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HomeMy WebLinkAbout1988-04-05; Housing & Redevelopment Commission; Resolution 101* ll 0 e ., 1 2 3 4 RESOLUTION NO. 1 o 1 A RESOLUTION OF THE HOUSING AND REDEVELOPMENT COMMISSION OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AN AGREEMENT BETWEEN THE CITY OF CARLSBAD AND THE CARLSBAD UNIFIED SCHOOL DISTRICT FOR THE DEVELOPMENT OF A JOINT SENIOR CENTER/SCHOOL ADMINISTRATIVE OFFICE COMPLEX. ~ 5 WHEREAS, the City has adopted Ordinance No, 9639 on July 20, 1982 6 7 which ordinance approves the Vi 11 age Area Redevelopment P1 an ( "Redevel Code Section 33000 et seq.) for the redevelopment, rep1 anning, and 9 pursuant to the Cal ifornia Community Redevelopment Law (Health and Saf 8 ment P1 an") and establ ishes the Vi11 age Project Area ("Project Area") 10 require redevelopment in the interest of health, safety, and general 11 redesigning of certain blighted areas within the City of Carlsbad whic 27 sion, the District and the City to provide for the implementation of 26 of the Agreement to create a cooperative relationship among the Cornmi! 25 facilities and other public facilities. Accordingly, it is the purpo: 24 reasonable means of financing the construction of such public school 23 facilities are a benefit to the Project Area and that there are no ott 22 District, the Commission and the City have determined that such 21 1 services and amenities to serve the Project Area and the District. TI 20 need to provide adequate public school facilities and other public 19 WHEREAS, the District, the Commission and the City recognize the 18 facilities; and 17 relocation, and construction of public school facilities and other put 16 the redevelopment of certain areas of the City through the acquisitior 15 into an Agreement for Cooperation to provide mutual aid and assistance 14 WHEREAS, the District, the Commission and the City wish to enter 13 welfare of the City of Carl sbad; and 12 . ~ 28 0 0 -c 1 and the community at large by utilizing the combined resources of the 2 projects which are of mutual benefit to the Commission and the Distric 3 Commission, the District and the City to carry out the goals of the 4 NOW, THEREFORE, BE IT RESOLVED by the Housing and Redevelopment Commis 5 Redevelopment Plan and of the District. Housing and Redevelopment Commission and the Carlsbad Unified School g 2. That the agreement between the City of Carlsbad, the Carlsbad 8 1. That the above recitations are true and correct. 7 sion of the City of Carlsbad, California, as follows: 6 10 District attached hereto as Exhibit A, is hereby approved. 11 PASSED, APPROVED AND ADOPTED at a special meeting of the Housing 12 14 following vote, to wit: 13 Redevelopment Commission held on the 5th day of April, 988, by the AYES: Commissioners Lewis, Kulchin, Pettine, Mamaux and Larson 15 16 NOES: None ABSENT: None I-7' /I ATTEST: 18 19 ALETi-iA L. RAUTENK I 20 21 22 23 11 24 25 26 27 /I 28 0 e 4 AGREEMENT FOR COOPERATION BETWEEN THE THE CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION, AND THE CITY OF CARLSBAD - CARLSBAD UNIFIED SCHOOL DISTRICT, 1. PARTIES AND DATE 1.1 This Agreement is entered into this day of , 1988 by and among the CARLSBAD UNIFIED SCHOOL DISTRICT, a public agency ("District"), the CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION ("Commission"), and THE CITY OF CARLSBAD ("City"). 2. RECITALS 2.1 The City has adopted Ordinance No. 9639 on July 20, 1982, which ordinance approves the Village Area Redevelopment Plan ("Redevelopment Plan") and establishes the Village Projc Area ("Project Area") pursuant to the California Community Redevelopment Law (Health and Safety Code Section 33000 et seq.) for the redevelopment, replanning and redesigning of certain blighted areas within the City of Carlsbad which require redevelopment in the interest of health, safety, and general welfare of the City of Carlsbad. 2.2 The District, the Commission and the City wish to enter into this Agreement for Cooperation to provide mutual i and assistance in the redevelopment of certain areas of the City through the acquisition, exchange, relocation, and construction of public school facilities and other public facilities. More specifically, and subject to the condition described hereinafter, the Commission and the District wish cooperate in connection with the following redevelopment activities: (a) Conveyance of a portion of property owned by t District (which property to be conveyed is legally described in Exhibit A attached hereto and incorporated herein by reference) (the "District Site") to the Commission in exchan for the construction of a Senior Citizen Center which will include District administrative offices and the Undivided Interest (as defined in Section 5.4 below) (the "Administrat Offices"). Such District Administrative Offices are to be leased by the Commission to the District for a term of ten ( years or as hereafter provided and thereafter conveyed to th District pursuant to the terms hereof. The Senior Citizen Center, including the District Administrative Office, is hereinafter described as the "Center", and the Senior Citize Center, excluding the District Administrative Offices, is hereinafter described as the "Commission's Interest". The * Commission may convey the District Site and/or Center to the terms and conditions of this Agreement, and m (exclusive of the Administrative Offices) to the City subject (b) The temporary relocation of the certain variou: District uses presently operating on the District Site. 2.3 The District, the Commission and the City recognize the need to provide adequate public school facilities and otl public services and amenities to serve the Project Area and ' District. The District, the Commission and the City have determined that such facilities are a benefit to the Project Area and that there are no other reasonable means of financi: the construction of such public school facilities and other public facilities. Accordingly, it is the purpose of this Agreement to create a cooperative relationship among the Commission, the District and the City to provide for the implementation of projects which are of mutual benefit to th Commission and the District and the community at large by utilizing the combined resources of the Commission, the District and the City to carry out the goals of the Redevelopment Plan and of the District. NOW, THEREFORE, in consideration of the foregoing and th mutual promises and covenants contained herein, the parties hereto agree as follows: 3. DISTRICT SITE The Commission has completed and the District hereby approves the site plan for the development of the Center ("Center Plan") attached hereto as Exhibit B and incorporate herein by reference. District hereby consents to any land 1 , entitlement applications submitted by the Commission or its designee prior to conveyance of the District Site to the Commission which are substantially consistent with the Cent6 Plan. The District shall convey title to the District Site, free and clear of all liens and encumbrances except those approved by the Commission, as more specifically set forth : Section 4 below; provided, however, in the event District fi to receive State Agency approval or is otherwise'legally prohibited from conveying the District Site to Commission, ' Agreement shall be terminated and neither party shall have i rights or obligations hereunder. 3.2 Upon conveyance of title to the District Site to tl Commission, the Commission, in exchange, shall undertake redevelopment of the District Site in accordance with the Center Plan. 3.3 Any redevelopment activities undertaken by the Commission on the District Site shall meet the following requirements: 3/21/88 3738r/2410/01 -2- a m v (a) A Floor Plan for the Administrative Offices, containing no less than 12,000 square feet, shall be submittc to the District for its approval, which approval shall not bc unreasonably withheld. Within twenty (20) business days aft< receipt of a Floor Plan for the Administrative Offices, the District shall approve of such Floor Plan or shall provide tl Commission with a written statement setting forth the reasonable basis upon which the District withholds its consel provided that upon revision by the Commission of a Floor Pial for the Administrative Offices to address the matters set fo: in any such written disapproval by the District, such revise( Floor Plan shall be deemed approved by the District. (b) The schedule of work shall be developed joint1 by the Commission and the District, and approved, in writing by the District to assure minimum disruption to Pine School (located adjacent to the District Site) and the administrati responsibilities of the District. Any requested approval of such schedule of work shall be delivered by the District to Commission within 20 business days after receipt thereof. 3.4 District shall vacate the District Site by August 1 1988, unless otherwise notified by the Commission of a later date established by thirty (30) days' written notice. 4. CONVEYANCE OF THE DISTRICT SITE 4.1 The District hereby agrees to convey the District S to the Commission upon the terms and conditions hereinafter forth, in exchange for the lease and conveyance to the Distr by the Commission of the Administrative Offices and other consideration as set forth herein. 4.2 The transfer of the District Site to the Commissior shall occur after the Commission has approved a Floor Plan f the Administrative Offices and after the Commission has awal a contract for construction of the Center. The terms "Close Escrow," "Closing" and/or "Closing Date" are used herein to mean the time the District's grant deed is filed of record ! the Office of the County Recorder of San Diego County. 4.3 On or before 12:OO o'clock noon on the day precedi~ the Closing Date, the District shall deposit with First American Title Insurance Company ("Escrow Agent") any instruments required by Escrow Agent to comply with the terl hereof. 4.4 At least five (5) days prior to the Closing Date, District shall deliver to Escrow Agent a grant deed conveyi the District Site to the Commission which document shall be duly executed and acknowledged by the District and/or such 3/21/88 3738r/2410/01 -3- e persons as the title insurer may require in order to issue the title policy described herein, together with any title documents required pursuant to Section 4.6 below. On or bef the Closing Date, the District shall deposit with Escrow Age such other instruments as may be required of the District to permit Escrow Agent to comply with the terms hereof. .+ 4.5 On the Closing Date, Escrow Agent shall record the grant deed described in Section 4.4, above, provided Escrow Agent obtains assurance that First American Title Insurance Company is prepared to issue its CLTA policy of title insura covering the District Site and showing title vested in the Commission in the amount of One Million Five Hundred Eighty Thousand Dollars ($1,580,000) subject only to the following: (a) Non-delinquent general real property taxes; (b) Approved exceptions shown in the preliminary title report to be approved by the Commission pursuant to Section 4.6 below; and (c) Exceptions consented to (in writing) or create by the Commission. 4.6 The Commission shall promptly order a preliminary title report for the District Site, together with copies of documents referenced therein as exceptions. The Commission shall have until April 1, 1988, to approve or disapprove the condition of title of the District Site. In the event that matters are shown on the preliminary title report which are acceptable to the Commission, the Commission shall have the right to disapprove same on or before April 1, 1988, by so notifying the District in writing. In the event the Commiss fails to notify the District in writing of a disapproved exception prior to April 1, 1988, the exceptions shown there shall be deemed approved by the Commission. The District shall, within thirty (30) days thereafter, notify the Commission in writing, whether the District agrees, at its s expense, to cause the removal of a disapproved exception. I District fails to respond, the District shall be deemed to k: refused to remove the disapproved exception. If the Distric refuses or is deemed to have refused to remove the disapprov exception, the Commission may either waive its prior objecti and proceed with the escrow or cancel this transaction by written notice to the District and Escrow Agent within ten ( days following the receipt of the District's notice (or ten (10) days following the date the District is deemed to k: refused, if the District fails to provide notice). In the event the Commission elects to terminate this Agreement pursuant to the provisions of this Section, the Commission E District agree to immediately execute any document required cause Escrow Agent to cancel the escrow,,less escrow 3/21/88 3738r/2410/01 -4- 0 # cancellation charges, if any, after which time neither party Agreement. - shall have any further obligation to the other under this 4.7 Real property taxes, if any, assessed against the District Site for the fiscal year in which Close of Escrow occurs shall be prorated as of the Close of Escrow on the ba: of a thirty (30) day month. The Commission will pay the Esc Agent's fee, Escrow Agent's drafting charges, recording char and documentary transfer tax in an amount determined by Escr Agent and the title policy premium on the policy herein described. 4.8 Escrow Agent will cause the County Recorder of San Diego County to mail the grant deed covering the District Si to the Commission at the address set forth for the Commissio herein. Escrow Agent will further deliver to the Commission United States mail, the title policy called for herein. 4.9 The District will deliver fee title in the District Site to the Commission at Close of Escrow. 5. CONVEYANCE OF THE ADMINISTRATIVE OFFICES 5.1 The Commission agrees to demolish the existing buildings located on the District Site except for the relocatable classrooms to be relocated by the District a timely manner in accordance with the Center Plan. The Commission further agrees to construct the Administrative Offices in accordance with Floor Plan approved by the Distr which Administrative Offices shall occupy not less than 12,000 square feet of office space within the Center. The building in which the Administrative Offices will be situat shall be developed by the Commission as an office condomini The Commission shall take all necessary steps to prepare an file a condominium plan, covenants, conditions and restrictions, and any other documents necessary to develop condominium project. Commission shall defend, indemnify an hold District harmless with respect to any losses, damages, liabilities, claims, actions, judgments, court costs and le or other expenses incurred as direct or indirect consequenc the construction of the Center by the Commission for the PC commencing upon District vacation of the District Site and terminating upon commencement of the Administration Office2 pursuant to Section 6.2, below, and to construct the Center Lease. 5.2 Within thirty (30) days after completion of the Administrative Offices in accordance with the plans and specifications, the Commission shall (i) deposit a Grant D< conveying a condominium interest in the Administration Off to the District into an escrow with First American Title 242 1/88 3738r/2410/01 -5- a 0 r Insurance Company and, (ii) the Commission, as lessor, and tl District, as lessee, shall execute the Lease for the Administrative Offices in the form of Exhibit C attached herc and incorporated herein by this reference (the "Administratil Offices Lease"). In addition to the foregoing, after completion of the Center and as long as the District holds a real property interest in the Administrative Offices, the Commission will grant the District, without additional charg, the right to use an auditorium, which the Commission intends construct in the Center, for the District's board meetings twice each month, and at other times on an as available as-needed basis. The Administrative Offices Lease shall be a term of ten years, and shall provide for rent equal to the sum of base rent in an amount equal to Twenty-Nine Thousand Eight Hundred Dollars ($29,800.00) per year, payable in arrears, plus in an amount equal to the monthly assessments would be calculated under paragraph 5.4 below (together the "Rent"). The Administrative Offices Lease shall provide for termination by the District prior to the termination of the (10) year term upon payment of the total annual rent remaini for the balance of the ten (10) year period. A memorandum o the Administrative Offices Lease, in the form of Exhibit D attached hereto, shall be executed and acknowledged by the Commission and recorded in the Official Records of San Diego County upon the effective date of the Administrative Offices Lease. 5.3 Concurrently with execution of the Administrative Offices Lease and deposit of the Grant Deed, the Commission shall cause the building in which the Administrative Offices will be situated to become an office condominium (the "Conversion" ) . 5.4 Following (a) the end of the ten (10) year term of Administrative Offices Lease, provided the Administrative Offices Lease has not been terminated prior to the end of SL ten (10) year term and the District is not then in default i the payment of the Rent or any other sums payable by the District pursuant to the terms thereof, and (b) the completi of the Conversion, the Commission shall convey to the Distri for no additional consideration, a fee interest in the condominium Administrative Offices together with an undivide interest in the Center common area equal to a fraction the numerator of which is the total square footage of the Administrative Offices as shown in the Condominium Document: approved by the Commission and the District and the denominz of which is the total square footage of the Center building shown in said Condominium Documents ("Undivided Interest"). The Condominium Documents shall require the formation of a committee comprised of a designee of the Commission and a designee of the District and the on-site manager to review t operation and maintenance of the Center. It is understood 2 3/21/88 3738r/2410/01 -6- 0 0 agreed that upon the conveyance of the Administrative Office: to the District, the District will be required to pay monthl; assessments to the Commission covering common area and build: exterior maintenance obligations, the District's percentage share of which shall be determined by utilizing the Undividel Interest calculation immediately above. The Administrative Offices and the Undivided Interest are hereinafter referred collectively as the "Administrative) Offices. I' 5.5 The Commission's obligation to convey the Administrative Offices to the District shall be satisfied by delivering to First American Title Insurance Company instructions to record the Grant Deed held by First American pursuant to Section 5.2 hereof. Title to the Administrative Offices shall be subject only to nondelinquent real property taxes and covenants, conditions, restrictions, easements, rights and rights of way of record approved by the Commissio and the District. The District shall bear all expenses in connection with such conveyance including, without limitatio documentary transfer taxes, escrow charges (if any), recordi charges and title policy premiums. Real property taxes and assessments, if any, shall be prorated as of the date of delivery of such grant deed to the District. 6. TEMPORARY RELOCATION OF DISTRICT USES 6.1 The District Site is currently occupied by four (4) uses, as follows: (a) Administrative offices (b) Relocatable classrooms (c) The storage of District vehicles (d) Warehousing of District supplies including foc supplies and gardening equipment 6.2 The District shall be responsible for locating replacement offices for the administrative offices reference above (the !'Replacement Offices") during the period of construction of the Center. 6.3 Vehicle storage for the District's approximately s. (60) vehicles and/or the warehousing of the District supplil referenced above shall, at the District's option, be providi for by the City at the Safety Center owned by the City and located at 2560 Orion Way, Carlsbad, California (the "Safet Center") on a month to month tenancy with the rental rate t agreed upon by the City and the District; provided the District's rental obligation shall be $833.33 per month if District elects to both store its approximately sixty (60) vehicles and/or warehouse the District supplies. 3/2 1/88 3738r/2410/01 -7- e e If the District elects to have such storage provided for by the City, the District and the City shall, concurrent1 with the execution of this Agreement, execute the Lease for t Safety Center space in the form of Exhibit E attached hereto and incorporated herein by this reference (the "Safety Center Lease"). The Safety Center Lease shall provide for the District to store its approximately sixty (60) vehicles and/c warehouse its District supplies and supplies related to the District's ancillary office uses in a 3600 square foot modul2 facility for a month-to-month basis commencing on advance. The District shall be responsible for all taxes, maintenance and insurance in connection with the leased premises, all as more specifically set forth in the Safety Center Lease. In the event the District does not vacate the Safety Center at the end of the Safety Center Lease term, thc Safety Center Lease shall be extended on a month-to-month ba at rent equal to the "Fair Market Rental Value", as defined below. Notwithstanding the foregoing, the Safety Center Lea shall terminate at the end of such ten year term unless the District delivers to the City, within one hundred eighty (18 days prior to the end of the ten (10) year Safety Center Lea term, written notice that it desires to continue the Safety Center Lease on a month-to-month basis at Fair Market Rental Value together with a one-time only sum payable as consideration for extension of the Safety Center Lease on a month-to-month basis in an amount equal to two percent (2%) the sum of rent paid by the District to the City under the Safety Center Lease during the ten (10) year term. , at the agreed upon rent, payable monthly in (a) For purposes of Section 6.3 hereof, "Fair Mark Rental Value" shall be determined, as follows: (i) At least 180 days prior to the date ten (1C years after commencement of the Safety Center Lease ("TE Anniversary Date"), the District and the City shall attc to reach agreement as to the Fair Market Rental Value. (ii) In the event that the District and the Cit; are unable to agree upon a Fair Market Rental Value wit] such period, then no later than the 150th day prior to Tenth Anniversary Date, the District and the City shall jointly attempt to agree on the appointment of a real estate appraiser who is a member of the American Institl of Real Estate Appraisers or any successor thereto (or the event the American Institute or Society of Real Est Appraisers or any successor shall not then be in existe a disinterested real estate appraiser having appropriat qualifications to appraise commercial real estate as se forth immediately below), with at least ten (10) years professional experience in Southern California in 3/21/88 3738r/2410/01 -8- 0 0 appraising land and improvements similar to the leased premises. All appraisers selected pursuant to the provisions hereof shall be impartial and unrelated, directly or indirectly, so far as employment of services is concerned, to any of the parties hereto, or their successors. The cost of the services performed by such appraiser shall be borne equally by the parties. The single appraiser jointly appointed by the parties shall determine the "Fair Market Rental Value" in the manner herein specified and shall render his or her appraisal within one hundred twenty (120) days after said appraiser has been selected. (iii) Failing the joint action within the time specified in (b) above, the District and the City shall each within an additional fifteen (15) days, separately 2 its own cost designate any appraiser meeting the qualifications stated in paragraph (ii) above. If two appraisers are appointed and they concur on the Fair Marl Rental Value, the Fair Market Rental Value determined by them shall be the Fair Market Rental Value. If the appraisers do not concur, and the difference between the respective higher and lower determinations of Fair Marke. Rental Value is an amount less than ten percent (10%) of the amount of the higher determination of the Fair Marke. Rental Value, the mean average of the two determinations shall be the Fair Market Rental Value. The two appraise shall render their respective appraisals within one hund twenty (120) days after they have been selected. (iv) If the difference between the two deter- minations exceeds the amount specified above, the two appraisers shall jointly select a third appraiser meetin the qualifications set forth in paragraph (ii) above, an if they are unable to agree on a third appraiser either the parties to the Lease, by giving fifteen (15) days notice to the other party, may apply to the presiding ju of the Superior Court of San Diego County to select a th appraiser who meets the qualifications set forth in paragraph (ii) above. The third appraiser, however selected, shall be a person who has not acted in any capacity for either party. Within fifteen (15) days fro the date of the selection of the third appraiser, all th appraisers shall meet and the first two appraisers shall present to the third appraiser all of their findings, da and conclusions as to the Fair Market Rental Value. The third appraiser shall review all such findings, data and conclusions, and shall determine which of the two appraisers' respective determinations is the more reasonable determination. The third appraiser shall not permitted to make any other independent determination of Fair Market Rental Value. The appraiser's determinatior 3/21/88 3738r/2410/01 -9- 0 found by the third appraiser to be the most reasonable determination shall be the Fair Market Rental Value. The third appraiser's conclusion shall be reached within one hundred twenty (120) days from the selection of the thin appraiser. The expenses related to the selection and services of the third appraiser shall be shared equally 1 the District and the City. (v) In the event that the final determination o Fair Market Rental Value occurs after the Tenth Annivers Date, the Fair Market Rental Value, as determined shall nonetheless commence concurrently with the first day of Lease term following the expiration of the initial ten ( year term. 6.4 The Commission shall pay the District the sum of Tw Hundred Thousand Dollars ($200,000.00) to cover the District costs of relocating all facilities set forth in this Section as well as rental for the Replacement Offices during the per of construction of the District Administrative Offices in th Center (collectively the "Relocation Amount"). The Commissi and the District hereby acknowledge and agree that the Relocation Amount is fair and reasonable compensation for su costs of relocation and rental and the Commission shall not have any obligation to pay the District an amount in excess the Relocation Amount for such costs of relocation and rent2 except if and to the extent that a delay in construction of Center exceeds one (1) year from the date the District vacat in which case the Commission shall reimburse the District, L receipt of evidence of costs incurred, for any rent payable the District until the District relocates to the Center. The payment of the Relocation Amount shall be in ti form of a check payable to the District, which check shall 1 delivered by the Commissioner to the District on or before 6.5 The Commission hereby acknowledges and agrees that shall be solely and completely responsible for (a) the rem07 of that certain fuel tank located on the District Site, including any grading or other work necessary to restore thl surface of the District Site following such removal, and (b ensuring that such removal of said fuel tank and the condit of the District Site following such removal comply with all applicable federal, state and local laws, regulations, for all costs associated with the disposal or treatment of Hazardous Materials, as hereafter defined. ordinances and rules. The District shall reimburse Commiss The District hereby further agrees to indemnify an hold the Commission harmless from and against, any losses, damages, liabilities, claims, actions, judgments, court cos 3/21/88 3738r/2410/01 -10- 0 0 and legal or other expenses (including attorneys' fees) whicl the Commission may incur as a direct or indirect consequence the use, generation, manufacture, disposal, threatened disposal, transportation or presence of "Hazardous Materials' (as hereinafter defined) in, on, under or about the District Site. For purposes of this Section, "Hazardous Materials" shall mean any oil, flammable explosives, asbestos, urea formaldehyde insulation, radioactive materials, hazardous wastes, toxic or contaminated substances or similar material including, without limitation, any substances which are hazardous substances" , "hazardous wastes", "hazardous materials" or "toxic substances" under the Comprehensive Environmental Response, Compensation and Liability Act of 19 as amended, 42 U.S.C. $9601, et seq., the Hazardous Material Conservation and Recovery Act, 42 U.S.C. 96901, et seq-, Sections 25117 and 25316 of the California Health& Safety Code, or any other applicable environmental law, ordinance o regulation. 7. RIGHTS OF FIRST REFUSAL TO PURCHASE 11 Transportation Act, 49 U.S.C. $1801, et seq., the Resource 7.1 If, at any time following the conveyance of the Administrative Offices by the Commission to the District, tk. District determines to offer to sell or receives an offer tc purchase the Administrative Offices on terms and conditions acceptable to the District, the District shall communicate such fact to the Commission and provide the Commission with written description of the price and terms of such intended offer to sell or received offer to purchase within fifteen ( calendar days of determination or receipt of such an offer I "Notice of Offer"). The Commission shall have forty-five (L calendar days following receipt of the Notice of Offer in wl to deliver written notice to the District of the Commission' exercise of the Right of First Refusal to purchase the Administrative Offices upon the same terms and conditions a: contained in such Notice of Offer. If Commission exercises this right, the District shall sell the Administrative Offic to the Commission on the same terms and conditions containec the Notice of Offer. If the Commission fails to exercise tl Right of First Refusal within said period, the District may thereafter sell the Administrative Offices upon the same terms. The provisions of this Section shall be operative e time the District determines to sell the Administrative Off to a third party. 7.2 If, at any time following the lease or conveyance the Administrative Offices by the Commission to the Distric the Commission determines to offer to sell, or receives an offer to purchase, the Commission's Interest on terms and conditions acceptable to the Commission, the Commission sha communicate such fact to the District and provide the Distr 3/21/88 3738r/2410/01 -11- a 0 with a written description of the price and terms of such intended offer to sell or received offer to purchase within fifteen (15) calendar days of determination or receipt of suc an offer (the "Notice of Offer"). The District shall have forty-five (45) calendar days following receipt of the Notice of Offer in which to deliver written notice to the CommissioE of the District's exercise of the Right of First Refusal to purchase the Commission's Interest upon the same terms and conditions as contained in such Notice of Offer. If the District exercises this right, the Commission shall sell the Commission's Interest to the District on the same terms and conditions contained in the Notice of Offer. If the District fails to exercise this Right of First Refusal within said period, the Commission may thereafter sell the Commission's Interest upon the same terms. The provisions of this Sectior shall be operative each time the Commission determines to sel the Commission's Interest to a third party. 8. GENERAL PROVISIONS 8.1 This Agreement, inasmuch as it binds the District to sell, exchange and/or grant real property under certain conditions/events, must be executed in accordance with applicable provisions of the Education Code as must each rea: State Agency. property transaction, subject to approval by the appropriate 8.2 If any party to this Agreement commences litigation against any other party for the purpose of determining and enforcing its rights hereunder, or for money damages for a breach hereof or for other equitable relief related hereto, . prevailing party shall be entitled to receive from the losin1 party, attorney's fees in the amount determined by the Court together with costs reasonably incurred in prosecuting and defending such action. 8.3 No broker's commission or finder's fee shall be payable as a result of this transaction. The District and t: Commission each agree to and hereby does indemnify and hold other harmless from and against any claim, demand and/or liability asserted or established against said other party b or in favor of any third party for a brokerage commission or finder's fee based on their agreement with such party. 8.4 Unless otherwise specifically provided, all notices demands or other communications given hereunder shall be in writing and shall be deemed to have been delivered upon actu personal delivery or as of three (3) business days after mailing by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 3/21/88 3738r/2410/01 -12- I e 0 If to The District: Attn: If to the Commission: ~~ Copies To: Attn: City Attorney Attn: If to the City: Attn: or to such address or to such other person as any party shall designate to the other for such purpose in the manner hereinabove set forth. 8.5 This agreement contains the entire agreement betweel the parties relating to the transactions contemplated hereby and all prior agreements, understandings, representations an( statements, oral or written, are merged herein. IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of the day and year first above written. CARLSBAD UNIFIED SCHOOL DISTR Dated By : President, Board of Trustee CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION Dated By : CHA I RMAN ATTEST : CITY OF CARLSBAD Dated By : 3/21/88 3738r/2410/01 -13- * EXH Y T A TO AGREEMENT LEGAL DESCRIPTION City of Carlsbad Senior Center E Administration Building of Proposed Parcel 'A ." -. ...- - Parcel A of ROS # filed in the office nf the C Recorder of the County of San Diego on , 1987, specifically described as follows: Beginning at the Northerly corner of Lot 17, Block 59 of Map of 1 bad Highlands in the Town of Carlsbad, County of San Diego, State of fornia, according to Map thereof No. 1661 filed in the office of the rec of said County on March 1, 191 5; thence proceeding South 34O33' East the Westerfy line of said Block 59, a distance of 129.7 feet; thence 55O27'35" West a distance of 169.2 feet; thence South 34O33' East 'a cfistar 100.9 feet; thence South 55°27'351r West a distance of 201.8 feet; thence 34O33' East a distance of 7 16.8 feet; thence South 55O27'35" West a distar 7.8 feet; thence South 34O33' East a distance ,.of 169.2 feet; thence 55O27'35" West a distance of 141.7 feet to the Westerly line of Lot 18 45, of said map 1661 ; Thence North 34O33' West along said Westerly I distance of 516.6 feet to the M'esterly corner of Lot 17, of Block 46 of Map 1661 ; thence North 55O27'35" East along the southerly Right-of-wa! of Pine Drive as shown on said Map 1661 a distance of 519.93 feet tl Point of Beginning. A = 3.31 AC t 16’ ‘6s 3.0 P,32 .ss fl I =2 I 62.695 3,SG,LZ.SSN @ri p- : i &?p 1 I r- - @QF E< i urn I -1 I U i W’ 1, :I s “1“ %$ g,a$! v) g Z! + zi * q 5 “ns 8 2i < 2: y! = 51 Cn 53 < 3- a “5 ;b (I) z D 1 3 m z a2 22 <a %z 2 =2 gu ”1k :$?d Lo= w 95 go 5 2 mu OK a2 n cn 0 -I cn [r 0 < I- w z E W a: W < u 0 f- a m I- - I X W - I 1 ! I ! ! - .- . -..- ._ _._ .."" - i 1. ! # h c, f. en 0 .m s :i si I E f d 1 I J I 1 I f i 5 % I 1 g 5 4 I f I : as I 1 I 5ii 21 ci a t 1 a ? t 0 c YHlBlT C TO ACRE! STANDARD INDUSTRIAL LEASE - MULTI-TENAI AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION Mi* 1. Parties. This Lease, dated, for reference purposes only, is made by and between Carlsbad HaUShg and -WlOmt MSS.iOIl (hereir and 1-d Unified school District (herein 2. Premises, Parklng and Common Areas. herein, real property situated in the County of - , State 01 California 2.1 Premises. Lessor hereby leasesto Lessee and Lessee leases from Lessor for the term, at the rental, and upon all of thecc commonly known as the - Mfiw 1, and described as herein referred to as the "Premises". as may be outlined on an Exhibit attached hereto. including rights to the Common Arc specified but not including any rights to the roof of the Premises or to any Building in the hwkmkml herein referred to as the "Building." The Premises, the Building, the Common Arfas, the la d upon which thesame are located. a Center. The Premises are a PO buildings and improvements thereon, are herein collectively referred to as the Ladudbenter." the Common Areas designated by Lessor for parking. Lessee shall not use more parking spaces than said number. Said parkir 2.2 Vehlcle Parklng. Lessee shall be entitled to vehicle parking spaces, unreserved and unassigned. or used only for parking by vehicles no larger than full size passenger automobiles or pick-up trucks, herein called "Permitted SizeV other than Permitted Size Vehicles are herein referred to as "Oversized Vehicles." customers, or invitees to be loaded, unloaded. or parked in areas other than those designated by Lessor for such activities. 2.2.1 Lessee shall not permit or allow any vehictes that belong toorare controlled by Lessee or Lessee's employees, st without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and 2.2.2 If Lessee permits or allows any of the prohibited activities described in paragraph 2.2 of this Lease, then Lessors Lessee, which cost shall be immediately payable upon demand by Lessor. 2.3 Common Areas -.Deflnllion. The term "Common Areas" is defined as all areas and facilities outside the Premisesand boundary line of the++&&+& Center that are provided and designated by the Lessor from time to time for the general non-exclu Lessee and of other lessees of theh&e+f" Center and their respectiveemployees. suppliers, shippers, customers and invitees. areas. loading and unloading areas, trash areas. roadways, sidewalks, walkways, parkways, driveways and landscaped areas. 2.4 Common Areas - Lessee's Rlghtr. Lessor hereby grants to Lessee. for the benefit of Lessee and its employees, si Areas as they exist from time to time, subject to any rights, powers. and privileges reserved by Lessor under the terms hereof or customers and invitees. during the term of this Lease. the non-exclusive right to use. in common with others entitled to such any rules and regulations or restrictions !jOverniflg the Use Of thew Center, Under no Circumstances shall the right herein COf"mlOtl Areas be deemed to include the right to store any property. temporarily or permanently, in the Common Areas. Any SUI permitted only by the prior written Consent Of Lessor or Lessor's designated agent. which consent may be revoked at any time. In unauthorized storage shall occur then Lessorshall have the right. without notice. in addition to such other rights and remedies I remove the property and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor. management of the Common Areas and shall have the right, from time to time, to establish. modify, amend and enforce rea 2.5 Common Areas - Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exc regulations with respect thereto. Lessee agrees to abide by and conform to all such rules and regulations. and to cause its em{ shippers. customers, and invitees to so abide and conform. Lessor shall not be responsible to Lessee for the non-compliance \ regulations by other lessees of the k€l+M+@ Center. 2.6 Common Areas - Changes. Lessor shall have the right, in Lessor's sole discretion, from time to time: entrances, parking spaces, parking areas, loading and unloading areas, ingress. egress, direction of traffic. landscaped areas an (a) To make changes to the Common Areas, including, without limitation,changesin the location, size, shapeand nur close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remair designate other land outside the boundaries of theJdt&+d improvements to the Common Areas; (e) To use the Common Areas while engaged in making additional improvements. repairs c Center to be a part of the Common Areas; (d) To add additic bw&e+wA Center, or any portion thereof; (1) To do and perform such other acts and make such other changes in. to or with respf Areas and kIu&.d Center as Lessor may, in the exercise of sound business judgment, deem to be appropriate. 2.6.1 Lessor shall at all times provide the parking facilities required by applicable law and in no event shall the numbel that Lessee is entitled to under paragraph 2.2 be reduced. 3. Term. 3.1 Term. The term of this Lease shall be for ten (10) vea-a commencing on and ending on unless sooner terminated pursuant to any provision hereof. 3.2 Delay In Possession. Notwithstanding said commencement date, if for any reason Lessor Cannot deliver pOSSeSSiOfl Lessee on said date, Lessor shall not be sublect to any liability therefor. nor shall such failure affect the validity of this Lease 01 Lessee hereunder or extend the term hereof, but in such case, Lessee shall not be obligated to pay rent or perform any other 01 under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is tendered tC ' however, that if Lessor shall not have delivered possession of the Premises within sixty (60) days from said commencement di Lessee's option, by notice in writing to Lessor within ten (10) days thereafter, cancel this Lease, in which event the parties shall t all obligations hereunder; provided further. however, that if such written notice of Lessee is not received by Lessor within said t Lessee's right Io cancel this Lease hereunder shall terminate and be of no further force or effect. this Lease, such occupancy shall not advance the termination date, and Lessee shall pay rent for such period at the initial mor 3.3 Early Possession. If Lessee occupies the Premises prior to said commencement date, such occupancy shall be subjecl below. 4. Rent. 4.1 Base Rent. Lessee shall pay to Lessor, as Base Rent for the Premises, without any offset or deduction, except as expressly provided in thls Leage. on the ------4ay4+&+mWbof the rm hereof,nw>R payments in ad+- Of $ i anniversary ot the ccmmcemlt &e ad% arrears d .* $ch is for less than one bshall be a pro rata portion of the Base Rent. Rent lawful money of the United States to Lessor at the address stated herein30 such other persons or at such other places as Less1 writing. YtW 4.2 Operating Expenses. Lessee shall pay to Lessor durrng the term hereof, in addition to the Base Rent. Lessee's st defined. of all Operating Expenses, as herelnafter defined, during each calendar year of the term of this Lease. in accordanct provcslons: " (a) "Lessee's Share" is defined, for purposes of this Lease. as (b) "Operating Expenses" is defined, for purposes Of this Lease. as all Costs incurred by Lessor, if any. for: (i) The operation. repair and maintanence. in neat. clean, good order and condition. of the following: percent. parkways, driveways. landscaped areas, striping, bumpers, irrigation systems, Common Area lighting facilities and fences ar (aa) The Common Areas, includrng parking areas. loading and unloading areas. trash areas. roadways. Si( (bb) Trash disposal services; (cc) Tenant directories; (dd) Fire detection systems including sprinkler system maintenance and repair; hili (ee) Security sqs: .. -e (ii) Any deductible p rtion Of an Insured IOSS concerning any of the items or matters descrlbed in this para (ff) Any other ce to be provided by Lessor that is elsewhere in this Lease stated to be an "Operatif (iii) The cost of the premiums for the liability and property insurance policies to be maintained by Lessor una6 (iv) The amount of the real property tax to be paid by Lessor under paragraph 10.1 hereof; (v) The cost of water, gas and electricity to service the Common Areas. (c) The inclusion of the improvements. facilities and services set forth in paragraph 4.2(b)(i) of the definition 01 shall not be deemed to impose an obligation upon Lessor to either have said improvements or facilities or to provide tho: &&c&tad Center already has the same, Lessor already provides the services, or Lessor has agreed elsewhere in this Lease t some of them. (d) Lessee's Shareof Operating Expensesshallbepayable by Lessee within ten (10) daysafter a reasonablydetaill expenses is presented to Lessee by Lessor. At Lessor's optlon, however. an amount may be estimated by Lessor from time 10 I of annual Operating Expensesand the same shall be payable monthly or quarterly, as Lessor shall designate. during each t~ the Lease term. on the Same day as the Base Rent is due hereunder. In the event that Lessee pays Lessor's estimate of Lessec Expenses as aforesaid. Lessor shall deliver to Lessee within sixty (60) days after the expiration of each calendar year i statement showing Lessee's Share of the actual Operating Expenses incurred during the preceding year. If Lessee's paragraph 4.2(d) during said preceding year exceed Lessee's Share as indicated on said statement, Lessee shall be entitled t sIJch overpayment agarnst Lessee's Share of Operating Expenses next falling due. If Lessee's payments under this p preceding year were less than Lessee's Share as indicated on said statement. Lessee shall pay to Lessor the amount of the def days after delivery by Lessor to Lessee of said statement. 5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof $ of Lessee'sobligations hereunder. If Lessee fails to pay rent or other charges due hereunder, or otherwise defaults with resp as security for Lessee': this Lease, Lessor may use, apply or retain all of any portion of said deposit for the payment of any rent or other charge in def: of any other sum to which Lessor may become obligated by reason of Lessee's default, or to compensate Lessor for any I Lessor may suffer thereby. If Lessor so uses or applies all or any portion of said deposit, Lessee shall wlthin fen (10) days therefor deposit cash with Lessor in an amount sufficient to restoresaid deposit to the full amount then required of Lessee. If security deposit so that the total amount of the security deposit held by Lessor shall at all times bear the same proportion to from time to time, increase during the term of this Lease, Lessee shall, at the tme of such increase. deposit with Lessor : Rent as the initial security deposit bears to the initial Base Rent set forth in paragraph 4. Lessor shall not be required to keel separate from its general accounts. If Lessee performs all of Lessee's obligations hereunder, said deposit, or so much thereof assignee, if any, of Lessee's interest hereunder) at theexpiration of the term hereof. and after Lessee has vacated the Premise! been applied by Lessor, shall be returned, without payment of interest or other increment for its use. to Lessee (or, at Less is created herein between Lessor and Lessee with respect to said Security Deposit. 6. Use. 6.1 Use. The Premises shall be used and occupied only for XVP of fu .. or any other use which is reasonably comparable and for no other purpose. 6.2 Compllanee with Law. (a) Lessor warrants to Lessee that the Premises, in the state existing on the date that the Lease term commences the use for which Lessee will occupy the Premises. does not violate any covenants or restrictions of record, or any app regulation or ordinance in effect on such Lease term commencement date. In theevent 11 is determmed that thls warranty ha shall be the obligation of the Lessor. after written notice from Lessee, to promptly, at Lessor's sole cost and expense, rectify the event Lessee does not give to Lessor written notice of the violation of this warranty within six months from the dat commences, thecorrectionofsameshall betheobligationoftheLesseeatLessee'sso1ecost.Thewarrantycontainedin this any such violation at Lessee's sole Cost. be of no force or effect if, prior to the date of this Lease, Lessee was an owner or occupant of the Premises and, in such even (b) Except as provided in paragraph 6.2(a) Lessee shall, at Lessee's expense, promptly comply with all applicablc or which may hereafter come into effect. whether or not they reflect a change in policy from that now existing, during the term rules. regulations. orders, covenants and restrictions of record, and requirementsof any fire insurance underwriters or rating hereof, relating in any manner to the Premises and the occupation and use by Lessee of the Premises and of the Common b occupants of the+w&et+& use nor permit the use of the Premisesor the Common Areas in any manner that will tend to create waste or a nuisance or sha ' Center. 6.3 Condltlon of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on the Lease commencement date (unle possession) and Lessor warrants to Lessee that the plumbing. lighting, air conditioning, heating, and loading doors in the Prc operating condition on the Lease commencement date. In the event that it is determined that this warranty has been viola1 obligation of Lessor, after receipt of written noticefrom Lesseesetting forth with specificity the natureof theviolation. to pro cost. rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease corn cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty conte 6.3(a) shall be ot no force or effect if prior to the date of this Lease, Lessee was an owner or occupant of the Premises. (b) Except as otherwise Provided in this Lease, Lessee hereby accepts the Premises in their condition exi Commencement date 01 the date that Less99 takas possession of the Premises. whichever is earlier. subject to all applica county and state laws. ordinances and regulations governing and regulating the use of the Premises, and any COVenantS or and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee ackr Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitabllity of the Premlses for tl business. 7. Maintenance, Repairs, Aitentlonr and Common Area Sonices. 7.1 Lessor's Obllgallons. Subject to the provisions of paragraphs 4.2 (Operating Expenses), 6 (Use), 7.2 (Lesset shippers, customers, or invitees. in which event Lessee shall repair the damage, Lessor, at Lessor's expense. subject to reiml (Damage or Destruction) and except fordamagecaused by any negligent or intentional act or omission of Lessee, Lessee's paragraph 4.2. shall keep in good condition and repair the foundations, exterior walls. structural condition of interior bearin thereof. as well as providing theservices forwhich there isan Operating Expense pursuant to paragraph4.2. Lessor shall not. Premises, as well as the parking lots, walkways, driveways, landscaping, fences, signs and utility installations of the Comn to paint the exterior or interior surface of exterior walls, nor shall Lessor be required to maintain, repair or replace windows, the Premises. Lessor shall have no obligation to make repairs under this paragraph 7.1 until a reasonable time after receipl Lessee of the need for such repairs. Lessee expressly waives the benefits of any statute now or hereafter in effect which Y Lessee the right to make repairs at Lessor's expense or to terminate this Lease because of Lessor's failure to keep the Pf Services when such failure is caused by accident, breakage, repairs, strikes. lockout, or other labor disturbances or disputes condition and repair. Lessor shall not be liable for damages or loss of any kind or nature by reason of Lessor's failure to furo * any other cause beyond the reasonable control of L8SSOr. 7.2 Lessee's Obllgatlonr expense, shall keep in good order, condition and repair the Premises and every part thereof (whether or not the damaged pol (a) Subject to the provisions of paragraphs 6 (Use), 7.1 (Lessor's Obligations), and 9 (Damage or Destructiof the means of repairing the same are reasonably or readily accessable to Lessee) including, without limiting the generali plumbing, heating, ventilating and air conditioning systems (Lessee shall procure and maintain, at Lessee's expense conditioning system maintenancecontract), electrlcal and lighting facilities and equipment withln the Premises, fixtures, in1 surfaces of exterior walls, ceilings, windows, doors, plate glass, and skylights located within the Premises. Lessor reserves t maintain the ventilating and air conditioning system maintenance contract and if Lessor so elects. Lessee shall reimburse Le the cost thereof. upon the Premises after ten (10) days' prior written notice to Lessee (except in the case of emergency, in wh' ' (b) If Lessee fails to perform Lessee'sobligations under this paragraph 7.2 or under any other paragraph of this L ,ch no notice sha such obligationson Lessee's behalf and put the Premises in good order, condition and repair, and the cost thereof together' the maximum rate then allowable by law shall be due and payable as additional rent to Lessor together with Lessee's next (c) On the last day of the term hereof, or on any sooner termination, Lessee shall surrender the Premises to Lessc as received. ordinary wear and tear excepted, clean and free of debris. Any damage or deterioration of the Premises shall n wear and tear if the same could have been prevented by good maintenance practlces. Lessee shall repair any damage to thl by the installation or removal of Lessee's trade fixtures, alterations, furnishings and equipment. Notwithstanding an otherwise stated in this Lease, Lessee shall leave the air lines. power panels. electrical distribution systems. lighting fixh conditioning, plumbing and fencing on the Premises in good operating condition. 7.3 Alterations and Addltlons. or about the Premises, or the lndustrial Center, except for nonstructural alterations to the Premises not exceedlng $23 (a) Lessee shall not, without Lessor's prior written consent make any alterations, improvements. additions. or UI during the term of this Lease. In any event, whether or not in excess of $2.500 in cumulative cost, Lessee shall make no cha I MULTl TENANT-MODIFIED NET @American Industrial Real Estate Association 1981 -2- 0 0 . exterior of the Premises nor the exterior of the Building nor thelndustrial Center without Lessor's prior written consent. As used il 7.3 the term "Utility Installation" shall mean carpeting, window coverings, air lines, power panels. electrical distribution systems. 1 space heaters, air conditioning, plumbing, and fencing. Lessor may require that Lessee remove any or all of said alterations additions or Utility Installations at theexplration of the term. and restore the Premisesand the Industrial Center to their prior condi I require Lessee to provide Lessor, at Lessee's sole cost and expense, a lien and completion bond in an amount equal to one and on estimated cost of such improvements, to insure Lessor against any liability for mechanic's and materialmen's liens and to insure C( work. Should Lessee make any alterations, improvements, additions or Utility Installations without the prior approval of Lessor, Le time during the term of this Lease, require that Lessee remove any or all of the same. (b) Any alterations, improvements, additions or Utility Installations in or about the Premises or the &&&& desire to make and which requires the consent of the Lessor shall be presented to Lessor in written form, with proposed detailed ' Centert shall give its consent, the consent shall be deemed conditioned upon Lessee acquiring a permit to do so from appropriate governn the furnishing of a copy thereof to Lessor prior to the commencement of the work and the compliance by Lessee of all conditions 0 prompt and expeditious manner. in the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against the Premises, or th- (c) Lessee shall pay. when due. all claims for labor or materialsfurnished or alleged to have been furnished to or for Les interest therein. Lessee shall give Lessor not less than ten (10) days' notice prior to the commencement of any work in the Premi shall have the right to post notices of non-responsibility in or on the Premises or the Building as provided by law. If Lessee shal contest the validity of any such lien, claim or demand. then Lessee shall. at its sole expense defend itself and Lessor against thesan and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof against the Lessor or the Induskid Center. upon the condttion that if Lessor shall require, Lessee shall furnish to Lessor a surety bond satisfactory to Less equal to such contested lien claim or demand indemnifying Lessor against liability forthe same and holding the Premises and the Ir free from the effect of such lien 01 claim. In addition, Lessor may require Lessee lo pay Lessar's attorneys tees and costs in PartiL action if Lessor shall decide it is to Lessor's best interest to do so. (d) All alterations. improvements, additionsand Utility Installations (whether or notsuch Utility lnstallationsconstitutel Lessee), which may be made on the Premises, shall be the property of Lessor and shall remain upon and be surrendered with the expiration of the Lease term, unless Lessor requires their removal pursuant to paragraph 7.3(a). Notwithstanding the provisions of 7.3(d). Lessee's machineryand equipment.other than that which is affixed to the Premisesso that it cannot be removed without mat the Premises, and other than Utility Installations. shall remain the property of Lessee and may be removed by Lessee subject to It paragraph 7.2. 7.4 Utllfty Additions. Lessor reserves the right to install new or additional utility facilities throughout the Building and the Cor the benefit of Lessor or Lessee, or any other lessee of the Industrial Center, including, but not by way of limitation, such utilitie electrical systems, security systems. communication systems, and fire protection and detection systems, so long as such insta unreasonably interfere with Lessee's use of the Premises. 8. Insurance: indemnity. Combined Single Limit Bodily Injury and Property Damage insurance insuring Lessee and Lessor agains? any liabtlity arising 8.1 Llabliity Insurance - Lessee. Lessee shall, at Lessee's expense. obtain and keep in force during the term of this Le, occurrence. The policy shall insure performance by Lessee of the indemnity provisionsof this paragraph 8. The limits of said insul occupancy or maintenance of the Premises and the&&sWa4 Center. Such insurance shall be in an amount not less than $ however, limit the liability of Lessee hereunder. 8.2 Liability Insurance- Lessor. Lessor shall obtain and keep in forceduring the term of this Lease a policy of Combined Sing Injury and Property Damage Insurance. insuring Lessor. but not Lessee. against any liability arising out of the ownership. use, maintenance of thW Center in an amount not less than $500,000.00 per occurrence. damage to the Ll+dt)4kcB( 8.3 Property Insurance. Lessor shall obtain and keep in force during the term of this Leasea policy or policies of insurance CI to exceed the full replacement value thereof, as the same may exist from time to time, providing protection against all perils inclu Center improvements. but not Lessee's personal property. fixtures, equipment ortenant improvements, in classification Of fire, extended Coverage, vandalism, malicious mischief, flood (in the event same is required by a lender havin! Premises) special extended perils ("a!l rsk". as such term is used in the insurance industry), plate glass insurance and Such othel Lessor deems advisable. In addition, Lessor shall obtain and keep in force, during the term of this Lease, apolicy of rental valueinsur a period of one year, wlth loss payable to Lessor, which insurance shall also cover all Operating Expenses for said period. In the Premises shall suffer an insured loss as defined in paragraph 9.1 (9) hereof. the deductible amounts under the casualty insurance palic the Premises shall be paid by Lessee. 8.4 Payment of Premium Increase. property insurance premium forth- (a) After the term of this Lease has commenced, Lessee shall not be responsible for paying Lessee's Share of any it other lessee of the Industrial Center, or by the nature of such other lessee's occupancy which create an extraordinary or unusual enter specified by Lessor's insurance carrier as being caused by the use. acts or OK immediately prlor to the commencement of the term of this Lease if the increase is specified by Lessor's insurance carrier as being I (b) Lessee, however, shall pay the entirety of any increase in the property insurance premium for the Industrial Center ov nature of Lessee's occupancy or any act or omission of Lessee. 8.5 insurance Policies. Insurance required hereunder shall be in companies holding a "General Policyholders Rating" of at IF such other rating as may be required by a lender having a lien on the Premises. as set forth in the most current issue of "Best's lnsul Lessee shall not do or permit to be done anything which shall invalidate the Insurance policies carried by Lessor. Lessee shall del copies of liability insurance policies required under paragraph 8.1 or certificates evidencmg the existence and amounts of such ins seven (7) days after the commencement date of this Lease. No such pol~cy shall be cancellable or subject to reduction of cove modification except after thirty (30) days prior written notice to Lessor. Lessee shall, at least thirty (30) days prior to the expiration of L furnish Lessor with renewals or "binders" thereof. other for loss or damage arising out of or incldent to the perils insured agarnst which perils occur in. on or about the Premrses, whett 8.6 Walver of Subrogation. Lessee and Lessor each hereby release and relieve the other, and waive tlielr entire right of recovet negligence of Lessor or Lessee or their agents, employees, contractors and/or invitees. Lessee and Lessor shall, upon obtaining tt insurance required give notice to the insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained bn t 8.7 IndemnW Lessee shall indemnify and hold harmless Lessor from and against any and all Claims arising.frorn Lessee hdU&d Center. Or from the conduct of Lessee's business or from any activity, work or thingsdone. permitted or suffered byl-essee 11 Premtsesor elsewhere and shall further indemnify and hold harmless Lessor from and against any and all claimsarising from any bre;. any of Lessee's agents, contractors. or employees, and from and against all costs, attorney'sfees. expenses and liabilitfes incurred in tt in the performance of any obligation on Lessee's part to be performed under the terms of this Lease, or arising from any actor omission * claim. Lessee upon notice from Lessor shall defend the same at Lessee's expense by counsel reasonably satisfacrory to Lessor and any such claim or any action or proceeding brought thereon; and in case any action or proceeding be brought against Lessor by reasol cooperate wrth Lessee in such defense. Lessee, as a material part of the consideration to Lessor, hereby assumes all risk of damage t' Lessee or injury to persons. in, upon or about the kt&s+& Center arising from any cause and Lessee hereby waivesall claims in re! against Lessor. 8.8 Exemption of Lessor from Liability. Lessee hereby agrees that Lessor shall not be liable for injury to Lessee's business c other person in or about the Premises or the 1- income therefrom or for damage to the goods, wares. merchandise or other property of Lessee. Lessee'semployees. invilees. custo agents or contractors, whether such damage or inlury IS caused by or results from fire, steam. electricity. gas. water or rain, or from tt Center. nor shall Lessor be liable for injury to the person of Lessee. Lessee's leakage, obstruction or other defects of pipes, sprmklers. wires, appliances. plumbing.air conditioning or hghting fixtures, or from any whether said damage or Injury results from conditions arising upon the Premises or upon other portions of the b&e+wd sources or places and regardless of whether the cause of such damage or injury or the means of repairing the same IS inaccessible to Le Senter. o shall not be llable for any damages aristng from any act or neglect of any other lessee, occupant or user of the&&&+d of Lessor to enforce the provislons of any other lease of the hdwtwd Center. Center, nor fro 9. Damage or Destruction. SEE PARAGRAPH 47 B-7 percent of the then (b) "PremrsesTotal or more of the then replaceme mat rhe cost to repalr is less than fifty percent of the then extent that the cost to repalr is fifty percent or more of the then replacement cost of the Buildi emises are damaged or destroyed to the extent that the cost of repair is (e) "Premises Building Partsal Damage" shall rn Premises are a part IS damaged or destroyed I id) "Premises Butlding Total Destruction" shall mean if the Butlding of w art is damaged or destr (e) "Industrial Center Buildings" shall mean all of the buildings on the Industrial Center site. MULTI TENANT-MOOIFIED NET e Amerlcan Industrial Real Estate Association 1981 -3- Initials: - - ovisionsof paragraphs94 and 9.5, if at any time during the term of this Lease tl ficationof either Premises Partial Oamageor Premises Building Partial Oama e Premises. but not Lessee's fixtures, equipment or tenant improvements, force and effect. Insured Loss, and whlch falls Into the classifications lndustrlal Center Buildings Total Destruction, then L (a) Subject to the provisions of paragraphs rn of this Lease there IS damag 9.4 Damage Near End of Term. of this Lease there is substan s election to do so within 3( ayat Lessor's option cancel 2 (b) Notwithstanding paragra said optcon may be exercised has not ye the occurrence of an Insured Loss fallin LPSSee duly exercises such option dur fixtures, equtprnent or tenant improvem restores the Premises pursuant to the provisions of thi restoration continues shall be abated in proportion to any. Lessee shall have no claim agafnst Lessor for any allon -Advance Payments. ation of this Lease pursuant to this paragraph9. an equitableac e by Lessee to Lessor. Lessor shall, in addition, return to Less 10. Real Property Taxer. reimbursement by Lessee of Lessee's Share of such taxes in accordance with the provisions of paragraph 4.2. except a 10.1 Payment of Taxes. Lessor shall pay the real pioperty tax, as defined in paragraph 10.3, applicable to the&& paragraph 10.2. 10.2 Additional ImprOVWllWtt8. Lessee shall not be responsible for paying Lessee's Share of any increase i? real pro[ tax assessor's records and,work sheets as being caused by additional improvements placed upon Ihe-hdwWM Lessor for the exclusive en1oyment of such other lessees. Lessee shall, however, pay to Lessor at the time that Operatm Cente under paragraph 4.2(c) the entirety of any increase in real property tax if assessed solely by reason of additional improvc Premises by Lessee or at Lessee's request. 10.3 Deflnlllon of "Real Property Tsx." As used herein, the term "real property tax" shall include any form of real e! general, special, ordinary or extraordinary, and any license fee. commercial rental tax, improvement bond or bonds, inheritance, personal Income orestate taxes) imposed on the- Center or any portion thereof by any authority hav power to tax. including any clty, county, state or federal government, or any school, agricultural. sanitary, fire. st Improvement distrlct thereof, as agalnst any legal or equltable interest of Lessor in the&&&+al Lessor's right to rent or other income therefrom, and as against Lessor's business of leasing the- ' Center or in any pol also include any tax, fee, levy. assessment or charge (i) in substitution of, partially or totally, any tax, fee, levy, assessmen Center. The term included within the definition of "real property tax," or fii) the nature of which was hereinbefore included within thedefinitil or (iii) which is imposed for a service or right not charged prior to June 1.1978. or. if previously charged, has been increasl (iv) which is imposed as a result of a transfer, either partial or total, of Lessor's interest in the&a&&w& hereinbefore included within the definition of real property tax by reason of such transfer, or (v) which is imposed by reaso' Center or which is modifications or changes hereto, or any transfers hereof. 10.4 Joint Assessmenl. If the Ladus&& proportion of the real property taxes for all of the land and improvements included within the tax parcel assessed, such prof Center is not separately assessed, Lessee's Share of the real property tax liabi I by Lessor from the respective valuations assigned in the assessor's work sheets or such other information as may bereasol reasonable determination thereof, in good faith, shall be conclusive. 10.5 Personal Property Taxes. personal property of Lesseecontained in the Premises or elsewhere. When possible, Lessee shall cause said trade fixture's, (a) Lessee shall pay prior to delinquencyall taxesassessed against and levied upon tradefixtures, turnishings. and all other personal property to be assessed and billed separately from the real property of Lessor. (b) If any of Lessee's said personal property shall be assessed with Lessor's real property, Lessee shall I attributable to Lessee within ten (10) days after receipt of a written statement setting forth the taxes applicable to Lesse 11. Utilities. Lessee shall pay for all water, gas. heat. light, power, telephone and other utilities and services supplied t( wtth any taxes thereon. If any such services are not separately metered to the Premises, Lessee shall pay at Lessor'soplion. a reasonable proportion to be determined by Lessor af ail charges jointly metered with other premises in the Building. 12. Assignment and Sublattlng. MULTI TENANT-MODIFIED NET Q American Industrial Real Estate Association 1981 -4- 0 0 - successor of Lessee, and without obtaining itsortheir consent thereto and or hereafter made by Lessee, a however, that until a default sh from or claim from Lessee to the contrary. Lessor for any such rent! sublessee to Lessor. (b) No sublease entered into by Lessee s sublease. Lessee shall use only such form of sub1 changed or modified without Lessor's prior writte deemed, for the benefit of Lessor, to have assumed Lessee other than such obligations as are contrar consented in writing. (c) If Lessee's obligations under this Lease h not be effective unless said guarantors give their writte (d) The consent by Lessor to any subletting s rent and perform and comply with all of the obligations th each and every obligation herein to b ontained in a sublease to which Lesso rd parties, then a sublease, and Lessor's conse and the terms thereof. bligations or alter the primary liability of LC shall not relieve such persons from liability. ated by Lessor at the time. 13. Default: Remedies. 13.1 Default. The occurrence of any one or more of the following events shall constitute a material default of this Lease by I (a) The vacating or abandonment of the Premises by Lessee. (b) The failure by Lessee to make any payment of rent or any other payment required to be made by Lessee hereunder, as where such failure shall continue for a period of three (3) days after written notice thereof from Lessor to Lessee. In the event tha Lessee with a Notice to Pay Rent or Ouit pursuant to applicable unlawful Detainer statutes such Notice to Pay Rent or Quit shall alsc notice required by this subparagraph. (c) Except as otherwise provided in this Lease, the failure by Lessee to observe or perform any of the covenants, condition thirty (30) days after written notice thereof from Lessor to Lessee: provided. however, that if the nature of Lessee's noncompliance is : than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced su said thirty (30) day period and thereafter diligently prosecutes such cure to completion. To the extent permitted by law, such thirty ( shall constitute the sole and exclusive notice required to be given to Lessee under applicable Unlawful Detainer statutes. (d) (i) The making by Lessee of any general arrangement or general assignment for the benefit of creditors; (ii) Less "debtor" as defined in 1 I U.S.C. 5101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the sarr wtthin sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located i . or of Lessee's interest in this Lease, where possession is not restored to Lessee within thirty (30) days; or (iv) the attachment. exec judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where such discharged within thirty (30) days. In the event that any provision of this paragraph 13.1 (d) is contrary to any applicable law. such prc of no force or effect. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee. any assignee of Lessee. any subtenant successor in interest of Lessee or any guarantor of Lessee's obligation hereunder, was materially false. 13.2 Remedles. In the event of any such material default by Lessee. Lessor may at any time thereafter, with or without notice c without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such default: (a) Terminate Lessee's light to possession of the Premises by any lawful means, in which case this Lease and the terl terminate and Lessee shall immediately surrender possesslon of the Premises to Lessor. In such event Lessor shall be entitled IC expenses of reletting. including necessary renovation and alteration of the Premises, reasonable attorney's fees, and any real estat Lessee all damages incurred by Lessor by reason of Lessee's default including, but not limited to, the cost of recovering possession Of actually paid; the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the term after the time of such award exceeds the amount of such rental loss for the same period that Lessee proves could be reasonabl! portion of the leasing commission paid by Lessor pursuant to paragraph 15 applicable to the unexpired term of this Lease. (b) Maintain Lessee's right to possession in which case this Lease shall continue in effect whether or not Lessee shalt hi abandoned the Premises. In such event Lessor shall be entitled to enforce all of Lessor's rights and remedies under this Lease, includ (c) Pursue any other remedy now or hereafter available to Lessor under the laws or judicial decisions of the state whereir are located. Unpaid installments of rent and other unpaid monetary obligations of Lessee under the terms of this Lease shall bear int date due at the maximum rate then allowable by law. 13.3 Defaullby Lessor. Lessor shall not be in default unless Lessor fails to perform obligations required of Lessor within a reasor in no event later than thirty (30) days after written notice by Lessee to Lessor and to the holder of any first mortgage or deed of trus obligation; provided. however, that if the nature of Lessor's obligation is such that more than thirty (30) days are required for perf1 Premlses whose name and address shall have theretofore been furnished to Lessee in writing, specifying wherein Lessor has failed to Lessor shall not be in default if Lessor commences performance within such thirty (30) day period and thereafter diligently prosecut1 completion. ofthis Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue recover the rent as it becomes due hereunder. MULTI TENANT-MODIFIED NET Inltlalr: @American Industrial Real Estate Associatton 1981 -5- v 13.4 Late Charges. Lessee hereb nowledges that late payment by Lessee to Lessor0 Base Rent, Lessee's Share of Oper to ascertain. Such costs include, but are not limited to. processing and accounting charges, and latechargeswhich may be impos the terms of any mortgage or trust deed covering the Property. Accordingly, if any installment of Base Rent. Operating Expenses. c due from Lessee shall not be received by Lessor or Lessor's designee within ten (10) days after such amount shall be due, th requirement for notice to Lessee, Lessee shall pay to Lessor a latecharge equal to 6% of such overdue amount. The parties hereby late charge represents a fair and reasonable estimate of the Costs Lessor will incur by reason of late payment by Lessee. Accepta charge by Lessor shall in no event constitute a waiver of Lessee's default with respect to such overdue amoun\, nor preven\[essor afly Of theother fights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not colleci consecutive installments of any of the aforesaid monetary obligations of Lessee, then Base Rent shall automatically become d quarterly in advance, rather than monthly, notwithstanding paragraph 4.1 or any other provision of this Lease to the contrary. or other sums due hereunder will cause Irl)i essor to incur costs not contemplated by this Lease. ? the exact amount of which will be ex' to the Premises fee in accordan to between the pat Lessor shall pay s 16. Estoppel Certlflcate. (a) Each party (as "responding party") shall at any time upon not less than ten (10) days' prior written notice from theother part party") execute, acknowledge and deliver to the requesting party a statement in writing (i) certifying that this Lease is unmodified a and effect (or, if modified, stating the nature of such modi!ication and certifying that this Lease, as so modified, is in full force and I date to which the rent and other charges are paid in advance. if any, and (ii) acknowledging that there are not, to the responding party any uncured defaults on the part of the requesting party, or specifying such defaults if any are claimed. Any such statement may bt relied upon by any prospective purchaser or encumbrancer ot the Premises or of the business of the requesting party. who is to respond. without any further notice to such party. or it shall be conclusive upon such party that (1) this Lease is in lull for (b) At the requesting party'soption. the failure to deliver such statement within such timeshall bea material default of this Lea: WilhOUf modification except as may be represented by the requesting party. (ii) there are no uncured defaults in the requ performance. and (iii) if Lessor is the requesting party, not more than one month's rent has been paid in advance. (c) If Lessor desires to finance. refinance. or sell the Property. orany part thereof, Lessee hereby agrees todeliver to anylende designated by Lessor such financial StatWnentS of Lessee es may be reasonably required by such lender or purchaser. Such sti purchaser in confidence and shall be used only for the purposes herein set forth. include the past three (3) years' financial statements of Lessee. All such financial statements shall be received by Lessor and s 17. Lessor's Liability. The term "Lesso<' as used herein shall mean only the owner or owners, at the time in question, of the fee titlc interest in a ground lease of thewcenter. and except as expressly provided in paragraph 15. in the event of any transfer o Interest. Lessor herein named (and in caseof any subsequent transfers then thegrantor) shall be relieved from and after the date of su all liability as respects Lessor's obligationsthereafter to be performed, provided that any funds in the hands of Lessor or the then gran of such transfer, in which Lessee has an interest, shall be delivered to the grantee. The obligations contained in this Lease to be I Lessor shall, subject as aforesaid, be binding on Lessor's successors and assigns, only during their respective periods of ownersh 18. Severablllty. The Invalidity of any provision of this Lease as determined by acourt of competent jurisdiction, shall in no way affe of any other provision hereof. 19. Interest on Past-due Obllgatlonr. Except as expressly herein provided, any amount due to Lessor not paid when dueshall bear I provided, however, that interest shall not be payable on late charges incurred by Lessee nor on any amounts upon which late charge maximum rate then allowable by law from the date due. Payment of such interest shall not excuse or cure any default by Lessee undl Lessee. 20. Time of Essence. Time is of the essence with respect to the obligations to be performed under this Lease. 21. Addltlonal Rent. All monelary obligations of Lessee to Lessor under the terms of this Lease, including but not limited to Less Operating Expenses and insurance and tax expenses payable shall be deemed to be rent. 22. Incorporation of Prior Agreements; Amendments. This Lease contains all agreements of the parties with respect 10 any matt1 herein. NO prior or contemporaneous agreement or understandins pertaining to any such matter shall be effective. This lease may b writtng only. signed by the parties in interest at the time of the modification. Except as otherwise stated in this Lease. Lessee hereby ac that neither the real estate broker listed in paragraph 15 hereof nor any cooperating broker on this transaction nor the Lessor or any agents of any of said persons has made any oral or written warranties or representations to Lessee relative to the condition or use by I Premises or the Property and Lessee acknowledges that Lessee assumes all responsibility regarding the Occupational Safety Health I except as otherwise specifically stated in this Lease. use and adaptability of the Premises and the compliance thereof with all applicable laws and regulations in effect during the term 23. Notices. Any notice required or permitted to be given hereundershall be in writing and may be given by personal delivery or by c and if glven personally or by mail, shall be deemed sufficiently given if addressed to Lesseeor to Lessor at theaddress noted below the the respective parties, as the case may be. Either party may by notice to the other specify a different address for notice purposes exct permltted to be given to Lessor hereunder shall be concurrently transmitted to such party or parties at such addresses as Lessor may Lessee's taking possession of the Premises, the Prenisesshall constitute Lessee's address for notice purposes. A copy of all notice trme hereafter designate by notice to Lessee. 24. Waivers. No waiver by Lessor or any provision hereof shall be deemed a waiver of any other provision hereof or of any subseque Lessee of the same or any other provisioin. Lessor'sconsent to, or approval of. any act shall not be deemed to render unnecessary the Lessor's consent to or approval of any subsequent act by Lessee. The acceptance of rent hereunder by Lessor shall not be a waiver Of ar of such preceding breach at the time of acceptance of such rent. breach by Lessee of any provision hererof, other than the failure of Lessee to pay the particular rent so accepted, regardless Of Lessor' 25. Recording. Either Lessor or Lessee shall, upon request of the other. execute, acknowledge and deliver to the other a ' memorandum of this Lease for recording purposes. 26. Holdlng Over. If Lessee, with Lessor's consent. remains in possession of the Premises or any part thereof after the expiration hereof. such occupancy shall be a tenancy from month to month upon all theprovisionsof this Lease pertaming to the obligations of Le 1 frm mnth to mnth. MULTl TENANT-MODIFIED NET Initials: - @ American Industrial Real Estate Association 1981 -6- - * 0 .A 27. Cumulative Rernedles. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible. be cumul remedies at law or in equity. . 28. Covenants and Conditions. Each provision of this Lease performable by Lessee shall be deemed both a covenant and a 29. Binding Effect; Choice of Law. Subject to any provisions hereof restricting assignment or sublettin by Lessee and subject! the State where theltwkkd Paragraph 17, this Lease shall bind the parties, their personal representatives. SUCCe950r98nds9signa.8hisLeaseshell begove which the&w%&Wd Center is located. ' Center is located and any litigation concerning this Lease between the parties hereto shall be initial 30. Subordlnallon. (a) This Lease, and any Option granted hereby, at Lessor's option. shall besubordinate to any ground lease, mortgage, d all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination. Les! other hypothecation or security now or hereafter placed upon the Industrial Center and toany and all advances made on theseci possession of the Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observc the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee. trustee or ground ' have this Lease and any Opttons granted hereby prior to the lien of its mortgage. deed of trust or ground lease, and shall give wri to Lessee, this Lease and such Options shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lea are dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. (b) Lessee agrees to execute any documents required to effectuate an attornment, a subordination or to make this LS granted herein prior to the lien of any mortgage. deed of trust or ground lease, as the case may be. Lessee's failure to exeCu1 option, Lessor shall execute such documents on behalf of Lessee as Lessee's attorney-in-fact. Lessee does hereby ma within ten (10) days after written demand shall constitute a material default by Lessee hereunder without further notice to Le: irrevocably appoint Lessor as Lessee's attorney-in-fact and in Lessee's name, place and stead, to execute such documents in ac paragraph 30( b). 31. Attorney's Fees. If either party or the broker(s) named herein bring an action to enforce the terms hereof or declare rig prevailing party in any such action, on trial or appeal, shall be entitled to his reasonableattorney's feesto be paid by the losing F court. The provisions of this paragraph shall inure to the benefit of the broker named herein who seeks to enforce a right he! 32. Lessor's Access. Lessor and Lessor's agents shall have the right to enter the Premises at reasonable times for the purpoe same, showing the same to prospective purchasers. lenders, or lessees, and making such alterations, repairs, improvements Premises or to the building of which they are part as Lessor may deem necessary or desirable, Lessor may at any time Dla Premises or the Building any ordinary "For Sa1e"signs and Lessor may at any time during the last 120days of the term hereof pl Premises any ordinary"F0r Lease"signs. All activities Of Lessor pursuant to this paragraph shall be without abatement of rent. nc any liability to Lessee for the same. 33. Auctions. Lessee shall not conduct, nor permit to be conducted, either voluntarily or involuntarily, any auction upon t Common Areas without first having obtained Lessor's prior written consent. Notwithstanding anything to the contrary in this not be obligated to exercise any standard of reasonableness in determining whether to grant such consent. 34. Signs. Lessee shall not place any sign upon the Premises .or thehdustrd .circumstances shall Lessee place a sign on any roof of th&adu#u& ' Center without Lessor's prior written t Center. 35. Merger. The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, ora termination by Lesr merger, and shall. at the option of Lessor. terminate all or any existing subtenancies or may. at the option of Lessor. operate 2 Lessor of any or all of such subtenancies. 36. Consents. Except for paragraph 33 hereof. wherever in this Lease theconsent of one party is required to an act of the other shall not be unreasonably withheld or delayed. 37. Guarantor. In the event that there is a guarantor of this Lease, said guarantor shall have the same obligations as Lessee 38. Oulet Possession. Upon Lessee paying the rent for the Premises and observing and performing all of the covenants, condit on Lessee's part to be observed and performed hereunder, Lessee shall havequiet possession of the Premises for the entire ter all of the provisions of this Lease. The individuals executing this Lease on behalf of Lessor represent and warrant to Lessel authorized and legally capable of executing this Lease on behalf of Lessor and that such execution is binding upon all parties hc interest in the Property. 39.3 Multiple Options. In the event that Lessee has or renew this Lease a later option C 39.4 Effect of Default on Options. unless the prior option to extend or renew this Lease has Lessor is due from ' tlme after an event Lessee), nor (iv) in SSee under the PrOViSiOflS Of an Option shall terminate and be of no further force or effe the Option. if. after such exercise and during the term of this Lease. (i) Lessee fails to pay to Les 40. Security Measures. Lessee hereby acknowledges that Lessor shall hzve no obligzticn whstsoever to provide gUa:u'Serv measures for the benefit of the Premises or the Industrial Center. Lessee assumes all responsibility for the protection Of Le! invltees and the property of Lessee and of Lessee's agents and invitees from acts of third parties. Nothing herein contained sh; Lessor's sole option, from providing security protection for the Industrial Center or any part thereof, in which event the C included wtthin the definttion of Operating Expenses. as set forth in paragraph 4.2(b). 41, Easements. Lessor reserves to itself the right. from time to time, to grant such easements, rights and dedications that Less or desirable, and to cause the recordation of Parcel Maps and restrictions, so long as such easements, rights. dedicatlons. Map not unreasonably interfere with the use of the Premises by Lessee. Lessee shall sign any of the aforementioned documents UP' and fallure to do so shall constltute a material default of this Lease by Lessee without the need for further notice to Lessee. 42. Periormance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one party tc provisions hereof, the party against whom the obligation to pay the money is asserted shall have the right to make payment such payment shall not be regarded as a voluntary payment, and there shall survive the right on the part of said party to institut entitled to recover such sum or so much thereof as it was not legally required to pay under the provisions of this Lease. such sum. If It shall be adjudged that there was no legal obligation on the part of said party to pay such sum or any part there0 MULTI TENANT-MODIFIED NET CrAmnrio.an Inr(ntrtr;ml D,,I r-d..~- A ____ ....__ .enr .v Inil * r) V 43. Authority. If Lessee is a corporation. trust. or general or limited partnership. each individual executing this Lease on behalf c represents and warrants that he or she is duly authorized to execute and deliver this Leaseon behalf Of said entity. If Lessee is a corpor; partnership, Lessee shall, within thirty (30) days after execution of this Lease, deliver to Lessor evidence Of such authority Satisfact< 44. Conflict. Any conflict between the printed provisions of this Lease and the typewritten Or handwritten provisions. if any, shall be 1 the typewritten or handwritten provisions. 45. Offer. Preparation of this Lease by Lessor or Lessor's agent and submission of same to Lessee shall not be deemed an offer I 46. Addendum. Attached hereto is an addendum or addenda containing paragraphs N/A through constitute a part of this Lease. 47. DAMAGE AND LESTRUCTION. Lease shall become binding upon Lessor and Lessee only when fully executed by Lessor and Lessee. For purposes of this paragraph, "Insured Loss" shall mean damage or destruct] was covered by an event required to be covered by the insurocnce described in para) The fact that an Insured Loss has a deductlble amount shall not make the loss an u loss. (1) Insured Loss: If at any time during the term of this Lease there is dau destrLction cf the Premises which is an Insured Loss, then Lessor shall, at Lessor repair such damage to the Premises, but not LeEsee's fixtures, equipment or tenant as soon as reasonably Fossible and this Lease shall continue in full force and eff (2) Uninsured Loss: If at any time during the term of this Lease ttere is d or destruction of the Premises which is not an Insured Loss, Lessee shall make the at Lessee's expense and this Lease shall continue in full force and effect. (3) Waiver: Lessor 2nd Lessee waive the provisions of any statute. which re termination of leases vheE leased property is destroyed and agree that such event governed by the terms af this Lease. Under no circumstances shall Lessee be entit abatement of rent as a result of damage or destruction of the Premises. LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION C HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. TH HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY RE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. THIS LEASE HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS THE TRANSACTION RELATING THERETO: THE PARTIES SHALL RELY SOLELY UPON THE TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE 04 ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE. LESSOR LESSEE Carlsbad Housing and Redevelopment Commission Carlsbad Unified School District BY BY BY BY Executed on (Cor$morate Sanl) Executed on ADDRESS FOR NOTICES AND RENT AODRESS For these forms write the American Industrial Real Estate Association. 350 South Figueroa St., Suite 275, LOS Angeles, CA 90071 FOI a EXH BIT D TO AGREEMEI 4 RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: 1 STRADLING, YOCCA, CARLSON & RAUTH ) 660 Newport Center Drive 1 Suite 1600 ) Newport Beach, California 92660 ) Attn: Joel H. Guth 1 1 1 [Space above line for recorder's UE MEMORANDUM OF LEASE This Memorandum of Lease is made as of the day of - 19 - by and between the CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION (t'Lessor18) and the CARLSBAD UNIFIED SCHOOL DISTRICT, a public agency ("Lessee"). By this Memorandum of Lease, for good and adequate considera pursuant to all the terms and conditions set forth in that certain le agreement by and between Lessor and Lessee and dated as of (the "Lease Agreement"), all the terms and conditions of which are ma part hereof as though fully set forth herein, (1) Lessor does hereby Lessee and Lessee does hereby let from Lessor that certain real prop together with the improvements located thereon, situated in the Count Diego, State of California, more particularly described in Exhibit "B attached hereto and incorporated herein by this reference (the I'Premj for a term of ten (10) years commencing on , 19 and endir , 19-, unless sooner terminated in accordance with the Le: Agreement; and (2) Lessor does hereby agree that following the end 01 ten (10) year term, provided the Lease Agreement has not been termini prior to the end of such ten (10) year term and Lessee is not then i~ in the payment of rent or any other sums payable by Lessee pursuant terms of the Lease Agreement, Lessor shall convey to Lessee a fee in the Premises pursuant to the terms of the Lease Agreement and that c Agreement for Cooperation Estween Carlsbad Unified School District, Carlsbad Housing and Redevelopment Commission and the City of Carlsb - , 1988, all of the terms and conditions of which are made hereof or though fully set forth herein. e e ALL WITNESS WHEREOF, the parties have executed this Memorandum Lease as of the date first above written. "Lessor" THE CARLSBAD HOUSING AND REDEVELOPMEN COMMISSION By : Its : "Lessee" THE CARLSBAD UNIFIED SCHOOL DISTRICT By : Its: 3754r/5705/001 - 2- I) a XHIBIT A TO ME" F LEASE EXHIBIT A DESCRIPTION OF PREMISES School Administrative Offices As shown on the attached floor plans. 6 "" -.-,. "- I! I I - . .. I i-" .. . , . , .. , ... .... . .. .. . . . . . . . . . . .. ,_ I .. . , . . . . .. . : , .. . . . .. . : . . : .. ._ .. . . .. , . - - ""_ . . .. .. I. tqj E3 m Lo uma H 9 3 2 8 u Il:ffjeiffilf $$5*$5#CddfA# "1 :I! 41 II" '1 s If, slrM 0 a ~.~~~dd~ddg:~~ I , 3 I AN RD INDUSTRIAL LEAW - GROSS'v'L' AME % AN INDUSTRIAL REAL ESTATE ASSOCIATION OtiR 1. Partles. This Lease, dated. for reference purposes only, ,I9 between > Cifv d w Wlsbad IInified School District and (herein (herein < 2. Premlres. Lessor hereby leases 10 Lessee and Lessee leases from Lessor for the term, at the rental, and upon all of the cor herein, that certain real property situated in the County of Dj ego State of C"t1 i fnrni a commonly known as the safety center and described as a 3600 square foot md~l~ facllltv .. and parking and storaqe as shown on attached plot plan , Said real property including the land and all improvements therein, is herein called '*the Premises". 3. Term. commencing on and ending on unless sooner terminated pursuant to any provision hereof. Lessee on said date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or th 3.2 Delay In Possession. Notwithstanding said commencement date, if for any reason Lessor cannot deliver possession of Lessee hereunder or extend the term hereof, but in such case, Lessee shall not be obligated to pay rent until possession of the Prerr to Lessee; provided, however, that if Lessor shall not have delivered possession of the Premises within sixty (60) days from said ( date, Lessee may. at Lessee's option. by notice in writing to Lessor within ten (10) days thereafter. cancel this Lease, in which event be discharged from all obligations hereunder: provided further, however, that if such written noticeof Lessee is not received by Le ten (10) day period. Lessee's right to cancel this Lease hereunder shall terminate and be of no further force or effect. hereof. such occupancy shall not advance the termination date, and L sseeshall pay rent for such period at the initial monthly rates 3.3 Early Possession. If Lessee occupies the Premises prior to said commencement date, such occupancy shall be subject nt Lessee shall a t L s r as rent for the Premises, w&.bly payments of $ lo I Oo0 *O0 & no#?^ &is. Lessee shall pay Lessor upon the execution hereof $ as rent fo , in advance, on q d+ suul 3.1 Term. The term of this Lease shall be for ten (10) WS annuaP i =st year nf the term nf th i c Tease- Rent for any period during the term hereof which is for less than one month shall be a pro rata portion of the monthly installmer payable in lawful money of the United States to Lessor at the address stated herein or to such other persons or at such other place: designate in writing. performance Of Lessee's obligations hereunder. If Lessee fails to pay rent or other chatges due hereunder. or otherwise defaults witt 5. Security Oeporlt. Lessee shall deposit with Lessor upon execution hereof $ as security for LI provision of this Lease, Lessor may use, apply or retain all or any portion of said deposit for the payment of any rent or other charge the payment of any other sum to which Lessor may become obligated by reason of Lessee's default, or to compensate Lessor for any which Lessor may suffer thereby. If Lessor so uses or applies all or any portion of said deposit. Lessee shall within ten (10) da: demand therefor deposit cash with Lessor in an amount sufficient to restoresaid deposit to the full amount hereinabove stated and I to do so shall be a material breach of this Lease. If the monthly rent shall, from time to time, increase during the term of this Leas thereupon deposit with Lessor additional security deposit so that the amount of security deposit held by Lessor shall at all times proportion to current rent as the original security deposit bears to the original monthly rent set forth in paragraph 4 hereof. Les: required to keep said deposit separate from its general accounts. If Lessee performs all of Lessee's obligations hereunder, said depo thereof as has not theretofore been applied by Lessor, shall be returned, without payment of interest or other increment for its use, tc Lessor3 option. to the last assignee, if any, of Lessee's interest hereunder) at the expiration of the term hereof, and after Lessee h Premises. No trust relationship is created herein between Lessor and Lessee with respect to said Security Deposit. 6. Use. ~ ~~ ~ ~~~- 6.1 Use. The Premises shall be used and occupied only for stora or any other use which is reasonably comparable and for no other purpose. e OF &&v (60) V&irlpc: m supplies 2nd supplies related to bs~ee's - om& 6.2 Compliance with Law. use for which Lessee will use the Premises, does not violate any covenants or restrictions of record, or any applicable building code (a) Lessor warrants to Lessee that the Premises, in its state existing on the date that the Lease term commences, but withoL ordinance in effect on such Lease term commencement date. In the event it is determined that this warranty has been violated, ther obligation of the Lessor, after written notice from Lessee. to promptly.'at Lessor's sole cost and expense, rectify any such violatio Lessee does not give to Lessor written notice of the violation of this warranty within six months from the date that the Lease term co correction of same shall be the obligation of the Lessee at Lessee's sole cost. The warranty contained in this paragraph 6.2 (a) shall b( effect if, prior to the date Of this Lease, Lessee was the owner or occupant of the Premises. and. in such event. Lessee shall correct any (b) Except as provided in paragraph 6.2(a), Lessee shall. at Lessee's expense. comply promptly with all applicable statute . rules, regulations. orders, covenants and restrictions of record, and requirements in effect during the term orany part of the term her1 the use by Lessee of the Premises. Lessee shall not use nor permit the use of the Premises in any mannerthat will tend to create wastc or. if there shall be more than one tenant in the building containing the Premises, shall tend to disturb such other tenants. at Lessee's sole cost. 6.3 Condltion of Premises. possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in thePre (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lesset in good operating condition on the Lease commencement date. In theevent that it is determined that this warranty has been violated, 1 the obligation of Lessor, after receipt of written notice from Lesseesetting forth with specificity the natureof the violation. to prompl sole cost, rectify such violation. Lessee's failure to give such written notlce to Lessor within thirty (30) days after the Lease comme shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty con paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zonin county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictic and accepts this Leasesubject lherelc and to all metteis disclosed thereby and by any exhibits attached hereto. Lessee acknowledgE Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the condu business. 7. Malntenance, Repalrs and Alteratlons. 7. I Lessee's Obligations. (a) Subject to the provisions of Paragraphs 6.7.1 and 9. Lessee, at Lessee's expense. shall keep in good order, condition a Premises and every part thereof (whether or not the damaged portion of the Premises or the meansof repairing the sameare reasona accessable to Lessee) including, without limiting the generality of the foregoing, all plumbing, heating, airconditioning, (Lessee shal Inltials: . @ American Industrial Real Estate Association 1980 GROSS 0 0 maintain. at Lessee's expense, an air conditioning system maintenancecontract) Ventilating, electrical and lighting facilities and % the Premises. fixtures. interior Walls and interior surface Of exterior Walls. ceilings. windows, doors, plate glass. and skylights, I . Premises, and ail landscaping, driveways, parking lots, fences and signs located in the Premises and all sidewalks and parkwa Premises. (b) If Lessee fails to perform Lessee's obligations under this Paragraph 7.2 or under any other paragraph of this Lea! - Lessor's option enter upon the Premises after 10days'priorwritten notice to Lessee (except in thecase of emergency, in which ca wlth interest thereon at the maximum rate then allowable by law shall be due and payable as additional rent tg Lessor \099\h07 y be required), perform such obligations on Lessee's behalf and put the Premises in good order, condition and repair, and the cos rental installment. as received, ordinary wear and tear excepted. clean and free of debris. Lessee shall repair any damage to the Premises o (c) On the last day of the term hereof, or on any sooner termination. Lessee shall surrender the Premises to Lessor in tt installation or removal of its trade fixtures, furnishings and equipment. Notwithstanding anything to the contrary otherwise st2 Lessee shall leave the air lines. power panels. electrical distribution systems. lighting fixtures, space heaters, air conditionif fencing on the premises in good operating condition. 7.3 Alterations and Additions. about the Premises, except for nonstructural alterations not exceeding $2.500 in cumulative costs during the term of this Le, (a) Lessee shall not, without Lessor's Prior written consent make any alterations, improvements. additions, or Utility Ins whether or not rn excess of $2,500 in cumulative cost, Lessee shail make no change or alteration to the exterior of the Premises I the building(s) on the Premises without Lessor's prior written consent. As used in this Paragraph 7.3 the term "Utility Install carpeting. window Coverings, air lines. Power Panels, electrical distribution systems, lighting fixtures, space heaters, air con& and fencing. Lessor may require that Lessee remove any or all of said alterations, improvements. additionsor Utility tnstallationsz the term. and restore the Premises to their prior condition. Lessor may require Lessee to provide Lessor, at Lessee's sole cost a for mechanic's and materialmen's liens and to insure completion of the work. Should Lessee make any alterations. improvem and completion bond in an amount equal to one and one-half times theestimatedcost of such improvements. to insure Lessor a! Utility Installations without the prior approval of Lessor, Lessor may require that Lessee remove any or all of the same. requires the consent of the Lessor shall be presented to Lessor in written form, with proposed detailed plans. If Lessor shall gi (b) Any alterations. improvements. additions or Utility Installations in. or about the Premises that Lessee shall desire 1, consent shall be deemed conditioned upon Lessee acquiring a permit to do so from appropriate governmental agencies, the fu thereof to Lessor prior to the commencement of the work and the compliance by Lessee of all conditions of said permit in a prom1 manner. the Premises, which claims are or may besecured by any mechanics'or materialmen's lien against the Premises or any interest thl (c) Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Les glve Lessor not less than ten (10) days' notice prior to the commencement of any work in the Premises, and Lessor shall hav notices of non-responsibility in or on the Premises as provided by law. If Lessee shall, in good faith, contest the validity of any ! demand, then Lessee shall, at its sole expense defend itself and Lessor against the same and shall pay and satisfy any such adve may be rendered thereon before the enforcement thereof against the Lessor or the Premises, upon the condition that if Lessor sh shall furnsh to Lessor a surety bond satisfactory to Lessor in an amount equal to such contested lien claim or demand indemnify liability for the same and holding the Premises free from the effect of such lien or claim. In addition, Lessor may require Less! attorneys fees and costs in participating in such action if Lessor shall decide it is to its best interest to do so. (whether or not such Uttlity Installations constitute trade fixtures of Lessee), which may be made on the Premises, shall becor (d) Unless Lessor requires their removal, as set forth in Paragraph 7.3(a), all alterations, improvements, additions and I Lessor and remain upon and be surrendered with the Premises at the expiration of the term. Notwithstanding the provisions 7 3(d). Lessee's machinery and equipment, other than that which is affixed to the Premises so that it cannot be removed without n the Presmises. shall remain the property of Lessee and may be removed by Lessee subject to the provisions of Paragraph 7.2( 8. Insurance; Indemnity. 8.1 Llabillty insurance - Lessee. Lessee shall. at Lessee's expense, obtain and keep in force during the term of this Combined Single Limit 6odily Injury and Property Damage Insurance insuring Lessee and Lessor against any liability arisi occupancy or maintenance of the Premises and at1 other areas appurtenant thereto. Such insurance shall be in an amount not I per occurrence. The policy shall insure performance by Lessee of the indemnity provisions of this Paragraph 8. The limits of sa not. however. limit the liability of Lessee hereunder. I1 .. . .. . . Af%!R% ss damage to the Premises, but not Lessee's fixtures. equipment or tenant improvements in an amount not to exceed the full r thereof, as the same may exist from time to time, providing protection against all perils included within theclassification of fire, e> 8.4 Payment of Premium Increase. required under ParagraphW8.3- (a) Lessee shall pay to Lessor, during the term hereof, in addition to the rent, the amount of anyv,premiurn: (b) Lessee shall Pay any such PremiumitW" 10 Lessor within 30 days after receipt by Lessee of a COPY of the prer other satisfactory evidence of the amount due. If the insurance policies maintained ereunder cover other Improvements Premises, Lessor shall also deliver to Lessee a statement of the amount of such4awaekattributable to the Premises and shot covered by such insurance, Lessee's liability for premiurrsincreafes shall be prorated on an annual basis. xpr-UIIl detail, the manner in which such amount was computed. If the term of this Lease shall not expire concurrent1 wtth the exptri such other rating as may be required by a lender having a lien on the Premises, as set forth in the most current issue of "Best's 8.5 Insurance Policies. Insurance required hereunder shall be in companies holding a "General Policyholders Rating" o Lessee shall deliver to Lessor copies of policies of liability insurance required under Paragraph 8.1 or certificates evidencing amounts of such insurance. No such policy shall be cancellable or subject to reduction of coverage or other modification excl days' prior written notice to Lessor. Lessee shall, at least thirty (30) days prior to the expiration of such policies, furnish Lessc "binders" thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be eayab demand. Lessee shall not do or permit to be done anything which shall invalidate the insurance policies referred to in Paragr other for loss or damage arising out of or incident to the perils insured against under paragraph 8.3. which perils occur In, On or a 8.6 Walver of Subrogation. Lessee and Lessor each hereby release and relieve the other, and waive their entire right Of rE whether due to the negligence of Lessor or Lessee or their agents, employees, contractors and/or invitees. Lessee and Lessor sh the policies of insurance required hereunder, give notice tq the insurance carrier or carriers that the foregoing mutual Waive contained in this Lease. 8.7 Indemnity. Lessee shall indemnify and hold harmless Lessor from and against any and all claims arising from L Premises, or :;om the conduct of Lessee's business or from any activity, work or things done, permitted or suffered by Les: Premises or elsewhere and shall further indemnify and hold harmless Lessor from and against any and all claims arising from an in the performance of any obligation on Lessee's part to be performed underthe terms of this Lease, or arising from any negligen any of Lessee's agents, contractors. or e,mployees, and from and against all costs, attorney's fees, expenses and liabilities incurrl any such clalm or any actlon or proceedmg brought thereon; and in case any action or proceeding be brought against Lessor by claim, Lessee upon notlce from Lessor shall defend the same at Lessee's expense by counsel satisfactory to Lessor. Lessee, as a consideration to Lessor. hereby assumes all risk of damage to property or injury to persons, in, upon 01 about the Premises aris income therefrom or for damage to the goods, wares. merchandise or other property of Lessee. Lessee's employees, invitees, 8.8 Exemption 01 Lessor from Liability. Lessee hereby agrees that Lessor shall not be liable for injury to Lessee's busi other person In or about the Premises, nor shall Lessor be liable for injury to the person of Lessee, Lessee's employees, age other defects of pipes. sprinklers, wires. appliances, plumbing. air conditioning or lighting fixtures, or from any other causc whether such damage or injury is caused by or resultsfrom fire, steam, elnctricity. gas, water or rain, or from the breakage, leak damage or injury results from conditions ansing upon the Premises or upon other portionsof the building of which the Premise other sources or places and regardless of whether the cause of such damage or injury or the means of repairing the same is inac Lessor shall not be-liable for any damages arising from any act or neglect of any other tenant, if any, of the building in whic located. and Lessee hereby waives all claims in respect thereof against Lessor. lnil 9. Damage or Destructlon. 9.1 Deflnitlons. 0 a (a) "Premises Partial Damage" shall herein mean damage or destruction to the Premises to the extent that the cost ( * 5Ooh of the fair market value of the Premises immediately prior to such damage or destruction. "Premises Building Partial Di mean damage or destruction to the building of which the Premises are a part to the extent that the cost of repair. Is less than 5( value of such building as a whole immediately prior to such damage or destruction. (b) "Premises Total Oestruction".shall herein mean damage or destruction to the Premises to the extent that the co! * more of the fair market value of the Premises immediately prior to such damage or destruction, "Premises Building Total Desti mean damage or destruction to the building of which the Premises are a part to the extent that the Cost of repair is 50% or ma value of such building as a whole immediately prior to such damage or destruction. (c) "Insured Loss" shall herein mean damage or destruction which was caused by an event required to be cover1 described in paragraph 8. 9.2 Partla1 Damage- insured LOSS. Subject to the provisions of paragraphs 9.4,9.5 and 9.6, if at any time during the terl is damage which is an Insured Loss and which falls into the classification of Premises Partial Damage or Premises Building F Lessor shall, at Lessor's sole cost, repair such damage. but not Lessee's fixtures, equipment or tenant improvements, as possible and this Lease shall continue in full force and effect, 9.3 Parllal barnage - Unlnsured Loss. Subject to the provisions of Paragraphs 9.4.9.5 and 9.6, if at any time during tt there is damage which is not an Insured LOSS and which falls within the classification of Premises Partial Damage or Prem Damage. unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expc Lessor's option either (i) repair such damage as soon as reasonably possible at Lessor'sexpense, in which event this Lease force and effect, or (ii) give written notice to Lessee within thirty (30) days after the dateof the Occurrence of such damage of ~ cancel and terminate this Lease, as of the date of the occurrence of such damage. In the event Lessor elects to give such notice to cancel and terminate this Lease, Lessee shall have the right within ten (10) days after the receipt of such notice to givewritte Lessee's inteption to repair such damage at Lessee's expense. without reimbursement from Lessor, in which event this Lease force and effect. and Lessee shall proceed to make such repairs as soon as reasonably possible. If Lessee does not give suc 10-day period this Lease shall be cancelled and terminated as of the date of the occurrence of such damage. 9.4 Total Destruction. If at any time during the term of this Lease there is damage, whether or not an Insured Loss. (ir required by any authorized public authority), which falls into the classification of Premises Total Destruction or Pren Destruction, this Lease shall automatically terminate as of the date of such total destruction. 9.5 Damage Near End of Term. (a) If at any time during the last six months of the term of this Lease there is damage, whether or not an Insured Loss, 1 classification of Premises Partial Damage, Lessor may at Lessor's option cancel and terminate this Lease as of the date of damage by giving written notice to Lessee of Lessor's election to do so within 30 days after the date of occurrence of such option may be exercised has not yet expired, Lessee shall exercise such option, if it is to be exercised at all. no later th (b) Notwithstanding paragraph 9.5(a), in the event that Lessee has an option to extend or renew this Lease, and the til occurrence of an Insured Loss falling within the classification of Premises Partial Damage during the last six months of the Lessee duly exercises such option during said 20 day period. Lessor shall. at Lessor's expense, repair such damage as soon as and this Lease shall continue in full force and effect. If Lessee fails to exercise such option during said 20 day period, then Le option terminate and cancel this Lease as of the expiration of said 20 day period by giving written notice to Lessee of Lessc within 10 days after the expiration of said 20 day period, notwithstanding any term or provision in the grant of option to the (a) In the event of damage described in paragraphs 9.2 or 9.3. and Lessor or Lessee repairs or restores the Prem provisions of this Paragraph 9, the rent payable hereunder for the period during which such damage. repair or restoration cant against Lessor for any damage suffered by reason of any such damage, destruction, repair or restcration. in proportion to the degree to which Lessee's use of the Premises is impaired. Except for abatement of rent. if any, Lessee (b) If Lessor shall be obligated to repair or restore the Premises under the provisions of this Paragraph 9 and shall repair or restoration within 90 days after such obligations shall accrue, Lessee may at Lessee's option cancel and terminate shall terminate as of the date of such notice. Lessor written notice of Lessee's election to do so at any time prior to the commencement of such repair or restoration. In s 9.7 Termination -Advance Payments. Upon termination of this Lease pursuant to this Paragraph 9, an equitable adju! concerning advance rent and any advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee security deposit as has not theretofore been applied by Lessor. and agree that such event shall be governed by the terms of this Lease. 9.8 Walver. Lessor and Lessee waive the provisions of any statutes which relate to termination of leases when leased F 9.6 Abatement of Rent; Lessee's Remedles. expiration of the tax fiscal year, Lessee's liability for increased taxes for the last partial lease year shall be prorated on an a ld 10.3 Definition of "Real Property Tax". As used herein, the term "real property tax" shall include any form of real esta general, special. ordinary or extraordinary, and any license fee, commercial rental tax, improvement bond or bonds, le1 inheritance, personal income or estate taxes) imposed on the Premises by any authority having the direct or indirect power city, state 0: federal government, Or any school, agrICUltUral, Sanitary, fire, street, drainage or other improvement district tr legal or equitable interest of Lessor in the Premises or in the real property of which the Premises are a part, as against Lessor ' income therefrom, and as against Lessor's business of leasing the Premises. The term "real property tax" shall also inch assessment or charge (i) in substitution of, partially or totally, any tax. fee. levy. assessment or charge hereinabove included v "real property tax," or (ii) the nature of which was hereinbefore included within the definition of "real property tax." or (iii) VI service or right not charged prior to June 1,1978. or, if previously charged, has been increased since June 1, 1978. or (iv) v result of a transfer, either partial or total, of Lessor's interest in the Premises or which is added to a tax or charge hereinbefoi definition of real property tax by reason of such transfer, or (v) which is imposed by reason of this transaction, any modificatio or any transfers hereof. 10.4 Joint Assessment. If the Premises are not separately assessed, Lessee's liability shall be an equitable proportiol taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be determined by Less( valuations assigned in the assessor's work sheets or such other information as may be reasonably available. Lessor's reasl thereof, in good faith, shall be conclusive. 10.5 Personal Property Taxes. (a) Lessee shall pay prior to delinquency all taxes assessed against and levied upon trade fixtures, furnishings, eq and all other personal property to be assessed and billed separately from the real property of Lessor. personal property of Lessee contained in the Premises or elsewhere. When possible. Lessee shall cause said tradefixtures, fu (b) If any of Lessee's said personal property shall be assessed with Lessor's real property, Lesseeshall pay Lessor th Lessee within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee's property. 11. Utilities. Lessee shall pay for all water, gas, heat, light, power, telephone and other utilities and services supplied to 11 with any taxes thereon. If any such services are not separately metered to Lessee, Lessee shall pay a reasonable proportlo! Lessor of all charges jointly metered with other premises. 12. Asslgnment and Subletting. or modifications to this sent thereto and such i I ""^ I a rl) 13. Defaultr; Remedler. Lessee: - 13.1 Defaults. The occurrence of any one Or more Of the following events shall constitute a material default and breacl (a) The vacating or abandonment of the Premises by Lessee. (b) The failure by Lessee to make any payment Of rent Or any other payment required to be made by Lessee hereunder. 8 where such failure shall continue for a period of three days after written notice thereof from Lessor to Lessee. In the event that Les wlth a Notice toPay Rent or Ouit pursuant to applicable Unlawful Detainer statutes such Notice to Pay RentorQuit shall also cor required by this subparagraph. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provlsions of this Lease to be obser Lessor to Lessee; provided, however, that If the nature of Lessee's default is such that more than 30 days are reasonably require( by Lessee. other than described In paragraph (b) above, where such failure shall contlnus for a period of 30 days after written n( Lessee shall not be deemed 10 be in default if Lessee commenced such cure within said 30-day period and thereafter diligently cure to completion. defined in 11 U.S C. §lo1 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dis (d) (i) The making by Lessee of any general arrangement or assignment for the benefit of creditors: (ii) Lessee becor days): (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the Premi! interest in this Lease, where possession is not restored to Lessee within 30 days: or (iv) the attachment, execution or other i' substantially all of Lessee's assets located at the Premises Or Of Lessee's interest in this Lease, where such seizure is not dischargl or effect. Provided. however, in the event that any provision of this paragraph 13.1 (d) is contrary to any applicable law, such provision st (e) The discovery by Lessor that any financial statement given to Lessor by Lessee. any assignee of Lessee. any subten; successor in interest of Lessee or any guarantor of Lessee's obligation hereunder, and any of them, was materially take. 13.2 Remedles. In the event of any such material default or breach by Lessee, Lessor may at any time thereafter, with or 1 demand and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such default of (a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate Immediately surrender possession of the Premises to Lessor. In such event Lessor shall beentitled to recover from Lessee all dam Lessor by reason of Lessee's default including, but not limited to, the cost of recovering possession of the Premises: expenses of re necessary renovation and alteration of the Premises. reasonable attorney's fees, and any real estate commission actually paid; the of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the balance of the term after the tin exceeds the amount of such rental loss for the same period that Lessee proves could be reasonably avoided; that portion of the lea paid by Lessor pursuant to Paragraph 15 applicable to the unexpired term of this Lease. Premises. In such event Lessor shall be entitled to enforce all of Lessor's rights and remedies under this Lease, including the right tc (b) MaintainLessee'srighttopossessioninwhichcasethisLeaseshallcontinueineffectwhetherornotLesseeshallhav~ as it becomes due hereunder. located. Unpaid installments of rent and other unpaid monetaryobligations of Lessee under the terms of this Leaseshall bear inter (c) Pursue any other remedy now or hereafter available to Lessor under the laws or judicial decisions of the state wherein due at the maximum rate then allowable by law. but in no event later than thirty (30) days after written notice by Lessee lo Lessor and lo the holder of any first mortgageordeed oft 13.3 Default by Leasor. Lessor shall not be in default unless Lessor fails to perform obligations required Of Lessor within a 1 Premises whose name and address shall have theretofore been furnished to Lessee in writing, specifying wherein Lessor has fatlec obllgation; provided, however, that if the nature of Lessor's obligation is such that more than thirty (30) days are required for pe Lessor shall not be in default if Lessor commences performance within such 30-day period and thereatter diligently prosecu completion. Lessor to incur costs not contemplated by this Lease. the exact amount of which will be extremely difficult to ascertain. Such costs 13.4 Late Chargel. Lessee hereby acknowledges that late payment by Lessee to Lessor of rent and other sums due here1 not limited to, processing and accounting charges, and late charges which may be imposed on Lessor by the terms of any mortga covering the Premises. Accordingly, if any installment of rent or any other sum due from Lessee shall not be received by Lessor or Lf within ten (10) days after such amount shall be due, then. without any requirement for notice to Lessee, Lessee shall pay to Less equal to 6% of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of I will incur by reason of late payment by Lessee. Acceptance of such late charge by Lessor shall in no event constitute a waiver of L wlth respect to such overdue amount, nor prevent Lessor from exercising any of the other rights and remedies granted hereunder. In late charge is payable hereunder, whether or not collected. for three (3) consecutive installments of rent, then rent shall automatic2 and payable quarterly in advance, rather than monthly, notwithstanding paragraph 4 or any other provision of this Lease to the 4 13.5 Impounds. In the event that a late charge is payable hereunder, whether or not collected. for three (3) installments of rt required under this Lease, a monthly advance installment, payable at thesame time as the monthly rent, as estimated by Lessor, for r monetary obligation of Lessee under the terms of this Lease, Lessee shall pay to Lessor, if Lessor shall so request, in addition to any and insurance expenses on the Premises which are payable by Lessee under the terms of this Lease. Such fund shall be estab Lessee under the provisions of this paragraph are insufficient to discharge the obligations of Lessee to pay such real property taxe; payment when due, before delinquency, of any or all such real property taxes and insurance premiums. If the amounts pa premiums as the same become due, Lesseeshall pay to Lessor, upon Lessor'sdemand. such additional sums necessary to pay such moneys paid to Lessor under this paragraph may beintermingled with other moneys of Lessor and shall not bear interest. In theever theoblioations of Lessee to Derform under this Lease. then any balance remainino from funds Daid to Lessor under the Drovisions 01 may, at ihe'option of Lessor,'be applied to the payment of any monetary defaull oflessee in lieu of being applied to the payment of r( and insurance premiums. said power (all of which are herein called "condemnation"), this Lease shall terminate as to the part so taken as of the date tt 14. Condemnatlon. If the Premises or any portion thereof are taken under the power of eminent domain. or sold under the threat oI authority takes title or possession, whichever first occurs. If morethan 10% of the floor area of the building on the Premises, ormore land area of the Premises which is not occupied by any building, is taken by condemnation, Lessee may, at Lessee's option, to t wrlting only within ten (10) days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning author of the Premises remaining, except that the rent shall be reduced in the proportion that the floor areaof the building taken bears to the possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect a of the building situated on the Premises. No reduction of rent shall occur if the only area taken is that which does not have a br thereon. Any award for the taking of all or any part of the Premises under the power of eminent domain or any payment made und, exercise of such power shall be the property of Lessor, whether such award shall be made as compensation for diminution in valueo cr for the taking of the fee, or as severancedarnages; provided, however, that Lesseeshall beentitled toany award for loss of ordamr extent of severance damages received by Lessor in connection with such condemnation, repair any damage to the Premises ci trade fixtures and removable personal property. In the event that this Lease is not terminated by reason of such condemnation, Les: condemnation except to the extent that Lessee has been reimbursed therefor by the condemning authority. Lessee shall pay any am ' of such severance damages required to complete such repair. Lessor and said broker@), the su this Lease, or any subsequently g (b) Lessor further agree any rights to the Premises or 0th Option herein granted to Lessee after having failed to exercise an 16. Estoppel Certlflcate. (a) Lessee shall at any time upon not less than ten (10) days' priorwritten notice from Lessor execute, acknowledgeand deli\ statement in writing (i) certifying that this Lease is unmodifiedand in full forceandeffect (or, if modified, stating thenatureof such mo certifying that this Lease, as so modified, is in full force and effect) and the date to which the rent and other charges are paid in advan (ii) acknowledging that there are not, to Lessee's knowledge. any uncured defaults on the part of Lessor hereunder, or specifying st any are claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Prerr conclusive upon Lessee (i) that this Lease is in full force and effect, without modification except as may be represented by Lessor. (ii) (b) At Lessor's option. Lessee's failure to deliver such statement within such time shall be a material breach of this Lea! no uncured defaults in Lessor's performance, and (iii) that not more than one month's rent has been paid in advance or such fa considered by Lessor as a default by Lessee under this Lease. Inltialr: GROSS -4- (c) If Lessor desires to fina.tce. 0 refinance. or sell the Premises, or any part thereof, 0 Lessee hereby agrees to del - shall include the past three years' financial statements of Lessee. All such financial statements shall be received by Less0 purchaser designated by Lessor such financial statements of Lessee as may be reasonably required by such lender or purcha purchaser in confidence, and shall be used only for the purposes herein set forth. 17. Lessor's Llsblllty. The term "Lessor" as used herein shall mean only the owner or owners at the time in question of the interest in a ground lease of the Premises, and except as expressly provided in Paragraph 15, in the event of any transfer of Lessor herein named (and in case of any subsequent transfers then the grantor) shall be relieved from and after the date ( such transfer, in which Lessee has an interest, shall bedelivered to the grantee. The obligations contained in thib Leaseto be liability as respects Lessor's obligations thereafter to be performed, provided that any funds in the handsof Lessor orthethen shall, subject as aforesaid, be binding on Lessor's successors and assigns, only during their respective periods of ownersb 18. Severablllty. The invalidity of any provision of this Lease as determined by a court of competent jurisdiction, shall in no' of any other provision hereof. 4% lnb~est 0nPaSt-d~ Oblbatlons. Except as expressly herein provided. any amount due to Lessar not paid when due sh provided. however, that interest shall not be payable on late charges incurred by Lessee nor on any amounts upon which lat m8XhUm rafe then allowable by law from the date due. Payrnenr of such interest shall not excuse or cure any default by Le8 Lessee. 20. Time of Essence. Time is of the essence. 21. Addlllonsl Rent. Any monetary obligations of Lessee to Lessor under the terms of this Lease shall be deemed to be r 22. lncorporstlon of Prior Agreements; Amendments. This Lease contains all agreements of the parties with respect to a herein. No prior agreement or understanding pertaining to any such matter shall be effective. This Lease may be modified in v the parties in interest at the time of the modification. Except as otherwise stated In this Lease, Lessee hereby acknowled,qe estate broker listed in Paragraph 15 hereof nor any cooperating broker on thistrensaction northe Lessor or any employeeso persons has made any oral or written warranties or representatlons to Lessee relative to the condition or use by Lessee of saic acknowledges that Lessee assumes all responsibility regarding the Occupational Safety Health Act. the legal use and adapt and the compliance thereof with all applicable laws and regulations in effect duringtheterm of this Lease except as otherwis this Lease. 23. Notlcea. Any notice required or permitted to be given hereunder shall be in writing and may be given by personal delivc and if given personally or by mail, shall be deemed sufficiently given if addressed to Lesseeorto Lessorat theaddress noted the respective parties. as thecase may be. Either party may by notice to the other specify a different address for notice purp Lessee's taking possession of the Premises, the Premises shall constitute Lessee's address for notice purposes. A copy of time hereafter designate by notice to Lessee. permitted to be given to Lessor hereunder shall be concurrently transmitted to such party or parties at such addresses as LE 24. Walvers. No waiver by Lessor or any provision hereof shall be deemed a waiver of any other provision hereof or of any! Lessor's consent to or approval of any subsequent act by Lessee. The acceptance of rent hereunder by Lessor Shall not be a w Lessee of the same or any other provision. Lessor's consent to. or approval of any act. shall not be deemed to render unnece breach by Lessee of any provision hereof, other than the failure of Lessee to pay the particular rent so accepted, regardless ( of such preceding breach at the time of acceptance of such rent, 25. Recording. Either Lessor or Lessee shall, upon request of the other, execute, acknowledge and deliver to the memorandum of this Lease for recording purposes. .. t .. options and rights of first refusal. If -1s Lease shall be deemed terminated and be of no fur Iga 27. Cumulatlve Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, becu remedies at law or in equity. 28. Covenants and Conditlona. Each provision of this Lease performable by Lessee shall be deemed both a covenant a 29. Blndlng Effect Choice of Law. Subject to any provisions hereof restricting assignment or subletting by Lessee and su of Paragraph 17, this Lease shall bind the parties, their personal representatives, successorsand assigns. This Lease shall br of the State wherein the Premises are located. 30. Subordlnatlon. (a) This Lease, at Lessor's option, shall be subordinate to any ground lease, mortgage, deed of trust, or any o security now or hereafter placed upon the real property of which the Premises are a part and to any and all advances made t quiet possession of the Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent an1 and to all renewals, modifications, consolidations. replacements and extensions thereof. Notwithstanding such subordini all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee elect to have this Lease prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to 1 of trust or ground lease or the date of recording thereof. be deemed prior to such mortgage, deed of trust, or ground lease, whether this Lease is dated prior or subsequent to the date I (b) Lessee agrees to execute any documents required to effectuate an attornment, a subordination or to make !hit of any mortgage, deed of trust or ground lease, as the case may be. Lessee's failure to execute such documents within 10 day shall constitute a material default by Lessee hereunder. or, at Lessor3 option, Lessor shall execute such documentson beha attorney-in-fact. Lessee does hereby make, constitute and irrevocably appoint Lessor as Lessee'sattorney-in-fact and in Le stead, to execute such documents in accordance with this paragraph 30(b). 31. Attorney's Fees. If either party or the broker named herein brings an action to enforce the terms hereof or declare prevailing party in any such action, on trial or appeal, shall be entitled to his reasonableattorney's fees to be paid by the losi' court. The provisions of this paragraph shall inure to the benefit of the broker named herein who seeks to enforce a right 32. Lessor's Access. Lessor and Lessor's agents shall have the right to enter the Premises at reasonable times for the pu same, showing the same to prospective purchasers, lenders, or lessees, and making such alterations, repairs. improveme Premises any ordinary "For Sale" signs and Lessor may at any time during the last 120 days of the term hereof place on or 2 Premises or to the building of which they are a part as Lessor may deem necessary or desirable. Lessor may at any time ordinary "For Lease" signs, all without rebate of rent or liability to Lessee. 33. Auctlons. Lessee shall not conduct, nor permit to be conducted, either voluntarily or involuntarily, any auction up01 first having obtained Lessor's prior written consent. Notwithstanding anything to the contrary in this Lease, Lessor sh exercise any standard of reasonableness in determining whether to grant such consent. 34. Slgns. Lessee shall not place any sign upon the Premises without Lessor's prior written consent except that Lessc without the prior permission of Lessor to place ordinary and usual for rent or sublet signs thereon. 35. Merger. Thevoluntary or other surrenderof this Lease by Lessee, oramutualcancellation thereof, ora termination by 1 merger, and shall, at the option of Lessor, terminate all or any existing subtenancies or may, at the option of Lessor, opera Lessor of any or all of such subtenancies. 36. Consents. Except for paragraph 33 hereof, wherever in this Lease the consent of one party is required to an act of theot shall not be unreasonably withheld. 37, Guarantor, In the @Vent that there is a guarantor of this Lease, said Quarantor shall have the Same ob!igaticns as Le 38. au~etPoasesalon. Upon Lessee paying the rent for the Premises and observing and performing all of the cove subject to all of the provisions of this Lease. The individuals executing this Lease on behalf of Lessor represent and warrani provisions on Lessee's part to be observed and performed hereunder, Lessee shall have quiet pOSSeSSiOn Of the Premises fC fully authorized and legally capable of executing this Lease on behalf of Lessor and that such execution is binding UP01 ownership interest in the Premises. GROSS -5- . 40. Multiple Tenant Bulldlng. In the event that the Premises are part of a larger building or group of buildings then Lesse by. keep and observe all reasonable rules and regulations which Lessor may make from time to time for the ma"aq, cleanliness ofthe building and grounds, the parking of vehicles and the Dreservation of good order tnerein as well as for 1 OCCUpantS and tenants of !he building. The ViotatiOnS of any such rules and regUlatiOn3 shall be deemed a material breact 41. Security Measures. Lessee hereby acknowledges that the rental payable to Lessor hereunder does not include the other security measures. and that Lessor shall have noobligation whatsoeverto providesame. Lesseeassumesall respon of Lessee, its agent? and invitees from acts of third parties. 42. Easements. Lessor reserves to itself the right. from time to time, to grant such easements, rights and dedications that or desirable. and lo cause the recordation of Parcel Maps and restrictions, so long as such easements, rights, dedications, not unreasonably interfere with the use of the Premises by Lessee. Lesseeshall sign any of theaforementioneddocument and failure to do so shall constitute a material breach of this Lease. 43. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one pa provisions hereof. the party against whom the obligation to pay the money is asserted shall have the right to make payn such payment shall not be regarded as a voluntary payment, and there shall survive the right on the part of said party to ins such sum. If it shall be adjudged that there was no legal obligation on the part of said party to pay such sum or any part th entitled to recover such sum or so much thereof as it was not legally required to pay under the provisions of this Lease. 44. Authority. If Lessee is a corporation, trust. or general or limited partnership. each individual executing this Lease represents and warrants that he or she is dulyauthorized to execute and deliver this Lease on behalf of said entity. If Lessef partnership. Lessee shall, within thirty (30) days after execution of this Lease. deliver to Lessor evidence of such authori, 45. Conflict. Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions s typewritten or handwritten provisions. 46. Addendum. Attached hereto is an addendum or addenda containing paragraphs through - part of this Lease. 47 48 LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PRQVISIOb AND. BY EXECUTION OF THIS LEASE. SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PAI INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE/ IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE A! BY THE REAL ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGALSUFFICIENCY. LEGAL CONSEQUENCES OF THIS LEASE OR THE TRANSACTION RELATING THERETO: THE PARTIES SHALL REL THE ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEI The partles hereto have executed this Lease st the placo on the dales specllled Immediately adjacent to thetr respectlvc Executed at ?he City of Carlsbad on BY Address BY "LESSOR" (Corporate s Executed at Carlsbad Unified school Dl on BY Address BY "LESSEE" (Corporate s~ - .. , ~ ~ ..- .. .. . . . . . . - . - - .- ".. - .-. 0 ~--.~b7 rbr~rer Lease) 0 LEASE ADDENDUM b 47. Notwithstanding anything else contained in this Lease the contrary, Lessee shall have the right to terminat( Lease at any time by giving thirty (30) days prior wr: notice to Lessor, In the event of such termination, : and all other sums payable by Lessee under the terms ( this Lease shall be prorated as of the date of such termination, and any amounts owed by Lessor to Lessee Lessee to Lessor shall be due and payable thirty (30) following the date of such termination. 48. Lessee shall not have the right to hold over after the of the ten (10) year term of this Lease unless Lessee delivers to the City, within one hundred eighty (180) prior to the end of said term, written notice that it desires to continue this Lease on a month-to-month bas Fair Market Rental Value together with a one-time only sum payable as consideration for extension of this Lea a month-to-month basis in an amount equal to two percent (2%) of the sum of rent paid by Lessor to Lese pursuant to the terms hereof during the ten (10) year For purposes of paragraph 48, "Fair Market Rental Valuen shall be determined, as follows: (i> At least 180 days prior to the date ten years after commencement of this Lease ("Tenth Anniver Date"), Lessee and Lessor shall attempt to reach agree as to the Fair Market Rental Value. (ii) In the event that Lessee and Lessor are unable to agree upon a Fair Market Rental Value within period, then no later than the 150th day prior to Tent: Anniversary Date, Lessee and Lessor shall jointly atte~ to agree on the appointment of a real estate appraiser is a member of the American Institute of Real Estate Appraisers or any successor thereto (or in the event tf American Institute or Society of Real Estate Appraiser: any successor shall not then be in existence, a disinterested real estate appraiser having appropriate qualifications to appraise commercial real estate as sc forth immediately below), with at least ten (IO) years professional experience in Southern California in appraising land and improvements similar to the leased premises. All appraisers selected pursuant to the provisions hereof shall.be impartial and unrelated, directly or indirectly, so far as employment of service is concerned, to any of the parties hereto, or their I 0 *I 0 T successors. The cost of the services performed by SU( v appraiser shall be borne equally by the parties. The single appraiser jointly appointed by the parties sha: determine the "Fair Market Rental Value" in the mannel herein specified and shall render his or her appraisal within one hundred twenty (120) days after said appra: has been selected. (iii) Failing the joint action within the tir specified in (b) above, Lessee and Lessor shall each I an additional fifteen (15) days, separately at its ow1 designate any appraiser meeting the qualifications st; in paragraph (ii) above. If two appraisers are appai: and they concur on the Fair Market Rental Value, the : Market Rental Value determined by them shall be the F Market Rental Value. If the appraisers do not concur the difference between the respective higher and lowe determinations of Fair Market Rental Value is an amou less than ten percent (10%) of the amount of the high determination of the Fair Market Rental Value, the me average of the two determinations shall be the Fair M Rental Value. The two appraisers shall render their respective appraisals within one hundred twenty (120) after they have been selected. (iv) If the difference between the two dete minations exceeds the amount specified above, the two appraisers shall jointly select a third appraiser mee the qualifications set forth in paragraph (ii) above, if they are unable to agree on a third appraiser eith the parties to this Lease, by giving fifteen (15) day notice to the other party, may apply to the presiding of the Superior Court of San Diego County to select a appraiser who meets the qualifications set forth in paragraph (ii) above. The third appraiser, however selected, shall be a person who has not acted in any capacity for either party. Within fifteen (15) days the date of the selection of the third appraiser, all appraisers shall meet and the first two appraisers sh present to the third appraiser all of their findings, and conclusions as to the Fair Market Rental Value. third appraiser shall review all such findings, data conclusions, and shall determine which of the two appraisers' respective determinations is the more reasonable determination. The third appraiser shall permitted to make any other independent determination Fair Market Rental Value. The appraiser's determinat found by the third appraiser to be the most reasonabl third appraiser's conclusion shall be reached within determination shall be the Fair Market Rental Value. 3764r/ I , 0 e + T I hundred twenty (120) days from the selection of the thi appraiser. The expenses related to the selection and services of the third appraiser shall he shared equally the District and the City. (v) In the event that the final determinatio Fair Market Rental Value occurs after the Tenth Anniver Date, the Fair Market Rental Value, as determined shall nonetheless commence concurrently with the first day of Lease term following the expiration of the initial ten year term. 3764r/ I 5 '291 -r L'SPC 7- *'99C t !