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HomeMy WebLinkAbout1989-07-25; City Council; Resolution 89-257< i 1 2 3 0 0 RESOLUTION NO.89-257 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING A LEASE AGREEMENT BETWEEN THE CITY OF CARLSBAD AND PALOMAR 46. 4 5 BE IT RESOLVED by the City Council of the City of 6 Carlsbad, as follows: 7 1. That a certain agreement between the City of 8 marked Exhibit "A and incorporated herein by reference, is 9 Carlsbad and Palomar 46, a copy of which is attached hereto 10 hereby approved. 11. 2. That the Mayor of the City of Carlsbad is hereby 12 is attached hereto marked Exhibit "Av1 for and on behalf of the 13 authorized and directed to execute a lease, a copy of which City of Carlsbad. 14 15 16 PASSED, APPROVED AND ADOPTED by the City Council of the 17 July , 1989, by the following vote, to wit: 18 City of Carlsbad at a regular meeting held on the 25thday of 19 I 2 0 2 IL 22 2 3 24 AYES: Council Members Lewis, Kulchin, Pettine, Mamaux a Larson /? NOES: None . ABSENT: None ~~~~ c. laude A. Lewis, Mayor 25 ATTEST: II 26 &d&L kg- 27 Aletha L. Rautenkranz, City Clejrk (seal) 28 /I e 0 i I ** 9 Southern California Chapter of the Society of Industrial and Office Realtors,@Lnc. IN'DUSTRLAL REAL ESTATE LEASE (MULTI-TENANT FACILTI"Y) ARTICLE ONE: BASIC TERMS This Article One contains the Baeic Tern of this Lease bekeen the Landlord and Tenant named bel Other Articles, Sections and Paragraphs of the Leeee referred to In this Article One explain and define the B( Terms and are to be read in conjunction with the Basic Tennr. Section 1,Ol. Date of Lease: June 22 3 1989 Section 1.02. Landlopl (include legal entity): Pa1omar 46 I Address of Lendlord; 5411 Avenida Encinas, Suite 120 CarJsbad. CA 92008 Section 1.03. 'bnant (include legal entity): City of Carlsbad Mdrees of Tenant: 7075 Cortn Del Nopal. Suite 0 Carlsbad, CA 92008 ~ ~ ~~ Section 1.04, hperty: The Property is part of Landlord'r multi-teaant 4 property development knc 89 Palomar 46 and described or deplcted in Exhibit "A" (the "Project"). The Project includes the land, the buildings and all oi improvements located on the land, and the common areas described in Paragraph 4.05(a). The Property is m .. Carlsbad .' CA 92008 Section 1.05. Lea@ Brm:,-. ,_ 3 YW - O? September 1, 1989 or such other date 88 is specified in-this Lease;m-. 1993 0 Section 1.06. Permitted Uoee: (See Article Five) Municipal Government Purposes - *+ Section 1.07. .IBnant's Guarantor: (If none, w) rtate) N/A Landlord's Broker: N /* Te-tss Broker; Kent Moore, Grubb & Ellis Section 1.08. Brokere:' (See Mcle Fourteen) (If none, so state) Section 1.09. Commission Payable to Landlod'~ Broker: (See Article Fourteen) S As Agreed Section 1.10. Initial Security Deposit: (See Section 3.03) $ 1 9 56 5 O0 Section 1.1 1. Vehicle Parking Spaces AlIocated to WM~: (see &stion 4.05) As Ava i lable Section 1.12. Rent and Other Chargee Payable by "haant: la) ~~s~m:One Thousand Five Hundred Sixty-Five no/lQQ ***** Dollars (S 1,565 .00 per month for the first 12 month, as provided in Section 3.01, and shall be increased on 1 first day of the 13th and 75th monthlsl after the Commencement Date. - " ~. - ~.~ ~ "- ~ --- Section 1.15. Ridem: The following Ridm am attached to and made a part of this Lease: (If none, so rtc Sectibns 15,16,17,18,19 * LEASE TERM: The term of this lease is for a period of three (3) years commencing September 1, 1989 or, upon Tenants receipt of a document certifying ti t Tenant improvements have been completed and ready for occupancy. The leas sh )1 e 'three (3) years from the date of commencement. of the Society of Industrial d Offlca RMltm,. lac. % (Multi-Tomat Grow Form) & @ 1988 Southern Cnlifornis Chapter 1 hitid8 ** BASE RENT: If the fir,St day of the Lease Term shall not be the first day of the month, the rent for the portion of the first and last calender months of the term shall be appropiately prorated.. " 0 0 1 .* AR’l’?ZE TWO: LEASE l” Section 2.01. Lease of Property For Lease Term. Landlord 1-8 the Property to Tenant and Tenant lee the Property from Landlord for the base Term. The Lease Term in for the period stated in Section 1.05 above 5 shall begin and end on the dates specified in Section 145 above, unless the beginning or end of the Lease Tern changed under any provision of this Lease. The “Commencement Date” shall be the date specified in Section 1 above for the beginning of the Lease Term, unlese advanced or delayed under MY provision of this Lease. Section 2.02. Delay in Commencement. Landlord shall not be liable to Tenant if Landlord does not deli possession of the Property to Tenant on the Commencement Date. Landlord’s non-delivery of the Property to Ten on that date shall not affect this Lease or the obligations of Tenant under this Lease except that the Commencem Date shall be delayed until Landlord delivers possession of the Property to Tenant and the Lease Term shall extended for a period equal to the delay in delivery of possession of the Property to Tenant, plus the number of d necessary to end the Lease Term on the last day of a month. If Landlord does not deliver possession of the Propee Tenant within sixty (60) days after the Commencement Date, Tenant may elect to cancel this Lease by giving Wril notice to Landlord within ten (10) days after the sixty (60) -day period ends. If Tenant gives such notice, the k shail be cancelled and neither Landlord nor Tenant shall have any further obligations to the other. If Tenant does give such notice, Tenant’s right to cancel the Lease shall expire and the Leaee Term shall commence upon delivery of possession of the Property to Tenant. If delivery of possession of the Property to Tenant is delay Landlord and Tenant shall, upon such delivery, execute an amendment to this hse setting forth the act Commencement Date and expiration date of the Lease. Failure to execute such amendment shall not affect the act Commencement Date and expiration date of the Leese. Section 2.03. Early Occupancy. If Tenant occupies the Property prior to the Commencement Date, Tenu occupancy of the Property shall be subject to all of the provisions of this Lease. Early occupancy of the Property SI not advance the expiration date of this Lease. Tenant ohall pay Base Rent and dl other charges specified in this La for the early occupaacy period. Section 2.04. Holding Over. Tenant shall vacate the Property upon the expiration or earlier tenninatior thia Lease. Tenant shall reimburse Landlord for and indemnify Landlord against all damages which Landlord inc from Tenant’s delay in vacating the Property. If Tenant does not vacate the Property upon the expiration or etu termination of the Lease and Landlord thereafter accepts rent from Tenant, Tenant’s occupancy of the Property SI be a “month-to-month” tenancy, subject to all of the terms of this Lease applicable to a month-to-month tenax except that the Base pent then in effect shall be incrd by twenty-five percent (25%). ARTICLE THREE: BASE RENT Section 3.01. Time and Manner of Paymtmt. Upon execution of this Lease, Tenant shall pay Landlord gase Rent in the amount stated in Paragraph 1.12(a) above for the first month of the Lease Term. On the first de: the second month of the Lease Term and each month thereafter, Tenant shall pay Landlord the Base Rent, in advat, without offset, deduction or prior demand. The Base Rent shall be payable at Landlord’s address or at such ot place as Landlord may designate in writing. minimum or maximum increasc provided for in Paragraph 1.12(a). (b) Tenant shall pay the new Adjustment Date. Landlord’s notice ta to such index in writing within fifteen (15) days after receipt of Landlord’s notice ~” 0 ~ - ”~~~ - ~~~-~ ~ ~ ~ . 0- -~ Q 1888 Southern California Chapter 2 Initials of pnd the office Society Realtam,. of Industrid Inc. % (Multi-Teaclat G~ors Form) .e 0 a A .I Section 3.03. Security Deposit; hcr8ams. (a) Upon the execution of this Lease, Tenant shall deposit with Landlord a cash Security Deposit in the am0 mt forth in Section 1.10 above. Landlord may apply all or part of the Security Deposit to any unpaid rent or 01 charges due from Tenant or to cure any other defaults of Tenant. If Landlord uses any part of the Security Dew Tenant shall restore &e Security Deposit to its full amount within ten (10) days after Lendlord’s written requ Tenant’s failure to do 80 shall be a material default under this Lease. No interest shall be paid on the Secu Deposit. Landlord shall not be required to keep the Security Deposit separate from its other accounts and no t relatiomhip ir created with respect to the Security Depoeit. Section 3.04. Termination: Advance Payments. Upon termination of this Lease under Article Se Damage or Destruction), Article Eight (Condemnation) or any other termination not resulting from Tenant’s defa and after Tenant has vacated the Property in the manner required by this Lase, Landlord shall refund or credi Tenant (or Tenant’s successo ) the unused portion of the Security Deposit, any advance rent or other adva payments made by Tenant to 6, dlord, and any amounts paid for mal property taxes and other resemes which aF to any time periods after termination of the Lease. ARTICLE FOUR: OTHER CHARGES PAYABLE BY TENANT Section 4.02. Property Taxes. (1 5) days after receipi shall reimburse Tenant tax imposed by any taxing autho of, rent or income from the Propc imposed upon this transaction or based upon parately assessed, Landlord shall reasonably determine Tena t under Paragraph 4.02(a) from the assessor’s worksheets or ot pay such share to Landlord within fifteen (15) days after receipl within fifteen (15) days after Tenant receives a written statement from Landlord for 81 .~ i‘ # -b @ 1- Southern California Chapter 3 lnitfalr of and the ofnce Society Realtom? of Industrial Inc. % (Multi-Tenant Gr#r Form) ,e I L 0 0 .* ownerahip, operation, use or occupancy of the Property. The policy obtained by Landlord s and ahall not provide primary insurance. Property. During the Lease Term, Landlord shall also maintain a rental (c) Payment of Premiums. ce policies maintained by Landlord unl ed, the “Base Premiurn~’~ are the insuru of such prior occupmcy. If the Property I 8s than twelve (12) months, the Base Premiums the required insurance for the Property aa of ’ Commencement Date. any, by which the insurance premiums for all polic have increased over the Baae Premiums, whether su made only once during the Lease Term. Thereafter, Tenant shall y additional increases in the insurance premiums, including increa Section 4.05, Tenant shal dlord the increases over the Base Premiums within fifteen (15) days d the premium statement or other evidence of the amount due. If the insuran modification of such coverage. t fails ta deliver any policy, certificate or renewal to Landlord requiked under this Lease with ~~ -~ -~ City is self insured. @ 18B8 Southern California Chapter 4 initials of .ad the office Society Reeltara,. of Industrial Inc. q. (Multi-Tenant Gr~r Form) ,, & ”. 0 a 1 .* for Tenant's type t or not described in this Lease) at ance, Landlord and Tenant shall 8 Section 4.05. Common Areas; Use, Maintenance and costs. (a) Common has, As used in this Lease, "Common Areas" shall mean all weaa within the Project which available for the common use of tenants of the Project and which are not leased or held €or the exclusive use Tenant or other tenants, including, but not limited to, parking areas, driveways, sidewalks. loading areas, acc, roads, corridors, landscaping and planted areas. Landlord, from time to time, may change the size, location, natl and use of any of the Common Areas, convert Common Areas into leaseable areas, construct additional parb facilities (including parking structures) in the Common Areas, and increase or decrease Common Area land and facilities. Tenant acknowledges that such activities may result in inconvenience to Tenant. Such activities 8 changes are permitted if they do not materially affect Tenant's 'use of the Property, (b) Use of Common Areas. Tenant shall have the nonexclusive right (in common with other tenants and others to whom Landlord has granted or may grant such rights) to use the Common Areas for the purposes intend subject to such reasonable rules and regulations as Landlord may establish from time to time. Tenant shall abide such rules and regulations and shall use its best effort to cause other8 who use the Common Areas with ,Ten= express or implied permission to abide by Landlord's rules and regulations. At any time, Landlord may close a Common Areas to perform any acts in the Common Areas as, In Landlord's judgment, are desirable to improve t Project. Tenant shall not interfere with the rights of Landlord, other tenants or any other person entitled to use t Common Areas. - (c) Specific Provision re: Vehicle Parking. Tenant shall be entitled to use the number of vehicle parld spaces in the Project allocated to Tenant in Section 1.11 of the Lease without paying any additional rent. Tenm parking shall not be reserved and shall be limited to vehicles no larger than standard size automobiles or pick; utility vehicles. Tenant shall not cause large trucks or other large vehicles to be parked within the Project or on 1 adjacent public streets. Temporary parking of large delivery vehicles in the Project may be permitted by the rules a regulations established by Landlord. Vehicles shall be parked only in striped parking spaces and not in drivewe loading areas or other locations not specifically designated for parking. Handicapped spaces shall only be used those legally permitted to use them. If Tenant parks more vehicles in the parking area than the number set forth Section 1.11 of this Lease, such conduct shall be a material breach of this Lease. In addition to Landlord's 0~ remedies under the Lease, Tenant shall pay a daily charge determined by Landlord for each such additional vehicle (d) Maintenance of Common ha^. Landlord shall maintain the Common Areas in good order, conditi, and repair and shall o property development. Landlord for the ope taxes levied on ~ . ~. - _~_~~-~~ " "" =. -c __ -~ .. ". ." ~ ""_ r - - - - - - - - - -. - . - - . Y @f 0 1- Southern California Chapter 5 Initials of the Society of Industrial and office Realtors? Inc. q (Multi-Tenant Groo Form) 1 4 e e I lease during the Lease Term shall be effective on the first occurs. Landlord mc and all other Common Area costs Common Area costs shall be del Section 4.06. Late Charges. Tenant’s failure to pay rent promptly may cause Landlord to incur unanticipat costs. The exact amount of such costs are impractical or extremely difficult to ascertain. Such costs may include. t are not limited to, processing and accounting charges and lete charges which may be imposed on Landlord by a ground lease, mortgage or trust deed encumbering the Property. Therefore, if Landlord does not receive any n payment within ten (IO) days after it becomes due, Tenant shall pay Landlord a late charge equal to ten percc (10%) of the overdue amount. The paities agree that such late charge represents a fair and reasonable estimate of i coats Landlord will incur by reason of such late payment. rate permitted by law. Tenant under this Leas y any deficiency of funds in the impound account ARllcLE FIVE: USE OF PROPERTY 1.08 above. Section 5.02. Maqp,er of Use. Tenant shall not cause or permit the Property to be used in way whic constitutes a violation of MY law, ordinance, or governmental regulation or order, which annoys or 3 in iferes wi the rights of tenants of the Project, or which constitutes a nuisance or waste. Tenant shall obtain and pay for 6 permits, including a Certificate of OCCUPMCY, required for Tenant’s occupancy of the Property and shall prompt take all actions necessary to comply with all applicable statutes, ordinances, rules, regulations, orders ar requirements regulating the use by Tenant of the Property, including the Occupational Safety and Health Act. Section 5.01. Permitted Uses. Tenant may use the Property only for the Permitted Uses set forth in Sectic Section 5.03. Hazardous Materials. As usad in this Lease, the term “Hazardous Material” means a~ flammable items, explosives, radioactive materials, hazardous or toxic substances, material or waste or relata materials, including any substances defined as or included in the definition of “hdous substances”. “hazardo. wastee”, “hazardous materials” or “toxic substances” now or subsequently regulated dpder any applicable federc state or local laws or regulations, including without limitation petroleum-based products, paints, solvents, lea cyanide, DDT, printing inks, acids, pesticides, ammonia compounds and other chemical products, asbestos, PC and similar compounds, and including MY different productg and materials which are subsequently found to ha adverse affects on the environment or the heelth and safety of persons. Tenant shall not cause or permit a: Hazardous Material to be generated, produced, brought upon, used, stored, treated or disposed of iwr about tl Property by Tenant, its agents, employees, contractors, sublessees or invitees without the prior written consent Landlord. Landlord shall be entitled to take into account such other factars or facts as Landlord may reasonab determine to be relevant in determining whether to grant or withhold consent to Tenant’s proposed activity wi respect to Hazardous Material. In no event, however, shall Landlord be required to consent to of MY atorsge tanka on the Property. of md the office Society Realton,. of Industrial Inc. q (Multi-Tenant Gnu Form) ,E @ 1988 Southern Califomla Chapter 6 Lnitials , e e Section 5.04, Signs ad A~ctions, Tenant shall not plece any signs on the Property without Landlord’s p written consent. Tenant shall not conduct or permit any auctiona or sherWs des at the Property. -4 Section 5.05. Indemnity. Tenant shall indemnify Landlord against and hold Landlord harmless from any all costs, claims or.liability arising from: (a) Tenant’s use of the Property; [b) the conduct of Tenant’s bushes mything else done or permitted by Tenant to be done in or about the Property, including any contamination of Property or any other property resulting from the presence or use of Hazardous Material caused or permitted Tenant; (c) any breach or default in the performance of Tenant’s obligations under this hse; (d) any misreprese tion or breach of warranty by Tenant under this Lease; or [e) other acts or omissions of Tenant. Tenant shall def Landlord against any such cost, claim or liability at Tenant’s expense with counsel reasonably acceptable to Land; \ Section 5.06. Landlord’s Acceaa. Landlord or its agents may enter the Property at all reasonable time show the Property to potential wers, investors or tenants or other parties; to do any other act or to inspect conduct testa in order to monitor Tenant’s compliance with all applicable environmental laws and all laws goven the presence and use of Hazardous Material; or for any other purpose Landlord deems necessary. Landlord shall 1 Tenant prior notice of such entry, except in the case of an emergency. Landlord may place customary “For Sale “For Lease” signs on the Property. Section 5.07. Quiet Possemion. If Tenant pays the rent and complies with all other terms of this Le Tenant may occupy and enjoy the Property for the full Leaae Term, subject to the provisions of this Lease. ARTICLE SIX: CONDlTION OF PROPERTY: MAINTENANCE, REPAIRS AND ALTERATlONS Section 6.01. Existing Conditions. Tenant accepts the Property in its condition as of the execution of Lease, subject to all recorded matters, laws, ordinances, and governmental regulations and orders. Except as provit herein, Tenant ackmowledges that neither Landlord nor any agent of Landlord has made any representation as to condition of the Property or the suitability of the Property for Tenant’s intended use. Tenant represents and want that Tenant has made its own inspection of and inquiry regarding the condition of the Property and is not relying my representations of Landlord or any Broker with respect thereto. If Landlord or Landlord’s Broker has provide Property Information Sheet or other Disclosure Statement regarding the Property, a copy is attached as an exhibi the Lease. Section 6.02. Exemption of Landlord from Liability. Landlord shall not be liable for any damage or inj to the person, business (or any loss of income therefrom), goods, wares, merchandise or other property of Ten; Tenant’s employees, invitees, customers or any other person in or about the Property, whether such damage or inj ie caused by or results from: (a) fire, steam, electricity, water, gas or rain; (b) the breakage, leakage, obstructior 4th defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures or any 01 cause; (c) conditions arising in or about the Property or upon other portions of the Project, or from other source places; or (d) any act or omission of MY other tenant of the Project. Landlord shall not be liable for any such dam or injury even though the cause of or the means of repairing such damage or injury are not accessible to Tenant. ’ provisions of this Section 8.02 shall not, however, exempt Landlord from liability for Landlord’s gross negligencc willful misconduct. Section 6.03. Landlord‘s Obligations. Subject to the provisions of Article Seven (Damage or Destructi and Article Eight (Condemnation), and except for damage caused by any act or omission of Tenant, or Tenw employees, agents, contractors or invitees, Landlord shall keep the foundation, rooQand - a1 1 b-ik. portions exterior walls of the improvements on the Property in good order, condition and repair. TFv%rf Landlord shall be obligated to maintain or repair windows, doors, plate glass or the surfaces of &Is. Ldlord shall not obligated to make any repairs under this Section 6.03 until a reasonable time after receipt of a written notice fi Tenant of the need for such repairs. Tenant waives the benefit of any present or future law which might give Ten the right to repair the Property at Landlord’s expense or to terminate the Lease because of the condition of pnw=tY* \ ;k Air conditioner and heating systems. ;’:;k Structural an? non-structural. rr 1 @ 1088 Southern California Chapter 7 Initials of the Society of Industrial and MfIce Realtors? Inc. q (Multi-Tenant Grama Form) ,& 0 * Section 6.04. Tenant’s Obligations. (a) Except 88 provided in Article Seven (Damage or Destruction) and Article Eight (Condemnation), Ten ahall keep ali portions of the order, umdition and repair ( any portion of the hope or any system or equipment in the Property which Tenant is obligated to repair cannot be fully repaired Or restor Tenant shall promptly replace such portion of the Property or system or equipment in the Property, regardlest whether the benefit of such replacement extends beyond the Lease Term; but if the benefit or useful life of 81 replacement extends beyond the Lease Term (as such term may be extended by exercise of MY options), the Usf lifb of such replacement shall be prorated over the remaining portion of the Leaae Term (as extended), and Ten and,Tenant that, at all times during the Lease Term, Tenant shall maintain the Property in an attractive, fustcl d fully operative coddition. >k (including windows, plateglass, interior wall sufaces, flocrs, f1oc.r coverings an6 hot water heater.) (b) Tenant shall fulfill dl of Tenant’s obligations under this Section 6.04 at Tenant’s sole expense. If Ten fails to maintain, rep& or replace the Property as required by this Section 6.04, Landlord may, upon ten (IO) & prior notice to Tenant (except that no notice shall be required in the case of an emergency), enter the Property t perform such maintenance or repair (including replacement, as needed) on behalf of Tenant. In such me, Ten ohall mimburse Landlord for ail costs incurred in performing ouch maintenance or repair immediately upon dema: Section 6.05. Alterations, Additions, and Improvements. (a) Tenant shall not make any alterations, additions, or improvements to the Property without Landlord’s PI written consent, except for non-structural alterations which do not exceed Ten Thousand Dollars ($10,000) in c cumulatively over the Lease Term and which are not visible from the outside of MY building of which the Propert! part. Landlord may require Tenant to provide demolition andlor lien and completion bonds in form and amo. satisfactory to Landlord. Tenant shall promptly remove any alterations, additions, or improvements constructed violation of this Pyagraph 6.05(a) upon Landlord’s written request. All alterations, additions, and improveme shall be done in a good and workmanlike manner, in conformity with all applicable laws and regulations, and b contractor approved by Landlord. Upon completion of any such work, Tenant shall provide Landlord with “as bu: plans, copies of all construction contracts, and proof of payment for all labor and materials. (b) Tenant shall pay when due all claims for labor and material furnished to the Property. Tenant shall g Landlord at least twenty (20) days’ prior written notice of the commencement of MY work on the Property, regardl of whether Landlord’s consent to such work is required. Landlord may elect to record and post notices non-responsibility on the Property. Section 6.06. Condition upon Termination. Upon the termination of the Lease, Tenant shall surrender 1 Property to Landlord, broom clean and in the same condition as received except for ordinary wear and tear whi Tenant was not otherwise obligated to remedy under MY provieion of this Lease, However, Tenant shall not obligated to repair any damage which Landlord is required to repair under Micle Seven (Damage or Destruction). addition, Landlord may require Tenant to remove any alterations, additions or improvements [whether or not me with Landlord’s consent) prior to the expiration of the Lease and to restore the Property to its prior condition, all Tenant’s expense. All alterations, additions and improvements which Landlord has not required Tenant to remc shall become Landlord’s property and shall be surrendered to Landlord upon the expiration or earlier termination the Leaae, except that Tenant may remove any af Tenant’s machinery or equipment which CM be removed withc material damage to the Property. Tenant shall repair, at Tenant’s expense, any damage to the Property caused by i removal of any such machinery or equipment. in no event, however, shall Tenant remove any of the followi materials or equipment (which shall be deemed Landlord’s property) without Landlord’s prior written consent: E power wiring or power panels; lighting or lighting fixtures; wall coverings; drapes, blinds or other wind coverings; carpets or other floor coverings; heaters, air conditioners or any other heating or air conditioni equipmeat; fencing or security gates; or other similar building operating equipment and decorations. ARTICLE SEVEN: DAMAGE OR DESTRUCTION Section 7.01. Partial Damage to Property. \ [a) Tenant shall notify Landlord in writing immediately upon the occurrence of an damage to the Property the Property is only partially damaged (i.e., less than fifty percent (50%) of the Property I\[ s untenantable as a result ruch damage or less than fifty percent (50%) of Tenant’s operations are materially impaired) and if the procee received by Landlord from the insurance policies described in Paragraph 4.04(b) are sufficient to pay for 1 necessary repairs, this Lease shall remain in effect and Landlord shall repair the damage as soon as reasonal poeeible. Landlord may elect (but is not required) to repair any damage to Tenant’s fixtures, equipment, improvements. -~ of the Society of Iodust&l 3 d office Reelton,. krc. (Multi-TePoPt Gr~er Form) &3 1988 Southern California Chapter -rl 8 Initials J2@f- . “. . : 0 * , .. (bl If the hurance pweeds received by Landlord am not sufficient to pay the entire cost of rep&, or if cause of the damage is not covered by the insurance policies which Landlord maintains under Paragraph 4.0. Landlord may elect either to (i) repairrthe damage 89 soan as reasonably possible, in which case this Lease 8 remain in full force and effect, or (ii) terminate.this Lease'as of the date the damage' occurred. Landlord shall nl Tenant within thirty (30) days after receipt of notice of the occurrence of the damage whether Landlord elecl repair the damage or terminate the Lease. If Landlord elects to repair the damage"] and, if the damage WM due to an act or omissic e difference between the actual cost of repair any insurance proceeds received by Landlord. If Landlord elects to terminate this Lease, Tenant may eh continue this Lease in full force and effect, in which case Tenant shall repair any damage to the Property and building in which the Property is located. Tenant shall pay the cost of such repairs, except that upon satisfa< completion of such repairs, Landlord shall deliver to Tenant any ineuanc~ proceed8 received by b(j\~rd fa1 damage repaired by Tenant. Tenant shall give Landlord written notice of such election within ten (IO) days , wceiving Landlord's..termination.notioe. * Tenant shall pay (c) If the damage to the Property occurs during the last six (0) months of the Lease Term and such damage require more than thirty (30) bays to repair, either Landlord or Tenant may elect to terminate this Lease as of the the damage occurred, regardless of the sufficiency of any insurance proceeds. The party electing to terminate Lease shall give written notification to the other party of such election within thirty (30) days after Tenant's notic Landlord of the occurrence of the damage. Section 7.02. Substantial or Total Destruction. If the Property is substantially or totally destroyed by cause whatsoever - " -" -1, regardless of whether Landlord receives any insurance proceeds, this Lease shall terminate as of the date destruction occurred. after the date of des the Property at Landlord's sole expense, except that if the destruction was caused by an act or omission of Ter Tenant shall pay Landlord the difference between the actual cost of rebuilding and any insurance proceeds rece by Landlord. Section 7.03. Temporary Reduction of Rent. If the Property i damaged and Landlorc Tenant repairs or restores the Property pursuant to the provisions of this any rent payable during period of such damage, repair andlor restoration shall be reduced according to the degree, if any, to which Tena "e of the Property is impaired. However, the reduction shall not exceed the sum of one year's payment of Base R a", Tenant shall not be entitled to any compensation, reduction, or reimbursement E Landlord as a result of any damage, destruction, repair, or restoration of or to the Property. ExceDt for dam . Except for such possible reduction in Base Rent, t and desfruction caused b the Landlo d in repair'ng or restoring th pro erty. ~ -I - --- ---.. Sectlon 7.04. Walver. 'fenant waives he protection of any statute, code-or iU&klal-d?aciQOn which ~sar! tenant the right to terminate a lease in the event if the substantiaior total destruction of the leased property.-Tel agrees that the provisions of Section 7.02 above shall govern the rights and obligations of Landlord and Tenant in event of any substantial or total destruction to the Property. ARTICLE EIGHT CONDEMNATION If all or any portion of the Property is taken under the power of eminent domain or sold under the threat of I power (all of which are called "Condemnation"), this Lease shall terminate as to the part taken or sold on the date condemning authority takes title or possession, whichever occur^ first. If more than twenty percent (20%) of the fl ma of the building in which the Property is located, or which is located on the Property, is taken, either Landlorl Tenant may terminate this Lease as of the date the condemning authority takes title or possession, by deliver written notice to the other within ten (10) days after receipt of written notice of such taking (or in the absence of SI notice, within ten (10) days after the condemning authority takes title or possession). If neither Landlord nor Ter terminates this Lease, this Lease shall remain in effect as to the portion of the Property not taken, except that the E Rent and Additional Rent shall be reduced in proportion to the reduction in the floor area of the Property. A Condemnation award or payment shall be distributed in the following order: (a) first, to any ground lessor, mortga or beneficiary under a deed of trust encumbering the Property, the amount of its interest in the Property; [b) secc to Tenant, only the amount of any award specifically designated for loss of or damage to Tenant's trade fixture; removable personal property; and (c) third, to Landlord, the remainder of such award4whether as compensation reduction in the value of the leasehold, the taking of the fee, or otherwise. If this Leaseiis not terminated, Land1 shall repair any damage to the Property caused by the .Condemnation, except +at Landlord shall not be obligate1 repair any damage for which Tenant has been reimbursed by the condemning authority. If the severance dam received by Landlord are not sufficient to pay for such repair, Landlord shall have the right to either terminate Lsacra or & such repair at Landlord's expense. @ 1QWl Southern California Chapter - 0 Initials @$ of the Society of Industrial SIC and Office RealtorsP Inc. #" (Multi-Tenan t Grow Form) w 0 e .. ARTICLE NINE: ASSIGNMENT ANI) SUBXXlTING Section 9.01. Landlord’s Consent Required. No pdon of the Property or of tenant'^ interest in this LE may be acquired by any other person or entity, whether by sale, assignment, mortgage, sublease, transfer, opera1 of law, ot oct of Tenant, without Landlord’s prior written coneent, except as provided in Section 9.02 bel Landlord hpr the right to grant or withhold its consent as provided in Section 9.05 below. Any attempted tran without coaaent shall be void and shall constitute a noncurable breach of this Lease. If Tenant is a partnership, cumulative tnulefer of more than twenty percent (2096) of the parinerehip interests shall require Landlord’s cons, If Tenant is a corporation, any change in the ownerahip of a controlling interest of the voting stock of the corporal rhll quke hdord’8 COM& Section 9.02. Tenant Affiliate. Tenant may assign this be or sublease the Property, without Laodloi cowant, to any corporation which controls, is controlled’by or 18 under common control with Tenant, or to corporation resulting from the merger of or consolidation with Tenant (“Tenant’s Affiliate”). In such we, Tenant’s Affiliate shall assume in writing all of Tenant’s obligatione under this he. Section 9.03. No Release of Tenant. No transfer permitted by this Article Nine, whether with or with Landlord’s consent, shall release Tenant or change Tenant’s primary liability to pay the rent and to perform all oi obllgatioas of Tenant under this Lease. Landlord’s acceptance of rent from MY other person is not a waiver of provision of this Article Nine. Consent to one transfer is not a consent to any subsequent transfer, If Tena transferw defaults under this Lease, Landlord may proceed directly against Tenant without pursuing remec against the transferee. Landlord may consent to subsequent assignments or modifications of this Lease by Tena transferee, without notiQixq Tenant or obtaining its consent. Such action shall not relieve Tenant’s liability uf thb be. Section 9.04. Offer to Terminate. If Tenant desires to assign the Lease or sublease the Property, Tex. shall have the right to offer, in writing, to terminate the he as of a date specified in the offer, If Landlord elecb writing to accept the offer to terminate within twenty (20) days after notice of the offer, the Lease shall terminate a the date specifbd and all the terms and provisions of the Lease governing termination shall apply. If Landlord d not 90 elect, the Lease shall continue in effect until otherwise terminated and the provisions of Section 9.05 v respect to any proposed transfer shall continue to apply. Section 9.05. Landlord’s Consent. (a) Tenant’s request for consent to any transfer described in Section 9.01 shall set forth in writing the detail the proposed transfer, including the name, business and financial condition’of the prospective transferee, finan, details of the proposed transfer (e+, the term of and the rent and security deposit payable under MY propo assignment or sublease), and any other information Landlord deem relevant. Landlord shall have the righl withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the prop0 ahignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of proposed assignee or subtenant; (iii) Tenant’s compliance with all of its obligations under the Lease; and [iv) 8: other factors as Landlord may reasonably deem relevant. if Landlord objects to a proposed assignment solely bear of the net worth andlor financial reputation of the proposed assignee, Tenant may nonetheless sublease (but assign). all or a portion of the Property to the proposed transferee, but only on the other tern of the propo. traasfer, lu -- - ” - - ” - 7 osts of renovation or construction t is entitled to recover such costs a written statement certifying aAl ampunts to be paid from e Section 9.06. No Merger. No merger shall result from Tenant’s sublease of the Property under this Arti Nine, Tenant’s surrender of this Lease or the termination of this Lease in any other manner. In any such evf Landlord may terminate any or all subtenancies or succeed to the interest of Tenant as sublandlord under rubtanancies. of .nd the Office Society ReoltM,. of Industrial Inc. 9 (Multi-Tennnt Groer Fonn) .& (8 1888 Southern California Chapter 10 lnitials - . .- c . a e ”. ARTICLE TEN: DEFAULTS; REMEDIES Section 10.01. Covenants ad Conditions. Tenant’s performance of each of Te&t’s obligatiom under a Leare is a condition as well ea a covenant. Tenant’s right to continue in possession of the Property is conditfonc upon such performance. Time is of the essence in the performance of all covenants and conditions. Section 10.02. Default& Tenant shall be in material default under this Lease: (a) If Tenant abandons the Property or if Tenant’s vacation of the Property results in the cancellation of a: insurance described in Section 4.04; (?I) If Tenant fails to pay rent or any other charge when due;. (c) If Tenant fails to perform any of Tenant’s non-monetary obligations under this Lease for a period of thh (30) days after written notice from Landlord; provided that if more than thirty (30) days are required to complete su performance, Tenant shall not be in default if Tenant commences such performance within the thirty (30) -day peril and thereafter diligently pursues its completion. However, Landlord shall not be required to give such notice Tenant’s failure to perform c nstitutes a non-curable breach of this.Lease. The notice required by this Paragraph intended to satisfy any and a P 1 notice requirements imposed by law on Landlord and is not in addition to any su requirement. (d) (i) If Tenant makes a general assignment or general arrangement for the benefit of creditors; (ii) if a petiti for adjudication of bankruptcy or for reorganization or rearrangement is filed by or against Tenant and is I dismissed within thirty (30) days; (iii) if a trustee or receiver is appointed to take possession of substantially all Tenant’s asseta located at the Property or of Tenant’s interest in this Lease and possession is not restored to Tent within thirty (30) days; or (iv) if Substantially all of Tenant’s assets located at the Property or of Tenant’s interest this Lease is subjected to attachment, execution or other judicial seizure which is not discharged within thirty (: days. If a court of competent jurisdiction determines that any of the acts described in this subparagraph (d) is no default under this Lease, and a trustee is appointed to take possession (or if Tenant remains a debtor in possessic and such trustee or Tenant transfers Tenant’s interest hereunder, then Landlord shall receive, as Additional Rent, 1 excess, if any, of the rent (or any other consideration) paid in connection with such assignment or sublease over 1 rent payable by Tenant under this Lease. (e) If any guarantor of the Lease revokes or otherwise terminates, or purports to revoke or otherwise termine any guaranty of all or any portion of Tenant’s obligations under the Lease. Unless otherwise expressly provided, guaranty of the Lease is revocable. ’ Section 10.03. Remedies. On the occurrence of any material default by Tenant, Landlord may, at MY til @ereafter, with or without notice or demand and without limiting Landlord in the exercise of any right or reme which Landlord may have: (a) Terminate Tenant’s right to possession of the Property by any lawful means, in which case this Lease sh terminate and Tenant shall iriunediately surrender possession of the Property to Landlord. In such event, Landlc shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant’s default, including the worth at the time of the award of the unpaid Base Rent, Additional Rent and other charges which Landlord h earned at the time of the termination; (ii) the worth at the time of the award of the amount by which the unpaid BI Rent,”Additional Rent and other charges which Landlord would have earned after terminmion until the time of 1 award exceeds the amount of such rental loss that Tenant proves Landlord could have reasonably avoided; (iii) 1 worth at the time of the award of the amount by which the unpaid Base Rent, Additional Rent and other char1 which Tenant would have paid for the balance of the Lease term after the time of award exceeds the amount of su rental loss that Tenant proves Landlord could have reasonably avoided; and (iv) any _other amount necessary compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations unc the Lease or which in the ordinary course of things would be likely to result therefrom, including, but not limited any costs or expenses Landlord incurs in maintaining or preserving the Property after such default, the cost recovering possession of the Property, expenses of reletting, including necessary renovation or alteration of 1 Property, Landlord’s reasonable attorneys’ fees incurred in connection therewith, and any real estate commissi paid or payable. As used in subparts (i) and (ii) above, the “worth at the time of the award” is computed by allowi interest on unpaid amounts at the rate of fifteen percent (15%) per annum, or such lesser amount as may then be i maximum lawful rate. As used in subpart (iii) above. the “worth at the time of the award” is computed discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the awa plus one percent (1%). If Tenant has abandoned the Property, Landlord shall hay the option of (i) rem possession of the Property and recovering from Tenant the amount specified in tho Paragraph 10.03(a), ‘or proceeding under Paragraph lO.O3(b); I (b) Maintain Tenant’s right to possession, in which case this Lease shall continue in effect whether or Tenapt has abandoned the Property. In such event, Lendlord shall be entitled to enforce all of Landlord’s rights 8 mmhes under this Lease, including the right to recover the rent as it becomes due; (c) Pursue any other remedy now or hereafter available to Landlord under the laws or judicial decisions of state in which the Property is located. @ 1988 Southern of the Society California of Industrial Chapter 11 Initials ,& and Office Realtors? Inc. q (Multi-Tenant Gram Form) .. .* a I. Section 10.04. Repayment of “Free” Kent. If this he provides for a postponement of any monthly reI payments, a period of “free” rent or other rent concession, such postponed rent or “free” rent is called the *IA~ Rant”. Tenant shall be credited with having paid all of the Abated Rent on the expiration of fie Lease Term od Tenant hu fully, faithfully, and punctually performed all of Tenant’s obligations hereunder, including the pap of d rent (other than the Abated Rent) and all other monetary obligations and the surrender of the Property in physical condition required by this Lease, Tenant acknowledges that its right to receive credit for the Abated Ret absolutely conditioned upon Tenant’s full, faithful and punctual performance of its obligations under this Leas1 Tenant defaults and does not cure within any applicable grace period, the Abated Rent shall immediately &( due and payable in full and this Lease shall be enforced as if there were no such rent abatement or other 1 concession. In such case Abated Rent shall be calculated based on the full initial rent payable under this Leas, Section 10.05. Automatic Termination. Notwithstanding any other term or provision hereof to the con& the Lease shall terminate on the occurrence of any act which affirms the Landlord’s intention to terminate the LA as provided in Section 10.03 hereof, including the filing of an unlawful detainer action against Tenant. On s termination, Landlord’s damages for default shall include all costs and fees, including reasonable attorneys’ fees t Landlord incurs in connection with the filing, commencement, pursuing andlor defending of any action in I bankruptcy court or other court with respect to the Lease; the obtaining of relief from any stay in barJrru~ restraining any action to evict Tenant; or the pursuing of any action with respect to Landlord’s right to possessio1 the Property. All such damages suffered (apart from Base Rent and other rent payable hereunder] shall constil pecuniary damages which must be reimbursed to Landlord prior to assumption of the Lease by Tenant or ~ucc8s80r to Tenant in any bankruptcy or other proceeding. Section 10.06. Cumdative Remedies. LBndlord’s exercise of any right or remedy shall not prevent it 6 exercising any other right or remedy. ARTICLE ELEVEN: PROTECTION OF LENDERS Section 11.01. Subordination. Landlord shall have the right to subordinate this Lease to any ground le deed of trust or mortgage encumbering the Property, any advances made on the security thereof and any reneu modifications, consolidations, replacements or extensions thereof, whenever made or recorded. Tenant s cooperate with Landlord and any lender which is acquiring a security interest in the Property or the Lease, Ter ohall execute such further documents and assurances as such lender may require, provided that Tenant’s obligati under this Lease shall not be increased in any material way [the performance of ministerial acts shall not be deen material), and Tenant shall not be deprived of its rights under this Lase. Tenant’s right to quiet possession of Property during the Lease Term shall not be disturbed if Tenant pays the rent and performs all of Tena obligations under this Lease and is not otherwise in default. If any ground lessor, beneficiary or mortgagee elect. have this Lease prior to the lien of its ground lease, deed of trust or mortgage and gives written notice thereo Tenant, this Lease shall be deemed prior to such ground lease, deed of trust or mortgage whether this Lease is ds prior or subsequent to the date of said ground lease, deed of trust or mortgage or the date of recording thereof Section 11.02. Attornment. If Landlord’s interest in the Property is acquired by any ground lessor, t eficiary under a deed of trust, mortgagee, or purchaser at a foreclosure sale, Tenant shall attorn to the transferee o successor to Landlord’s interest in the Property and recognize such transferee or successor as Landlord under Lease. Tenant waives the protection of any statute or rule of law which gives or purports to give Tenant any rigb terminate this Lease or surrender possession of the Property upon the transfer of Landlord‘s interest. Section 11.03. Signing of Documents. Tenant shall sign and deliver any instrument or documents necest or appropriate to evidence any such attornment or subordination or agreement to do so. If Tenant fails to dc within ten (IO) days after written request, Tenant hereby makes, constitutes and irrevocably appoints Landlord any transferee OT successor of Landlord, the attorney-in-fact of Tenant to execute and deliver any such instrumenl document. Section 11.04. Estoppel Certificates. (a) Upon Landlord’s written request, Tenant shall execute, acknowledge and deliver to Landlord a writ statement certifying: (i) that none of the terms or provisions of this Lease have been changed (or if they have bc changed, stating how they have been changed); (ii) that this he has not been cancelled or terminated; (iii) the date of payment of the Base Rent and other charges and the time period covered by such payment; (iv) that Land1 ia not in default under this Lease (or, if Landlord is claimed to be in default, stating why); and (v) such ot representations or information with respect to Tenant or the Lease as Landlord may reasonably request or which I prospective purchaser or encumbrancer of the Property may require. Tenant ahall deliver such statement to Land1 within ten (10) days after Landlord’s request. Landlord may give any such statement Py Tenant to MY prospecl purchaser or encumbrancer of the Property. Such purchaser or encumbrancer may hly conclusively upon 81 rtatement an true and correct. (b) If Tenant does not deliver such statement to Landlord within such ten (IO) -day period, Landlord, and proqmctive purchaser or encumbrancer, may conclusively presume and rely upon the following facts: (i) that terms and provisions of this Lease have not been changed except as otherwise represented by Landlord; (ii) that 1 Lease has not been cancelled or terminated except as otherwise represented by Landlord; (iii) that not more than 4 month’s Base Rent or other charges have been paid in advance; and (iv) that Landlord is not in default under he. In such event, Tenant shall be estopped from denying the truth of such facts. R /7 Q 1886 Southern California Chapter - 12 Initials s of the Society of Industrial X and office ReElton,. Inc. P- (Multi w -Te-t Gro~ Form) I&@- - vl/ L/ I 0 a *I Section 11.05. Tenant’s Finacid Condition. Within ten (10) days after mitten request from Landlor, Tenant shall deliver to Landlord such financial statements as Landlord reasonably requires to verify the net worth Tenant or any assignee, subtenant, or guarantor of Tenant. In addition, Tenant shall deliver to any lender designat( by Landlord any financial statements required by such lender to facilitate the financing or refinancing of t] Property, Tenant represents and warrants to Landlord that each such financial statement is a true and accura elelement 88 of the date of such statement, All financial statementa shall be confidential and shall be used only f the purposes set forth in this Lease. ARTICLE TWELVE: LEGAL COSTS Section 12.01 Lagal Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, suI MY (*e “&faulting Party”) shall reimburse the other party (the “Nondefaulting Party”) upon demand for any cot or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Pw under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees a1 costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore. if any action I breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party whose favor a judgment is entered, a reasonable sum as attorneys’ fees and costs. The losing party in such acti shall pay such attorneys’ fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmle from all costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to a] claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or agairl any person holding any interest under or using the Property by license of or agreement with Tenant; (b) f foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising o of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlorc interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States COC as amended. Tenant shall defend Landlord against any such claim or action at Tenant’s expense with counf reasonably acceptable to Landlord or, at Landlord’s election, Tenant shall reimburse Landlord for any legal fees costs Landlord incurs in any such claim or action. Section 12.02, Landlord’s Consent. Tenant shall pay Landlord’s reasonable attorneys’ fees incurred connection with Tenant’s request for Landlord‘s consent under Article Nine (Assignment and Subletting), or connection with any other act which Tenant proposes to do and which requires Landlord’s consent. ARTICLE THIRTEEN: MISCELLANEOUS PROVISIONS Section 13.01.. Non-Discrimination. Tenant promises, and it is a condition to tho continuance of this Lea! that there will be no discrimination against, or segregation of, any person or group of persons on the basis of‘ rat color, sex, creed, national origin or ancestry in the leasing, subleasing, transferring, occupancy, tenure or use of t Property or any portion thereof. Section 13.02. Landlord’s Liability; Certain Duties. (a] AS used in this Lease, the term “Landlord” means only the current owner or owners of the fee title to tl Property or Project or the leasehold estate under a ground lease of the Property or Project at the time in questio Each Landlord is obligated to perform the obligations of Landlord under this Lease only during the time SUI Landlord owns such interest or title. Any Landlord who transfers its title or interest is relieved of all liability wi respect to the obligations of Landlord under this Lease to be performed on or after the date of transfer. However, eac Landlord shall deliver to its transferee all funds that Tenant previously paid if such funds have not yet been applic under the terms of this Lease. [b) Tenant shall give writterl notice of any failure by Landlord to perform any of its obligations under this Lea to Landlord and to any ground lessor, mortgagee or beneficiary under any deed of trust encumbering the Proper whose name and address have been furnished to Tenant in writing. Landlord shall not be in default under this Lea unless Landlord (or such ground lessor, mortgagee or beneficiary) fails to cure such non-performance within thir (30) days after receipt of Tenant’s notice. However, if such non-performance reasonably requires more than thirty (3 days to cure, Landlord shall not be in default if such cure is commenced within such thirty (30) -day period a~ thereafter diligently pursued to completion. (c) Notwithstanding any term or provision herein to the contrary, the liability of Landlord for the performan of its duties and obligations under this Lease is limited to Landlord’s interest in the Property and the Project, a1 neither the Landlord nor its partners, shareholders, officers or other principals shall have any personal liability und this Lease. #\ Section 13.03. Severability. A determination by a court of competent jurisdictibn that any provision of th 1, Lease or any part thereof is illegul or unenforceable shall not cancel or invalidate the remainder of such provision this Lease, which shall remain in full force and effect. Section 13.04. hterpmttttion. The captions of the Articles or Sections of this Lease ure to assist the parties reading this Lease and are not a part of the terms or provisions of this Lease. Whenever required by the context of tk Lease, the singular shall include the plural and the plural shall include the singular. The masculine, feminine a~ neuter genders shall each include the other. In any provision relating to the conduct, acts or omissions of Tenant, tl term “Tenant” shall include Tenant’s agents, employees, contractors, invitees, successors or thers usin Property with Tenant’s expressed or implied permission. @ 1688 Southern of the Society California of industrial Chapter 13 Initials ,E and Office Realtors? Inc. 9 (Multi-Tenant Gross Form) 0 0 1 .. Section 13.05. Ineorpo~tion of Prior Agreements Modificationa. This Lease in the only agreen between the parties pertaining to the lease of the Property and no other agreements are effective. All amendment thir Lsare shall be in writing and signed by all partier. Any other attempted amendment ahall be void, Section 13.06. Notices. All notices required or permitted under this Lease shall be In writing and shal personally delivered or sent by certified mail, return receipt requested, postage prepaid. Notices to Tenant aha] delivered to the address specified in Section 1.03 above, except that upon Tenant’s taking possession of the Propc the Property shall be Tenant’s address for notice purposes. Notices to Landlord shall be delivered to the add specified in Section 1.02 above. All notices shall be effective upon delivery, Either party may change ita no address upon written notice to the other party. Section 13.07. Waivers. All waivers must be in writing and signed by the waiving party. Landlord’s failur enforce any provision of this Lease or its acceptance of rent shall not be a waiver and shall not prevent Landlord E enforcing that provision or any other provision of this Lease in the future. No statement on a payment check f Tenant or in a letter accompanying a payment check shall be binding on Landlord. Landlord may, with or witl notice to Tenant, negotiate such check without being bound to the conditions of such statement. Section 13.08. No Redomlation. Tenant shall not record this Lease without prior written consent f Landlord. However, either Landlord or Tenant may require that a “Short Form” memorandum of this Lease exec1 by both parties be recorded. The party requiring such recording rhdl pay all transfer taxes and recording fees Section 13.09. Binding Effect; Choice of Law. This Lease binds any party who legally acquires any right interest in this Lease from Landlord or Tenant. However, Landlord shall have no obligation to Tenant’s succel unless the rights or interests of Tenant’s successor are acquired in accordance with the tern of this L.ease. The 11 of the state in which the Property fa located shall govern thin Lease. Section 13.10. Corporate Authority; Partnership Authority. If Tenant is a corporation, each per signing this Lease on behalf of Tenant represents and wananta that he has full authority to do 80 and that this LA binds the corporation. Within thirty (30) days after this Lease is signed, Tenant shall deliver to Landlord a certi copy of a resolution of Tenant’s Board of Directors authorizing the execution of. this Lease or other evidence of s authority reasonably acceptable to Landlord. If Tenant is a partnership, each person or entity signing this bass Tenant represents and warrants that he or it is a general partner of the partnership, that he or it has full authorit sign for the partnership and that this Lease binds the partnership and all general partners of the partnership. Ter shall give written notice to Landlord of any general partner’s withdrewal or addition. Within thirty (30) days E this Lease is signed, Tenant shall deliver to Landlord a copy of Tenant’s recorded statement of partnership certificate of limited partnership. ’ Section 13.11. Joint and Several Liability. All parties signing this Lease as Tenant shall be jointly I severally liable for all obligations of Tenant. I - Section 13.12. Force Majeure. If Landlord cannot perform any of its obligatfons due to events bey1 Landlord’s control, the time provided for performing such obligations shall be extended by a period of time qua the duration of such events. Events beyond Landlord’s control include, but are not limited to, acts of God, war, c commotion, labor disputes, strikes, fire, flood or other casualty, shortages of labor or material, government regula! or restriction and weather conditions. Section 13.13. Execution of Le-. This Lease may be executed in counterparts and, when all counter] documents are executed, the counterparts shall constitute a single binding instrument. Landlord’s delivery of . Lease to Tenant shall not be deemed to be an offer to lease and shall not be binding upon either party until execu and delivered by both parties. termination of this Lease. Section 13.14. Survival. All representations and warranties of Landlord and Tenant shall survive ARTICLE FOURTEEN: BROKERS J the written agreement between Landlord and Landlord’s Brolr, or the 8um stated rendered to Landlord by Landlord’s Broker in this transaction. Landlord shall pay agreement between Landlord’s obligation on Landlord to pay a er than Landlord’s Broker. @ 1088 Southern California Chapter of the Society of industrial and Office Realton? Inc. 0 0 I , 0 Landlord exclusively; horn Tenant has dealt who are o " ADDFTIONAL PROVISIONS MAY BE SET FORTH IN A RU)ER OR RIDERS AlTACHED HERETO OR Ih BLANK SPACE BELOW. IF NO ADDITIONAL PROVISONS ARE INSERTEI), PLEASE DRAW A LINE THROUCi SPACE BELOW. ". . .-. . .- ---.-.- ~ . - ". . _Zc__--. - 15. EARLY TERMINATION .. . The term of this lease is contingent upon appropriation of funds by the ciI In the event funding is not available this lease may be' cancelled. Lessee I the right to terminate said lease anytime after completion of one (1) year ( by first giving ninety (90) days prior written notice to the Lessor on or ai July 31, 1990.' 8 Landlord and Tenant have signed this Lepm at the plum and on the dater specified adjacent to their rigm below and have initleiled ell Riden which are attached to or incorporated by reference in thls he, "LANDLORD" Signed on , 19- Palomar 46 8t By: I* Executive Vice President William H. Adair c c By: Itr: "TENANT" Signed on City of Carlsbad I' 8t n$kk;. a/ M/7 Ykru / &" ay: Claude "Bud" Lewis ~tr: Mayor of Carlsbad i By: i Itr: IN ANY REAL ESTATE TRANSACI'ION, IT IS RECOMMENDED THAT YOU bNSULT WlTH A PE SIONAL, SUCH AS A CIVIL ENGINEER, INDUSTRIAL HYGIENIST OR OTHER P-N WITH EXPERIET EVALUATING THE CONDITION OF THE PROPERTY, INCLUDING THE POSSIBLE PRESENCE OF ASBE HAZARDOUS - AND UNDERGROUND STORAGE TANKS. THIS PRINTED FORM LEASE HAS BEEN DRAFIZD BY LEGAL COUNSEL AT THE DIRECI'ION 0 SOUTHERN CALIFORNIA CHAPTER OF THE SOCIETY OF INDUSTRIAL AND OFFICE REALTORS.o I& REPRESENTATION OR RECOMMENDATION IS MADE BY THE SOUTHERN CAWFORNU CHAPTER 0 SOClEIY OF INDUSTRIAL AND OFFICE REALTORS? INC., lTS LEGAL COUNSEL, THE REAL ESTATE BR( NAMED HEREIN, OR THEIR EMPLOYEES OR AGENTS, AS TO THE LEGAL SUFFICIENCY, LEGAL EFFE RE" LEGAL COUNSEL TO ADVISE THEM ON SUCH "ERS AND SHOULD SUCH LEGAL COUNSEL. STAX CONSEQUENCES OF v LEASE OR OF THIS TRANSACTION. LANDLORD @ I= Southern Callfornia Chapter 15 of the Society of Industrial 9 rrrd offiql Rerltmf lac,, (Multi-Tmt Gmw Form) rfiUV'l3lU.Y . ,' a e 4 STANDARD LEASE ATTACllMENT FOR ACRELilENT IIEPAIRS hND/REPLACEMENT This Lease Attachment refers to that certain Lease dated 6-22-89 , by and between Palomar 46 dba as Les-or. and premises known as 2075 Corte Del Nogal, Suite Q Carlsbad, CA 92008 I . The following paragraphs are hereby incorporated into the aformentioned Lease and made a part thereof: Paragraph # 16 . OUTSIDE STORAGE;. Lessee hereby grants permission to Lessor to tow away and store, at Lessee's expense, all automobiles or motor vehices belonqinq to Lessee or4ts employees or customers, which remain in.the common parking area for more than 48 consecutive hours. No automobiles or motor vehicles shall be parked and left unattended in any part of the common area or service yard not striped or designated for parking. Lessee shall not store in the parking, service or common area any materials, supplies, equipment or machinery outside the premises, whether in the open or in tanks, bin or other container devices, and shall not otherwise obstruct parking, service or common areas. .. r interior surfaces of ace any asphalt Paraqraph t I$ . CLI\..";S. Lcssol- shall replace, at thc exFcnsc of the Lessee.. any and all platc and other qlass damaged or broke from any cause whatsoever in and about the leased Freniscs, or Le may, at its option, replace such olass at its expense provir?cc! Lessee receives approval from Lessor to perform this repair. "- LESSOR: Palomar 46 DDA: LESS By: !jY W.K. ADAIR, EXECIITIVL.: VTPPESIDENT Mayor of Carlsbad 8 "I p I .- ... a 0 1 ,. 5 ' Provirion No. 19 EMISSIONS; STORAGE, USE AND DISPOSAL OF WASTE 1. EmlS8iOnS. Tenanl shall 1101: a. Permit any vehicle on Ihe premises to emit exhausl which is in violation 01 any governmental law. rule. regulation or requir b. Discharge. emil or permil lo be discharged or emilled, any liquid, solid or gaseous rnaller. or any combmalion lheceol. . atmosphere, the ground or any body of waler. which maller. as reasonably delermined by Lessor or any govornmenlal en(lly. may. pollute or contaminate the same. or is, or may become, radioaclive or does, or may, adversely allecl Ihe (1) heallh or persons. wherever located, whelher on Ihe premises or anywhere else. (2) condillon. use or enjoymenl of Ihe premises or any c or personal properly, whelher on Ihe premises or anywhere else. or (3) premises or any 01 Ihe improvemenls thereto or lhereon I buildings, toundalionc, pipes, utility lines. landscaping or parking areas; c. Produce, or permil lo be produced. any inlenso glare, lighl or heal excepl wllhin an enclosed or screened area and then on11 .manner lhal Ihe glare, light or heal shall no1 be discernible lrom oulside Ihe premises; d. Creale, or permit lo be crealed. any sound pressure level which will interfere wilh Ihe quid enjoyment 01 any real property ou premises, or which will creale a nuisance or vlolate any governmenlal law. rule, regulalion or requirement; e. Create, or permil lo be crealed. any ground vibralion lhal is discernible oulside Ihe premises; 1. Transmit, receive or permit lo be lransmilled or received, any eleclromagnellc, microwave or other radialton which is hi hazardous lo any person or properly in, on or aboul Ihe premises, or anywhere else. 2. StOf8gO and US@. a. Storage. Subjecl lo the uses permrlled and prohibiled to Tenant under lhis lease, Tenant shall slore In appropriate leak proof CI all solid, liquid or gaseous matler. or any comblnalron lhereol. which maller. il drscharged or emilled inlo Ihe almosphere. Ihe c any body 01 water, does or may (1) pollule or conlaminale Ihe same, Or (2) adversely allecl Ihe (i) health or salely 01 persons. wt Ihe premises or anywhere else, (ii) condilion. use or enjoymenlot Ihe premises or any real or personal properly, whelher on the I or anywhere else, or (iii) premises or any 01 Ihe improvemenls lherelo or lhereon. b. Use. in addition, withoul Landlord's prior wrillen consenl. Tenant shall no1 use. slore or perm11 lo remain on Ihe promises any so , or gaseous maller which is, or may become, radioaclive. ll Landlord does give ils consent. Tenanl shall store Ihe malerials I manner lhat no radioactivity will be deleclable oulside a designaled storage area and Tenant shall use the materials in such a ma ~ (1) no real or personal properly outside Ihe designaled slorage area shall become conlaminaled lhereby or (2) there are and st IC adverse eflecfs on Ihe (i) heallh or salely ol persons, whelher on Ihe premises or anywhere else, (li) condltton. use or enloym premises or any real or personal properly lhereon or Iherein, or (iii) premises or any 01 Ihe improvements lhereto or lherec 3. Disposal 01 Waste. a. Reluse Disposal. Tenanl shall no1 keep any Irash. garbage, waste or other reluse on Ihe premises excepl in sanllary containers regularly and lrequently remove same lrom Ihe premises. Tenant shall keep all incineralors, containers or other equipment US( storage:or disposal 01 such malerials in a clean and sanilary condition. b. Sewage Disposal. Tenanl shall properly dispose 01 all sanilary sewage and shall no1 use Ihe sewage dlsposal syslem ( I ) lor the 01 anything except sanitary sewage or (2) excess of Ihe lesser of Ihe amount (a) reasonably conlemplated by Ihe uses permcll this Lease or (b) permitled by any governmental enlity. Tenanl shall keep Ihe sewage dlsposal syslem lree of all obstruclions an' operating condition. c. DlsposalolOlher Waste. Tenant shall properly dispose of all olher waste or olher rnaller delivered lo. slored upon, localed upon used on, or removed Irom. Ihe prcmses in such a manner lhal is does not. and will nol, adversely allecl Ihe (1 ) heallh or salely 01 wherever located. whether on Ihe premlsos or elsewhere, (2) condilion. use or enjoymenlol the premlses or any olher real or property. wherever located. whelher on the premises or anywhere else, or (3) premises or any ol the tmprovemenls therelo o including buildings, loundalions, pipes, ulllily lines, iandscaping or parking areas. 4. Compliance with Law. Nolwithslandlng any olher provision in this Lease to Ihe conlrary, Tenanl shall comply wllh all laws, ordinances, regulalions, rules and olher governmenlal requiremenls in complying wilh ils obligalions under lhis lease. and in F relating lo Ihe storage. use and disposal of hazardous or toxic maller. 5. Indemnification. Tenant shall delend. indcmnily and hold Landlord harmless lrom any loss. claim, liabillly or expense. includrng i lees and costs, arising out 01 or in connection wlth ils tailure lo observe or comply with Ihe provi,sions 01 this Lease. I .. LANOLORD- Palomar 46 TENANT: @PI,; Mayor of Carlsbad By: I b05 a I, t 'i 0 IlIIIIIIIUl~~~~~~~~~~~~~~U~~~~~~ Suite ti & C Suite L) Suiie E suite Iz Suite C - L UC'B A Suite M Suite N Suite 0 Suite P - W ~~~nlllll~~lln~~l~~~~~ suile x -e 3,~ 5.r. I ,032 6.r. 1,651 S.C. 3,943 s.r. 1,536 6.r. 1,491 s.r. 4,7111 b.f. 1,1115 LC. 2,w s.r. I ,1142 6.r. 1,491 s.C. " ._ . 1. "" " I Exhibit "A" Area leased is represented by the cross-hatched areas above The above referenced square footages are approximate rentab measurements. &f -” -. ANT : CITY OF CARLSBAD a @ BLOC: 46-4 T “ADDRESS : . .’ 2075 Corte Del Nogal, Ste., Q, Carlsbad CA QUALITY AND/OR SIZE HEIGHT, LENGTH, ETC. st .. STANDALU) IMPROVEMENTS ONLY. xxx . STADAw -IMPROVEMENTS PLUS THOSE SHOWN ON B2 AND 83 RTITIONS *e ORs: OOR COVERING: . JJMBING: ;GHTS:- .* . JITCHES : UL ELEC. OUTLETS: c iONE OUTLETS : IC. OR VENT FAN: /C HOOK-UP : ATER HEATER: .. AINTING: NLESS OTHERWISE STATED, THE IMPROVEMENTS LISTED ABOVE W~LL BE FINAL. NY ADDITIONS * WILL BE PAID FOR BY TENANT. EXHIBIT P IMPROVEMENTS &fi L!!iGN WE8T DUILDWS @ " I ' )J. NAMEC~ IF CARLSBAD LIBRARY =TION: 2075 Corte Del Nogal "Q" NER: Gildred Development Company DRESS: 5411 Avenida Encinas Blvd. y: Carlsbad, CA 92008 PROJ. NO: BID DATE: 5-22-89 TIME: - COMPLETION TIME: OCD 0 WD SQ. FOOTAGE - 1st Flr: 805 Sq ft 2nd Flr: NO. STORIES: Si te Other: WPM. Int. D.10 Checked: Int. Date Estimate: a Prel. 0 Review 0 Con1 03.0 1 Building Concrete .02 Rrinforcing Steel 81 Merh .03 Lightwright Concrrtr Fill 04.01 Masonry 06.01 Structural 81 Mi%. Steel I 08.01 Ro. Carpentry 81 Lumbar .02 Finish Carpentry 81 Millwork .03 Glu Lam Beams 81 Panel. Roof .M Prdabricrted Trusser I ~~ ~ ~~ ~ 1 P- .02 Heating. Ventil. & Air Cond. 2875 " 03 Fire Prole- 07n 16.01 Electrical 17.01 Bonds 18.01 Architecture 81 Engineering A 1Q.01 Contractor's Fee 10 y, v IU SUBTOTAL 6850 N IC TOTAL *. EXHIBIT B2 wv y a e ha I. ' I ?-wW*% I a07e ad= bm NO- 1'63. I c \ .d I I I \: rx LC %4?Juz Br,W H$t&ip#& /r/ &+M I * w Awda mm, '6' ;. ,I 1' $," g3MR !I i! . J4r-y @3 ! ,l)~ I * !I:. I1 i I I EXHIBIT B3 '* . ,\< I a b_ 0 0 SIGN CRITERIA 1. SIGN CRITERIA This criteria establishes the uniform policies for all Tenant oign indentification within the PALOMAR AIRPORT BUSINESS PARK. This criteria hao been established for the purpoee of maintaining the overall appearance of the Park. Conformance will be strictly enforced. Any sign inetalled that does not conform to the, sign criteria, unless agreed upon by the Landlord, will be brought to conformity at the expense of the Tenant. A. General Requirements 1. A drawing of the size and shape of the approved sign io attached. Lettering and installation shall be paid for by the Tenant. 2. Landlord shall approve all COPY . and/or logo 3. Landlord shall direct the placement of all design prior to the installation of the oign. tenant signs and the method of attachment to the building. 4. Tenant shall be responsible for the fulfillment of all requirements of this criteria. B. General Specifications 1. The sign's dimension6 ohall be 12" high by 4 feet wide. 2. Tenant shall be allowed one oign regardless of size of occupancy. 3. All sign lettering shall be white in color. No other color shall be a maximum of 4. in height. 4. No electrical or audible sign's shall be allowed. 5. Upon expiration of leaoe, 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 upon any automated machine, glass panes of the building, landscaped areas, streets, or parking areas. I &?e -. Landlordfs'Initials Tenant ls"Inikials i, I i EXHIBIT "C" .. . . .. c,;: .' .* '