotallation of tho eign. 3. Landlord shall direct the placement of all tenant oigno and the method of sttachrrwnt to the building. 4. Tenant shall be responoible for the fulfillment of all requirements of this criteria. D. General Specifications 1. The sign's dimension0 ohell be 12- high by 4 feet wide. 2. Tenant ohall be allowod one oign regsrdleee of size of occupancy. 3. All sign lettering ehsll be white in color. 4, No electrical or audible oign'e shall be allowed. 5. Upon expiration of leaoe, tenant shall remove sign insert only. 6. Except as provided herein , no advertising placards, banners, pennants, nameo, insignia, trademarke, or other descriptive material shall be affixed or maintained upon any automated machine, glass panes of the building, landscaped areas, streets, or parking area8. No other color shall be a maximum of 4. in height. - Landlord' or Init ials Tanant'o Lze Xni ialo;, I I EXHIBIT "C" r*= .