HomeMy WebLinkAbout1993-10-26; City Council; Resolution 93-296b I\ # @ 0
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RESOLUTION NO. 9 3 - 2 9 6
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, APPROVING A LEASE
AGREEMENT WITH PLAZA PASEO REAL, SHOPPING CENTER
FOR THE LIBRARY BRANCH
WHEREAS, lease negotiations have been undertaken with both the
of the Plaza de la Costa Shopping Center at 7750 El Camino Real, Carlsbad, Ca
and the owners of the Plaza Paseo Real Shopping Center located at 6949 El (
Real, Carlsbad, California for use by the Library Branch; and
WHEREAS, the lowest offer received for this lease was submitted b
Paseo Real Shopping Center; and
WHEREAS, the California Library Services Act (CLSA) State Grant I
has sufficient unappropriated funds;
NOW THEREFORE, be it resolved by the City Council of Cz
California as follows:
1. The above recitations are true and correct.
2. An additional $4,800 for property rental and $11,500 for re11
expenses is appropriated from the CLSA available fund balanc
3. The Lease Agreement between the City of Carlsbad and the B
Administration as Trustee for the Police and Fire Dep;
Retirement Fund and the Board of Administration as Trustee
Federated City Employees Retirement Fund, as owners of thl
Paseo Real Shopping Center, attached hereto, is hereby appra
4. The Mayor is hereby authorized to sign the Lease on behalf
City.
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1 PASSED, APPROVED AND ADOFTED by the City Council of the
2 Carlsbad, California, at its regular meeting held on the 26th
3 Of OCTOBER , 1993, by the following vote, to wit:
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AYES: Council Members Lewis, Stanton, Kulchin, Nygaard,
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NOES: None
ABSENT: None
'CLAUDE A. LEWIS, Edayor
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ATTEST:
(SEAL) 15
ALETHA L. RAUTENKRANZ, City Clerk' 14
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e 0 ORIGI
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PLAZA PASEO REAL SHOPPING CENTER LEASE
BY AND BETWEEN
THE BOARD OF ADMINISTRATION
as trustee for the
POLICE AND FIRE DEPARTMENT RETIREMENT FUND
and
THE BOARD OF ADMINISTRATION, .
as trustee for the
FEDERATED CITY EMPLOYEES RETIREMENT mTND
AS LANDLORD
AND
CITY OF CARLSBAD
AS TENANT
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PLAZA PASEO REAL SHOPPING CENTER LEASE
THIS LEASE is entered into as of the day of
199-, by and between THE BOARD OF ADMINISTRATION AS TRUSTEE FOR THE
POLICE AND FIRE DEPARTMENT RETIREMENT FUND and THE BOARD OF
ADMINISTRATION AS TRUSTEE FOR THE FEDERATED CITY EMPLOYEES
RETIREMENT FUND ("Landlord") and CITY OF CARLSBAD ("Tenant").
ARTICLE I
LEASE OF PREMISES
1.1 PREMISES. Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord, subject to all of the terms and conditions hereinafter set forth, that certain
retail/comercial space (hereinafter referred to as the "Premises") located in the shopping
center complex known as Plaza Paseo Real (the "Shopping Center") which is situated in
Carlsbad, California on that certain real property described in the attached Exhibit "A". '
Shopping Center consists of multiple retail/comercial buildings (the "Shopping Center
Buildings") and certain landscape, parking, sidewalk and driveway areas for use in corn
with all tenants in the Shopping Center (the "Common Area"), as more particularly descri
on the attached Exhibit "A".
1.2 DESCRIPTION OF PREMISES. The Premises is located within the are
delineated by crosshatching on the attached Exhibit "B". Prior to the commencement of
Lease Term, and at one time during the Lease Tern, at Landlord's or Tenant's option,
Landlord's architect shall determine and certify in writing to the Tenant and the Landlord
actual leasable square feet contained in the Shopping Center Buildings and the Premises,
which determination and certification shall be conclusive, and thereupon Tenant's Fixed
Minimum Rent (as defrned in Section 3.3) shall be adjusted accordingly.
1.3 DECLARATION. The Premises is subject to (and Tenant is bound by) a certai
Declaration and Reservation of Access and Reciprocal Parking Easements recorded May
1990 as Instrument No. 90-249319 in the Official Records of San Diego County, Calif01
(the "CC&Rs") .
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ARTICLE II
BASIC LEASE PROVISIONS
2.1 Project Name: Plaza Paseo Real
2.2 Tenant’s Trade Name: CITY OF CARLSBAD
2.3 Premises Address 6949 El Camino Real, Suite 200 (AKA C10)
Carlsbad. CA 92009
2.4 Leasable Area of Premises: 5.6 13 square feet (subject to
adjustment under Section 1.2 above).
2.5 Leasable Area of the Shopping Center Buildings: 146,762 square feet
(subject to adjustment under Section 1.2 above).
2.6 Percentage Rent Rate: NIA % (See also Section 3.3.2 below.)
2.7 Initial Monthly Impound: $ None (See also Section 3.6.2 below.)
2.8 Initial Fixed Minimum Rent (Annual): $54.108.00 * ($9.64 per gross leasable squ
foot of the Premises) (See also Section 3.3.1 below.)
2.9 Initial Fixed Minimum Rent (Monthly): $4.509.00 * ($a per gross leasable squa
foot of the Premises) (See also Section 3.3.1 below.)
2.10 Basic Rent Adjustment: See Attached Addendum.
2.11 Lease Term: Five (5) years (See also Section 3.1 below.)
2.12 Target Date for Completion of Landlord’s Work December 1. 1993.
2.13 Target Commencement Date: January 1. 1994 (This date represents a good faith
estimate by ‘Landlord and Tenant of date the Lease Term will commence.) (See also
Section 3.1 below.)
pursuant to Section 3.1.2.)
Section 3.1.2.)
2.14 Security Deposit: $ 0 (See also Section 3.4 below.)
2.15 Use of Premises: City Library and for no other purposes. (See also Section 5.1
below.)
Actual Commencement Date: (To be inserted by Landlord
Expiration Date: (To be inserted by Landlord pursuant to
* See Addendum, Section 14.
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2.16 Initial Contribution to Promotional Fund: $ None (See also Section 3.7 below.)
2.17 Monthly Contribution to Promotional Fund: $ None per gross rentable square fo
of the Premises (See also Section 3.7 below.)
2.18 Addresses for Payment and Notices:
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Landlord:
Emily P. Searls, Asset Manager
NBS Realty Advisors
601 California Street, Suite 1400
San Francisco, CA 94108
with a copy to:
(415) 781-2363
Linda M. Webber
Coast Commercial Properties
4010 Barranca Pkwy., #260
Imine, CA 92714
(714) 857-3557 I
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Tenant:
CITY OF CARLSBAD
1200 Carlsbad Village Drive
Carlsbad, CA 92008
Attn: Claude A. Lewis, Mayor
(619) 438-0218
with a copy to:
Mr. Ralph Anderson
CITY OF CARLSBAD
405 Oak Avenue
Carlsbad, CA 92008
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2.19 Brokers: CB Commercial Real Estate Group. Inc.
2.20 Lease Addendum: Any addendum which is attached hereto forms a part of this Le;
and is incorporated herein by this reference.
2.21 THE FIRST MONTHLY INSTALLMENT OF FIXED MINIMUM RENT PAYAB
UNDER THIS LEASE AND THE SECURITY DEPOSIT TO BE PAID UNDER THIS
LEASE SHALL BE PAID BY TENANT TO LANDLORD AT THE TIME THIS LEASE
EXECUTED BY TENANT.
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2.22 . Exhibits: The exhibits listed below are incorporated in this Lease and are to be
construed as part hereof:
"A" Shopping Center Site Plan
"B" Location of the Premises
"C" Tenant Improvement Agreement
"D" Landlord's Sign Criteria
"E Rules and Regulations
"F" Estoppel Certificate
* Addendum
THIS LEASE SHALL NOT BECOME EFFECTIVE UNTIL EXECUTED BY LANDLOR
AND TENANT AND THE SUBMISSION OF THIS FORM OF LEASE TO TENANT B'I
LANDLORD, OR LANDLORD'S AGENT, DOES NOT CONSTITUTE AN OFFER TO
LEASE. NO EMPLOYEE OR AGENT OF LANDLORD OR ANY PERSON WITH
WHOM TENANT MAY HAVE NEGOTIATED THIS LEASE HAS ANY AUTHORITY
MODIFY THE TERMS HEREOF OR TO MAKE ANY AGREEMENTS,
REPRESENTATIONS, OR PROMISES UNLESS THE SAME ARE CONTAINED HERE
OR ADDED HERETO IN WRITING.
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ARTICLE III
TERM AND RENT
b 3.1 TERM.
3.1.1 Commencement Date. The term of this Lease (the "Lease Term") shall be
for the period set forth in Section 2.11 above, and shall commence as provided below:
3.1.1.1 The Lease Term shall commence on (? - the date that Tenant opens for business.
3.1.1.2 In the event Tenant is not open for business within sixty (1
days after the Target Commencement Date (unless the failure to open for business within
time requirement was caused by strikes, material shortages, acts of God or Landlord, in w
event the deadline will be extended for one day of each day of delay caused by such
occurrence), Landlord, at its option, may cancel the Lease. In such event, Landlord shall
over possession of the Premises.
3.1.2 Xotice to Tenant. The actual date of commencement of the Lease
Term (the "Commencement Date"), shall be inserted in Section 2-13 of the Basic Lease
Provisions promptly upon such commencement and written notice of such commencemer
shall be delivered to Tenant by Landlord. The date of expiration of this Lease, (the
"Expiration Date)", shall be determined by computing the length of the Lease Term prov
at Section 2.22 of the Basic Lease Provisions from the Commencement Date, and shall b
inserted in Section 2.13 of the Basic Lease Provisions at the same time as the Commenc
Date is inserted.
3.2 PAYMENT OF RENT. Tenant hereby covenants and agrees to pay to Landlorc
in the form of:
3.2.1 "Fixed Minimum Rent";
all as hereinafter provided. All sums due to Landlord or third parties under this Lease
be deemed "Rent" for the purpose of enforcing this Lease. The payment of all Rent
hereinafter set forth shall begin on the Commencement Date. Rent shall be paid in Un
States currency at the office of Landlord in advance, without demand and without any
reduction, abatement, counterclaim or setoff. Time is of the essence in the payment 0;
Rent payable hereunder.
3.3 RENT. Tenant shall pay Landlord Rent as follows:
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3.3.1 Fixed Minimum Rent. An annual Fixed Minimum Rent in the amount set
forth in Section 2.8 above, payable in twelve (12) equal monthly installments in the amount
set forth in Section 2.9 above, each payable in advance on the first day of each month
throughout the Lease Term. Should the Lease Term commence on a day other than the fir?
day of a month, the first monthly installment of Fixed Minimum Rent shall be prorated on
basis of a thirty (30) day month.
month.
Common Area Expenses as defined in Secfion 3.6.1.
3.3.4 Adiustment of Fixed Minimum Rent. Fixed M
increased, but in no event decreased, at the expiration of each year ustment Date”) 01
Section 3.3.1 until the next Adjustment Date.
3.3.4.1 The adjusted Fixed Minimum all be determined on each
Adjustment Date by multiplying the Fixed Minimum by a fraction, the denominator
f Labor, Bureau of Labor, Bureau (
Labor Statistics, Revised Consumer Price
itan Area, all terms (1967=100) (the
CPI index figure for the month immediat-
U.S. Department of Labor‘s dex then in use and in the event said Index is
discontinued, then the most
different from the bas 1967=100, figures used for calculating the adjustment shal a supplied by the Bureau. If the described Index shall not 11
Index is published by the Department of Labor, another Indl
as authoritative shall be substituted by Landlord.
tenants, concessionaires and any other person in or from the Premises
3.3.5.1 All sales made in, or upon orders placed at, or completed by de
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or from or upon orders placed at the Premises;
3.3.5.5 Sales made by means of mechanical or other
Premises. Each sale, charge or business transaction upon installment
charge or contract is made.
customers which were previously included in gross sales
ntage Rent due hereunder. Tenant shall i~
one or more recording cash registers o all sales including credit card sales in, on
from the Premises shall be recorded ch cash register tapes shall be retained as par
the required records. Landlord a
all reasonable times for the purpose of examinin
records.
. Tenant shall prepare and deliver to Landlord within twentj
each calendar month at the place where rent is then required
. In addition, Tenant shall further prepare and deliver to Landlord on 01
ieth (30th) day following the end of each calendar year during the Lease
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gross sales made during the preceding calendar year or fraction thereof.
herein above specified, any statement of gross sales required hereunder,
(i) charge Tenant an
report; or (ii) treat Tenant’s failure as a material breach of
any other remedy allowed by law. In the alternative case in which Landlord
ch written sales
and tax returns, which in any way pt
conducted by Landlord or by any authorized
percent (2%) of the amount shown by Tenant’s, statement fc
ord shall be entitled to declare Same to be a breach of this Leas
Tenant’s obligation hereunder. If Tenant fails to pay Rent or other ch
otherwise defaults with respect to any provision of this Lease, Land1
or any portion of said deposit for the payment of any Rent or
in an amount sufficient to restore said del
Lease and LandIord terminate this Lease. Landlord shall not be requi
om its general accounts. If Tenant performs all of Tenant3
3.5 UTILITIES. Tenant shall be solely responsible for and shall promptly pay all
electric and shone attributable to the Premises at the rates charged by the supply utili
companies.
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3.6 COMMON AREA 4GWEN-B.
3.6.1 Defition of Common Area. The Term "Common Area," as used in this
Lease means all areas within the exterior boundaries of the Shopping Center now or later
made available for the general use of Landlord and other persons entitled to occupy space
the Shopping Center Buildings, and includes the exterior surfaces and roofs of the Shoppin
Center Buildings. Without limiting this definition, Landlord may include in the Comon
Area those portions of the Shopping Center presently or later sold or leased to purchasers
tenants, as the case may be, until the commencement of construction of the building(s)
thereon, at which time there shall be withdrawn from the Common Area those areas not sc
forth by such owner or lessee for common use. Common Area shall not include (i) any
improvements installed by a tenant outside of its premises, whether with or without
Landlord's knowledge or consent, or (ii) any areas or facilities that could be considered a
Common Area except that the areas or facilities are included in the description of a premi
leased to a tenant.
d1 ac I
Lease means: (i) all costs and expenses incurred by Landlord in (w) operating, managing
policing, insuring, repairing and maintaining the Common Area, Shopping Center, and,
applicable, the security offices, management offices, merchant association offices, & a
services (the "Common Facilities"), (x) insuring the Common Facilities and the mmon
s and systems, water lines a
es not exclusively serving the pren
nter. Common Area Expenses shall
, painting, lighting, cleaning, trash removal,
related to the quirem y federal, state or local governmental agency; expense!
related to the Common
on and overhead in an amount equal to fifteen percent (15%)
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manner:
Landlord, on the first day of each calendar month, an amount estimated by
Tenant's initial Monthly Impound under this Lease is set forth in Section
Impound may be adjusted periodically by Landlord based on reasonable
anticipated Common Area Expenses.
3.6.3.1 From and after the commencement of the Term, Tenant
rds fiscal year, Land
year (as the case may
year, the amount of Ten2
share of the Common Area Expenses for said calendar o year and the Monthly
Impound payments made by Tenant during that year. If 's share of the Common AI
Expenses exceeds Tenant's prior Monthly Impound
deficiency within ten (10) days after receipt of the
Impound payments for the calendar or fiscal year
Impound payments owed by Tenant.
following:
Area Expense item ("Responsib er Store"), Tenant's share of the portion of such spe
Common Area Expense item
commencement of calendar year or fiscal year (as the case may be), or at
or fiscal quarter (but in no event less than eighty percer
ble area of the Shopping Center Buildings) less the leasable area
(i) Real Property Taxes assessed against the land in the
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the Shopping Center other than the Shopping Center Buildings.
not allocated in
Section 3.6.3.3(a), above, Tenant's share shall be an amount determined by
Shopping Center Buildings leased and occupied by tenants as of encement of the
of the Shopping Center Buildings).
3.7 ADVERTISING AND PROMOTION RJND. rd may, from time to time
advertising and sales promotions for the benefit of
to be known as the Promoti
for advertising, promotion and puk
administrative expenses), at such
3.7.1 Monthly Contribution.
% of the amounts paid into the Promotion Fun , or Landlord may choose to provide promotiona
administrative services in lieu o etary contribution. The amount of Tenant's pap1
into the Promotion Fund shall
equal to the annual increase in
increase be less than ent (4%) of the prior year's payment into the Promotion Ft
shall be carried fo
Should Landlord elect to have a "Grand Opening"
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ARTICLE IV
CONSTRUCTION OF PREMISES
4.1 LANDLORD AND TENANT OBLIGATIONS. Subject to delay as provided
herein, Landlord shall, at its own cost and expense, develop the Premises in accordance witl
plans and specifications prepared by Landlord or Landlords architect, incorporating in SUC~
construction all items of work to be performed by Landlord as described in Exhibit "C"
attached hereto ("Landlord's Work"), as soon as practical after all final drawings and
specifications for the improvements of the Premises have been adopted and approved as
provided in Exhibit "C". Any work to be performed by Tenant as specified in Exhibit 'IC
any permits, fees, or applications for such work, or any work in addition to any of the item
listed in Exhibit "C" shall be performed or obtained by the Tenant at its sole cost and
expense (collectively "Tenant's Work). Any equipment or work other than those items lis
in Exhibit "C" requested by Tenant to be installed in or constructed on the Premises by
Landlord shall be paid for by Tenant prior to commencement of construction or installatior
such additional items.
4.2 POSSESSION. Upon taking Dossession. and subiect to a punch list of items tc
corrected within thirtv (30) days after possession, Tenant will accept the Premises in thc
condition & which it may then be and waives any right to obiect to the condition of the
Premises, appurtenances thereto and improvements thereon as of the date of acceptance.
Landlord shall not be liable under this Lease to Tenant for any latent or patent defects i~
the Premises, the Shopping Center Building in which the Premises is located, or the Shop1
Center. However, if such latent or patent defects Drevent Tenant from occupving the
Premises, Tenant shall have the right to terminate this Lease.
4.3 "SUBSTANTIAL COMPLETION". DELETED
4.4 CONSTRUCTION ACTIVITIES. DELETED
4.5 DELAY IN POSSESSION. Landlord shall not be liable for failure to deliver
possession of the Premises to Tenant on the Target Commencement Date set forth in
Section 2.13-above; provided, however, that if Landlord fails to deliver possession of the
Premises on or before the expiration of three (3) months from the date specified in
Section 2.13 above, either party may terminate this Lease by giving thirty (30) days' writ
notice to the other party. Thereafter, neither party shall have any further liability to the (
in connection with this Lease. Landlord shall not be deemed to be in default with respec
the performance of any of its construction obligations herein if such default is due to an!
strike, lockout, civil commotion or invasion, rebellion, hostilities, sabotage, govementa
regulations or controls, inability to obtain materials, services or financing, inclement we2
acts of God, delay on the part of Tenant or other causes beyond the control of Landlord.
ARTICLE V
COVENANTS OF TENANT
5.1 USE OF PREMISES BY TENANT.
5.1.1 Tenant shall occupy and use the Premises only for those uses set forth in
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Section 2.25 above and for no other purpose or purposes without the prior written consent c
Landlord.
5.1.2 Negative Covenants. Tenant shall not:
5.1.2.1 Use or permit the Premises to be used for any purpose other than st
forth in Section 2.15 above.
5.1.2.2 Conduct or permit to be conducted in the Premises any fire sale,
auction, bankruptcy sale, second-hand sale, going-out-of-business sale or other promotions
sales, except for periodic sales in the normal course of business and Friends of the Libra: - sales.
5.1.2.3 Allow any activity to be conducted on the Premises or store any
material on the Premises which will cause a cancellation or increase in the premiums or
violate the terms of any insurance policy maintamed by or for the benefit of Landlord or tl
Shopping Center.
5.1.2.4 Use or allow the Premises to be used for sleeping quarters, dwellir
rooms or for any unlawful purpose or permit any cooking on the Premises without Landlo
prior written consent.
5.1.2.5 Solicit business, distribute advertising, obstruct, place any
merchandise, vending or amusement machines on, or, otherwise use in the conduct of its
business, any part of the Common Area of the Shopping Center, including the sidewalks i
front of or adjacent to the Premises.
5.1.2.6 Commit or allow to be committed any waste, damage or nuisance
any portion of the Premises, or interfere with any other tenant's use of the Common Area
Shopping Center.
5.1.2.7 Handle, store, manufacture, treat, release, use or permit the use of
Hazardous Substances (as defined below) on or in the Premises, or discharge any Hazard1
Substances onto the land or any Surface water or ground water at or near the Premises, el
in compliance with applicable Environmental Laws (as defined below). Tenant shall con
with the applicable provisions of the Safe Drinking Water and Toxic Enforcement Act of
1986. California Health and Safety Code Section 25249.6 et seq. Tenant shall immediat
advise Landlord in writing of (a) any and all governmental agency regulatory proceeding:
enforcement actions instituted or threatened which presently require or could require
investigation, mitigation, clean-up, alteration or abatement of conditions at the Remises,
(b) all claims made or threatened by any party against Tenant or the Premises relating to
damage, contribution, cost recovery, compensation, loss or injury resulting from any
Hazardous Substance. "Hazardous Substances" shall mean any substance which is
(i) designated, defined, classified or regulated as a hazardous substance, hazardous mate1
hazardous waste, pollutant or contaminant under any Environmental Law, as currently in
effect or as hereafter amended or enacted, (ii) a petroleum hydrocarbon, including crude
any fraction thereof and all petroleum products, (iii) PCBs, (iv) asbestos, (v) flammable,
explosive, toxic or otherwise or (ix) a reproductive toxicant. Environmental Law(s) shal
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. mean the comprehensive Environmental Response, Compensation and Liability Act of 1980
42 U.S.C. Sections 9601, et seq., the Resource Conservation and Recovery Act of 1979, 42
U.S.C. Sections 6901 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Sectio
1801 et seq., the Clear Water Act, 33 U.S.C. Sections 1251 et seq., as said laws have been
supplemented or amended to date, the regulations promulgated pursuant to said laws and a
other federal, state or local law, statute, rule, regulation, ordinance, decree, order, permit
license, approval or authorization which regulates or proscribes the use, storage, disposal,
presence, cleanup, transportation or release or threatened release into the environment of
Hazardous Substances or pertaining to the protection of human health and safety of the
environment.
5.1.2.8 Erect or install any exterior signs or window or door signs, adverti
media or window or door lettering or placards; install any exterior lighting or plumbing
fuctures, shades or awnings; make any exterior decoration or painting; build any fences, w
barricades or other obstructions; or, install any radio, television, phonograph, antennae, 101
speakers, sound amplifiers, flashing or revolving lights, or similar devices on the roof,
exterior walls or in the windows of the Premises, or make any changes to the store front
without Landlord's prior written consent. Any signs, lights, advertising material, loud
speakers or anything installed by Tenant on the Premises which may be seen, heard, or
experienced outside the Premises must be designed or approved by Landlord. Tenant agr
to utilize Landlord's designated Shopping Center sign contractor for the fabrication and
installation of Tenant's signs. Tenant shall not display, paint or place, or cause to be
displayed, painted or placed any handbills, bumper stickers, or other advertising devices (
any vehicles parked in the Common Area of the Shopping Center, nor shall Tenant distri
or cause to be distributed in the Shopping Center any handbills or other advertising devic
5.1.3 Affimative Covenants. Tenant shall:
5.1.3.1 Comply at its sole cost and expense with all laws, ordinances, cc
orders, rules and regulations (state, federal, municipal or promulgated by other agencies
bodies having or claiming jurisdiction) affecting or requiring improvements or modifkati
to the Premises, including, without limitation (a) all laws, ordinances, codes, orders, rule
regulations dealing with environmental protection, pollution or Hazardous Substances; a
the requirements of the Americans with Disabilities Act ("ADA").
5.1.3.2 Warehouse, store and/or stock in the Premises only such goods,
and merchandise as Tenant intends to offer or sale at retail at, in, from or upon the Pre~
Tenant shall use for ofice, clerical or other non-selling purposes only such space in the
Premises as is from time to time reasonably required for Tenant's business in the Premi
as 1s reasonably determined by Landlord for such ty
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herein provided; said further ed to be in lieu only of Percentage Rent as
to conduct its busin
parties of the damage that Landlord would incur for lost Rent, costs and ot
5.1.3.5 Keep the Premises, entrances thereto, walkways adjacent thereto,
loading platforms, service areas, garbage and refuse storage arm free from obstruction an
clean and neat, and arrange for the prompt and frequent pickup of rubbish at .such interval
Landlord may direct.
5.2 REPAIRS.
5.2.1 Acceptance of Premises. Tenant agrees that its acceptance of the Prernisc
(as evidenced by Tenant's entry into possession thereof') shall constitute conclusive proof
the Premises is, as of the Commencement Date, in a tenantable and good condition and m
Tenant hereby waives the right to make repairs at Landlord's expense under the provision
Section 1941 and 1942 of the Civil Code of California Tenant hereby waives its rights,
any, under the provisions of Section 1932, Subdivision 2 and Section 1933, Subdivision d
the Civil Code of California.
5.2.2 Maintenance by Tenant. Tenant shall, at Tenant's sole cost and expensc
keep the Premises and every part thereof in good and sanitary order, condition and repai
(except as hereinafter provided with respect to Landlord's obligations) including, withou?
limitation, the maintenance, replacement and repair of any storefront, doors, window
easements, glazing, plumbing, pipes, electrical wiring and conduits. Any work of repair
maintenance performed by or on account of Tenant by persons other than Landlord shal
performed by contractors reasonably approved by Landlord. Tenant shall, upon the exp
or sooner tennination of this Lease, surrender the Premises to Landlord in good conditil
broom clean, ordinary wear and tear and damage from causes beyond the reasonable ca
of Tenant excepted. Any damage to adjacent premises caused by Tenant's use of the
Premises shall be repaired at the sole cost and expense of Tenant.
5.2.3 Maintenance bv Landlord. Notwithstanding the provisions of Section
above, Landlord shall, repair and maintain the HVAC system (and contract for regular
professional HVAC maintenance), and the exterior walls, roof and structural porlions c
Shopping Center Buildings, unless such maintenance and repairs are caused in part or
whole by the act, neglect, fault or omission of any duty by Tenant, its agents, servants
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employees, or invitees, in which case Tenant shall pay to Landlord the actual cost of such
maintenance and repairs. Landlord shall not be liable for any failure to make such repairs or
to perform any maintenance unless such failure shall persist for thirty (30) days after writter
notice of the need for such repairs or maintenance is given to Landlord by Tenant lor such
louver - period as is reasonably reauired provided Landlord commences reoairs within
such 30 dav period and diligentlv prosecutes such repairs to completion. There shall be
no withholding of rent and no liability of Landlord by reason of any injury to or interference
with Tenant’s business arising from the making of any repairs, alterations or improvements in
or to any portion of the Shopping Center Buildings or the Premises or in or to fixtures,
appurtenances and equipment therein. Tenant waives the right to make repairs at Landlords
expense under any law, statutes or ordinances now or hereafter in effect.
5.2.4 Notice to Landlord. Tenant shall promptly notify Landlord in writing of the
need for any repairs to be performed by Landlord at Tenant’s expense and Landlord shall
have the right to enter the Premises at any time upon reasonable notice with such personnel
and equipment as may be deemed necessary by Landlord to make such repairs. Unless
Landlord is nevligent, - in no event shall Landlord be liable to Tenant, for any loss, damage
(including water damage), theft, or destruction of or to any merchandise, fixtures, money or
other property belonging to any person occasioned by acts of Landlord or its agentsor
employees while making such repairs. In no event shall Tenant be entitled to any
withholding of rent during periods of such repair.
5.2.5 ReDairs for Tenant. In the event Tenant fails or refuses to perform any
repairs required of it hereunder, or to make any payment in connection therewith, in addition
to all other remedies available hereunder, at law or in equity, for Tenant‘s default, Landlord
may, but shall not be obligated to, enter the Premises with personnel and equipment and
perform such repairs on behalf of and at the expense of Tenant, or make such payment for
such repairs on behalf of Tenant and charge Tenant for such payments made plus interest at
the maximum legal rate allowed by law.
5.3 ALTERATIONS.
5.3.1 Alterations. Tenant shall not make or cause to be made any alterations,
additions or improvements or install or cause to be installed any trade fixtures, exterior sign:
floor covering, interior lighting, plumbing fixtures, shades or awnings or make any changes 1
the store front of the Premises without Landlord’s prior written consent. Tenant shall presen
Landlord with plans and specifications for such work, construction means and methods, the
identity of the contractor to be employed and the time for performance of such work
concurrently with the request for approval. If required by Landlord, Tenant shall also provic
security for the lien free completion of such work in the form of a bond or other security
satisfactory to Landlord.
5.3.2 Removal of Alterations by Tenant. All alterations, decorations, additions
and improvements made by Tenant, or made by Landlord on Tenant‘s behalf by agreement
under this Lease (collectively, “Alterations”), shall remain the property of Landlord during t
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Lease Term and any extension of renewal thereof. No Alterations shall be removed from thc
Premises without Landlord's prior written consent. During the Lease Term, Tenant shall not
remove any of its trade fixtures or other personal property without the immediate replacemel
thereof with comparable fmtures. or property. Upon expiration of this Lease, or any renewal
term thereof, at Landlord's option, Tenant shall remove all Alterations, and restore the
Premises as provided in Section 13.1 hereof. If Tenant fails to remove such Alterations and
restore the Premises, then upon the expiration of this Lease, or any renewal thereof, and up
Tenant's removal from the Premises, all such Alterations shall become the property of
Landlord and Tenant shall reimburse Landlord for the cost of removal and/or storage of suc
Alterations.
5.3.3 Liens. Tenant shall keep the Premises-free from any kinds of liens,
encumbrances, charges or pledges arising out of work performed or materials furnished
Tenant and shall promptly pay all contractors, materialmen, laborers, suppliers and vendors
used by Tenant to improve the Premises, so as to minimize the possibility of a lien attache
thereto. Should any such lien be made or filed, Tenant shall bond against or discharge the
same within ten (10) days after written request by Landlord.
5.3.4 Indemnity. Tenant shall indemnify, defend and hold Landlord, the Premis8
and the Shopping Center and every part thereof free and harmless from and against'any ar
all liability, damage, claims, demands, suits, actions or expense (including attorneys' fees)
arising out of any work done on or about the Premises by Tenant, its employees,
representatives, successors, contractors, subcontractors, materialmen and assigns.
5.4 SIGNS, AWNINGS AND CANOPIES. See Addendum, !kction 15
5.4.1 Landlord's Consent. Tenant shall not place or suffer to be placed or
maintained on the roof or on any exterior door, wall or windows (or within 48 inches of i
windows) of the Premises any sign, awning or canopy, or advertising matter on the glass
any window or door of the Premises without Landlord's prior written consent. Tenant fu
agrees to maintain such sign, awning, canopy, decoration, lettering or advertising matter ,
may be approved in good condition and repair at all times.
5.4.2 Sim Criteria. See Addendum -, -+ T-
thereafter be rnaintaind by Tenant at its own expense.
Landlord may do so and Tenant shall reimb
does not conform to Landlord's
" " -
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5.5 PARKING. Tenant and its employees shall park their vehicles only in those portic
of the Common Area from time to time designated for such purpose by Landlord, Further,
Landlord shall have the right to adopt and implement such parking programs as may be
necessary to alleviate parking problems during peak tmffk periods, including requiring the
use of offsite parking for employees. Tenant shall furnish Landlord with a list of its
employees and the license numbers of their vehicles within fifteen (15) days after Tenant
opens for business in the Premises. Tenant shall be responsible for ensuring that its
employees comply with all the provision so this section and such other parking rules and
regulations as may be adopted and implemented by Landlord from time to time, including
not limited to systems of validation, shuttle transportation or any other programs which m;
be deemed necessary or appropriate by Landlord to control, regulate or assist parking by
customers of the Shopping Center.
ARTICLE VI
CONTROL OF SHOPPING CENTER
6.1.1 The new Premises shall be substantially the Same in size,
in that condition by Landlord at its cost.
6.1.2 The physical relocation of the Premises shall mplished by Landlor1
its cost.
6.1.3 The physical relocation of the Pre all take place on a weekend an
as not been completed in that time, re
location commences to the time it is
completed.
directories, advertis
lord shall not have the right to relocated the Premises more than tu
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of which shall be the total number of gro uare feet in the Premises before
relocation. /
6.2 PARKING AND COMMON AREA.
6.2.1 Maintenance and Use of Common Area. The manner in which the Corn
Area shall be maintained shall be solely determined by Landlord. Landlord shall have the
right in its sole discret‘on to allow any purchaser or tenant to maintain any portion of the
Common Area &provided such purchaser or tenant shall maintain the Common Area
an equal or better standard as the remainder of the Common Area in the Shopping Center.
any owner or tenant of any portion of the Shopping Center maintains any portion of the
Common Area, Landlord shall not have any responsibility for the maintenance of that pon
of the Common Area.
6.2.2 Rules and Reeulations. The use and ,occupancy of the Premises by Tern
shall include the right to use the Common Area (except those portions of the Common A
on which have been constructed or placed permanent or temporary kiosks, displays, carts
stands and those areas used in the maintenance or operation of the Shopping Center) in
common with Landlord and other tenants of the Shopping Center and their employees, ag
customers and invitees, subject to such reasonable, nondiscriminatory rules and regulatio
concerning the use of the Common Area as may be established by Landlord from time tc
time. Written notice of such rules and regulations and amendments and supplements the:
if any, shall be given to Tenant thirty (30) days prior to their effective date. Tenant agre
promptly comply with all such rules and regulations upon receipt of written notice from
Landlord. Landlord’s current rules and regulations are attached as Exhibit “E”. In the
of a conflict between the terms of this Lease and the Rules and Regulations. the ter
this Lease shall povern.
6.2.3 Control of and Changes to Common Area. Landlord shall have the sol
exclusive control of the Common Area, as well as the right to make reasonable changes
Common Area. Landlord‘s rights shall include, but not be limited to, the right to (a) re!
the use of .the Common Area by unauthorized persons; (b) cause Tenant to remove or n
persons from any unauthorized use of the Common Area if they are using the Common
by reason of Tenant‘s presence in the Shopping Center; (c) utilize from time to time an:
portion of the Common Area for promotional, entertainment and related matters; (d) pla
permanent or temporary kiosks, displays, carts and stands in the Common Area and to
Same to tenants; (e) temporarily close any portion of the Common Area for repairs,
. improvements or alterations, to discourage noncustomer use, to prevent dedication or 2
easement by prescription, or for any other reason deemed sufficient in Landlord’s judgr
(f) reasonably change the shape and size of the Common Area; (g) add, eliminate or cl
the location of improvements to the Common Area, including, without limitation, builc
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lighting, parking areas, roadways and curb cuts; and (h) construct buildings on the Common
Area. Landlord may determine the nature, size and extent of the Common Area and whethe
portions of the same shall be surface, underground or multiple-deck.
6.3 DEVELOPMENT OF SHOPPING CENTER BY LANDLORD. It is expressly
understood and agreed that Landlord may at its sole option (but shall not be obligated to), a
without Tenant's consent, and without liability to Tenant:
6.3.1 Develop undeveloped portions of the Shopping Center;
6.3.2 increase the size of the Shopping Center by additions of contiguous property
decrease the size of the Shopping Center or increase, decrease or otherwise modify the
Shopping Center Buildings, Common Area, parking layout, ingress or egress to and from tl
Shopping Center; in any of which events, Landlord shall deliver to Tenant a revised
Exhibit "A" which shall be substituted in and automatically become part of this Lease.
6.3.3 Build additional stories on any of the Shopping Center Buildings and constr
doubledeck subterranean, or elevated parking facilities. Landlord makes no warranty or
representation whatever regarding the names or character of businesses to be conducted or
size or location of any space to be occupied by any tenant of the Shopping Center. The
Shopping Center Buildings use designations, if any, set forth on Exhibit "A" are for
convenience only, and is not to be construed as a representation that the Shopping Center
Buildings will be put to such use; and Tenant does not rely on any such representation in
entering into this Lease.
6.4 RIGHT OF ACCESS.
6.4.1 Easement RiPhts. Tenant hereby grants to Landlord such licenses or
easements in, under or over the Premises or any portion or portions thereof as shall be
reasonably required for the installation or maintenance. of mains, conduits, pipes or other
facilities to serve the Shopping Center or any part thereof.
6.4.2 Access Rights. Landlord and its agents shall have free access to the Pren
during all reasonable hours for the purpose of examining the same and to ascertain if Te
is in compliance with the terms of this Lease, to exhibit the same to prospective purchas
tenants pursuant to this Lease and to post such notices as may be desirable or necessary
Landlord's sole judgment.
ARTICLE VII
TAXES AND ASSESSMENTS
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expiration or earlier termination of the Term.
subdivision thereof in whic
dlord on account of Rent payable t
en (10) days after Tenant’s receipt of the tax
bill therefor from Landlord.
. Tenant shall pay, before delinquency, all
te. If at any time during the Lease Term any of the foregoing are
ARTICLE VICI
INSURANCE
8.1 INSURANCE TO BE MAINTAINED BY TENANT. At all times during the Le
Term, Tenant, at its sole cost and expense, shall maintain in full force and effect self
insurance and Dooled coverage or coverave with insurance companies licensed to do
business in the State of California and otherwise satisfactory to Landlord one or more po
evidencing the following coverage:
8.1.1 Comprehensive general liability insurance or its equivalent including
premises/operations, contractual liability, independent contractors, personal injury,
products/cornpleted operations and, if applicable, liquor liability insurance with respect tc
Premises and the business operated by Tenant and subtenants and concessionaires of TeI
in the Premises, of which the combined single limit of general liability shall not be less
$1,OOO,OOO per Occurrence for bodily injury and property damage.
8.1.2 “All risk“ coverage insurance covering all trade fmtures, merchandise ani
personal property in or upon the Premises in amounts not less than one hundred percen
(100%) of the replacement value thereof, providing protection against any peril include
within the classification of “Fire and Extended Coverage”, including sprinkler damage,
vandalism and malicious mischief.
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8.1.3 Plate glass insurance on the Premises.
The above policies shall name Landlord, and any person, firms, or corporatic
designated by Landlord as additional insureds. Said entities shall not, by reason of their
inclusion under said policies, incur liability for payment of any premium. The policies sha
contain a clause that insurer will not cancel or change such coverage without first giving
Landlord thirty (30) days' prior written notice. All insurance required hereunder shall be
issued by an insurance company having not less than a financing rating of Class B7 as ratc
in the most current available "Best's Key Rating Guide'' and a copy of the policy or certifi
of insurance shall be delivered to Landlord prior to Tenant's occupancy of the Premises. f
public liability, property damage and other casualty policies shall be written as primary
policies, not contributing with and not in excess of coverage which Landlord may carry.
8.2 INSURANCE TO BE MAINTAINED BY LANDLORD. At all times during the
Lease Term, Landlord shall maintain "all risk" coverage insurance on the Shopping Cente
Buildings with (if appropriate) a replacement cost endorsement and an agreed or stipulate1
amount endorsement, rental loss insurance or any other insurance coverages deemed nece:
by Landlord or Landlord's lender (collectively, "Landlord Carried Insurance"), which ma)
obtained through a blanket policy or other form of pooled insurance coverage covering nc
only the Shopping Center, but other property owned by Landlord or its affiliates. Landlo
Carried Insurance shall be in an amount equal to at least ninety percent (90%) of the
replacement value of the Shopping Center Buildings (exclusive of foundation and excava
costs). .f
8.3 WAIVER OF SUBROGATION. Tenant hereby waives any right of recovery a:
Landlord, its successors, assigns, directors, agents and representatives in connection with
loss or damage caused to Tenant's property and covered by any property insurance polic,
Tenant. Tenant hereby waives on behalf of its carriers any right of subrogation it may 1
against Landlord and shall notify its carrier of the waiver contained herein.
:.. -~
ARTICLE IX
INDEMNIFICATION
9.1 INDEMNIFICATION BY TENANT. Tenant hereby agrees to indemnify, 1
and hold Landlord harmless from and against any and all claims, demands, actions, dm
liability and expense (including reasonable attorneys' fees and costs of investigation wit
respect to any claims, demand or action) in connection with loss of life, personal injq
and/or damage to property arising from or connected with the conduct or management
business conducted by Tenant on the Premises, or the occupancy or use by Tenant of t
Premises or any part thereof, or from any breach or default on the part of the Tenant i
performance of any covenant or agreement on the part of Tenant to be performed purs'
this Lease (including without limitation the covenants regarding Hazardous Substances
forth in Section 5.2.2.7), or from violations of or noncompliance with any government
requirements or insurance requirements, or from any acts or omissions of Tenant or ax
person on the Premises by license or invitation of Tenant or occupying the Premises c
part thereof under Tenant. In case Landlord shall be made a party to any litigation
commenced by or against Tenant, Tenant shall accept any tender of defense by Land1
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shall, notwithstanding any allegations of negligence or misconduct on the part of Landlord, i
agents .or emp€oyees, defend Landlord and protect and hold Landlord harmless and pay all
costs, expenses and reasonable attorneys' fees incurred or paid by Landlord in connection w
such litigation; provided, however, Tenant shall not be liable for any such injury or damage
the extent and in the proportion such injury or damage is ultimately determined to be
attributable to the negligence or misconduct of Landlord, its agents or employees. -This
indemnification shall survive the expiration or earlier termination of this Lease.
9.2 WAIVER AND RELEASE. Except to the extent caused by the neelipence or
misconduct of Landlord, or breach of any other brovision of this Lease by Landlord,
Tenant agrees and this Lease is made upon the express condition that Landlord shall not be
liable, responsible, or in any way accountable, to Tenant, for any loss, theft, destruction or
damage (including but not limited to any damage caused by rain storm or other water
damage) to any goods, wares, merchandise, fixtures ::r ::ther property stored, kept, maintai
or displayed in, on or about the Premises, or in, on <+.: mut any other facilities which Ten
may have use of in conjunction with this Lease, nor . ..I injury to or death of any person o
persons who may at any time be using, occupying or visiting the Premises or thereabouts.
ARTICLE X
DAMAGE AND DESTRUCTION; EMINENT DOMAIN
10.1 NOTICE BY TENANT. Tenant shall give immediate notice to Landlord in cw
fire, accident or other casualty in the Premises or in the Shopping Center Building in whi
the Premises is located or of any damage or defects in the Premises, the Shopping Center
Building in which the Premises is located or any fixtures or equipment therein.
10.2 DAMAGE AND DESTRUCTION. In the event the Premises are damaged by f
or other peril covered by Landlord Carried Insurance, Landlord agrees to forthwith repab
same, and this Lease shall remain in full force and effect, except that Tenant shall be ent
to a proportionate reduction of the Fixed Minimum Rent from the date of damage and w
: such repairs are being .made, such proportionate reduction to be based upon the extent to
which the damage and making of such repairs shall reasonably interfere with the busines
canied on by the Tenant in the Premises; provided, however, if the damage is due to the
or neglect of Tenant or its employees, there shall be no abatement of rent. In the event
Premises are damaged as a result of any cause not covered by Landlord Carried Insurant
then Landlord shall have the option: (1) to repair or restore such damage, in which eve]
Lease shall continue in full force and effect, but the Fixed Minimum Rent shall be
proportionately reduced as provided above; or (2) give notice to Tenant at any time witl
sixty (60) days after such damage, terminating this Lease as of the date specified in suc
notice, which date shall be no more than thirty (30) days after the giving of such notice
the event of giving such notice, this Lease shall expire and all interest of the Tenant in
Premises shall terminate on the date so specified in such notice and the Fixed Minimw
reduced in proportion to the extent, if any, such damage interfered with the business ca
on by Tenant in the Premises, shall be paid up to the date of such termination.
Notwithstanding anything to the contrary contained in this Section, Landlord shall not 1
any obligation whatsoever to repair, reconstruct or restore the Premises if the damage c
during the last twenty-four (24) months of the Lease Term or any extension thereof.
Landlord shall not be required to repair any injury or damage by fue or other cause, o
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make any repairs or replacements of any leasehold improvements, furtures, or other persona!
property of Tenant.
J0.3 EMINENT DOMAIN. Lf there is any taking of all or any part of the Premises or
the Shopping Center or any interest therein because of the exercise of the power of eminent
domain, whether by condemnation proceedings or otherwise, or any transfer of any part of
Premises or any interest therein made in avoidance of the exercise of the power of eminent
domain (all of the foregoing being hereinafter referred to as “taking”), the rights and
obligations of Landlord and Tenant with respect to such taking shall be as follows:
10.3.1 Total Taking. If there is a taking of 50% or more of the leasable xea of f
Premises, this Lease shall terminate as of the date of such taking.
10.3.2 Partial Taking. If less than 50% of the leasable area of the Remises shall
taken, Tenant or Landlord shall have the option to terminate this Lease. The terminatin
party shall give written notice to the other of its election no later than ninety (90) days a
the date Landlord receives notice that possession or title to the portion of the Premises or
Shopping Center taken has vested in the condemnor.
10.3.3 Effective Date. If this Lease is terminated in accordance with the provisio
of this Section 10.3, such termination shall become effective as of the date physical
possession of the particular portion is taken or immediate possession is ordered. The part
shall then be released from all further liability hereunder. If this Lease is not terminated
provided in this Section 10.3, Landlord shall restore the remainder of the improvements
occupied by Tenant so far as is practicable to a complete unit of like qualify, character, a
condition as that which existed immediately prior to the taking.
10.3.4 Rent Adiustment. If this Lease is not terminated as provided in this
Section 10.3, the Fixed Minimum Rent for the remainder of the Lease Term shall be red
by the proportion which the number of square feet of leasable area of the Premises taker
bears to the total leasable area of the Premises immediately before the taking.
10.3.5 Award. The entire award or compensation in such proceedings, whether
total or partial taking or for diminution in the value of the leasehold or for the fee, shall
belong to and be the property of Landlord and Tenant hereby assigns to Landlord all of
Tenant’s interest in any award. Tenant expressly waives the provisions of California Cc
Civil Procedure Section 1265.130, as amended from time to time.
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ARTICLE XI
ASSIGNMENT AND SUBLETTING
11.1 NO ASSIGNMENT WITHOUT CONSENT. Tenant shall not directly or indirect]
voluntarily or by operation of law, sell, assign, encumber, pledge or otherwise transfer or
hypothecate its interest in or rights with respect to the Premises or Tenant's leasehold estate
hereunder (collectively, "Assignment"), or permit all or any portion of the Premises to be
occupied by anyone other than Tenant or sublet all or any portion of the Premises or transf
any portion of its interest in or rights with respect to Tenant's leasehold estate hereunder
(collectively, "Sublease") without Landlord's prior consent.
11.2 NOTICE OF INTENT TO ASSIGN. If Tenant desires at any time to enter into :
Assignment of this Lease or a Sublease of all or any portion of the Premises, Tenant shall
first give notice to Landlord of its desire to do so, which notice shall contain (a) the name
and address of the proposed assignee, subtenant or occupant, (b) the nature of the propose
assignee's, subtenant's or occupant's business to be carried on in the Premises, (c) a statem
of the proposed assignee's, subtenant's, or occupant's experience and success in operating :
a business, (d) the terms and provisions of the proposed Assignment or Sublease and (e) s
financial information as a Landlord may reasonably request concerning the proposed assit
subtenant or occupant, including a financial statement showing the proposed assignee's,
subtenant's, or occupant's income and net worth, and (f) a check payable to Landlord for ~
as a processing fee.
11.3 LANDLORD RESPONSE TO REQUEST TO ASSIGN. At any time within tf
(30) days afier Landlord's receipt of the notice specified in Section 11.2, Landlord may b
notice to Tenant elect to (a) terminate this Lease as to that portion of the Premises that i:
specified in Tenant's notice, with a proportionate abatement in the Rent, (b) consent to tf
Sublease or Assignment, or (c) disapprove the Sublease or Assignment; provided, howev
that if Landlord elects not to exercise the option set forth in (a) Landlord shall not
unreasonably withhold its consent to the Assignment or Sublease. As a condition for g~
its consent to any Assignment or Sublease, however, Landlord shall require that Tenant
to pay to Landlord one hundred percent (100%) of the amount by which all sums payab
Tenant in connection with such Assignment or Sublease exceed Rent payable by Tenant
Landlord hereunder (or a proportionate amount of such Rent representing the portion of
Premises subject to a Sublease if less than the entire Premises is subject to a Sublease).
Landlord consents to the Sublease or Assignment within such thirty (30) day period, Te
may thereafter within ninety (90) days after Landlord's consent, but not later than the
expiration of such ninety (90) days, enter into such Assignment or Sublease upon the tc
and conditions set forth in the notice furnished by Tenant to Landlord pursuant to
Section 11.2.
11.4 TENANT TO REMAIN LIABLE. No consent- by Landlord to any Assignme
Sublease by Tenant shall relieve Tenant of any obligation to be performed by Tenant 1
this Lease, whether arising before or after the Assignment or Sublease. The consent b
Landlord to any Assignment or Sublease shall not relieve Tenant from the obligation 1
Landlord's express consent to any other Assignment or Sublease. Any Assignment or
Sublease that fails to comply with the requirements of this Artick XI shall be void an
option of Landlord, shall constitute an Event of Default by Tenant (as defined in
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Section 12.1) under this Lease. The acceptance of Rent by Landlord from a proposed
assignee or sublease shall not constitute the consent to such Assignment or Sublease by
Landlord.
11.5 OTHER TRANSFERS. Any sale or other transfer, including by consolidation,
merger or reorganization, of a majority of the voting stock of Tenant, if Tenant is a
corporation, or any sale or other transfer of a majority of the partnership interests in Tenant,
if Tenant is a partnership, shall be an Assignment for purposes of this Lease. As used in th ,"&on 21.3, the tern "Tenant" also shall mean any entity that has guaranteed Tenant's
obligations under this Lease.
11.6 ASSIGNEE TO ASSUME ALL LEASE OBLIGATIONS. Any assignee of Tenan
interest in this Lease shall assume all obligations of Tenant under this Lease and shall be a
remain liable jointly and severally with Tenant for the payment of Rent, and for the
performance of all the provisions of this Lease. No assignment shall be binding on Landlc
unless the assignee or Tenant shall deliver to Landlord a counterpart of the Assignment an
an instrument in recordable form that contains a covenant of assumption by the assignee
satisfactory in substance and form to Landlord, consistent with the requirement of this
Sectiun ZZ.6, but the failure or refusal of the assignee to execute such instrument of
assumption shall not release or discharge the assignee from its liability as set forth above.
11.7 ATTORNEYS' FEES. DELETED
ARTICLE XII
LANDLORDAiWTENANTDEFAULT
12.1 TENANT DEFAULT. The following shall be deemed to be events of default
("Events of Default") by Tenant under this Lease:
12.1.1 Failure to Pav Re& Tenant shall-fail, neglect or refuse to pay any " ."_ ."
installment of Fixed Minimum Rent, Additional Rent, Percentage Rent or any other char
including, without limitation, late charges, required to be paid by Tenant hereunder at th
time and in the amount as herein provided, or pay any monies agreed by it to be paid
promptly when and as the Same shall become due and payable under the terms hereof ar
such default shall continue for a period of more than three (3) days after notice thereof i
writing given to Tenant by Landlord. Landlord's notice pursuant to this Section shall t
deemed notice under Section 1 16 1.2 of the .&lifornia Code of Civil Procedure and no
additional notice shall be required under that statute.
12.1.2 Failure to Perform Covenants. Tenant shall fail, neglect or refuse to
and perform any of the other c.ovenants, conditions, stipulations or agreements herein
contained and covenanted and agreed to be kept and performed by Tenant and such del
shall continue for a period of more than fifteen (15) days after notice thereof in writing
to Tenant by Landlord; provided, however, that if the cause for giving such notice invc
the making of repairs or other matters reasonably requiring a longer period of time tha
period of such notice, Tenant shall be deemed to have complied with such notice if Te
has commenced and is diligently prosecuting compliance therewith.
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12.1.3 Attachment, BankruDtcv. Receivership. Any attachment of levy of executic
or similar seizure of the Premises or Tenant’s merchandise, fixtures or other property at the
Premises or any foreclosure, repossession, or sale under any chattel mortgage, security
agreement or conditional sales contract covering Tenant’s merchandise, fixtures or other
property at the Premises; or the filing of any petition by or against Tenant under any chaptt
of the Bankruptcy Act, or the adjudication of Tenant as a bankrupt or insolvent; or the
appointment of a receiver or trustee to take possession of all or substantially all of the asse
of Tenant or a general assignment by Tenant for the benefit of creditors; or any other actio
taken or suffered by Tenant under any state or federal insolvency or bankruptcy act and th~
continuation thereof for more than twenty (20) days.
12.1.4 Abandonment. Abandonment of the Premises for a continuous period in
excess of thirty (30) business days. Tenant waives any right to notice Tenant may have ul
Section 1951.3 of the Civil Code of the State of California or any successor code section,
terns of this Section 12.1.4 being deemed such notice to Tenant as required by said
Section 1951.3 or any successor code section.
12.2 LANDLORD REMEDIES. Landlord shall have the following remedies upon an
Event of Default. These remedies are not exclusive; they are cumulative in addition to ar
remedies now or later allowed by law:
12.2.1 Termination. If an Event of Default occurs, Landlord shall have
right, after any applicable notice period, to immediately terminate this Lease, and at any 1
thereafter recover possession of the Premises or any part thereof and expel and remove
Tenant and any other person occupying the Premises, by any lawful means, and again
repossess and enjoy the Premises without prejudice to any of the remedies that Landlord
have under this Lease, or at law or equity by reason of Tenant’s default or of such
termination.
12.2.2 Continuation After Default. Even though Tenant has breached t
Lease and/or abandoned the Premises, this Lease shall continue in effect for so long as
Landlord does not terminate Tenant’s right to possession under Section 12.2.1, and Land’
may enforce.al1 of its rights and remedies under this Lease, including (but without limit;
the right to recover Rent as it becomes due, and Landlord, without terminating this b
may exercise all of the rights and remedies of a landlord under Section 1951.4 of the Ci
Code of the State of California or any successor code section. Acts of maintenance,
preservation or efforts to lease the Premises or the appointment of a receiver upon appl!
of Landlord to protect Landlord’s interest under this Lease shall not constitute an electic
terminate Tenant‘s right to possession.
12.2.3 . Damages Uwn Termination. Should Landlord terminate this I
pursuant to the provisions of Section 12.2.1, Landlord shall have all the rights and remf
of a landlord provided by Section 195 1.2 of the Civil Code of the State of California c
successor code section, i.e, Landlord may recover from Tenant: (a) the worth at the
award of the unpaid Rent and other amounts which had been earned at the time of
termination; (b) the worth at the time of award of the amount by which the unpaid Re1
which would have been earned after termination until the time of award exceeds the a*
of such Rent loss that Tenant proves could have been reasonably avoided; (c) the won
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time of award of the amount by which the unpaid Rent for the balance of the Term after the
time of award exceeds the amount of such Rent loss that Tenant proves could be reasonably
avoided; and (d) any other amount necessary to compensate Landlord for all the detriment
proximately caused by Tenant's failure to perform its obligations under this Lease or which,
in the ordinary course of things, would be likely to result therefrom. The "worth at the time
of award" of the amounts referred to in (a) and (b) shall be computed with interest at the m rate. The "worth at the time of award" of the amount referred to in (c) shall be
computed by discounting such amount at the discount rate of the Federal Reserve Bank of
San Francisco at the time of the award plus one percent (1 %).
12.3 REMOVAL OF PERSONS AND PROPERTY. In the event of any reentry,
Landlord may remove all persons from the Premises and all property and any signs located
or about the Premises and place such property in storage in a public warehouse at the cost
and risk of Tenant. Except in the case of Landlord's willful misconduct, Tenant hereby
waives all claims or demands for damages that may be caused by Landlord in reentering a7
taking possession of the Premises as herein above provided and all claims or demands for
damages which may result from the destruction of or injury to the Premises and all claims
demands for damages or loss of property belonging to Tenant or to any other person or fir
that may be in or about the Premises at the time of such reentry.
12.4 OTHER RIGHTS. Nothing contained in this Lease shall limit Landlord to the
remedies set forth in Section 12.2, and upon Tenant's default Landlord shall be entitled to
exercise any right or remedy then provided by law or in equity, including, but without
limitation, the right to obtain injunctive relief and the right to recover all damages caused
Tenant's default in the performance of any of its obligations under this Lease.
12.5 COMPUTATION OF DAMAGES.
average yearly Percentage Rent the
ation of this Lease, and that the provisions st
ion of any damages to
12.6 LATE PAYMENT. If Tenant fails to pay the Fixed Minimum Rent within fivr
days after the same has become due, both Tenant and Landlord agree that Landlord will
additional expenses consisting of extra collection efforts, handling costs, and potential
impairment of credit on loans for which may be secured by this Lease. Both parties ag;
that should Tenant so fail to pay its Rent, Landlord is entitled to compensation for detri
caused by the failure, but that it is extremely difficult and impractical to ascertain the e:
of the detriment. The parties therefore agree that should Tenant fail to pay any Rent dc
hereunder within five (5) days after the same becomes due, Landlord shall be entitled tr
recover from Tenant six percent (6%) of the amount past due as liquidated damages. S
past due amounts shall also bear interest at the maximum rate allowed by law from the
due until paid. Tenant further agrees to pay Landlord any costs incurred by Landlord i
collection of such past due Rent, including but not limited to fees of an attorney and/or
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collection agency. Nothing herein contained shall limit any other remedy of Landlord unde
this Lease. Landlord shall also have the right to require Tenant to pay any past due sums t
cashier's check or money order. Further, should Tenant fail to pay Rent or any other charg
due hereunder in the time periods set forth herein two (2) or more times during any calend;
year of the Lease Term, Landlord may require Tenant to thereafter pay Fixed Minimum Re
in quarterly installments in advance for the balance of the Lease Term.
12.7 CURE OF TENANT DEFAULT.
12.8 LANDLORD DEFAULT. Landlord shall in no event be charged with default in
performance of any of its obligations hereunder unless and until Landlord shall have failec
commence to perform such obligations within thirty (30) days (or such additional time as
reasonably required to correct any such default) after written notice by Tenant to Landlon
properly specifying wherein Landlord has failed to perform any such obligation. Upon th
occurrence of an event of default on the part of Landlord (and after notice and any applic
cure period), Tenant shall have the right to bring suit for the collection of any amounts fc
which Landlord may be in default or the performance of any obligation of Landlord. In
satisfying axiy judgment against Landlord, Tenant shall look solely to Landlord's interest
the Shopping Center for recovery, including proceeds of sale of the Shopping Center.
Landlord shall not be personally liable for any such judgment.
ARTICLE XIII
MISCELLANEOUS
13.1 HOLDING OVER, SURRENDER OF PREMISES,
13.1.1 Surrender. At the expiration or earlier termination of the Lease,
Tenant shall surrender the Premises in the same condition as the Premises were in upon
delivery of possession thereto under this Lease, reasonable wear and tear excepted, and
surrender all keys for the Premises to Landlord at the place then futed for payment of R
and shall inform Landlord of all combinations on locks, safes and vaults, if any, in the
Premises. .No act or conduct of Landlord, except a written acknowledgment of acceptar
surrender signed by Landlord, shall be deemed to be or constitute an acceptance of the
surrender of the Premises by Tenant prior to the expiration of the Lease Term.
13.1.2 hold in^ Over. In the event the Tenant shall hold over the Pren
after the expiration of the Lease Term the consent of the Landlord, either express or in
. such holding over shall be construed to be only a tenancy from month-to-month, subjec
covenants, conditions and obligations hereof and the Tenant hereby agree to a to La
one hundred twenty-five percent (125%) of the Fixed Minimum Rent such additio~
period as Tenant shall occupy the Premises.
L p y
AW
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13.1.3 Removal of Alterations. If prior to the expiration or earlier
termination of this Lease or within fifteen (15) days thereafter, Landlord elects by written
notice to Tenant to require the removal of any additions, improvements, fvrtures and trade
* fatures made by or on behalf of Tenant, Tenant shall promptly remove the additions,
improvements, fixtures, trade futures and installations which, were designated in said notice
and shall repair any damage occasioned by such removal; and in default thereof Landlord
may effect said removals and repairs at Tenant’s expense. The covenants of Tenant contain
herein shall survive the expiration or termination of the Lease Term.
13.2 ESTOPPEL CERTIFICATES AND SUBORDINATION.
13.2.1 Priority: Ouiet Eniovment. This Lease at the option of Landlord c
its lender shall, without need for further action by Landlord or Tenant, in all respects be
deemed junior and subordinate to any lien or encumbrance now or hereafter affecting the
Shopping Center, including without limitation any ground leases, mortgages, deeds of trust,
major tenant leases, easement agreements, declaration of restrictions, or other matters now
hereafter of record. In the event of any conflict between the terms of this Lease and the
terms of any such lien or encumbrance, the provisions of the lien or encumbrance shall
prevail. Subject to the foregoing, and upon payment by Tenant of all Rent herein providec
and upon the observation and performance of all the covenants, terms and conditions on
Tenant‘s part to be observed and performed, Tenant shall quietly hold and enjoy the Premi
for the Lease Term without hindrance or interruption by Landlord or any other person
lawfully or equitably claiming by, through or under Landlord, subject nevertheless to the
terms and conditions of this Lease.
13.2.2 Estomel Certificate. Within ten (10) days after Landlord‘s written
request, or in the event of any sale, financing, assignment or hypothecation of the Premise
and/or the land thereunder by Landlord, Tenant agrees to deliver in a certificate (“Estoppe
Certificate”) in the form of the attached Exhibit “F (amended as necessaw to reflect t
correct facts as of the date of such Estomel Certificate1 to any proposed mortgagee or
purchaser, or to Landlord. Failure by Tenant to timely execute the Estoppel Certificate SI
be considered a material default by Tenant under this Lease.
13.2.3 Subordination APreement. Upon request, and without charge
therefore, Tenant shall promptly execute and deliver to the holder of any mortgage that is
lien or encumbrance! on the Shopping Center an instrument acknowledging any assignmer
Landlord of Landlord‘s rights under this Lease to any such holder in connection with suc:
mortgage. At the request of the holder of any such mortgage, Tenant shall execute an
agreement (“Subordination Agreement“) attorning to and recognizing such holder as Lane
hereunder, provided that the Subordination Agreement shall contain a nondisturbance
provision as described above. Tenant‘s failure to execute the Subordination Agreement \I
ten (10) days after written demand by Landlord shall constitute a material default by Ten
hereunder. Upon such attornment, this Lease shall continue in full force and effect as a
lease between Tenant and such holder as if Tenant and such holder had originally been t
parties to this Lease.
13.2.4 Notice to Mortcaeees. Tenant agrees to give any mortgages and/
trust deed holders, by registered mail, a copy of any notice of default served upon Land;
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provided that prior to such notice Tenant has been notified in writing (by way of notice of
assignment of lease, or otherwise) of the addresses such mortgagees and/or trust deed holde
Tenant further agrees that if Landlord shall have failed to cure such default within the time
provided for in this Lease, then the mortgagees and/or trust deed holders shall have the rig1
to COmence such cure within thirty (30) days and diligently pursue the remedies necessq
to cure such default (including but not limited to commencement of foreclosure proceeding
if necessary to effect such cure), in which.event this Lease shall not be terminated while s1
remedies are being so diligently pursued.
13.2.5 Lease Amendments. DELETED
13.2.6 Financial Statements. DELETED
13.2.7 Sale bv Landlord. If during the Lease Term Landlord sells its intc
in the Premises, or this Lease, or all or any portion of the Shopping Center, upon such
conveyance Landlord shall be unconditionally absolved and released of all obligations of
Landlord accruing hereunder from the date of such sale or transfer, but not from any
obligations which arose prior to that date.
13.2.8 - Recordation. This Lease, or a short form thereof, shall not be
recorded without the prior written consent of Landlord.
13.3 ATTORNEYS’ FEES. In the event any action or proceeding shall be brought tc
enforce or interpret this Lease, including without limitation unlawful detainer of the Rem
or for the recovery of any Rent due, or because of the breach of any covenant herein
contained on the part of Tenant to be kept or performed, the prevailing party shall be en1
to recover all its costs and expenses, including, without limitation, reasonable attorneys‘ f
and. expert witness fees.
13.4 NOTICES. Whenever under this Lease a provision is made for any demand, nc
or declaration of any kind, or where it is deemed desirable or necessary by either party t
give or serve any such notice, demand or declaration to the other, it shall be in writing,
delivered personally or by certified mail with postage prepaid addressed to Tenant or to
Landlord at the address set forth at Section 2.17 above. Either party may, by like notice
any time and from time to time designate a different address to which notices shall be s
Notices delivered by mail shall be deemed delivered upon receipt or refusal to accept
delivery.
13.5 ADVERTISING OF TENANT. With the exception of national or regional
advertising, Tenant agrees to refer to the Shopping Center by the.name “PIaza Paseo Rt
designating the location of the Premises in all local newspaper or other advertising, stat
other printed material and in all other references to location, and to include the address
identity of its business activity in the Premises in all advertisements made by Tenant fc
operation at the Shopping Center.
13.6 INTERPRETATION. As used in this Lease and whenever required by the c(
thereof, each number, both singular and plural, shall include all numbers, and each gen
shall include all genders. Landlord and Tenant as used in this Lease or in any other
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instrument referred to in or made part of its Lease shall likewise include both the singular an(
the plural, a corporation, co-partnership, individual or person acting in any judiciary capacity,
executor, administrator, trustee, or in any other representative capacity. All covenants herein contained on the part of Tenant shall be joint and several.
13.7 SUCCESSORS. All of the terms hereof shall apply to, run in favor and shall be
binding upon and inure to the benefit of, as the case may require, the parties hereto, and alsc
their respective heirs, executors, administrators, personal representatives and assigns and
successors in interest, subject at all times nevertheless to the provisions of Section 3-20 of th
Lease relating to restrictions upon assignment or subletting this Lease or the Premises.
13.8 WAIVER OF DEFAULT. One or more waivers of the breach of any covenant,
term or condition of this Lease by either party shall not be construed by the other party as a
waiver of a subsequent breach of the same or any other covenant, term or condition. The
consent or approval or either party of any act by the other party of a nature requiring consel
or approval shall not be deemed to waive or render unnecessary consent to or approval of a:
subsequent act. Failure of either Dartv to declare any default immediately upon the
occurrence thereof, or delay in taking any action in connection therewith, shall not waive SI
default.
13.9 NO PARTNERSHIP. Nothing contained in this Lease shall be deemed or constru
by the parties or by any third party to state the relationship of principal and agent or of
partnership or of joint venture or of any association whatsoever between Landlord and Ten;
it being expressly understood and agreed that neither the method of computation of Rent nc
any .other provisions contained in this Lease nor any act or acts of the parties thereto shall
deemed to create any relationship between Landlord and Tenant other than the relationship
a landlord and tenant.
13.10 APPLICABLE STATE LAW. The laws of the State of California shall govern th
validity, construction, performance and enforcement of this Lease.
13.11 BROKER’S COMMISSION. Each of the parties represents and warrants that exc
as is set forth in Section 2.18 above it has engaged no broker or finder in connection witl
the execution of this Lease and each of the parties agree to indemnify the other against an
hold it harmless from, all liabilities arising from any such claim (including, without limitti
the cost of attorneys’ fees in connection therewith).
13.12 NO OPTION. The submission of this Lease for examination does not constitute
reservation of or option for the Premises and this Lease shall become effective only upon
execution and delivery thereof by Landlord and Tenant.
13.13 ENTIRE AGREEMENT. It is understood that there are no oral agreements bet
the parties affecting this Lease and this Lease supersedes and cancels any and all previou
negotiations, arrangements, brochures, agreements, representations and understandings, if
’ between the parties hereto.
13.14 CORPORATE RESOLUTIONS. Lf a corporation executes this Lease as a Ten
Tenant shall promptly furnish Landlord certified corporate resolutions attesting to the
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authority of the officers to execute this Lease on behalf of such corporation.
13.15 .-DELAYING CAUSES. If Landlord or Tenant is delayed in the performance of ar
of its obligations under this Lease because of acts of the other ~arty, acts of God or the
elements, war, riot, lockout, labor dispute, shortages of labor or materials, delays in
transportation, or any other causes beyond the reasonable control of Landlord (financial
inability excepted), then such performance shall be excused for the period of the delay and
the period for such performance shall be extended for a period equivalent to the period of
such delay, except that the foregoing shall in no way affect Tenant's obligation to pay Rent
the length of the term of this Lease.
13.16 SUBTENANCIES. The voluntary or other surrender of this Lease by Tenant or a
cancellation of this Lease shall not without Landlord's prior written consent result in a mer
but shall, at Landlord's option, terminate all existing subtenancies or operate as an assignm
to Landlord of all of Tenant's interest in such subtenancies.
IN WITNESS WHEREOF, Landlord and Tenant have executed or caused to be executed t
Lease as of the date fust written above.
LANDLORD:
THE BOARD OF ADMINISTRATION
as trustee for the POLICE AND FIRE
DEPARTMENT RETIREMENT FUND
By:
Edward F. Overton, Secretary
THE BOARD OF ADMINISTRATION
as trustee for the FEDERATED CITY
EMPLOYEES RETIREMENT FUND
By:
Edward F. Overton, Secretary
TENANT:
Its: Mayor
By: h!Su
Its: City Clerk
ALETHA L. KAUTENKRANZ
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. EXHIBIT "A"
SHOPPING CENTER PLAN
7 f PLAZA PASEO REAL
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- EXHIBIT "Bl'
LOCATION OF THE PREMISES
FUTURE POST OFFIC
\ f .PLAZA PASEO REAL
36
9
EXHIBIT "C"
TENANT IMPROVEMENTS
1. Construction of the Premises. Landlord shall complete, at its own
expense, the work designated herein as "Landlord's Work." All other work of any characte
whether performed by Landlord or Tenant, shall be at Tenant's sole cost and expense,
including without limitation, the work designated below as Tenant's Work. All work to be
performed by either party (a) shall be done in accordance with plans and specifications to 1
approved by Landlord and in accordance with all applicable building codes and regulations
governing said construction and (b) shall become the property of Landlord and upon
installation; provided, however, installation by Tenant of Tenant's furniture, fixtures and
equipment used solely for its business operations and its benefit shall be and remain the
property of Tenant.
of the Lease, Tenant shall have prepared by a licensed architect plans and specifications f
Tenant's Work. Copy of plan attached.
3. Landlord's Optional Work. Landlord shall perform for Tenant all
such work as described in Article I. below, and Tenant shall perfom the work as describe
Article II below. Any changes in the work described in this Exhibit "C" or the approved
plans and specifications required by any governmental authority shall be at Landlord's sole
cost and expense.
business in the Premises, upon receipt of notice from Landlord, Tenant may enter the
Premises to perform Tenant's Work; provided, however, such activity on the part of Tena
shall be done only in such manner so as not to interfere with Landlord's construction and
Landlord shall not be liable to Tenant for damages to or loss of such furniture, fmtures 01
equipment. Tenant's indemnification of Landlord as set forth in the Lease shall apply to i
activities of Tenant, its agents, employees, subcontractors and invitees with respect to the
Premises and the Shopping Center during the construction period as herein described.
2. Plans and Specifications. At Landlord's expense, upon execut
4. Early Entry. In order to expedite the commencement of Tenant's
that Tenant's business will be r as possible. If required to do so '
I. LANDLORD'S WORK.
A. STRUCTURE.
1. Frame, etc.: The building may be of steel frame, reinfor
concrete masonry block or wood studs as bearing wall or any combination thereof with
construction designed in accordance with governing building codes.
such other material or materials as selected by Imdlord's architect or agent.
shall be no less than nine feet-and shall otherwise be governed by structural design.
2. Exterior Walls: The exterior walls shall be of masonry
3. Ceiling Heights: Clear height between floor slab and ce
4. Floor Construction: Floors shall be concrete slab on gr
5. Roof: The roof shall be composition built up, tile or as
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otherwise specified by Landlords architect or agent.
premises shall be of wood or metal stud covered with plaster board or plywood or masonry
walls. Fie walls between leased premises shall be as required by code. Toilet room walls
shall be carried to finished ceiling.
6. Demising Partitions: Demising partitions between leased
7. Exits: Exits shall be in accordance with applicable codes.
8. Dimensions; Frontage Dimension: Interior stores shall be
measured from center line to center line of demising walls. Exterior stores shall be rneasur
from center line of demising walls to outside face of exterior walls. Depth shall be measux
from outside face of exterior walls.
hollow metal construction; interior door frames shall be wood construction, or as otherwise
specified by Landlord's architect or agent.
10. Doors: Interior doors shall be wood, hollow core. Exterior
service doors shall be hollow metal.
9. Door Frames: E3terior rear service door frames shall be
11. Parapets, etc.: Landlord reserves the right to provide a 12'
1. Ceilings: Suspended acoustical tile ceiling.
2. Walls: All walls shall be plaster board, plywood or mason
3. Sprinkler System: A fire sprinkler system based on a
neutral strip between stores, centered on the line defrning lease property.
B. INTERIOR FINISHES.
painted and ready for Tenant's decor.
standard grid and to code for the attached plan.
C. SANITARY FACILITIES.
1. Two (2) public restrooms and one (1) employee restroom E
attached plan.
D. UTILITIES.
1. Water and Sewer: Landlord will furnish water and sewe
service as required for attached plan.
2. Electricity: Landlord will furnish electrical service to Te1
space to provide improvements per the attached plan.
3. WAC: Landlord will furnish Tenant with air conditionir
the rate of one ton for every 400 square feet of ground floor space. HVAC distribution :
meet requirements of attached plan. II. ADDITIONAL LANDLORD'S WORK.
and electrical wiring and telephone conduit for Tenant.
including fire corridor if required except as set forth in Section I.A.6 above.
one hour fire ceilings in fire comdor if required.
A. ELECTRICAL FIXTURES AND EQUIPMENT: All electric fi
. B. WALLS: All interior partitions and curtain walls within the Prem
C. COVES AND CEILINGS: All special coves and ceilings, includ
D. F'LOOR COVERINGS: All floor coverings.
E. COFFEE BAR: Per attached plan. F. SEWER: All sewer service charges or privilege fees shall be pai
G. PERMITS: All required permits for construction of attached ph
H. WATER: All water meter fees, meter hook up fees or privilege :
Landlord.
38
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shall be paid by Landlord.
of the Premises without the prior written approval of Landlord.
governmental code or ordinance not covered herein, including but not limited to frre exits a
corridors.
(designated as “Shopping Center Sign Contractor”), Tenant must follow the sign criteria as
adopted from time to time by Landlord.
additional Tenant’s air conditioning and equipment requirement to be installed by Landlord
Landlord’s expense. Electrical run for Tenant sign to be installed by Landlord at Landlord
expense.
I. ROOF: Tenant’s and/or Tenant’s contractor shall not penetrate the rol
J. OTHER: Any other work required by Tenant or required by
K. TENANT’S SIGN: As per Landlord’s architect or sign contractor
L. ROOF platform, roof opening and/or roof equipment screens for
M. DESIGN and construction of Tenant’s storefront.
IIX. TENANT RESPONSIBILITY
service in the Premises from telephone room or panel. Tenant shall be responsible for
making all arrangements for telephone service to the Premises.
A. TELEPHONE: All conduit, wire and installation charges for teleph
B. ELECTRIC: Tenant to apply for meter and pay for service.
C. FURNITURE AND FIXTURES: All store fixtures, cases, wood
paneling, graphics, cornices, platforms, etc.
D. SHOW WINDOW BACKGROUND, FLOORS, ETC.: All show
windows, finish floors, show window backgrounds, show window lighting fixtures, and sh
window doors.
E. ALARM SYSTEMS, ETC.: All alarm systems or other protective
devices for fire or theft.
F. Approval of any roof-installed equipment must be received in wr
from Landlord, and Landlords roofer shall make final installation around all projections i
roof to insure overall roof guarantee.
ANY IMPROVEMENTS DONE BY TENANT SHALL MEET ALL
GOVERNMENTAL CODES AND REQUIREMENTS AND BE COMPLETED BY
LICENSED AND INSURED CONTRACTORS AND TRADESMEN OR THE CITY’S C
FORCES.
..
39
a a
EXHIBIT "D"
SIGN CRITERIA
The purpose of the attached criteria is to establish sign
standards necessary to balance maximum tenant identification within an overall harmony of design for the project.
The criteria has been designed to give tenants flexibility in personalizing their own.identity and to allow for creativity in
sign design. However, since deviations from the criteria would be an injustice to all other tenants who comply, conformance to
the criteria will be strictly enforced. In the interest of the center, any installed non-conforming or unapproved signs shall be brought into conformance at the expense of the tenant.
A. GENERAL REQUIREMENTS
1. Each tenant shall submit or cause to be submitted to the Owner for approval before fabrication at least two copies of
detailed drawings indicating the location, size, layout, design and color of the proposed signs, including all lettering and/or graphics.
2. All signs shall be revicwed by the Owner and his designated
Sign Contractor for conformance with this criteria and overall
design. quality. Approval or disapproval of sign submittal based
on aesthetics of a design shall remain the sole right of the Owner. Owner shall provide tenant with written approval .of
tenant's signage for tenant to submit to the City of Carlsbad for
tenant's sign permit.
3. Prior to installation all permits for signs and their
installation required by the City of Carlsbad shall be obtained by the tenant or tenant's representative. This sign criteria is to be more restrictive than the City of Carlsbad Sign Ordinance
(21.18.20 C.M.C.). Conformance to this criteria does not excuse compliance with all applicable City of Carlsbad Ordinances and standards.
4. Tenant shall be responsible for the fulfillment of all requirements and specifications.
5. All signs shall be constructed and installed at tenant's
expense.
B. GENERAL SPECIFICATIONS
1. Tenant shall be responsible for the installation and
maintenance of. all signs.
2. Wording of signs shall not include the product sold except as
part of the tenant name or insignia. Any tenant lo'gos or
insignias shall be considered part of the maximum sign areas
under Section C. Sign Types.
'3, Tenant's sign contractor shall repair any damage to any-work
caused by his actions. Incomplete repairs become the
responsibility of the tenant.
4. No temporary, animated, flashing, audible, off-premise or
vehicle signs are permitted.
5. No exposed lamps or tubing will be permitted.'
6. No exposed raceways, crossover, conduits. conductors,
transformers, etc.. will be permitted.
7. Tenant's contractor shall completely install and connect sign
display and primary wiring at sign location stipulated by the Owner. All signs are to be connected to an assigned J-box
40
.
PASEO REAL 0 SIGN CRITERIA 0
PAGE' 2
provided by the Owner, which is connected and controlled at the
Owner's house panel for uniform control of hours of illumination.
8. All penetrations of exterior .fascia are to be sealed
watertight, in color and finish to match existing exterior.
9. Internal illumination for channel letters to be 30 mili-amp
neon installation, with a low glare background color, labeled in accordance with the "National Board of Fire Underwriters Specifications. "
10. Internal illumination of ."Howensigns" (Type A, B, C, 6: E Signs) to be V.H.O. "Daylite" fluorescent tubes. For all signs along Alga Road, El Camino Real and Dove Lane except Type E signs on the rear elevation of Buildings A and B which shall be
non-illuminated illumination will consist of H.O. "Cool White"
fluorescent tubes for reduced illumination and glare.
11. No labels or other identification will be permitted on the exposed surface of the sign except those required by local
ordinances.
12. The tenant shall be fully responsible for the operations of
his sign contractor and shall indemnify, defend and hold harmless the Owner and his agents from damages or liabilities resulting from his contractor's work.
I
13. Registered trademarks, herein referred to as 'Registered
Corporate Identity", pertains to corporate logos and logotypes that have been registered and are on file with the UNITED STATES PATENT AND TRADEMARK OFFICE in Washington D.C.
C. SIGN TYPES
1 . MONUMENT SIGH
" Sian Typ- Single face low-level sign wall at 'corner of Alga Road and El Camino Real as shown on Page 1 of 6. The decorative- treated wall will tie-in with the architecture of the project buildings. The wall will incorporate three (3) internally
illuminated tenant sign panels. Sign panels will be fabricated from moulded fiberglass to resemble ceramic tile. These "tile"
backgrounds will be opaque, with only the respective sign copy to be halo illuminated around semi-opaque colored letters. Registered corporate identity logotypes only will be permitted on
these signs, or if tenant does not have such a logotype, tenant
must choose from the "Approved Letterstyles" shown on page 3 of
6. Semi-opaque letter color shall be Rohm & Haas. Red Plex P2203
unless tenant's registered corporate identity includes a color
specification, in which case such specification shall be allowed.
SApn-TvDe B; Single face, low-level sign wall at both -sides of the main entrance at Alga Road and at the southwest corner of El
Camino Real and Dove Lane as shown on Page 1 of 6. The
decorative-treated walls will tie-in with the architecture of the
project buildings. Each sign will incorporate three (.3)
'internally illuminated tenant sign panels as shown. Sign panels to be fabricated from moulded fiberglass to resemble ceramic
tile. These "tile' backgrounds will be opaque, with copy halo illuminated around semi-opaque colored letters . Registered
corporate identity logotypes only will be permitted on these
signs, or if tenant does not have such a logotype, tenant must
choose from the "Approved Letterstyles" shown on page 3 of 6. Semi-opaque letter color shall be Rohm & Kaas. Red Plex 82283
unless tenant's registered corporate identity includes a color
specification, in which case such specification shall be allowed.
Siqn Type 0-1: Single - faced, low-level directional sign,
.
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PLAZA PASEO REAL
PAGE 3
SIGN CRIT~ 0
placed in center ,island Of secondary entrance off Alga Road as
shown on Page 6 of 6. Three (3) equal size panels with typical
identification for each as shown on Page 2 of 6. These panels to be internally illuminated as per item B.10 above,
2.: .".. QI.EES-TX~!4&~GX?
" Sign Type. C: Single face, low level directional signs.
Internally illuminated individual tenant sign panels with
directional arrows. Typical letterstyle and colors for all sign
panels as shown on Page 2 of 6. Located where indicated on Page 6
of 6.
Sisn TvPe C-1: Single face, exterior illuminated, surface-
mounted directory as shown on Page 2 of 6. Removable plaques with vinyl die cut graphics. Located at pedestrian plazas as shown on Page 6 of 6.
3. TENANT BUILDING SI-ENS
!3_ign--Tvpe Q: Internally illuminated individual pan channel
letters for "in-line" tenants with thirty- six (36) feet or more
of shop lineal frontage as shown on Page 3 of 6. Letter,s will have translucent Plexiglas faces for direct illumination. Maximum letter height - 16". Maximum sign length not to exceed
60% of respective shop lineal frontage. No stacking shall be allowed. See Page 6 of 6 for locations.
Siqn Tyee D-1: Internally illuminated individual pan channel letters for tower parapet locations and areas with at least five
(5) feet of blank vertical fascia area over the highest point of
an awning or surface break. See Page 6 of 6 for locations. A
maximum letter height of (22)" will be allowed while maintaining a minimum of (2) feet of clearance, to either side, between any corner, angle, obstruction, or change in the flat wall surface
and a minimum of one (1) foot from the bottom of the sign to the
top of an awning or surface break. Stacked copy (2 lines) may be permitted at these locations if both lines of copy do not exceed
3'0" in total height including a six inch (6") minimum space between lines.
Type D and Dl signs will have (5)'' deep anodized bronze returns
(Dupont 42863-D) and (3/4") bronze trim cap edges. Letterstyles for signs must be selected from "Approved Letterstyles" list as
shown on page 3 of 6, unless tenant graphics are part of a registe.red corporate identity program. Letter color shall be
Rohm and Haas Red Plex C2283 unless tenant's registered corporate
' identity includes a color specification, in which case such specification shall be allowed..
Siqn Type E: Single face, internally illuminated cabinet sign
for "in-line" tenants with less than thirty-six (36) feet of shop
lineal frontage. Surface-mounted to building fascia at closest
proximity to respective shop entrance as shown on Page 6 of 6. Sign is fabricated from fiberglass with a dimensional, moulded
border and simulated ceramic tile background. Sign background is
opaque with illuminated outline around semi-opaque letters. Typical color of letters: Red #2283, unless part of registered
Corporate identity program. Letterstyle for signs must be selected from the "Approved Letterstyles" shown on page 3 of 6, unless tenant graphics are part of a registered corporate
identity program.
Sign Size: 6" deep X 22" high X 12'0" long.
Tenants in buildings A and B on Alga Road will be allowed (1)
additional sign type "E" on the rear elevation facing Alga Road.
This sign to be typical in all ways to Sign Type "E" on the
storefront elevation except that such signs shall not be illuminated.
Siqn Type F: Only double face sandblasted wood arcade sign and
attachment bracket, as shown on Page 3 of 6. Placed perpendicular to storefront of "in -linen tenants, at close
42
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PLAZA PASE*AL SIGN CRITER Page 4
0
proximity to respective shop entrance. Generic descriptions of
service provided or business name only, to appear on this sign, in Letterstyle: Belwe Bold Condensed, as shown on Page 3 of 6.
Colors used on this sign are open to tenant, subject to Landlord
approval.
" sign -.- Type GL Non-illuminated letters on awnings for rear of
upper level tenant spaces in. buildings C Q D, as shown on Page 5 of 6. Letterstyle shall be Belwe Medium with twelve inches (12") clear on each end of copy. Letter color: white. Generic
description of service provided 02 business name only to appear,
on awning signs.
Marks3 Buildinq: Internally illuminated channel letters
identifying the name of market in size, area, and location as shown on Page 4 of 6. In addition, four (4) Type E signs
identifying services prqvided by the market in locations shown on
Page 4' of 6. Letterstyle and color of market tenant
identification signs per tenant's registered corporate identity
program.
""" Theater Buildinq; ""."_ (Excludinrr Bujl&ixFL Internally illuminated channel letters identifying the name of the theater in size,
area, and' locations as shown on Pages 4 of 6 and 6 of 6.
Letterstyle and color of theater identification signs per tenant's registered carparate identity program.
Internally illuminated theater marque signs identifying the films presently showing at the theater in Size, area and locations shown on Page 4 of 6 and 6 of 6. The marque signs shall use H.O.
(Cool White) fluorescent tubes for reduced illumination and glare.
" Pad Buildinus A &a Each buildlng shall be allowed one (1) Type D-1 sign facing El Camino Real and two (2) Type D signs on two
(2) other elevations as shown on 'Page 6 of 6.' Letterstyle, lettersize, color and other specifications to conform to same restrictions as per Types D and D-1 om this page and on Page 3 of
6. Maximum copy length shall not exceed twenty four (24) feet.
4. ALL OTHER SIGNS:
_._."." Traffic Sians: As shown on Page 2 of 5 at various locations as necessary or per code.
Addressins: Each building within the project will be addressed by means of ( 12) It high numerals, fabricated from aluminum and
painted Kawneer #26 Light Bronze. One (1) Set of numerals for
each elevation which faces onto a public street or parking lot,
to be placed onto building fascia. Typical letterstyle:
HELVETICA MEDIUM.
SIGN CONTRACTOR: JOHN HOWENSTINE, INC.
3188 HJn Airway Avenue
Costa Mesa, CA 92626 714/557-4064
8/30/89
43
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EXHIBIT "E"
RULES & REGULATIONS
Landlord hereby establishes the following rules and regulations for the safety
care and cleanliness of (i) the store areas (hereinafter referred to as the "demised premises":
of all tenants of the Shopping Center (hereinafter referred to as the "tenant"), (ii) the Corn
Area; and (iii) the Shopping Center in general, and for the preservation of good order:
A. FOR THE COMMON AREAS
1. All floor areas of the demised premises (including vestibules, entranc'
and air returns), doors, fixtures, windows, and plate glass shall be in a clean, safe and goo(
condition.
2. Tenant shall provide for removal of all construction debris, packing :
delivery materials during tenant improver- -1s and fmturization. During normal course of
business, all trash, refuse, and waste mart.. .s shall be stored in adequate containers and
regularly removed from the demised premises. These containers shall not be visible to the
general public and shall not constitute a health or fire hazard, or a nuisance to any other
tenant. In the event that any tenant shall fail to remedy such a health or fire hazard, or
nuisance, within five (5) days after written notice by Landlord, Landlord may remedy and,
correct such health or fire hazard or nuisance at the expense of the tenant involved.
3. No portion of the demised premises shall be used for lodging purpo!
4. The sidewalks, entrances, passages, courts, stairways, corridors and 1
of the Shopping Center shall not be obstructed or used for any purpose other than ingress
egress. The roof of the demised premises shall not be used for the storage of any propert'
and access to roof area shall be strictly limited to Landlord's personnel only. No tenant a
no employees of any tenant shall go upon the roof of the Building without the prior writt
consent of Landlord.
5. No public telephone, newsstand, shoeshine stand, refreshment, vend
or other coin operated machine shall be installed or placed on the sidewalk or walkway a
adjacent to the demised premises or on the Common Areas without Landlord's prior writt
approval in each instance.
thereof, for conducting therein a second-hand store, auction, distress or fire sale or bankr
sale, or "going-out-of-business" sale or "lost our lease" sale, without Landlord's prior wri
consent.
7. No portion of the demised premises shall be used for the storage o
merchandise, materials or other properties, other than those reasonably necessary for the
operation of tenant's business. Landlord may, from time to time, inspect the demised
premises to insure compliance with the foregoing provisions.
8. Tenant shall not store, use or permit to be used in, or about the
Premises any toxic or hazardous substances including, but not limited to, radioactive
materials, asbestos or polychlorinated biphenyls. Tenant shall comply, at its expense, w
federal, state and local statutes or regulations concerning environmental conditions, emi:
pollutants and controls.
9. Tenant shall not black out or otherwise obstruct the windows of t?
demised premises without Landlord's prior written consent. Tenant shall not place or s1
to be placed or maintained on the roof or any exterior door, wall or window (or within
inches of any windows) of the demised premises any sign, awning or canopy or adverti
6. No person or persons shall use the demised premises, or any part
50
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matter on the glass of any window or door of the demised premises without Landlords prio
written consent. 10. No awnings or other projections shall be attached to the outside walls
, the Shopping Center Buildings without the prior written consent of Landlord. No hanging
planters, television sets or other objects shall be attached to or suspended from ceilings
without the prior written consent of Landlord. No curtains, drapes, blinds, shades or scree1
shall be attached to or hung in, or used in connection with, any window or door of the
Shopping Center Buildings without the prior written consent of Landlord.
11. No signs, advertisements or notices shall be exhibited, painted or
affixed by any tenant on any part of, or so as to be seen from the outside of, the demised
premises or the Shopping Center Buildings without the prior written consent of Landlord.
the event of the violation of the foregoing by any tenant, Landlord may remove same with
any liability, and may charge the expense incurred in such removal to the tenant violating
rule.
12. The wash room partitions, mirrors, wash basins and other plumbing
fixtures shall not be used for any purpose other than those for which they were constructel
and no sweepings, rubbish, rags or other substances shall be thrown therein. All costs
incurred to correct damage resulting from any misuse of the fmtures by a tenant or such
tenant’s servants, employees, agents, visitors or licensees shall be promptly reimbursed to
Landlord by such tenant upon demand. 13. No tenant shall mark, paint, drill into, or in any way deface any pax
the demised premises or the Shopping Center Buildings without the prior written consent
Landlord. No boring, cutting or stringing of wires shall be permitted except with the pric
written consent of Landlord and as Landlord may direct.
14. No tenant shall cause or permit any unusual or objectionable odors
escape from the demised premises.
15. No tenant shall make, or permit to be made any unseernly or disturl
noises, sounds or vibrations or disturb or interfere with occupants of this or neighboring
buildings or premises or those having business with them, whether by the use of any mu:
instrument, radio, phonograph, unusual noise, or in any other way.
16. No tenant shall throw or permit to be thrown anythmg out of doors
down the passageways.
17. If a tenant provides its customers with the use of shopping carts an
baskets, such tenant shall be responsible for causing said carts and/or baskets to be storec
only in areas designated by Landlord. If such tenant fails to routinely collect and store I
carts as necessary, Landlord may assume the responsibility of same and my bill the ten;
involved on an estimated monthly basis for such service.
premises, or bring or keep anydung therein, which shall in any way increase the rate of
insurance on the Shopping Center Buildings or on the property kept therein, or obstruct
interfere with the rights of other tenants, or in any way injure or annoy them, or conflicl
the regulations of the Fire Department or the fire laws, or with any insurance policy up(
Shopping Center Buildings or any part thereof, or with any rules and ordinances establj
by the local health authority or other governmental authority. 19. No additional locks or bolts of any kind shall be placed upon any
doors or windows by any tenant, nor shall any changes be made in existing locks or
mechanisms thereof without prior written consent of Landlord.
18. No tenant shall do or permit anything to be done to the demised
20. Landlord shall have the right to prohibit any advertising by any tt
51
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which, in Landlords opinion, tends to impair the reputation of the Shopping Center and up
written notice from Landlord any tenant shall refrain from or discontinue such advertising.
21. All equipment of any electrical or mechanical nature shall be placed
tenants in their premises in settings approved by Landlord, to absorb or prevent any vibrati
noise or annoyance.
22. No air conditioning unit or any other similar apparatus shall be instal
or used by any tenant without the prior written consent of Landlord.
23. Landlord will direct electricians as to where and how telephone or
telegraph wires are to be introduced. No boring or cutting for wires or stringing of wire r
be allowed without the prior written consent of Landlord. The location of telephones, call
boxes and other equipment affixed to the premises shall be subject to the approval of
Landlord.
B. FOR THE COMMON AREA
1. All tenants and their authorized representatives and invitees shall us(
any roadway or walkway only for ingress and egress to and from the stores in the Shoppil
Center. Use of the Common Area shall be in an orderly manner in accordance with
directional or other signs or guides. Roadways shall not be used at a speed in excess of 1
(10) miles per hour and shall not be used for parking or stopping, except for the immedia
loading or unloading of passengers. Walkways shall be used only for pedestrian travel.
2. Tenants and their authorized representatives and invitees shall not u
the parking areas for anytlung but parking motor vehicles. All motor vehicles shall be pe
in an orderly manner within the painted lines defining the individual parking places. D~I
peak periods of business activity, Landlord may impose any and all controls Landlord dec
necessary to operate the parking lot, including but not limited to the length of time for
parking use.
3. No person shall use any utility area or truck loading area reserved
use in conducting business. except for the specific purpose for which permission to use t
areas has been given.
4. No employee shall use any area for motor vehicle parking except t
area specifically designated for employee parking. Employees may only utilize said em1
parking during the employee’s scheduled hours. No tenant shall designate an area for
employee parking except the area designated in writing by Landlord.
5. Without the prior written consent of Landlord, Tenant shall not in7
cateringlfood vending vehicles in or about the Shopping Center Buildings or the parking
of the Shopping Center.
6. Without the prior written consent of Landlord, no person shall use
of the Common Area for:
(a) Vending, peddling or soliciting orders for sale or distributic
any merchandise, device, service, periodical, book, pamphlet, or other matter; 0) Exhibiting any non-professional sign, placard, banner, notic
other written material;
(c) Distributing any circular, booklet, handbill, placard or othe
material; (a) Soliciting membership in any organization, group, or assa
or soliciting contributions for any purposes; (e) Parading, patrolling, picketing, demonstrating, or engaging
conduct that might interfere with the use of the Common Area or be detrimental to an)
the business establishments in the Shopping Center;
52
e e
(f) Using the Common Area for any purpose when none of the
(g) Discarding any paper, glass, or extraneous matter of any kind,
(h) Except for normal and customary sound devices for Tenant’s
business establishments in the Shopping Center is open for business;
except in designated receptacIes;
drive-through facilities, using sound-making device that is grossly annoying or unpleasant tc
the general public; or
material or other improvement or property within the Shopping Center.
The above listing of specific prohibitions is not intended to be exclusive, but
intended to indicate the manner in which the right to use the Common Area solely as a me,
of access and convenience in shopping at the business establishments in the Shopping Cent
is limited and controlled by Landlord.
day of , 199-.
(i) Damaging any sign, light standard, or furture, landscaping
Tenant acknowledges receipt of these rules and regulations as of this
TENANT:
BY:
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EXHIBIT "F
TENANT'S OFFSET AND ESTOPPEL CERTIFICATE
TO:
Re: Lease dated , by and between ; as
Landlord, and , as Tenant, covering premises commonly
known as , in the City of , county of , State of
Gentlemen:
The undersigned Tenant certifies and represents to , its
attorneys and representatives, in respect to the above-described lease (the "Lease") as follo
1. Tenant is in full and complete possession of the premises covered b!
the Lease (the "Premises"), which consist of approximately square feet. Tenant
accepts and hereby ratifies the method of computation and determination of the square
footage of the Premises provided in the Lease and waives any right it may have to disclai
or dispute such computation and determination.
2. All space and improvements covered by the Lease have been compb
and furnished, in accordance with the provisions of the Lease and to the satisfaction of the
Tenant, and Tenant has fully accepted the Premises.
3. The Landlord named in the Lease, and its successor in interest, if a~
(collectively called "Landlord"); has satisfied all commitments, arrangements or
understandings made to induce Tenant to enter into the Lease, and Landlord is not in any
respect in default in the performance of the terms and provisions of the Lease, nor is ther
now any fact or condition which with notice or lapse of time, or both, would become suc
default.
4. Tenant is not in any respect in default under the terms and provisio
the Lease, nor is there any fact or condition which with notice, the passage of time, or bc
would ripen into a default.
5. Tenant has not assigned, transferred or hypothecated its interest unr
.. the Lease, except as follows:
6. The Lease, a copy of which is attached hereto, with each page of t
Lease initialed by the undersigned, is for a total term of L) years
commencing , and ending , has not been in any r
modified, altered or amended, and contains the entire agreement between Landlord and
Tenant, except as follows:
(List and attach initialed copies of all amendments and modifications or '
"None.")
54
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7. There are no offsets or credits against rentals payable under the Lease
and neither Tenant nor any predecessor of Tenant has made any payment to Landlord as a
security deposit or advance or prepaid rent, except as follows:
~-
8. Tenant (a) does not have any right to renew or extend the term of the
Lease, (b) does not have any option or preferential right to purchase all or any part of the
Premises or all or any part of the property of which the Premises are a part, and (c) does nc
have any right, title or interest with respect to the Premises other than as Tenant under the
Lease. There are no understandings, contracts, agreements or commitments of any kind
whatsoever in respect of the Lease or the Premises, except as expressly provided in the Lea
or in any amendment or supplement to the Lease set forth in paragraph 6 above.
9. As of the date hereof, the minimum annual rent under the Lease is
DOLLARS ($ ), subject to escalation in
accordance with the terms and provisions of the Lease, and said amount is being paid by
Tenant in monthly payments of DOLLARS
($ ). Tenant is current in the payment of rent to Landlord.
10. Tenant waives any and all claims it might have which arise out of ax
acts of omissions of Landlord or Landlord's predecessors arising prior to the date of this
Certificate, including, without limitation, the charging, computation and allocation of all cc
and expenses which are reimbursable by Tenant, and hereby certifies that such costs .and
expenses have been properly charged, computed and allocated.
11. The Lease is in full force and effect, and Tenant has no defenses,
setoffs or counterclaims against Landlord arising out of the Lease or the operation or
maintenance of the property of which the Premises are a part or in any way relating therei
arising out of any other transaction between Tenant and Landlord.
12. Tenant has not filed nor been .the subject of a filing of a petition ur
the federal bankruptcy law or any insolvency laws or any laws for composition of
indebtedness or for the reorganization of debtors, nor has Tenant made a general assignm
for the benefit of creditors, and Tenant is not insolvent in any sense.
13. Tenant has received no notice of a prior sale, transfer, assignment,
hypothecation or pledge of the Lease or of the rents secured therein.
55
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14. Tenant will not terminate its Lease for any default on the part of the
Landlord without first giving notice to:
specifying the default in reasonable detail, and affording
a reasonable opportunity to make performance for the Landlord.
DATED: 9 19-
TENANT
BY
Its:
56
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ADDENDUM
ADDENDUM TO THAT CERTAIN PLAZA PASEO REAL SHOPPING CENTER LEAS:
BY AND BETWEEN THE BOARD OF ADMINISTRATION, AS THE TRUSTEE FOR
THE POLICE AND FIRE DEPARTMENT RETIREMENT FUND, AND THE BOARD 0
ADMINISTRATION, AS TRUSTEE, FEDERATED CITY EMPLOYEES RETIREMENT
FUND, AS LANDLORD, AND CITY OF CARLSBAD, AS TENANT, FOR THE
PROPERTY LOCATED AT 6949 EL CAMINO REAL, SUITE 200, CITY OF CARLSBP
COUNTY OF SAN DIEGO, STATE OF CALIFORNIA.
Section 14. Base Rent
Base Rent in Sections 2.8 and 2.9 shall commence upon Tenant's opening fi
business. All corresponding dates shall be adjusted according to the date th
Tenant opens for business.
Rent Schedule
January 1, 1994 - December 3 1, 1995 $4,509.00 per month, grc January 1, 1996 - December 3 1, 1997 $5,000.00 per month, grc January 1, 1998 - December 3 1, 1998 $5,500.00 per month, grc
TENANT SHALL BE ABLE TO CANCEL THIS LEASE ANY TIME
PRIOR TO THE EXPIRATION OF THIS LEASE UPON THE OPES
OF THE NEW CITY LIBRARY ON THE PROPERTY ADJACENT I
PLAZA PASEO REAL SHOPPING CENTER WITHOUT ANY
FURTHER LIABILITY BY GIVING LANDLORD NINETY (90) DA7 WRITTEN NOTICE.
Section 15. Signas
Tenant shall place a permanent sign above the front door of the premises
Landlord's sign criteria attached as Exhibit "D". In addition, Tenant shall
diligently pursue with the City of Carlsbad, signage above the blue awnin
facing (east) the Vons' parking lot and a monument sign at the NWC of C
and El Camino Real. Said signage shall be vacated at the expiration of tf
tenancy with the sign rights remaining with the existing premises. All sit
costs shall be at, the expense of Landlord.
Section 16. Moving Allowance
Landlord shall contribute a maximum of ten thousand dollars ($lO,OOO.oC
tenant for the specific costs of relocating the La Costa Branch Library to
leased premises.
57
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"CONSULT YOUR ATTORNEY/ADVISOR - This document has been prepared for appro1
by your attorney. No representation or recommendation is made by CB COMMERCIAL
REAL ESTATE GROUP, INC, of the agents or employees as to the legal sufficiency, legal
effect, or tax consequences of this document or the transaction to which it relates. These a
questions for your attorney.
In any real estate transaction it is recommended that you consult with a professional, such
a civil engineer, industrial hygienist or other person with experience in evaluation the
condition of the property, including the possi le resence of asbestos, hazardous materials
underground storage tanks. (fl
Landlords Initials Tenant's 'tials
58
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Table of Contents
ARTICLE I LEASE OF PREMISES
1.1 Premises
1.2 Description of Premises
1.3 Declaration
ARTICLE II BASIC LEASE PROVISIONS
2.1 Project Name
2.2 Tenant's Trade Name
2.3 Premises Address
2.4 Leasable Area of Premises
2.5 Leasable Area of the Shopping Center Buildings-
2.6 Percentage Rent Rate
2.7 Initial Monthly Impound
2.8 Initial Fixed Minimum Rent (Annual)
2.9 Initial Fixed Minimum Rent (Monthly)
2.10 Basic Rent Adjustment
2.11 Lease Term
2.12 Target Date for Completion of Landlord ' s Work
2.13 Target Commencement Date
2.14 Security Deposit
2.15 Use of Premises
2.16 Initial Contribution to Promotion Fund
2.17 Monthly Contribution to Promotional Fund
2.18 Addresses for Payment and Notices
2.19 Brokers
2.20 Lease Addendum
2.21 First Installment of Rent
2.22 Exhibits
3.1 Term
ARTICLE III TERM AND RENT
3.1.1 Commencement Date
3.1.2 Notice to Tenant
3.2 Payment of Rent
3.3 Rent
3.3.1 Fixed Minimum Rent
3.3.2 Percentage Rent
3.3.3 Additional Rent
3.3.4 Adjustment of Fixed Minimum Rent
3.3.5 Gross Receipts and Records
3.3.6 Exclusions
3.3.7 Books and Records
3.3.8 Statements
3.3.9 Audit Rights
3.4 Security Deposit
3.5 Utilities
3.6 Common Area Expense
3.6.1 Definition of Common Area
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3.6.2 Common Area Expenses
3.6.3 Proration of Common Area Expenses
3.7 Advertising and Promotion Fund
3.7.1 Monthly Contribution
3.7.2 Initial Contribution
3.7.3 Committee
ARTICLE Ev CONST.RUCTION OF PREMISES
4.1 Landlord and Tenant Obligations
4.2 Possession
4.3 “Substantial Completion”
4.4 Construction Activities
4.5 Delay in Possession
ARTICLE V COVENANTS OF TENANT
5.1 Use of Premises by Tenant
5.1.1 Premises Usage
5.1.2 Negative Covenants
5.1.3 Affirmative Covenants
5.2.1 Acceptance of Premises
5.2.2 Maintenance by Tenant
5.2.3 Maintenance by Landlord
5.2.4 Notice to Landlord
5.2.5 Repairs for Tenant
5.3.1 Alterations
5.3.2 Removal of Alterations by Tenant
5.3.3 Liens
5.3.4 Indemnity
5.4.1 Landlord ’ s Consent
5.4.2 Sign Criteria
5.4.3 Revised Criteria
5.2 Repairs
5.3 Alterations
5.4 Signs, Awnings and Canopies
5.5 . Parking
ARTICLE VI CONTROL OF SHOPPING CENTER
6.1 Relocation of Premises
6.2 Parking and Common Area
6.2.1 Maintenance and Use of Common Area
6.2.2 Rules and Regulations
6.2.3 Control of and Changes to Common Area
6.3 Development of Shopping Center by Landlord
6.4 Right of Access
6.4.1 Easement Rights
6.4.2 Access Rights
ARTICLE VII TAXES AND ASSESSMENTS
7.1 Real Property Taxes
7.2 Taxes on Rent
7.3 Personal Property Taxes
ARTICLE VIII INSURANCE
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C’ . 8.1 Insurance to be Maintained by Tenant
8.2 Insurance to be Maintained by Landlord
8.3 Waiver of Subrogation . ARTICLE IX INDEMNIFICATION
9.1 Indemnification by Tenant
9.2 Waiver and Release
10.1 Notice by Tenant
10.2 Damage and Destruction
10.3 Eminent Domain
ARTICLE X DAMAGE AND DESTRUCTION; EMINENT DOMAIN
10.3.1 Total Taking
10.3.2 Partial Taking
10.3.3 Effective Date
10.3.4 Rent Adjustment
10.3.5 Award
ARTICLE XI ASSIGNMENT AND SUBLETTING
11.1 No Assignment Without Consent
11.2 Notice of Went to Assign
1 1.3 Landlord Response to Request to Assign
11.4 Tenant to Remain Liable
11.5 Other Transfers
11.6 Assignee to Assume All Lease Obligations
1 1.7 Attorneys ’ Fees
12.1 Tenant Default
ARTICLE XII LANDLORD AND TENANT DEFAULT
12.1.1 Failure to Pay Rent
12.1.2 Failure to Perform Covenants
12.1.3 Attachment, Bankruptcy, Receivership
12.1.4 Abandonment
12.2 Landlord Remedies
12.2.1 Termination
12.2.2 Continuation After Default
12.2.3 Damages Upon Termination
12.3 . Removal of Persons and Property
12.4 Other Rights
12.5 Computation of Damages
12.6 Late Payment
12.7 Cure of Tenant Default
12.8 Landlord Default
ARTICLE XIII MISCELLANEOUS
13.1 Holding Over, Surrender of Premises
1 3.1.1 Surrender
13.1.2 Holding Over
13.1.3 Removal of Alterations
13.2 Estoppel Certificates and Subordination
13.2.1 Priority; Quiet Enjoyment
13.2.2 Estoppel Certificate
13.2.3 Subordination Agreement
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q 13.2.4 Notice to Mortgagees
13.2.5 Lease Amendments
13.2.6 Financial Statements
13.2.7 Sale by Landlord
13.2.8 Recordation
13.3 Attorneys ’ Fees
13.4 Notices
13.5 Advertising of Tenant
13.6 Interpretation
13.7 Successors
13.8 Waiver of Default
13.9 No Partnership
13.10 Applicable State Law
1 3.1 1 Broker ’ s Commission
13.12 No Option
13.13 Entire Agreement
13.14 Corporate Resolutions
13.15 Delaying Causes
13.16 Subtenancies
EXHIBIT “A” SHOPPING CENTER PLAN
EXHIBIT “B” LOCATION OF THE PREMISES
EXHIBIT “C“ TENANT IMPROVEMENTS
EXHIBIT ’ID“ SIGN CRITERIA
EXHIBIT “E’ RULES & REGULATIONS
EXHIBIT “F” TENANT’S OFFSET AND ESTOPPEL CERTIFICATE
ADDENDUM -
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