HomeMy WebLinkAbout1998-10-13; City Council; Resolution 98-333* !I 0 a
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RESOLUTION NO. 98-333
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, APPROVING AN EXTENSION OF THE
EXISTING LEASE WITH PALOMAR #46 FOR SUITE Q LOCATED AT
2075 CORTE DEL NOGAL STREET. CARLSBAD CALIFORNIA
WHEREAS, the City of Carlsbad, California has determined the need to provide
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warehousektorage space for the Library; and
WHEREAS, Facilities Management staff has negotiated with the property manager and
secured a new three-year lease with rent in year one of $1,339, year two of $1,442 and year
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three of $1,545;
NOW, THEREFORE, BE IT RESOLVED, BY THE City Council of the City of Carlsbad as
follows:
1. That the above recitations are true and correct.
2. That the new Lease Agreement between the City of Carlsbad and Palomar #46
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attached hereto as Exhibit 2 is hereby approved.
3. That the Mayor is hereby authorized to sign the lease agreement on behalf of the
City.
PASSED, APPROVED AND ADOPTED by the City Council of the City of Carlsbad at its
l8 /I regular meeting held on the 13th day of October , 1998, by the following vote, to wit:
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AYES: Council Members Lewis, Finnila, Nygaard and Kulchin
NOES: None
ABSENT: Council Member Hall
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/LEk% R
ALETHA L. RAUtE
(SEAL)
28 // /I 2".
Southern California Chapter 0 of the
. ’ +Society of Industrial and Oflice Realtors,@ Inc. ..
INDUSTRIAL REAL ESTATE LEASE
(MULTI-TENANT FACILITY)
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ARTICLE ONE: BASIC TERMS
This Article One contains the Basic Terms of this Lease between the Landlord and Tenant named below,
Other Articles, Sections and Paragraphs of the Lease referred to in this Article One explain and define the Bask Terms and are to be iead in conjunction with the Basic Terms.
Section 1.01. Date of Lease: EEHTYRY 17, 1998
Section 1.02. Landlord (include legal entity): l3umx#46
Address of Landlord: 5411 AVENIWEKFAS, SITE 110 c4xs4D,cA 9m
Section 1.03. Tenant (include legal entity): cJllya?G!lw€!m
Address of Tenant: & SJF 0
Section 1.04. Property: The Property is part of Landlord’s multi-tenant, real property development known as #46
, and described or depicted in Exhibit ”A” [the “Project”). The Project includes the land, the buildings and all other
improvements located on the land, and the common areas described in Para ra 4.05 a . The Pro e is (include street address, approximate square footage and description) d%&d% IDcwEDm
20750XEIELKGL,SIEQ , CARTSBAD. CA 92009
Section 1.05. Lease Term: 3 years 0 months beginning on -l or such other date as is specified in this Lease, and ending on --€
Section 1.06. Permitted Uses: (See Article Five) -PAL - PURFOSES
Section 1.07. Tenant’s Guarantor: (If none, so state) N/A
Section 1.08. Brokers: (See Article Fourteen) (If none, so state) Landlord’s Broker: N/A
Tenant’s Broker: N/A
Section 1.09. Commission Payable to Landlord’s Broker: (See Article Fourteen) $-
Section 1.10. Initid Security Deposit: [See Section 3.03) $ 1,565-00 (m HAND)
Section 1.11. Vehicle Parking Spaces Allocated to Tenank (See Section 4.05) NONE AsSIGlED
Section 1.12. Rent and Other Charges Payable by Tenant:
(a) BASE RENT: ONE THOUSAND TWO m THIRTY SIX AND =/I 00 ~~11~~ ($ 1,236- 00 )
per month for the first 12 months, as provided in Section 3.01, and shall be increased on the ,
first day of the 13 month[s) after the Commencement Date, either (i) as provided in
Section 3.02, or [ii) SEE FumrAL SCHEWLE . (If (ii) is completed, then (i) and Section 3.02 are inapplicable.)
Section 1.14. Landlord’s Share of Profit on Assignment or Sublease: [See Section 9.05) w
Section 1.15. Riders: The following Riders are attached to and made a part of this Lease: (If none, so state)
HTTNDREn percent (100 %) of the Profit (the “Landlord’s Share”).
SETION 15, 16, 17, 18 & 19 tf4
@ 1988 Southern California Chapter - 1 Initials of the Society of Industrial m’
and Office Realtors? Inc. 2 (Multi-Tenant Gross Form)
ARTIC !P TWO: LEASETERM 0
Section 2.01. Lease Of Property For Lease Term. Landlord leases the Property to Tenant and Tenant lease
the Property from Landlord for the Lease Term. The Lease Term is for the period stated in Section 1.05 above an
shall begin and end on the dates specified in Section 1.05 above, unless the beginning or end of the Lease Term i
changed under any provision of this Lease. The “Commencement Date” shall be the date specified in Section 1.0
above for the beginning of the Lease Term, unless advanced or delayed under any provision of this Lease.
Section 2.02. Delay in Commencement. Landlord shall not be liable to Tenant if Landlord does not delivt
possession of the Property to Tenant on the Commencement Date. Landlord’s non-delivery of the Property to Tenar
on that date shall not affect this Lease or the obligations of Tenant under this Lease except that the Commenceme1 Date shall be delayed until Landlord delivers possession of the Property to Tenant and the Lease Term shall t extended for a period equal to the delay in delivery of possession of the Property to Tenant, plus the number of da
necessary to end the Lease Term on the last day of a month. If Landlord does not deliver possession of the Property
Tenant within sixty (60) days after the Commencement Date. Tenant may elect to cancel this Lease by giving writtl
notice to Landlord within ten (10) days after the sixty (60) -day period ends. If Tenant gives such notice, the Lea
shall be cancelled and neither Landlord nor Tenant shall have any further obligations to the other. If Tenant does n
give such notice, Tenant’s right to cancel the Lease shall expire and the Lease Term shall commence upon ti delivery of possession of the Property to Tenant. If delivery of possession of the Property to Tenant is delaye Landlord and Tenant shall, upon such delivery, execute an amendment to this Lease setting forth the actu
Commencement Date and expiration date of the Lease. Failure to execute such amendment shall not affect the actu
Commencement Date and expiration date of the Lease.
Section 2.03. Early Occupancy. If Tenant occupies the Property prior to the Commencement Date, Tenan occupancy of the Property shall be subject to all of the provisions of this Lease. Early occupancy of the Property sh; not advance the expiration date of this Lease. Tenant shall pay Base Rent and all other charges specified in this Lea for the early occupancy period.
Section 2.04. Holding Over. Tenant shall vacate the Property upon the expiration or earlier termination this Lease. Tenant shall reimburse Landlord for and indemnify Landlord against all damages which Landlord incl
from Tenant’s delay in vacating the Property. If Tenant does not vacate the Property upon the expiration or earl
termination of the Lease and Landlord thereafter accepts rent from Tenant, Tenant’s occupancy of the Property sh
be a “month-to-month” tenancy, subject to all of the terms of this Lease applicable to a month-to-month tenan except that the Base Rent then.in effect shall be increased by twenty-five percent (25%).
ARTICLE THREE: BASE RENT
Base Rent in the amount stated in Paragraph 1.12(a) above for the first month of the Lease Term. On the first day
the second month of the Lease Term and each month thereafter, Tenant shall pay Landlord the Base Rent. in advan without offset, deduction or prior demand. The Base Rent shall be payable at Landlord’s address or at such otl
place as Landlord may designate in writing.
Section 3.01. Time and Manner of Payment. Upon execution of this Lease, Tenant shall pay Landlord
of Labor, Bureau of Labor Statistics, Consumer Price Index for AI1 Urban Consumers (a11 items for t Statistical Area in which the Property is located on the basis of 1982-1984 = 100) (the “Index”
be increased by the percentage that the Index has increased from the date (t ison Date”) on wf payment of the Comparison Base Rent began through the month in which t ble Rental Adjustment I
occurs. The Base Rent shall not be reduced by reason of such computa lord shall notify Tenant of e increase by a written statement which shall include the Index for th Comparison Date, the Index for
applicable Rental Adjustment Date, the percentage increase bet two Indices, and the new Base Rent. 2
increase in the Base Rent provided for in this Section 3.02 s ject to any minimum or maximum increas
provided for in Paragraph 1.12(a).
(b) Tenant shall pay the new Base Re applicable Rental Adjustment Date until the next RI
Adjustment Date. Landlord’s notice may fter the applicable Rental Adjustment Date of the increase,
‘ Tenant shall pay Landlord the accr djustment for the months elapsed between the effective date o
increase and Landlord’s notice ncrease within ten (IO) days after Landlord’s notice. If the form;
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@ 1988 Southern California Chapter - of the Society of Industrial 9 and Office Realtors? Inc. [Multi-Tenant Gross Form)
2 Initials
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Sectio 3. Security Deposit; hcreases.
(a) Upon a e execution of this Lease, Tenant shall deposit wit illa ndlord a cash Security Deposit in the amount
set forth in Section 1.10 above.. Landlord may apply all or part of the Security Deposit to any unpaid rent or other/ charges due from Tenant or to cure any other defaults of Tenant. If Landlord uses any part of the Security Deposit, Tenant shall restorehe Security Deposit to its full amount within ten (10) days after Landlord’s written request. Tenant’s failure to do so shall be a material default under this Lease. No interest shall be paid on the Security
Deposit. Landlord shall not be required to keep the Security Deposit separate from its other accounts and no trust relationship is created with respect to the Security Deposit.
(b) Each time the Base Rent is increased. Tenant shall deposit additional funds with LandIord sufficient to increase the Security Deposit to an amount which bears the same relationship to the adjusted Base Rent as the initial Security Deposit bore to the initial Base Rent.
Section 3.04. Termination; Advance Payments, Upon termination of this Lease under Article Seven
(Damage or Destruction), Article Eight (Condemnation) or any other termination not resulting from Tenant’s default, and after Tenant has vacated the Property in the manner required by this Lease, Landlord shall refund or credit to Tenant (or Tenant’s successor) the unused portion of the Security Deposit, any advance rent or other advance
payments made by Tenant to Landlord, and any amounts paid for real property taxes and other reserves which apply to any time periods after termination of the Lease.
ARTICLE FOUR: OTHER CHARGES PAYABLE BY TENANT
Section 4.01. Additional Rent. All charges payable by Tenant other than Base Rent are called “Additional
Rent.” Unless this Lease provides otherwise, Tenant shall pay all Additional Rent then due with the next monthly
installment of Base Rent. The term “rent” shall mean Base Rent and Additional Rent.
Section 4.02. Property Taxes.
(a) Real Property Taxes. Landlord shall pay the “Base Real Property Taxes” on the Property during the Lease
Term. Base Real Property Taxes are real property taxes applicable to the Property as shown on the tax bill for the most recent tax fiscal year ending prior to the Commencement Date. However, if the structures on the Property are
not completed by the tax lien date of such tax fiscal year, the Base Real Property Taxes are the taxes shown on the
fist tax bill showing the full assessed value of the Property after completion of the structures. Tenant shall pay LandIord the amount, if any, by which the real property taxes during the Lease Term exceed the Base Real Property Taxes. Subject to Paragraph 4.02(c), Tenant shall make such payments within fifteen (15) days after receipt of
Landlord’s statement showing the amount and computation of such increase. Landlord shall reimburse Tenant for
any real property taxes paid by Tenant covering any period of time prior to or after the Lease Term.
(b) Definition of “Real Property TBX.” “Real property tax” means: (i) any fee, license fee, license tax,
business license fee, commercial rental tax, levy, charge, assessment, penalty or tax imposed by any taxing authority against the Property; (ii) any tax on the Landlords right to receive, or the receipt of, rent or income from the Property
or against Landlord’s business of leasing the Property; (iii) any tax or charge for fire protection, streets, sidewalks
mad maintenance, refuse or other services provided to the Property by any governmental agency; (iv) any ta- imposed upon this transaction or based upon a re-assessment of the Property due to a change of ownership, a defined by applicable law, or other transfer of all or part of Landlord’s interest in the Property; and (VI any charge o fee replacing any tax previously included within the definition of real property tax. “Real property tax” does no1
however, include Landlord‘s federal or state income, franchise, inheritance or estate taxes.
[c) Joint Assessment. E the Property is not separately assessed, Landlord shall reasonably determine Tenant‘
share of the real property tax payable by Tenant under Paragraph 4.02(a) from the assessor’s worksheets or othe reasonably available information. Tenant shall pay such share to Landlord within fifteen (15) days after receipt c
Landlord’s written statement.
(d) Personal Property Taxes.
(i) Tenant shall pay all taxes charged against trade fixtures, furnishings. equipment or any other Persont
property belonging to Tenant. Tenant shall try to have personal property taxed separately from the Property.
(ii) If any of Tenant’s personal property is taxed with the Property, Tenant shall pay Landlord the taxes f’
the personal property within fifteen (15) days after Tenant receives a written statement from Landlord for su(
personal property taxes.
Section 4.03. Utilities. Tenant shall pay, directly to the appropriate supplier, the cost of all natural gas, he;
light, power, Sewer service, telephone, water, refuse disposal and other utilities and services Supplied to tl
Property. However, if any services or utilities are jointly metered with other property, Landlord shall make
reasonable determination of Tenant’s proportionate share of the cost of such utilities and services and Tenant sh pay such share to Landlord within fifteen (15) days after receipt of Landlord’s written statement.
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and Office Realtors? Inc. (Multi-Tenant Gross Form)
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~ Section a, . Insurance Policies. 0
(a) Liability hurance. During the Lease Term, Tenant shall maintain a policy of commercial general liability 1
insurance (sometimes known as. broad form comprehensive general liability insurance) insuring Tenant against
liability for bodily injury, property damage (including loss of use of property) and personal injury arising out of the
operation, use or oc’cupancy of the Property. Tenant shall name Landlord as an additional insured under such policy. The initial amount of such insurance shall be One Million Dollars ($~,OOO,OOO) per occurrence and shall be subject to
periodic increase based upon inflation, increased liability awards, recommendation of Landlord‘s professional insurance advisers and other relevant factors. The liability insurance obtained by Tenant under this Paragraph 4.04(a)
shall (i) be primary and non-contributing; (ii) contain cross-liability endorsements; and (iii) insure Landlord against Tenant’s performance under Section 5.05, if the matters giving rise to the indemnity under Section 5.05 result from the negligence of Tenant. The amount and coverage of such insurance shall not limit Tenant’s liability nor relieve
Tenant of any other obligation under this Lease. Landlord may also obtain comprehensive public liability insurance
in an amount and with coverage determined by Landlord insuring Landlord against liability arising out of
ownership, operation, use or occupancy of the Property. The policy obtained by Landlord shall not be contributory and shall not provide primary insurance.
(b) Property and Rental Income Insurance. During the Lease Term, Landlord shall maintain policies of
insurance covering loss of or damage to the Property in the full amount of its replacement value. Such policy shall
contain an Inflation Guard Endorsement and shall provide protection against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief, special extended perils (all risk), sprinkler leakage and any other perils which Landlord deems reasonably necessary. Landlord shall have the right to obtain flood and earthquake insurance if required by any lender holding a security interest in the Property. Landlord shall
not obtain insurance for Tenant’s fixtures or equipment or building improvements installed by Tenant on the
Property. During the Lease Term, Landlord shall also maintain a rental income insurance policy, with loss payable to Landlord, in an amount equal to one year’s Base Rent, plus estimated real property taxes and insurance premiums.
Tenant shall be liable for the payment of any deductible amount under Landlord’s or Tenant’s insurance policies
maintained pursuant to this Section 4.04, in an amount not to exceed Ten Thousand Dollars ($10,000). Tenant shall
not do or permit anything to be done which invalidates any such insurance policies.
(c) Payment of Premiums.
(i) Landlord shall pay the “Base Premiums” for the insurance policies maintained by Landlord under
Paragraph 4.04(b). If the Property has been previously fully occupied, the “Base Premiums” are the insurance premiums paid during or applicable to the last twelve (12) months of such prior occupancy. If the Property has not been previously fully occupied or has been occupied for less than twelve (12) months, the Base Premiums are
the lowest annual premiums reasonably obtainable for the required insurance for the Property as of the
Commencement Date.
(ii) Tenant shall pay Landlord the amount, if any, by which the insurance premiums for all policies maintained by Landlord under Paragraph 4.04(b) have increased over the Base Premiums, whether such increases result from the nature of Tenant’s occupancy, any act or omission of Tenant, the requirement of any
lender referred to in Article Eleven (Protection of Lenders), the increased value of the Property or general rate
increases. However, if Landlord substantially increases the amount of insurance carried or the percentage of insured value after the period during which the Base Premiums were calculated, Tenant shall only pay Landlord the amount of increased premiums which would have been charged by the insurance carrier if the amount of insurance or percentage of insured value had not been substantially increased by Landlord. This adjustment in
the amount due from Tenant shall be made only once during the Lease Term. Thereafter, Tenant shall be
obligated to pay the full amount of any additional increases in the insurance premiums, including increases
resulting from any further increases in the amount of insurance or percentage of insured value. Subject to
Section 4.05, Tenant shall pay Landlord the increases over the Base Premiums within fifteen (15) days after
receipt by Tenant of a copy of the premium statement or other evidence of the amount due. If the insurance policies maintained by Landlord cover improvements or real property other than the Property, Landlord shall
also deliver to Tenant a statement of the amount of the premiums applicable to the Property showing, in reasonable detail, how such amount was computed. If the Lease Term expires before the expiration of the
insurance period, Tenant’s liability shall be pro rated on an annual basis.
(d) General Insurance Provisions.
(i) Any insurance which Tenant is required to maintain under this Lease shall include a provision which
requires the insurance carrier to give Landlord not less than thirty (30) days’ written notice prior to any
cancellation or modification of such coverage.
(ii) If Tenant fails to deliver any policy, certificate or renewal to Landlord required under this Lease within
the prescribed time period or if any such policy is cancelled or modified during the Lease Term without
Landlord’s consent, Landlord may obtain such insurance, in which case Tenant shall reimburse Landlord for the
cost of such insurance within fifteen (15) days after receipt of a statement that indicates the cost of such
insurance. br
0 1988 Southern California Chapter 4 Initials of the Society of Industrial and Office Realtors? Inc. % (Multi-Tenant Gross Form]
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(iiileant shall maintain all insurance required unde Lease with companies holding a “General policy Rating” of A-12 or better, as set forth in the most current Issue of “Best Key Rating Guide”. Landlord and Tenant acknowledge the insurance markets are rapidly changing and that insurance in the form and amounts J described in this Section 4.04 may not be available in the future. Tenant acknowledges that the insurance
described in this Section 4.04 is for the primary benefit of Landlord. If at any time during the Lease Term, Tenant
is unable to maintain the insurance required under the Lease, Tenant shall nevertheless maintain insurance coverage which is customary and commercially reasonable in the insurance industry for Tenant’s type of business, as that coverage may change from time to time. Landlord makes no iepresentation as to the adequacy of
such insurance to protect Landlord‘s or Tenant‘s interests. Therefore, Tenant shall obtain any such additional property or liability insurance which Tenant deems necessary to protect Landlord and Tenant.
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(iv) Unless prohibited under any applicable insurance policies maintained, Landlord and Tenant each hereby waive any and all rights of recovery against the other, or against the officers, employees, agents or representatives of the other, for loss of or damage to its property or the property of others under its control, if such loss or damage is covered by any insurance policy in force (whether or not described in this Lease) at the time of such loss or damage. Upon obtaining the required policies of insurance, Landlord and Tenant shall give
notice to the insurance carriers of this mutual waiver of subrogation.
Section 4.05. Common Areas; Use, Maintenance and Costs.
(a) Common has. As used in this Lease, “Common Areas” shall mean all areas within the Project which are
available for the common use of tenants of the Project and which are not leased or held for the exclusive use of Tenant-or other tenants, including, but not limited to, parking areas, driveways, sidewalks, loading areas, access
roads, corridors, landscaping and planted areas. Landlord, from time to time, may change the size, location, nature
and use of any of the Common Areas, convert Common Areas into leaseable areas, construct additianal parking
facilities (including parking structures) in the Common Areas, and increase or decrease Common Area land andlor
facilities. Tenant acknowledges that such activities may result in inconvenience to Tenant. Such activities and
changes are permitted if they do not materially affect Tenant’s use of the Property.
(b) Use of Common Areas. Tenant shall have the nonexclusive right (in common with other tenants and all
others to whom Landlord has granted or may grant such rights) to use the Common Areas for the purposes intended, subject to such reasonable rules and regulations as Landlord may establish from time to time. Tenant shall abide by sbch rules and regulations and shall use its best effort to cause others who use the Common Areas with Tenant’s express or implied permission to abide by Landlord’s rules and regulations. At any time, Landlord may close any
Common Areas to perform any acts.in the Common Areas as, in Landlord’s judgment, are desirable to improve the
Project. Tenant shall not interfere with the rights of Landlord, other tenants or any other person entitled to use the
Common Areas.
(c) Specific Provision re: VehicIe Parking. Tenant shall be entitled to use the number of vehicle parking spaces in the Project allocated to Tenant in Section 1.11 of the Lease without paying any additional rent. Tenant’s parking shall not be reserved and shall be limited to vehicles no larger than standard size automobiles or pickup
utility vehicles. Tenant shall not cause large trucks or other large vehicles to be parked within the Project or on the
adjacent public streets. Temporary parking of large delivery vehicles in the Project may be permitted by the rules and
regulations established by Landlord. Vehicles shall be parked only in striped parking spaces and not in driveways, loading areas or other locations not specifically designated for parking. Handicapped spaces shall only be used by
those legally permitted to use them. If Tenant parks more vehicles in the parking area than the number set forth in
Section 1.11 of this Lease, such conduct shall be a material breach of this Lease. In addition to Landlord’s othe1
remedies under the Lease, Tenant shall pay a daily charge determined by Landlord for each such additional vehicle.
(d) Maintenance of Common Areas. Landlord shall maintain the Common Areas in good order, condition
and repair and shall operate the Project, in Landlord’s sole discretion, as a first-class industriallcommercial real
property development. Tenant shall pay Tenant’s pro rata share (as determined below) of all costs incurred by Landlord for the operation and maintenance of the Common Areas. Common Area costs include, but are not limited
to, costs and expenses for the following: gardening and landscaping; utilities, water and sewage charges; mainte
nance of signs (other than tenants’ signs); premiums for liability, property damage, fire and other types of casualt: insurance on the Common Areas and worker’s compensation insurance; all property taxes and assessments levied 01
or attributable to the Common Areas and all Common Area improvements; all personal property taxes levied on 0
attributable to personal property used in connection with the Common Areas; straight-line depreciation on persona
property owned by Landlord which is consumed in the operation or maintenance of the Common Areas; rental 0
lease payments paid by Landlord for rented or leased personal property used in the operation or maintenance of th’
Common Areas; fees for required licenses and permits; repairing, resurfacing, repaving, maintaining. painting lighting, cleaning, refuse removal, security and similar items; reserves for roof replacement and exterior painting an
other a,ppropriate reserves; and a reasonable allowance to Landlord for Landlord’s supervision of the Common Area
(not to exceed five percent (5%) of the gross rents of the Project for the calendar year). Landlord may cause any or a1 of such services to be provided by third parties and the cost of such services shall be included in Common An
costs. Common Area costs shall not include depreciation of real property which forms part of the Common Area
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@ 1988 Southern California Chapter - 5 Initials of the Society of Industrial m’
and Office Realtors? Inc. 2 (Multi-Tenant Gross Form)
(el Teas Share and Payment. Tenant shall pay Tenant ual pro rata share of all Common Area costs
(prorated for any fractional month) upon written notice from Land * ord that such costs are due and payable, and in any event prior to delinquency, Tenant’s pro rata share shall be calculated by dividing the square foot area of the/
Property, as set forth in Section 1.04 of the Lease, by the aggregate square foot area of the Project which is leased or
held for lease by tenants, as of the date on which the computation is made. Tenant’s initial pro rata share is set out in
Paragraph 1.13(b). Any changes in the Common Area costs andlor the aggregate area of the Project leased or held for lease during the Lease Term shall be effective on the first day of the month after such change occurs. Landlord may, at Landlord’s election. estimate in advance and charge to Tenant as Common Area costs, all real property taxes for which Tenant is liable under Section 4.02 of the Lease, all insurance premiums for which Tenant is liable under Section 4.04 of the Lease, all maintenance and repair costs for which Tenant is liable under Section 6.04 of the Lease, and all other Common Area costs payable by Tenant hereunder. At Landlord’s election, such statements of estimated Common Area costs shall be delivered monthly, quarterly or at any other periodic intervals to be designated by Landlord. Landlord may adjust such estimates at any time based upon Landlord’s experience and reasonable
anticipation of costs. Such adjustments shall be effective as of the next rent payment date after notice to Tenant.
Within sixty (60) days after the end of each calendar year of the Lease Term, Landlord shall deliver to Tenant a
statement prepared in accordance with generally accepted accounting principles setting forth, in reasonable detail, the Common Area costs paid or incurred by Landlord during the preceding calendar year and Tenant’s pro rata share.
Upon receipt of such statement, there shall be an adjustment between Landlord and Tenant, with payment to or
credit given by Landlord (as the case may be] so that Landlord shall receive the entire amount of Tenant’s share of
such costs and expenses for such period.
Section 4.06. Late Charges. Tenant’s failure to pay rent promptly may cause Landlord to incur unanticipated costs. The exact amount of such costs are impractical or extremely difficult to ascertain. Such costs may include, but
are not limited to, processing and accounting charges and late charges which may be imposed on Landlord by any ground lease, mortgage or trust deed encumbering the Property. Therefore, if Landlord does not receive any rent payment within ten (10) days after it becomes due, Tenant shall pay Landlord a late charge equal to ten percent
(10Y0) of the overdue amount. The parties agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of such late payment. There will be a $50.80 charge asses& for
Section 4.07. Interest on Past Due Obligations. Any amount oweay E%*to Landlord which is not paid
when due shall bear interest at the rate of fifteen percent (15%) per annum from the due date of such amount. However, interest shall not be payable on late charges to be paid by Tenant under this Lease. The payment of interest
on such amounts shall not excuse or cure any default by Tenant under this Lease. If the interest rate specified in this
Lease is higher than the rate permitted by law, the interest rate is hereby decreased to the maximum legal interest rate permitted by law.
Non Suffici t
Section 4.08. Impounds for Insurance Premiums and Real Property Taxes. If requested by any ground lessor or lender to whom Landlord has granted a security interest in the Property, or if Tenant is more than ten (10: days late in the payment of rent more than once in any consecutive twelve (12) -month period, Tenant shall pa) Landlord a sum equal to one-twelfth (1112) of the annual real property taxes and insurance premiums payable b)
Tenant under this Lease, together with each payment of Base Rent. Landlord shall hold such payments in i
non-interest bearing impound account. If unknown. Landlord shall reasonably estimate the amount of real propert]
taxes and insurance premiums when due. Tenant shall pay any deficiency of funds in the impound account tc
Landlord upon written request. If Tenant defaults under this Lease, Landlord may apply any funds in the impounc account to any obligation.then due under $is Lease.
ARTICLE FIVE: USE OF PROPERTY
1.06 above.
Section 5.01. Permitted Uses. Tenant may use the Property only for the Permitted Uses set forth in Sectio
Section 5.02. Manner of Use. Tenant shall not cause or permit the Property to be used in any way whic constitutes a violation of any law, ordinance, or governmental regulation or order, which annoys or interferes wit
the rights of tenants of the Project, or which constitutes a nuisance or waste. Tenant shall obtain and pay for a
permits, including a Certificate of Occupancy, required for Tenant’s occupancy of the Property and shall prompt1
take all actions necessary to comply with all applicable statutes, ordinances, rules, regulations, orders an
requirements regulating the use by Tenant of the Property, including the Occupational Safety and Health Act.
Section 5.03. Hazardous Materials. As used in this Lease, the term “Hazardous Material” means a~
flammable items. explosives, radioactive materials, hazardous or toxic substances, material or waste or relate materials, including any substances defined as or included in the definition of “hazardous substances”, “hazardoi
wastes”, “hazardous materials” or “toxic substances” now or subsequently regulated under any applicable federi
state or local laws or regulations, including without limitation petroleum-based products, paints, solvents. lea
cyanide, DDT, printing inks, acids, pesticides, ammonia compounds and other chemical products, asbestos. PC;
and similar compounds. and including any different producb and materials which are subsequently found to ha adverse effects on the environment or the health and safety of persons. Tenant shall not cause or permit a.
Hazardous Material to be generated, produced, brought upon, used, stored, treated or disposed of in or about 1
Property by Tenant, its agents, employees, contractors, sublessees or invitees without the prior written consent
Landlord. Landlord shall be entitled to take into account such other factors or facts as Landlord may reasonal determine to be relevant in determining whether to grant or withhold consent to Tenant’s proposed activity w respect to Hazardous Material. In no event, however, shall Landlord be required to consent t he installation or 1
of any storage tanks on the Property.
, @ 1988 Southern California Chapter - 6 Initials L of the Society of Industrial 9 and Office Realtors? [nc. (Multi-Tenant Gross Form)
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Section (b . Tenant’s Obligations. e
(a) &apt as provided.in Ncle Seven (Damage or Destruction) and Article Eight (Condemnation), Tenant J shall keep all portions of the Property (including structural, nonstructural. interior, systems and equipment) in good
order, condition and repair (including interior repainting and refinishing, as needed). If any portion of the Property
or any system or equipment in the Property which Tenant is obligated to repair cannot be fully repaired or restored. Tenant shall promptly replace such portion of the Property or system or equipment in the Property, regardless of whether the benefit of such replacement extends beyond the Lease Term: but if the benefit or useful life of such replacement extends beyond the Lease Term (as such term may be extended by exercise of any options), the useful life of such replacement shall be prorated over the remaining portion of the Lease Term (as extended), and Tenant shall be liable only for that portion of the cost which is applicable to the Lease Term (as extended). -
_:y - undertake the responsibility for preventive maintenance of the heating and air conditioning system at Tenant’s expense. In addition, Tenant shall, at Tenant’s expense, repair any damage to the
roof, foundation or structural portions of walls caused by Tenant’s acts or omissions, It is the intention of Landlord
and Tenant that, at all times during the Lease Term, Tenant shall maintain the Property in an attractive, first-class and fully operative condition.
(b) Tenant shall fulfill all of Tenant’s obligations under this Section 6.04 at Tenant’s sole expense. If Tenant fails to maintain, repair or replace the Property as required by this Section 6.04, Landlord may, upon ten (10) days’ prior notice to Tenant (except that no notice shall be required in the case of an emergency), enter the Property and perform such maintenance or repair (including replacement, as needed] on behalf of Tenant. In such case, Tenant shall reimburse Landlord for all costs incurred in performing such maintenance or repair idediately upon demand.
Section 6.05. Alterations, Additions, and Improvements.
(a) Tenant shall not make any alterations, additions, or improvements to the Property without Landlord’s prior written consent, except for non-structural alterations which do not exceed Ten Thousand Dollars ($10,000) in cost cumulatively over the Lease Term and which are not visible from the outside of any building of which the Property is
part. Landlord may require Tenant to provide demolition and/or lien and completion bonds in form and amount satisfactory to Landlord. Tenant shall promptly remove any alterations, additions, or improvements constructed in
violation of this Paragraph 6.05(a) upon Landlord’s written request. All alterations, additions, and improvements
shall be done in a good and workmanlike manner, in conformity with all applicable laws and regulations, and by a
contractor approved by Landlord. Upon completion of any such work, Tenant shall provide Landlord with “as built”
plans, copies of all construction contracts, and proof of payment for all labor and materials.
(b) Tenant shall pay when due all claims for labor and material furnished to the Property. Tenant shall give
Landlord at least twenty (20) days’ prior written notice of the commencement of any work on the Property, regardless
of whether Landlord’s consent to such work is required. Landlord may elect to record and post notices of non-responsibility on the Property.
Section 6.06. Condition upon Termination. Upon the termination of the Lease, Tenant shall surrender the
Property to Landlord, broom clean and in the same condition as received except for ordinary wear and tear which
Tenant was not otherwise obligated to remedy under any provision of this Lease. However, Tenant shall not be obligated to repair any damage which Landlord is required to repair under Article Seven (Da.mage or Destruction). In
addition, Landlord may require Tenant to remove any alterations, additions or improvements’ (whether or not made
with Landlord’s consent) prior to the expiration of the Lease and to restore the Property to its prior condition, a11 at Tenant’s expense. All alterations, additions and improvements which Landlord has not required Tenant to remove
shall become Landlord’s property and shall be surrendered to Landlord upon the expiration or earlier termination of
the hse, except that Tenant may remove any of Tenant’s machinery or equipment which can be removed without
material damage to the Property. Tenant shall repair, at Tenant’s expense, any damage to the Property caused by the removal of any such machinery or equipment. In no event, however, shall Tenant remove any of the following materials or equipment (which shall be deemed Landlord’s property) without Landlord’s prior written consent: any power wiring or power panels; lighting or lighting fixtures; wall coverings; drapes, blinds or other window
coverings; carpets or other floor coverings; heaters, air conditioners or any other heating or air conditioning
equipment; fencing or security gates; or other similar building operating equipment and decorations.
ARTICLE SEVEN: DAMAGE OR DESTRUCTION
Section 7.01. Partial Damage to Property.
(a) Tenant shall notify Landlord in writing immediately upon the occurrence of any damage to the Property. If
the Property is only partially damaged (i.e.. less than fifty percent (50%) of the Property is untenantable as a result of such damage or less than fifty percent (50%) of Tenant’s operations are materially impaired) and if the proceeds received by Landlord from the insurance policies described in Paragraph 4.04(b) are sufficient to Pay for the necessary repairs, this Lease shall remain in effect and Landlord shall repair the damage as soon as reasonably
possible. Landlord may elect (but is not required) to repair any damage to Tenant’s fixtures, equipment, Or
improvements.
&g
@ 1988 Southern California Chapter of the Society of Industrial g and Office Kealtors? Inc. (Multi-Tenant Gross Fom)
8 Initials
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L
Section . Signs and Auctions. Tenant shall not place ns on the Property without Landlord’s prior 9 e written consen . Tenant shall not conduct or permit any auctions I) eriff‘s sales at the Property.
J Section 5.05. Inde&ty.-Tenant shall indemnify Landlord against and hold Landlord harmless from any and all costs, claims oreliability arising from: (a] Tenant’s use of the Property; (b) the conduct of Tenant’s business or
anything else done or permitted by Tenant to be done in or about the Property, including any contamination of the
Property or any other property resulting from the presence or use of Hazardous Material caused or permitted by Tenant; (c) any breach or default in the performance of Tenant‘s obligations under this Lease; (d) any misrepresenta- tion or breach of warranty by Tenant under this Lease; or (e) other acts or omissions of Tenant. Tenant shall defend
Landlord against any such cost, claim or liability at Tenant’s expense with counsel reasonably acceptable to Landlord or, at Landlord’s election, Tenant shall reimburse Landlord for any legal fees or costs incurred by Landlord in
connection with any such claim. As a material part of the consideration to Landlord, Tenant assumes all risk of
damage to property or injury to persons in or about the Property arising from any cause, and Tenant hereby waives all claims in respect thereof against Landlord, except for any claim arising out of Landlord’s gross negligence or willful misconduct. As used in this Section, the term “Tenant” shall include Tenant’s employees, agents, contractors and invitees, if applicable.
Section 5.06. Landlord’s Access. Landlord or its agents may enter the Property at all reasonable times to show the Property to potential buyers, investors or tenants or other parties; to do any other act or to inspect and conduct tests in order to monitor Tenant’s compliance with all applicable environmental laws and all laws governing
the presence and use of Hazardous Material; or for any other purpose Landlord deems necessary. Landlord shall give Tenant prior notice of such entry, except in the case of an emergency. Landlord may place customary “For Sale” or
“For Lease” signs on the Property.
Section 5.07. Quiet Possession. If Tenant pays the rent and complies with all other terms of this Lease.
Tenant may occupy and enjoy the Property for the full Lease Term, subject to the provisions of this Lease.
ARTICLE SIX: CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND ALTER4TIONS
Section 6.01. Existing Conditions. Tenant accepts the Property in its condition as of the execution of the
Lease, subject to all recorded matters, laws, ordinances, and governmental regulations and orders. Except as provided herein, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation as to the condition of the Property or the suitability of the Property for Tenant’s intended use. Tenant represents and warrants
that Tenant has made its own inspection of and inquiry regarding the condition of the Property and is not relying on
any representations of Landlord or any Broker with respect thereto. If Landlord or Landlord’s Broker has provided a
Property Information Sheet or other Disclosure Statement regarding the Property, a copy is attached as an exhibit tc
the Lease.
Section 6.02. Exemption of Landlord from Liability. Landlord shall not be liable for any damage or injury
to the person, business (or any loss of income therefrom], goods, wares, merchandise or other property of Tenant Tenant’s employees, invitees, customers or any other person in or about the Property, whether such damage or injur: is caused by or results from: (a) fire, steam, electricity, water, gas or rain; (b] the breakage, leakage, obstruction o
other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures or any othe cause; (c) conditions arising in or about the Property or upon other portions of the Project, or from other sources o
places; or (d) any act or omission of any other tenant of the Project. Landlord shall not be liable for any such damag
or injury even though the cause of or the means of repairing such damage or injury are not accessible to Tenant. Th
provisions of this Section 6.02 shall not, however, exempt Landlord from liability for Landlord’s gross negligence o
willful misconduct.
Section 6.03. Landlord’s Obligations. Subject to the provisions of Article Seven (Damage or Destructiol
and Article Eight (Condemnation), and except for damage caused by any act or omission of Tenant, or Tenant
employees, agents, contractors or invitees. Landlord shall keep the foundation, roof and structural portions t exterior walls of the improvements on the Property in good order, condition and repair. However, Landlord shall nc
be obligated to maintain or repair windows, doors, plate glass or the surfaces of walls. Landlord shall not t
obligated to make any repairs under this Section 6.03 until a reasonable time after receipt of a written notice fro.
Tenant of the need for such repairs. Tenant waives the benefit of any present or future law which might give Tena
the right to repair the Property at Landlord’s expense or to terminate the Lease because of the condition of t
Property.
jj
0 1988 Southern California Chapter -. 7 Initials of the Society of Industrial and Office Realtors? Inc. * (Multi-Tenant Gross Fom]
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Section a . Tenant’s Obligations. 0
(a1 Except as provided in, Article Seven (Damage or Destruction) and Article Eight [Condemnation), Tenant! shall keep all portions of the Property (including structural, nonstructural, interior, systems and equipment) in good
order, condition and repair (including interior repainting and refinishing, as needed). If any portion of the Property or any system or equipment in the Property which Tenant is obligated to repair cannot be fully repaired or restored,
Tenant shall promptly replace such portion of the Property or system or equipment in the Property, regardless of
whether the benefit of such replacement extends beyond the Lease Term; but if the benefit or useful life of such
replacement extends beyond the Lease Term (as such term may be extended by exercise of any options), the useful life of such replacement shall be prorated over the remaining portion of the Lease Term (as extended), and Tenant
shall be liable only for that portion of the cost which is applicable to the Lease Term (as extended). - - v Landlord shall -
aintenance of the heating and air conditioning system at Tenant’s expense. In addition, Tenant shall, at Tenant’s expense, repair any damage to the
roof, foundation or structural portions of walls caused by Tenant’s acts or omissions. It is the intention of Landlord
and Tenant that, at all times during the Lease Term, Tenant shall maintain the Property in an attractive, first-class ” and fully operative condition.
~-
[b) Tenant shall fulfill all of Tenant’s obligations under this Section 6.04 at Tenant’s sole expense. If Tenant fails to maintain, repair or replace the Property as required by this Section 6.04, Landlord may, upon ten (10) days’ prior notice to Tenant (except that no notice shall be required in the case of an emergency), enter the Property and
perform such maintenance or repair (including replacement, as needed) on behalf of Tenant. In such case, Tenant
shall reimburse Landlord for all costs incurred in performing such maintenance or repair ihediately upon demand.
Section 6.05. Alterations, Additions, and Improvements.
(a) Tenant shall not make any alterations, additions, or improvements to the Property without Landlord’s prior
written consent, except for non-structural alterations which do not exceed Ten Thousand Dollars ($10,000) in cost cumulatively over the Lease Term and which are not visible from the outside of any building of which the Property is part. Landlord may require Tenant to provide demolition andlor lien and completion bonds in form and amount
satisfactory to Landlord. Tenant shall promptly remove any alterations, additions, or improvements constructed in
violation of this Paragraph 6.05(a) upon Landlord’s written request. All alterations, additions, and improvements shall be done in a good and workmanlike manner, in conformity with all applicable laws and regulations, and by a
contractor approved by Landlord. Upon completion of any such work, Tenant shall provide Landlord with “as built” plans, copies of all construction contracts, and proof of payment for all labor and materials.
(b) Tenant shall pay when due all claims for labor and material furnished to the Property. Tenant shall give
Landlord at least twenty (20) days’ prior written notice of the commencement of any work on the Property, regardless
of whether Landlord’s consent to such work is required. Landlord may elect to record and post notices of non-responsibility on the Property.
Section 6.06. Condition upon Termination. Upon the termination of the Lease, Tenant shall surrender the
Property to Landlord, broom clean and in the same condition as received except for ordinary wear and tear which
Tenant was not otherwise obligated to remedy under any provision of this Lease. However, Tenant shall not be obligated to repair any damage which Landlord is required to repair under Article Seven (Damage or Destruction). In
addition, Landlord may require Tenant to remove any alterations, additions or improvements [whether or not made with Landlord’s consent) prior to the expiration of the Lease and to restore the Property to its prior condition, all at Tenant’s expense. All alterations, additions and improvements which Landlord has not required Tenant to remove
shall become Landlord’s property and shall be surrendered to Landlord upon the expiration or earlier termination 01 the Lease, except that Tenant may remove any of Tenant’s machinery or equipment which can be removed withoul
material damage to the Property. Tenant shall repair, at Tenant’s expense. any damage to the Property caused by thf
removal of any such machinery or equipment. In no event, however, shall Tenant remove any of the followinE materials or equipment (which shall be deemed Landlord’s property] without Landlord’s prior written consent: an) power wiring or power panels; lighting or lighting fuctures; wall coverings; drapes. blinds or other windm
coverings; carpets or other floor coverings; heaters, air conditioners or any other heating or air conditioninf
equipment; fencing or security gates; or other similar building operating equipment and decorations.
ARTICLE SEVEN: DAMAGE OR DESTRUCTION
Section 7.01. Partial Damage to Property.
[a) Tenant shall notify Landlord in writing immediately upon the occurrence of any damage to the Property.
the Property is only partially damaged (Le.. less than fifty percent (50%) of the Property is untenantable as a result (
such damage or less than fifty percent (50%) of Tenant’s operations are materially impaired) and if the Proceed received by Landlord from the insurance policies described in Paragraph 4.04(b) are sufficient to pay for th
necessary repairs, this Lease shall remain in effect and Landlord shall repair the damage as soon as reasonabl
possible. Landlord may elect (but is not required) to repair any damage to Tenant’s fixtures, equipment. (
improvements.
@ 1988 Southern of the Society California of Industrial Chapter 9 8 Initials &
and Office Realtors? Lnc. (Multi-Tenant Gross Form)
(b) If a urance proceeds received by Landlord are not s ent to pay the entire cost of repair, or cause of the damage is not covered by the insurance policies whl dt, ndlord maintains under Paragraph 4. Landlord may elect either to [i) repair the damage as soon as reasonablv Dossible. in which case this Lease
remain in full force and effect, or (ii) terminate this Lease as of the date <he-damage occurred. Landlord shall
Tenant within thirty (30) days after receipt of notice of the occurrence of the damage whether Landlord ele repair the damage or terminate the Lease. If Landlord elects to repair the damage, Tenant shall pay Land101 “deductible amount” [if any) under Landlord’s insurance policies and, if the damage was due to an act or omis
Tenant, or Tenant’s employees, agents. contractors or invitees, the difference between the actual cost of repa:
any insurance proceeds received by Landlord. If Landlord elects to terminate this Lease, Tenant may el continue this Lease in full force and effect, in which case Tenant shall repair any damage to the Property an building in which the Property is located. Tenant shall pay the cost of such repairs. except that upon satisf, completion of such repairs, Landlord shall deliver to Tenant any insurance proceeds received by Landlord f
damage repaired by Tenant. Tenant shall give Landlord written notice of such election within ten (10) day: receiving Landlord’s termination notice.
[c) If the damage to the Property occurs during the last six (6) months of the Lease Term and such damag
require more than thirty (30) days to repair, either Landlord or Tenant may elect to terminate this Lease as of th
the damage occurred, regardless of the sufficiency of any insurance proceeds. The party electing to termina Lease shall give written notification to the other party of such election within thirty (30) days after Tenant’s no
Landlord of the occurrence of the damage.
Section 7.02. Substantial or Total Destruction. If the Property is substantially or totally destroyed
cause whatsoever (i.e., the damage to the Property is greater than partial damage as described in Section 7.0
regardless of whether Landlord receives any insurance proceeds, this Lease shall terminate as of the di destruction occurred. Notwithstanding the preceding sentence, if the Property can be rebuilt within six (6) I
after the date of destruction, Landlord may elect to rebuild the Property at Landlord’s own expense, in whic
this Lease shall remain in full force and effect. Landlord shall notify Tenant of such election within thirty 131
after Tenant’s notice of the occurrence of total or substantial destruction. If Landlord so elects, Landlord shall I
the Property at Landlord’s sole expense, except that if the destruction was caused by an act or omission of 1
Tenant shall pay Landlord the difference between the actual cost of rebuilding and any insurance proceeds rc
by Landlord.
Section 7.03. Temporary Reduction of Rent. If the Property is destroyed or damaged and Land
Tenant repairs or restores the Property pursuant to the provisions of this Article Seven, any rent payable dur period of such damage, repair andlor restoration shail be reduced according to the degree, if any, to which Tj use of the Property is impaired. However, the reduction shall not exceed the sum of one year’s payment of Bas insurance premiums and real property taxes. Except for such possible reduction in Base Rent, insurance pre and real property taxes, Tenant shall not be entitled to any compensation, reduction, or reimbursemen Landlord as a result of any damage, destruction. repair, or restoration of or to the Property.
Section 7.04. Waiver. Tenant waives the protection of any statute, code or judicial decision which g
tenant the right to terminate a lease in the event of the substantial or total destruction of the leased property.
agrees that the provisions of Section 7.02 above shall govern the rights and obligations of Landlord and Tenm
event of any substantial or total destruction to the Property.
ARTICLE EIGHT: CONDEMNATION
If all or any portion of the Property is taken under the power of eminent domain or sold under the threal
power (all of which are called “Condemnation”), this Lease shall terminate as to the part taken or sold on the 4 condemning authority takes title or possession, whichever occurs first. If more than twenty percent (20%) oft area of the building in which the Property is located, or which is located on the Property, is taken, either Lanc Tenant may terminate this Lease as of the date the condemning authority takes title or possession, by de
written notice to the other within ten (lo) days after receipt of written notice of such taking (or in the absence
notice, within ten (lo) days after the condemning authority takes title or possession). If neither Landlord nor terminates this Lease, this Lease shall remain in effect as to the portion of the Property not taken, except that t
Rent and Additional Rent shall be reduced in proportion to the reduction in the floor area of the Proper
Condemnation award or payment shall be distributed in the following order: (a) first, to any ground lessor, mc or beneficiary under a deed of trust encumbering the Property, the amount of its interest in the Property; (b) to Tenant, only the amount of any award specifically designated for loss of or damage to Tenant’s trade fix , removable personal property; and (c) third, to Landlord, the remainder of such award, whether as compensi reduction in the value of the leasehold, the taking of the fee, or otherwise. If this Lease is not terminated, L shall repair any damage to the Property caused by the Condemnation, except that Landlord shall not be obli
repair any damage for which Tenant has been reimbursed by the condemning authority. If the severance (
received by Landlord are not sufficient to pay for such repair, Landlord shall have the right to either termi-
Lease or make such repair at Landlord’s expense. _.
-“.” t&
@ 1988 Southern California Chapter 9 Initials ’ of the Society of Industrial %X’
and Office Realtors? Inc. 2 (Multi-Tenant Gross Form)
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I.
I
0 0 ARTICLE NINE: A!%lGNMnvT AND SUBLEITING
Section 9-01. Landlord‘s Consent Required. No portion of the Property or of Tenant’s interest in this Lease i may be acquired by any other person or entity, whether by sale, assignment, mortgage, sublease, transfer, operation
of law, or act of Tenant. without Landlord’s prior written consent, except as provided in Section 9.02 below.
Landlord has the right to grant or withhold its consent as provided in Section 9.05 below. Any attempted transfer
without consent shall be void and shall constitute a non-curable breach of this Lease. If Tenant is a partnership, any .II
cumulative transfer of more than twenty percent (20%) of the partnership interests shall require Landlord’s consent. If Tenant is a corporation, any change in the ownership of a controlling interest of the voting stock of the corporation shall require Landlord’s consent.
Section 9.02. Tenant Mliate. Tenant may assign this Lease or sublease the Property, without Landlord’s consent, to any corporation which controls, is controlled. by or is under common control with Tenant, or to any
corporation resulting from the merger of or consolidation with Tenant (“Tenant’s Affiliate”). In such case, any Tenant’s Affiliate shall assume in writing all of Tenant’s obligations under this Lease.
&!ctiun 9.03. No Release of Tenant, No transfer permitted by this Article Nine, whether with or without
Landlord’s consent, shall release Tenant or change Tenant’s primary liability to pay the rent and to perform all other
obligations of Tenant under this Lease. Landlord’s acceptance of rent from any other person is not a waiver of any
provision of this Article Nine. Consent to one transfer is not a consent to any subsequent transfer. If Tenant’s
transferee defaults under this Lease, Landlord may proceed directly against Tenant without pursuing remedies against the transferee. Landlord may consent to subsequent assignments or modifications of this Lease by Tenant’s transferee, without notifying Tenant or obtaining its consent. Such action shall not relieve Tenant’s liability under this Lease.
Section 9.04. offer to Terminate. If Tenant desires to assign the Lease or sublease the Property, Tenant
shall have the right to offer, in writing, to terminate the Lease as of a date specified in the offer. If Landlord elects in
writing to accept the offer to terminate within twenty (20) days after notice of the offer, the Lease shall terminate as of the date specified and all the terms and provisions of the Lease governing termination shall apply. If Landlord does
not so elect, the Lease shall continue in effect until otherwise terminated and the provisions of Section 9.05 with
respect to any proposed transfer shall continue to apply.
Section 9.05. Landlord’s Consent.
(a] Tenant’s request for consent to any transfer described in Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financia1 condition of the prospective transferee, financial details of the proposed transfer (e.g., the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed
assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the
proposed assignee or subtenant: (iii) Tenant’s compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth andlor financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not
assign], all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed
transfer.
(b) If Tenant assigns or subleases, the following shall apply:
(i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord’s Share (stated in Section
1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives
written notice to Tenant and the assignee or subtenant that Landlord’s Share shall be paid by the assignee 01 subtenant to Landlord directly. The “Profit” means (A) all amounts paid to Tenant for such assignment 01 sublease, including “key” money, monthly rent in excess of the monthly rent payable under the Lease. and all
fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements
less (B) costs and expenses directly incurred by Tenant in connection with the execution and Performance 0
such assignment or sublease for real estate broker’s commissions and costs of renovation or construction 0
tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs anC
expenses before Tenant is obligated to pay the Landlord’s Share to Landlord. The Profit in the case of a subleas’
of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.
(ii] Tenant shall provide Landlord a written statement certifying all amounts to be paid from an
assignment or sublease of the Property within thirty (30) days after the transaction documentation is signed, an’
Landlord may inspect Tenant’s books and records to verify the accuracy of such statement. On written reques:
Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall t
, certified by Tenant to be complete, true and correct. Landlord’s receipt of Landlord’s Share shall not be a consel to any further assignment or subletting. The breach of Tenant’s obligation under this Paragraph 9.05[b) shall be
material default of the Lease.
Section 9.06. No Merger. No merger shall result from Tenant’s sublease of the Property under this Artic
Nine, Tenant’s surrender of this Lease or the termination of this Lease in any Other manner. In mY such ever
Landlord may terminate any Or all subtenancies or succeed to the interest of Tenant as subla 10 -under any Or i
@ 1988 Southern of the Society California of Industrial Chapter Xf# - 10 Initials E ,- subtenancies.
and Office Realtors,@’ Inc. 2 (Multi-Tenant Gross Form)
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ARTICLE T@ DEFAULTS; REMEDIES 0
Section 10.01. Covenab and Conditions. Tenant’s performance of each of Tenant’s obligations under this J
l-.ease is a condition aS weu as a covenant. Tenant‘s right to continue in possession of the Property is conditioned
upon such performance. Time is of the essence in the performance of all covenants and conditions.
Section 10.02. Defaults. Tenant shall be in material default under this Lease:
(a) If Tenant abandons the Property or if Tenant’s vacation of the Property results in the cancellation of any insurance described in Section 4.04;
(b] If Tenant fails to pay rent or any other charge when due;
(c] If Tenant fails to perform any of Tenant’s non-monetary obligations under this Lease for a period of thirty (30) days after written notice from Landlord; provided that if more than thirty (30) days are required to complete such
performance, Tenant shall not be in default if Tenant commences such performance within the thirty (30) -day period and thereafter diligently pursues its completion. However, Landlord shall not be required to give such notice if
intended to satisfy any and all notice requirements imposed by law on Landlord and is not in addition to any such
requirement.
Tenant’s failure to perform constitutes a non-curable breach of this Lease. The notice required by this Paragraph is
(dl (i) If Tenant makes a general assignment or general arrangement for the benefit of creditors; [ii) if a petition for adjudication of bankruptcy or for reorganization or rearrangement is filed by or against Tenant and is not dismissed within thirty (30) days; (iii] if a trustee or receiver is appointed to take possession of substantially all of
Tenant’s assets located at the Property or of Tenant’s interest in this Lease and possession is not restored to Tenant
within thirty (30) days; or (iv) if substantially all of Tenant’s assets located at the Property or of Tenant’s interest in this Lease is subjected to attachment, execution or other judicial seizure which is not discharged within thirty (30)
days. if a court of competent jurisdiction determines that any of the acts described in this subparagraph (d) is not a
default under this Lease, and a trustee is appointed to take possession (or if Tenant remains a debtor in possession]
and such trustee or Tenant transfers Tenant’s interest hereunder, then Landlord shall receive, as Additional Rent, the excess, if any, of the rent (or any other consideration] paid in connection with such assignment or sublease over the
rent payable by Tenant under this Lease.
(e) If any guarantor of the Lease revokes or otherwise terminates, or purports to revoke or otherwise terminate,
any guaranty of all or any portion of Tenant’s obligations under the Lease. Unless otherwise expressly provided, no
guaranty of the Lease is revocable. ’
Section 10.03. Remedies. On the occurrence of any material default by Tenant, Landlord may, at any time
thereafter, with or without notice or demand and without limiting Landlord in the exercise of any right or remedy
which Landlord may have:
(a] Terminate Tenant’s right to possession of the Property by any lawful means, in which case this Lease shall
terminate and Tenant shall immediately surrender possession of the Property to Landlord. In such event, Landlord
shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant’s default, including (i)
the worth at the time of the award of the unpaid Base Rent, Additional Rent and other charges which Landlord had earned at the time of the termination; [ii) the worth at the time of the award of the amount ky which the unpaid Base Rent, Additional Rent and other charges which Landlord would have earned after termination until the time of the
award exceeds the amount of such rental loss that Tenant proves Landlord could have reasonably avoided; (iii) thc
worth at the time of the award of the amount by which the unpaid Base Rent, Additional Rent and other charge:
which Tenant would have paid for the balance of the Lease term after the time of award exceeds the amount of suck
rental loss that Tenant proves Landlord could have reasonably avoided; and (iv) any other amount necessary tc compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations undel
the Lease or which in the ordinary course of things would be likely to result therefrom, including, but not limited to
any costs or expenses Landlord incurs in maintaining or preserving the Property after such default. the cost 0,
recovering possession of the Property, expenses of reletting, including necessary renovation or alteration of thf
Property, Landlord‘s reasonable attorneys’ fees incurred in connection therewith, and any real estate commissior paid or payable. As used in subparts (i) and (ii] above, the ”worth at the time of the award” is computed by allowin,
interest on unpaid amounts at the rate of fifteen percent (15%) per annum, or such lesser amount as may then be th maximum lawful rate. h used in subpart [iii) above, the “worth at the time of the award” is computed b
discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the awarc
plus one percent (1%). If Tenant has abandoned the Property, Landlord shall have the option of (il retakin possession of the Property and recovering from Tenant the amount specified in this Paragraph 10.03(a), or (i
proceeding under Paragraph 10.03[b);
(b) Maintain Tenant’s right to possession. in which case this Lease shall continue in effect whether or nc Tenant has abandoned the Property. In such event, Landlord shall be entitled to enforce all of Landlord’s rights an
remedies under this Lease, including the right to recover the rent as it becomes due;
(c) pursue any other remedy now or hereafter available to Landlord under the laws or judicial decisions of t!
state in which the Property is located.
@?
@ 1988 Southern California Chapter - It Initials
of the Society of Industrial m’
and Office Realtors? Inc. 2 (Multi-Tenant Gross Form)
SectioaO4. Repayment of “Free” Rent. If this Lease es for a postponement of any monthly rental payments, a period of “free” rent or other rent concession, such PO oned rent or “free” rent is called the “Abated Rent”. Tenant shall be credited with having paid all of the Abated Rent on the expiration of the Lease Term onlv if/ I?3k
Tenant has fully. faithfully, and punctually-performed all of Tenant’s obligations hereunder, including the payment
of all rent (other than the Abated Rent) and all other monetary obligations and the surrender of the Property in the
physical condition required by this Lease. Tenant acknowledges that its right to receive credit for the Abated Rent is Absolutely conditioned upon Tenant’s full, faithful and punctual performance of its obligations under this Lease. If Tenant defaults and does not cure within any applicable grace period, the Abated Rent shall immediately become due and payable in full and this Lease shall be enforced as if there were no such rent abatement or other rent concession. In such case Abated Rent shall be calculated based on the full initial rent payable under this Lease.
Section 10.05. Automatic Termination. Notwithstanding any other term or provision hereof to the contrary,
the Lease shall terminate on the occurrence of any act which affirms the Landlord’s intention to terminate the Lease
as provided in Section 10.03 hereof, including the filing of an unlawful detainer action against Tenant. On such termination, Landlord’s damages for default shall include all costs and fees, including reasonable attorneys’ fees that Landlord incurs in connection with the filing, commencement, pursuing andlor defending of any action in any
bankruptcy court or other court with respect to the Lease: the obtaining of relief from any stay in bankruptcy
restraining any action to evict Tenant; or the pursuing of any action with respect to Landlord’s right to possession of
the Property. All such damages suffered (apart from Base Rent and other rent payable hereunder) shall constitute pecuniary damages which must be reimbursed to Landlord prior to assumption of the Lease by Tenant or any
successor to Tenant in any bankruptcy or other proceeding.
Section 10.06. Cumulative Remedies. Landlord’s exercise of any right or remedy shall not prevent it from
exercising any other right or remedy.
ARTICLE ELEVEN: PROTECTION OF LENDERS
Section 11.01. Subordination. Landlord shall have the right to subordinate this Lease to any ground lease, deed of trust or mortgage encumbering the Property, any advances made on the security thereof and any renewals,
modifications, consolidations, replacements or extensions thereof, whenever made or recorded. Tenant shall
cooperate with Landlord and any lender which is acquiring a security interest in the Property or the Lease. Tenant
shall execute such further documents and assurances as such lender may require, provided that Tenant’s obligations under this Lease shall not be increased in any material way (the performance of ministerial acts shall not be deemed
material), and Tenant shall not be deprived of its rights under this Lease. Tenant’s right to quiet possession of the
Property during the Lease Term shall not be disturbed if Tenant pays the rent and performs all of Tenant’s
obligations under this Lease and is not otherwise in default. If any ground lessor, beneficiary or mortgagee elects to have this Lease prior to the lien of its ground lease, deed of trust or mortgage and gives written notice thereof to
Tenant, this Lease shall be deemed prior to such ground lease, deed of trust or mortgage whether this Lease is dated
prior or subsequent to the date of said ground lease, deed of trust or mortgage or the date of recording thereof.
Section 11.02. Attornment. If Landlord’s interest in the Property is acquired by any ground lessor, ben- eficiary under a deed of trust, mortgagee, or purchaser at a foreclosure sale, Tenant shall attorn to the transferee of or
successor to Landlord’s interest in the Property and recognize such transferee or successor as Landlord under thi:
Lease. Tenant waives the protection of any statute or rule of law which gives or purports to give Tenant any right tc terminate this Lease or surrender possession of the Property upon the transfer of Landlord’s, interest.
Section 11.03. Signing of Documents. Tenant shall sign and deliver any instrument or documents necessw
or appropriate to evidence any such attornment or subordination or agreement to do so. If Tenant fails to do s(
within ten (10) days after written request, Tenant hereby makes, constitutes and irrevocably appoints Landlord, o
any transferee or successor of Landlord, the attorney-in-fact of Tenant to execute and deliver any such instrument o
document.
Section 11.04. Estoppel Certificates.
[a] Upon Landlord’s written request, Tenant shall execute, acknowledge and deliver to Landlord a writte
statement certifying: [i) that none of the term or provisions of this Lease have been changed (or if they have bee
changed, stating how they have been changed): (ii] that this Lease has not been cancelled or terminated: (iii] the la
date of payment of the Base Rent and other charges and the time period covered by such payment; (iv) that Landlo]
is not in default under this Lease [or, if Landlord is claimed to be in default, stating why]: and (v) such oth~
representations or information with respect to Tenant or the Lease as Landlord may reasonably request or which a
prospective purchaser or encumbrancer of the Property may require. Tenant shall deliver such statement to Landlo)
within ten (10) days after Landlord’s request. Landlord may give any such statement by Tenant to any prospecti! purchaser or encumbrancer of the Property. Such purchaser or encumbrancer may rely conclusively upon su(.
statement as true and correct.
(b) If Tenant does not deliver such statement to Landlord within such ten (10) -day period, Landlord, and a
prospective purchaser or encumbrancer, may conclusively presume and rely upon the following facts: [il that t terms and provisions of this Lease have not been changed except as otherwise represented by Landlord; Iii) that tl
tease has not been cancelled or terminated except as otherwise represented by Landlord; [iii) that not more than 0
month’s Base Rent or other charges have been paid in advance; and (iv) that Landlord is not in default under t
Lease. In such event, Tenant shall be estopped from denying the truth of such facts. /- kfl:
fQ 1988 Southern California Chapter - 12 Initials of the Society of Industrial 9 and Office Realtors? Inc. (Multi-Tenant Gross Form)
Section e 5. Tenant’s Financiai Condition. Within te days after written request from Landlord,
Tenant shall deliver to Landlord such financial statements as Landlor * reasonably requires to verify the net worth of J Tenant or my assignee, subtenant, or guarantor of Tenant. In addition. Tenant shall deliver to any lender designated
by Landlord my financial statements required by such lender to facilitate the financing or refinancing of the
Property. Tenant represents and warrants to Landlord that each such financial statement is a he and accurate statement as of the date of such statement. All financial statements shall be confidential and shall be used only for the purposes set forth in this Lease.
ARTICLE TWELVE: LEGAL COSTS
Section 12.01 hgd Proceedings. If Tenant or Landlord shall be in breach or default under this Lease, such party (the “Defaulting Party”) shall reimburse the other p@y (the “Nondefaulting Party”) upon demand for any costs
or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting Party
under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and
costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any action for
breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in
shall pay such attorneys’ fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless
from all costs. expenses. demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party against Tenant, or by or against MY person holding any interest under or using the Property by license of or agreement with Tenant; (b) for
foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out
of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord’s
interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code,
as amended. Tenant shall defend Landlord against any such claim or action at Tenant’s expense with counsel reasonably acceptable to Landlord or, at Landlord’s election, Tenant shall reimburse Landlord for any legal fees or
costs Landlord incurs in any such claim or action.
whose favor a judgment is entered, a reasonable sum as attorneys’ fees and costs, The losing party in such action
Section 12.02. Landlord’s Consent. Tenant shall pay Landlord’s reasonable attorneys’ fees incurred in connection with Tenant’s request for Landlord’s consent under Article Nine (Assignment and Subletting), or in
connection with any other act which Tenant proposes to do and which requires Landlord’s consent.
ARTICLE THIRTEEN: MISCELLANEOUS PROVISIONS
I
Section 13.01. Non-Discrimination. Tenant promises, and it is a condition to the continuance of this Lease,
that there will be no discrimination against, or segregation of, any person or group of persons on the basis of race,
color, sex, creed, national origin or ancestry in the leasing, subleasing, transferring, occupancy, tenure or use of the Property or any portion thereof.
Section 13.02. Landlord’s Liability; Certain Duties.
(a) As used in this Lease, the term “Landlord” means only the current owner or owners of the fee title to the
Property or Project or the leasehold estate under a ground lease of the Property or Project at the time in question. Each Landlord is obligated to perform the obligations of Landlord under this base only during the time such
Landlord owns such interest or title. Any Landlord who transfers its title or interest is relieved of all liability with
respect to the obligations of Landlord under this Lease to be performed on or after the date of transfer. However, each Landlord shall deliver to its transferee all funds that Tenant previously paid if such funds have not yet been applied
under the terms of this Lease.
‘ (b) Tenant shall give written notice of any failure by Landlord to perform any of its obligations under this Lease
to Landlord and to any ground lessor, mortgagee or beneficiary under any deed of trust encumbering the Property
whose name and address have been furnished to Tenant in writing, Landlord shall not be in default under this Lease
unless Landlord (or such ground lessor, mortgagee or beneficiary) fails to cure such non-perfomance within thirty
(30) days after receipt of Tenant’s notice. However, if such non-performance reasonably requires more than thirty (30:
days to me, Landlord shall not be in default if such cure is commenced within such thirty (30) -day period and
thereafter diligently pursued to completion.
(c) Notwithstanding any term or provision herein to the contrary, the liability of Landlord for the Performance
of its duties and obligations under this Lease is limited to Landlord’s interest in the Property and the Project. an0
neither the Landlord nor its partners, shareholders, officers or other principals shall have any personal liability undel
this Lease.
Section 13.03. Severability. A determination by a court of competent jurisdiction that any Provision of thi:
Lease or any pat thereof is illegal or unenforceable shall not cancel or invalidate the remainder of such provision p
this Lease, which shall remain in full force and effect.
Section 13.04. Interpretation. The captions of the Articles or Sections of this Lease are to assist the Parties i reading this Lease and are not a part of the terms or provisions of this Lease. Whenever required by the Context of th: Lease, the singular shall include the plural and the plural shall include the singular. The masculine, feminine an
neuter genders shall each include the other. In any provision relating to the conduct, acts or omissions of Tenant. fh term “Tenant” shall include Tenant’s agents, employees, contractors, invitees, SUCCeSSOfS Or others using tb
Property with Tenant‘s expressed or implied permission.
@jf>
@ 1988 Southern California Chapter
of the Society of Industrial g and Office Realtors? Inc. (Multi-Tenant Gross Form)
13 Initials
Sectio at .05. Inwpration of Prior Agreements; a ]cations. This Lease is the only agreement
between the parties Pewg to the lease of the Property and no other agreements are effective. All amendments to J this Lease shall be in writihg and signed by aU parties. Any other attempted amendment shall be void.
SeCtiOn 13.06. Notices. All notices required or permitted under this Lease shall be in writing and shall be peEOnallY delivered or sent by certified mail, return receipt requested, postage prepaid. Notices to Tenant shall be
delivered to the address specified in Section 1.03 above, except that upon Tenant’s taking possession of the Property,
the property shall be Tenant’s address for notice purposes. Notices to Landlord shall be delivered to the address specified in Section 1.02 above. All notices shall be effective upon delivery. Either party may change its notice address upon written notice to the other party.
Section 13.07. Waivers. All waivers must be in writing and signed by the waiving party. Landlord’s failure to
enforce any provision of this Lease or its acceptance of rent shall not be a waiver and shall not prevent Landlord from
Tenant or in a letter accompanying a payment check shall be binding on Landlord. Landlord may, with or without
notice to Tenant, negotiate such check without being bound to the conditions of such statement.
enforcing that provision or any other provision of this Lease in the future. No statement on a payment check horn
Section 13.08. NO Recordation. Tenant shall not record this Lease without prior written consent from Landlord. However, either Landlord or Tenant may require that a “Short Form” memorandum of this Lease executed by both parties be recorded. The party requiring such recording shall pay all transfer taxes and recording fees.
Section 13.09. Binding Effect; Choice of Law. This Lease binds any party who legally acquires any rights or interest in this Lease from Landlord or Tenant. However, Landlord shall have no obligation to Tenant’s successor
unless the rights or interests of Tenant’s successor are acquired in accordance with the terms of this Lease. The laws
of the state in which the Property is located shall govern this Lease.
Section 13.10. Corporate Authority; Partnership Authority. If Tenant is a corporation, each person signing this Lease on behalf of Tenant represents and warrants that he has full authority to do so and that this Lease
binds the corporation. Within thirty (30) days after this Lease is signed, Tenant shall deliver to Landlord a certified
copy of a resolution of Tenant’s Board of Directors authorizing the execution of this Lease or other evidence of such
authority reasonably acceptable to Landlord. If Tenant is a partnership, each person or entity signing this Lease for Tenant represents and warrants that he or it is a general partner of the partnership, that he or it has full authority to
sign for the partnership and that this Lease binds the partnership and all general partners of the partnership. Tenant shall give written notice to Landlord of any general partner’s withdrawal or addition. Within thirty (30) days after
this Lease is signed, Tenant shall deliver to Landlord a copy of Tenant‘s recorded statement of partnership or
certificate of limited partnership.
Section 13.11. Joint and Several Liability. All parties signing this Lease as Tenant shall be jointly and
severally liable for all obligations of Tenant.
Section 13.12. Force Majeure. If Landlord cannot perform any of its obligations due to events beyond Landlord’s control, the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events. Events beyond Landlord’s control include, but are not limited to, acts of God, war, civil commotion, labor disputes, strikes, fire, flood or other casualty, shortages of labor or material, government regulation
or restriction and weather conditions.
Section 13.13. Execution of Lease. This Lease may be executed in counterparts and, when all counterpart
documents are executed, the counterparts shall constitute a single binding instrument. Landlord’s delivery of this
Lease to Tenant shall not be deemed to be an offer to lease and shall not be binding upon either party until executed and delivered by both parties.
Section 13.14. Survival. All representations and warranties of Landlord and Tenant shall survive the
termination of this Lease.
Tenant exercises any option to lar option or right whicl Landlord may grant to Tenant,
between Landlord and Tenant
Broker’s commission schedule
above, Landlord‘s Broker shall
agreement between Landlord’
obligation on Landlord to pay
Section 14.02. Prote em. If Landlord sells the Property, or assigns Landlord’s interest in thi
@ 1988 Southern California Chapter 9 14 Initials UJ [/
of the Society of Industrial and Office Realtors? Inc. (Multi-Tenant Gross Form)
Landlord exclusively; /! 0 both Landlord and Tenant.
Section 14.04. No Other Brokers. Tena that the brokers named in
be entitled to any commission or fee with resp
ADDITIONAL PROVISI RTH IN A FUDER OR RIDERS ATTACHED HERETO OR IN THE
BLANK SPACE BELOW. AL PROVISONS ARE INSERTED, PLEASE DRAW A LINE THROUGH THE
Landlord and Tenant have signed this Lease at the place and on the dates specified adjacent to their signatures below and have initialled all Riders which are attached to or incorporated by reference in this Lease.
“LANDLORD”
Signed on , 19“- PALOMAR #46
at
By:
Its: Wei~re XI4 cn Dv-a-e
William H. Adair
.+ .A” A” L
By:
Its:
“TENANT”
Signed on , 19- CITY OF CARLSBAD
-
at
I&: CLAUDE A. LEWIS, Mavor
By:
Its:
IN ANY REAL ESTATE TRANSACTION, IT IS RECOMMENDED THAT YOU CONSULT WITH A PROF1
SIONAL, SUCH AS A CIVIL ENGINEER, INDUSTRIAL HYGIENIST OR OTHER PERSON WITH EXPERIENCE EVALUATING THE CONDITION OF THE PROPERTY, INCLUDING THE POSSIBLE PRESENCE OF ASBESTI HAZARDOUS MATERIALS AND UNDERGROUND STORAGE TANKS.
THIS PRINTED FORM LEASE HAS BEEN DRAFTED BY LEGAL COUNSEL AT THE DIRECTION OF ’I
SOUTHERN CALIFORMA CHAPTER OF THE SOCIETY OF INDUSTRIAL AND OFFICE REALTORS,@ INC.
REPRESENTATION OR RECOMMENDATION IS MADE BY THE SOUTHERN CALIFORNIA CHAPTER OF 1 SOCIETY OF INDUSTRIAL AND OFFICE REALTORS? INC., ITS LEGAL COUNSEL, THE REAL ESTATE BROKI NAMED HEREIN, OR THEIR EMPLOYEES OR AGENTS, AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT
TAX CONSEQUENCES OF THIS LEASE OR OF THIS TRANSACI‘ION. LANDLORD AN -TEN NT SHOl RETAIN LEGAL COUNSEL TO ADVISE THEM ON SUCH MATTERS AND SHOULD RELY
15 Initials K , SUCH LEGAL COUNSEL.
@ 1988 Southern California Chapter ”. of the Society of Industrial 9 and Office Realtors? Inc. (Multi-Tenant Gross Form)
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I
SECTION 15: This Rental Schedule is attached to and made part of that certain real estate Lease (the "Lease") dated: FEBRUARY 17 ,- 1998 By and between PALOMAR #46 as Landlord, and CITY OF CARLSBAD as Tenant, covering property commonly known as 2075 CORTE DEL NOGAL, SUITE Q, CARLSBAD, CA. 92009. The terms used in this Section shall have the same definitions as set forth in the Lease.
RENTAL SCHEDULE
DATE BASE RENT - CAM TOTAL RENT
11/01/98-10/31/99 $1236.00 $103.00 $1339.00
11/01/99-10/31/00 $1339.00 $103.00 $1442.00
11/01/00-10/31/01 $1442.00 $103.00 $1545.00
CAM CHARGES
CAM Charges are capped during entire three year term.
TAXES AND INSURANCE
Additionally Tenant will NOT be respons ble for his pro rata share increases in taxes and insurance beyon the base year. a
EARLY TERMINATION
Tenant reserves right to early termination after twenty four (24) mon,ths
with ninty (90) days written notice.
INIT*: &>
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STANDARD LEASE ATTACHMENT
FOR
REPAIRS AND/REPLACEMENT
/
This Lease Attachment refers to that certain Lease dated m.3
as Landlord and 1 by and between PiUCMAR #46
as Tenant for the premises known as - TIW n
The following paragrapha are hereby incorporated into the
aforementioned lease and made a part thereof:
PARAGRAPH t 16. OUTSIDE STORAGE. Lessee hereby grants
permission to Lessor to tow away and store, at Lessee's expense,
all automobiles or motor vehicles belonging to Lessee or its
employees or customers, which remain in the common parking area for
more than 40 consecutive hours. No automobiles or motor vehicles
shall be parked and left unattended in any part of the common area
or service yard not striped or designated for parking. Lessee
shall not store in the parking, service or common area any
materials, supplies, equipment or machinery outside the premises,
whether in the open or in tanks, bin or other container devices,
and shall not otherwise obstruct parking, service or common
areas.
PARAGRAPH t 17. REPAIRS AND/OR REPLACEMENT. Lessee shall, at
its sole cost. keep and maintain the Leased Premises and
appurtenances and every part thereof (excepting wall and roofs
which Landlord agrees to repair unless damage is caused by Lessee
or Lessee's agents or invitees), including but not limited to
windows and skylights, doors and store front, floors, carpeting,
ceilings, interior walls and interior surfaces of exterior walls of the Leased premises, in good and sanitary order, condition.
repair or replacement. Lessee shall, at its sole cost. keep and
maintain all utilities, fixtures, hot water heater a and mechanical
equipment used by Lessee in good order, condition and repair and
shall repair or replace any asphalt paving damaged by Lessee's
agents or invitees.
PARAGRAPH # 18 GLASS. Lessor shall replace, at the expense
of the Lessee, any and all plate and other glass damaged or broken
from any cause whatsoever in and about the leased premises, or
Lessee may, at its option, replace such glass at its expense
provided Lessee receives approval from lea so^ to perform this
repair. /
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Scction , Q
mde part -Ilh of t certain real estate uase (the "Lease td FERBuBBy 17. 1 998,
lis bllissions; SLorayo, use g Disposal astc: is ahtacllcd io dlld
between the FLoMAR #46 @a
Landlord ad CITY OF CARLsW
kopty ccmnonly known as: 2075 cORTE D N
terns usd in ais Section Jor~ inmze Lease.
, as , as Tenaqt, Covering the i
CA 9 The
EMISSIONS; STORAGE, USE AND DISPOSAL OF WASTE ,
1. Emissions. Tcnanl shall nol:
a. Pcrmil any vchiclc on Ihc prcmiscs lo cmil cxhaust which is 111 violaitor1 01 any govcrnrncnlal law, rub, rcguhlron or rcqulrcmont;
b. Dischargc. crnil cr pcrrnll lo bc drscllarqcd or cntrltod. any bquld. solrd or gascoue mallcr, or any combmalton Ihctcol. rnlo Iho alrnosphcrc. In0 ground or any body 01 willcr. wlrrclt rnallcr, as ruesonably dolcrrnlncd by Lessor or any govcrnrncnlal cnuly. does. or may. pollulc or conlarnrndc lhc sarno, or 1s. or may bcconlc. radioaclivc or docs. or tnay, advcrscly allecl Ihc (1) hcallh or salcly 01 porsans, wl\C(cV@r (ocJ[c(1, wllo[llcr on lllo prcmlsos or anywhoru olsc, (2) condlllon. usc or cnloymcnlol lhc prcmrscs or any olhor real
or pcrsonal propcdy. whclhcr on Ill8 prcmlscs of anywhcro clsc. or (3) prcmiscs or any 01 Itlo Inipc0vcmcnls I)lcrcb 01 lhotcon lnC\lldlng burldmgs. loundallons. ptpcs. ullllly IIncs. Iandscap~ng or parktng arcas;
c, Produco. or porrnil lo bc produccd. any inlcnsc glarc. lighl or hcal cxccpl wilhin an cncloscd or scrccncd area and lhcn only in such rnannei Ihal lhc glarc. lghl or hcal shall nol bc dlscornlblu Iron1 oulsidc 1110 promisus;
d. Croalo. or pcrrnil lo bc crcalcd. any sound prcssurc lovcl which will inlcrlcro wrlh Iho qurcl cnloyrncnl 01 any rcal propcfly oulside Iho prornisos. or which wrll crcalc a nuisnrico or v~olalo arty l)uvcr~rlnunlal law. rulo. rugulalton or requlrorncnl;
0. Crcalc. or porrnil LC be crcalcd. any ground vlbralion lhal is dtscornablu oulsidc Iho prcmisos;
1. Transmit. rcccivo or pcrrnil lo bo lransrnlllcd or rcccivcd. any oloclrornagnclic. rnicrowavo or olhcr radlatton which IS harrnlul or hazardous LO any pcrson or propcrly in. on or about Ihc proinisos. or anywhcro 0150.
2. Storage and Uso.
a. SIO~J~C. Subjccl IO \hc uscs pcrmillcd and prohlbllcd lo Tcnanl under lhs Icasc. Tcrianl shall sloru 11) approprialc Icak prool conlamors all so11d. hquld or gascous mallcr, or any cornblnallorl llicfcol. wh~cll nwllcr. il dlSChargcd or C~lllud1nIo llic ~LmOSPliCtO. lhc ground or
JOY ~dy 01 walcr, docs or may (1) pollulc or conlanmalu \he same. or (2) cldvcrscly allccl tho (I) Iicalll~ or salcly ol persons. whclhcr on 111~ prclniscs or anywhcro CISC, (ii) condlbon. usc or crljoyrncnlol IIP prcrnlscsor anyrcal or pcrsonal propcrly. wliclhcr on lhc prcrnlsos or anywhcrc clsc. or (111) prcmiscs or any of lllc rrnprovcnlcnls lhorclo or Ihcroon.
b. USC. In ;Iddll,on. wllhoul Landlord's prior wrlllcn conscot. Tunanl slwll nol USC. slorc or pcrrnil lo romain on Ihc prorntses any solid. IIQUII or ~JSCOUS mallcr WIIICII IS. or may bccornc. rodloacllvo. II Landlord docs givo 11s conscnl. Tenant shall slorc LhC malcrlals In Such q mallncr 111~1 no radloactlvily WIII bc c~c~cc~clble uu~srclc a dcslgnalcd slorogc area and Tenant shdl usu Ihc mirlcrlols in such a mannor Iha (1) noredl or personal properly oul~~dc IIIC dcslynalcJ oloracJc aruas1ta11 bCCOmc COnlarnlnalCd (hereby 01 (2) IliOC arc and SllJIl be IX adverso cll~~l~ on ~ll~ [I) hcallh or sa~cty 01 porsons. whcllicr on 11to prcrwso?; or anywliurc else. (11) condrlron. us0 or cntoymcnlot lhl p;emscs 01 any real 01 pcrsc,n;rl propctty Iltoroon or Ihorcm, or iii) prccniscs or any 01 Ihc lrnprovcrncnls lhcrclo or Lhcrcon.
3. Disposal 01 Waslo.
a. R~(~~~ D;5,30s;ll. Tcnan[ ShJll no1 keep any Irasli. rprbagc. waslo or olhor roluso onlhc prcrnisos uxccpl in S3n1LJTy COnlilinOrS and sh; regularly JM (requcnlly rcrnovo Samc lrom lhc prurntscs. Tcnanl shall hccp all incinurnlors. COnlalnOrs Or OIhCr CquiPmUnl used lor (1
sloragc or disposal 01 such rnalcrials in a dclarl and Saniiilly COndlllOll.
b. sowago Di~pos~J. Tcnanl shall propcrly disposo 01 a11 sanilary scwagc and Shall 1101 uSC Ihc SCWWJC dlSPOsal SYSlcm (1) lor IhodlSWS ol anything cxcopl sanllacy scwagc or (2) encuss 01 lhc lcsscr of tho anlounl (a1 roasonably coritornplalcd by lho usos Pcrmlllod und \his LCJSC or (b) perrnlucd by any govcrnmonlal cnlrly. Tonanl~11aIl kccp lhu SCWagc d1spOiaI SySWJm lroc 01 all ObslrUCbons and In QC
opcralmg condilron.
c. ~,~~~~~l~l~lh~r waslo. Tcnanf SII~II properly dlsposc ot ailolhor waslcorotllcr mallcr dolivcrcd IO. storcd upon. locale0 uponor will used on. or rclnovcd from, lllc prcrntscs irl sucl1 P manncr Itla\ IS docs not. and WIII nol. advcrscly allccl lIw (1 I Iw~l Or saW 01 Porsc whcrcvcr locaIcd, whel)lcr on 111c prcnwcs or olsowhcru. (2) condltlon. usc or cnloylncnl01Iho prclntscs or any other real or pcfx
, including buildtngs. loundallons. plpcs. UII~I~~ lincs. londscapiw or parking mas.
wopcrly. whcrevcr ~~~~l~.. wllclllcr on 111~ prcnlisos or anywhcru olsc. or (31 ptcmisus or any OJ llm lrnprovcmcnls lI1CrClO 01 tho'
4. compliJncC with L~~. NoIwilhslancJintJ ally otlmr provision in lhis Loaso lo tllc contrary. Tonant s11al1 comply wllh all laws. slat ord,nanccs. rogulallons, rules and olhor govcrnrnanlal rcqulrornonts 111 cqrnplyrng WJIII LIS obligabons und~ 1111s IOJSU. and UI PJfilC
5. Indcmnilication. ~~~~~l sl,a~~ dclcnd. Indccnnlly and IIOM Landlord harrnlcss from any 10s.s. claim. IrabiW or cx~cnsc. lllcludlng alm
rclallng 10 tho sloragc. usc and disposal 01 hacardous or loxlc mQllOl.
loos and cos~s, artslng oul 01 or 111 curlncchoti will1 its failuru lo obscrvc or colnply wlh lhc provisions 01 this I-Qasc.
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LANDLORD: PALCWR #46
L
at .
.,', , TENANT:
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SECTION 20
TENANT : CITY OF CARLSBAD
UNIT ADDRESS: 2075 CORTE DEL NOGAL, SUITE Q CARLSBAD, CA 92009
ITEM: X - STANDARD IMPROVEMENT ONLY
- STANDARD IMPROVEMENTS PLUS THOSE SHOWN BELOW.
FLOOR COVERINGS:
PLUMBING :
LIGHTS :
PAINTING:
A/C OR VENT FAN:
OTHER :
LEESEE SHALL HAVE NINETY (90) DAYS FROM COMMENCEMENT DATE TO NOTIFY LANDLORD IF PLUMBING, MECHANICAL AND ELECTRICAL SYSTEMS ARE NOT IN GOOD WORKING ORDER. IF NOTIFIED LANDLORD WILL MAKE REPAIRS AT LANDLORD'S SOLE COST.
UNLESS OTHERWISE STATED, THE IMPROVEMENTS LISTED ABOVE WILL BE
FINAL. ANY ADDITIONS WILL BE PAID FOR BY THE TENANT.
Initials @
Initials
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RULES AND REGULATaS
.. WXBIT OD.
(Suppknmkl To toU PmvLbnr)
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13.
NO sign, placard, picture. advertisement, name or notice shall be inscribed, displayed or printed or afixed
On Of 10 My pat Of fit? outsidc Or inside Of the Building without the wrltten consent of Landlord first hand
and obtained and Landlord shall have the right to remove any such sip, placard, picture, advertisement. name or notice without notice to and at the expense of the Tenant.
All approved signs or lettering on doors shall be printed, painted, affixed or inscribed at the expense of Tenant by a person approved of by Landlord. Tenant shall not place anything or allow anfling to be placed near the glass of any window, door, panition or wall which may appear unsightly from outside the Premises as determined by Landlord: provided. however, Landlord may require a Building Standard window covering
at all exterior windows. Tenant shall not without prior written consent of Landlord cause or otherwise sun
screen any window.
The sidewalks, exits, entrances, shall not be obstructed by any of the Tenants, or used by them for any
purpose other than for ingress and egress from their respective Premises.
Tenant shall not alter any lock or install any new or additional locks or any bolts on any doors or windows of the Premises.
The toilet rook urinal. wash bowls and other apparatus shall not be used for any purpose other than that for which there were constructed and no foreign substance of any kind whatsoever shall be thrown therein
and the expense Of any breakage. stoppage, or damage resulting from the violation of this rule shall be borne
by the Tenant who. or whose employees or invite+) shall have caused it.
Tenant shall not in any way deface the Premises or any part theraof.
Tenant shall not use. keep or permit to be used or kept any foul or noxious gas or substance in the Premises,
or permit or suffcr the Premises to be occupied or used in a manner offensive or objectionable to the
Landlord or other occupants of the Building by reason of noise, odors, andlor vibrations or interfere in any
way with other Lessees or those having business therein, nor shall any animals or birds be brought in or kept
in, on, or about the Premise or Building.
Lessee shall not use or keep in the Premises or the Building any kerosene gasoline or inflammable or
combustible fluid or material, or use any method of heating or air conditioning otha than that supplied by
Landlord.
Landlord reserves the right to excludc or expel from the premises any person who, in the judgement of
Landlord is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in
violation of any of these Rules and Regulations.
No vending machine or machines of any description shall be installed, maintained or operated upon the
Premises without tho written consent of the Landlord.
Landlord shall have he right, exercisable without notice and without liability to Landlord to change the name
and street address of the Boilding of which the Premises are a part.
Tenant shall not disturb, solicit, canvas any occupant of the Building and shall WOperatC tO Prevent same.
Without the written Consent of Landlord, Tenant shall not use the name of the Building in ~mm~tion With or in promoting or advertising the business of Tenant exfept il~ Tuunt’S address.
All garbage and refuse shaI1 be placed by Tenants in containus.
.- EXHIBIT ’ D ’
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0. RULES AND REGULATIW
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(antlnrldl
14. No aerial or antenna shall be erected on the roof or exterior walls of the Leased Premises, or on the grounds without in each instance, the written consent of Landlord first being obtained. Any aerial or antenna SO
installed without such written consent shall be subject to removal by Landlord at any time without notice.
IS. No loud speakers, television, phonographs. radios or other devises shall be used in a manner SO as to be
heard or seen outside of the Leased Premises with the prior writfen consent of Landlord.
16. The outside areas immediately adjoining the Leased Premises shall be kept clean and free from dirt and
rubbish by Tenant, to the satisfaction of the Landlord, and Tenant shall not place or permit any obstruction or materials in such areas. No exterior storage shall be allowed including, without limitation, the storage
of inotor vehicles, trucks, boars, trailers, pallets, drum, or equipment of any kind or nature, without the
' permission in writing from Landlord.
17. Tenant shall use a! Tenant's cast such pest extermination contractor as Landlord may direct and at such intervals as Landlord may require.
18. Tenant shall not bum any trash or garbage of any kind in or about the Leased Premises or the Project.
19. No residential use. including without limiting the generality of the foregoing, residing, sleeping or cooking
art permitted on'the Premises or anywhere on the Project.
20. No animals of any type. including.. wilhout limiting the genedity of the foregoing. pets, yard dogs, exotic
animals, reptiles or birds, arc permitted on the Premises or anywhere OII the Project.
21. Landlord reserves the right, by written notice to Tenant, to rescind, alter or waive any rule or regulation at
any time prescribed for he Building when, in Landlord's judgment, it h necessary, desirable or proper for
9 tho best interest of the Building and its Tenants.
22. The trash dumpsters in the common areas are designed for office and light waste only. If a Tenant is a
heavier generator of trash, it is the responsibility of the Tenant to c0n:ract directly with a trash disposal
company for a dumpster and trash pick-ups. Under no circumsunca are contractors allowed to place construction debris in any dumpster in tho park .'.
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. -EXHlBIT 'D'
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e 0
TENANT : CkE’ OF wm
UNIT ADDRESS:
2075 0X”E DEL NOGAL, SUITE Q
CARL$W, CA 92009 +
,* QUALITY AND/OR SIZE HEIGHT, LENGTH ETC.
ITEM : .. n - STANDARD IMPROVEMENT ONLY
__. STANDARD IMPRQVZMENTS PLUS THOSE SHOWN BELOW.
PARTITIONS:
CEILINGS :
FLOOR COVERINGS:‘
PLUMBING:
LIGHTS :
SWITCHES :
WALL ELEC. OUTLETS:
PHONE OUTLETS: ’
A/C OR VENT FAN:
A/C HOOK UP:
WATER HEATER:
PAINTING:
OTHER :
LEESEE SHALL HAVE NINETY (90) DAYS FROM COMMENCEMENT DATE TO NOTIFY LANDLORD If PLUMBING, MECHANICAL AND ELECTRICAL SYSTEMS ARE NOT IN GOOD WORKING ORDER. IF NOTIFIED LANDLORD WILL MAKE REPAIRS AT
LANDLORD’S SOLE COST.
UNLESS OTHERWISE STATED, THE IMPROVEMENTS LISTED ABOVE WILL BE FINAL. ANY ADDITIONS WILL BE PAID FOR BY THE TENANT.
INITIALS ’E
INITIALS
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. *- SIGN CRITERIA e PALOMAR AIRPORT .. ~USSNl%SS em
.. PALOMAR 1146
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Standard Tenant I.D. 5140 - Multi Tenant
Size1 129 x 4'
Meterlalr Redwood Or .Weetern Red Cedar
Letter ileight: 4. maximum, no more than 6 words All lettering to be approved by Owner/Lessor
Color; To be determined by building colors - any changes to
be approved by Owner/Leosor
Hardware1 Primed and enamelled to withstand rUEt
Mountings Two methode displayed below Concrete wall mounting
Standard Tenant I. 0. Siqn - Single Tenant
Tenants who are the faole occupant of a building are entitled to either a monument oign +ocated close to the entry, or a sign on the building.
S'izet The combined square footage if either oign shall not exceed 24 square feet.
Materials Several material are acceptable; Concrete, Steel or Redwood
Approvals Specifications and drawings ehaU be approved by Owner/Leeaor .
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- 0. PALOMAR # 4 6 0'
SIGN CRITERIA
1. SIGN CRITERIA
' This criteria eatabliahee the uniform p~LicLe8 for all Tenant oign indentification within the PALOMAR AIRPORT
the purpose of maintaining the overall appearance of This criteria has been eotablished for
the Park. Conformance will be strictly enforced. Any sign installed that does not conform to the eign criteria, unless agreed upon by the Landlord, will be brought to conformity at the expense of the Tenant.
BUSINESS PARK.
6
' A. General Requirements
1, A drawing of the size and shape of the approved sign ie' attached. Lettering and installation ohall be
paid for' by the ;Tenant.
2. Landlord shall approve all copy and/or logo
design prior to the installation of the sign.
3. Landlord shall direct the placement of all tenant oigno and the method of attachment to the building.
4. Tenant shall be responsible for the fulfillment of all requirements of this criteria.
B. General Specifications
1. The sign's dimensions shall be 12' high by 4 feet wide.
2. Tenant shall be allowed one oign regardless of size of occupancy.
3. All sign lettering shall be white in color. No other color ehall be a maximum oE 4' in height.
4. No electrical or audible oign'e shall be allowed.
5. Upon expiration of lease, tenant shall remove
sign insert only.
6. Except as provided herein, no advertising placards. bannere. pennants, names, insignia, trademarks, or other descriptive material shall be affixed or maintained upon any automated machine, glaee panes of the building, landscaped areaa, streets, or parking areas.
7. Signage is at Tenants expense. The estimated ,cost $200.00 Plus installation. Please contact Signs - On @'@ 431 -1 051 1.
Londllord's Initials Tenan *o Initial0
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OCEAN POINT TECH CENTRE
6; PALOMAR PARKS 14, 28 & 46
J
Welcome to our Carlsbad Parks! To insure that your move goes smoothly, we have
collected a list of services you may find useful. Also, please contact your
Insurance Agent - per your lease, you are required to carry public liability insurance.
LEASING OFFICE:
SEND RENT CHECKS TO:
BUSINESS,, LICENSE:
*
ELECTRICITY;
POLICE:
POLICEIFIRE EMERGENCIES
TELEPHONE
*
POST OFFICE:
5411AvenidaEncinaa,:llO
Carlabad, California 92008
Sandy Watson, Property ngr .
Shari Beere, Asst Prop.Mgr .
(760) 438-9200
5-50 West C St., Ste 1820
San Diego, California 92101
1200 Elm Ave.
Carlsbad. Ca.
(760) 434-2082
S.D.G h E
1816 Oceanside Blvd
Oceanside, CA
1-800-411-7343
Carlsbad Police Dept.
2560 Orion Way
Carlsbad, Ca
(760) 931-2197
911
Pacific Bell 1-800-750-2355
2772RooseveltStreet
Carlsbad, Ca
1-800-275-8777
,