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HomeMy WebLinkAbout1983-08-02; City Council; Resolution 7309. 1 2 3 4 5 6 7 E! 9 1c 11 12 13 14 1: 1E 17 1€ 19 2c 21 22 23 24 25 26 27 28 0 RESOLUTION NO. 7309 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING A LEASE AGREEMENT BETWEEN THE CITY OF CARLSBAD AND PALOMAR 910 ASSOCIATES, LTD. BE IT RESOLVED by the City Council of the City of Carlsbad as follows: 1. That a certain agreement between the City of Carlsbad and Palomar 910 Associates, L.T.D., a copy of which is attached hereto marked Exhibit "A" and incorporated herein by reference, is hereby approved. 2. That the Mayor of the City of Carlsbad is hereby authorized and directed to execute a lease, a copy of which is attached hereto marked Exhibit "A" for and on behalf of the City of Carls bad. PASSED, APPROVED AND ADOPTED by the City Council of Carlsbad at a regular meeting held on the 2nd day of August , 1983, by the following vote, to wit: AYES: NOES: None Council MerhrS Ca~kr, LRwiS, Kulchin, Chick, and PreSatt ABSENT: None %?Lcf i/ &4LL/ MARY H. FASLER, Mayor ATTEST: ALEMA L. RM TEPdKRANZFCity Clerk YWEN R. KI."?Z, Deputy City Clerk ( SEAL) STANDARD FORM MULTIPLE OCCUPANCY LEASE . PALOMAR 910 ASSOCIATES, LTD. ............................... Lessor : 1. 3 .... CITY OF CARLSBAD Lessee .......................................... c .. ......................... ..................... Dated OLI of ... July. .! 3.9. .1. 98.3. y. .................... ......... ........................................... - ... A. DEF~NED TERMS. EXHIBITS, TABLE OF CONTENTS, PREMISES, COMMON AREAS. 1. Defined 'I'errns. Each reference in this Lease to any of the following titles shall incorporate the data stated for that title: Other tenns are as defined in the Lease. PALOMAR .............................. 91b ASSOCIATES, LTD. Landlord: ~. ........... .r. .. ... ............. ....... .... a .................................................................................... CITY ............................... OF CARLSBAD Tenant: ................. ..... .... .............. ... a ................................................................................... L- . Building Location : StreetAddress: 6351 Yarr%w Drive; Suite c City: Car 1 sbad - County: San Diego State: California C. Tenant'sFloorSpaceApproximately 5,760 sq. ft. Total Rentable Floor -- Space: 4 2 , 4 8 0 s q . f t . . ' Term:.. , .?. . , . . years. , - Fixed Rent:- ?,E E . Oct. l', 1983 - Sept. 30, 1984 , $2,000 per month Oct. 1, 1984 - Sept. 30, 1985 $2,150 per month Oct. 1 1985 - Sept. 30, 1986 $2,450 per month Tenant's Share of Operating Expenses: ... 0. ... d. i Tenant's Share of Impositions: .. 0. ... .%. . Tenant's Share of Insurance Expenses: 0. .... %. . Scheduled Term Commencement Date: Oct . 1 , 1983 Liability Insurance Amounts: Bodily injury per person: $500,000 Bodily Injury per occurrence: 4 $1 , 000,000 Property Damage: 500,O.OO Boiler Insurance: , 500,000 1 - ',. 2. Landlord's Address: 1660 Hotel C.ircle North, Suite 216 San Diego, Ca. 92108 ......................... .-Std .................. .........,.. .................................. Tenant's Address: . 1200 ~1~ Street , Carlsbad , Ca. ' 92008 .... .... i,. ............. street ..................... .,." ............................. Any lawful uses consistant with the Declaration of Covenants and Restrictions Permitted Uses: Declaration of Covenants and Restrictions: Recorded: . .October. l.9. . !??A ?, Atnended .February 25, 1977 and May 23 , 1977 copy delivered to tenant Table of Contents. A. B. C. D. E. F. c;. ci . I. J. K. I .. Defined Terms;'Exhil,its, Table of Contents, Premises, Common Areas ............. Term .............................................................................. Landlord's, Improvements .................. : ................................... - Rent .................. .............................................. Inipositions ........ .................................................. .... ...................................................... Insurance i ............. .......... Repairs, Maintenance, Akx$ons. Operating Expenses ........ .' ..... i .. Tenant's Fixtures and Personal Property ........................................... Utilities mid Boundaries ........................... .......................... Use of Premises ......................... 1hiii;ige or Destruction Eminent Domain ......... ..................................... ................................... .. ......................................................... ........ Page -1 3 5 5 8 7 8 9 9 10 10 11 - .............................................. .......................... 12 XI. l~l*f;llll~ : N. Assiprillelit and Suliletting ........................................................ . P. Notices ...................................................................... 16 Q. Miscellniieous , .................................. _. ..................... 1.7 14 0. Offset Statement, Attornment and Subordination .................................... 16 18 R. Siiccessors Bound .................................................. 2 The following reference thereto. Exhibits are attached to this Lease after the signatures and are incorporated herein by Description: Exhibit A - Tenant’s Floor Plan. 3. Premises. Landlord hereby leases to Tenant, subject to and with the benefit of the provisions of this Lease, Tenant’s Floor Space (“Deinised Premises”) in the Building extending from the top surface of subfloor to the bottom surface of ceilings above but esclriding the common stairways, stairwells, hallways, accessways, and pipes, ducts, conduits. wires and appurtenant fixtures serving exclusively or in common other parts of the Building, and if Tenant’s Floor Space includes less than the entire rentable area of any floor: excluding also the remainder of the Floor Common Area. b 4. Common Areas. Tenant shall have, as appurtenant to the Demised Premises, rights to use in common, subject to reason- able rules from time to time mde by Landlord of which Tenant is given notice: . 5. .. (a) Building Common Areas. The common stairways and accessways, loading docks and platforms and any passageways thereto, and the common pipes, ducts, conduits, wires and appurtenant equipment sening the Demised Premises; (b) Floor Common Area If the Demised Premises inclilde less than the entire rentable area of any floor, the common lobbies, hallways, toilets and other common facilities; and (c) Land Common Area. Common walkways, sidewalks, and driveways necessary for access to the Building and parking spaces or area from time $0 time maintained on the real property upon which the Building is located (“Lot”) and to the extent from time to time arranged by Landlord, on adjacent real property. - Lundlords Reserved Rights in Continon Areus. Landlord reserves the right from time to time, without unreasonable interference with Tenant’s use: (a) Buikling Changes. LTo install, use, maintain, repair and replace- pipes, ducts, conduits, wires and appurtenant meters ;id equipment for service to other parts of the Building above the ceiling sur- faces, below the floor surfaces, within the walls and in the central core areas, and to relocate any pipes, ducts, conduits, wires ad appurteniint meters and equipment included in the Demised Premises which are so located or located elsewhere outside the Demised Premises; (11) Botctitlar!l Changes. To change the lines of the Lot; (c) Facility Clwnges. To alter or relocate any other common facility; provided. however, that sub- stitutions are substantially et~uivalent or better in quality. 3 . .- ’. .. ., all have prepared find plans and specifi iinary Plans, which need not include wc luns mid then, when prepared, Filial Pla sible from the date hereof, subject, ho ration as a result of requests by Tena II (10) days after delivery of the Fi on. any corrections or changes nece iiiiarv Phis. except that Tenant ma Plaits. Failure to deliver to Landlor ) day period shnll constitute appr Phis, both parties shall endorse lay 1)e iiiade only ill :iccordaiice 2. Construction. shall be ready for occupancy, as de 1 Section B-5, hy Tenant . inencement Date; provided, however. 3. Fciifrrre to Complete Construction. extended pursuant to Srction B-2, the sole re by the delivery to the ;itither party of writt shall be the option to tenninate this Lease 4. ChnnEcs in Plmu. vst chniiges in Phis, which re .implenient such change inc Idandlord either for sa for ;i proportionate in reviewing, proce 4 \ ' : " .. a. . .' \ Quality of Construction. manner and in compliance with all f governmental authority and of the party shall be bound.by its Con-' ruction Representative by giving written notice to the other party. 8. Early Entry. . dlord, Tenant may at an tall such trade fixtures ) Tenant's early entry s Tenant shall execute andlord; (iii) Tenant hall pay utility charg ises for storage of i en consent oi Landlord. C. TERM. 1. Commencement of Term. The term of this Lease shall commence upon h-ediestd+heCdWng&& October 1 , 1933 and shall terminate September 30, 1986. fefSeke~~~~~~rrr€~~e~~~e,~~~ke~~~: 4bJ -Tkedab~s&~h&3 .Demisdf-redses +we ~-f&4hupmey,-a+.&-f&kM~ €3-5- dXW+QF _Cs~~d3t9~urhick~g~~~se~~s-~~~~~-orr-~E)eRti~Prerrtisesrui~ bftR$ledpwitterrtonstnt: .i D. RENT. 1. Fixed Rent. Tenant shall pay the Fixed Rent to Landlord in advance upon the first day of each calendar quarter of the Term, at Landlords address or at such other place designated' by Landlord in a notice to Tenant, without any prior demand therefor and without any deduction or setoff whatsoever. If the Term shall commence and end on a day other than the. first day of a calendar quarter, then Tenant shall pay, upon the commencement date of the Tcm or first day of the last calendar quarter, a prorah portion of the Fixed Rent described in the foregoing paragraph, prorated oil a per diem basis. with respect to the portions of the fractional calendar quarter included in the Term. . L. Deposit. Upon execut.ion of this lease, the existing $1,836.44 deposit under the preceding 1932-1983 lease? shall be increased $163.56 to a total of $2,000. This deposit.wi11 not be used as payment for Sept., 1953 rent, but shall be assigned over to this lease for payment against the last month's rent of this lease. On Oct. 1, 1984 and on Oct.. 1, 1985, this deposit shall be increased to $2,150 and to $2,450, respectively. 5 . . ” 3. Interest. If any installmcnt of Rent is not paid promptly when due, it shall bear interest at the lower rate of either ten percent (10%) or the maximum rate permittedby law, from the date on which it is due until the date on which it is paid regarclless of whether or not a notice of default or notice of termination has been- given by . Landlord. This provision shall not relieve Tenant from payment of Rent at the time and in the ninnner herein specified. E. IMPOSITIONS. 3. Limitation. Nothing contnincd in this I,ease shall require Tenant to pay any franchise, corporate, estate, inheritance, succession, transfer tax of I,andIord, or any income, profits or revenue tax or charge, upon the net income of Landlord; provided, however, that if at any time during the Termi under the laws of the United States GOV- ernment or the state in which the 1)emised Premises are located, or any political subdivision thereof, a tax or excise on rent, or any other tax however described, is levicd or assessed by any such political body against Liuidlord on account of rentds pay;tble to Landlord, Tenant shall pay one hundred percent (lW%) of any said tax or excise on rent ns Additiond Rcnt. , . . 4. Personal Propert!) Taxes. Tenant shalI pay or cause to I)e p:iid, prior tu delinquency, any and all taxes and assessments levied won all trade fixtures, inventorirs‘;ind othrr personal property placed in and upon the Demised Premises by Tqnant.. . ‘ 0 0 F. lNS1MASCE. 1. Fitc trnd Extentlctl Cci~rc~p*. During tht. Ttmi I,andlord shall procure and maintain in full force and effect with respect to the BuiIding, a policy or policies of fire insurance with extended coverage endorsement attached, inchding vandalism and ~nalicious inischief coverage. :iid airy cither endorsements required by the holder of any fee or leasehold 1110rtgqe in an ;tinoiint eqmil to tint. hundred percent ( 100%) of the full insurance replacement value (replace- nwnt cost irew. iiditcling debris rc.niovill. uiid demolition ) thereof. .. &wVe*4a@tff-*&t&-- .- 2. Piihiic Liahilit!y. Tenant shall. at its own cost and expense, keep and maintain in full force during the Term, a policy or policies of comlirehensive public liability insurance, written by 'an insurance company approved by Landlord in the fonn custoniluy to the locality, insuring Tenant's activities with respect to the Demised Premises against loss. dnmnge or liability for persmial injury or death of any person or loss or damage to property occu~hg in, tipon or about the Demised Premises in amounts of not less than those set forth in Section A-1 hereinabove for injury or death of any one perstin, for injury or de& of all persons in any one occurrence, and for propew damage and for damage from boiler, if applicable; provided, however, that if At any time during the Term, Tenant shall have in full force and effect ;1 blanket policy of public IiahiIity insurance with the same coverage for the Demised Prrrnises as described above. as well as coverage of other premises and properties of Tenant, or in which Tenant has some interest, such blanket insurance shall satisfy the requirement hereof. . . 3. Rental Abatement Insurance. €4-kdbw .. . . .. *- .. aE tbdhxrk 4. Insurunce Certificates. . Tenant shall furnish to Landlord, upori the date of commencement of this Lease and thereafter within thirty (30) days prior to the expiration of each such policy, a certificate of insurance issued by the insurance carrier of each policy of insurance carried by Tenant pursuant hercto. Said certificates shall exptessly provide that such policies shall not be c~ncrlliil~le or subject to reduction of coverage or otherwise be subject to modificition except after thirty (30) day's prior written notice to the parties named as insureds in this See- tion F-4. LandIord, its successors and assigns, and any nominee of Landlord holding any interest in the Demised Premises, including, without limitation, any ground lessor and the holder of any fee or leasehold mortgage, shall be named as insurcds under each such policy of insurance Inaintained by Tenant pursuant to this Lease. i '. 5. Tenant's Failtire. . . If Tenant fails to maint9in any insurance required in this Lease, Tenant shalt be liable for any loss or cost restilting from said failure. This section F-5 shall not be deemed to be a waiver of any of Landlord's rights and remedies under any other section of this Lease. 6. Waioer of Suhrogution. Any policy or policies of fire, extended coverage or similar &ualty insurance, which either party ol)tairis in. connection with thc Deiiiised Premises shall iiiclude a clause or endorseinent denying the insurer niiy rights of subrogation against the other party to the extent rights have heen waived by the iiisured prior to the occurrence of injury or loss. Landlord and Tenant waive any rights of recovery ngainst the other for injury or loss dtic to hazards covered by insurance containing such a waiver of subrogation clause or endorse- ment to the extent of the iiijury or loss covered thereby. 7. Tenant’s Fixtures. ‘ Tenant shall assume the risk of damage to any fixtures which remain the property of Tenant or as to which Tenant retains the right of renioval from the Demised Premises. 8. Itideainificution of Lundlord. Tenant shall indemnify and liold LaildIord :uid the Demised Premises .harmless from and against (i) any and all liability, penalties, losses, dainnges, costs and expenses. demands, causes of action, claims or judgments arising froin or growing out of any injury to any persoii or persons or any damage to any property its a result of any ncciderit or other occurrence during the term of this Lease occasioned by any act or omis- sion of the Tenant, its officers, employees, agents, serv;li>ts, suhtenaiits. concessionnaires, licensees, contractors, invitees or permittees, or nrising from or growing out of the use, maintenance, occupation or operation of the Demised Premises during the term of this Lease, and (ii) from and against all legal costs and charges, including reason:il,le attorneys’ fees, incurred in ad about any of swli matters and the defense of any action arising out of the same or in discharging the Demised Premises or any part thereof from any and all liens, charges or judgments which may accrue or be placed thereon by reason of any act or omission of the Tenant; provided, however, that Tenant shall not lie required to indemnify. Landlord for any damage or injury of any kind arising as the result of Landlords wilful acts or those of its agents or employees. . * * G. REPAIHS, MAINTENANCE, ALT~HATIONS. OPERATING EXPENSES. 1. OperufinK Lxperrse. ,. LLair and management of the building and lot, walks, driveways, parking and loading areas, lawns and landscaping. - 2. Teiimit Repirs urid hiair2tenriiic.e. Tellailt shall. ;it Teriaiit’s sole cost aiid expeiisr. keep urid miiihiiiii the Deniised Prmiises, subfl oms and floor coverings in goocl rep;ii.r :iud in ii c1ea:i ;\lid safe coiiditioii. casuidties covered by insurance coverage excepted to the esttwt of proceeds received. Teii;iiit shiill. ;it Teiiaiit’s owii expense. immediately replace all glass in the Demised Preinisrs thxt may I)e hrokeii during the Term with glass ;kt least equal to the specifics- tioii ;tiid clti;dity (if the glass so repluctul. . . - 3. Iandlortf Repairs mnd hiciintertance. Landlord shall, ;it its expcwr. :iftcr writteii notice from Teii;&, repair in R prompt and diligent miiniier any il;ixniigc to stnictwni portims of tlie roof aid 1)~;tring wnlls of the Demised Premises; provided, however, that if such damiige is c;iused by ~ii act or omission of Teirant, then such .repairs shall be at Tenant‘s expense. . payiillr to 1,aiidlord as Additional Rent hereunder. There shall Le no abatement of Rent during the perfonn- ;tiice of such work. 1,andlord shall riot be liable to Tenant for injury or damage that may result from any defect in the coiistnictioii or coiiditions of the Demised Premises. Tenant waives any right to make repairs at the expense of 1,;indlord iiiider any law. statute or ordinutice now or hereiifter iii’effwt. 4. Inspection of Leased Preniises. Landlord, at reasonable times, may go upoii aid into the Deniised Preniises for the purpose of inspecting the same, or for the purpose of inspecting the performance by Tenant of the terms and conditions hereof, and for the purpose of affixing reasonable signs arid displays and showing the Demised Premises to prospec- tive purchasers. teitnnts and lenders. 5. Workmuniike @dit!/. All repairs, alterations, additions. niid restoration hy Landlord or Tenant hereinafter required or per- mitted shall he done in a good and workmanlike manner mid in complialrce with a11 applicable laws and law- ful ordinances. by-laws, regulntions ;ind orders of governmental authority and of the insurers of the Building. 6. Liens. . Tenant shall promptly pay and discharge all claims for work or labor done. supplies furnished or services rendered at the request of Tenant and shall keep the Demised Premises free and clear of all mechanic’s and materialmen’s liens in connection therewith. Laiicllord shall have the right to post (?r keep posted on the Demised Premises. or in the immediate vicinity thereof, any notices of non-responsibility for any constniction, alteriition or repair of the Demised Premises by Tenant. If any such lien is filed, Landlord may, but shall not be required to, take such action or pay such amount as may be necessary to remove such lien; and Tenant shall pay to Landlord as Additional Rent any such amounts expended by Landlord together with interest thereon at the highest legal rate from the date of expenditure. -. ... . H. TENANT’S FIXTURES AM’PEHSONAL PHO~JERTY. ’ Tenant. at its expense, may install any necessary trade fixtures, equipment and furniture in the Demised Premises. provided that such items are installed iind ;ire removable without damage to the stmcture of the Building. Landlord reserves the right to approve or disapprove of curtains, draperies, shades, paint, or other interior improvements visible from outside the Demised Premises on wholly aesthetic grounds. Such improve- ments must be submitted for Landlord’s written approval prior to instnllation. or 1,andlord may remove or replnce siich items iat Tenant’s sole expense. Said trade fixturys, equipment and furniture shall remain Tenant’s property mid shall he removed b) Tenmit upon espiration of the Terni. or earlier termination of this Lease. Upti LnndIord’s prim written approval, Tenant may make structural alterations and may also install tempor- ary improvements in the interior of the Demised Premises, provided that such tempornry improvements are installed and are remhvable without damage to the structure of the Building. Such temporary improvements shall remain the property of Tenant ;id shall be removed by Tenant upon expiration of the Term or earlier terniination of this Lease. Tenant shall repair, at its sole expense, damage tau-sed by the installation or rernoval of trade fixtures. equipment, furniture or tempornry improvements. If Tenant f+ls to remove the foregoing itcms on teminatioir of this Lease, Landlord may keep nntf we them or remove any or dl of them and ciiust’ thcin to lx- stored or sold in nccordancc with npplicnhle hw.. 1. 1. Utilities. a Tenant shall be solely req)onsil)lc for ;my other utilities used or consumed on the UTiLinEs AND BOUNI)AI{IES and promptly pay ;dl ch;irges for heat. water, gas, elt-ctricity ;II~ Demised Premises. Liuidlord shall not I)c liahle to Tenant for inter- 9 ruption in or curtaihent of my utility service, iior shall iiny such interruption or curtailment constitute a constructive eviction or grounds for rental ahiltenietit in whole or ;II part hereunder. If any such utilities itre not separately metered. Tenant shall pay a proratn share, based oii use, as determined by Iaidlord. 2. Easements. Landlord reserves the right to (i) alter the 1wuiid;iries of the Lot and (ii) grant easements on the Lot and dedicate for public use portions thereof without Tenant's consent. subject to the provisions of Section 0-2 hereof. and provided that no such grant or dedication shall .interfere with Tenant's use of the Demised Premises or otherwise cause Tenant to incur cost or expense. From time to time. and upon Landlord's demand, Tenant shall execute, nckiiowIedge and deliver to Landlord or in accordance with Landlord's instructions any and all documents, instniments, maps, or plats necessiiry to effectuate Tenant's covenants hereunder. - J. USE OF PREMISES. 1. General. The Demised Premises shrill be wed for the Pemiitted Uses. consistent with the Declaration of Covenants and Restrictions and any supplement tbreto. Tenant shall, at Tenant's sole cost and expense, comply with all of the requirements of municipal, county, state, federal mid other applicable governmental authorities, now in force, or which may hereafter be in force, pertaiiiiiig to the Demised Premises, Building and Lot, and secure any necessary permits therefor nnd slid1 faithfully observe, in the use of the Demised Premises, -Building and Lot, all municipal and county ordinances and strite and federal statutes now in force, or which may hereafter be in force. Tenant shall obtain any required certificate of occupancy with respect to its use of the Demised Premises, Building and Lot, within thirty (30) days from the commencement of the Term hereof and shall deliver ii copy thereof to Landlord withiri said thirty (30) day period. Tenant in its use and occupancy of the Demised Premises shall riot commit waste, tior overload the floors or structure, nor subject the Demised Premises to any use which would tend to damage any portion thereof. . .- .- . 2. signs.. ' Any sign placed or erected by Teliilllt oii the Ihiiised Premises, Building or Lot, except iii the interior of the Demised Premises, shall cokain only Teriaiit's tiaiiie, or tlie name of any affiliate of Tenant actually occupying the Demised Preinises, tiiid iio udvertisiiig niatter. No sdi sign shall he erected until Tenant has obtained Landlord's writtesi approval of the location. material, size, design and content thereof and any necessary permit therefor. Tcnaiit shall remove ally siich sigii upon termination of this Leiwe wid shall return the Deniised Premises to their condition prior to the placerneiit or erection of said sign. 3. Yurking Ac-cess. 111 iidditioii to tlic geiii.l.;iI ohligatioii of Tellillit to coiiiply with luws and without liniitiitioii tliereof, 1,nildlorcl shall not 1x2 1i;iI)lc to Terimit iior shall this Lease be itffccted if any parking privileges nppnrtenant to the I>cnjised Premises. HiiilcIiiig ;~nd I ,ot ;irtb inipaircd by reilsoii of any riioratorium, initiative. refereiduiii, stattiti.. rcgiil;itiou, or othvl- govrwitnerital decree or ;ictiori which could iii i~iy inmirier prevent or limit the pnrkitrg rights of Teii;int Iivreuiider. Any goveniiiiwitid ch;irges or surcharges or other inoiietary ohligatious iinposc.tl rcliitivt. to pirrkiiip lights witti respect to thc- Ikrriised Prcniiscs, Buildilig mid Lot shall he considered ;u Iiiii)ositiotis aid shall I)(* l):iyd& by 'I'c*iiai;t under the provisioiis of Section E Iierei!iahw. i K. DAhlACE OR DEXRUCIION. a f , Hecotutnrc.tioti. If the IIeniised Preitiises iirt" dainirged or dchtroyed duririg the Term, Landlord shall, except as hereinafter prcivided, diligently repair or rc.l,uild them to sul)stantially the condition in which they existed immediately 10 prior to sucli dmiiagc or dcstnictioii; provided that iiny da~iiuge which is estiniated in good faith by Landlord to he under Five Thousand Doflars ($5,000.00) .sliall I)e repaired by Terrant. and Landlord shill1 reimburse Tenant upon denimid for expenses incurred in such repair work to the extent of any proceeds received by Landlord from exteiided cover;ige insurance described in Section F-1. , 2. Rent Al~oteinent. Rent dile ilnd pny:1hle hereilnder sliall he abated proportionntely. but only to the extent of any proceeds received by lmidlord from rentnf abatement insurance described ill Section F-3, duriug any period in which, by reason of :uiy such damap or destniction, Tenant reasona1)Iy determines that there is substantial interference with the operation of Tenant’s business in the Demised Premises, having regard to the extent to which Tenant may be required to discontinue its business in the Demised- Premises. Such abatement shall continue for the period commencing with such damage or destniction and ending with a substantial completion by Landlord of the work of repair or reconstniction which Landlord is obligated or undertakes to do. If it be determined that contintlatioil of business is not practical pending reconstruction, Fixed Rent due and payable hereunder shall abate to the extent of proceeds from rental abatement insurance until reconstruction is substantially ompleted or until businest is totally or partially resumed, whichever is the earlier. 3. Excessive Damage or Destruction. If the Building is damaged or destroyed to the extent that Landlord determines that it cannot, with reasonable diligence, he fully repaired or restored by Landlord within one hundred eighty (180) days after the date of the daniage or destruction. the sole right of both Landlord and Tenant shall be the option to - terminate this Lease. Notwithstanding the fact that the Demised Premises have not been damaged or destroyed, Landlord shall determine whether the Building can be fully repaired or restored #within the one hundred eighty (180) day period, and Landlords determination shall be conclusive on Tenant. Landlord shall notify Tenant of its determination, in writing, within thirty (30) days after the date of the damage or destruction. If Landlord determines that the Building can be fully repaired or restored within the one hundred eighty (180) day period, or if it is determined that such repair or restoration cannot be made within said period but neither party elects to terminate within thirty (30) days from the date of said determination, this Lease shall remain iii full force andeffect and Landlord shall diligently repair and restore the damage as soon as reason- ably possible. . - 4. Uninsured Cn.nculty. Notwithstanding anything contained herein to the contrary, in the event of damage to or destruction of a11 or any portion of the Building which is not fully covered by the insurance proceeds received by Landlord under the insurance policies required under Section F-1 above. Landlord may terminate this Lease by written notice to Tenant, given within tAirty (30) days after the date of notice to Landlord that said damage or destruction is not so cwvered. If Landlord does not elect to teriniiiate this Lease, the Lens? shall remain in full force aiid effect and the Building shall be repaired and rebuilt in accordance with the provisions for repair set forth in Section K-1 hereinabove. .. 5. Waiver. With respect to any destruction which Landlord is obligated to repair or may elect tg repair under the terms of this Section K. Tenaiit hereby waives all right to tenninate this Lease pursiiant to rights otherwise presently or hereafter accorded by law to tenants. except ;is expressly otherwise provided herein. L. EMINENT DOMAIN. 1. Total Cotidemnution of Demised Prcmlses. If the whole of ttie llcmised Premises is acquired or condemned by eminent domain, inversely con- derniied or sold ill lieu of condemnation, for any public or quasi-pu4lic use or purpose (“Condemned”), 1I tlic*ti the 'I'eriil shnll tenninat~ ;is of the date of title vesting iii such procerdiiig, aiid Hent shall be adjusted to the date crf tcriiiinutioii. Teiiaiit shall iniiiiediately notify [,idlord of any such occurrence. 2. Partial Condemnutiorr. If any part of the Demised Premises is partiully Condemiied, and such partial condelnniltion renders the 1)ernised Premises unusable for'the business of the Tenant, then the Term of this Lease shall terminate 3s of the date of title vesting in such proceeding and Relit shall be adjuqtetl to the date of termination. If such condemnation is not extensive enough to render the Demised Premises uiiusable for the business of Tenant, then Landlord shdI proriiptly restore the Demised Premises to a condition comparable to its condition immediately prior to such condemnation to the extent of any, condemnation proceeh recovered by Landlord, less the portion thereof last in mch rondernnation, nnd this I,exie shall continue in full force and effect except that after the datc of such title vesting the Fixed Rent shall be reduced ;is reasonably determined by Land- lord. If any parking areas are condenined, Landlord lies the option but not the obligation to supply Tenant with other parking arms. 3. Landlords Aword. If the Demised Premises nre wholly er partially condemned, then, subject to the provision of Section L-4, Landlord shall be entitled to the entire award paid for such condemnatioii, and Tenant waives any right or claim to any part thereof fro111 Landlord or the condemning authority. 4. Tenant's Award. ' Tenant shall have the right to claim and recover from the condemning authority, hut not froin Landlord, such cornpensation as may be separately awarded or recoverahk by Tenant in Tenant's own right on amount of any and a11 costs or loss (including loss of hi5iness) to which Tenant might be put in reinoving Tenant's merchandise. frimiture. fixtures. leasehold improvements and equipinelit to n new location. b- * -. .. . 5. Temporary Condemnation. If the whole or ally part of the Demised. Preniises shall be coiideiiiiied for any teinporary public or quasi-public irse or purpose, this 1,e;ue shall remaiii in effect mid Tenant shall I)e entitled to receive for itself siicli portion or portions of any award ntade for such rise with respect 'to the period of the taking which is within the Teriii. If :i temporary coiidemnatiori reinailis iii force at the expiration iir earlier terminatioii of this Lease, Terinnt sliall pay to Landlord q siiiii eqiral to the rerisoiia1)le cost of pexforii~ing any o1)ligatioiis required of Tenant by this Leiist. with respect to the snrrwder of the Deinised Premises, including, without limitation repairs and rnairitenaiics required, and upoii such payiiieiit Teiiaiit shall be excused from any such obligations. If ;I temponiry condemnatioii is for a11 established period which extends beycind the Tertii, the Lease shall terniinate as of the date of occupaiicy by the condeniiiing authority, and the damages shall tw as provided in Sectioiis L-3 and L-4 ad €lent shall be adjusted to the date of occupancy. . .. 6. .Voticu uirtl b;.wcutioii. Landlord shall. imnicdiateiy iipoii service of process ill coiiilectioii with any condemnatioii or potential cwildemilatiorr, give Tenant iioticr iii writiiig thereof. Tenant shall iininediately execute arid deliver to the 1 .aiidlord ;dl iiistriiiiieiits that may bc required to effectuate the provisions of this paragraph. M. IhFAULT. 1.' EUelll.S Of I>f?fdlX. . The. occumvicc of ;lily of the following eveiits shall wnstitute an "Event of I)efault" 011 the part of l't?llunt with Of WitilIXlt liotice fWnl LaIidOrd: See Addendum , I. .I 12 . . .: 's CALIFORNIA a. Vocafion or Abandonment. Vacation or abandonment of the Demised Premises; . b. Payment. FaiIure to pay any installment of Rent or other monies due and payable hereunder upon the date when said payment is due, the failure continuing for a period of five (5) days after said payment is due; c. Performance. Default in the performance of any of Tenant's covenants, agreements or obligations hereunder, except default in the payment of Rent or other monies, the default continuing for thirty (30) days after written notice thereof from Landlord; d Assignment. A general assignment by Tenant for the benefit of creditors; e. Bankruptcy. The filing of a voluntary petitibn in bankruptcy by Tenant, or the filing of an involuntary petition by Tenant's creditors immediately unless involuntary, in which case when the petition remains undischarged for a period of thirty (30) days; The appointment of a receiver to take possession of substantially all of Tenant's assets or of this leasehold, the receivership remaining undissolved for a period ok thirty (30) days; or Attachment, execution or other judicial seizure of substantially all of Tenant's assets or this leasehold, the attachmGnt, execution or other seizure remaining undismissed or undischarged for a period of thirty (30) days after the levy thereof. f. Receioer. g. Attachment. .. 2. Landlods Remedies. a. Abandonment. If Tenant vacates or abandons the Demised Premises, this Lease shall continue in effect. Landlord shall not be deemed to have terminated this Lease other than by written notice of termination from Landlord, and Landord shall have all of the remedies of a landlord provided by Section 1951.4 of the Civil Code of the State of California. At any time subsequent to vacation or abandonment of the Demised Premises by Tenant, Landlord may give notice of termination and shall thereafter have all of the rights hereinafter set forth. -- Following the occurrence of any Event of Default, Landlord shall have the right, so long as the default continues, to ierminate this Lease by written notice to Tenant setting forth: (i) the default, (ii) the requirements to cure it, and (iii) a demand for possession, which shall be effective three (3) days after it is given or upon expiration of the times specified in Section M-1 hereinabove, whichever is later. Following termination under paragraph b, without prejudice to any other remedies Landlord may have by reason of Tenant's default or of such termination, Landlord may then or at any time thereafter, (i) peaceably re-enter 'the Demised Premises, or any part thereof, 'upon voluntary surrender by Tenant or expel or remove Tenant therefrom and any other persons occupying them, using such legal proceed- ings as are then available; (ii) again repossess and enjoy the Demised Premises, or relet the Demised Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion shall determine, with the right to make reasonable alterations and repairs to the Demised Premises; and (iii) remove all personal property therefrom. Recouery. Following termination under paragraph b, Landlord shall have all the rights and remedies of 3 landlord provided by Section 1951.2 of the Civil Code of the State of California. The amount of damages which Landlord may recover following termination under paragraph b. shall include the worth at the time of the award of the amount by which the unpaid Rent for the balance of the term after the time of award exceeds the amount of rental 1055 Tenant proves could be reasonably avoided. In addition to the foregoing remedies, Landlord shall, so long as this Lease is not terminated, have the right to remedy any default of Tenant, to maintain or improve the Demised 13 * a b. Teminution. c. Possession. d. * e. Additional Remedies. *<- ,:.a -. * -4 E A'* 1 Premises without terminating this Lease, to incur expenses on behalf of Tenant in seeking a new subtenant, or to cai?se a receiver to be appointed to administer the Demised Premises and new or existing subleases, and to add to the Rent payable hereunder all of Landlords reasonable costs in so doing, with interest at the niaximiim rptc permitted by law from the date of such expenditure until the same is repaid. f. Other. If Tenant causes or threatens to cause a breach of any of the covenants, agreements, terms or conditions contained in this Lease, Landlord shall be entitled to obtain all sums held by Tenant, by any trustee or in any account provided for herein, to enjoin such breach or threatened breach, and to invoke any tight anci remejy allowed at law or in equity or by statute.or otherwise as though re-entry, summary proceed- ings and other remedies were not provided for in this Lease. g. Cumulative. Each right and remedy of Landlord-provided for in this Lease shall be cumulative a13 shall be in addition to every other right or remedy provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise. The exercise or beginning of the exercise by Landlord of any oue or more of the rights or remedies provided for in this Lease, or now or hereafter existing at law or in equity or by statute or o'therwise, shall not preclude the simultaneous or later exercise by Landlord of any or all other rights or remedies provided for in this Lease or now or hereafter exi2ting at law or in equity or by statute or otherwise. h. No R'uiuer. No failure by L&dlord to insist upon the strict performance of any term hereof or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial pay- ment of Rent during &e continuance of any such breach, shall constitute a waiver of any such breach or of ar:y such term. Efforts by Landlord to mitigate the damages caused by Tenant's breach of this Lease shall not be construed to be: a waiver of Landlords right to recover damages under this Section M. Nothing in this Section 51 affects the right of Landlord to indemnification by Tenant in accordance with Section F-8 hereinabove for liab2iiy arising prior to the termination of this Lease for personal injuries or property damage. LI N. ASSIGNMENT AND StrsLFXTINO. 1. * Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer, this Lease, in whole or in part, nor sublet or pennit occupancy by any party other than Tenant of all or any part of the Demised Premises, without the prior written consent of Landlord in each instance. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. As Additional Rent Hereunder, Tenant shall reimburse Landlord for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting. 2. Landhmption. a. In connection with any proposed assignment or sublease, Tenant shall submit to Landlord in writing (i) the name of the proposed assignee or sublessee, (ii) such information as to its financial responsibility and standing as Landlord may reasonably require, and (iii) all of the terms and conditions upon which the proposed assignment or subletting is to be made. Landlord shall have an option to cancel and terminate this Lease, if the.request is to assign the Lease or to sublet all of the Demised Premises; or, if the request is to sublet a portion of the Demised Premises only, to cancel and terminate this Lease with respect to such portion. Landlord may exercise said optjon in writing within thirty (30) days after its receipt from Tenant of such request, and in each case such cancellation or terminatioi shall occur as of the date set forth in Landlord's notice of exercise of such option, which shall be not less than sixty (Go) nor more than one hurrdrcd-twenty (EO) days following the giving of such notice. 14 -, . ' '. * 4. - ., h. Cancellation. If Landlord shall exercise its option, Tenant shall surrender possession of the entire Demised Premises, or the portion thereof which is the subject of .the option, as the case may be, on the date set forth in such notice in accordance with the provisions of this Lease relating to surrender of the Demised Premises at the expiration of the Term. If this Lease is cancelled as to a portion of the Demised Premises only, the Fixed Rent after the date of cancellation shall be abated and shall thereafter be an amount deter- mined by Landlord and the Tenant's Share of Impositions, Tenant's Share of Operating Expenses and Tenant's Share of Insurance Expenses shall be adjusted as reasonably determined by Landlord. c c. Noncancellation. If Landlord does not exercise its option to cancel this Lease pursuant to the fore- going provisions, Landlord may withhold its consent to such assignment or subletting, as long as the withhold- ing is not done unreasonably, d. Assumption. No assignment shall be binding upon Landlord, any ground lessor or any mortgagee unless Tenant shall deliver to Landlord an assignment in recordable form which contains an assumption by the assignee, but the failure or refusal of the assignee to execute such instrument or assumption shall not release or discharge assignee from liability as Tenant hereunder, provided that the terms and provisions of the assignment or subletting shall specifically make applicable to the assignee or sublessee a11 of the provisions of this Section. 3. Bonus Rental. If for any assignment or shblease, Tenant receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the Rent called for hereunder, or in case of the sublease of a portion of the Demised Premises, in excess of such Rent fairly allocable to such portion, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account, Tenant shall pay to Landlord, as Additional Rent hereunder, one-half (M) of the excess of each such payment of rent or other consideration received by Tenant promptly after its receipt. ' -- 4. Scope. The prohibitiori against assigning or subletting contained in this section shall be construed to include a prohibition against any assignment or subletting by operation o# law. I€ this Lease be assigned, or if the under- lying beneficial interest of Tenant be transferred, or if the Demised Premises or any part thereof he sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the net amount collected to the Rent herein reserved and apportion any excess rent so collected in accordance with the tenns of thei immediately preceding paragraph, but 110 such assignment, subletting, occu- pancy or collection shall he deemed n. waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. No assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee). and Tenant shall not be released from performing any of the terms, covena~its and conditions of this Lease. . i. 5. Waiuer. Notwithstanding any assignment or sublease, or any. indulgences, waivers or extensions of time granted by Landlord to any assignee or sublessee, or failure by Landlord to take action against acy assignee or sublessee, Tenant waives noticc of any dcfault of any assignee or sublessee and agrees that Landlord may, st its option, proceed against Tenant witimit having taken action against or joined such assignee or subleasee, except th:lt Tenant shall have the Len(-fit of any indulgences, waivers and extensions of time granted to any such assignee or sublessee. 15 0 0 6. Heleuw. Whenever LandJord conveys its interest in 'the Lot, Landlord shall be automatically released from the further performance of covenants on the. part of Landlord herein contained, and from any and all further liability, obligations, costs and expenses, demands, causes of action. claims or judgments arising from or grow- ing out of, or connected with this Lease after the effective date of said release. The effective date of said release shall be the date the assignee executes an assumption of such an assignment whereby the assignee expressly agrees to assume all of Landlord's obligations, duties, responsibilities and liabilities with respect to this Lease. If requested, Tenant shall execute a form of release and such other documentation as may be re- quired to further effect the provisions of this section. 0. OFFSIT STATEMENT, ATTORNMENT, AND SUBORDINATION. 1. Offset Statement. Within ten (10) days after request therefor by Landlord, or if on any sale, assignment or hypothecation by 1,andlord of its interest in the Demised Premises, or any part thereof, zin offset statement shall be required from Tenant, Tenant shall deliver, in recordabIe form, a certificate to any proposed mortgagee 01' purchaser, or to Landlord, certifying (if such be the case) that this Lease is in full force and effect; the date of Tenant's most recent payment of Rent, and that there are no defenses or offsets outstanding, or stating those claimed , by Tenant. Tenant's failure to deliver said statement in time shall be conclusive upon Tenant that: (i) this Lease is in full force and effect, without modification except as may be represented by Landlord, (ii) there are no uncured defaults in Landlord's performance and Tenant has no right of offset, counterclaim or deduction against rent hereunder, and (iii) no more than one period's Fixed Rent has been paid'in advance. ' 2. Attornment. Tenant shall, in the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any mortgage or deed of trust nude by the LandIord, its successors or assigns, encumbering the Demised Premises, or any part thereof, or io the event of termination of the Ground Lease, if any, and if so requested, attorn to the purchaser upon such foreclosure or sa.le or upon any grant of a deed iii lieu of foreclosure and recognize such purchaser ;fs the Landlord under this Lease. . 3. Subordination. The rights of Tenant hereunder are arid shall be, at the election of any mortgagee, subject and sub- ordinate to the lien of any mortgage or mortgages. or the lien resulting from any other method of financing or refiuancing, now or hereafter id force against the Lot and/or Building of which the Demised Premises are R part, and to all advances made or hereafter to be made upon the security thereof, provided, however, that notwithstanding such subordination, so long as the Tenant herein is not in default under any of the terms, covenants and conditions of this Lease, neither this Lease nor any of the rights of Tenant hereunder upon Tenant's covenanting that Tenant is not in default hereunder, slial1 he terminated or subject to termination by any trustre's sale. any nction to enforce the security, or by any proceeding or action in foreclosure. If requested, Tenant agrees to execute whatever documentation may I>e required to further effect the provisions of this section. P. NOTICES. All notices required to le givcn hereunder shall be in writing and mailed postage prepaid by certified or registered mail, return receipt requested, or by personal delivery, to the addresses indicated in Section A-1 or at such other place or places as either Landlord or Tenant may, from time to time, rcspcctively, designate in a written notice given to the other. Notices shall be deemed sufficiently served four (4) days after the &e of mailing thereof. 16 Q. MISCELLANEOUS. 1. Waiver. No waiver of any default or breach of any covenant by either party hereunder shall be implied from any omission by either party to take action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the waiver, and then said waiver shall be operative only for the time and to the extent therein stated. Waivers of any covenant, term or condition contained herein by either party shall not be construed as a waiver of any subsequent breach of the same covenant. term or condition. The consent or approval by either party to or of any act by either party requiring further Consent or approval shall not be deemed to waive or render unnecessary their consent or approval to or of any subsequent similar acts. 2. Accord and Satisfaction. NO payment by Tenant or receipt by Landlord of a lesser amount than the Rent payment herein stipufated shall be deemed to be other than on account of the Rent, nor shall any endorsement or statement on any check or any letter accompanying any check OL payment as Rent be deemed an accord and satisfaction, Rnd Landlord may accept such check or payment without prejudice to Land1o;d's right to recover the balance of such Rent or pursue any other remedy provided in this Lease. ' 3. Limitation of Landord's Liubilit y. The obligations of Landlord under this Lease do not constitute personal obligations of the individual partners, directors, officers, or shareholders of Landlord, and Tenant shall look solely to the real estate that is the subject of this Lease and to no other assets of the Landlord for satisfaction of any liability in respect of this Lease and will not seek recourse against the individual partners, directors, officers or shareholders of Landlord or any of their personal assets for such satisfaction. 4. Entire Agreement. This Lease sets fo&h all the covenants, promises, agreements, conditions and understandings between Landlord and Tenant concerning the Demised Premises, Building and Lot, and there are no covenants, promises, agreements. conditions or understandings, either oral or written, between them other than as are herein set forth. Except as herein otherwise provided, no subsequent alteration, amendment, change or addi- tion to this Lease shall he binding upon Landlord or Tenant unless reduced to writing and signed by them. 5. Tim. Time is of the essence here0f.j . 6. Short Form 1~n.w. Concurrently herewith the parties may, at the option of either party, execute a short form of Lease for recording. This Lease and any such short form of Lease shall be construed together as one instrument. Neither Landlord nor Tenant shall record this Lease nor permit the same to be recorded without the written consent of the other, but shall have the right to record any such short form. 7. Attorneys' Fees. In any action or proceeding which the Landlord or the Tenant may be required to prosecute to enforce its respective rights hereunder, the unsuccessful party therein agrees to pay all costs incurred by the pre- vailing party therein, including reasonable attorneys' fees, to be fixed by the court, and said costs and attorneys' fees shall be made a part of the judgment in said action. In any situation in which a dispute is settled other than by actiod or proceeding, Tenant shall pay -all Landlords costs and attorneys' fees relating thereto. 17 ... I. 8. Cuptions ond Section NutnDers. The captions, section numbers, article numbers md index appearing ill this 1,~s~ are iiisertett oaly its it matter of convenience and in no way define, limit, construe or describe the scope or intent or such sections ur artides of this Lease nor in any way affect this Lease. . 9. Seuerability. If any term, covenant, condition or provisionDf this Lease, or the apphcation thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforce- able, the remainder of the terms, covenants, conditions or provisions of this Lease, or the application thereof to any person or circumstance, shall remain in full force and effect and shalI in no way be affected, impaired or invalidated. 10. Applicable law. i’ cordance with the laws of the state in which the Demised Premises are located. 11. Examination of Lease. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option to Lease, and it is not effective as a Lease or otherwise until execution and delivery by both Landlord and Tenant. This Lease, and the rights and obligations of the parties hereto, shall be cunstrued and enforced in ac- . R. Suoc~ssomBom. . This Lease and each of its covenants and conditions shall be bindins upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and legal representatives and their respective assigns, subject to the provisions hereof. Whenever in this Lease a reference is made to the Landlord, such reference shall be deemed to refer to the person in whom the interest of the Landlord shall be vested, and Landlord shall have no obligation hereunder as to any claim arising after the transfer of its interest in the Demised Premises. Any successor or assignee of the Tenant who accepts an assignment or the benefit of this Lea’se and enters into possession or enjoyment hereunder shall thereby assume and agree to perform -and be bound by the covenants and conditions thereof. Nothing herein contained shall be deemed in any manner to give a right of assignment to Tenant without the written consent of Landlord. IN WITNESS WHEI~EOF, the parties have executed this Lease as of the date first above written. “LANDLORD” i Attest: PALOMAR 910 ASSOCIATES, LTD. ............ .................... ............ ELI PERLMAN, Managing Partner BY .. ........ I.. ................ TENANT” Atttest: CITY OF CARLSBAD ............................................ By ........................................... .................. ............ 18 STATE OF COUNlT OF on , before me, the undersigned, a Notary Public in and for said State, personally appeared ;known to me to be the - and ' of , the corporation that executed the within instrument, known to me to be the persons who executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its board of directors., WITNESS my hand and official seal. P .............................................. Notary Public STATE OF COUNlY OF On appeared .- i. ] ss. , before me, the undersigned, a Notary Public in and for said State, personally i , known to me to be the of D the corporation that executed the within instrument, known to me to be the persons who executed the within instrument on behalf of the corporation therein named, and acknowledged to me. that such corporation executed the within instrument pursuant to its Iyy-laws or a resolution of its bo.ard of directors. WmEsmy hand and official seal. .............................................. . Notary Public 19 *- . , ADDENDUM TO THE SThKDARD FORhl hlUL'IlPLE OCCUPANCY LEASE BY AND BETlYEEr! PALOMAR 910 ASSOCIATE!%$ &TU; (LANDLORD) THE CITY OF CAJUSBAD (TENANT) July 13, 1983 - -- - - -- DATED AS OF The promises, covenants, agreements and dec?arations made and set forth herein are intended to and shall have the same force and effect 2s if set forth at length in the bod? of the lease to which this Addendum is ' ~ attached (th~ "Le.ase"). To the extent that the provisions ol this Addendum are inconsistent with the terms and conditions of the Lease, the terms hereof shall conrrol: , 1. Section B-3. the end of Section B-3 is 2. Section F-7. Section F-7 is hereby retitled to read: "Tenant's ProFrty" and the language of said Section is hereby revised to read as follows: "Tenant shall assume the risk of damziage to any fixrures, goods, invenrory, merchan- . dise, equipment, furniture and leasehold improyements which remain the proprty of Tenant or as to which Tenant retains the right of removal from the Demised Premises, and Tenant shall maintain rezsonable insurance coverage with respect to such items during the Term of this kase, " * i 3.- Secrion C.-2 \?'jrh reference to Section G -2, the following lanpzge is hercby added thereto: affirmative responsibiliv with respect to either party in connection with repairs to the walls of the Demised Premises relating IO maturity or weathering of construction materials and conrrasted lo damas to the structural integrity of the building walls. F: - -- LI I-- .--- 1 -epdw€mWMe- 7-c- \:. 3 I =J+F=-i-- -bdaLlb--- Venant expressly understands that there shall k no .. L. tbx-Lcoue-+axs-in..the.rl mpz;ouxaents..whi ch-Tena n1-is-req+.+i.~ed-tk- . ADDE WDUhJ P5.n~ 1 nC' A 4. Section M-1. . .. -I The Semicolon following Subsection M-I (b) is hereby changed to a period and the following sentence*is hereby added at the end of said Sub- section: two (2) months in a row then Rent shall &come due and payable quarterly in advance on the first day of each calendar quarter during the following one (I) year Fried of the Term of the Lease, after which year Rent shall again b= payable monthly and this Section shah again bc in effect. '' "Should there be consecutive failure to pay such installments for 5. Section 4-12. -A new Section 4-12 is added entitled "Financial Statements" and contains the following language: "At any time during theTerm of the Lease, Tenant s-hall, upon thirty (30) days' prior written notice from Landlord in connection is7ith any financing of ,the Demised Premises,. provide Landlord with a current financial statement and financial statements for each 'of the two (2) years prior to the current financial statement year. Such statements shall k prepared in accordance with generally accepted accounting principles and shall be audited by indepndent certified public accountants if such is the normal practice of Tenant. .I .. .. 6. Section 4-13, . .. - . 7. Section 4-14. A new Seqtion 4-14 entitled "Surrender of Premises; Holding Over" is added hereto and contains the following language: of ten (10) days after termination of the Term, Tenant shall surrender to Landlord the Demised Premises and all Tenant's improvements and alterations in good condition (except for ordinary wear and tear occurring after the last necessary maintenance made by Tenant and except for destruction of the Demised Premises covered by Article K) except for alterations that Tenant has the right to remove or is obligated to remove after the provisions of Article H. Tenant shall remove all its pzrsonal property within the above stated time period. Tenant shall perform all restoration made necessary by the removal of any alterations or Tenant's pzrsonal property within the time p2riod stated in this Section. or Tenant's prsonal propzrty that Tenant does. not remove from the Demised Premises on expiration or termination of the Term as allowed or required by "On expiration Landlord can elect to retain or dispose of in any manner any alterations . .-* ADDENDUM -* Page 2 of 4: this Lease by giving at ]east ten (10) days notice to Tenant. alterations or Tenant's Frsonal property- that Landlord elects to reiain or dispose of on expiration of the ten (IO) da)7 priod shall vest in Landlord. Tenant waives all claims against Landlord for any damage to Tenant resulting from Landlord's retention or 'disposition of any such alterations or Tenant's personal property. storing, removing and disposing of any alterations or Tenant's Frsonal proprty. If Tenant fails to surrender the Demised Premises to Landlord on expiration or ten (10) days after termination of the Term as required by this Section, Tenant shall hold Landlord harmless from all damages resulting from ' Tenant's failure to surrender the Demised Premises including without limitation claims made by a succeeding Tenant resulting from Tenant's failure to surrender the Demised Premises. Title to any such Tenant shall be liable to Landlord for Landlord's costs for .I c _. .- - 8, Section Q-15. A new Section Q- 15'entitled "option to Extend" is added herd in this IN WITNESS WHEREOF, the parties have executed this Addendum as of the day and year first above written. i. ADDENDUM Page 3 of 4. . -e.- .\ e Date BY ELI PERLW PALOMAR 910 ASSOCIATES, LTD. Date .. . i Its Managing Partner 9r~~q~~~~~'1 CITY OF CARLSBAD Its 19~~~AN~" . ADDENDUN 6351 YARROW DRI I i I i I I I I I i i d ---+ Palomar Airport Business Park 6231 YARROW DRIVE, SUITE C. CARLSBAD. CALIF. 92008 TELEPHONE (714) 438-2552 . .I .