HomeMy WebLinkAbout2001-10-23; City Council; 16398; Palomar #46-2075 Corte Del Nogal #Q Agreement. CITY OF CARLSBAD - AGENDA BILL /
AB# TITLE: 16 t 398 DEPT. HD.
APPROVAL OF LEASE AGREEMENT BETWEEN
MTG. lo-23-01 i THE CITY OF CARLSBAD AND PALOMAR #46
DEPT. ED FOR 2075 CORTE DEL NOGAL SUITE Q
RECOMMENDED ACTION:
Approve Resolution No.2001 -3d 1 authorizing the Mayor to execute the lease agreement for 2075
Corte De1 Nogal, Suite Q, between the City of Carlsbad and Palomar #46.
ITEM EXPLANATION:
Since 1989, the City of Carlsbad has leased 2060 square feet of office space at 2075 Corte De1 Nogal,
Suite Q from Palomar #46 to meet library storage needs. Since the original contract was executed,
Palomar #46 has renewed the lease agreement two times with the current lease due to expire on
October 3 1,200l.
In early 2003, construction of the City’s new Public Works Center should be complete. As a part of
that project, space will be allocated to accommodate the City’s storage needs, including those of the
library. Until space at the new Public Works Center is available, the City will continue to need a
library storage facility. The proposed lease agreement extension will provide storage space for the
City through October 2003.
Staff is recommending that the City Council execute the 2 year lease renewal.
FISCAL IMPACT:
The City currently rents the Corte De1 Nogal facility for $1545 or $0.75 per square foot, plus $103 per
month for CAM(Common Area Maintenance) charges. The new proposed lease rate will remain at
$1545 per month with an additional $144 per month for CAM charges from November 1, 2001
through October 3 1,2002. In the second and final year of the lease the lease rate will increase by 6%
to approximately $1648 per month plus $144 for CAM. The total cost of a two-year extension would
be $41,772. Staff has evaluated similar space in Carlsbad and determined that the proposed rent and
adjustment is consistent with market lease rates for the area.
Since the current lease does not expire until October 3 1,2001, funding for both the current lease and a
portion of new proposed lease was budgeted as a part of the Purchasing Department’s budget for
2001-2002. Funding for 2002-2003 will be requested during the upcoming 2002-2003 budget
process,
EXHIBITS:
1. Resolution No.- I 0 32 \of the City of Carlsbad, California, authorizing the Mayor to
execute the lease agreement between the City of Carlsbad and Pleta & San Gal Trust DBA
Palomar #46.
2. Lease Agreement for 2075 Corte De1 Nogal, Suite Q, Carlsbad, CA 92008.
.
t
1
t
d
1c
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
RESOLUTION NO. 2001-321
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, AUTHORIZING THE MAYOR
TO EXECUTE A LEASE AGREEMENT WITH PALOMAR
#46 FOR 2075 CORTE DEL NOGAL. SUITE Q.
WHEREAS, the City Council of the City of Carlsbad has determined that it is in
the best interest of the City to continue leasing space at 2075 Cotte Del Nogal, Suite Q,
through October 31, 2003, and.
WHEREAS, the City Council has further determined that it accepts the terms of
the lease presented by Palomar ##I6 for the two-year term.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Carlsbad, California as follows:
1. That the above recitations are true and correct.
2. That the Mayor is authorized to execute the lease agreement between the
City of Carlsbad and Palomar #46
PASSED, APPROVED, AND ADOPTED at a regular meeting of the City Council on the
23rd day of OCTOBER , 2001, by the following vote to wit:
AYES: Council Members Lewis, Kulchin, Finnila, Nygaard, Hall /
NOES: None
ABSENT: None /(g)&$f,,<,/
‘CLAUDE A. LEWIS
Mayor
l P 4 4:‘; ,T ), -
STANDARD INDUSTRIAL/COMMERCIAL zc31
MULTI-TENANT LEASE - GROSS
AMERlCAN INDUSTRIAL REAL ESTATE ASSOCIATION
1. Basic Provisions (“Basic Provisions”).
1.1 Parties: This Lease (‘Lease’). dated for reference purposes only _
andbetween PLETA & SAN GAL TRUST DBA: PALOMAR # 46
andCITY OF CARLSBAD
JULY 16, 2001 , is made by
(“Lessor-)
- -__ ~- --__~~- .~..-- (“Lessee”). (collectively the “Parties”, or individually a “Party”).
12(a) Premises: That certain portion of the Project (as defined below), including all improvements therein or to be provided by Lessor under
the terms of this Lease, commonly known by the street address of 2075 CORTE DEL NOGAL SUITE Q , located I” the
City of CARLSBAD .County of SAtl DIEGO
state of CALIFORNIA ,withzipcode 92 0 0 9 , as outlined on Exhlbrt 5 f, atlached hereto (‘Premises’)
andgenerallydescribedas(describebrieflythenatureofthePremises): APPROXIMATELY 2,060 SQUARE FEET OF-OFFICE AND
kJAREHOUSE SPACE.
In addition to Lessee’s nghts to use and occupy the Premises as hereinafter specified. Lessee shall have non-exclusive rights to the Common Areas (as
defined m Paragraph 2.7 below) as hereinafter specified. but shall not have any rights to the roof. exterior walls or utility raceways of the building contaming
the Premises (‘Building”) or to any other buildings ln the Project. The Premises, the Building. the Common Areas, the land upon which they are located,
along with all other buildings and improvements thereon, are herein collecbvely referred to as the “Project.” (See also Paragraph 2.)
1.2(b) Parking. 5 unreserved vehicle parking spaces (“Unreserved Parking Spaces’); and
1.3 Term: 2 years and 0 months (“Original Term”) commencing NOVEMBER 1, 2001
(‘Commencement Date”) and ending OCTOBER 3 1, 2003 (‘Expiration Date”). (See also Paragraph 3.)
1.4 Early Possession: _.__ ~~ (“Early Possession Date”). (See also Paragraphs 3.2 and 3.3.)
1.5 Base Rent: $ 154 5 .E per month (“Bare Rant’). payable on the 1ST day of each month
commencing NOVEMBER 1ST (See also Paragraph 4.)
0 If this box IS checked. there are provisions in this Lease for the Base Rent to be adjusted.
1.6 Lessee’s Shara of Common Area Operating Expenses: N/A percent ( N/A %) (“Lessee’s Share”).
1.7 Base Rent and Other Monies Paid Upon Execution:
(a) B==e Rent: $ .~. 1545..!0- fortheperiod ll/Ol/Ol TO 11/30/01 ~.~ .
(b) Common Area Operating Expenses: $ 1 4 4 . 00 for the period ll/Ol/Ol TO 11/30/01
Cc) Security Deposit: $ 15 65 . 0 0 ON HAND (“Becurlty Deposit”). (See also Paragraph 5.)
W Other: % for
(W Total Due Upon Execution of this Lease: $ 1689.00
1.8 AgreedUse: GENERAL OFFICE AND WAREHOUSE FOR MUNINCIPAL GOVERNMENT PURPOSES. .--- ____
(See also Paragraph 6.)
1.9 Insuring Party. Lessor is the “Insuring Party-. (See also Paragraph 8.)
1.10 Real Estate Brokers: (See also Paragraph 15.)
(a) Representation: The following real estate brokers (the “Brokers”) and brokerage relationships exist in this transaction (check
applicable boxes):
0 represents Lessor exclusively (“Lessor’s Broker”):
0 --__ represents Lessee exclusively (“Lessee’s Broker”); or
0 represents both Lessor and Lessee (“Dual Agency”).
(b) Payment to Brokers: Upon execubon and delivery of this Lease by both Parties. Lessor shall pay to the Brokers
the brokerage fee agreed to ln a separate written agreement (or if there is no such agreemenl. the sum of or -96 of me
1.11 Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by N/A
.- .. (“Guarantor’). (See also Paragraph 37.)
1.12 Addenda and Exhibits. Attached hereto is an Addendum or Addenda consisting of Paragraphs 50 through _ 5 5 and
Exhibits 56 through I’6 all of which constitute a part of this Lease.
2 Premises.
21 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term. at the rental. and upon all
of the terms. covenants and conditions set forth in this Lease. Unless otherwise pmvided herein. any statement of size set forth in this Lease, or that may
have been used in calculabng Rent. is an approximabon which the Parties agree is reasonable and any payments based thereon are not subject to revision
whether or not the actual size is more or less.
2.2 Condition. Lessor shall deliver that porkon of the Premises contained within the Building (“Unit”) to Lessee broom clean and free of
debris on the Commencement Date or the Early Possession Date, whlchever first occurs (“Start Date”), and. so long as the required service contracts
described in Paragraph 7.1(b) below are obtained by Lessee and in effect within thirty days following the Start Date, warrants that the existing electrical.
plumbing, fire sprinkler. kghbng. heating, ventitabng and air conditioning systems (‘HVAC’). loading doors, if any. and all other such elements in the Unit.
other than those constructed by Lessee. shall be in good operating condition oh said date and that the structural elements of the roof, bearing walls and
foundabon of the Unit shall be free of material defects. If a non-compliance with such warranty exists as of the Start Date, or if one of such systems or
elements should malfunction or fail within the appropriate warranty period. Lessor shall, as Lessor’s sole obligation with respect to such matter, except as
otherwise provided in this Lease. promptly after receipi of written nobce from Lessee setbng forth with specificity the nature and extent of such
non-compliance. malfunclion or failure. rectify same at Lessor’s expense. The warranty periods shall be as follows: (i) 6 months as to Ihe AC systems,
and (ii) 30 days as to the remaining systems and other elements of the Unit. If Lessee does not give Lessor the required notice yvitpl t e a
T&
!
,,,r
Inlba & ! 1 nitials
Page 1 of 13
0 1998 -American Industrial Real Estate Association REVISED FORM MTG-2-11198E
warranty period, correction of any such non-compliance. malfunctron or failure shall be the obligation Of Lessee at Lessee’s SOk COSt and eXPe%S (eXCepl IOr
the repairs to the fire sprinkler systems, roof, foundations. and/or bearing walls -see Paragraph 7).
2.3 Compliance. Lessor warrants tha! the improvements on the Premises and the Common Areas comply with the building codes that were
,n effect at the time that each such improvement, or portion thereof, was constructed. and also with all applicable laws, Covenants Or restnctions of record.
regulations, and ordinances in effect on the Start Date (“Applicable Requirements”). Said warranty does not apply to the use to which Lessee will put the
Premises or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a).) made or to be made by Lessee. NOTE: Lessee is responsible for
determining whether or not the zoning is appropriate for Lessee’s intended use. and acknowledges that past uses of the Premises may no longer
be allowad. If the Premises do not comply with said warranty. Lessor shall, except as otherwise provided, promptly after receipt of written nobce from
Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same at Lessor’s expense. If Lessee does not give Lessor
wntten notice of a non-compliance with this warranty wilhin 6 months following the Start Date. correction of that non-cnmpliice ?.halI be the ligation of
Lessee at Lessee’s sole cost and expense. If the Applicable Requirements are hereafter changed so as to require dunng the term of this Lease the
construction of an addition to or an alteration of the Unit, Premises and/or Building, the remediation of any Hazardous Substance, or the reinforcement or
other physical modification of the Unit, Premises and/or Building (“Capital Expenditure’), Lessor and Lessee shall allocate the cqstof such work as follows:
(a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the
Prkmises by Lessee as compared with uses by tenants in general. Lessee shall be fully responsible for the cost thereof, provided, however, that if such
Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months’ Base Rent, Lessee may instead terminate thls
Lease unless Lessor notifies Lessee, in writing. within 10 days afler receipt of Lessee’s termination nohce that Lessor has elected to pay the difference
between the actual cost thereof and the amount equal to 6 months’ Base Rent. If Lessee elects termination. Lessee shall immediately cease the use of the
Premises which requires such Capital Expenditure and delwer to Lessor written notice specifying a termination date at least 90 days thereafter. Such
termmation date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital
Expenditure.
(b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as. governmentally
mandated seismic modifications), then Lessor shall befullyresponsibicforthecostthereof. and4~ee+halCaltoaate-th+sbhgat8on4c+pay&+e
&3end+tw&s++Med.&f@&e+a&~hi~
~seFskalCha~het~~e~~~~~~s~~tf~~~~~l~~s~eti~~~~~thi~~~~
r~~&srlatl~o~*- wiw- pi+Expenditwe; If Lessordoes+ t&etest-t&rtinat+and fails to payforthe tender
iteshareef -oh Capital Expenditure. Lessee may advance such funds and deduct same. with Interest. from Rent until the-h?sm&+Wh costs
have been fully paid. If Lessee is unable lo finance thecapitalexpenditure Lessefsskare or if the balance of the Rent due and payable for the remainder
of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to termmate this Lease upon 30 days wntten notice to
Lessor.
(c) Notwithstanding the above. the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected,
and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use. change m
intensity of use, or modification to the Premises then, and in that event. Lessee shall be fully responsible for the cost thereof, and Lessee shall not have any
right to terminate this Lease.
2.4 Acknowledgements. Lessee acknowledges that: (a) it has been advised by Lessor and/or Brokers to satisfy itself with respect to the
condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems. security, environmental aspects, and compliance with
Applicable Requirements and the Americans wfh Disabilities Act), and their suitability for Lessee’s intended use, (b) Lessee has made such mvestigation as it
deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, and (c) neither
Lessor, Lessor’s agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this
Lease. In addition. Lessor acknowledges that: (i) Brokers have made no representations. promises or warranties concerning Lessee’s ability to honor the
Lease or suitability to occupy the Premises, and (ii) it is Lessor’s sole responsibility to investigate the financial capability and/or suitability of all proposed
tenants.
2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if tmmediately prior to
the Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work.
2.6 Vehicle Parking. Lessee shall be entitled to use the number of Unreserved Parking Spaces and Reserved Parking Spaces specified in
Paragraph 1.2(b) on those portions of the Common Areas designated from time to time by Lessor for parking. Lessee shall not use more parking spaces than
said number. Said parklng spaces shall be used for parking by vehicles no larger than full-size passenger automobiles or pick-up trucks, herein called
“Permitted Size Vehicles.” Lessor may regulate the loading and unloading of vehicles by adopting Rules and Regulations as provided I” Paragraph 2.9.
No vehicles other than Permitted Sze Vehicles may be parked in the Common Area without the pnor written pemxss!on of Lessor.
(a) Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee’s employees, suppliers. shlppers.
customers, contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such activities.
(b) Lessee shall not service or store any vehtcles in the Common Areas.
(Cl If Lessee permits or allows any of the prohibited activities described in this Paragraph 2.6, then Lessor shall have the right, without
notice. in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost
shall be immediately payable upon demand by Lessor.
2.7 Common Areas - Definition. The term “Common Areas” is defined as all areas and facilities outside the Premises and within the
exterior boundary line of the Project and interior utility raceways and instaltations within the Unit that are provided and designated by the Lessor from time to
time for fhe general non-exclusive use of Lessor, Lessee and other tenants of the Project and their respective employees, suppliers, shippers, customers,
contractors and invitees. including parkmg areas, loading and unloadmg areas, trash areas, roadways, walkways, driveways and landscaped areas.
2.8 Common Areas - Lessee’s Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers,
contractors, customers and invitees. during the term of this Lease, the non-excluswe right to use, in common with others entitled to such use, the Common
Areas as they exist from time to time, subject to any nghts. powers. and privileges reserved by Lessor under the terms hereof or under the terms of any rules
and regulations or restrictions governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed
to include the right to store any pmperty. temporarily or permanently. in the Common Areas. Any such storage shall be permitfed only by the prior written
consent of Lessor or Lessor’s designated agent, which consent may be revoked at any time. In the event that any unauthorized storage shall occur. then
Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove the property and charge the cost to
Lessee, which cost shall be immediately payable upon demand by Lessor.
2.9 Common Areas - Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and
management of the Common Areas and shall have the right, from time to time, to establish. modify, amend and enforce reasonable rules and regulabons
(“Rules and Regulations”) for the management, safety. care, and cleanliness of the grounds, the parking and unloading of vehicles and the preservation of
wd order. as well as for the convenience of other occupants or tenants of the Building and the Project and their inviteas. Lessee agrees to abide by and
conform to all such Rules and Regulahons. and to cause its employees, suppliers. shippers, customers, contractors and lnvitees to so ablde and conform.
Lessor shall not be responsible to Lessee for the non-compliance with said Rules and Regulattons by other tenants of the Project.
2.10 Common Areas -Changes. Lessor shall have the right, in Lessor’s sole discretion, from time to hme:
(a) To make changes to the Common Areas, including, without iimitabon. changes I” the location, we, shape and number of dnveways,
entrances. parking Spaces. parking areas, ioadmg and unloading areas, ingress, egress, direction of traffic, landscaped areas. walkways and utility raceways:
(b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains
available:
@) To designate other land outside the boundaries of the Project to be a part of the Common Areas;
Cd) To add additional buildings and improvements to the Common Areas:
(=) To use the Common Areas while engaged in making additional improvements. repairs or alterations to the Project, or any portion thereof:
and
(0 To do and perform such other acts and make such other changes in. to or with respect to the Common Areas and Project as Lessor may.
in the exercise of sound business judgment. deem to be appropriate.
3. Term.
3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified MI Paragraph 1.3
3.2 Early Possession. If Lessee totally or partially occupies the Premises prior to the Commencement Date. the obligation to pay Base
Rent shalt be abated for the period of such early possession. All other terms of this Lease (including but not limited to the obligations to pa Lessee’s Share
Of COmmOn Area Operating Expenses. Real Property Taxes and insurance premiums and to maintain the Premises) shall, however. be i
period. Any such early possession shall not affect the Expiration Date.
r&yFg such
i- ,” /
PageZof13
@ 1998 -American Industrial Real Estate Association REVISED FORM MTG-2-?IJ96E
3.3 Delay In Possession. Lessor agrees to use rts best commercially reasonable efforts to dekver possession Of the Premises to Lessee by
the Commencement Date. If. despite said efforts, Lessor is unable to dekver possession as agreed, Lessor shall not be subjecf to any Itability therefar. nor
shall such failure affect the validity of thus Lease. Lessee shall not. however, be obligated to pay Rent or perform its other obligations until it receives
possessron of the Premises. If possession is not dekvered within 60 days after the Commencement Date, Lessee may. at its optton. by nottce m wntmg
within 10 dava after the end of such 60 dav oenod. cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day period. Lessee’s tight to cancel shalt terminate. Except as otherwise provrded. if possession iS not
tendered to Lessee by the commcntement Start Date and Lessee does not terminate thts Lease, as aforesaid. any period of rent abatement that Lessee
would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enloyed
under the terms hereof. but minus any days of delay caused by the acts or omissions of Lessee. If possessron of the Premises is not delivered withrn 4
months after the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing.
3.4 Lessee Compliance. Lessor shall not be required to tender possesston of the Premises to Lessee until Lessee complies with Its
obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all Of its obligations
under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Less&s electron to withhold possession pending recerpt of
such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur
but Lessor may elect to withhold possession until such conditions are satisfied.
4. Rent.
4.1. Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed
to be rent (-Rent”).
4.2 Common Area Operating Expenses. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessee’s Share
(as specified in Paragraph 1.6.) of all Common Area Operating Expenses. as hereinafter defined, during each calendar year of the term of this Lease, in
accordance with the following provisions: 5ceParagraph50
----------(ii)
met-
K=esw~‘---‘--‘py l3+wwhn~taCinspestions.
4.3 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction
(except as specifically permitted in this Lease), on or before the day on which it is due. Rent for any period during the term hereof which is for less than one
full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated
herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then
due shall not be a waiver of Lessor’s rights to the balance of such Rent, regardless of Lessor’s endorsement of any check so stating. In the event that any
check. draft, or other rnstrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25.
5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee’s faithful performance of its
obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use. apply or retain all or any portion of said
Security Deposit for the payment of any amount due Lessor or to reimburse or compensate Lessor for any liabikty. expense. loss or damage which Lessor
may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall withtn 10 days after written request
therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease. If the Base Rent Increases during the
term of this Lease, Lessee shall. upon written request from Lessor, deposit additional monies with Lessor so that the total amount of the Security Deposit
shall at all bmes bear the same proportion to the increased Base Rent as the Initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be
amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or asstgnee. Lessor shall have the right to tncrease
the Secunty Deposit to the extent necessary. in Lessor’s reasonable judgment. to account for any increased wear and tear that the Premtses may suffer as a
result thereof. If a change in control of Lessee occurs durfng this Lease and following such change the financial condrtion of Lessee is, in Lessor’s
reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufftcient to cause the Security Deposit to be
at a commercially reasonable level based on such change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its
general accounts. Within 14 days after the expiration or termination of this Lease, if Lessor elects to apply the Security Deposit only to unpaid Rent, and
otherwise within 30 days after the Premises have been vacated pursuant to Paragraph 7.4(c) below. Lessor shall return that portion of the Security Deposit
not used or applied by Lessor. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to
be paid by Lessee under this Lease.
6. Use.
6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto
and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful. creates damage, waste or a nuisance, or that
disturbs occupants of or causes damage to neighboring premises or properties. Lessor shall not unreasonably withhold or delay its consent to any written
request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the improvements on
mechanical or electrical systems therein, and/or is not significantly more burdensome to the Premtses. If Lessor elects to withhold con
within 7 days after such request give written notification of same, which notice shall include an explanabon of Lessor’s objecbons to the
T In’
0 1996 -American Industrial Real Estate Association
Page3of13
REVISED FORM MTG-2-11198E
substance. or waste whose presence. use. manufacture. disposal, transportation. or release. either by itself or in combmation with other matenats expected to
be on the Premises, IS either: (i) potentially injwous to the public health, safety or welfare. the environment or the Premises, (il) regulated or momtored by any
governmental authority. or (III) a basis for potential liability of Lessor to any governmental agency or thrd party under any appltcable statute or common law
theory Hazardous Subslances shall Include. but not be limited to. hydrocarbons. petroleum, gasoline. and/or crude oil or any products. by-products or
fractrons thereof Lessee shall not engage in any actwity m or on the Premises whtch constitutes a Reportable Use of Hazardous Substances wthout the
express prior wntten consent of Lessor and twnely compi~ance (at Lessee’s expense) with all Applicable Reqwements -Reportable Use” shall mea” (I) the
mstallatton or use of any above or below ground storage tank. (ii) the generation, possesslo”. storage, use. transportation, or disposal of a Hazardous
Substance that reqwres a permit from, or with respect to which a report, nobce. registration or business plan is reqwed to be filed with, any governmental
authority. andfor (III) the presence at the Premrses of a Hazardous Substance wth respect to which any Appltcable Requwements ceqwes that a nottce be gwen to persons entenng or occupymg the Prenwes or neIghborIng properbes. Nohvithstandmg the foragomg. Lessee may usa any ordinary and customary
materials reasonably requred to be used m the normal course of the Agreed Use. so long as such use is m compliance wth all Applicable Reqwements. 1s
not a Repotiable Use. and does not expose the Premises or neIghboring property to any meaningful nsk of contammation or damage or expose Lessor to any
lrabrkty lherefor In addltlon. Lessor may condlbon its consent to any Reportable Use upon recewmg such addlllonal assurances as Lessor reasonably deems
necessary to protect itself. Ihe public. the Premises and/or the environment agamst damage, contammabon. mtury and/or Ilablkly. mcludmg. but not ltmlted to.
the mstallatlon (and removal on or before Lease expwatlon or termtnatlon) of protectwe modlficabons (such as concrete encasements) and/or wxeasmg the
Security Deposit
lb) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to belreve. that a Hazardous Substance has come to be
located m on. under or aboul the Premises, other than as previously consented to by Lessor. Lessee shall Immediately gwe written nokce of such fact to
Lessor. and provide Lessor with a copy of any report, notice, claim or other documentabon which it has concernmg the presence of such Hazardous
Substance
(Cl Lessee Remedialion. Lessee shall not cause or permit any Hazardous Substance to be spilled or released m. on, under. or
about the Premises (Including through the plumbing or sanitary sewer system) and shall promptly. at Lessee’s expense. take all investlgatoly and/or remadtal
action reasonably recommended, whether or not formally ordered or required. for the cleanup of any contammation of. and for the maintenance, secunty
and/or momtormg of the Premwas or neighboring properties, that was caused or materially contributed to by Lessee. or perlammg to or Involving any
Hazardous Substance brought onto the Premises during the term of this Lease. by or for Lessee, or any third party.
(d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees. lenders and ground lessor.
11 any. harmless from and agamst any and all loss of rents and/or damages, liabilibes. judgments. claims. expenses. penalties. and attorneys’ and consultants’
fees arfsmg out of or Involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third patty (provided, however. that Lessee shall
have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from areas outside of the
Twmlses+wjee+Lessee’s obligabons shall include. but not be limited to. the effects of any contamination or mjury to person. property or the environment
created or suffered by Lessee. and the cost of invesbgation. removal, remadiation. restoration and/or abatement, and shall survive the expiration or
terminahon of thus Lease. No terminahon. cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations
under this Lease with respect to Hazardous Substances. unless specifically so agreed by Lessor in writing at the time of such agreement
(e) Lessor Indemnification. Lessor and its successors and asslgns shall indemnify, defend, reimburse and hold Lessee, its
employees and lenders, harmless from and against any and all envwonmental damages, Including the cost of remedlatlon. which exisled as a result of
Hazardous Substances on the Premises prior to the Start Date or which are caused by the gfessnegligence or willful mtsconduct of Lessor. its agents or
employees. Lessor’s obligations. as and when required by the Applicable Requirements. shall include, but not be limited to. the cost of investlgabon. removal,
remediation. restoratIon and/or abatement, and shall survive the expiration or termination of this Lease.
(4 Investigations and Ramediations. Lessor shall retain the responsibility and pay for any investigations or remedlation
measures required by governmental entItles havmg lurisdiction with respect to the existence of Hazardous Substances on the Premises poor to the Start
Date. unless such remediabon measure is reqwed as a result 01 Lessee’s use (includmg “Alterations”, as defined m paragraph 7.3(a) below) of the Premises,
m which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such actwibes at the request of Lessor, Including allowmg
Lessor and Lessor’s agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor’s investigative and remadlal
responsibitittes.
(g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs dunng the term of this
Lease. unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable
Requtrements and this Lease shall contmue in full force and effect. but subject to Lessor’s rights under Paragraph 62(d) and Paragraph 13). Lessor may, at
Lessor’s optlon. either(i) investigate and remediate such Hazardous Substance Condition, if requred. as soon as reasonably possible at Lessor’s expense. in
which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to rem&ate such condition exceeds 12 times the then monthly Ease
Rent or $100.000. whichever IS greater. gave written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such
Hazardous Substance Condihon, of Lessor’s desire to terminate this Lease as of the date 60 days following the date of such notice. In the event Lessor
elects to give a termmation notice, Lessee may, wthin 10 days thereafter, give wrltten notice to Lessor of Lessee’s commitment to pay the amount by which
the cost of the remediatfon of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000.
whichever IS greater. Lessee shall provide Lessor with sand funds or satisfactory assurance thereof within 30 days following such commitment. In such
event. thrs Lease shall contmue III full force and effect. and Lessor shall proceed to make such remediation as soon as reasonably possible after the required
funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof withm the tune provided, this Lease shall
termmate as of the date speclfiad in Lessor’s nottce of termination.
6.3 Less&s Compliance with Applicable Requirements. Except as otherwise provided in this Lease. Lessee shalt, at Lessee’s sole
expense. fully. dillgently and m a timely manner. materially comply with all Applicable Requrrements. the requirements of any applicable fire insurance
underwriter or rating bureau. and the recommendations of Lessor’s engineers end/or consultants which relate In any manner to the Premises. without regard
to whether said requwements are now in effect or become effectwe after the Start Date. Lessee shall. within 10 days after receipt of Lessor’s wtten request,
prowde Lessor wth copies of all permits and other documents, and other infonation evidencing Lessee’s compliance wth any Applicable Requirements
specified by Lessor, and shall immediately upon receipt. notify Lessor m writing (with copses of any documents mvolved) of any threatened or actual clarm.
notice, citation, warning. complamt or report pertainmg to or involving the failure of Lessee or the Premises to comply wth any Applicable Requirements
6.4 Inspection; Compliance. Lessor and Lessor’s “Lender” (as defined in Paragraph 30) and consultants shall have the right to enter into
Premises at any time. in the case of an emergency. and otherwIse at reasonable times. for the purpose of mspecbng the condition 01 the Premises and for
vefifymg compliance by Lessee wth this Lease. The cost of any such inspections shall be paid by Lessor. unless a wolatton of Applicable Requirements. or a
contaminabon is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon
request reimburse Lessor for the cost of such inspection, so long as such inspectton 8s reasonably related to the uolallon or contaminalion.
7. Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations.
7.1 Lessee’s Obligations.
(a) In General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee’s Compliance with Appkcable
Requirements). 7.2 (Lessor’s Obligations), 9 (Damage or Destruction). and 14 (Condemnation), Lessee shall, at Lessee’s sole expense. keep the Premises,
Utility Installations (intended for Lessee’s exclusive use. no matter where located), and Alterations in good order. condition and repair (whether or not the
porbon of the Premises requiring repairs. or the means of repairmg the same. are reasonably or readily accessible to Lessee, and whether or not the need for
such repairs occurs as a result of Lessee’s use. any prior use. the elements or the age of such porbon of the Premises). including. but not kmlted to. all
equipment or facikbes. such as plumbing. HVAC equipment. electrical. lighting facilities, boilers, pressure vessels, fixtures. mterior walls. interior surfaces of
extenot walls. ceilings, floors, wmdows. doors. plate glass. and skylights but excludmg any items which are the responsibikty of Lessor pursuant to Paragraph
7 2 Lessee. in keeping the Premises m good order. conditron and repair, shall exercise and perform good mamtenance practices, specifically mcludmg the
procurement and mamtenance of the sewce contracts required by Paragraph 7 l(b) below. Lessee’s obkgabons shall include restorations. replacements or
renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order. condition and state of repair
(b) Service Contracts. Lessee shall, at Lessee’s sole expense. procure and maintain contracts, wth copies to Lessor, m customary form and substance for. and wlh contractors speclalizing and experienced m the maintenance of the following equipment and improvements, if any. if and
when installed on the Premises (i) HVAC equipment. (II) boiler and pressure vessels, (ui) clarifiers. and (iv) any other eqwpment. if reasonably required by
Lessor However. Lessor reserves the right. upon notice to Lessee, to procure and maIntam any or all of such set-we contracts, and if Lessor so elects.
Lessee shall reimburse Lessor, upon demand, for the cost thereof.
(c) Failure to Perform. If Lessee fails to perform Lessee’s obligations under this Paragraph 7.1, Lessor may enter upon the Premises
after 10 days’ prior written notice to Lessee (except in the case of an emergency. in which case no notice shall be required). perform such obligabons on
Lessee’s behalf. and put the Premises in good order. condition and repair, and Lessee shall promptly reimburse Lessor for the cost thereof.
(d) Replacement. Subject to Lessee’s indemnification of Lessor as set forth in Paragraph 8.7 below. and without reli&Ag Lessee of
IiabMy resulting from Lessee’s failure to exercise and perform good maintenance pracbces. if an item described in Paragraph 7.1(b) cannot/be repaired other
than at a cost which IS in excess of 50% of the cost of replacing such item. then such item shall be replaCed by Lessor, and the cost the&f
&
P= prprraed Parbes and Lessee shall only be obligated to pay. each month during the remamder of the term of this Lease. on the date on w b ent is
/ /’
I, 1 ials
Page 4 of 13
0 1998 -American Industrial Real Estate Association REVISED FORM MTG-2-11/98E
liability resulting from Lessee’s farlure to exercise and perform good maintenance prachces. If an item described rn Paragraph 7.1(b) cannot be reparred other
than at a cost which rs in excess of 50% of the cost of replacing such item. then such item shall be replaced by Lessor. end the Cost thereof shall be prorated
between the Parties and Lessee shall only be obligated to pay. each month during the remainder of the term Of thrs Lease. on the date on which Base Rent is
due, an amount equal to the product of rnultiplyrng the cost of such replacement by a fraction, the numerator of which is one. and the denominator of which rs
144 (ie. 11144th of the cost per month). &sssee-shalCpayjR’^‘^“~‘h^~k”l”noealatal~lha~~~~~
Leeeof~tant-~epe~bli~-*~~
7.2 Lessor’s Obligations. Subject to the provisrons of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (Common Area Operating
Expenses), 6 (Use), 7.1 (Lessee’s Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor. subject to reimbursement pursuant to Paragraph
4.2, shall keep in good order, condition and reparr the foundabons. exterior walls, structural condition of intenor bearing walls. exterior KrOf. fire spnnkler
system. cm PYM tire alarm and/or smoke ddectii systems. lire hybanta parking kds, walkways. parkways. dnveways Landscaping. tences. signs
and utility systems serving the Common Areas and all parts thereof, ea well as providing the servrces for which there is a Common Area Operating Expense
pursuant to Paragraph 4.2. Lessor shall not be obligated to paint the exterior or interior surlaces of exterior walls nor shall Lessor be obligated to mm-mm,
repair or replace windows, doors or plate glass of the Premises. Lessee expressly waives the benefit of any statute now or hereafter in effect to the extent it
is rnconsistent with the terms of this Lease.
7.3 Utility Installations; Trade Fixtures: Alterations.
(a) Definitions. The term “Utility Installations” refers to all floor and window coverings, air lines, power panels, electrical distribution.
security and fire protection systems, communication systems. lighting fixtures, HVAC equipment, ptum.bing. and fencing in or on the Premrses. The term
“Trade Fixtures” shall mean Lessee’s machinery and equipment that can be removed without doing material damage to the Premises. The term
“Alterations” shall mean any modification of the improvements, other than Utility Installations or Trade Frxtures. whether by addrtron or deletwn. “Lessee
Owned Alterations and/or Utility Installations” are defined as Alterations and/or Utilrty lnstallatrons made by Lessee that are not yet owned by Lessor
pursuant to Paragraph 7.4(a).
(b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor’s pnor wrrtten consent. Lessee
may. however, make non-structural Utility installations to the interior of the Premises (excluding the roof) without such consent but upon notice to Lessor, as
long as they are not visrble from the outside, do not involve puncturing, relocating or removing the roof or any existing walls. and the cumulattve cost thereof
duhng this Lease as extended does not exceed a sum equal to 3 month’s Base Rent in the aggregate or a sum equal to one month’s Base Rent in any one
year. Notwithstanding the foregong. Lessee shall not make or permit any roof penetrations and/or rnstall anything oh the roof without the prior wrrtten
approval of Lessor. Lessor may. as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any
Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor rn written form
with detailed plans. Consent shall be deemed conditioned upon Lessee’s: (i) acquinng all applicable governmental permits. (ii) furnishing Lessor with copres
of both the permits and the plans and specifications prror to commencement of the work. and (iii) compliance with all conditions of said perrnits and other
Applicable Requirements rn a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner wrth good
. and sufkcrent materials. Lessee shall promptly upon complebon furnish Lessor with as-built plans and specifrcahons. For work whtch costs an amount rn
excess of one month’s Base Rent, Lessor may condition its consent upon Lessee providing a ken and complebon bond in an amount equal to 150% of the
estrmated cost of such Alteration or Utility Installation and/or upon Lessee’s posting an additronal Securrty Deposil with Lessor.
(c) Indemnification. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for
Lessee at or for use on the Premises, which claims are or may be secured by any mechanic’s or materialmen’s lien agarnst the Premises or any interest
therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in. on or about the Premises. and Lessor shall have
the right to post notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense
defend and protect itself. Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon
before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond rn an amount equal to 150% of the amount of such contested lien.
claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to partrcipate in any such action, Lessee shall pay Lessor’s attorneys’
fees and costs.
7.4 Ownership; Removal: Surrender; and Restoration.
(a) Ownership. Subject to Lessor’s right to require removal or elect ownership as hereinafter provided. all Alterations and Utilrty
Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may. at any time, elect in writing to be the owner
of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee
Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease. become the property of Lessor and be surrendered by Lessee
with the Premises.
(b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the’end of the
ten of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this
Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required
consent.
(c) Surrender; Restoration Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the
improvements, parts and surfaces thereof broom clean and free of debns. and in good operating order. condrtion and state of repair, ordinary wear and tear
excepted. “Ordinary wear and tear* shalt not include any damage or detehoration that would have been prevented by good maintenance prachce.
Nohvithstandrng the foregorng. if this Lease IS for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee
on the Start Date with NO allowance for ordinary wear and tear. Lessee shall reparr any damage occasioned by the installation, maintenance or removal of
Trade Fixtures, Lessee owned Alterations and/or Utility Installations. furnishings, and equipment as well as the removal of any storage tank installed by or for
Lessee. Lessee shall also completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any thrrd
party (except Hazardous Substances which were deposited via underground migration from areas outside of the Premises IXrjeet) even if such removal
would require Lessee to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall remajn the property of Lessee and shall be
removed by Lessee. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor
shall constitute a holdover under the provisions of Paragraph 26 below.
8. Insurance: Indemnity
8.1 Payment of Premium Increases.SeeParagraph50
(4 n- ~Ih~R~f~~~~~fe~~~~~~~~~~~
t&heBtrildrngand~~ PM
~-t~r~+rws+a~bM~-~
a~he-8ase~~~,.-aSk~eiRafn~~~lat -’ ,%lwM.3sis-lflGufaa e&stL l+elCinslu~*~~~~
-anortgage- rtts(aoueringl~i~~~t~~~~~alua~~f~b~--~
’ 42isskl~~~~Gi~-Gf~
/of
ageneraCpremitm+rate+r~em+lasuranceCes&lnor tlii&he
~strpanc-y-of-a~lh~~~a~~~~~l~-th~a~~~~~p~u~~nl~h~l-~~~~s~~.~
~e~R~~~~~~~~-~~~~i~~e~-~t~~~~~
inswe6fetthe-eRtif~~~~~t~~a~~r~~a~~s~n~~~~rem~ reasonablyobtainebWor&-r+Uaquired
not
insurance as of Ihe-Start Da&assuming the most nominal use possibleofthe BuildingYin-no-event, haweverrshall Lessee be responsible for eny portron of
the prenuum cost attributable to liabllrty~insurancecovwage-in-excessof $2900.000 procured under-Paragraph 62(b)
(b) Lessee shall pay any Insurance Cost Increase to Lessor pursuant to Paragraph 4.2. Premrums for policy penods commencing
pnor to. or extending beyond, the term of this Lease shall be prorated to coincide with the correspondrng Start Date or Exprration Date.
8.2 Liability Insurance.
(a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and
Lessor as an additional insured against claims for bodily injury, personal inlury and property damage based upon or arising out of the ownershrp. use,
occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single kmit
coverage in an amount not less than $l,OOO.OOO per occurrence with an annual aggregate of not less than $2.000.000. an “Additional Insured-Managers or
Lessors of Premises Endorsement” and contain the “Amendment of the Pollution Exclusion Endorsement” for damage caused by heat, smoke or fumes from
a hostile fire. The policy shall not contain any intrainsured exclusions as between insured persons or organzations. andshallincludecontractural
liability.bu~hal~cludecouerage-fw-lit~s~m~~nd~~~a seasarrInsuredcontractl-fothe performan~eof4essee~ndernnily-abkgations
undeFthis4ease: The limits of said insurance shall not. however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder, All insurance
carried by Lessee shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess
insurance only.
(b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a). in addition to, and,,nt<n lieu of, the
insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein.
8.3 Property Insurance - Building, Improvements and Rental Value.
e
(a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance in the nado loss
In1 c
Page5of13
0 1998 _ American Industrial Real Estate Association REVISED FORM MTG-2-11198E
-7
property shall be insured by Lessee under Paragraph 6.4. If the coverage is available and commercially appropriale. such pokey or pokc~es shall w~sure
agamst all risks of dwect physrcal loss or damage (except the perils of flood and/or earthquake unless requwd by a Lender). mcludmg coverage for debns
removal and Ihe enforcement of any Applicable Requirements requiring the upgrading, demolrtion. reconstructton or replacement of any porbon of Ihe
Premises as the result of a covered loss. Said pokey or policies shall also contain an agreed valuation prowsron MI lkeu of any comsurance clause, wawer of
subrogalron. and inflabon guard protection causmg an increase in the annual property w~surance coverage amount by a factor of not less than the adlusted
U S Department of Labor Consumer Pnce index for All Urban Consumers for the city nearest to where the Premises are localed. If such insurance coverage
has a deductible clause. the deductible amount shall not exceed $1,000 per occurrence.
(b) Rental Value Lessor shall also obtain and keep-in force a policy or policies in the name of Lessor with loss payable to Lessor and
any Lender. msurmg the Loss of iha full Rent for one year with n extanded period of indemntty for an ac&&Riaul 160 days (“ReMal Vahm ins--) Satd
w~surance shall contam an agreed valuabon provision in lieu of any coinsurance clause. and the amount of coverage shall be adlusted annually to reflect the
projected Rent otherwse payable by Lessee, for the next 12 month penod
(c) Adjacent Premises. Lessee shall pay for any increase in the premiums for Ihe property insurance of the Buildmg and for the
Common Areas or other burldIngs on the Project if said mcrease is caused by Lessee’s acts. omissions. use or occupancy of the Premrses.
(d) Lessee’s Improvements. Since Lessor is the lnsunng Party. Lessor shall not be requwed to msure Lessee Owned AlteraWns and
Utildy lnslallattons unless the !lem m question has become the pmperty of Lessor under the terms of this Lease
a4 Lessee’s Property: Business interruption Insurance.
(a) Property Damage. Lessee shell obtain and maintam msurance coverage on all of Lessee’s personal properly. Trade Fixlures. and
Lessee Owned Alierakons and Ubllty Inslallabons. Such insurance shall be full replacement cost coverage wlh a deductible 01 nol lo exeed (~;800 per
-- %epreeeedsfromanyf5%h~- lhe-M~kter-the replaoemenl ef personal pmperiy. Trade Fixtures and Lessee Owned
Al&rakens& U-My kslaua(lens Lessee shall provide Lessor with written ewdence that such rnsurance is I” force
(b) Business Interruption. Lessee shall obtain and maintain loss of income and extra expense msurance m amounls as will retmburse
Lessee for drrect or @trecl loss of earnmgs attributable to all perils commonly insured against by prudent lessees in the bustness of Lessee or attributable to
prevention of access lo the Premises as a result of such perils.
(c) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance
specified hewn are adequate lo cover Lessee’s property. business operations or obligahons under this Lease.
a.5 Insurance Policies. Insurance required herem shall be by companies duly licensed or admitted to transact busmess MI the slate where
Ihe Premises are located. and mamtaining dunng the policy ten a “General Policyholders Rating” of at least B+. V. as set forth in the most current rssue of
“Best’s Insurance Guide”, or such other ratmg as may be required by a Lender. Lessee shall not do or permit lo be done anything which invalidates the
required insurance policies. Lessee shall, prior to the Start Date. deliver to Lessor certified copies of policies of such insurance or certificates evidencing the
existence and amounts of the required insurance. No such policy shall be cancelable or subject to modificatmn except afler 30 days prior written notice to
. Lessor Lessee shall. at least 30 days pnor to the expiration of such policies, furnish Lessor with evidence of renewals or “msurance binders” evrdencmg
renewal thereof. or Lessor may order such rnsurance and charge the cost thereof to Lessee. which amount shall be payable by Lessee lo Lessor upon
demand Such pollcles shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fart to
procure and maintain the msurance required to be carried by it. the other Party may. but shall not be required to. procure and maintain the same.
6.6 Waiver of Subrogation. Without affecting any other rights or remedies. Lessee and Lessor each hereby release and relieve the other.
and wawe their entlre right to recover damages agasnt the other, for loss of or damage to Its property awing out of or tncldent to the penls required to be
Insured agamst herein. The effect of such releases and waivers is not limited by the amounf of msurance carried or reqwred. or by any deductibles appkcable
hereto The Parties agree to have their respective property damage insurance carriers waive any nght to subrogation that such companies may have agamst
Lessor or Lessee, as the case may be. so long as the insurance is not invalidated thereby.
a.7 Indemnity. Except for Lessor’%9fessnegligence or willful misconduct. Lessee shall indemnify. protect. defend and hold harmless the
Premises, Lessor and its agents, Lessor’s master or ground lessor, partners and Lenders. fmm and against any and all claims. loss of rents and/or damages,
liens. judgments. penalties. attorneys’ and consultants’ fees, expenses and/or liabilities arismg out of, involving. or in connection with. the use and/or
occupancy of the Premises by Lessee. If any action or proceeding IS brought against Lessor by reason of any of the foregomg matters, Lessee shall upon
nolice defend the same al Lessee’s expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense Lessor
need nol have first paid any such clatm in order lo be defended or indemnified.
8.0 Exemption of Lessor from Liability Lessor shall not be loable for injury or damage to the person or goods. wares. merchandise or
other property of Lessee. Lessee’s employees, contractors. invitees. customers, or any other person in or about the Premtses. whether such damage or injury
1s caused by or results from fire, steam. electricity. gas. water or rain. or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers.
wires. appkances. plumbmg. HVAC or lighting fixtures. or from any other cause, whether the said injury or damage results from conditions arising upon the
Premtses or upon other portions of the Buildmg. or from other sources or places. Lessor shall not be liable for any damages arising from any act or neglect of
any other tenant of Lessor nor from the failure of Lessor to enforce the prowsions of any other lease in Ihe Project. Nohvilhstanding Lessor’s neghgence or
breach of this Lease, Lessor shall under no ctrcumstances be liable for injury to Lessee’s business or for any loss of wxome or profit therefrom.
9. Damage or Destruction.
9.1 Definitions.
;- (a) “Premlser Partial Damage’ shall mean damage or destruction lo the impmvements on the Premises, other than Lessee Owned
Allerations and Utility Installations, which can reasonably be repaired in 3 months or less from the date of the damage or destrucbon. and the cost thereof
does nol exceed a sum equal to 6 month’s Base Rent. Lessor shall notify Lessee rn writing within 30 days from the date of the damage or destruction as to
whether or nol the damage is Partial or Total.
(b) “Premises Total Destruction” shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned
Alterations and Uhltfy Installations and Trade Fixtures. which cannot reasonably be reparred m 3 months or less from the date of the damage or destructton
and/or the cost thereof exceeds a sum equal to 6 month’s Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of Ihe damage or
destruchon as to whether or nof the damage is Partial or Total.
(c) “Insured Loss” shall mean damage or destruchon to improvements on the Premises, other than Lessee Owned Alterabons and Utility
Installations and Trade Fixtures. which was caused by an event requrred to be covered by the insurance described rn Paragraph 6.3(a). Irrespective of any
deductible amounts or coverage limits involved
(d) “Replacement Cost” shall mean the cost to repair or rebuild the improvements owned by Lessor at the lime of the occurrence to thew
condition existing immedtately prior thereto. including demolition. debris removal and upgradIng required by the operation of Applicable Requirements, and
without deduclion for depreciation
(e) “Hazardous Substance Condition” shall mean the occurrence or dIscovery of a condition involving the presence of. or a
contaminatron by. a Hazardous Substance as defined in Paragraph 6.2(a). in. on. or under the Premises
9.2 Partial Damage - Insured Loss. If a Premises Partial Damage that 1s an Insured Loss occurs, then Lessor shall, at Lessor’s expense.
reparr such damage (but not Lessee’s Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease
shall con&we !n full force and effect: provided however, that Lessee shall. at Lessor’s election. make the repair of any damage or destruction the total cost to
reparr of whtch is 65.000 or less. and. in such event, Lessor shall make any appkcable insurance proceeds available to Lessee on a reasonable basis for that
purpose. Nohwthstandmg the foregomg. if the required insurance was nol in force or the insurance proceeds are not suffrclent to effect such repair, the
lnsunng Party shall promptly contribule the shortage in proceeds as and when required to complete said repairs. In the event. however. such shortage was
due to the fact that. by reason of the unique nature of the Improvements. full replacement cost Insurance coverage was not commercially reasonable and
available. Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the umque aspects of the Prenwes unless Lessee
prowdes Lessor wdh the funds to cover same. or adequate assurance thereof, withln 10 days following receipt of written notice of such shortage and request
therefor If Lessor receives said funds or adequate assurance thereof within said 10 day period. the party responsible for makIng the reparrs shall complele
them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received. Lessor may
nevertheless elect by written nohce to Lessee within 10 days thereafter to: (i) make such restoration and repair as IS commercially reasonable with Lessor
payrng any shortage in proceeds, m which case this Lease shall remain in full force and effect. or (ii) have this Lease terminate 30 days thereafter. Lessee
shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or
earthquake shall be subject to Paragraph 9.3, nohvithslandmg that there may be some insurance coverage, but the net proceeds of any such insurance shall
be made w&able for the repatrs if made by either Party.
9.3 Partial Damage - Uninsured Loss. If a Premises Partial Damage that IS not an Insured Loss occurs. unless caused by a negligent or
wilful act of Lessee (m which event Lessee shall make the repairs al Lessee’s expense). Lessor may either: (i) repair such damage as scan as reasonably
possible at Lessor’s expense. in which event lhis Lease shall continue in full force and effect. or (ii) terminate this Lease by giving written nolice to Lessee
within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60 days followng the dale of such
nokce In the event Lessor elects to terminate th+s Lease, Lessee shall have the right withrn 10 days after recerpt of the terminahon m&e lo give written
nollce to Lessor of Lessee’s commrtment lo pay for the repair of such damage without reimbursement from Lessor. Lessee shall prov
funds or sabsfactory assurance thereof withm 30 days after makmg such commitment. In such event this Lease shall continue in full/l
said
+
, and
lniti I
Page6of13
0 1998 -American Industrial Real Estate Association REVISED FORM MTG-2-Ill99E c-
notice. In the event Lessor elects to terminate th!s Lease. Lessee shall have the right withm 10 days after receipt of the termination notice to give wrltten
notice to Lessor of Lessee’s commitment to pay for the repair of Such damage without reimbursement from Lessor. Lessee shall provide Lessor wth said
funds or satisfactory aswrance thereof within 30 days after making such commitment. In such event this Lease shall continue in full force and effect, and
Lessor Shall proceed to make such repairs as Soon as reasonably possible after the required funds are available. If Lessee does not make the required
commitment, this Lease shall terminate as of the date specified in the termination notice.
9.4 Total Destruction. Notwithstanding any other provision hereof. if a Premises Total Destruchon occurs. thks Lease shall terminate 60
days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the
right to recover Lessor’s damages from Lessee, except as provided in Paragraph 6.6.
9.5 Damage Near End of Term. If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds
one month’s Base Rent, whether or not an Insured Loss, Lessor may termwate this Lease effectwe 60 days following the date of occurrence of such damage
by givmg a written termination notice to Lessee within 30 days afler the date of occurrence of such damage. Notwithstandmg the foregoing, if Lessee at that
time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such option and (b)
providing Lessor with any shortage cn msurance proceeds (or adequate assurance thereof) needed to make the repairs on or befdre the earlier of (i) the date
which is 10 days after Lessee’s receipt of Lessor’s written notice purporting to terminate this Lease, or (ii) the day pnor to the date upon which such option
expires. If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in
insurance proceeds, Lessor shall. at Lessor’s commercially reasonable expense. repair such damage as soon as reasonably possible and this Lease shall
continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance durmg such period. then this Lease shall
termmate on the date specified in the termination notice and Lessee’s option shall be extinguished.
9.6 Abatement of Rent; Lessee’s Remedies.
(a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which
Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediatron or restoration of such damage shall
be abated in proportion to the degree to which Lessee’s use of the Premises is Impaired.-& -ee@d-t~-fem-lbe-Re~wakIe
irwwanee All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction,
remediation. repair or restoration except as provided herein.
(b) Remedies. If Lessor shall be obligated to repair or restore the Premises and does not commence. in a substantial and meaningful
way. such repair or restoration within 90 days after such obkgation shall accrue, Lessee may. at any time prior to the commencement of such repair or
restoratmn. give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee’s electton to termmate this Lease on a date not less
than 60 days followmg the giving of such nobce. If Lessee gives such notice and such repair or restoration is not commenced within 30 days thereafter, this
Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such 30 days. this Lease shall continue in full
force and effect. “Commence” shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work
. on the Premises, whichever first occurs.
9.7 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9. an equitable
adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall. in addition, return to
Lessee so much of Lessee’s Security Deposit as has not been. or is not then required to be. used by Lessor.
9.8 Waive Statutes. Lessor and Lessee agree that the terms of this Lease shall govern the effect of any damage to or destruction of the
Premises with respect to the temlination of this Lease and hereby waive the provisions of any present or future statute to the extent inconsistent herewith.
10. Real Property Taxes.5eeParagraph50
10.1 Definitions. I @pXeal-Pfop , iweFm=Reaww+e+Fwes”~~er~f-aseess~eak?etat~
specidrordin z3ry+&mdi~-~~“-t~a~)~w~~
Fh?ss&sbIisiRessef
-~~~Sses--h-i~
detefm+atii~ait~he~~~
10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned Alterations
and Utility Installations. Trade Fixtures. furnishings, equipment and all personal property of Lessee contained in the Premises. When possible. Lessee shall
cause its Lessee Owned Alterations and Utility Installations. Trade Fixtures. furnishings, equipment and all other personal property to be assessed and billed
separately from the real property of Lessor. If any of Lessee’s said property shalt be assessed with Lessor’s real property, Lessee shall pay Lessor the taxes
attributable to Lessee’s property withm 10 days after receipt of a written statement setting forth the taxes applicable to Lessee’s property.
11. Utilities. Lessee shall pay for all water, gas, heat, light, power. telephone, trash disposal and other utilities and services supplied to the Premises,
together with any taxes thereon. Notwithstanding the provisions of Paragraph 4.2. if at any time in Lessor’s sole judgment, Lessor determines that Lessee is
using a dispmportionate amount of water, electrictty or other commonly metered utilities. or that Lessee is generating such a large volume of trash as to
require an increase in the size of the dumpster and/or an increase in the number of times per month that the dumpster IS emptied, then Lessor may increase
Lessee’s Base Rent by an amount equal to such increased costs.
12. Assignment and Subletting.
12.1 Lessor’s Consent Required.
(a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively. ‘assign or assignment’) or
sublet all or any part of Lessee’s interest in this Lease or in the Premises without Lessor’s prior written consent.
(b) A change in the control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis. of 25% or
more of the voting control of Lessee shall constitute a change in control for this purpose.
(c) The involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition. financing,
transfer. leveraged buy-out or otherwise). whether or not a formal assignment or hypathecation of this Lease or Lessee’s assets occurs. which results or will
result in a reduction of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as it was represented at the time of the execubon of this
Lease or at the time of the most recent assignment to which Lessor has consented, or as It exists immedtately prior to said transaction or transactions
constdutlng such reduction. whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. “Net
Worth of Lessee” shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted accounting pnnciples.
(d) An assignment or subletting without consent shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(c), or a
noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved asslgnment or subletting as a noncurable
Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rent then I”
effect. Further. in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee Shall be
subject to similar adjustment to 110% of the price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the
Lease term shall be increased to 110% of the scheduled adjusted rent.
/remainder of the
(e) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or
12.2 Terms and Conditions Applicable to Assignment and Subletting.
Page 7of 13
0 1998 -American Industrial Real Estate Association REVISED FORM MTG-2-lll98E r*
\,
(b) Lessor may accept Rent or performance of Lessee’s obligations from any person other than Lessee pending approval or dwpproval
of an aswgnment. Neither a delay m the appmval or dlsappmval of such assignment nor the acceptance of Rent or performance shall consbtute a wawer or
estoppel of Lessor’s right to exeruse 11s remedies for Lessee’s Default or Breach.
(c) Lessor’s consent to any assignment or sublening shall not constitute a consent to any subsequent assignment or subletttng
(d) In the even1 of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else
responsible for the performance of Lessee’s obkgations under this Lease, including any assignee or sublessee. without first exhausting Lesso<s remedies
agamst any other person or enbty responsible therefore to Lessor, or any security held by Lessor.
(e) Each request for consent to an assignment or sublethng shall be in wribng. accompamed by Informalion relevant to Lessor’s
determination as to the financial and operational responsibikty and approprk=ztenass of the proposed assignee or sublessee. includmg but not hmlted to the
Intended use and/or required modification of the Prenxses. if any. together with a fee of $1,000 or 10% of the current monthly Base Rent applicable to the
portton of the Premises which is the subject of the proposed assignment or sublease, whIchever IS greater. as consideration for Lessor’s considenng and
processmg said request Lessee agrees to provide Lessor with such other or addtbonal mformabon and/or documentatwn as may be reasonably requested
(f) Any assignee of. or sublessee under. this Lease shall. by reason of accepbng such assignment or entering into such sublease. be
deemed to have assumed and agreed to conform and comply with each and every term. covenant, conditton and obkgahon herein to be observed or
performed by Lessee during the term of said assignment or sublease. other than such obligations as are contrary to or mconslstent with provisions of an
assignment or sublease to which Lessor has specifically consented to in writing.
12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by
Lessee of all or any part of the Premises and shall be deemed mctuded in all subleases under this Lease whether or not expressly mcorporated therem
(a) Lessee hereby assigns and transfers to Lessor all of Lessee’s Interest in all Rent payable on any sublease, and Lessor may collect
such Rent and apply same toward Lessee’s obligations under this Lease; provided, however. that unbl a Breach shall occur I” the performance of Lessee’s
obligations. Lessee may collect said Rent. Lessor shall not. by reason of the foregoing or any assignment of such sublease. nor by reason of the collection of
Rent. be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee’s obligabons to such sublessee. Lessee hereby
wrevocably authonzes and directs any such sublessee. upon receipt of a written nohce from Lessor stabng that a Breach exists in the performance of
Lessee’s obligatmns under this Lease. to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such nobce from
Lessor and shall pay all Rents to Lessor without any obtlgation or right to inqwe as to whether such Breach exists, notwithstanding any claim from Lessee to
the contraty.
(b) In the event of a Breach by Lessee. Lessor may. at its option. require sublessee to attorn to Lessor. in which event Lessor shall
undertake the obkgabons of the sublessor under such sublease from the time of the exenxe of said option to the expiration of such sublease; prowded.
however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any pnor Defaults or Breaches of
such sublessor.
(c) Any matter reqwing the consent of the sublessor under a sublease shall also require the consent of Lessor.
(d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor’s pnor wtten consent.
(e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee. who shall have the right to cure the Default
of Lessee wtthm the grace period. if any. specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for
any such Defaults cured by the sublessee.
13 Default; Breach: Remedies.
13.1 Default; Breach. A ‘Default’ is defined as a failure by the Lessee to comply with or perfom, any of the terms. covenants, conditions or
Rules and Regulations under this Lease. A “Breach” is defined as the occurrence of one or more of the following Defaults. and the failure of Lessee to cure
such Default within any appkcable grace period:
(a) The abandonment of the Premises: or the vacating of the Prenwses without providing a commercially reasonable level of
security. or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providmg reasonable
assurances to minimize potential vandalism.
(b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder. whether
to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfil1 any obtigabon under this Lease which
endangers or threatens life or property, where such failure continues for a period of 10 3 bwinesa days following written notice to Lessee.
(C) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service
contracts, (Iii) the rescission of an unauthorized assignment or subletting. (iv) an Estoppel Certdicate. (v) a requested subordinabon. (vi) ewdence concernmg
any guaranty and/or Guarantor. (vii) any document requested under Paragraph 41 (easements), or (viii) any other documentation or information which Lessor
may reasonably require of Lessee under the terms of this Lease, where any such failure contmues for a period of 10 days following written nobce to Lessee.
W A Default by Lessee as to the terms, covenants. conditions or prowsions of this Lease. or of the rules adopted under Paragraph
2 g hereof. other than those described in subparagraphs 13.1(a). (b) or (c). above. where such Default conttnues for a penod of 30 days after wntten notme;
prowded. however, that if the nature of Lessee’s Default is such that more than 30 days are reasonably required for its cure. then it shall not be deemed to be
a Breach if Lessee commences such cure within said 30 day period and thereafter dillgently prosecutes such cure to completion.
(=I The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the benefit of
creditors: (ii) becoming a ‘debtor” as defined in 11 USC. jr 101 or any successor statute thereto (unless. in the case of a petition filed against Lessee, the
same 1s dismlssed withm 60 days): (iii) the appomtment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the
Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee withm 30 days; or (iv) the attachment, execution or other judicial
seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such sewre IS not discharged withln 30
days. provided, however, in the event that any provision of this subparagraph (e) is contrary to any applicable law, such provision shall be of no force or
effect. and not affect the vahdity of the remaining provisions.
(0 The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false.
(9) If the performance of Lessee’s obligations under this Lease is guaranteed: (i) the death of a Guarantor, (Ii) the termmatson of a
Guarantor’s liabikty with respect to this Lease other than in accordance with the terms of such guaranty. (ill) a Guarantor’s becoming insolvent or the sublect
of a bankruptcy filing. (IV) a Guarantor’s refusal to honor the guaranty. or (v) a Guarantor’s breach of its guaranty obllgatwx on an antiapatory bas!s. and
Lessee’s failure. within 60 days followmg written notice of any such event. to prowde wntten alternative assurance or securlty. which, when coupled wth the
then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of
this Lease.
13.2 Remedies. If Lessee falls to perform any of its affirmative duties or obligahons. within 10 days after written nohco (or in case of an
emergency. without notice). Lessor may. at Its option, perform such duty or obkgabon on Lessee’s behalf, includmg but not kmited to the obtaming of
reasonably requwed bonds, insurance policies, or governmental licenses, permits or approvals. The costs and expenses of any such performance by Lessor
shall be due and payable by Lessee upon receipt of woice therefor. If any check given to Lessor by Lessee shall not be honored by the bank upon which 11
is drawn. Lessor. at its option, may require all future payments to be made by Lessee to be by cashier’s check. In the event of a Breach. Lessor may, with or
without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:
(a) Teninate Lessee’s fight to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee
shall Immediately surrender possewon to Lessor. In s&h event Lessor shalt be entitled to recover from Lessee: (I) the unpaid Rent which had been earned
at the kme of termnation; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termmation until the
time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the
amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be
reasonably avoIded. and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee’s failure to perform tts
obligabons under this Lease or which in the ordmary course of things would be likely to result therefrom, including but not kmited to the cost of recovenng
possession of the Premises. expenses of reletting, mcluding necessary restoration ml of the Premises. reasonable attorneys’ fees,
and that portion of any leasing commlssion paid by Lessor WI connection with this Lease applicable to the unexpired term of this Lease. The worth al the time
of award of the amount referred to I” provislon (iii) of the immediately preceding sentence shall be computed by discounbng such amount at the discount rate
of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate
damages caused by Lessee’s Breach of this Lease shall not waive Lessor’s right to recover damages under Paragraph 12. If termination of this Lease IS
obtamed through the pmvtsional remedy of unlawful detainer. Lessor shall have the right to recover in such pmceedtng any unpaid Rent and damages as are
recoverable therein. or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under
Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also Conshtute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the untawf detainer statute
shall run concurrently. and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both ax1 unlawful detamer
and a Breach of thts Lease entitlmg Lessor to the remedies prouded for m this Lease and/or by sand statute.
43
(b) Contmue the Lease and Lessee’s right to possession and recover the Rent as it becomes due. in which
Page8of13
@ 1998 -American Industrial Real Estate Association REVISED FORM MTG-2-lll98E
assign. subject only to reasonable kmitations. Acts of mamtenance. efforts to relet, and/or the appointment of a receiver to protect the Lessor’s mterests,
shalt not constdute a termination of the Lessee’s right to POsSeSsiOn.
(c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherem the Premises are located
The hxp~rabon or termination of this Lease and/or the termination of Lessee’s right to possesston shall not relieve Lessee from Ilability under any mdemmty
pror~snns of this Lease as to matters occumng or accrumg during the term hereof or by reason of Lessee’s occupancy of the Premises.
13.3
Inducement Recapture. Any agreement for free or abated rent or other charges, or for the giving or paying by Lessor to or for Lessee of any cash or other
bonus. mducement or consideration for Lessee’s entenng mto this Lease, all of which concessions are hereinafter referred to as “Inbrcnmant Prouiaioas’.
shall be deemed conditloned upon Lessee’s full and faithful performance of all of the terms. covenants and conditions of this Lease. Upon Breach of thls
Lease by Lessee, any such Inducement ProvIsion shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent. other
charge. bonus. mducement or consideration theretofore abated. gdven or paid by Lessor under such an Inducement Provision shall be lmmedlately due and
payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach
whtch mittated the operabon of this paragraph shall not be deemed a wawer by Lessor of the prowstons of this paragraph unless specifically so stated I”
wrdmg by Lessor at the time of such acceptance
134
Late Charges Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact
amount of which w&II be extremely difficult to ascertain. Such costs include, but are not hmiled to. processmg and accountmq charges. and late charges whrch
may be Imposed upon Lessor by any Lender Accotdmgly. if any Rent shall not be received by Lessor withm 5 days after such amount shall be due. then.
without any requlrement for notice to Lessee, Lessee shall pay to Lessor a one-time late charge equal to 10% of each such overdue amount or $100.
whtchever IS greater. The partles hereby agree that such late charge represents a fair and reasonable esbmate of the costs Lessor will incur by reascm of
such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee’s Default or Breach wtth respect to such
overdue amount. nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder.
whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall. at
Lessor’s option. become due and payable quarterly in advance.
13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor. when due as to scheduled payments (such as Base
Rent) or withm 30 days following the date on which it was due for non-scheduled payment. shall bear interest from the date when due. as to scheduled
payments. or the 3151 day after it was due as to non-scheduled payments. The interest (“Interest”) charged shall be equal to the prime rate reported in the
. Wall Street Journal as publtshed closest prior to the date when due plus 4%. but shall not exceed the maximum rate allowed by law Interest IS payable m
adddion to the potentnl late charge provided for in Paragraph 13.4.
13.6
Breach by Lessor.
(a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be
performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by Lessor, and any Lender
whose name and address shall have been furnished Lessee in writing for such purpose. of written notice specifying wherein such obligation of Lessor has not
been performed; provided, however, that tf the nature of Lessor’s obligation is such that more than 30 days are reasonably required for its performance. then
Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter dillgently pursued to completion.
(b) Performance by Lessee on Behalf of Lessor In the event that neither Lessor nor Lender cures said breach within 30 days after receipt of said notice, or if
having commenced said cure they do not diligently pursue it to completion. then Lessee may elect to cure said breach at Lessee’s expense and offset from
Rent an amount equal to the greater of one month’s Base Rent or the Security Deposit. and to pay an excess of such expense under protest. reservmg
Lessee’s right to reimbursement from Lessor. Lessee shall document the cost of said cure and supply said documentation to Lessor.
14
Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exerctse of said power
(collectively “Condemnation”), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession. whichever
first occurs If more than 10% of the floor area of the Unit. or more than 25% of Lessee’s Reserved Parking Spaces, is taken by Condemnation, Lessee may,
at Lessee’s option. to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such
nottce. withm 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such
possession. If Lessee does not terminate this Lease in accordance with the foregomg. this Lease shall remain in full force and effect as to the portion of the
Premises remammg. except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation.
Condemnation awards and/or payments shall be the property of Lessor. whether such award shall be made as compensabon for diminution in v&e of the
leasehold. the value of the part taken. or for severance damages: provided, however, that Lessee shall be entitled to any compensation for Lessee’s
relocation expenses. loss of business goodwill and/or Trade Fixtures. without regard to whether or not this Lease is terminated pursuant to the prov~ons of
this Paragraph. All AIteratIons and Ubttty lnstallatwns made to the Premises by Lessee, for purposes of Condemnatton only. shall be considered the properly
of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of
the Condemnatnn. Lessor shall repair any damage to the Premises caused by such Condemnation.
15.
Brokera9.a Fees.
15.1
- In add&en ta the payments owed pursuant to Paragraph 1 10 above, and unless Lessor and the Brokers otheww agree m wrtM&ess~~ agrees #?a& (a) if Lesse&erers~esany @&en; (b)if Lessee acquires from Lessor any rights to the Premises or other premtses owned hy
Lessor and located wlthm the Prqect, (c) if Lessee remains m possession of the Premises. with the consent of Lessor. alter the exp~rabon 01 lhts Lease, or (d)
JEIas0Renl-aased~~~~~-~~ dal+pa)c-a--
-e-&Pm
15.3
Representations and Indemnities of Broker Relationships Lessee and Lessor each represent and warrant to the other that it has had no dealings with
any Person. firm. broker or finder (other than the Brokers. if anv) m connection with this Lease. and that no one other than said named Brokers is entit!ed to
any commission or fmder’s fee in connecbon herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless
from and agamst Ilability for compensatnn or charges which may be clalmed by any such unnamed broker, finder or other similar party by reason of any
dealings or actions of the Indemnifying Party, including any costs, expenses. attorneys’ fees reasonably incurred with respect thereto. ._
0 1998 - American Industrial Real Estate Association
Page9of13
REVISED FORM MTG-Z-11198E
(a) Each Party (as ‘Responding Party’) shall within 10 days after written notice from the other Party (the ‘Requesting Party”) execute. acknowledge and
dekver to the Requesbng Party a statement rn writing in form Similar to the then most current ‘Estoppel Certificate” form pubkshed by the Amencan
lndustnal Real Estate Associatron. plus such addrbonal informabon. confirmation and/or statements as may be reasonably requested by the Requeshng
Party
(b) If the Respondmg Party shall fail to execute or deliver the Estoppet Certificate withrn such 10 day penod. the Requeshng Party may
execute an Estoppel Certrficate stating that. (i) the Lease IS in full force and effect without modificakon except as may be represented by the Requestmg
Party. (ii) there are no uncured defaults rn the Requestmg Party’s performance, and (iii) if Lessor IS the Requesting Party. not more than one month’s rent has
been pard rn advance. Prospective purchasers and encumbrancers may rely upon the Requestmg Party’s Estopped Certifwxte. and the Responding Party
shall be estopped from denying the truth of the facts contarned in said Certificate.
(c) If Lessor desrres to finance. refinance, or sell the Premises. or any part thereof. Lessee and all Guarantors shall detwer to any
potentral lender or purchaser destgnated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not
Irmrted to Lessee’s financral statements for the past 3 years. All such financial statements shall be recerved by Lessor and such lender or purchaser I”
confidence and shall be used only for the purposes herern set forth.
17 Definition of Lessor. The term “Lessor” as used herein shalt mean the owner or owners at t,he time in question of the fee title to the Premises.
or. if thus is a sublease, of the Lessee’s Interest in the prior lease. In the event of a transfer of Lessor’s Tuttle or interest in lhe Premises or this Lease, Lessor
shall delwer to the transferee or assignee (in cash or by credit) any unusaci Security Deposrt held by Lessor Except as provided rn Paragraph 15. upon such
transfer or assignment and delivery of lhe Secunty Deposit, as aforesaid, the pnor Lessor shall be rekeved of all lrabilrty with respect to the obkgahons and/or
covenants under thus Lease ihereafter to be perlormed by the Lessor. Subtect to the foregorng. the oblrgatrons and/or covenanls rn thus Lease to be
performed by the Lessor shall be bindrng only upon the Lessor as heremabove defined. Notwithstandmg the above, and subfect to the provwons of
Paragraph 20 below. the ongrnal Lessor under thus Lease. and all subsequent holders of the Lessor’s Interest in thus Lease shall remarn lrable and responstble
wrth regard to the potential duties and liabrlibes of Lessor pertainrng to Hazardous Substances as outkned in Paragraph 6.2 above.
18. Severability. The invalidity of any prowsion of this Lease, as determmed by a court of competent lurisdiction. shall in no way affect the validity of
any other provision hereof.
19. Days. Unless otherwise specifically indicated to the contrary, the word “days’ as used in this Lease shall mean and refer to calendar days.
20. Limitation on Liability. Subleci b the provisions of Paragraph 17 above. the obligations of Lessor under this Lease shall not constitu!e personal
. obligations of Lessor, the individual partners of Lessor or its or their individual partners, directors. officers or shareholders, and Lessee shall look to the
Premrses. and to no other assets of Lessor, for the satrsfaction of any liability of Lessor with respect to thus Lease, and shall not seek recourse against the
rndivrdual partners of Lessor, or its or their mdwidual partners, drrectors. officers or shareholders, or any of therr personal assets for such satisfaction.
21. Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this
Lease
22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter
mentwned herern, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants
to the Brokers that it has made. and is relying solely upon, its own investigation as to the nature, quality, character and financral responsibility of the other
Party to thus Lease and as to the use. nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any
default or breach hereof by either Party The liability (Including court costs and attorneys’ fees), of any Broker with respect to negotiation, execution, delrvery
or performance by either Lessor or Lessee under this Lease or any amendment or modification hereto shall be limited to an amount up to the fee received by
such Broker pursuant to this Lease; provided, however. that the foregomg limitation on each Broker’s Ilability shall not be applrcable to any gross negligence
or willful misconduct of such Broker
23. Notices.
23.1 Notice Requirements. All notices required or permitted by this Lease or appkcable law shall be in writing and may be delwered in
person (by hand or by courter) or may be sent by regular. certified or registered mail or U.S Postal Service Express Mail. with postage prepaid, or by
facsrmile transmrssion. and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23 The addresses noted adlacent to a
Party’s signature on this Lease shall be that Party’s address for delivery or maikng of notices. Either Party may by written notrce to the other specrfy a
different address for notice. except that upon Lessee’s takmg possession of the Premrses. the Premises shall constitute Lessee’s address for nobce. A copy
of all nobces to Lessor shall be concurrently transmitted to such party or parbes at such addresses as Lessor may from time to time hereafter designate in
writing
23.2 Date of Notice Any notice sent by registered or certified mail. return receipt requested, shall be deemed given on the date of delrven/
shown on the receipt card, or if no delivery date is shown. the postmark thereon. If sent by regular mail the notice shall be deemed given 48 hours after the
same is addressed as requrred herem and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantee
next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Nobces transmitted by fanimlle transmlsslon or
srmilar means shall be deemed delivered upon telephone confirmation of recerpt (confirmation report from fax machine is sufficient), provided a copy is also
delivered via delivery or mail. If notice 18 received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.
24. Waivers No waiver by Lessor of the Default or Breach of any term, covenant or condrtion hereof by Lessee. shall be deemed a waiver of any other
term. covenant or conditwn hereof. or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof
Lessors consent to. or approval of. any act shalt not be deemed to render unnecessary the obtaming of Lessor’s consent to. or approval of. any subsequent
or srmrlar act by Lessee, or be construed as the basrs of an estoppel to enforce the provisron or provisions of this Lease requrring such consent. The
acceptance of Rent by Lessor shall not be a warver of any Default or Breach by Lessee Any payment by Lessee may be accepted by Lessor on account of
monies or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statemen!s
and/or condrtions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the trme of deposit of such payment
25 Disclosures Regarding The Nature of a Real Estate Agency Relationship.
(a) When entering into a drscussron with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the outset
understand what type of agency relationship or representation it has with the agent or agents in the transactron. Lessor and Lessee acknowledge berng
advised by the Bmkers in this transactron. as follows:
(0 Lessor’s Aaent. A Lessor’s agent under a listing agreement with the Lessor acts as the agent for the Lessor only. A Lessor%
agent or subagent has the following affirmative obligations Tp~th&essor: A fiduciary duty of utmost care. integrity. honesty. and loyalty in dealings with the
Lessor To-the Lessee and the Lessor a Drkgent exercise of reasonable skills and care in performance of the agent’s dubes. b. A duty of honest and farr
dealmg and good farm c. A duty to drsclose all facts known to the agent materially affechng the value or desirabrlrty of the property that are not known to. or
wrthin the drtrgent attenbon and observabon of. the Parties. An agent is not obligated to reveal to either Party any wnfidenbal mformation obtained from the other Party which does not rnvolve the affirm&we dubes sel forth above.
(ii) Lessee’s Aget-& An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the Lessor’s
agent. even if by agreement the agent may recerve compensation for servrces rendered, either rn full or in part from the Lessor. An agent acting only for a
Lessee has the following affirmative obligations. To the Lessee A fiduciary duty of utmost care, integrity, honesty. and loyalty in dealmgs with the Lessee
TQt&Les.see and the Lesser. a. Drlrgent exercise of reasonable skills and care in performance of the agents duties. b. A duty of honest and fair dealing
and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to. or withrn
the drlrgent attention and observation of. the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other
Party which does not mvolve the affirmative duties set forth above.
(Iii) Aoent Reptepantina Bow. A real estate agent. either acting directly or through one or more associate
Ikcenses. can legally be the agent of both the Lessor and Ihe Lessee in a transaction, but only with the knowledge and consent of both the Lessor and the
Lessee. In a dual agency situatron. the agent has the following affirmative obligations to both the Lessor and the Lessee: a. A fiducrary duty of utmost care.
rntegnty. honesty and loyalty in the dealings with &her Lessor or the Lessee. b. Other duties to the Lessor and the Lessee as stated above in $ubparagraphs
(i) or (k). In representing both Lessor and Lessee, the agent may not without the express permissron of the respective Party. disclose to the other Party that
the Lessor will accept renl rn an amount less than that indicated in the listing or that the Lessee is willing to pay a higher rent than that offered. The above
duties of the agent in a real estate transactron do not relreve a Lessor or Lessee from the responsibiltty to protect therr own interests. Le
should Carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is
&
r and Lessee
TV
” lifted
4k
i’ ,.
lniti mlials
Page 10of 13
0 1999 -American Industrial Real Estate Association REVISED FORM MTG-2.lIt98E , a
to adwse aboul real estate. If legal or tax advice is desired, consult a competent professional.
(b) Brokers have no resoonsibilitv wilh resoect to anv default or breach hereof bv either Partv The IiabMv lincludma cow costs and . . . - attorneys fees). of any Broker with respect lo any breach of duly. error or omission relating lo this Lease shall not exceed the fee received by such Broker
pursuanl to this Lease; provtded. however, that the foregoing limttation on each Broker’s liability shall not be appkcable lo any gross negligence or willful
misconduct of such Broker
(C) Buyer and Seller agree to identify to Brokers as “Confidential” any communtcation or lnformatton given Brokers that is constidered by such
Party lo be canfidenbal
26. No RI&t To Holdover. Lessee has no riit lo retain !gawesian of the Premises or any part thereof beyond he anpiratw~ M Lamirulicn of Uus
Lease In the event that Lessee holds over. then Ihe Base Rent shall be increased to 150% of the Base Rent applicable immadtately preceding the expwalion
or lermmatwn. Nothmg contained herem shall be conslrued as consent by Lessor lo any holding over by Lessee.
27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever powble. be cumulative wilh all other
remedies at law or in equity.
28. Covenants and Conditions; Construction of Agreement. All provisions of lhls Lease to be observed or performsd by Lessee are both
covenants and conditions. In construng this Lease, all headings and titles are for the convenience of the Parhes only and shall not be considered a parl of
this Lease. Whenever requwed by the context. the singular shall include the plural and vice versa. This Lease shall nol be construed as 11 prepared by one of
the Partwas. but rather according to its fair meaning as a whole. as if both Parbes had prepared it
29. Binding Effect; Choice of Law. This Lease shall be binding upon the parties, their personal representabves. successors and assigns and be
governed by the laws, of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated I” the
county in which the Premises are located.
30. Subordination; Attornment; Non-Disturbance.
30 1 Subordination. This Lease and any Option granted hereby shall be subjecl and subordmate to any ground lease. mortgage, deed of
trust. or other hypolhecabon or security device (collecttvely. “Security Device”). now or hereafter placed upon the Premises. lo any and all advances made
on the secunty thereof, and to all renewals. modifications. and extensums thereof. Lessee agrees that the holders of any such Security Deuces (in this
Lease together referred to as “Lender’) shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Any Lender may
elect to have lhis Lease and/or any Option granted hereby superi&to the lien of its Security Device by giving written notice thereof to Lessee, whereupon
. this Lease and such Opbons shall be deemed prior to such Security Device, notwithstanding the relative dales of the documentation or recordalion thereof
30 2 Attornment. Subject to the non-disturbance provisions of Paragraph 30.3, Lessee agrees to attorn to a Lender or any other party who
acquires ownership of the Premises by reason of a foreclosure of a Security Device, and that in the event of such foreclosure, such new owner shall not: (a)
be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership: (b) be subject lo any offsets or
defenses which Lessee might have against any prior lessor. (c)be bound by prepayment of more than one month’s rent. or(d) be kable for the return of any
security deposit paid lo any pnor lessor.
30 3 Non-Disturbance. With respect to Security Devices entered into by Lessor after the execufion of this Lease. Lessee’s subordinahon of
this Lease shall be subject lo receivmg a commercially reasonable non-disturbance agreement (a ‘Non-Disturbance AgreemenP) from the Lender which
Non-Disturbance Agreement pmvides that Lessee’s possession of the Premises. and this Lease. including any options to extend the term hereof, will not be
disturbed so long as Lessee is not in Breach hereof and attoms to the record owner of the Premises. Further. within 60 days after the execution of this
Lease. Lessor shall use Its commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing Security Dewce which
is secured by the Premises. In the event that Lessor 1s unable to provide the Non-Disturbance Agreement withm said 60 days. then Lessee may, at Lessee’s
option. directly contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance Agreement.
30.4 Self-Executing The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents;
provided, however. that upon written request from Lessor or a Lender in connecbon with a sale. financing or refinancmg of the Premises, Lessee and Lessor
shall execute such further wntings as may be reasonably required to separately document any subordinabon. attornment and/or Non-Disturbance Agreement
provided for herein.
31. Attorneys’ Faes. I(
shali nol be compuled an awafdanw w&h any oewl feect&w&le. kwl shall be SuGh as to ftrlly rewnburse all attemeys fees reasonaMy ~n+xrred In addition.
4zes.wF~~e~~lef~~~~a&waRd- ~-~wltand-wrlwIta~-iR~m
tkerewi(h,-whelher 8( net a legal aet+w -Ai with4 f%&ult er feesulbng Breach (9280-w a reasona& mii-tlmm per
-wn6e fercckl& servlsesand &.3nwJlaakenf;
32 Lessor’s Access; Showing Premises: Repairs. Lessor and Lessor’s agents shall have the right lo enter Ihe Premises at any time. in the case of
an emergency. and otherwise at reasonable times for the purpose of showing Ihe same to prospective purchasers. lenders. or tenants. and makmg such
alterations. repairs. improvements or additions to the Premises as Lessor may deem necessary. All such actintles shall be wdhout abatement of rent or
liabikty to Lessee. Lessor may at any time place on the Premtses any ordinary “For Sale” signs and Lessor may during the last 6 months of Ihe term hereof
place on the Premises any ordinary ‘For Lease” signs. Lessee may at any time place on the Premises any ordinary ‘For Sublease’ sign.
33. Auctions. Lessee shall not conduct. nor permit to be conducted. any auction upon the Premises without Lessor’s prior written consent. Lessor
shall not be obligated lo exercise any standard of reasonableness in determining whether to permit an auction
34. Signs. Except for ordinary “For Sublease” signs which may be placed only on the Premises, Lessee shall not place any sign upon the Project
without Lessor’s prior wtten consent. All signs musl comply with all Applicable Requirements.
35 Termination: Merger Unless specifically staled otherwise in writing by Lessor, the volunta~ or other surrender of this Lease by Lessee, the
mutual terminabon or cancellation herwf. or a termmalion hereof by Lessor for Breach by Lessee, shall automatically termmale any sublease or lesser estate
I” the Premises: provided. however. that Lessor may elect to continue any one or all existing subtenancies. Lessor’s failure within 10 days following any such
event to elect to the contrary by wntten notice to the holder of any such lesser interest. shall constitute Lessor’s election to have such event consMute Ihe
termmalion of such interest.
36. Consents. Except as otherwise provided herein, wherever in this Lease the consent of a Party IS required to an acl by or for the other Party. such
consent shall not be unreasonably withheld or delayed Lessor’s actual reasonable costs and expenses (Including but not limited to architects’. atlomeys’.
engineers’ and other consultanls’ fees) mcurred in the consideration of, or response to. a request by Lessee for any Lessor consent, including but not limited
to Consents to an ass!gnmenL a subletting or the presence or use of a Hazardous Substance. shall be paid by Lessee upon receipt of an invoice and
supporlmg documentabon therefor. Lessor’s consent to any act. awgnment or sublettmg shall not constitule an acknowledgment that no Default or Breach
by Lessee of this Lease exMs. nor shall such consent be deemed a waiver of any then exislmg Default or Breach, except as may be otherwise specifically
s&ted rn wribng by Lessor at the ttme of such consent. The fallure to specify hewn any parhcular conddmn lo Lessor’s consent shall not preclude the
lmposibon by Lessor at Ihe time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consenl
IS betng gwen In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such
determlnalion. the determinIng party shall furnish its reasons in writmg and m reasonable detail withm 10 business days following such request.
37. Guarantor.
37.1 Execution. The Guarantors. if any, shall each execute a guaranty in the form most recently published by the American Industrial Real Estate Association. and each such Guarantor shall have the same obligations as Lessee under this Lease. 37.2 Default II shall CorMMa a Default of the Lessee if any Guarantor fails or refuses. upon request to provide: (a)&idence of the execution of the guaranty. including the authority of the party signtng on Guarantor’s behalf lo obligate Guarantor. and in the case of a corporate Guarantor. a
certified copy of a reSoluIion of lls board of directors authorlzing the making of such guaranty. (b) currenl financml statements. (c) an E&p
(d) written confrmation that the guaranty is still m effect.
,~erlifica~e. or
e
:’ !Lf /T
lhiti b
Q 1998 -American Industrial Real Estate Association
Page 11 of 13
REVISED FORM MTG-2.11/98E
I3
38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and prowsions on Lessee’s pert
to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enloyment of the Premises dunng the term hereof.
39 Options If Lessee IS granted an option, as defined below, then the following provisions shall apply.
39.1 Definition. “Option” shall mean: (a) the nght to extend the term of or renew this Lease or to extend or renew any lease that Lessee has
on other property of Lessor, (b) the right of lirst refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase or the
right of fwst refusal to purchase the Premises or other property of Lessor.
39.2 Options Personal To Orif#nal Lossae. Any Qpbon granted to Lessee to this Lease is personal to the orfinal Lessee. and cannot be
asslgned or exercised by anyone other than said onginal Lessee and only while the origmal Lessee IS in full possesslo” of the Premises and, if requested by
Lessor, wth Lessee certifying that Lessee has no intenbon of thereafter assigning or sublettmg.
39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised
unless the prior Options have been validly exerased.
39.4 Effect of Default on Options.
(a) Lessee shall have no right to exercise an Option: (i) during the period commencmg with the giving of any notlce of Default and
conlmuing until sand Default is cured. (ii) during the period of time any Rent 1s unpaid (without regard to whether notice thereof IS gwen Lessee), (iit) during the
time Lessee is in Breach of this Lease. or (iv) in the event that Lessee has been given 3 or more notices of separate Default. whether or not the OefauNs are
cured. during the 12 month period immedtately precedmg the exercise of the Option.
(b) The period of time within which an Optlon may be exercised shall nol be extended or enlarged hy reason of Lessee’s mahlltly to
exercise an Opbon because of the provisions of Paragraph 39.4(a).
(c) An Option shall terminate and be of no further force or effect. nohvithstanding Lessee’s due and timely exerctse of the Option, if. after
such exerase and prior to the commencement of the extended term. (i) Lessee fails to pay Rent for a period of 30 days after such Rent becomes due (wthout
any necessity of Lessor to gwe notice thereof), (ii) Lessor gives to Lessee 3 or more nobces of separate Default dunng any 12 month period. whether or not
the Defaults are cured, or (iii) if Lessee commits a Breach of this Lease.
40. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard serwce or other
security measures. and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protectlo” of the
Premises. Lessee, its agents and invitees and their properly from the acts of third parties.
41. Reservations. Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor
deems necessary, (ii) to cause the recordation of parcel maps and restrictions, and (iii) to create and/or Install new utility raceways. so long as such
easements, nghts. dedications. maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premfses by Lessee. Lessee agrees
to s!gn any documents reasonably requested by Lessor to effectuate such rights.
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 the other under the
provisions hereof, the Party against whom the obligation to pay the money 8s asserted shall have the right to make payment ‘under protest” and such
payment shall not be regarded as a voluntary payment and there shall surwe the right on the part of said Party to institute suit for recovery of 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 thereof. said Party shall be entltled to recover such
sum or so much thereof as it was not legally requwed to pay.
43 Authority. If either Party hereto is a corporation, trust. limited liability company. partnership, or similar entity, each individual executing this Lease
on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each party shall, within 30
days after request, dekver to the other party satisfactory evidence of such authority.
44. Conflict Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions shall be controlled by the
typewritten or handwritten provisions.
45 Offer. Preparation of this Lease by either party or their agent and submission of same to the other Party shall not be deemed an offer to lease to
the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto.
46. Amendments. This Lease may be modified only in writing. signed by the Parties in interest at the time of the modification. As long as they do not
materially change Lessee’s obligations hereunder, Lessee agrees to make such reasonable non-monetary mcdificabons to this Lease as may be reasonably
required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises.
47. Multiple Patties. If more than one person or entity is named herein as either Lessor or Lessee, such mulbple Parties shall have joint and several
responsibility to comply with the terms of this Lease.
46. Waiver of Jury Trial. The Parties hereby waive their respective rights to trial by jury in any action or proceeding mvolving the Property or arising
out of this Agreement.
49. Mediation and Arbitration of Disputes An Addendum requiring the Mediation and/or the Arbitratton of all disputes between the Parhes and/or
Brokers arising out of this Lease 0 is q IS not attached to this Lease.
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY
THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTfES HEREBY AGREE THAT, AT
THE TIME THtS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND
PURPOSE OF LESSOR AND LESSEE WlTH RESPECT TO THE PREMISES.
ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY
ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHtCH
IT RELATES. THE PARTIES ARE URGED TO:
1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THtS LEASE.
2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION
SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE
STRUCTURAL INTEGRITY. THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WfTH THE AMERICANS WlTH
DlSABlLlTtES ACT AND THE SUtTABlLtTY OF THE PREMISES FOR LESSEE’S INTENDED USE.
WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE
REVISED TO COMPLY WfTH THE LAWS OF THE STATE IN WHtCH THE PREMISES ARE LOCATED.
The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures.
Executed at: -Jsci&&-D L+&-pm Executed at:
0”’ ~.~~-~~-~~- ---.-+*-- t!’ /I on: - ~-
By LESSOR: By LESSEE:
FLETA b SAN GAL TRUST DBA: PALOMAR # 46. CITY BF CARLSBAD , ,J .
W,: I [i /&;kAM H .,x By: : >&! ‘i/ ‘,;I;<’ -& If // /
_~ -~
Title: -.EXECUTIVE VICE PR_ESIDENT. Title:
N=vp~~y~,‘$Aw&fy~‘~ _ CLyWT A. fKY;~R
WC als
Page12of13 ,d -
America” Industrial Real Estate Association REVISED FORM MTG-2.lll99E
BY
Name Printed
Title
Address:
By:
SANDY WATSON Name Printed:
PROPERTY MANAGER Title:
5431 AVENIDA ENCINAS STE. E Address: 2075 CORTE DEL NOGAL SUITE Q
CARLSBAD, CA 92008 CARLSRAU, CA 92009
Telephone (760)
Facsimile: (7 6 0)
Federal ID No.
438-9200 Telephone: ( ) .
438-5964 Facsimile: ( )
~~_ ~-33-0436514 Federal ID No. .~
These forms are often modified to meet changing requirements of law and needs of the industry. Always write or call to make sure you are
utilizing the most current form: American Industrial Real Estate Association, 700 South Flower Street. Suite 600. Los Angeles, CA 90017. (213)
687-6777.
(c)Copyright 1996 By American Industrial Real Estate Association.
All rights reserved.
No part of these works may be reproduced In any form without permission in writing.
-id- Initial <
0 1996 - American Industrial Real Estate Association
Page 130f 13
REVISED
/. ,; ’ / l& I itiats
FORM MTG-2-lll96E
12
Paragraph 50 Addendum
RENTAL SCHEDULE
This RENTAL SCHEDULE is attached to and made part of that certain Real
Estate Lcasc (the “Lcasc”) DATED JULY 16, 2001, bctwccn PLETA & SAN GAL
TRUST Dba: PALOMAR #46 as Lessor and CITY OF CARLSBAD as Lcsscc,
covering the Property commonly known as 2075 CORTE DEL NOGAL, SUIXQ
CARLSBAD. CALIFORNIA 92009. The terms used in this document shall IXIVC tllc
same definitions as set forth in the Lease.
DATE BASE RENT CAM TOTAL RENT
ll/Ol/Ol-10/31/02 %l,S4S.O0 $144.00 $1,689.00
11/01/02-10/31/03 %1,648.00 $144.00 $1,792.00
CAM CHARGES
CAM CHARGES ARE CAPPED DURING THE ENTIRE LEASE TERM.
TAXES & INSURANCE
TENANT WILL =BE RESPONSIBLE FOR HIS PRO RATA SHARE OF
INCREASES IN TAXES AND INSURANCE BEYOND THE BASE YEAR.
ACCEPTED:
LESSOR: LESSEE:
PLETA & SAN GAL TRUST
Dba: PALOMAR #46
ITS: “Special Trustee” to San Gal
& Pleta Trust
CITY OF CARLSBAD
// A
BY: ,/$gL$&~ ”
ITS: ,h Pt\lb,R
BY:
Paragraph 51
ADDENDUM
PALOMAR #46
SIGN CRITERIA
1. SIGN CRITERIA
This criteria establishes the uniform policies for all Tenant sign
identification within PALOMAR #4G BUSINESS PARR. This criteria has
been established for the purpose of maintaining the overall appearance of
the Park. Conformance is strictly enforced. Any sign instnllcci that does
not conform, unless agreed upon by Landlord, will be brought to conformity
at the expense of the Tenant.
A. General ReauiremenQ
1. The Tenant shall pay for lettering and installation.
2. Landlord shall approve all copy/or logo design prior to
installation of sign.
3. Landlord shall direct placement of all Tenant signs and
method of attaching to building.
4. Tenant shall be responsible for the fulfillment of all
requirements of this criteria.
B. General Svecifications
1 The sign’s dimensions shall be 12” high by 4 feet wide.
2. Tenant shall be allowed one sign regardless of size of suite.
3. All lettering shall be white and a maximum of 4” in height.
4. No electrical or audible sign’s shall be allowed.
5. Upon expiration of Lease, Tenant shall remove sign insert
only.
6. Except as provided herein, no advertising placards, banners,
pennants, names, insignia, trademarks, or other descriptive
material shall be affixed or maintained on any automated
machine, glass panes of the building, landscaped area, streets,
or parking area.
2, Signage is at Tenant’s expense. The estimated cost $200.00
plus installation. Please contact Sian’s on Time 1431-1051)
Standard Tenant I.D. sign-Multi-Tenant
Size: 12” x 4’
Material: Redwood or Western Red Cedar
Letter Height: 4” maximum, no more than 6 words.
Color: Determined by building colors- any change needs
approval of Landlord.
Hardware: Primed and enameled to withstand rust.
Mounting: Concrete wall mounting.
.
I7
Addendum
Paragraph 52
OUTSIDE STORAGE
REPAIRS I REPLACEMENT
AND GLASS
This Outside Storage, Repairs/Replacement and Glass Section is attached to and made part of that certain real cstatc Lcasc (the “Lcasc”) dated JULY 16, 2001
between PLETA & SAN GAL TRUST Dba: PALOMAR #46 as Lessor, and ClTY
OF CARLSBAD as Lessee, covering Property commonly known as 2075 CORTE DEL
NOGAL. SUITE Q, CARLSBAD. CALIFORNIA, 92009.. The temls used in this
document shall have the same definitions as set forth in the Lcasc.
OUTSIDE STORAGE
Lessee hereby grants permission to Lessor to tow away and store, at Lessee’s
expense, all automobiles or motor vchiclcs belonging to Lcsscc or its cmployccs or
customers, which remain in the common parking area for more than 48 consecutive
hours. No automobiles or motor vehicles shall bc parked or left unattcndcd in any part of
the common area or services yard not striped or designated for common arca. Any
materials, supplies, equipment or machinery outside the premises, whether in the open or
in tanks, bins or other container devices, shall not obstruct parking or common areas.
REPAIRS AND/OR REPLACEMENT.
Lessee shall, at its sole cost, keep and maintain the Leased Premises and
appurtances and every part thereof (excepting exterior walls and roofs which Lessor
agrees to repair unless damage is caused by Lessee or Lessee’s agents or invitees),
including but not limited to windows, skylights, doors and store front, floors, carpeting,
ceilings, interior walls of the Leased premises, heating, ventilation, air conditioning,
plumbing, electrical in good and sanitary order, condition and repair and shall repair or
replace any asphalt paving damaged by Lessee or Lessee’s agents or invitces.
GLASS.
Lessor shall replace, at the expense of the Lessee any and all plate and other glass
damaged or broken from any cause whatsoever that is part of the Leased Premises, or
Lessee may, at its option, replace such glass at its expense provided Lessee receives approval from Lessor to perform this repair.
LESSOR: LESSEE:
PLETA & SAN GAL TRUST Dba: PALOMAR #46
CITY OF CARLSBAD / _’
BY: /
Willia~H.‘Adhir
ITS: “Special Trustee” to
San Gal & Pleta Trust ITS: /clgVn R
Addendum Paragraph 53
RULES AND REGULATIONS
I.
2.
3.
4.
5.
6.
7.
8.
9.
IO
II
No sign, placard, pictures, advertisement, name or notices shall bc inscribed. displayed or printed or affixed on or to any part of the outside or inside of the Building without the written
consent of Lessor and Lessor shall have the right to remove any such sign, placard, picture, advertisement, name or notice without notice to and at the expense of the Lessee.
All approved signs or lettering on doors shall be printed, painted, affixed or inscribed at the
expense of Lessee by a person approved of by Lessor. Lessee shall not place anything or
allow anything to be placed near the glass of any window, door, partition or wall which may
appear unsightly from outside the Premises as determined by Lessor: provided, however, Lessor may rcquirc a Building Standard window covering at all cxtcrior windows. Lcsscc
shall not, without prior written consent of Lessor, sunscreen any window.
The sidewalks, exits, cntranccs, shall not bc obstructed by any of the Lcssccs. or used by
them for any purpose other than for ingress and cgrcss from their rcspcctivc Prcmiscs.
Lessee shall not alter any lock or install any new or additional locks or any bolts on any doors
or windows of the Premises. U)t &!lOt& N ?r Lo< Li)t’t kerl CO’)& 0 F @U LGsSO<
The toilet rooms, urinal, wash bowls and other apparatus shall not be used for any purpose
other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein and the expense of any breakage, stoppage, or damage
resulting from the violation of this rule shall be borne by the Lessee whom or whose
employees or invitees shall have caused it.
Lessee shall not in any way deface the Premises or any part thereof.
Lessee shall not use, keep or permit to be used or kept any foul or noxious gas or substance in
the Premises, or permit or suffer the Premises to be occupied or used in a manner offensive or
objectionable to the Lessor or other occupants of the Building by reason of noise, odors,
and/or vibrations or interfere in any way with other Lessees or those having business therein
nor shall any animals of any kind be brought in or kept in or about the Premises or Building.
Lessee shall not use or keep in the Premises or the Building any keroscnc gasoline or
inflammable or combustible fluid or material, or USC any method of heating or air
conditioning other than that supplied by Lessor.
Lessor reserves the right to exclude or expel from the premises any person who, in the
judgcmcnt of Lessor, is intoxicated or under the influcncc of liquor or drugs. or who shall in
any manner do any act in violation of any thcsc Kulcs and I@rlations.
No vending machine or machines of any description shall be installed, maintained or opcratcd
upon the Premises without the written consent of the Lessor.
Lessor shall have the right, exercisable without notice and without liability to Lessor, to
change the name and street address of the Building of which the Premises are a part.
Lessee shall not disturb, solicit, canvas any occupant of the Building and shall cooperate to
prevent same.
Initial fi
,& hiti:!
,“lp& : J j, ,, lnilial-
Addendum
Paragraph 53
(continued)
RULES AND REGULATIONS
(continued)
12. Without the written consent of Lessor, Lessee shall not use the name of the Building in
connection with or in promoting or advertising the business of Lessee except as Lessee’s
address.
13. All garbage and refuse shall be placed by Lessees in containers.
14.
I5
I6
17.
18.
19.
20.
21.
22.
No aerial or antenna shall be erected on roof or exterior walls of the Leased Premises, or on
the grounds without, in each instance, the written consent of Lessor first being obtained. Any
aerial or antenna so installed without such written consent shall be subject to removal by
Lessor at any time without notice.
No loud speakers, television, phonographs, radios or other dcviccs shall bc used in a manner so as to be heard or seen outside of the Leased Premises.
The outside areas immediately adjoining the Leased Premises shall be kept clean and fret and
clear of dirt and rubbish by Lessee, to the satisfaction of the Lessor, and Lessee shall not
place or permit any obstruction or materials in such areas. No exterior storage shall be
allowed including, without limitation, the storage of motor vehicles, trucks, boats, trailers,
pallets, drums, or equipment of any kind or nature, without the permission in writing from
Lessor.
Lessee shall use at Lessee’s cost such pest extermination contractor as Lessor may direct and
at such intervals as Lessor may require.
Lessee shall not bum any trash or garbage of any kind in or about the Leased Premises or the
Project.
No residential use, including residing, sleeping or cooking is permitted on the Premises or
anywhere on the Project.
No animals of any type, including, without limiting the generality of the foregoing, pets,
guard dogs, exotic animals, reptiles or birds, are permitted on the Premises or anywhere on
the Project.
Lessor reserves the right, by written notice to Lessee, to rescind, alter or waive any rule or
regulation at any time prescribed for the Building when, in Lcssor’sjutlgcmcnt. i[ is
ncccssary, dcsirablc or proper for the best inlcrcst of the Building and its Lcssccs.
The trash dumpsters in the common area are designed for ofice and light waste only. if a
Lessee is a heavier generator of trash, it is the responsibility of the Lessee to contract directly
with a trash disposal company for a dumpster and trash pickup. Under no circumstances.are contractors allowed to place construction debris in any dumpster in the park. /
Addendum
Paragraph 54
LESSEE IMPROVEMENTS
Project: PALOMAR #46 DATE: 07/l 6/01
Lessee: CITY OF CARLSBAD
Address: 2075 CORTE DEL NOGAL, SUITIS Q
QUALITY AND/OR SIZE
HEIGHT, LENGTH, ETC.
ITEM:
Standard Improvements ONLY X
I_ Standard Improvements PLUS Those Shown Below (see “Other” for details):
DOORS:
FLOOR COVERING
PLUMBING:
LIGHTS:
SWITCHES:
- A/C -OR- VENT FAN
WATER HEATER:
PAINTING:
OTHER:
UNLESS OTHERWISE STATED, THE IMPROVEMENTS LISTED ABOVE WILL BE FINAL. ANY
ADDITIONS WILL BE PAID FOR BY ‘I’IIE LISSSEE.
Initial
+-
Initial
/. / ,’ ! ,
hit+ _ & Initial”
Paragraph 55
Addendum
PALOMAR #46
LOCATED AT 2075 CORTE DEL NOGAL,
CARLSBAD, CALIFORNIA
Welcome to PALOMAR #46! To insure that your move goes smoothly, WC have
collected a list of services you may find useful. Plcasc contact your insurance agent and
give him/her a copy of your Lease. You must have public liability insurance, ner vour
Lease. Please have vour Insurance Agent forward a copy of your insurance to
pronertv manapement office 5431 Avenida Encinas, Suite E. Carlsbad, Ca 92008
At your earliest convenience please contact SDG&E to nlace Electrical Service in vour
Company’s name.
Leasing Offtce: Ocean Point Tech Centre
Sandy Watson, Property Manager
(760) 438-9200
(760) 438-5964 (fax)
Make Rent Checks Payable To: PALOMAR #46
Send Rent checks To: Gildred Development Company
550 West “C” St. Suite 1820
San Diego, CA 92101-3509
Electricity: SDG&E
l-800-411-7343
Telephone: Pacific Bell
l-(800)-310-2355
Police/Fire: 911
Business License 1200 Elm Ave.,
Carlsbad,CA
(760) 434-2882
Post Oftice
lniti
hi
+
2772 Roosevelt Street:
Carlsbad, CA
I-800-275-8777
/ .. ;.’
&
,, Q $
.
PARK MAP
EXHIBIT 56
PALOMAR 46
2075.CORTE DEL NOGAL, CARLSBAD CA.
I I I I 1 1 I
1
I
CT
-
-
-
INTERSTATE 5
P 3i
Er
3 CAMINO VIDA ROBLE
I EL CAMINO RI iL