HomeMy WebLinkAbout9/3/2014 - STAFF REPORTS - 8 Palm Springs Natural Healing Center Inc.
Palm Spring CA. 92264
Mr. David Ready Esq., PhD
Palm Springs City Manager
32000 Tahquitz Canyon
Palm Springs California 92262
June 11 , 2014
Request for Qualification
I am the Co-owner and operator with Joy Meredith DBA Palm Springs
Natural Healing Center Inc.903 - 913 Crossley Road Palm Springs Ca. My name
is Stacy Hochanadel my home address is 675 Camino Real Palm Springs Ca. I
was born and raised in Palm Springs and my family has been here since 1936.
Joy Meredith has lived here for many years and has operated a successful
busines_4rystal Fantasy in downtown Palm Springs for years, she is also
,L,er`, qC �.,f�
Our purpose for invesfing our time and money in this business is simple
to provide safe excess at the lowest price possible to qualified patients; patients I
that have been given a recommendation from a licensed doctor.
We entered into a lease with Mrs. Carolyn Noia at 903 -913 Crossley
Road. It takes a lot of money to prepare for a safe environment, security
cameras, man traps, lighting and etc. the building had to be fitted for grow
lights, air purifiers and hydroponics tables for growing.
Palm Springs Natural Healing Center Inc.is in compliance with the State
Attorney Generals guidelines. We are a collective and we are growing our
product so we can offer the lowest price to our patients. My employees and I are
all willing to have background checks and we are dedicated to making Palm
Springs Natural Healing Center Inc. a model for our City if given the chance.
Respectfully yours
Stacy Hochanadel
OE PA IPA4
• _�' �� CITY OF PALM SPRINGS Office Use Only
u N Office of the CityManager
9 Case
+ •- Initials:
• C�trKoti��T
i
APPLICATION FOR MEDICAL CANNABIS
COOPERATIVE OR COLLECTIVE MCCC
Please read carefully to ensure application is accurate and complete.
Inaccurate or incomplete applications may be rejected.
TO THE APPLICANT:
Your cooperation in completing this application and supplying the information requested will expedite City review
of your application pursuant to local procedures. Applications submitted will not be considered complete until all
submittal requirements are met.
Please submit this completed application and ten (10)copies, including all attachments and related
material to the Office of the City Clerk at 3200 East Tahquitz Canyon Way. Palm Springs,CA 92262
Please complete the following in blue or black ink. If additional space is needed, you may
attach white single-sided 8%x 11 paper using either MS Word or text-readable PDF
format:
1) Address of the MCCC: 9(23
'Please note that site location is prohibited within 500 feet of a school, public playground, park,
residentially zoned property, child or day care facility, youth center or religious institution. It is
also prohibited within 1,000 feet of any other collective. The MCCC location is prohibited on
properties in which the primary use of the property is commercial/retail.
2) MCCC site information:
Gross Square Footage of proposed business space:
Assessor's Parcel # Zone: N I Section/Township/Range
0v 155" Co a.�� W$U 7(�2001- y
General Plan Hours of Operation q nm to 7Tm
If the MCCC is in a Multi-Tenant Building, please list other Businesses:
Business Name Business Type
2. A U'I
• 3. [�y Ly Nc�.Is�1 , .
yf. 5<�-kcc.-r
987441.1
4.
• 5.
6.
7.
3) The name and contact information of the applicant:
'Please note that in the event the applicant is not the legal owner of the property, the application
must be accompanied with a notarized acknowledgement from the owner of the property that a
MCCC will be operated on his/her property.
Name Address Email
LBG)< LLJ90 ccnncpl� IT ``C°� NnlAilv�.
Com
Residential # Business # Cell # Facsimile #
Mxf) LL-11 0
If the Applicant is leasing the MCCC, please list the Property Owner's contact information:
• 'Please note that in the event the applicant is not the legal owner of the property, the application
must be accompanied with a notarized acknowledgement from the owner of the property that
a MCCC will be operated on his/her property.
4) The name and contact information of the Property Owner:
Property Owner's Name Property Owner's Address Property Owner's Email
Cr4�I�t, INr�� c� ?n yC} C� tNc�tgTnc Cc,r
Residential # Business # Cell # Facsimile #
7(,0- A, 0
5) The names and contact information of every person(s) who has a financial interest in
the MCCC:
Name Telephone# Address Email
�. �i �u �txe in n)cr�t�, LoR IS lYcJwln �n44 760- 3369�
2. S4cR�r F1 ,��Crle .l rc�lr.4-m,�,A ��c) 7r� ya9CU/9U
• 3.
4.
987"Ll
5.
• 6.
7.
6) The names and contact information of every principal officer, director, and/or operator:
Name Telephone# Address ( Email
M}c �n�\ J � -f l " 533
2.
3. 7LC)
4.
5.
6.
7.
• 7) The name and contact information of any person who is managing or responsible for
the MCCC activities:
Name Telephone # Address Email
1. I`r12�Co� AoO
2. J ! �� c V1 C \ 7 \ l-i;J 1 CO\VVI >> Iyl
3.
4.
5.
6.
7.
•
987441.1
8) The name and contact information of the on-site community relations or staff person or
• other representative to whom one can provide notice if there are operating problems
associated with the MCCC:
Name Telephone # Address Email
y�
1• �� YYx t� 1dIP4'�'�X'��n 19�i N �i' �.,ao%I=G71-7 710()
2.
3.
9) An estimate of the size of the group of primary 9 P caregivers and/or
P �'Y 9 qualified patients who
will be served by the MCCC:
# of Primary Caregivers
# of Qualified Patients 4UOp
Will delivery service be provided?CY) N
If yes, please describe the extent of the delivery service:
•
10) Will cannabis be cultivated on site? N
If no, or if less than 100% of the cannabis will be grown on site, please provide the name and
contact information of the person(s)who will be cultivating the cannabis:
Name Telephone# Address Email Member
1. YIN
2.
3.
4.
5.
6.
7.
•
987441.1
• 11) The names and addresses of any employees, if any, and a statement as to whether
such person(s) has or have been convicted of a crime(s), the nature of such offense(s),
and the sentence(s) received for such conviction(s).
�ko rlc
Name Address Offense Type (if any) Sentence
1.
2.
3.
4.
5.
6.
7.
The following information shall be submitted on one sheet of white paper no less than
11x17 inches and no larger than 24x36 inches. The information must be legible and
reproducible. In addition to the paper document, an electronic file in PDF format may be
• submitted on compact disc (CD).
1) An accurate site plan and floor plan of the premises that clearly labels all the use of areas
on the premises, including (1) doors (2) entrances (3) windows (4) use of each area,
including (5) storage (6) cultivation areas (7) exterior lighting fixtures (8) security cameras
(9) restrooms (10) signage and (11) parking (including other tenant spaces if the MCCC is
proposed for a multi-tenant building site).
2) Photographs of the existing site that show the front, back and sides of the building,
lighting, parking, etc.
3) A security plan that includes the following:
a. Security cameras that have been installed and maintained in good working
condition, and used in an on-going manner with at least 240 continuous hours of
digitally recorded documentation in a format approved by the City Manager. Please
provide the number of security cameras and list the areas covered by each. The
areas to be covered by the security cameras include, but are not limited to (1) the
storage areas (2) cultivation areas (3) all doors (4) all windows, and (5) any other
areas as determined by the City Manager.
b. A reliable and commercial alarm system that is operated and monitored by a
lawfully operating security company or alarm business. Please provide the name
and contact information of the security camera monitoring company.
• C. Properly illuminated windows and doors that are in compliance with the City's
lighting standards regarding fixture type, wattage, illumination levels, shielding, etc.
(Applicants may be required to secure the necessary approvals and permits.)
987441.1
4) A copy of the deed, lease, contract, or other document governing the terms and conditions
• of occupancy of the MCCC.
5) Suitable evidence of proof of lawful presence or residence in the city of Palm Springs
(examples of this may include a copy of the applicant's current drivers license or a current
copy of a utility bill).
6) A notarized acknowledgement from the owner of the property, if the applicant is not the
owner, that a MCCC will be operated on his/her property.
7) A copy of the MCCC's articles of incorporation or articles of organization.
8) Evidence of authorization to do business as a non-profit within the State.
CERTIFICATIONS AND DECLARATIONS
1) 1 declare under penalty of perjury, under the laws of the State of California, that all statements
contained in this application and any accompanying documents is true and correct, with full
knowledge that all statements made in this application are subject to investigation and that any
false or dishonest answer to any question may be grounds for denial of the application or
subsequent revo a n of the permit.
Signature: Date: 0 y t
/ l
Signature: Date: :1 ''
•
2 1 expressly authorize the City Manager of the
City of Palm Springs to seek verification of the
information contained within this application, including but not limited to, a comprehensive review
of my background. I understand that this review may include verification of my personal social
security number, credit reports, current and previous residences, employment history, education
background, civil and criminal history records from any criminal justice agency in any or all
federal, state, cou urisdictions, driving records, birth records, and any, other public records.
Signature: Date:
Signature: Date: is°; f
3) 1 have received, read, reviewed, and understand all of the requirements of the City of Palm
Springs regarding the operation and management of medical cannabis cooperatives and
collectives in the City, including without limitation the provisions of Chapters 3.35 and 5.35 and
Section 93.23.15 of the Palm Springs Municipal Code, and I acknowledge that I am required to
fully comply with these provisions. I also acknowledge that failure to comply with any of these
requirements may subject me to administrative fines, criminal sanctions, and other penalties as
provided in the PaIM Springs Municipal Code, including suspension or termination of my permit
to operate a medi I c nnabis cooper i e or collective in the City
Signature: Date:
• Signature: Date:
987441.1
""M1 T
1EN11' NL TENA11l TENANT IENANT
IEfUNT rL t -
�_ 1 TENdN[ T[NANt M .'u f• y ��
IN D IAN OASIS
PALM SPRINGS, CALIFORNIA
• A
PFemium Retail Suites Available j
. Busy Crossley Road Location
• Rapidly Expanding Retail Area r
• Directly Adjacent to Wal-Mart Z o
• High Visibility Signage w w w w w ILI
618 N 1,3111,424 tA58 1,IB3 1,418 1,N6Easy Accessibility aw w w N, w
a
• Suites from 618 SF w 1
!�
. From $1.50 Gross Rent ' � �•'^' -. � o d.'.r+,.r� , i[ a i :CJ
. Handicap Bathrooms In Suites
. Ample Lighted Parking ] 37 44
. Basic Tenant Improvements
• Phase I of Larger Retail Center Q 15
NOIA INVESTMENTS, INC. Q
Oasis Plaza D
919 Crossley Road Q 9
Palm Springs,CA 92264
Phone: (760) 320-5737
Fax: (760) 320-5739 -
Pit. Email: Info@Noialnc.com
Web: www.Noialncxom CROSSLEY ROAD
www.lndianoasis.com
•
014 20140611_15W6.jpg
Woom
• .a
f.
a�
•
ht4m://m H.googIe.CorrJrrail/W0/?pli=IM nho#146a530ac95ce16c?projector=l
6i1612014 20140611_15�715.jpg
•
r
•
h"://mail.goog le.com/ ai IILVOrpli=VA nbo)d146a.52eft53113d4?projector=1 V1
6/16/2014 20140611_154952.1pg
r
i
e
1'
I.
•
https:/Imeil.google.corrVmail/ul"i=IlAribor4146a52da64c62e76?projector=l
111
1612014 20140611_154633;Fxj
r
y,a
-re
x:
u �r
yam+
'. k'
•
httP6://rr6l.google.corrYnail/LYW?pli=liRnho1d146a52P,95e8egpp6?prcyedp-1 111
6/16/2014 20140611_154549.1pg
4k
• 1
1"
x
https://mail.google.corTi( ail/uM/90i=1iM1nhoWl46a530lelcc253f?projector=1 ���
Palm Springs Natural Healing Center Inc.
903 - 913 Crossley Road
Palm Springs Ca. 92264
SECURITY PLAN
Objectives
. This security plan is our first. We will take a broad view of the security risks facing the
company and take prompt action to reduce our exposure.
Two main security threats will be addressed within this plan as well as several other basic
security measures that must be followed by all employees to ensure limitations in threats
and an overall goal ofzero tolerance to internal compromises of trust and honesty.
Confidentiality:
Because this document contains important security information, it is confidential.
Distribution or sharing with any outside vendor and or person not in the employ of
Palm Springs Natural Healing Center Inc.will result in immediate termination.
Security Layout:
Attached is our security layout and locations of all camera and other security aspects. It
is important for staff to be fully aware of all security aspects added for everyone's safety
Page 2 PS Natural Healing Center Inc. Security Plan
General Policies and Procedures:
Access:
Access to employee area shall ONLY be permitted by current employees of Palm Springs
Natural Healing Center Inc. or shall be escorted by C.E.O. or CF.O.. unauthorized entry by
third parties shall result in immediate termination by the violating employee.
Key access shall only be permitted by management and executive staff. No general line
staff member shall be granted key rights.
Alarm code access shall only be granted to management and executive staff.No general
line staff member shall be granted alarm code access.
• No staff member shall be permitted on site when not scheduled. Loitering or unnecessary
access into employee area when not currently working will result in disciplinary actions.
including but not limited to suspension and lortermination.
All "shop side" doors shall be closed at ALL TIMES. Access for exiting shall be
completed through front shop door only and rear exiting shall only be authorized through
management.
All employees must clock-in at the beginning of each shift as well as in and out for lunch
and final clock-out at the end of said shift.
Handling of Product:
Finished product shall only be handled by management and authorized sales staff. No
other staff shall handle or keep cannabis on their person while within the Palm
Springs Natural Healing Center Inc. grounds. Smoking any product on or within
40-feet from site will result in immediate termination and removal from Co-Op.
• Page 3 PS Natural Healing Center Inc. Security Plan
Finished product shall be audited and stored within the Palm Springs Natural Healing
Center Inc. safe room. Retail draws shall be given by management to retail sales staff at
the beginning of each shift. Daily and shift-end audits will be conducting by management
and said retail staff agent. Executive staff as well as third party accountant may audit all
product and sales data at anytime to ensure proper balance and limit any overages I under
counts.
Entry of Co-Op member into Sales Area:
All co-op members shall check-in at reception window and have all documentation
verified prior to each entry into our sales area. Authorizing staff shall inform sales staff
of patient prior to buzzing them through the "Man Trap". Once through the trap, sales
staff will go through the sales steps.
A maximum of Three (3) patients shall be permitted to the sales area. No more may be
authorized and excess patients will need to wait in the Waiting Area until space opens up.
"One sales staff member for each patient within the sales area. Maxim um of Three...
Vendor Procedures:
• All vendor purchases shall be directed to our retail manager and inventor control officer.
Manager will confirm all paperwork (recommendation) from vendor and contact three or
more references, should vendor be new to Palm Springs Natural Healing Center Inc.
Once paperwork is confirmed with doctor and references are checked. Manager shall
make a copy of vendor's driver's license as well as recommendation. Next manager
shall confirm that product strain is one in which our co-op need s. Manager shall
negotiate price and have vendor complete a company I-9 as well as a Vendor to
Collective Agreement; all of which shall be kept on storage (hard and soft) for 5-years.
Vendor shall become part of collective and then manager must contact with the
company C.E.O. or C.F.O. to confirm negotiated price, terms and product type
amount. Once secondary authorization has been completed, manager will schedule a
time for product to be delivered and sale to be completed.
Once meeting is formally scheduled, manager along with one executive team member
shall allow Vendor access through our staff front entry. directly into our manager's
office. Prior to entry into site, secondary on-site manager or staff member must have
video surveillance at all times and be in close proximity to panic button should something
go 'Wrong"
Page 4 PS Natural Healing Center Inc. Security Plan
Once within the manager's office, product will be weighed and inspected for quality
control. Once both are confirmed, sale will be completed and executive team member
will sign off on Vendor to Collective Agreement as well as purchase receipt. Vendor will
be escorted directly out of the facility and once door is secure, product will be brought
directly to safe room. Once in safe room, management along with secondary executive
team member will package product within safe, sign off on it into inventory and add to
our POS accounting software for inventory control. All documents will be given to
C.F.O. for audit procedures and proper filing.
Hold-Up Procedures:
Should any party threaten staff while within the site, with a weapon or verbally, staff
shall follow the following procedures to limit any chance of violence.
• 1 —First Rule, comply with threat. If they say open the doors and give me the product,
you must comply.
— if able, PUSH the silent panic alarm. This will inform the police that there is an
emergency and they will respond immediately.
3 —DO NOT try and subdue the threat. Comply and this will limit the chances for any
violence.Product isNOT worth your life.
4 —Even though you will be nervous, try and remember any detail about the threat that
you can, Height, Weight, Skin Color, any Scars, Hairstyle, Clothing, Tattoos, etc. Any
information that you can remember will help the police capture this person. You may
also be asked to identify this person in a line-up so any details will help this process.
5 —If a weapon is pointed at you... slowly put your hands up and repeat to the threat
... "Calm down .you can have anything you want". Do not make any sudden hand
movements and try and stay calm. Chances are, the threat is also nervous and you being
calm will help to make your threat calm as well and lower the odds of anything negative
happening.
Page 5 PS Natural Healing Center Inc. Security Plan
Security
We compared each computer against the checklist in the Security Guide for Small
Business. We also ran the MBSA. These actions produced the following results:
• Virus protection: Present on all three computers and updated quarterly.
• Spam-filtering software: Present on all three computers and updated quarterly.
• Firewall: We thought the ISP's router included a firewall, but it doesn`t; so. we
don't have one.
• Updates: Current on all three computers and updated quarterly.
• Passwords: Must be kept in safe room and not within sight of third parties.
• Proper staff shall only be authorized to have access to full files. Should an
employee be terminated or resign, all codes must be changed immediately.
Executive staff shall assign new passwords.
• Physical security: O'Lynn Security has been contracted as our security
monitoring service. Al I on-site cameras, motion detectors and other security
measures shall be checked on a quarterly basis for proper working condition and
general maintenance.
• Laptop computers: No laptops, outside of executive team shall be permitted on-
site.
• Wireless networking: Proper codes are in place and wireless is locked.
• Log Me In Service: This service allows remote access to all computers and video
server. These codes shall ONLY be permitted by Executive Team. Weekly
monitor reports shall be reviewed by management on activity and access. Should
a breach be detected then codes shall be changed immediately. Palm Springs
Police have been given access for emergency purposes ONLY.
• Backups: All data is backed up automatically on our company server. External
back-up is recommended within the next 30-days.
' 1725 S.Palm Canyon Rd.•Patin Springs,CA 92262-TEL 760.320.53D3 FAX 760.320.4743
�s d .�19•Agoura Hills,CA 91301 TEL BI6.707.4597 Fax 816.707b693
LI .#LA002283 D 249hInn
Monitoring Account No.
EXECUTIVE SECURITY c�ERVICE Dealer Name G• --
7 h C O R D O R A T r, D Dealer Address - r'�_�,,, ;�,.•r I: 1' rIN 5
• Dealer No.
COMMERCIAL ALARM SERVICES AGREEMENT 1,
THIS AGREEMENT is made and entered into this 1 I t' flavor A FA 20 1 7- by and between PSubscdber 1 S-^w�y Ho c-LiA i.;Aik`:t
_moo C.i rir A kX>«P _ located at(address) ck%v , C-V—,. A
—_—_�—__— (Cry r-1� _5
iSlate� (Zion �4�.'iia ' (Home phone) (Work shorrej
;he-Monitored Location.and the Dealer set forth above(Dealer).whose corporate off ices are located at the Dealer Address set forth above.
Dealer agrees to sell and instal the security alarm system(Ihe'Equlpmeni at the Monitored Location and 0 provide Mortaring Services and Maintenance Services,if
applicable icallectively.the'Servlces').as indicated bri and as more lulu'described herein.to Subscriber,and Subscriber agrees to pay Dealer the amounts summarized
Nice,upon and subject to the terms and conditions of this Agreement
�!! Billing Address if different from Monitored Locaiion'__�.
SERVICES TO BE PROVIDED(Check All BdaeS that Apply)
Ili Q !4 NITORING SERVICES MONTHLY RATE BILLMG FREQUENCY FORM OF PAYMENT
5 —_. N WNTHLY 71NVOICING
S J OUARTERLY
*24-HOUR TEST ............... 5 AUTOMATIC CHECKING ACCOUNT DEBIT`
g -. JOTHER: Jt latlach VOID spy M chack)
J GUARD RESPONSE._........... $
J FIRE MONITORING....._._._ . $ J AUTOMATIC CREDIT CARD CHARGE'
J DO SUPERVISED MONITORING. s ]VISA J Mastercard J Discover
ONITOPIVG. _..._._ 9
'..�.._1-;AP E6C• '... ........ ]OTHER'
J.ACTAITY REPORTS..........._. S
Weeky__ MdmM�__ `This ton of payment may NOT be charged
J OTHER: ' by Sudscnber it.,the term of the agreement.
MAINTENANCE SERVICES $ _ - .__��------
(s OF DEVICES ; Fre_ enc
JMAINTENA.C� _. _....__ S _ (i01'0EVICES._.. Frequency___
J HIRE IasPEcnWN... _..._..... s
J ELR;_ARv s plus any applicable taxes and permit fees
• PU SE AMOUNT _
DOWNPAYMENT g a.`IAI.ET'G BALANCE DUE S " � ^•� _
CHECK N0. _
UPON INSTALLATION
PLUS APPLICABLE TAXES
AND PERMIT FEES
See Attached Schedule of Equipment,N Applicable,for Terms and Constraints of Purchase
1.TERMS OF AGREEMENT
a. The in ual term of His Agreement shall rid hired Du years(IN'Insial Tenn'1.Dealer's(Argued to provide Monitoring and,'or Maintenance Services sl Subscriber's obligation to -
pay for Rose lees for the Services shad terrifies.on as day Ihst Dealer oonnema the Equipment to a mot er station am a aelislacory tern send;from sudr Equipment is recaNed.THIS
AGREEMENT WILL AUTOMATICALLY CONTINUE FOR SUCCESSIVE ONE-YEAR RENEWAL TERMS(Ne'Rerni Temr 1 UNLESS SUBSCRIBER OR DEALER,GIVES WRITTEN NOTICE
!'idlCEll-ION AT:EAST THIRTY qai DAYS PRIOR TO THE END OF THE INMAL OR ANY RENEWAL TERM.
:;ea_, ta,t,.e,yhl:orh S,bscrbe'lor.nc drHal costs hei W each sine Services ciwsen ev Su ,iterdunr,led lhreit Tern nJ.,Renewal Term.Cosa shall have;ne
ngr;and.a!h;c rcteasel:ne s:edged Icr"ervue5 ait,the ors;yearofthe finnan Termor our;,any Renewal Term Winndt prgr)Ghee lit Suosnrber.
SUBSCRIBER ACKNOWLEDGES THAT IF THE 410NE SERVICE B DISCONNECTED IN MY MANNER WHATSOEVER.OR NOT WORKING FOR ANY REASON.ALARM SIGNALS CANNOT
BE TRANSMITTED TO A CENTRAL STATION OR TO AN OUTSIDE MONITORING FACILITY IF APPLICABLE(SEE PARAGRAPH 2 FOR MORE DETAILS).SUBSCRIBER
ACKNOWLEDGES THAT ADDITIONAL PROTECTION'NAS MADE AVAILABLE TO SUBSCRIBER AND DECLINED.
CREDIT INFORMATION
By the Subscriber s authorized signature below.Subscriber authorized Dealer or any of Its representatives or employees to request and obtain credit history
tram a credit bureau or other agency providing credit information,and that said eased bureau or other sandy has Subscriber's permission to Makers this credit Infarma-
lion to Deale,its representaBves or employees.
SUBSCRIBER REPRESENTS AND WARRANTS 70 DEALER THAT SUBSCRIBER HAS READ ALL CIE THE TERMS AND CONDITIONS HEREIN INCLUDING THOSE CN THE
REVERSE SIDE HEREOF(INCLUDING THE LIMITATION OF LIABIUTY AND LIQUIDATED OAMN31t i.AND ALL OF THE TERMS AND CONDITIONS WHICH ARE PRINTED ON THE
DOCUMENTS ATTACHED TO THIS AGREEMENT BEFORE EXECUTING THIS AGREEMENT THE ENTIRE AGREEMENT BETWEEN THE PARTIES CONSISTS OF THIS AGREEMENT
AND ALL APPLICABLE ATTACHMENTS WHICH TOGETHER SUPERSEDE ANY AND ALL OTHER AGREEMENTS,UNDERSTANDINGS,ADVERTISEMENTS OR REPRESENTATIONS IN
CONNECTION WITH THE SERVICES TO BE PROVIDED HEREIN.
Accepted and Copy Received by;
Bobscribx's Name(Rpm Prim) Social Sacutlry No.
I f 1 1'L
is a Dap SUEacriber'a Sgnhture - Data
Subscriber's Xame lPlem Print) ---- - _ -- Socal SecuriM No.
(,*a
Oakabindina upon Dealer until sigmd by an Authorized Dassr Representative.Dealer has no responsibility for monilodng servlca,until all permits required
DEALER USE ONLY
aGCOUNT 7`rPE ENTERED BY COMMUNICATION DATE AUDITED BY _
ASSIGNEES COPY Rev.+;0'.
�1 OLINN-1 OP ID:EI
,a►tc�oRv CERTIFICATE OF LIABILITY INSURANCE
03/07/13
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
• BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to
the terms and conditions of the policy,certain policies may require an endorsement. A statement on this Certificate does not confer rights to the
certificate holder in lieu of such endorsements.
PRODUCER 916-630.8643 CONTACT
Brown&Brown Insurance 800-783-0083 PHONE F"
Brokers of Sacramento Inc. No Eat: ac Na
P.O.Box 619043 Lic#OH38004 ADDRESS.
CA 95661.9043
INSURER(Sl AFFORDING COVERAGE NAIL k
INSURER A:Everest Indemnity Ins Co
INSURED O'Linn Executive Security INSURERS:
Alarm Services Inc.
+t 30423 CANWOOD ST#133 INSURER C:
AGOURA HILLS, CA 91301 INSURERD:
INSURER E
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES Of INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS ANu CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
ILTR TYPE OF INSURANCE A POLICY NUMBER IMID DYE F MMN yyY LIMITS
GENERAL LIABILITY
EACH OCCURRENCE $ 1,000,01
A X COMMERCIAL GENERAL LIABILITY X 51GL006052137 02/01/13 02/01/14 PREMISES Ea ocwnenrs $ 50,01
CLAIMS-MADE FAV7OCCUR MED EXP(A ono person) $ 5,01
PERSONAL B ADV INJURY $ 1,000,04
GENERALAGGREGATE S 2,000,04
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG S 1,000.01
X I POLICY PRO- LOC S
• AUTOMOBILE LABILITY MBINED SINGLE EllIT
Eo acddeM
ANY AUTO BODILY INJURY(Per person) S
ALL OWNED SCHEDULED '
AUTOS AUTOS BODILY INJURY(Par accident) S
HIREDAUTOS NO,
PROPERTY DAMAGE
AUTOS IPerndd"O S
S
UMBRELLA LIAR OCCUR EACH OCCURRENCE f _
EXCESS LAB CLAIMS-MADE AGGREGATE f
DED I I RETENTION
E
WORKERS COMPENSATION WCSTATU- OTK
ANDEMPLOYERS'LAIMM YINIE
MTS1ANY PROPRIETORIPARTNEPoFXECUTNE EL EACH ACCIDENT E
OFFICERNEMBER EXCLUDED? NIA
(ManMtory N NH)
under EL.DISEASE-EA EMPLOYEE S
ya tlaary
DESCRIPTION OF OPERATIONS W. E.L.DISEASE-POLICY LIMIT E
DESCAB"'ON OFOPERATIONSILOCATIONSIVEHICLES IAIMEh ACORDID1,AddMomi Remuas Scl Ws,ll MOMapacslsreq.1r I
Certificate holder is Included as an Additional Insured under Commercial
General Liability policy per endorsement ECG 20 596 Od 12 subact to a
written contract between the Named Insured and the Additional insured.
Sample endorsement attached."Subject to company approval.
CERTIFICATE HOLDER CANCELLATION
CANNAHE
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Canna Help THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
913 Crossley Road ACCORDANCE WITH THE POLICY PROVISIONS.
Palm Springs,CA 92264-0659 AUTHORED REPRESENTATIVE
®1988-2010 ACORD CORPORATION. All rights reserved.
ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD
• 1 Stacy Hochanadel Exercise Option to Extend my lease for
Three More Years for suites 903 905 907 909 911 and suite 913
�i
-�o iY
• AIR COMMERCIAL REAL ESTATE ASSOCIATION
STANDARD RETAIUMULTI-TENANT LEASE - NET
1. Basic Provisions("Basic Provisions").
1.1 Parties: This Lease("Lease"),dated for reference purposes only DECEMBER 15 2011
is made by and between NOIA BUILDING L.P.
l"lessor")
and STACY ROBERT HOCHANADEL
("lessee")
(collectively the"Parties",or individually a"Party").
1.2 Premises: That certain portion of the Shopping Center(as defined below),including all improvements therein or to be provided by
Lessor under the tams of this tease,commonly known by the street address of Units 903 thru 913
located in the City of Palm Springs ,County of Rivreside ,State of
California ,with zip code 92264 ,as outlined on Exhibit A attached hereto('Premises')
and generally described as(describe briefly the nature of the.Premises):Adjacent ground level units containing
approximatley 8490 SF more or less
In addition to Lessee's rights to use and occupy the Premises as hereinafter specified. Lessee shall have nonexciushre rights to the Common Areas
(as defined in Paragraph 2.7 below)as hereinafter specified, but shall not have any rights to the roof, exterior walls or utddy raceways of the building
containing the Premises('Building")or to any other buildings in the Shopping Center. The Premises and the Building are situated within the Shopping
Center known as Indian Oasis Plaza The Premises,the Building,
the Common Areas and all other buildings and improvements within said Shopping Center, together with the land upon which they are located, are
herein collectively referred to as the"Shopping Canter." (See also Paragraph 2)
1.3 Term: Two years and Zero months("Original Term")
commencing Februrary 1, 2012 ("CommencementDate'j and ending April 31, 2014
("Expiration Date"). (See also Paragraph 3)
1.4 Early Possession: December 15, 2011 ("Early Possession Date"). (See also Paragraphs 3.2 and 3.3)
1.5 Base Rent: $ 12,000.00 per month(Base Rent"),payable on the First day
day of each month commencing February, 2012 (See also Paragraph 4)
0 if this box is checked,there are provisions in this Lease for the Base Rent to be adjusted.
1.6 Percentage Rent Rate: N/A percent (__N/A %) of Gross Sales. Percentage
Rent shall be due and payable in accordance with the provisions of the Percentage Rent Addendum,if any,attached hereto and made a part hereof,
and Paragraph 4 hereof.
1.7 Lessee's Share of Common Area Operating Expenses: —0— except for water percent( 0.00%)
("Lessee's Share")-
1.8 Merchants' Association Annual Dues: $ N/A per year ("Merchants' Association Dues").
Lessee shall pay Merchants' Association Dues andfor became a member of the Merchants' Association in accordance with the provisions of the
Merchants'Association Addendum,if any,attached hereto.
1.9 Base Rent and Other Mordes Paid Upon Execution:
(a) Base Rent $ for the period
(b) Common Area Operating Expenses: $ for the period
(c) Securny Deposit $ 12,000.Op ("Security Deposit"). (See also Paragraph 5)
(d) Merchants'Association Dues: $ for the period
(a) Other. $ for
(0 Total Due Upon Execution of this Lease: $
1.10 Agreed Use: Herber Store and growing area under City and State Conditions for
this use.
(See also Paragraph 6)
1.11 Agreed Trade Name: Cannahelp Corporation (See also Paragraph 6)
1.12 Insuring Party. Lessor is the"Insuring Party". (See also Paragraph 8)
1.13 Real Estate Brokers: (See also Paragraph 15)
(a) Representation: The following real estate brokers (the"Brokers")and brokerage relationships exist in this transaction
(check applicable boxes):
❑ n/a represents Lessor exclusively("Lessor's Broker);
❑ n/a represents Lessee exclusively("Lessee's Broken;or
❑ n/a represents both Lessor and Lessee CDual Agency").
(b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, lessor shall pay to the Brokers the
brokerage fee agreed to in a separate written agreement(or If there Is no such agreement,the sum of n/a or %of the
total Base Rent)for the brokerage services rendered by the Brokers.
1.14 Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by
("Guarantor. (Sea also Paragraph 37)
1 A 5 Attachments. Attached hereto are the following,all of which constitute a part of this Lease:
0 an-arlaendum addenda consisting of Paragraphs_ through
0 a site plan marked Exhibit A ,depicting the Premises;
❑ a site plan marked Exhibit ,depicting the Shopping Center,
0 a current set of Rules and Regulations for the Shopping Center,
❑ a current set of the Sign Criteria for the Shopping Center, f
❑ a work letter,
❑ other(specify): Other regulation exhibitis
PAGE 1 OF 15
INITIALS / INITIALS
02003-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM RMTN-2,103E
• •
2. Premises.
2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term,at the rental,and
upon all of the terms,covenants and conditions set forth in this Lease. Unless otherwise provided herein,any statement of size set forth in this Lease,
or that may have been used In calculating Rent, is an approximation which the Parties agree is reasonable and any payments based thereon are not
subject to revision whether or not the actual size is more or less.NOTE:Lessee is advised to verify the actual adze prior to executing this lease.
22 Condition. Lessor shall deliver the Premises to Lessee broom clean and free of debris on the Commencement Date or the Early
Possession Date,whichever first occurs("Start Date"),and,so long as the required service contracts described in Paragraph 7.1(b)below are obtained
by Lessee and in affect within 30 days following the Start Date,warrants that the existing electrical,plumbing,fire sprinkler,lighting,heating,ventilating
and air conditioning systems ("HVAC'), loading doors, if any, and all other such elements in the Premises, other than those construed by Lessee,
stall be in good operating condition on said date and that the structural elements of the roof,bearing walls and foundation of the Premises shag be free
of material defects,and that the Premises do not contain hazardous levels of any mokd or fungi defined as toxic under applicable state or federal law. If
a non-compliance with such warranty exists as of the Start Date,or if one of such systems or elements should malfunction or fall within the appropriate
warranty period,Lessor shall,as Lessor's sole obligation with respect to such matter,except as otherwise provided in this Lease,promptly after receipt
of written notice from Lessee setting forth with specificity the nature and extend of such noncompliance,malfunction or failure,rectiy,same at Lessor's
expense. The warranty periods shall be as follows: (1)6 months as to the HVAC systems, and (h)30 days as to the remaining systems and other
elements of the Premises. If Lessee does not.give Lessor the required notice within the appropriate warranty period, correction of any such
non-compliance, malfunction or failure shad be the obligation of Lessee at Lessee's sole cost and expense(except for the repairs to the fire sprinkler
systems,roof,foundations,and/or bearing wails).
2.3 Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises and the Common Areas comply
with the building codes that were in effect at the time that each such improvement,or portion thereof,was constructed,and also with all applicable laws,
covenants or restrictions of record,regulations,and ordinances in effect on the Start Date("Applicable Requirements"). Said warranty does not apply
to the use to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar laws as a
result of Lessee's use(see Paragraph 50),or to any Alterations or Utility Installations(as defined in Paragraph 7.3(a))made or to be made by Lessee.
NOTE: Lessee Is responsible for determining whether or not the Applicable Requirements, and especially the zoning, are appropriate for
Lessee's intended use,and acknowledges that past uses of the Promises may no longer be alloared. If the Premises do not comply with said
warranty, Lessor shall, except as otherwise provided,promptly after receipt of written notice from Lessee setting forth with specificity the nature and
extent of such non-compliance, rectify the same at Lessors expense. If Lessee does not give Lessor written notice of a noncompliance with this
warranty within 6 months following the Start Date, correction of that noncompliance shall be the obligation of Lessee at Lessee's sole cost and
expense. If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an
alteration of the Premises andfor Building, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the
Premises andfor Building("Capital ExpenditWre"),Lessor and Lessee shall allocate the cost of such work as follows:
(a) Subject to Paragraph 2.3(c)below,If such Capital Expenditures are required as a result of the specific and unique use of
the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof,provided, however that If
such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lessee may instead
terminate this Lease unless Lessor notifies Lessee,in writing,within 10 days after receipt of Lessee's termination notice that Lessor has elected to pay
the difference between the actual cost thereof and the amount equal to 6 months'Base Rent If Lessee elects:termination, Lessee shaft immediately
cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90
days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without
commencing such Capital Expenditure.
(b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as,
governmentally mandated seismic modifications),then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay,each
month during the remainder of the term of this Lease,on the date that on which the Base Rent is due,an amount equal to 144th of the portion of such
costs reasonably attributable to the Premises. Lessee shall pay Interest on the balance but may prepay its obligation at arty time. If, however, such
Capital Expenditure is required during the last 2 years Of this Lease Or if Lessor reasonably detemhines that it Is not economically feasible to pay Its
share thereof.Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor,in writing,
within 10 days after receipt of Lessors termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate,and
fails to tender its share Of any such Capital Expenditure, Lessee may advance such funds and deduct same,with Interest, from Rent until Lessors
share of such costs have been fully paid. If Lessee is unable to finance Lessors share,or if the balance of the Rent due and payable for the remainder
of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written
notice to Lessor
(c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary,
unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed
change in use, change in Intensity of use, or modification to the Premises then, and in that event, Lessee shall either. (i) immediately cease such
changed use or intensity of use andfor take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or(h)
complete such Capital Expenditure at Its own expense.Lessee shall not have any right to terminate this Lease.
2.4 Acknowledgements. Lessee acknowledges that (a)it has been advised by Lessor and/or Brokers to safety itself with respect to
the condition of the Premises (including but not limited to the electrical, WAD and fire sprinkler systems, security, environmental aspects, and
compliance with Applicable Requirements and the Americans with Disabilities Act),and their suitability for Lessee's intended use,(b)Lessee has made
such investigation as it deans necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of
the Premises, and (c) neither Lessor. Lessor's agents, nor Brokers have made any oral or written representations or warranties with respect to said
matters other than as set font In this Lease. In addition,Lessor acknowledges that:()Brokers have made no representations,promises or warranties
conceming Lessee's ability to honor the Lease or suitability to occupy the Premises,and(i)it is Lessors sole responsibility to investigate the financial
capability andfor suitability of all proposed tenants.
2.5 Lessee as Prior OwneHOccupant The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately
prior to the Start Date Lessee was the Owner or occupant of the Premises. In such event, Lessee shall be responsible for arty necessary corrective
work.
2-6 Vehicle Parking. Lessee shall not use and shall not permit its employees to use any parking spaces in the Shopping Center
except for parking by vehicles that are no larger than full-size passenger automobiles or pick-up trucks, herein called "Permitted Size Vehicles."
Lessee shall permit its employees to only occupy those parking spaces, If any,as depicted as employee parking spaces on the Shopping Center site
plan. Lessor may regulate the loading and unloading of vehicles by adopting Rules and Regulations as provided in Paragraph 2.9. No vehicles other
than Permitted Size Vehicles maybe parked in the Common Area without the pdorwdtten permission of Lessor. In addition:
(a) Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or lessee's employees,
suppliers,shippers,contractors or invitees to be loaded,unloaded,or parked in areas other than those designated by Lessor for such activities.
(b) Lessee shall not service or store arty vehicles in the Common Areas.
(c) If Lessee permits or allows any of the prohibited akrtivhiss described in this Paragraph 2.6. then Lessor shag have the
right,without notice,in addition to such other rights and remedies that it may have,to remove or tow away the vehicle involved and charge the cost to
Lessee,which cost shall be immediately payable upon demand by Lessor.
2.7 Common Areas-Definition. The term"Common Ares"is defined as all areas and facilities Outside the Premises and within the
exterior boundary line of the Shopping Center and interior utifity raceways and Installations within the Premises that are provided and designated by the
Lessor from time to time for the general non-exclusive use of Lessor,Lessee and other tenants of the Shopping Center and their respective employees,
suppliers, shippers, customers, contractors and invitees, including parking areas, loading and unloading areas, trash areas, roadways, walkways,
driveways and landscaped areas.
2.8 Common Areas-Lesssies Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers,
contractors, customers and invitees, during the term of this Lease, the non-exclusive right to use, in common with others entitled to such use, the
Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under the
terms of any rules and regulations or restrictions governing the use of the Shopping Center. Under no circumstances shall the right herein granted to
use the Common Areas be deemed to include the right to store any property,temporarily or permanently.In the Common Areas,nor the right to display
merchandise or conduct sales In the Common Areas. Any such storage,display or sales shag be permitted only by the prior written consent of Lessor
Or lessors designated agent,as exercised in Lessors sole discretion,which consent may be revoked at any time. In the event that any unauthoraed
storage or displays shall occur then Lessor shall have the right,without notice,in addition to such other rights and remedies that it may have,to remove
the Property and charge the cost to Lessee,which cost shall be immediately payable upon demand by Lessor.
2.9 Common Areas-Rules and Regulations. Lessor or such other person(s)as Lessor may appoint shall have the exclusive control
—a. •�• _ PAGE.2 OF 15
INITIALS
INITIALS
0=3-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM RMTN-2-3MGE
regulations("Rules and Regulations')for the management,safety,pre,and cleanliness of the grounds,the parking and unloading of vehicles and the
preservation of good order, as well as for the convenience of other occupants or tenants of the Building and the Shopping Center and their invitees.
Lessee agrees to abide by and conform to all such Rules and Regulations, and shall use its best efforts to cause its employees, suppliers,shippers,
customers, contractors and invitees to so abide and conform. Lessor shall not be responsible to Lessee for the non-compliance with said Rules and
Regulations by other tenants of the Project.
2-10 Common Areas-Changes. Lessor shall have the right,In Lessor's sole discretion,from time to time:
(a) To make changes or additions to the Common Areas, including,without limitation, changes in the location,sirs, shape
and number of driveways, entrances, packing spaces,.packing areas, loading and unloading areas, ingress, egress, direction of traffic, elevations,
landscaped areas,signage,walkways and utility raceways;
(b) To use and dose temporarily any of the Common Areas for the purpose of maintaining, repairing and aftering the
Shopping Center, so long as reasonable access to the Premises remains available, and to dose temporarily any of the Common Areas to whatever
extent is required in the opinion of Lessor's counsel to prevent a dedication of or the accrual of any rights of any persons or of the public to any of the
Common Areas;
(c) To designate other land outside the boundaries of the Shopping Center to be a part of the Common Areas or to be
entitled to use the Common Areas on a reciprocal basis;
(d) To add additional buildings and improvements to the Common Areas;and
(a) To do and perform such other ads and make such other changes in, to or with respect to the Common Areas and
Shopping Center as Lessor may,in the exercise of sound business judgment,deem to be appropriate.
2.11 Common Areas-Promotional Events;Sidewalk Sales. Lessor reserves the right,from time to time,in Lessors sole discretion,
to utilize portions of the Common Areas for promotional events,which may Include but shall not be limited to entertainment Lessor further reserves the
right,in Lessors sole discretion,to permit any one or more tenants of the Shopping Center to conduct the display and/or sale of merchandise from the
sidewalks immediately adjacent to such tenants'respective premises.
2.72 Common Areas - Remodeling. At any time during the Term, Lessor may remodel or expand, in any manner, the existing
Shopping Center, which work may include, without limitation, the addition of shops and/or new buildings to the Shopping Center (collectively,
"Remodeled Center'. If Lessor deems it necessary for construction personnel to enter the Premises in order to construct the Remodeled Center,
Lessor shall give Lessee no less than 60 days prior notice and Lessee shall allow such entry. Lessor shall use reasonable efforts to complete any work
affecting the Premises in an efficient manner so as not to interfere unreason"with Lessee's business. Lessee shall not be entitled to any damages
for any inconvenience or any disruption to Lessee's business caused by such work;provided,however,the Base Rent paid by Lessee for the period of
the inconvenience shall be abated in proportion to the degree that Lessee's use of the Premises is impaired. Lessor shall have the right to use portions
of the Premises to accommodate any structures required for the Remodeled Center,provided that If as a result thereof there is a permanent decrease
in the floor area of the Premises of 3%or more,there shall be a proportionate downward adjustment of Base Rent and Lessee's Share.
3. Term.
3.1 Term. The Commencement Date,Expiration Date and Original Tenn of this Lease are as specified in Paragraph 1.3.
31 Early Possession. If an Early Possession Date has been specified in Paragraph 1A the Parties intend that lessee shag have
access to the Premises as of the Early Possession Date for purposes of preparing and f xturizing the Premises for the conduct of Lessee's business. If
Lessee totally or partially occupies the Premises prior to the Commencement Date for any reason(and for purposes hereof,"occupancy'shag include,
without limitation, Lessee's entry onto the Premises for purposes of preparing and fixturtzing the Premises for business),the obligation to pay Base
Rent and Percentage Rent shall be abated for the period of such early possession. All other terms of this Lease(including but not limited to Lessee's
obligations to carry insurance and to maintain the Premises)shall be in effect during such period,except that Lessee's obligation to pay Lessee's Share
of Common Area Operating Expenses, Real Property Taxes and insurance premiums shall only be in effect prior to the Commencement Date if Lessee
has opened for business in the Premises prior to the Commencement Date. Any such early possession shag not affect the Expiration Date.
3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to
Lessee by the Start Date. If,despite said efforts,Lessor is unable to deliver possession as agreed.Lessor shall not be subject to any liability therefor,
nor shall such failure affect the validity of this Lease or change the Expiration Date.Lessee shag not, however,be obligated to pay Red or perform its
other obligations unfit Lessor delivers possession of the Premises and any period of rent abatement that lessee would otherwise have enjoyed shall run
from the date of the delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed,but minus arry days of delay
caused by the ads or omissions of Lessee.If possession is not delivered within 60 days after the Commencement Date, Lessee may,at its option,by
notice in writing within 10 days after the end of such 60 day period,cancel this Lease,in which event the Parties shall be discharged from all obligations
hereunder. if such written notice is not received by Lessor within said 10 day period, Lessee's right to cancel shag terminate. Except as otherwise
provided,if possession is not tendered to Lessee by the Commencement Date and Lessee does not terminate this Lease,as aforesaid,any period of
rent abatement that Lessee would otherwise have enjoyed shall run from the dale of delivery of possession and continue fora period equal a what
Lessee would otherwise have enjoyed under the terms hereof,but minus any days of delay caused by the ads or omissions of Lessee. tt possession
of the Premises is not delivered within 4 months after the Commencement Date, this Lease shag terminate unless other of agreements are reached
between Lessor and Lessee,in writing.
3.4 Lessee Compliance. Lessor shall not be required to tender possession of the Premises to Lessee until Lessee complies with its
obligation to provide evidence of Insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shag be required to perform all of its
obligations under this Lease from and after the Start Date, including the payment of item, notwithstanding Lessors election to withhold possession
pending receipt of such evidence of insurance. Further,if Lessee is required to perform any other conditions prior to or concurrent with the Start Date,
the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied.
4. Rent.
4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit)are
deemed to be rent("Renr).
4.2 Common Area Operating Expenses. Lessee shall pay to Lessor during the term hereof. In addition to the Base Rent and, I
applicable, Percentage Rent, Lessee's Share(as spedfied in Paragraph 1.7)of all Common Area Operating Expenses,as hereinafter dented,during
each calendar year of the term of this Lease,in accordance with the following provisions:
(a) "Common Area Operating Expenses"are defined,for purposes of this Lease,as all costs incurred by Lessor relating to
the ownership and operation of the Shopping Center,including,but not limited to,the following:
(d) The operation, repair and maintenance, in neat clean, good order and condition, and replacement as
reasonably necessary,ofthe following:
(as) The Common Areas and Common Area improvements, including parking areas, loading and
unloading areas,trash areas,roadways,parkways,walkways,driveways,landscaped areas, parking lot striping,bumpers,Irrigation systems,Common
Area lighting facilities,fences and gates,elevators,roofs,and roof drainage systems.
(bb) Exterior signs and any tenant directories.
(CC) Any fire detection and/or sprinkler systems.
the Common Areas. (dd) Common electrical, plumbing and other utilities servicing any building in the Shopping Center and/or
metered. (10 The cost of water,gas,electricity and telephone to service the Common Areas and any utilities not separately
(RD The cost of trash disposal, pest control services, property management (including, but not be limited to, a
property management fee to Lessor equal to 5%of Base Rent and Percentage Rent,security services,and the costs of any environmental inspections.
(Iv) Reserves set aside for equipment,maintenance, repair and replacement of Common Areas.
(v) Real Property Taxes(as defined In Paragraph 10).
(v] The cost of the premiums for the insurance maintained by Lessor pursuant to Paragraph a.
Nil) Any deductible portion of an insured loss concerning the Building or the Common Areas.
(vifi) Auditors',accountants'and atiomeys'ices and costs rotated to the operation of the Shopping Center.
(a) The cost of any capital improvement to the Building or the Shopping Center not covered under the provisions of
Paragraph 2.3; provided, however,that Lessor shall allocate the cost of any such capital improvement over a 12 year period and Lessee shall not be
required to pay more than Lessee's Share of 1/144th of the cost of such capital improvement in any given month.
(x) The cast of any other services to be provided by Lessor that are stated elsewhere in this Lease to be a
Common Area Operating Expense.
A (b) If Lessor determines that the method of proration of any item included within Common Area Operating Expenses is
PAGE 3 OF 15 S�
INITIALS
INITIALS
GM-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM RMTN-23/O6E
rroperry, hexer mat are speanlCaay annnuranle to the Premises, the Building or to any other premises or building in the Shopping Center or to the
operation, repair and maintenance thereof shall be allocated entirety to such premises or building. However, any Common Area Operating Expenses
and Real Property Taxes mat are not specifically attributable to any premises or building or to the operation,repair and maintenance thereof shall be
equitably allocated by Lessor to all buildings in the Shopping Center.
(C) The inclusion of the Improvements,facilities and services set form in Subparagraph 42(a)shall not be deemed to impose
an obligation upon Lessor to either have said improvements or facilities or to provide those services unless the Shopping Center already has the same,
Lessor already provides the services,or Lessor has agreed elsewhere in this Lease to provide the same or some of them.
(d) Lessee's Share of Common Area Operating Expenses is payable monthly an the same day as the Base Rent is due
hereunder. The amount of such payments shall be based on Lessors estimate of the annual Common Area Operating Expanses. Common Area
Operating bpanses shall be fixed A$OZ5 per ertuara foot for the 2007 caleMer year.Commencing January 1.2W5.the Common Area Operating Expenses Shall Ica
equal to the Tenant a prorated share of the actual Common Area Operating EVensae. Common Area Operating Expanses shall comments when Tenant takes
possession notvdu,etanding that rant dove mat commence for 30 days. Within 60 days after written request(but not more than Once each year)Lessor shall
deliver to Lessee a reasonably detailed statement showing Lessee's Share of the actual Common Area Operating Expenses incurred during the
preceding year. If Lessee's payments during such year exceed Lessee's Share,Lessor shall credit the amount of such over-payment against Lessee's
future payments. If Lessee's payments during such year were less than Lessee's Share,Lessee shall pay to Lessor the amount of the deficiency within
10 days after delivery by Lessor to Lessee of the statement.
(a) If there are one or more Major Tenants(as hereinafter defined)within the Shopping Center,then at Lessor's soli option,
the amount to be reimbursed by such Major Tenants to Lessor for all or a portion of the Common Area Operating Expenses may be determined by
altemative equitable methods(e.g.,a Major Tenant may pay directly for its own security) and the actual amount paid by such Major Tenants shall be
credited against the Common Area Operating Expenses allocated to other tenants of the Shopping Center,provided, however, that in such event the
rentable area of the buildings leased to such Major Tenants shall be excluded from the rentable area of the Shopping Center for purposes of
determining Lessee's Share of Common Area Operating Expenses for those specific items,notwithstanding the percentage set forth in Paragraph 1.7.
As used herein,the term"Major Tenant'shall mean a tenant leasing at West 15,000 square feet of rentable area within the Shopping Center.
(f) Common Area Operating Expenses shall not include any expenses paid by any tenant directly to third parties, or as to
which Lessor is otherwise reimbursed by any third party,Other tenant,or insurance proceeds.
4.3 Payment Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United Stales,without offset or
deduction(except as specifically permitted in this Lease),on or before the day on which it is due.All monetary amounts shall be rounded to the nearest
whole dollar. In the event that any invoice prepared by Lessor Is inaccurate such Inaccuracy shall not constitute a waiver and Lessee shag be obligated
to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated
based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or
place as Lessor may from time to time designate in writing. Acceptance of a payment which Is less than the amount then due shag not be a waiver of
Lessors rights to the balance of such Rent, regardless of Lessors endorsement of any check so stating. In the evert that any check,draft, or other
instrument of payment given by Lessee.to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of$25 in addition to any Late
Charge and Lessor, at its option, may require all future Rent be paid by cashier's check. Payments will be applied first to accrued late charges and
attorney's fees, second to accrued interest, then to Base Rent and Common Area Operating Expenses, and any remaining amount to any other
outstanding charges or costs.
5. Security Deposit Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee's faithful performance
of Its obligations under this Lease. If Lessee fails to pay Rent.or otherwise Defaufis under this Lease,Lessor may use,apply or retain all or any portion
of said Security Deposit for the payment of any amount due already due Lessor, for Rents which will be due in the future, and/or to reimburse or
compensate Lessor for any liability,expense,..loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or lies all or any
y
portion of the Security Deposit, Lessee shall within 10 days after written request therefor deposit monies with Lessor sufficient to restore said Security
Deposit to the full amount required by this Laws. If the Base Rent increases during the term of this Lease, Lessee shall, upon written request from
Lessor, deposit additional monies with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to the
increased Base Rent as the Initial Security Deposit bore to the initial Base Rent Should the Agreed Use be amended to accommodate a material
change In the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the
extent necessary, in Lassoes reasonable judgment,to account for any Increased wear and tear that the Premises may suffer as a resuit thereof. If a
change in control of Lessee occurs during this Lease and following such change the financial condition of Lessee Is, in Lessor's reasonable judgment,
significantly reduced. Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a
commercially reasonable Level based on such change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its
general accounts.Within 90 days after the expiration or termination of this Lease, Lessor shall return that portion of the Security Deposit not used or
applied by Lessor.No part of the Security Deposit shag be considered to be held in trust,to bear interest or to be prepayment for any monies to be paid
by Lessee under this Lease.
6. Use.
6.1 Use.
(a) Agreed Use: Agreed Trade Name. Lessee shag use and occupy the Premises only for the Agreed Use, and for no
other purpose,and Lessee shall operate at the Premises only under the Agreed Trade Name and under no other trade name. Lessee shall not use or
permit the use of the Premises in a manner that is unlawful, creates damage,waste or a nuisance,or that disturbs occupants of or causes damage to
neighboring premises or properties. Other than guide,signal and seeing eye dogs,Lessee shall net keep or allow in the Premises any pets,animals,
birds,fish,or reptiles.Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use,so long as
the same will not impair the structural integrity of the improvement on the Premises or the mechanical or electrical systems therein, and/or is not
significantly more burdensome to the Premises, and/or is not In conflict with or incompatible with the existing or proposed uses (whether or not
exclusive) of other occupants of the Shopping Center. Lessor shall not unreasonably withhold or delay its consent to any written request for a
modification of the Agreed Trade Name,so long as the same is not in conflict with or Incompatible with the nature and character of the Shopping Center
or other existing or proposed uses of Omer occupants Of the Shopping Center. If Lessor sleds to withhold consent, Lessor shall within 7 days after
such request give written notification of same,which notice shall include an explanation of Lassoes objections to the change in the Agreed Use and/or
Agreed Trade Name.
(b) Continuous Operation. Lessee shall continuously 0) operate and conduct the Agreed Use under the Agreed Trade
Name within the entire Premises in a reputable manner and in conformity with Industry standards of practice prevailing in the field of business among
merchants engaged in the same or similar business in the city in which the Premises are located.(ii)staff the Premises with sufficient sales personnel,
stock the Premises with adequate merchandise and exercise sound business practices so as to maximize Gross Sales for the benefit of Lessor. At a
minimum,Lessee shall keep the Premises continuously open for business Monday through Friday from 9:00 a.m.to 6:00 p.m.,Saturday from 9:00 am.
to 6:00 p.m.,and Sunday from 10:00 a.m.to 6:00 p.m_ If Lessee falls to comply with the requirements of this Paragraph 6.1(b),then in addition to any
and all other rights and remedies of Lessor,Lessee shall pay to Lessor an amount equal to 1115th of the Base Rent for each day or portion thereof that
Lessee fails to so comply. Such sum shall be in addition to,and not a part of,the Base Rent otherwise due under this Lease.
(c) Violations of Exclusive Use Rights. Lessee acknowledges that Lessor may grant, or may have previously granted,
exclusive use rights to other tenants of the Shopping Center and agrees that a material consideration to Lessor in entering into this Lease is Lessee's
covenant to limit its use of the Premises to the Agreed Use under the Agreed Trade Name as set forth above. Lessee's violation of exclusive use rights
granted to other tenants of the Shopping Center will result in Lessor suffering irreparable harm and, therefore, in addition to all other rights and
remedies available to Lessor, Lessor may seek to enjoin Lessee's breach of such covenant and Lessee shall be liable for any damages incurred or
sustained by Lessor to such other tenants whose exclusive use rights are breached by Lessee. In no event shall Lessor be liable to Lessee for any
failure of any other tenants of the Shopping Center to operate their businesses, or for any loss or damage that may be occasioned by or through the
ads orornissfons of other tenants or third parties.
(d) Other Tenancies. Lessor, at Its sole discretion, reserves the absolute right to establish procedures to control other
tenancies In the Shopping Center. Regardless of whether any specific tenants are shown on any site plan attached hereto, Lessee does not rely on
that fad, nor does Lessor represent that any specific tenant or number or type of tenants shall or shall not during the Term occupy any portion of the
Shopping Center, nor does lessee rely on any other tenant operating Its business in the Shopping Center at any particular time or times. Further, no
conduct by any tenant subtenant or other occupant of, or any customer of, or any supplier to or use of any portion of the Shopping Center shall
constitute an eviction, constructive or otherwise, of Lessee from the Premises, and Lessee hereby waives any and all claims that it might otherwise
have against lessor by reason thereof.
6.2 Hazardous Substances.
n (a) Reportable Uses Require Consent The term"Hazardous Substance•as used in this Lease shall mean any product,
ILL' k PAGE 4 OF 15 �r.SJjL
INITIALS
INITIALS
02003-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM RM714-2-3/06E
expected to be on the Premises, is ether.it potentially injurious to the public health,safely or welfare,the envi onment or the Premises,(1)regulated
or monitored by any governmental authority,or(ti)a basis for potential Gabifity,of Lessor to any governmental Sill incy or third party under any applicable
statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons,patrol um,gasoline, and/or crude oil or any
products, by-products or fractions thereof. Lessee shall not engage in any activity in or on the Premises v hich constitutes a Reportable Use of
Hazardous Substances without the express prior written consent of Lessor and timely compliance (at L issee's expense) with all Applicable
Requirements. "Reportable Use" shall mean 0)the installation or use of any above or below ground storage tank, (i) the generation, possession,
storage, use,transportation,or disposal of a Hazardous Substance that requires a permit from,or with respect to which a report,notice,rep registration or
business plan is required to be filed with,any governmental authority,and/or(g)the presence at the Premises a f a Hazardous Substance with respect
to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties.
Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the
Agreed Use, ordinary office supplies (cooler toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in
compliance with all Applicable Requirements, is not a Reportable Use,and does not expose the Premises or neighboring property to any meaningful
risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition. consent to any Reportable Use upon
receiving such additional assurances as lessor reasonably deems necessary to protect itself,the pubic,the Pri Imises and/or the environment against
damage,contamination,injury and/or liability, including,but not limited to,the Installation(arid removal on or be ore Lease expiration or termination)of
protective modifications(such as concrete encasements)and/or increasing the Security Deposit.
(b) Duty to Inform Lessor. If Lessee knows,or has reasonable cause to believe,the a Hazardous Substance has come to
be located in,on, under or about the Premises,other than as previously consented to by Lessor, Lessee shall i ninediately give written notice of such
Met to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it ias concerning the presence of such
Hazardous Substance.
(c) Lessee Remedhation. Lessee shall not cause or permlt any Hazardous Subst,Inca to be spilled or released in, on,
under, or about the Premises (Including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply with all
Applicable Requirements and take all investigatory and/or remedial action reasonably recommended,whether not formally ordered or required,for
the cleanup of any contamination of,and for the maintenance,security and/or monitoring of the Premises or neig boring properties,that was caused or
materially contributed to by Lessee,or pertaining to or involving any Hazardous Substance brought onto the P lees during the tens of this Lease,by
or for Lessee,or any third party.
(d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor,its nts,employees,lenders and ground
lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities,judgments, claim ,expenses, penalties,and attorneys'
and consultants'fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee,or any third party(provided,
however,that Lessee shall have no liability under this Lease with respect to underground migration of any H rdous Substance under the Premises
from areas outside of the Shopping Center not caused or contributed to by Lessee).Lessee's obligations shall in ludo,but not be limited to,the effects
of any contamination or injury to person,property or the environment created it suffered by Lessee,and the cost investigation,removal,remediation,
restoration and/or abatement,and shall survive the expiration or termination of this Lease. No termination,cancellation or release agreement entered
Into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazarcloi is Substances, unless specifically so
agreed by Lessor in writing at the time of such agreement.
(a) Lessor Indemnification. Lessor and Its successors and assigns shag indemnify,c efend,reimburse and hold Lessee,its
employees and lenders, harmless from and against any and all environmental damages, including the cast of remediation, which are suffered as a
direct result of Hazardous Substances on the Premises prior to Lessee taking possession or which are caused by the gross negligence or willful
misconduct of Lessor,its agents or employees. Lessor's obligations,as and when required by the Applicable Requirements,shall include,but not be
limited to,the cost of investigation,removal,remediation,restoration and/or abatement,and shall survive the exp' tion or termination of this Lease.
(f) Investigations and Remediatiors. Lessor shall retain the responsibility and pay for any investigations or remedial kin
measures required by governmental entities having jurisdiction with respell to the existence of Hazardous Subs noes on the Premises prior to Lessee
taking possession, unless such remediation measure is required as a result of Lessee's use pncluding"Age 'ins", as defined in paragraph 7.3(a)
below)of the Premises,in which event Lessee shall be responsible for such payment Lessee shall cooperate fu In any such activities at the request
of lessor,including allowing Lessor and Lassoes agents to have reasonable access to the Premises at reasonable times in order to carry out Lasso's
investigative and remedial responsibilities-
(g) Lessor Termination Option. If a Hazardous Substance Condition(see Paragraph 9.1(e))occurs during the term of this
Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and rentediation thereof required by the
Applicable Requirements and this Lease shall continue in full farce and effect,but subject to Lessor's rights under Paragraph 6.2(d)and Paragraph 13),
Lessor may, at Lessor's option, either()investigate and remediate such Hazardous Substance Condition,if required,as soon as reasonably possible
at.Lessor's expense, in which event this Leese shag continue in full force and effect,or l if the estimated cost to remediate such condition exceeds 12
times the then monthly Base Rent or$100,000,whichever is greater,give written notice to Lessee,within 30 days after receipt by Lessor of knowledge
of the occurrence of such Hazardous Substance Condition,of Lasso's desire to terminate this Lease as of the date 60 days following the date of such
notice. In the event Lessor elacts to give a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee's
commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exc ads an amount equal to 12 fines the
then monthly Base Rent or$100,000,whichever is greater. Lessee shall provide Lessor with said funds or se sfactory assurance thereof within 30
days following such commitment. In such event,this Lease shall continue in fug force and effect, and Lessor sh Ill proceed to make such remedistion
as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and pr vide the required funds or assurance
thereof within the time provided,this Lease shall terminate as of the pate specified in,wades notice of ternina6o .
6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in I: is Lease, Lessee shall, at Lessee's
sole expense, fuly, diligently and in a timely manner, materially comply with all Applicable Requirements, IN requirements of any applicable fire
Insurance underwriter or rating bureau, and the recommendations of Lessor's engineers and/or consultants which relate in any manner to such
Requirements,without regard to whether said Requirements are now In effect or become effective after the Sfa Data. Lessee shag,within 10 days
after receipt of Lessor's written request, provide Lessor with copies of all permits and other documents, and c her information evidencing Lessee's
compliance with any Applicable Requirements specified by Lessor, and shag immediately upon receipt, notify or in witting (with copies of any
documents Involved)of any threatened or actual claim,notice,citation,warning,complaint or report pertaining to Involving the failure of Lessee or the
Premises to comply with any Applicable Requirements.Likewise,Lessee shall Immediately give written notice to L essor of.()any water damage to the
Premises and arty suspected seepage,pooling,dampness or other cind akin conducive to the production of mo ;or p)any mustiness or other odors
that might indicate the presence of mold in the Premises.
6.4 Inspection;Compliance. Lessor and Lessor's"Lender"(as defined in Paragraph 30)and co isultants shall have the right to enter
into Premises at any time, in the case of an emergency,and otherwise at reasonable times after reasonable not ce,for the purpose of inspecting the
condition of the Premises and for verifying compliance by Lessee with this Leese. The cost of any such inspect' ns shall be paid by Lessor,unless a
violation of Applicable Requirements,or a Hazardous Substance Condition(see Paragraph 9.1)is found to exisl or be imminent, or the inspection is
requested or ordered by a governmental authority. In such case,Lessee shall upon request reimburse Lessor I&the cost of such inspection,so long
as such inspection is reasonably related to the violation or contamination. In addition, Lessee shall provide copies of all relevant material safety data
sheets(MSDS)to Lessor within 10 days of the receipt of written request therefor-
7. Maintenance;Repairs,Utility Installations;Trade Fixtures and Alterations.
7.1 Lessee's Obligations.
(a) In General. Subject to the provisions of Paragraph 2.2(Condition), 2.3(Compliance),6.3(Lessee's Compliance with
Applicable Requirements), 7.2 (Lessor's Obligations), 9(Damage or Destruction), and 14 (Condemnation), L shall, at Lessee's sole expense,
keep the Premises, Utility Installations (intended for Lessee's exclusive use, no matter where located), and Alt rations in good order, condition and
repair(whether or not the portion of the Premises requiring repairs,or the means of repairing the same,are reaso ably or read',accessible to Lessee,
and whether or not the need for such repairs occurs as a result of Lessee's use, any prior use, the 'lei
or the age of such portion of the
Premises), including, but not limited to, all equipment or facilties, such as plumbing, HVAC equipment, electric Ill, lighting facilities, boilers, pressure
vessels, fixtures, interior walls, interior surfaces of exterior walls, ceilings,floors, windows, doors, plate glass, a id skylights but excluding any tams
which are the responsibility of Lessor pursuant to Paragraph 7.2. Lessee, in keeping the Premises In good orde,condition and repair,shall exercise
and perform good maintenance practices,specifically including the procurement and maintenance of the service c intracts required by Paragraph 7.1(b)
below. Lessee's obligations shall Include restorations,replacements or renewals when necessary to keep the Pit mil and all improvements thereon
or a part thereof in good order,condition and state of repair.
(b) Service Contracts. Lessee shall, at Lessee's sole expense,procure and malrdair contracts,with copies to Lessor, in
customary fonts and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and
Improvements. if any, ifand when installed on the Promises: ()HVAC equipment, (i)boiler and pressure vessel ,and(ill)clarifiers. However,Lessor
--&N PAGE 5 OF 16
INITIALS INITIALS
0=3-AIR COMMERCUIL REAL ESTATE ASSOCIATION FORM RMTN-23106E
demand,for the cost thereof.
(c) Fature to Perform. If Lessee fails to perform Lessee's obligations under this Paragraph 7.1,Lessor may enter upon the
Premises after 10 days'prior written notice to Lessee(except in the case of an emergency, in which case no notice shall be required),perform such
obligations on Lessee's behalf,and put the Premises in good order,condition and repair,and Lessee shall promptly pay to Lessor a sum equal to 115%
of the cost thereof.
(d) Replacement. Subject to Lessee's indemnification of Lessor as sal forth in Paragraph 8.7 below,and without relieving
Lessee of liability resulting from Lessee's failure to exercise and perform good maintenance practices,If an item described in Paragraph 7.1(b)cannot
be repaired other than at a cost which is in excess of 50%of the cost of replacing such item,then such Rem shall be replaced by Lessor,and the cost
thereof shall be prorated between the Pelves and Lessee shag only be obligated to pay,each month during the remainder of the tens of this lease,on
the date on which Base Rem is due,an amount equal to the product of multiplying the cost of such replacement by a fraction,the numerator of which is
one,and the denominator of which Is 144(i.e.1/144th of the cost per month). Lessee shall pay Interest on the unamortiaed balance but may prepay its
obligation at any time
7.2 Lassoes Obligations. Subject to the provisions of Paragraphs 2.2(Condition),2.3(Compliance),4.2(Common Area Operating
Expenses), 6 (Use), 7.1 (Lessee's Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant to
Paragraph 4.2,shall keep in good order,condition and repair the foundations,exterior walls,structural condition of Interior bearing walls,exterior roof,
fire sprinkler system, Common Area the alarm and/or smoke detection systems, fire hydrants, parking lots, walkways, parkways, driveways,
landscaping,fences.signs and utility systems serving the Common Areas and all parts thereof, as well as providing the services for which there is a
Common Area Operating Expense pursuant to Paragraph 4.2. Lessor shall not be obligated to paint the exterior or interior surfaces of extedor walls not
shag Lessor be obligated to maintain, repair or replace windows,doors or plate glass of the Premises. Lessee expressly waives the benefit of any
statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease.
7.3 Utility Installations;Trade Fixtures;Alterations.
(a) Definitions. The term "Utility Installations" refers to all floor and window coverings, air and/or vacuum lines, power
panels,electrical distribution,security and fire protection systems,communication cabling,lighting fixtures,HVAC equipment plumbing,and fencing in
or on the Premises. The term"Trade Fbcturee"shall mean Lessee's machinery and equipment that can be removed without doing material damage to
the Premises. The ero"Alterations"shag mean any modification of the improvements, other than Utility Installations or Trade Fixtures,whether by
addition or deletion. "Lasses Owned Alterations and/or Utility installations"are defined as AReretions and/or Utility Installations made by Lessee
that are not yet owned by Lessor pursuant to Paragraph 7.4(a).
(b) Consent. Lessee shall not make any Alterations or.Utgily Installations to the Premises without Lessor's prior written
consent. Lessee may, however, make non-structural Utility Installations to the interior of the Premises(excluding the roof)without such consent but
upon notice to Lessor,as long as they are not visible from the outside.do not involve puncturing,relocating or removing the roof or any existing wails,
will not affect the electrical, plumbing,.HVAC, and/or life safety systems, and the cumulative cost thereof during this Lease as extended does not
exceed a sum equal to 3 month's Base Rent in the aggregate or a sum equal to one month's Base Rent in any one year. Notwithstanding the
foregoing,Lessee shall not make or permit any roof penetrations andlor install anything on the roof without the prior written approval of Lessor. Lessor
may,as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility
Installations that Lessee shag desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed
plans. Consent shag be deemed conditioned upon Lessee's: ()acquiring all applicable governmental permits, n furnishing Lessor with copies of both
the permits and the plans and specifications prior to commencement of the work, and (ill) compliance with all conditions of said permits and other
Applicable Requirements In a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with
good and sufficient materials. Lessee shag promptly upon completion furnish Lessor with as-built plans and specifications. For work which costs an
amount in excess of one month's Base Rent,Lessor may condition its consent upon Lessee providing a lien and completion bond In an amount equal
to 150%of the estimated cost of such Alteration or Utility Installation and/or upon Lessee's posting an additional Security Deposit with Lessor.
(c) Liens;Bonds. Lessee shag pay,when due,all claims for labor or materials furnished or alleged to have been furnished
to or for Lessee at or for use on the Premises,which claims are or may be secured by any mechanic's or matedabnon's lien against the Premises or
any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in,on or about the Premises,and
Lessor shall have the fight to post notices of non-responsibility. if Lessee shag contest the validity of any such lien, claim or demand, then Lessee
shall,at its sole expense defend and protect itself.Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that
may be rendered thereon before the enforcement thereof. If Lessor shall require,Lessee shall furnish a surety bond in an amount equal to 150%of the
amount of such contested lien,claim or demand,indemnifying Lessor against liability for the same. If Lessor elects to participate in arty such action,
Lessee shag pay Lassoes attomeys'fees and costs.
7.4 Ownership;Removal;.Surrender,and Restoration.
(a) Ownership. Subject to Lassoes right to require removal or elect ownership as hereinafter provided,all Alterations and
Utility Installations made by Lessee shall be the property of Lessee,but considered a part of the Premises. Lessor may,at any time,elect in writing to
be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per Paragraph 7.4(b)
hereof,all Lessee Owned Alterations and Utility Installations shall,at the expiration or termination of this Lease,became the property of Lessor and be
surrendered by Lessee with the Premises.
(b) Removal. By delivery to Lessee of wdten notice from Lessor not earlier than 90 and not later than 30 days prior to the
end of the term of this Lease. Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or
termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made
without the required consent.
(c) Surrender, Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination dale,
with all of the improvements, pants and surfaces thereof broom clean and free of debris, and in good operating order,condition and state of repair,
ordinary wear and tear excepted. "Ordinary wear and tear"shall not include any damage or deterioration that would have been prevented by good
maintenance practice. Notwithstanding the foregoing, if this Lease is for 12 months or Less, then Lessee shall surrender the Premises in the same
condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the
installation,maintenance or removal of Trade Fixtures,Losses Owned Alterations and/or Utility Installations,furnishings,and equipment as well as the
removal of any storage tank Installed by or for Lessee. Lessee shall also completely remove from the Premises any and all Hazardous Substances
brought onto the Premises by or for Lessee, or any third party(except Hazardous Substances which were deposited via underground migration from
areas outside of the Premises), even if such removal would require Lessee to perform or pay for work that exceeds statutory requirements. Trade
Fixtures shall remain the property of Lessee and shag be removed by Lessee.Any personal property of Lessee not removed on or before the Expiration
Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may
desire. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall
constitute a holdover under the provisions of Paragraph 26 below.
8. Insurance;Indemnity.
8.1 Payment of Premiums. The cost of the premiums for the insurance policies required to be carried by Lessor, pursuant to
Paragraphs 8.2(b), 8.3(a) and 8.3(b), shag be a Common Area Operating Expense. Premiums for policy periods commencing prior to. or extending
beyond,the term of this Lease shall be prorated to coincide with the corresponding Start Date or Expiration Date.
82 Liability Insurance.
(a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting
Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the
ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis
providing single limit coverage in an amount not less than $1.000.000 $24M.00O per occurrence with an annual aggregate of not less than
$2.000.000.Lessee shall add Lessor as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization's
"Additional Insured-Managers or Lessors of Promises" Endorsement The policy shall not contain any intra-insured exclusions as between insured
persons or organizations,but shall include coverage for liability assumed under this Lease as an"insured contract'for the performance of Lessee's
indemnity obligations under this Lease. The limits of said insurance shall not,however,limit the liability of Lessee nor relieve Lessee of any obligation
hereunder.Lessee shag provide an endorsement on its liability policyCms)which provides that its insurance shall be primacy to and not contributory with
any similar insurance carried by Lessor,whose Insurance shall be considered excess Insurance only.
(b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 82(a), in addition to, and not in
lieu of,the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein.
8.3 Property Insurance-Building,Improvements and Rental Value.
(a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of Insurance In the name of
Leppor,with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurmce
G PAGE 6 OF 15 1-
INITIALS INITIALS
@2003-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM PoNTN-23t86E
but in no evert more than the commercially reasonable and available insurable value thereof. Lessee Owned Ahewtions and Utility instaAaBons,Trade
Fixtures,and Lessee's personal properly shall be insured by Lessee under Paragraph 8.4. If the coverage is available and commercially appropriate,
such policy or policies shall insure against ail risks of direct physical loss or damage(except the perils of flood and/or earthquake unless required by a
Lender),including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading,demolition,reconstruction
or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in
lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an Increase in the annual property insurance coverage
amount by a factor of not less than the adjusted U.S.Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where
the Premises are located. If such insurance coverage has a deductible clause,the deductible amount shall not exceed$1,000 per occurrence.
(b) Rental Value. lessor shall also obtain and keep in force a policy or policies in the name of Lessor with loss payable to
Lessor and any Lender, insuring the loss of the full Rem for one year with an extended period of indemnity for an additional 180 days("Rental Value
Insurance"). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be
adjusted annually to reflect the projected Rem otherwise payable by lessee,for the next 12 month period.
(c) AcUacent Premises. Lessee shall pay for any increase in the premiums for the property insurance of the Building and for
the Common Areas or other buildings in the Shopping Center if said increase is caused by Lessee's acts, omissions, use or occupancy of the
Premises.
(d) Lessee's Improvements, Since Lessor is the Insuring Party, Lessor shall not be required to insure Lessee Owned
Alterations and Uldty installations unless the item in question has become the property of lessor under the terms of this Lease.
8A Lessee's Property;Business Interruption Insurance.
(a) Property Damage. Lessee shall obtain and maintain insurance coverage an all of Lessee's personal property, Trade
Fixtures, and Lessee Owned Alterations aril Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to
exceed 41,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade
Fixtures and Lessee Owned Alterations and Uglily Installations. Lessee shall provide Lessor with written evidence that such insurance Is in force.
(b) Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will
reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in toe business of Lessee
or attributable to prevention of access to the Premises as a result of such perils.
(c) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage or
insurance specified herein are adequate to cover Lessee's property,business operations or obligations under this Lease.
8.5 Insurance Policies. Insurance required herein shall be by companies duly licensed or admitted to transact husk*"in the state
where the Premises are located, and maintaining during the policy term a"General Policyholders Rating"of at least A-,VI, as set forth in the most
current issue of"Bests Insurance Guide°,or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything
which invalidates the required insurance policies. Lessee shall,prior to the Start Date,deliver to Lessor certified copies of policies of such insurance or
certificates evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after
30 days prior written notice to Lessor. Lessee shall,at least 10 days prior to the expiration of such polloias,furnish Lessor with evidence of renewals or
"Insurance binders"evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shag be
payable by Lessee to Lessor upon demand. Such policies shall be for a temp of at least one year,or the length of the remaining term of this Lease,
whichever is less. If either Party shall fag to procure and maintain the insurance required to be carried by it, the other Party may,but shall not be
required to,procure and maintain the same.
8.6 Waiver of Subrogation. Without affecting any other rights or remedies,Lessee and Lessor each hereby release and relieve the
other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils
required to be insured against herein. The effect of such releases and waivers is not limited by the amount of insurance carded or required,or by any
deductibles applicable hereto. The Parties agree to have their respective property damage Insurance callers where any fight to subrogation that such
companies may have against Lessor or Lessee,as the case may be,so long as the insurance is not invalidated thereby.
8.7 Indemnity. Except for Lessor's gross negligence or willful misconduct,Lessee shall indemnify,protect,defend and hold harmless
the Premises,Lessor and its agents, Lessor's master or ground lessor,partners and Lenders,from and against any and all claims,loss of rents and/or
damages,liens,judgments,penalties,atomeys'and consultants'tees,expenses and/or liabilities arising out of,involving,or In connection with,the use
and/or occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee
shall upon notice defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such
defense. Lessor need not have first paid any such claim in order to be defended or indemnified.
8.8 Exemption of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lease by lessor or its
agents, neither Lessor nor its agents shell be liable under any circumstances for. () injury or damage to the person or goods,wares,merchandise or
other property of Lessee,Lessee's employees,contractors,invitees,customers,or any other person in or about the Premises,whether such damage or
injury is caused by or results from fire, steam, electricity, gas,water or rain, indoor air quality, the presence of mold or from the breakage, leakage,
obstruction or other defects or pipes,fire sprinklers,wires, appliances, plumbing, HVAC or lighting fixtures,or from any other cause,whether the said
injury or damage results from conditions arising upon the Premises or upon other portions of the building of which the Premises are a part,or from other
sources or places, (i)any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce
the provisions of any other lease in the Shopping Center, or(g)injury to Lessee's business or for any loss of income or profit therefrom. Instead,it is
intended that Lessee's sole recourse In the event of such damages or injury be to file a claim on the insurance policy(ies)that Lessee is required to
maintain pursuant to the provisions of paragraph B.
8.9 Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required
herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely
difficult to ascertain. Accordingly,for any month or portion thereof that Lessee does not maintain the required insurance and/or does not provide Lessor
with the required binders or certificates evidencing the existence of the required insurance,the Base Rent shall be automatically increased,without any
requirement for notice to Lessee,by an amount equal to 10%of the then existing Base Rem or$100,whichever is greater. The parties agree that such
Increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to
maintain the required insurance. Such increase in Base Rem shall in no event constitute a waiver of Lessee's Default or Breach with respect to the
failure to maintain such insurance,prevent the exercise of any of the other Fights and remedies granted hereunder,nor relieve Lessee of its obligation to
maintain the insurance specified in this Lease.
9. Damage or Destruction.
9.1 Definitions.
(a) "Premises Partial Damage"shall mean damage or destruction to the Improvements on the Premises,other than Lessee
Owned Alterations and Utility Installations,which can reasonably be repaired in 3 months or less from the date of the damage or destruction,and the
cast thereof does not exceed a sum equal to 6 month's Base Rent. Lessor shag ratify Lessee in writing within 30 days from the date of the damage or
destruction as to whether or not the damage is Partial or Total. Notwithstanding the foregoing, Premises Partial Damage shag not include damage to
windows,doors,and/or other similar items which Lessee has the responsibility to repair or replace pursuant to the provisions of Paragraph 7.1.
(b) "Premises Total Destruction" shag mean damage or destruction to the improvements on the Premises, other than
Lessee Owned Alterations and Utility Installations and Trade Fixtures,which cannot reasonably be repaired in 3 months or less from the date of the
damage or destruction and/or the cost thereof exceeds a sum equal to 6 month's Base Rent. Lessor shall notify Lessee in writing within 30 days from
the date of the damage or destruction as to whether or not the damage is Partial or Total.
(c) "Insured Loss' shall mean damage or destruction to improvements on the Premises, other than Lessee Owned
Alterations and Utility Installations and Trade Fixtures,which was caused by an event required to be covered by the insurance described in Paragraph
8.3(a),krespeclve of any deductible amounts or coverage limits involved.
(d) "Replacement Cost' shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the
occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of
Applicable Requirements,and without deduction for depreciation.
(0) "Hazardous Substance Condition"shall mean the occurrence or discovery of a condition involving the presence of,or a
contamination by, a Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the Premises or Common Areas.which requires repair,
remedistion,or restoration.
9.2 Partial Damage- Insured Loss. If a Promises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessors
expense,repair such damage(but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations)as soon as reasonably possible
and this Lease shag continue in full force and effect; provided, however, that Lessee shall, at Lessors election, make the repair of any damage or
destruction the total Replacement Cost of which is$10.000 or less,and,in such event,Lessor shall make any applicable insurance proceeds available
ro on a reasonable basis for that purpose. Notwithstanding the foregoing,'d the required Insurance was not in force or the insurance prof s
IM' PAGE 7 OF 15 S f
INITIALS INITIALS
02003-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM RMTN-2-3=E
...,,....,. ... ..o ,w..o.�,, aumi mwimae was uue to me Tam that, by reason of the unique nature of the improvements, full Replacement Cost
insurance coverage was not commercially reasonable and available,Lessor shall have no obligation to pay for the shortage in insurance proceeds or to
fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same,or adequate assurance thereof,within 10
days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said
10 day period,the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force
and effect. If such funds or assurance are not received,Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to:()make
such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds,in which case this Lease shall remain in full
force and effect,or n have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee
to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3,notwithstanding that
there may be some insurance coverage,but the net proceeds of any such insurance shall be made available for the repairs if made by either Party.
9.3 Partial Damage - Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a
negligent or willful ad of Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may either. (I)repair such damage as
soon as reasonably possible at Lessors expense, in which event this Lease shall continue In full force and effect,or(it)terminate this Lease by giving
written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60
days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the
termination notice to give written notice to Lessor of Lessee's commihnent to pay for the repair of such damage without reimbursement from Lessor.
Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days after making such commitment In such event this Lease
shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are
available. If Lessee does not make the required commitment,this Lease shall terminate as of the date specified in the termination notice.
9.4 Total Destruction. Notwithstanding any other provision hereof,lf a Premises Total Destruction occurs,this Lease shall terminate
60 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall
have the right to recover Lassoes damages from Lessee,except as provided in Paragraph 8.6.
9.5 Damage Near End of Term. If at any time during the last 6 months of this Lease there is damage for which the cast to repair
exceeds one menth'a Base Red,whether or not an Insured Loss,lessor may terminate this Lease effective 60 days following the date of occurrence of
such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage. Notwithstanding the
foregoing,9 Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises,then Lessee may preserve this Lease by,
(a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the
repairs on or before the writer of()the date which is 10 days after Lessee's receipt of Lessors written notice purporting to terminate this Lease,or(fi)
the day prior to the date upon which such opt-ton expires. If Lessee duty exercises such option during such period and provides Lessor with funds(or
adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lassoes commercially reasonable expense, repair such
damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such
funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee's option shag be
extinguished.
9.6 Damage to Shopping Center. In the event of any damage or destruction to other portions of the Building or to arty other buildings
in the Shopping Center, whether insured or uninsured (and whether or not there Is also damage or destruction to the Premises), which cannot
reasonably be repaired in 6 months or less from the date of the damage or destruction,Lessor may either()repair such damage or destruction as soon
as reasonably possible without expense to Lessee,in which event this Lease shall continue in fug force and effect,or(f)terminate this Lease by giving
written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage or destruction. Such termination shall
be effective 60 days following the date of such notice.
9.7 Abatement of Rent;Lessee's Remedies.
(a) Abatement In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance
Condition for which Lessee is not responsible under this Lease,the Base Rent payable by Lessee for the period required for the repair,remediation or
restoration of such damage shall be abated in proportion to the degree to which Lessee's use of the Premises is impaired, but not to exceed the
proceeds received from the Rental Value Insurance. All other obligations of Lessee hereunder shag be performed by Lessee,and Lessor shall have no
liability for any such damage,destruction,remediation,repair or restoration except as provided herein.
(b) Remedies. If Lessor shall be obligated to repair or restore the Premises and does not commence, in a substantial and
meaningful way, such repair or restoration within 90 days after such obligation shag accrue, Lessee may,at any time prior to the commencement of
such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee's election to terminate this
Lease on a date not less than 60 days following the giving of such notice. If lessee gives such notice and such repair or restoration is not commenced
within 30 days thereafter,this Lease shall terminate as of the date specified in said notice. If the repair or restoration Is commenced within such 30
days,this Lease shall continue in full force and effect. 'Commence shall mean either the unconditional author®tion of the preparation of the required
plans,or the beginning of the actual work on the Premises,whichever first occurs.
9.8 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable
adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shag,in addition,return
to Lessee so much of Lessee's Security Deposit as has not been,or is not then required to be,used by Lessor.
10. Real Property Taxes.
10.1 Definition. As used herein,the term "Real Property Taxes"shall include any form of assessment;real estate,general,special,
ordinary or extraordinary,or rental levy or tax(other than inheritance,personal income or estate taxes);improvement ford;and/or license fee imposed
upon or levlod against any legal or equitable interest of Lessor in the Shopping Center, Lassoes right to other income therefrom, amUor Lessor's
business of leasing,by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Shopping Center
address and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the
Shopping Center Is located. The term"Real Property Taxes"shall also include any tax, fee, levy, assessment or charge, or any increase therein: (I)
imposed by reason of events occurring during the fern of this Lease,including but not limited to,a change in the ownership of the Shoping Center,(i)a
change in the improvements thereon,and/or(II)levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease.In
calculating Real Property Taxes for any calendar year,the Real Property Taxes for any real estate tax year shag be included in the calculation of Real
Property Texas for such calendar year based upon the number of days which such calendar year and tax year have in common.
10.2 Payment of Taxes. Except as otherwise provided in Paragraph 10.3.Lessor shall pay the Real Property Taxes applicable to the
Project, and said payments shall be included in the calculation of Common Area Operating Expenses in accordance with the provisions of Paragraph
4.2.
10.3 Additional Improvements. Common Area Operating Expenses shall not include Real Property Taxes specified in the tax
assessors records and work sheets as being caused by additional improvements placed upon the Shopping Center by other lessees or by Lessor for
the exclusive enjoyment of such other lessees. Notwithstanding Paragraph 10.2 hereof, Lessee shag, however, pay to Lessor at the time Common
Area Operating Expenses are payable under Paragraph 4.2, the entirety of any increase in Real Properly Taxes if assessed solely by reason of
Alterations, Trade Fixtures or Utility Installations placed upon the Premises by Lessee or at Lessee's request, or by reason of arty alterations or
improvements to the Promises made by Lessor subsequent to the execution of this Lease by the Parties.
10.4 Joint Assessment If the Building is not separately assessed,Real Property Taxes allocated to the Building shag be an equitable
proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed,such proportion to be determined by
Lessor from the respective valuations assigned in the assessors work sheets or such other information as may be reasonably available. Lessors
reasonable determination thereof,in good faith,shall be conclusive.
10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned
Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises. when
Possible. Lessee shag cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal
property to be assessed and billed separately from the real property of Lessor. if any of Lessee's said property shall be assessed with Lassoes real
property, Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of a written statement setting forth the taxes
applicable to Lessee's property.
it. Utilities and Services. Lessee shag pay for all water, gas, toaL light, power, telephone, trash disposal and other utilities and services
supplied to the Premises,together with any taxes thereon. To the extent any such utilities andfor services are not separately metered,Lessee shag pay
Lessee's Share thereof in accordance with Paragraph 4.2, Notwithstanding the provisions of Paragraph 4.2, if at any time in Lessors sale judgment,
Lessor determines that lessee is using a disproportionate amount of water,elecMcity or other commonly metered utilities,or that Lessee is generating
such a large volume of trash as to require an increase In the size of the trash receptacle and/or an increase in the number of times per month that it is
am it then Lessor may increase Lessee's Base Rem by an amount equal to such increased costs.There shag be no abatement of Rent and Lessor
n7 PAGE 8 OF 15
INITIALS
INITIALS
@2003-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM RMTN-23f06E
shall not be liable in any respell whatsoever 1, no inadequacy,stoppage,interruption or�iscomb^of any utility or service due to riot,strike,labor
dispute,breakdown,accident,repair or other cause beyond Lessors reasonable control or in cooperation with governmental request or directions.
12. Assignment and Subletting.
12.1 Lessor's Consent Required.
(a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or
assignment')or sublet all or any part of Lessee's Interest in this Lease or in the Premises without Lessors prior written consent.
(b) Unless Lessee is a corporation and its stock Is publicly traded on a national stock exchange,a change in the control of
Lessee shall constitute an assignment requiring consent The transfer, on a cumulative basis, of 26%or more of the voting control of Lessee shall
constitute a change in control for this purpose.
(a) The involvement of Lessee or its assets in any transaction,or series of transactions(by way of merger,sale,acquisition,
financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee's assets occurs,
which results or will result in a reduction of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as it was represented at the
time of the execution of this Lease or at the time of the most recent assignment to which Lessor has consented,or as it exists Immediately prior to said
transaction or transactions constituting such reduction,whichever was or is greater, shall be considered an assignment of this Lease to which Lessor
may withhold its consent. "Net Worth of Lasses"shall mean the net worth of Lessee(excluding any guaramors)established under generally accepted
accounting principles.
(d) An assignment or subletting without consent shall, at Lessors option, be a Default curable after notice per Paragraph
13.1(c), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or
subletting as a noncurabth Breach,Lessor may either.()terminate this Lease,or(it)upon 30 days written notice,increase the monthly Base Rent and
Percentage Rent Rate to 110%of the Base Rent and Percentage Rent Rate then in effect. Further,in the event of such Breach and rental adjustment,
()the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110%of the Price previously In
effect,and(u)all fared and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110%of the scheduled
adjusted rent.
(e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages arW/or injunctive
relief.
() Caesar may reasonably withhold consent to a proposed assignment or subletting If Lessee is in Default at the time
consent is requested.
(9) Notwithstanding the foregoing,allowing a de minimis portion of the Premises,is.20 square feet or less,to be used by a
third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting
122 Terms and Conditions Applicable to Assignment and Subletting.
assignment or subletting shall: r be effective without the. express written
(a) Regardless of Lessors consent, no g rig ()
assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (i)release Lessee of any obligations hereunder,or oil)attar
performance of an other obligations to be performed by Lessee.
l' of Lessee for the mart of Rent or for the lie y 9
the primary liability Pall
(b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or
approval or disapproval of such assignment nor the acceptance of Rent or performance shall
' mart. Neither a de in the a pP gn
disapproval et an assign lay PPro
constitute a waiver or estoppel of Lessors right to exercise its remedies for Lessee's Default or Breech.
(c) Lessors consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or
subletting.
(d) In the event of any Default or Breach by Lessee,Lessor may proceed directly against Lessee,any Guarantors or anyone
else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee,without first exhausting Lessors
remedies against any other person or entity responsible therefore to Lessor,or any security held by Lessor.
(e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to
Lessors determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee,including but not
limited to the intended use and/or required modification of the Premises,if arty, together with a fee of$500 as consideration for Lessors considering
and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably
requested.(Ses also Paragraph 36)
(f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment entering into such
sublease, or entering into possession of the Premises or arty portion thereof, be deemed to have assumed and agreed to conform and empty with
each and every term,covenant,condition and obligation herein to be observed or performed by Losses during the term of said assignment or sublease,
other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented
to in writing.
(g) Lessors consent to any assignment or subletting shall not transfer to the assignee or subkrosee any Option grained to
the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing.(See Paragraph 39.2)
12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to arty subletting by
Lessee of all or any pad of the Premises and shall be deemed included in a0 subleases under this Lease whether or not expressly incorporated therein:
(a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on any sublease, and Lessor
may collect such Rent and apply same toward Lessee's obligations under this Lease; provided, however, that until a Breach shag occur in the
performance of Lessee's obligations, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee's then
outstanding obligations any such excess shall be refunded to Lessee.Lessor shall not,by reason of the foregoing or any assignment of such sublease,
nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's
obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a Written notice from Lessor
stating that a Breach exists in the performance of Lessee's obligations under this Lease,to pay to Lessor all Rent due and to became due under the
sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without arty obligation or right to inquire as to
whether such Breach exists,notwithstanding any claim from Lessee to the contrary.
(b) In the event of a Breach by Lessee. Lessor may, at its option, require sublessee to atlom to Lessor, In which event
Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such
sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any
prior Defaults or Breaches of such sublessor.
(c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor.
(d) No sublessee shall further assign or sublet all or any part of the Premises without Lessors prior
written consent.
(e) Lessor shall deliver a copy of any police of Default or Breech by Lessee to the sublessee,who shall have the right to core
the Default of Lessee within the grace period,if any,specified in such notice. The subleases shall have a right of reimbursement and offset from and
against Lessee for any such Defaults cured by the sublessee.
13. Default;Breach;Remedies.
13.1 Default; Breach. A "Default" is defined as a failure by the Lessee to comply with or perform any of the terms, covenants,
conditions or Rules and Regulations under this Lease_ A"Breach"Is defined as the occurrence of one or more of the following Defaults,and the failure
of Lessee to cure such Default within any applicable grace period:
(a) The vacating or abandonment of the Premises. Lessee shall be deemed to have vacated the Premises If Lessee ceases
to continuously operate its business in the Premises for a period of 5 consecutive days.
(b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder,
whether to Lessor or to a third party,when due,to provide reasonable evidence of insurance or surety bond,or to fulfill any obligation under this Lease
which endagers or threatens life or property,where such failure continues for a period of 3 business days following written notice to Lessee.
(c) The commission of waste, act or ads constituting public or private nuisance, and/or an illegal activity on the Premises by
Lessee,where such actions continue for a period of 3 business days following written notice to Lessee.
(d) The failure by lessee to provide n reasonable written evidence of compliance with Applicable Requirements, p) the
service contracts, pu) the rescission of an unauthorized assignment or subletting, (w) an Estoppel Certificate, (v) a requested subordination, (w)
evidence concerning any guaranty and/or Guarantor, (vlt)any document requested under Paragraph 41,(viz)material data safety sheets(MSDS), or
(i) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure
continues for a period of 10 days following written notice to Lessee.
(e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under
Paragraph 2.9 hereof,other than those described in subparagraphs 13.1(a),(b),(c)or(d),above,where such Default continues for a period of 30days
PAGE 9 OF 1S —4*H
INITIALS INITIALS
0=3-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM RMTN-2.3106E
after written notice;provided,however,that i^.a nature of Lessee's Default is such ihatf motan. �.ays are reasonably required fords cure,then it
shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to
completion.
(f) The occurrence of any of the following events: (I)the making of any general arrangement or assignment for the benefit of
creditors;(rip becoming a"debtor"as defined in 11 U.S.C.S 101 or any successor statute thereto(unless,in the case of a petition filed against Lessee,
the same is dismissed within 60 days);pip the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at
the Premises or of Lessee's interest in this Lease,where possession is not restored to Lessee within 30 days;or(IV)the attachment,execution or other
judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's Interest in this Lease,where such seizure Is not discharged
within 30 days; provided, however, in the event that any provision of this subparagraph is contrary to any applicable law,such provision shall be of no
force or effect,and not affect the validity of the remaining provisions.
(g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false.
(h) If the performance of Lessee's obligations under this Lease is guaranteed: (p the death of a Guarantor, (it) the
termination of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (iip a Guarantor's becoming
insolvent or the subject of a bankruptcy filing,(iv)a Guarantor's refusal to honor the guaranty,or(v)a Guarantor's breach of its guaranty obligation on
an anticipatory basis,and Lessee's failure,within 60 days following written notice of any such event,to provide written ahemative assurance or security,
which,when coupled with the than existing resources of Lessee,equals or exceeds the combined financial resources of Lessee and the Guarantors
that existed at the time of execution of this Lease.
132 Remedies. If Lessee fails to perform any of Its affirmative duties or obligations,within 10 days after written notice(or in case of an
emergency,without notice), Lessor may,at its option, perform such duty or obligation on Lessee's behalf, including but not limited to the obtaining of
reasonably required bonds,insurance policies,or governmental licenses,permits or approvals.Lessee shall pay to Lessor an amount equal to 115%of
the costs and expenses Incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may, with or
without further notice or demand,and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:
(a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate
and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (I)the unpaid Rent which
had been earned at the time of termination;(h)the worth at the time of award of the amount by which the unpaid Rent which would have been earned
after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided;(iii)the
worth at the time of award of the amount by which the unpaid Rem for the balance of the term after the time of award exceeds the amount of such
rental loss that the Lessee proves could be reasonably avoid; and (hit) any other amount necessary to compensate Lessor for all the dehi mend
proximately caused by the Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result
therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and
alteration of the Premises, reasonable attorneys' fees, and that portion of any leasing commission paid by Lessor in connection with this Lease
applicable to the unexphed term of this Lease. The worth at the time of award of the amount referred to In provision(tip of the Immediately preceding
sentence shall be computed by discoumdng such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are
located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall nut waive Lessor's
right to recover damages under Paragraph 12. If termination of this Lease is obtained through the provisional remedy of unlawful detainer,Lessor shall
have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein,or Lessor may reserve the right to recover all or
any part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given,a notice to pay rent or quit,or
to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case,the
applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall ran concurrently, and the failure of Lessee to cure the
Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the
remedies provided for in this Lease andfor by said statute.
(b) Continue the Lease and Lessee's right to possession and recover the Rent as 4 becomes due, in which event Lessee
may sublet or assign,subject only to reasonable limitations. Acts of maintenance,efforts to relet, and/or the appointment of a receiver to protect the
Lessor's interests,shag not constitute a termination of the Lessee's right to possession.
(c) Pursue arty other remedy now or hereafter available under the laws or judicial decisions of the state wherein the
Premises are located. The expiration or termination of this Lease and/or the termination of Lessee's right to possession shell not relieve Lessee from
liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee's occupancy of
the Premises.
13.3 Inducement Recapture. Any agreement for free or abated rent or other charges,or for the giving or paying by Lessor to or for
Lessee of any cash or other bonus,Inducement or consideration for Lessee's entering into this Lease,all of which concessions are hereinafter referred
to as"Inducement Provisions",shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms,covenants and conditions
of this Lease. Upon Breach of this Lease by Lessee,any such Inducement Provision shag automatically be deemed deleted from this Lease and of no
further force or effect, and any rent, othercharge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an
Inducement Provision shall be immediately due and payable by Lessee to lessor,notwithstanding any subsequent cure of sold Breach by Lessee. The
acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the
provisions of this paragraph unless specifically so stated in writing by Lesser at the time of such acceptance.
13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not
contemplated by this Lease,the exact amount of which will be extremely difficult to ascertain. Such costs include,but are not limited to,processing and
accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor
within 5 days after such amount shall be due,then,without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one-time
late charge equal to 10%of each such overdue amount or$100,whichever is greater. The parties hereby agree that such late charge represents a fair
and reasonable estimate of the costs Lessor will Incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event
constitute a waiver of Lessee's Default or Breach with respect to such overdue amount,nor prevent the exercise of any of the other rights and remedies
granted hereunder. In the event that a late charge is payable hereunder,whether or not collected,for 3 consecutive installments of Base Rent then
notwithstanding any provision of this Lease to the contrary,Base Rent shag,at Lessor's option,become due and payable quarterly in advance.
13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due as to
scheduled payments (such as Base Rem and Percentage Rem)or within 30 days following the date on which it was due for non-scheduled payment,
shall bear interest from the date when due, as to scheduled payments, or the 31st day after it was due as to non-scheduled payments.The Interest
("Interest'charged shall be computed at the rate of 10%per annum but shall not exceed the maximum rate allowed by law. Interest is payable in
addition to the potential late charge provided for in Paragraph 13A.
13.6 Breach by Lessor.
(a) Notice of Breach. Lessor shall not be deemed In breach of this Lease unless Lessor fails within a reasonable time to
perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days
after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice
specifying wherein such obligation of Lessor has not been performed;provided,however,that if the nature of Lessors obligation is such that more than
30 days are reasonably required for its performance,then Lessor shall not be in breach if performance is commenced within such 30 day period and
thereafter diligently pursued to completion.
(b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30
days after receipt of said notice,or if having commenced saki cure they do not diligently pursue it to completion,then Lessee may elect to cure said
breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure, provided however, that such offset shall not
exceed an amount equal to the greater of one month's Base Rem or the Security Deposit, reserving Lessee's right to reimbursement from Lessor for
any such expense in excess of such offset Lessee shall document the cost of said cure and supply said documentation to Lessor.
14. Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise
of said power(collectively "Condemnation'), this Leese shall terminate as to the part taken as of the date the condemning authority takes title or
possession, whichever first occurs. If more than 10% of the floor area of the Premises, or more than 25%of the parking spaces situated within the
parking area,is taken by Condemnation.Lessee may,at Lessee's option,to be exercised in writing within 10 days after Lessor shag have given Lessee
written notice of such taking(or in the absence of such notice, within 10 days after the condemning authority shall have taken possession)terminate
this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing,
this Lease shall remain in full farce and affect as to the portion of the Premises remaining,except that the Base Rent shall be reduced in proportion to
the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shag be the property of Lessor,whether
such award shall be made as compensation for diminution in value of the leasehold,the value of the pad taken, or for severance damages;provided,
however,that Lessee shag be entitled to any compensation paid by the condemnor for Lessee's relocation expenses,loss of business goodwill and/or
T" Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. Ali Alterations and ility
( ern• PAGE 10 OF 16
INITIALS
INITIALS
02003-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM RMTN-2-W06E
a„unau w any.aim an wmpansauon wm en IS payaDa meretor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor
shall repair any damage to the Premises caused by such Condemnation.
15. Brokerage Fees.
461 Additional Commission. in addiren to the payments swed pwamwali to Paragraph 1.13 above,arid unless Lesaff Said the 8681M)F5
rise In WFitkiq,LOSSeF egress that (a)if Lessee exeFetses aAY OP118A, III)if LS9688 OF anyone affilistod with 699ses sailukes beFA Leese
say Fights is 1110 PF&MIA"S OF GthGF PFBM"606 awried by LOSSOF and joested wkh6R the PFejeGt.(G)if Lessee remains in possession of the Premises.Mft
the consent of Lessor-. after the expiration of this Lease, OF(0)if Base Rent me inrFeased,WhOtINIF by agFOSMSAt OF GP6F8IIQR Of All ARGINIANGA clause
11618iR,their,L966GF Shall pay Brokers a fee in sesoFdanes with the ashed-de of the RiFekem in affect at the time of the exeaufiawsf-the�
any smourits dus as arid far brokerage few peFtakriAll to Mis Lease when due,then such amounts she!same lidefeet 1A additJOR, it LASSOF f1l"1849
Rush ame-Fils ivilliki IQ days after said notise,Lessee shall pay said me at swah amouAts agairist Rea in addifien,Lessee!e
RFakoF shall he desared to be a third party benefiGIGIFY Of MAY Gemmission agreement ordered inte by and/OF between Lease-agil I seank RFekQF f9F the
15.3 Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent and warrant to the other that it
has had no dealings with any person,firm,broker or finder(other than the Brokers,if any)in connection with this Lease,and that no one other than said
named Brokers is entitled to any commission or finder's fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect,
defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker,finder
or other similar party by reason of any dealings or actions of the indemnifying Party,including any costs,expenses,attorneys'fees reasonably incurred
with respect thereto.
16. Estoppel Certificates.
(a) Each Party (as "Responding Partin shall within 10 days after written notice from the other Party (the "Requesting
Party")execute,acknowledge and deriver to the Requesting Party a statement in writing in forth similar to the then most current"Estoppel Certificate"
forth published by the AIR Commercial Real Estate Association,plus such additional information,confirmation and/or statements as may be reasonably
requested by the Requesting Party.
(b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period,the Requesting
Party may execute an Estoppel Certificate stating that(i)the Lease is in full force and effect without modification except as may be represented by the
Requesting Party, n there are no uncured defaults in the Requesting Party's performance, and(III)if Lessor is the Requesting Party, not more than
one month's rent has been paid in advance.Prospective purchasers and encumbrances may rely upon the Requesting Partys Estoppel Certificate,and
the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate.
an potential lender or purchaser Lessor
Hated too finance,
such financial r sell the Premises.
or any part thereof,Lessee and all Guarantors shall deriver to
Y P 9 by may be reasonably required by such lender or purchaser,including
but not limited to Lessee's financial statements for the past 3 years. All such financial statements shall be received by Lessor and such lender or
purchaser in confidence and shall be used only for the purposes herein set forth.
17. Definition of Lassor. The term "Lessor^as used herein shall mean the owner or owners at the time In question of the fee title to the
Premises,or,if this is a sublease,of the Lessee's interest in the prior lease. In the event of a transfer of Lessor's title or interest in the Premises or this
Lease. Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit hell by Lessor. Upon such transfer or
assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with rasped to the obligations and/or
covenants under this Lease thereafter to be performed by the lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be
performed by the Lessor shall be binding only upon the lessor as hereinabove defined.
16. Severabfliy. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way alled the
validity of any other provision hereof.
19. Days. Unless otherwise speclficaly indicated to the contrary,the word"days"as used In this Lease shall mean and refer to calendar days.
20. Limitation on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor, or its partners,
members,directors,officers or shareholders,and Lessee shall look to the Premises,and to no other assets of Lessor,for the satisfaction of any liability
of Lessor with respect to this Lease,and shalt not seek recourse against Lessor's partners,members,directors,officers or shareholders,or any of their
personal assets for such satisfaction.
21. Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under
this Lease.
22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter
mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and
warrants to the Brokers that it has made,and is relying solely upon,its own investigation as to the nature,quality,character and financial responsibility
of the other Party to this Lease and as to the use,nature,quality and character of the Premises. Bickers have no responsibility with respect thereto or
with respect to any default or breach hereof by either Party.
23. Notices.
23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered In
person(by hand or by courier)or may be sent by regular,certified or registered mail or U.S.Postal Service Express Mail,with postage prepaid,or by
facsimile transmission,and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a
Party's signature on this Lease shall be that Partys address for delivery or mailing of notices. Either Party may by written notice to the other specify a
different address for notice,except that upon Lessee's taking possession of the Premises,the Premises shall constitute Lessee's address for notice. A
copy,of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter
designate in writing.
23.2 Data of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of
delivery shown on the receipt card, or if no delivery date is shown,the postmark thereon. If sent by regular mail the notice shag be deemed given 72
hours after the some is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express.Mail or overnight
courier that guarantee next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices transmitted
by facsimile transmission or similar means shall be deemed delivered upon telephone confirmation of receipt(confirmation report from fax machine is
sufficient), provided a copy is also delivered via delivery or mail. If notice is received on a Saturday, Sunday or legal holiday, it shag be deemed
received on the next business day.
24. Waivers.
(a) No waiver by Lessor of the Default or Breach of any term,covenant or condition hereof by Lessee,shall be deemed a waiver of any
other temp, covenant or condition hereof,or of any subsequent Default or Breach by Lessee of the same or of any other term,covenant or condition
hereof. Lessor's consent to,or approval of,any ad shall not be deemed to render unnecessary the obtaining of Lessors consent to,or approval of,any
subsequent or similar ad by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such
Consent.
(b) The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be
accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in
connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by
Lessor at or before the time of deposit of such payment.
(c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED
THERETO AND HEREBY WANE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS
INCOVS/IISTENT WITH THIS LEASE. /
'k PAGE 11 OF 15
INITIALS IMTL4kLS
02003-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM RMTN-23706E
-• .w..p...ymunra r uu rammm or a neat tsrete Agency Relationship.
(a) When entering into a discussion with a real estate agent regarding a real estate transaction,a Lessor or Lessee should from the
outset understand what type of agency relationship or representation it has with the agent or agents In the transaction. Lessor and Lessee
acknowledge being advised by the Brokers In this transaction,as follows:
() Lessor's Agent. A Lessor's agent under a listing agreement with the Lessor acts as the agent for the Lessor only. A
Lessor's agent or subagent has the following affirmative obligations: To the Lessor. A fiduciary duty of utmost care, integrity,honesty,and loyalty in
dealings with the Lessor. To the Lessee and the Lessor. (a)Diligent exercise of reasonable skills and care in performance of the agent's duties. (b)A
duty of honest and fair dealing and good faith. (c)A duty to disclose all facts known to the agent materially affecting the value or desirability of the
property that arenot known to, or within the diligent attention and observation of,the Parties. An agent is not obligated to reveal to either Party any
confidential information obtained from the other Party which does not involve the affirmative duties set forth above.
(i) Lessee's Agent. An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the
Lessor's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor. An agent
acting only for a Lessee has the following affirmative obligations. To the Lessee: A fiduciary duty of utmost pre. Integrity, honesty, and loyally in
dealings with the Lessee. To the Lessee and the Lessor. (a)Diligent exercise of reasonable skills and pre In performance of the agent's duties. (b)A
duty of honest and fair dealing and good faith. (c)A dory to disclose all facts known to the agent materially affecting the value or desirability of the
property that are not known to,or within the diligent attention and observation of,the Parties. An agent is not obligated to reveal to either Party any
confidential information obtained from the other Party which does not involve the affirmative duties set forth above.
(li) Agent Representing Both Lessor and Lessee A real estate agent,either acting directly or through one or more associate
licenses,can legally be the agent of both the Lessor and the Lessee in a transaction,but only with the knowledge and consent of both the Lessor and
the Lessee. In a dual agency situation, the agent has the following affirmative obligations to both the Lessor and the Lessee:(a)A fiduciary duly of
utmost pre, integrity, honesty and kryalty in the dealings with either Lessor or the Lessee. (b)Other duties to the Lessor and the Lessee as stated
above in subparagraphs()or(i).In representing both Lessor and Lessee, the agent may not without the express permission of the respective Party,
disclose to the other Parry that the Lessor will accept rent in an amount lees than that indicated in the listing or that the Lessee Is willing to pay a higher
rent than that offered.The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect their
own Interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction.
Areal estate agent is a person qualified to advise about real estate. If legal or tax advice Is desired,consult a competent professional.
(b) Brokers have no responsibility with rasped to any default or!reach hereof by either Party.The Parties agree that no lawsuit or
other legal proceeding involving any breach of duty,error or omission relating to this Lease may be brought against Broker more than one year after the
Start Date and that the liability(including court costs and attorneys'fees),of any Broker with respect to any such lawsuit and/or legal pmooedkg shall
not exceed the fee received by such Broker pursuant to this Lease;provided,however,that the foregoing limitation on each Brokers liability shall not be
applicable to any gross negligence or willful misconduct of such Broker.
(c) Buyer and Seller agree to identify to Brokers as"Confidential"any communication or information given Brokers that is considered
by such Party to be confidential.
26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of
this Lease. In the event that Lessee holds over, then the Base Rent and Percentage Rent Rate shall be increased to 150% of the Base Rent and
Percentage Rent Rate applicable immediately preceding the expiration or termination. Nothing contained herein shah be construed as consent by
Lessor to any holding over by Lessee.
27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall,wherever possible, be cumulative with all
other remedies at law or in equity.
28. Covenants and Conditions; Construction of Agreement Ali provisions of this Lease to be observed or performed by Lessee are both
covenants and conditions. In construing this Lease,all headings and Was are for the convenience of the Parties only and shall not be considered a
part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as If
prepared by one of the Parties,but rather according to its fair meaning as a whole,as If both Parties had prepared iL
29, Binding Effect; Choice of Law. This Lease shah be binding upon the parties,their personal representatives, successors and assigns and
be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be
initiated In the county in which the Premises are located.
30. Subordination;Attomment;Non-Disturbance.
30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease,mortgage,deed
of trust,or other hypothecation or security device(collectively,'Security Devices now or hereafter placed upon the Premises,to any and all advances
made on the security thereof,and to all renewals,modifications,and extensions thereof. Lessee agrees that the holders of any such Security Devices
(n this Lease together referred to as"Lender")shall have no lability or obligation to Perform any of the obligations of Lessor under this Lease. Any
Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to
Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the
documentation or recordation thereof.
30.2 AttommenL In the event that Lessor transfers title to the Premises,or the Premises are acquired by another upon the foreclosure
or termination of a Security Devise to which this Lease is subordinated(I) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3.
attom to such new owner,and upon request,enter into a new lease, containing all of the terms and provisions of this Lease,with such new owner for
the remainder of the temp hereof,or,at the election of the new owner,this Lease whir automatically become a new lease between Lessee and such new
owner, and(11) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessors obligations,
except that such new owner shall not:(a)be Gable for any act or omission of any prior lessor or with respell to events occurring prior to acquisition of
ownership;(b)be subject to any offsets or defenses which Lessee might have against any prior lessor, (c)be bound by prepayment of more than one
month's rent,or(d)be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner.
30.3 Nord-Disturbance. With rasped to Security Devices entered into by Lessor after the execution of this Lease, Lessee's
subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a "Non-Disturbance Agresment%
from the Lender which Non-Disturbance Agreement provides that Lessee's possession of the Premises,and this Lease,including any options to extend
the term hereof,will not be disturbed so long as Lessee Is not in Breach hereof and aftoms to the record owner of the Premises. Further,within 60
days after the execution of this Lease, Lessor shall, if requested by Lessee, use its commercially reasonable efforts to obtain a Non-0isturbannce
Agreement from the holder of any pre-existing Security Device which is secured by the Premises. In the event that Lessor is unable to provide the
Non-Dion an de Agreement within said a days, then Lessee may, at Lessee's option, directly contact Lender and attempt to negotiate for the
execution and delivery of Non-0isturbanp Agreement.
30.4 Self-Executing. The agreements contained In this Paragraph 30 shall be effectfve without the execution of any further documents;
Provided. however,that,upon written request from Lessor or a Lender in connection with a sale,financing or refinancing of the Premises,Lessee and
Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attomment and/or
Non-Disturbance Agreement Provided for herein.
31. Attorneys•Fear. If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort,contract or equity,or
to declare rights hereunder,the Prevailing Party(as hereafter defined)in any such proceeding,action,or appeal thereon,shall be entitled to reasonable
attorneys'fees. Such fees may be awarded in the same suit or recovered in a separate suit,whether or not such action or proceeding is pursued to
decision or judgment. The term, "Prevailing Party"shall include,without itm"on, a Party or Broker who substantially obtains or defeats the relief
sought,as the case may be,whetter by compromise,settlement,judgment, or the abandonment by the other Party or Broker of its claim or defense.
The attorneys'fees award shall not be computed in accordance with airy court fee schedule,but shall be such as to fully reimburse all attorneys'fees
reasonably incurred. In addition, Lessor shall be entitled to attorneys'fees, costs and expenses incurred in the preparation and service of notices of
Default and consultations in connection therewith,whether or not a legal action is subsequently commenced in connection with such Default or resulting
Breach($200 is a reasonable minimum per occurrence for such services and consultation).
32. Lessor's Access;Showing Premises; Repairs. Lessor and Lessors agents shah have the right to enter the Premises at any time,in the
pee of an emergency,and otherwise at reasonable tines after reasonable prior notice for the purpose of showing the same to prospective purchases,
lenders.
(oorrtenants,and making such alterations,repairs,improvements or additions to the Premises as Lessor may deem necessary or desirab and
_low—,, PAGE 12 OF 15
INITIALS
INITIALS
02003-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM RMTN-UVOSE
suur activities snap ae without abatement of rent or liability to Lessee.
33. Auction&. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's prior written consenL
which consent shall be granted or denied at Lessor's sole discretion.
34. Signs. Lessor may place on the Premises ordinary"For Sale"signs at any time and ordinary"For Lassa"signs during the last 6 months of
the term hereof. All signs must comply with all Applicable Requirements. Lessee shall not place,construct.or maintain on the glass panes or supports
of the show windows of the Promises,the doors,exterior walls or the roof of the Building,or anywhere else within the Shopping Center outside of the
Premises, or on any interior portions of the Premises that are visible from the extedor of the Premises, any signs,advertisements, names, insignia,
trademarks, descriptive material or any other items without Lessor's prior written consent,which consent shall be granted or denied at Lessor's sole
discretion. Lessor shall designate the size, shape, color, design, and location of all exterior sign(s)to be installed by Lessee, and Lessee shall, at
Lessee's sole cost and expense,fabricate,construct and install all such sign(s)in full compliance with Lessor's designation and in accordance with the
Sign Criteria for the Shopping Center attached hereto,if any. Lessee agrees to submit plans and specifications for Lessee's sign(s)for Lassoes written
approval within 30 days after the full execution hereof and to Instal such sign(s) prior to opening for business at the Premises. Lessor, at Lessee's
cost, may remove any Rem placed, constructed or maintained in, upon or about the Premises or Slopping Center which does not comply with this
paragraph. In the event there is a pole,pylon or monument sign for the Shopping Center, Lessor shag have the right, but not the obligation,to install
lettering designating Lessee's business on such sign,at Lessee's expense,with Lessors approval of location,sae,style and color. All signs that are
permanently attached to the Premises or Building shall become the property of Lessor at the expiration or eadierlermination hereof provided, however,
that Lessee shall promptly remove all such signs If Lessor so elects,and Lessee shag promptly repair all damage caused by such removal. Lessee
shalt not place,construct or maintain in, upon or about the Premises any search lights,flashing lights, loudspeakers, phonographs or other visual or
audio media.
35. Termination;Merger. Unless specifically stated otherwise in writing by Lessor,the voluntary or other surrender of this Lease by Lessee,the
mutual termination or cancellation hereof,or a termination hereof by Lessor for Breach by Lessee,shall automatically terminate any sublease or lesser
estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtananches. Lassoes failure within 10 days
following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessors election to have
such event constitute the termination of such interest.
36. Consents. Except as otherwise provided herein,wherever in this Lease the consent of a Party is required to an act by or for the other Party,
such consent shall not be unreasonably withheld or delayed. In those express instances where consent is within the sole discretion of a party,the party
shalt have no obligation to adhere to a standard of reasonableness. Lessor's actual reasonable costs and expenses (including but not limited to
architects', attorneys, engineers' and other Consultants•fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor
consent,including but not limited to consents to an assignment,a subletting or the presence or use of a Hazardous Substance,shall be paid by Lessee
upon receipt of an invoice and supporting documentation therefor. Lessor's consent to any act, assignment or subletting shall not Constitute an
acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or
Breach, except as may be otherwise specifically staled in writing by Lessor at the time of such consent The failure to specify herein any particular
condition to Lassoes Consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then
reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination
made by the other hereunder and reasonably requests the reasons for such determination,the determining party shall furnish its reasons in writing and
In reasonable detail within 10 business days following such request.
37. Guarantor.
37.1 Execution. The Guarantors,if any,shall each execute a guaranty in the form most recently published by the AIR Commercial Real
Estate Association.
37.2 Default. It shall Constitute a Default of the Lessee if any Guarantor falls or refuses, upon request to provide: (a)evidence of the
execution of the guaranty, including the authority of the party signing on Guarantees behalf to obligate Guarantor, and in the case of a corporate
Guarantor, a certified copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c)an
Estoppel Certificate,or(d)written confirmation that the guaranty is still in effect
36. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on
Lessee's part to be observed and performed under this Lease, lessee shall have quiet possession and quiet enjoyment of the Premises during the
term hereof.
39. Options. If Lessee is granted an option,as defined below,then the following provisions shall apply.
39.1 Definition. "Opton"shad mean: (a)the right to extend the term of or renew this Lease or to extend or renew any lease that
Lessee has on other property of Lessor,(b)the right of first refusal or first offer to lease either the Premises or other property of Lessor,(c)the right to
purchase or the right of first refusal to purchase the Premises or other property of Lessor.
39.2 Options Personal To Original Lessee. Any Option granted to Lessee in this Lease Is personal to the original Lessee,and cannot
be assigned or exercised by anyone other than said original Lessee and only while the original Lessee Is in full possession of the Premises and, lf
requested by Lessor,with Lessee certifying diet Lessee has no intention of thereafter assigning or subletting.
39.3 exercised unless the Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be
prior Options have been validly exercised.
39.4 Effect of Default on Options.
(a) Lessee shall have no right to exercise an Option: (q during the period Commencing with the giving of any notice of
Default and continuing until said Default is cured, (N)during the period of time any Rent is unpaid(without regard to whether notice thereof is given
Lessee),(iii)during the time Lessee is In Breach of this Lease,or(iv)in the event that Lessee has been given 3 or more notices of separate Default,
whether or not the Defaults are cured,during the 12 month period Immediately preceding the exercise of the Option.
(b) The Period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee's
inability to exercise an Option because of the provisions of Paragraph 39.4(a).
(c) An Option shall terminate and be of no further force or effect, notwithstanding Lessee's due and timely exercise of the
Option, if,after such exercise and prior to the commencement of the extended tern or completion of the purchase, Q)Lessee fails to pay Rent for a
period of 30 days after such Rent becomes due(without any necessity of Lessor to give notice thereof),or(if)if Lessee commits a Breach of this Lease.
40. Security Measures. Lessee hereby acknowledges that the Rem Payable to Lessor hereunder does not include the cost of guard service or
other security measures,and that Lessor shall have no obligation whatsoever to provide some. Lessee assumes all responsibility for the protection of
the Premises, Lessee, its agents and invitees and their property from the acts of third parties. While Lessor does not assume any responsibility to
provide any security measures or any liability for failure to provide security measures or for any Inadequacy thereof, Lessor shall have the authority to
institute or continue such security measures as Lessor in its sole discretion deems necessary or appropriate from time to time,the cost and expenses
of which shall be considered Common Area Operating Expenses. To the degree directed by Lessor, Lessee shall coordinate its security measures at
the Premises with the security measures instituted by lesser,it any.
41. Reservations. Lessor reserves the right(I)to grant,without the consent orjoinder of Lessee,such easements, rights and dedications that
Lessor deems necessary, (i)to cause the recordation of parcel maps and restrictions,and(IN)to create and/or install new utility raceways,so long as
such easements, rights, dedications, maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premises by Lessee.
Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights.
42. Building Planning. Lessor shall have the right at any time or times,upon giving Lessee not less than 60 days prior written notice,to provide
and furnish Lessee with space of comparable visibility located elsewhere within any of the buildings within the Shopping Caller and to move Lessee
into such now space,provided that the usable area Of such new space Is not less than the usable area of the Premises and provided that all of Lessee's
reasonable out-of-pocket moving expenses (including but not limited to the cost of moving Lessee's personal property,the cost of reprinting Lessee's
stationary or other business materials with the new address, and the cost to relocate and reinstall tenant Improvements and Lessee's
telecommunications and computer equipment)shall be Paid by Lessor, and Provided further that Lessor shall construct at Lassoes expense such
im ants to such new space as shall he necessary to place it in a condition that is substantially comparable to the Premises. Except as pmvh ed
PAGE 13 OF 15 S
ITI INALS
INITIALS
02003-AIR COMMERCIAL REAL ESTATE ASSOCIATION
FORM RMTN 23/05E
result of such relocation. On such relocation,the terms and conditions of this Lease shall remain in full force and effect,including but not limited to the
Base Rent payable hereunder and Lessee's Share(even if the usable area of such relocated Premises is in excess of the usable area of the Premises),
except that the Premises shall be in such new location. Upon Lessor's request,the Parties shall execute an amendment to this Lease in form required
by Lessor confirming the relocation of the Premises to such new location. If the new space does not meet with Lessee's approval,which approval
Lessee shall give or withhold in accordance with Paragraph 36,Lessee shall have the right to cancel this Lease by giving Lessor written notice thereof
within 15 days of receipt of Lassoes notification of its intent to relocate Lessee. Lessee's failure to give such notice within such 15 day period shag be
deemed Lessee's approval of the new space. If timely notice is given by Lessee,then this Lease shall terminate unless Lessor rescinds Lessor's prior
notice of its intent to relocate Lessee within 10 days after Lessor's receipt of Lessee's notice of cancellation.
43. Perfom ance Under Protest If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other
under the provisions hereof,the Party against whom the obligation to pay the money is asserted shall have the right to make payment"under protesr
and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to Institute suit for recovery of
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 thereof, said Party shag be
entitled to recover such sum or so much thereof as it was not legally required to pay.A Party who does not initiate suit for the recovery of sums paid
"under protest within 6 months shall be deemed to have waived its right to protest such payment.
44. Authority;Multiple Parties;Execution.
(a) If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual
executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf.
Each Party shag,within 30 days after request deliver to the other Party satisfactory evidence of such authority.
(b) If this lease is executed by more than one person or entity as"Lessee",each such person or entity shall be jointly and
severally gable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other
document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as If all of the named Lessees had executed such
document
(c) This Lease may be executed by the Parties in counterparts,each of which shall be deemed an original and all of which
together shall constitute one and the same instrument
45. Conflict Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions shall be controlled by the
typewritten or handwritten provisions.
46. Offer. Preparation of this Lease by either Party or their agent and submission of same to the other Party shall not be deemed an offer to
lease to the other Party. This Lease is not intended to be binding until executed and delivered by a0 Parties hereto.
47. Amendments. This Lease may be modified only in writing,signed by the Parties in interest at the fime of the modification. As long as they
do not materially change Lessee's obligations hereunder,Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be
reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises.
48. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.
49. Mediation and Arbitration of Disputes. An Addendum requiring the Mediation andfor the Arbitration of all disputes between the Parties
and/or Brokers arising out of this Lease❑ is E( is not attached to this Lease.
50. Americans with Disabilities Act Since compliance with the Americans with Disabilities Act(AM)is dependent upon Lessees specific use
of the Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the
event that Lessee's use of the Premium requires modifications or additions to the Premises in order to be in ADA compliance,Lessee agrees to make
any such necessary rodfcabons andfor additions at Lessee's expense.
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN,AND
BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE
THAT,AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE
INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.
ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY
ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO
WHICH IT RELATES. THE PARTIES ARE URGED TO:
1. SEE ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.
2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID
INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO:THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES,THE ZONING OF
THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITHIN THE
AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE
WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY
NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED.
The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures.
Executed at Executed at
On: On: J
By LESSOR: By LESSEE:
NOIA BUILDING, LP
NOIA INVESTMENTS, INC. — General Partner STACY ROBERT HOCHANADEL
By: By:
Name Printed: Ernest G. Noia Name Printed: STACY R. HOCHANADEL
Title: Vice President — Noia Investments Title:
EMAIL EGNmN01AINC.COM���� A, �— B
By. i J> email: l'S.CANNAHELP®EMAIL
Name Printed: 11 S �N f lihsf N Y
Title: Name Printed: Owner/President
Title:
Address: PO Box 4490 Address: 525S. Vista Oro, Palm Springs CA. 922
Palm Springs, CA, 92263
T+/e111eephoner) 320-5737 Telephone:(760) 409 408-0190
SLYNN PAGE 14 OF 15
INITUU.S INITIALS
0=3-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM RMTN-2-3/g6E
BROKERMANAGEMENTCOMPANY: BROKER.
Noia Investments, Inc.
Attn: Carolyn Noia Attn:
Tile: President Title:
Address: 919 Crossley Road Address:
Palm Springs, CA 92264
Telephone:(760) 320-5737 Telephone: ( )
Facsimile:(L0) 320-5739 Facsimile:( j
Email: carolvn@noiainc.com Email:
Federeal ID No.: Federal ID No.:
NOTICE: These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you
am utilizing the most current form: AIR Commercial Real Estate Association, 800 W Bth Street, Suits 800, Los Angeles, CA 90617.
Telephone No.(213)687-8777. Fax No.:(213)687-8616.
®Copyright 2003 By AIR Commercial Real Estate Association.
All rights reserved.
No part of time works may be reproduced in any form without permission In writing.
PAGE 15 OF 15
INITIALS
INITIALS
02003-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM RMTN-2-W06E
OPTIONS) TO EXTEND
STANDARD LEASE ADDENDUM
Dated DECENBE 15, 2011
By and Between (Lessor)NOIA BUILDING LP
11�
By and Between (Lessee) STACY R. 7K�lTaI1�(�1_
9�3 f
Address of Premises: 9 OSSLEY ROAD, PALM SPRINGS
Paregreph�� ,. �"
A. OPTION(S)TO EXTEND:
Lessor hereby grants to Lessee the option to extend the term of this Lease for Three additional Years
month pedod(s)commencing when the prior term expires upon each and all of the following terms and conditions:
(t) In order to exercise an option to extend,Lessee must give written notice of such election to Lessor and Lessor must receive the same at
least 90 but not more than 120 months prior to the data that the option period would commence,time being of the essence. If proper
notification of the exercise of an option is not given and/or received, such option shell automatically expire. Options(if there are more than one)may
only be exercised consecutively.
(11) The provisions of paragraph 39.including those relating to Lessee's Default set forth in paragraph 39.4 of this Lease,are conditions of
this Option.
(III) Except for the provisions of this Lease granting an option or options to extend the term, all of the terms and conditions of this Lease
except where specifically modified by this option shall apply.
(iv) This Option Is personal to the original Lessee,and cannot be assigned or exercised by anyone other than said original Lessee and only
while the original Lessee Is in full possession of the Premises and without the Intention of thereafter assigning or subletting.
(v) The monthly rem for each month of the option period shall be calculated as follows,using the method(s)Indicated below.
(Check Methods)to be Used and Fill In Appropriately)
❑ I. Cost of Living Adjustment(s)(COLA)
a. On(Fill in COLA Dates):
the Base Rent shall be adjusted by the change, if any, from the Bess Month specified below, In the Consumer Price Index of the Bureau of labor
Statistics of the U.S. Department of Labor for(select one):❑CPI W(Urban Wage Earners and Clerical Workers)or❑CPI U(Ali Urban Consumers),
for(Fill In Urban Area):
All Items(1982-1984=100),herein referred to as"CPI'.
b. The monthly rent payable in accordance with paragraph A.I.a.of this Addendum shall be calculated as follows:the Base Rent set forth In
paragraph 1.5 of the attached lease,shall be mul0plied by a fraction the numerator of which shag be the CPI of the calendar month 2 months prior to
the month(s)specified in paragraph A.I.a. above during which the adjustment is to take effect,and the denominator of which shall be the CPI of the
calendar month which is 2 months prior to(select one):❑the first month of the term of this Lease as set forth In paragraph 1.3{'Base Month")or 0
(Fill In Other"Base Month'):
The sum so calculated shall constitute the new monthly rent hereunder,but in no event,shall any such new monthly rent be less than the rent payable
for the month immediately preceding the rent adjustment
e. In the event the compilation and/or publication of the CPI shall be transferred to any other governmental department or bureau or agency or
shall be discontinued,ten the Index most nearly the same as the CPI shall be used to make such calculation. In the event that the Parties cannot
agree on such alternative index, then the matter shag be submitted for decision to the American Arbitration Association in accordance with the then
rules of said Association and the decision of the arbitrators shall be binding upon the parties. The cost of said Arbitration shall be paid equally by the
Parties.
❑ IL Market Rental Value Adjustment(s)(MRV)
a. On(Fill in MRV Adjustment Date(s))
the Base Rent shall be adjusted to the"Market Rental Value'of the property as follows•
1) Four months prior to each Market Rental Value Adjustment Date described above,the Parties shag attempt to agree upon whet the new
MRV will be on the adjustment date. If agreement cannot be reached,within thirty days,than:
(a) Lessor and Lessee shall immediately appoint a mutually acceptable appraiser or broker to establish the new MRV within the next 30
days. Any associated costs will be split equally between the Parties,or
(b) Both Lessor and Lessee shell each Immediately make a reasonable determination of the MRV and submit such determination
in
i�=y— PAGE 1 OF 2
INITIALS INITIALS
02000-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OE-"OOE
will be a Governing Document as defined herein; and(b) Lessee shall,within ten(10) days after
Lessor's request, execute and return all documents and instrmllents that in Lessor s reasonable
judgment are necessary or appropriate to implement such subordination. In the event Lessee
fails to timely execute and return said documentation to Lessor in the time stated herein, then
Lessee hereby appoints Lessor as Lessee's attorney-in-fact,and Lessor is given the full authority
to execute said documentation, as delivered to Lessee, on behalf of Lessee. Lessee's failure to
timely comply with the requirements of this Section shall constitute a material breach of and
default under this Lease, and the cure provisions set forth in the Lease shall not apply. Lessor
shall include in the CCRs anything that adversely affects Lessee's rights under the Lease without
Lessee's written approval,which shall not be unreasonably withheld,conditioned or delayed.
This Lease,and the interest of Lessee and any sublessee in the Premises, are subject to all
of the terms, covenants,conditions and restrictions set forth in the Governing Documents and the
rights and interests of the parties thereto. In the event of any conflict between this Lease and the
Governing Documents,the terms and conditions of the Governing Documents shall prevail. Any
violation by Lessee, or caused by Lessee, under the Governing Documents shall automatically
constitute a breach of this Lease.
54. INDIAN OASIS RETAIL PROJECT SITE. Lessee acknowledges that the building floor
plan sets forth proposed general layouts, and shall not be deemed a representation by Lessor that
the project shall be constructed as indicated thereon or that any tenants or occupants designated
by name or nature of business thereon shall conduct business in the project during the lease term.
The project developer and owner may increase, decrease or change the size, shape, number,
location, use and dimensions of the buildings, the premises therein, driving lanes, driveways,
walkways,pedestrian areas, common areas and other improvements, and have the right to make
additions and alterations to all improvements constructed within the project;provider, kowever,
that, without Lessee's approval, Lessor shall not modify the Premises in a manner that would
materially adversely affect Lessee's rentabhe square footage.
55. ASSIGNMENT AND SuBLEASEs. In addition to the requirements of the Lease, any
assignment or subleasing of the Premises by Lessee shall be subject to the consent and other
requirements of the Governing Documents.
56. SMOICDHG POLICY.It is understood and agreed by the Lessee that its use will proMlnt
smoking inside the Leased Premises and will discourage smolang outside the front door'of the
units. Lessee shall keep the area in front of its units free and clean of cigarette butts.
56. WATER COST ALLOCATION.Lessee shall reimburse Lessor for 95%of the annual water
charge for the entire building with following months rent payment
56. REGULATIONS—ALL STATE AND LOCAL REGULATIONS PERTAINING TO OPERATING THIS
BUSINESS MUST BE FULLY COMPLIED WITH. FAILURE TO PERFORM WILL BE AN ENVENT OF
DEFAULT UNDER THE LEASE.COPIES OF ALL LICENSES AND PERMITS AS WELL AS ALL
CONWMONS OF APPROVAL SHALL BE SUPPLIED TO LESSEE AND ANY NOTICES OF DEFAALT
SHALL BE SENT TO LESSEE AS SOON AS POSSIBLE.
57. ON JANUARY 1,2012 i.rr_ wm SHALL PAY$12000.00 FOR THE LAST MONTH RENT. ON
FEBRUARY 1,2012 LESsEs SHALL PAY In MONTH RENT. IN THE EVENT THE CITY DOES NOT
APPROVE THIS USE BY MARCH 12012 THE LESSESS MAY CANCEL THIS LEASE AND RECEIVE DEPOSIT
BACK LESS$2000.00.
Lessor.
NOIA BUILDING L.P.,a California Limited Partnership
Noia Investment ,Inc.,a California Corporation-Its General Partner
3r
Ernest G.Noia,Vice-President Date
Lessee: A ROBERT HANADEL
By:,
STACY ROBERT HOCHANADEL Date
Page 2 �/
ADDENDUM TO O
STANDARD RETAH)MULTI-TENANT LEASE-NET
By and Between(Lessor): NOIA BUILDING L.P.
(Lessee): STACY ROBERT HOCHANADEL
Address of Premises: 903 thru 913 Crossley Road Patin Surinas California
THIS ADDENDUM TO STANDARD RETAIL/MULTI-TENANT LEASE - NET
(Addendum") is entered into as of the date of the foregoing Standard Retail/Multi-Tenant
Lease - Net, AIR Commercial Real Estate Association to which this Addendum is appended
("Lease"),by and between NOIA BUILDING L.P.,the Lessor under the Lease, and the Lessee
set forth above.
The parties'mutual execution of this Addendum shall be deemed to incorporate the terms
and provisions of the Lease,as modified by this Addendum.This Addendum�n tract between the
executed by
Lessor and Lessee), together with the Lease, shall constitute the binding
parties,and shall not be binding until signed and delivered by all parties.
All sections and paragraphs of the Lease that are affected by the terms and provisions of
this Addendum shall be deemed modified, whether or not specifically mentioned by
section/paragraph number.
In the event of any ambiguity or inconsistency between.the terms of this Addendum and
the terms of the Lease, the terms of this Addendum shall control. All initial-capitalized terms
used in this Addendum that are not expressly defined herein shall have the same meanings as are
ascribed to such terms in the Lease.
All references in this Addendum or in the foregoing Lease to the"Lease" shall mean and
refer to the foregoing Lease,as modified and supplemented by this Addendum.
53. LEASE SUBJECT To MASTER LEASE AND OTHER GovERNING DOCUM M. The
Premises comprise a subleasehold interest in a unit in the Indian Oasis Plaza Retail Center at the
address set forth in the Lease. This Lease shall be subject to, and Lessee, in its use of and
conduct of its business upon the Premises, shall not cause or permit any violation or breach of
all of the following documents ("Governing Documents"), copies of which are available at the
request of Lessee and all of which are hereby incorporated into this Lease by this reference:
53.1 Maaster Business Lease No PSL-350 dated November 8, 2001 between Darlene
Diaz Sanchez (Allottee No. 109 of the Agua Caliente Band of Cahuilla Indians) ("Master
Lessor'"), and MidValley Business Pads, L.P., a California limited partnership, as
("Master Lessee'), which was approved by the U.S. Department of the Interior, Bureau of
Indian Affairs("Secretary")on March 3,2004, as amended by that certain Amendment No. 1 to
Business Lease No. PSL-350, dated October 3, 2005 and approved by the Secretary on January
25,20%(as it may be further amended from time to time,the"Master Lease").
53.2 sublease BP 105 Under Master Lease No. PSL- 350 dated November 11 2005
between WValley Busi ess park, L.P., a California limited partnership, as Lessor, and Native
Development Corporation, a California corporation, as lessee, which was approved by the
Secretary an January 25,2006. Said Sublease BP-105 was assigned to Noia Building,L.P.under
that certain Assignm , Acceptance of Assignme t and Consent dated August 8, 2006, which
ent
was approved by the Secretary on August 15, 2006 (as it may be amended from time to time,
the "Sublease BP-10511). Sublease BP-105 is a sublease under the Master Lease and covers a
portion of the property under the Master Lease,including the Premises.
53.3 Declaration of Covenants Conditions and Restrictions for Oasis Plaza. A
Declaration of Covenants, Conditions and Restrictions for the Oasis Plaza Retail Centex'may be
recorded at some time after the execution of this Lease ("CCRa"). Lessee hereby agrees that(a)
ibis Lease, and Lessee's interest in the Premises,will be subordinate to the CCRs, and the CCRS
a, `� Par f
writing,to arbitration In accordance with the 1 Ing provisions: • 0-.r
(I) Within 15 days thereafter.Lessor and Lessee shall each select an 0 appraiser or❑broker("ConsultanP-check one)of their
choice to act as an arbitrator. The two arbitrators so appointed shall ImmediatNy select a third mutually acceptable Consultant to ad as a third
arbitrator.
00 The 3 arbitrators shall within 30 days of the appointment of the third arbitrator reach a decision as to What the actual MRV for
the Premises is,and.whether Lessor's or Leseee's submitted MRV is the closest thereto. The decision of a majority of the arbitrators shall be binding
on the Parties. The submitted MRV which is determined to be the closest to the actual MRV shall thereafter be used by the Parties.
(90 If either of the Parties falls to appoint an arbitrator within the specified 15 days,the arbitrator timely appointed by one of them
shall reach a decision on his or her own,and said decision shall be binding on the Parties.
(IV) The entire cost of such arbitration shall be paid by the party whose submitted MRV is not selected,is.the one that Is NOT the
closest to the actual MRV.
2) Notwithstanding the foregoing, the new MRV shall not be less than the rent payable for the month immediately preceding the rent
adjustment.
b. Upon the establishment of each New Market Rental Value:
1) the new MRV will become the new'Base RenC for the purpose of calculating any further Adjustments,and
2) the first month of each Market Rental Value tern shall became the now 'Base Month' for the purpose of calculating any further
Adjustments.
El Ill. Fixed Rental Adjustment(s)(FRA)
The Base Rent shall be increased to the following amounts on the dates set forth below:
On(Fill In FRA Adjustment Date(s)): The New Base Rent shall be:
Each Adjustment Date (Feb) 5% Higher than previous period
B. NOTICE:
Unless specified otherwise herein, notice of any rental adjustments, other than Fixed Rental Adjustments, shall be made as specified in
paragraph 23 of the Lase.
C. BROKER'S FEE:
The Brokers shall be paid a Brokerage Fee for each adjustment specified above in accordance with paragraph 15 of the Lease.
NOTICE: These forms are often modified to meet changing requirements of law and Industry needs. Always write or call to make sure you
are utilizing the most current form: AIR Commercial Real Estate Association, WO W Bth Street, Suite 800, Los Angeles, CA 80017.
Telephone No.(213)687$7TI. Fax No.:(213)687.8616.
PAGE 2OF2
INITIALS INITIALS
02000-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OE-34100E
CALIFORNIX DRIVER LICENSE
Q ASS CM1
ear 09H612015 twu NONE
.: ::OCHANAOEL
STACY ROBERT
ORO
PALM SPPoNCsE,CA 91264
i .r.air 10H 0 911 6/1 976
25ff. NONE 094649]8
SET Y H�RWGT WIN ^_Y!!': BLU
240 lb
0p0'.ROISO110]pC01 cMis OS'20/2011
•
•
GREENSIGHT MEDICAL
• INFO: 888-744-4861; FAX: 951-653-7409
MAIL: 72-780 COUNTRY CLUB DRIVE,SUITE#304
RANCHO MIRAGE, CA 92270
PALM SPRINGS * RANCHO MIRAGE
Physician Statement and Recommendation
Recommendation ID Number (REC ID): 0903 3165 4963 414
Patient Name: STACY ROBERT HOCHANADEL
Patient Identification: DMV: A8844066
Limits Exemption: CULTIVATION/POSSESSION IN EXCESS OF CALIFORNIA GUIDELINES FOR
PERSONAL USE ONLY-PER PHYSICAL LEGAL ADDRESS NOT TO EXCEED 99 PLANTS15KGS
Recommendation Issued: 03/18/2014 Recommendation Valid Through: 03/17/2015
24-Hour Verification
Phone: 310-855-3629 Online: https://verify.greenlifemedical.com
Pursuant to California's Health and Safety Code Section 11362.5
The purpose of this medical document is to identify this individual as a patient whose possession and/or cultivation of medical
cannabis is permissible pursuant to California Health and Safety Code Section 11362.5 and Senate Bill 420.
This affirms the patient listed above has been examined and evaluated by the physician indicated on this document and that th(
physician is licensed to practice medicine in the State of California. It is their assessment that the above-mentioned patient
qualifies under California Health and Safety Code Section 11362.5 for the use of cannabis for medical purposes. If this patient
chooses to use cannabis therapeutically, the staff of the clinic indicated on this document will continue to monitor the status of th
patient. The attending physician is responsible for only the medicinal cannabis aspect of medical care. This patient assumes fi
responsibility for any and all risks associated with this treatment option. The physician has discussed the potential medical
benefits and risks of cannabis use.
This patient hereby gives permission for representatives of GreenLife Medical Systems to discuss the nature of their condition(;
and the information contained within this document for verification purposes. This is a non-transferable document. This documei
is the property of the physician indicated on this document and can be revoked at any time without notice. Void after expiration,
altered or misused.
Patient Signature:
Physician Signature: ----_----_
Physician Name: JAMES KAO, D.O.
License Number: 20A7960
Clinic Name: GREENSIGHT MEDICAL
Clinic Address: 4693 E. Ramon Road
Palm Springs, CA 92264
•
Recommendation Verifiable By:
GreenLife Medical Systems LLC
Collective/Patient Support Line:310-857-6352
• Palm Springs Natural Healing Center Inc.
Acknowledgment Form
I Carolyn Noia herby acknowledges that Stacy Hochanadel And Joy
Meredith of Palm Springs Healing Center are to utilize the building
located at suite 903, 905,907,909,911,913 Crossley road Palm Springs
CA; 92264 for the supplying, growing and dispensing of medical
Cannabis.
Carolyn Noia 6/13/2014
Stacy Hochanadel 6/13/2014
• CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of K iv r:S sw,
On , [,w ;z G i �; before me tea. c,?•; >tit-� l ci.:s,
Dale Here Insert Name—ante of t e Otlicer
personally appeared
Neme(s)W Signe d
who proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) islare subscribed to the
within instrument and acknowledged;-to me that
_._. - he/shefthey executed the same in hi (their authorized
e�^ � WALKS capacity(ies), and that by his/her eir signature(s) on the
COMYJl.#1903991 x instrument the person(s), or the entity upon behalf of
NOTARY IC a CALIFORNIAa which the person(s) acted, executed the instrument.
'� RIVERSIDECWNTY .
Commission SEP13,2014 + I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
• Signature
Race Notary seal Above ' Slgnaare of NotM Pt6k
OPTIONAL
Though the information below is not required by law,if may prove valuable to persons relying m the document
and could prevent fraudulent removal and reattachment or this form to another document
Description of Attached Document
Title or Type of Document: -t uN )r r Y.: I11.1s r' ww �a I n. �°� „» Edrti �'01�
Document Date: % '3 r'"L% `' Number of Pages:
Signer(s) Other Than Named Above: ----- r- r' ir
Capacity(les) Claimed by Signer(s)
Signer's Name: Signers Name:
❑ Individual ❑ Individual
❑ Corporate Officer—Title(s): ❑Corporate Officer—Title(s):
❑ Partner—❑ Limited ❑ General _ ❑ Partner—❑ Limited ❑ General
Attorney in Fact ❑Attorney in Fact
❑ Trustee Top of Thumb here r Trustee Tap of thumb here
:1 Guardian or Conservator ❑ Guardian or Conservator
Other: ❑ Other:
Signer Is Representing: Signer Is Representing:
•
02007 Nawnel Notary Assawaan-9 De Sow Ave.PO.Boa 2402•ChatseMh.CA 31013-2402•✓.w.Na6analNotmyorg enaaSOW Reorder Can Q-Feel-d�7
Attfclea of incorporation of a 3684302
• ARTS-MU" Nonprofit Mutual Benefit Corporation r f
To form a nonprofit mutual benefit corporation In California, you can fill
out this form or prepare your own document,and submit for filing along with: (/
— A$38 filing fee. FILED -
A separate, non-refundable$16 service fee also must be Included,If Secretary of State
you drop off the completed form or document. State of California -
Imparfanff Nonprofit corporations in California are not automatically
exempt from paying California franchise tax or income tax each year. For JUN 13 2014 `
information about tax requirements and/or applying for tax-exempt status in California,go to https./Awiw.ftb.ca.gov/businesses/exampt_orgenizations or -
call the California Franchise Tax Board at(916)845-4171.
Note:Before submltNng this form,you should consult with a private attorney
for advice about your specific business needs. CC. Tbis space For office Use only
For questions about this form, go to www.sos.ca.gov/bus7nesslbe/Cling-ttps.htm
Corporate Name (List the proposed corporate name. Go to www.sos,m.govlbustness/bu/name-availobll[(yhtrn for general corporate name
requirements and restrictions.)
O The name,of the corporation Is PALM SPRINGS NATURAL ALTERNATIVE HEALING CENTER, INC.
Corporate Purpose
® This corporation is a nonprofit Mutual Benefit Corporation organized under the Nonprofit Mutual Benefit Corporation Law.
The purpose of this corporation Is to engage In any lawful act or activity, other than credit union business, for which a
corporation may be organized under such law,
I
• Service of Process {Clef a California resident Oran stave 1506 eorporetlon In California that agrees to be your initial agent to accept service I
of process In case your corporation Is sued. You may fist any adult who lives In California.You may not pat your own corporation as the agent.
0o not list an address if the agent is a 1606 corporation as the address for service of process Is already on Me.)
Q3 a, STACY HOCHANADEL
Agent's Name
b, 913 CROSSLEY ROAD PALM SPRINGS CA 92264
AgaviN Street Address(iregentls not acorpmuon)-Do nat Note P.O.Box Coinoebbrevlelfons) Slate Zip
Corporate Addresses
® e. 913 CROSSLEY ROAD PALM SPRINGS CA 92264
Initial Street Address of Corporation-Do not list a A.O.Box City(no abbreviations) State Zip
4.
Inlgal MaliingAddress of Cotporafton,11 d/llarenf from 4a Cky fno abbrevlaffons) Slate Zip !
Additional Statements (The following statements are for tax-exempt status In California.)
a. The specific purpose of this corporation Is to SEE ATTACHED
b. Nolwithatanding any of the above statements of purposes and powers, this corporation shall not, except to an
Insubstantial degree,engage In any sadvlties orexamise any powers that are not in furtherance of the specific purposes
of(his corporation,
_ This form must be signed by each incorporator. If you need more apace, attach extra pages that are 1-sided and on standard
letter-alzed paper(8112"x11" I attachments are made pert of those articles of incorporation. j
ERIC J. GUINAN
lncorporator lgn here I Print your name here
• Make chaddi6ney order payable to:Secretary of State By Mat; Drop-Off
Upon filing, we WIN return one (1)uncerti0ed copy of Secretary of State Secretary of Stale
your filed document for free, and will certify the copy Business Entities,P.O.Box 944260 1500 11111 Street.,3rd Floor
upon request and payment of a$6 cer8goation fee. Sacramento,CA 94244-2000 Sacramento,CA 968t4
Corpotail Code§§7f30.7132 atseq.,Revenue and Taxation Coda§§23161 at seq.and 23701 At seq. 2013 California 8eaelary of State
AM-MU(EST 05/2013) WnW.so&Ca.g01'lbusk1Oss10a
3664302
Attachment to Articles of Incorporation
For
PALM SPRINGS NATURAL ALTERATIVE HEALING CENTER, INC.
5a. Also in the context of its general corporate purpose described in section 2, the corporation
shall limit its activities to the nonprofitpurpose of acting as a collective for providing alternative
health services for the benefit of its members including but not limited to those services and
products permitted by the Compassionate Use Act of 1996,which permitted the cultivation and
use ofmarijuaua by seriously ill individuals upon a physician's recommendation, (13ealth and
Safety Code§11362.5)and any other local ordinances created to implement this statute. 1n
furtherance of this purpose, the corporation shall provide adequate security to ensure that
members are safe and that the surrounding homes or businesses are not negatively impacted by
nuisance activity such as loitering or crime. In addition,to maintain security,prevent fl-aud, and
deter robberies,the corporation shall keep accurate records and follow accepted case handling
practices,including regular bank runs and cash drops,and maintain a general ledger of cash i
transactions.
i
i
I
•
• I
I
I
I
/� I heieby cerGly that N,r foreyoin;�
/i`" ,g�;, transcript of_.—.� Pa9e(Si
=-"' y is a full,true and correct copy of the
original record in the f.slal y of the
�.•,{^,.-;�.'.�. Cai7o;nia Secrelar,of Staloso(fice
JUN 16 Z014
MRA BOWEN,Secretary of°;fate
FLOOR PLAN KEYNOTES
Fil ALUMINUM STOREFRONT SYSTEM-SEE SHEET A-500
F 2] s
STEEL COLUMN,SEE STRUCTURAL DRAWINGS
F 3 SOFFIT ABOVE,REFER TO REFLECTED CEILING PLAN FOR ADDITIONAL _
INFORMATION
r4] ROOF LINE ABOVE,SEE ROOF PLANS sM
5 OOF DRAINLINE UNDER SIDEWALK. 6 30 m c g a r c h i t e c t u r e
ISCHARGE AT CURB FACE-SEE DETAIL
A-503 A-502
DOWN SPOUT FROM OVERFLOW DRAIN ABOVE.DISCHARGE THROUGH T 949.553.1117 OO 949.474.70,56
6 COLUMN.SEE PLUMBING PLANS 18201 Von Karman Ave.,Suite 250,Irvine,CA 92612-1071
r 7] ROOF ACCESS LADDER,SEE 27 & 7
Seal:
A-502 A-503
ROOF TOP MOUNTED MECHANICAL UNIT 5\�P�D AR�o ,,
181
ABOVE.SEE MECHANICAL PLANS
F19 LIGHT GAGE METAL FRAMED DEMISING WALL W/5/8"GYPSUM BOARD ON No.C 018377T
EACH SIDE OVER PLYWOOD SHEATHING.SEE STRUCTURAL
10 LIGHT GAGE METAL FRAMED RESTROOM PARTITION WITH 5/8"GYPSUM
BOARD ON SUITE SIDE AND 5/8"MR GYPSUM BOARD ON RESTROOM SIDE of
E
2X WOOD FRAMED COLUMN/PILASTER WITH STONE
VENEER. SEE EXTERIOR ELEVATIONS
12 2 2X6 WOOD FRAMED WALL WITH STONE VENEER A Project for:
Vl
A-201
13 NOT USED
14 INTERCOM CALL BOX LOCATION.INTERCOM DEVISE
D E AND EXACT LOCATION BY OWNER.
Y-301 A-301 F 15 FABRIC AWNING ABOVE,REFER TO EXTERIOR ELEVATIONS AND
FA-3Q1 MATERIAL DESCRIPTION FOR ADDITIONAL INFORMATION.
ARCHWA-f ABOVE. REFER TO SHEET A121 FOR
1 2 + 3 4 C J � G � i [16] ADDITIONAL INFORMATION
i V 8 9 10 5
r I [17] ACCESSIBLE RESTROOM.SEE ENLARGED PLAN
r 180-0'1 A 501
3'-6" 8'-6" 6t_ �� 13'-6" 6'_ �� 13'-6" 1 ��
STUB PHONE SERVICE OUT FOR PHONE CONNECTION TO
18 4'-0"X 8'-0"x 3/4"THICK PLYWOOD PHONE BOARD
-�—�}'- _ -_ 6-0 g'-p'� 6�_3�� �_9�� 16'_p" 3'-0" 6�r0��
6�-0" 11'-0" 6'p�� 11'-0" 14'-0"
3'-0°
19 STAIRS TO MEZZANINE ABOVE(APPLICABLE 5 10 13
� r
'-6" 6'-0" 6'-1" T-5' 6`-9" 6'-9" 9'-3" 7-8 1 1.-
8'-10" 11'-2" 5'-6" 5'-6" 5'-6" 5'-6" 8'-0" 8'-p° r TO BUILDING 1 ONLY)-SEE DETAILS........ A-504 A-504 A-504
r ---- T-0" 7'-0"
f I i I I 20 PRECAST CONCRETE COLUMN COVER.SEE DETAIL 18 Q
I I , A-503 Z
21 TRELLIS ABOVE-SEE REFLECTED CEILING PLAN DRAWING Q
g r -
6 0-1 I- _l i -I I- -11- l l- 3'-0„ 22 ELECTRICAL SWITCHBOARD �
[5� -9" I Li-
6 CI I! II II II 11 I !I II II II �II II 5
i 1 9 II )I ) II )I Il )I I III II I) II II rII O II 3° 3'p 3�� 6 5 Q
Il�I! II li !I i1i iI II �- 6 '— cv r LJ1
- - - - i t N �_/ _ -- ---- --�-- �- - ;�_ 23 ELECTRICAL HOUSE PANEL „J
A 29 ,I k -F!— -itl—H- ! -+I �+ !—y I+ -� i - — ------ ---- --- r rt
L At
4 , i _ - - -- - ------ -
CD - 0 2 - _-. i 2 t — - -- — \ 24 LOW PLANTER WALL z
,n i � 2 � � i �� � _� �_ � O
Acc: Cr
I t i o _ I f\ \ 23 C O >Eo, \ Q- \1 Co 0-
2
[::�
® ABOVE _ -_ j r K 3 I i \ '>� - f�I `t i \ C) 3
15 25 STAIR ENTRY ARCH ABOVE.SEE EXTERIOR ELEVATIONS
3 i 3 3 i i 26 i 3 t �" t-
r -I _-- D3 - - - -- V�
3 i ®\ -r ---- i i i \ ABOVE 3 I 29
I - V 26 SUITE ELECTRICAL PANEL TYP.@ RESTROOM WALL W Q
ABOVE(3) CL
! I J � F271 FIRE RISER IN COLUMN.PROVIDE 18"x 30"FLUSH METAL3 \ ' ACCESS DOOR.PAINT TO MATCH ADJACENT FINISH
' I "� _ I TYP.
3 i
TYP. \ 3'-7" 3'-2° -------------- t O \\ t
r \ 1 IF28] 11 12 14 15
STEEL PIPE HANDRAILS-SEE DETAILS
ELECTRICAL RM -- �\
J
1 � I
h5*� \ A-504 A 504 A 504 A 504
o, J r �, o - ----- 05 \ J
� � e - --- - -- -- ---- ------------ \ \
SUITE E ( I ` VLLi ---P- ----- n I \ \ - F291 i-HOUR FIRE RATED CONSTRUCTION,SEE 2�
q + J - ! I0_5 I1� .- s -5 \ o A-504
91, ,. -- - - - I I { \r \ J 29
RATED CONSTRUGTION INDICATED BY
L------J I I '!-- SHADED WALLS
I _- SUITE b SUITE - SUITE - SUITE SUITE I \ w i
_ 12 .
15-3 i _ _ 911 909 907
19.
„ lR _
t- -- -- lei -3" 19,_ i 1 J I
20'-3" 22'-3" 22'-6" I o
I� SUITE
G
V-6" i 91 SUIT -- -- -
901 ►
l cD 29 i - 3-0 -- - r� _- ,•i i i ( s i i i I s J
- 2 �� -- ! -- ► j ; ; FLOOR PLAN GENERAL
-____-- _ fi _ 4 N
8 2 �----- L----- t = NOTES
` --- 9 - -----� L------� I i t NI A-201
TYP. 9 2 L----- J t o l
i t , - TYP. I TYP. TYP. I I i N Client:
t J t I. ALL KEYNOTES MAY NOT BE REFERENCED TO THIS SHEET
J t r -I� i ► 2. FOR GAS METERS AND/OR GAS STUB OUTS,SEE MECHANICAL
- PLUMBING AND CIVIL PLANS NATIVE DEVELOPMENT
J i I r ( I r / r J l 3. FOR INTERIOR FINISH SCHEDULE SEE DETAIL A-503 CORPORATION
t 0c, LE
/ 29
I 429 E.TAHQUITZ CANYON WAY
= -^� L—— — `�` _——_—�/ /15 J PALM SPRINGS CA 92262
-
r77
J ------_--- _— 7
ABOVE Phone: 60-320-5737
— [ABOVE 3
J O 1A -✓ p_I_ �� C�-'L� L� �� � �<��t _._� '�) �i,C<-'�.� L / t� U 1'-l J ' / / ( } _
Revisions:
LEGEND
a 3-Q W� r / = / }5 t I o 10-26-05 ISSUE FOR PLAN CHECK
o I 5-Q t 7'-9 [ �" I - 6" 2'-6' ( / i
I I j r 1 - I ( � ini A-501 I / r // ABOVE(3} O 3_p i 01-20-06 PLAN CHECK CORRECTIONS 1
TYP. �,rl 2 1 A *=,�;. .. 1 A r O J o, M 5`-3" 7
t I � 4 / ---- --- - I / 1A
' J -II II- It I: i 7 - -----
o J 6 " l ti I __ o _-- _-- -` —— ———— — - / � 1-HOUR FIRE RATED WALL
29 0
4-3 J ! I ! it I! lil h it c� -- --- --- _ I J
I I
27 li II it II II II i! '`
I q J - -- -�-- -- --r-
i
=1i_ 3 I 3" 61
- u u u u u u u - -
w I J 21 20 i 15 ' .( ._ ljrtiuv
z ._---
z ! TYP. I ( I I z -
LL r TYP. ' TYP. I TYP. I J i z -
L LL
fl uJ O LL
6'-9" 6'- 6'-9" 6`-g' �> I , fib
a 1 - „ ,�„ r Lu
e. 8-0 8-0 T-0" T-0"� U OI A ` ,' C
0-0 12 0 6- 13'-0' 6' i3,-0„ 6-0 r 4 ��� �T i ^ -
Will 1NIG UEPT:
8'-p'� � �� 11'-0" < <
15'-3" 6-0 6'-0" 11'-0" t_ 16,_0„
19-9 20'-3" 19'-9" 6-3 9 3'-0'.' I 6'-0" 14'-0" 3'-0" 10'-91
f t i
20-3 19'-9°
180'-0" 191-91.
22'6"
1 �;- _ No. Description Date
Project No.:03 04.473.10
4 V 8 €! t Drawn By:
r 9 10 Reviewed By:
J D
Scale: AS NOTED
A-301 E D
A-301 F
rings '(,� v�"'�j► Date: 10-20-05
A-301 Filename:
conteor
• Sheet Title:
D3 1 .
FLOOR PLAN
spnim4c c4t
BUILDING 2
Sheet#:
wW
A-1 02
XFLOOR PLAN - BLDG. 2s�ALE
.
FLOOR PLAN KEYNOTES
EALUMINUM STOREFRONT SYSTEM-SEE SHEET A-500
ElSTEEL COLUMN,SEE STRUCTURAL DRAWINGS
F311 SOFFIT ABOVE,REFER TO REFLECTED CEILING PLAN FOR ADDITIONAL
INFORMATION
r4] ROOF LINE ABOVE,SEE ROOF PLANS
sm
5 OOF DRAINLlNE UNDER SIDE WALK. 6 30 111 C g a r c h i t e c t u r e
ISCHARGE AT CURB FACE-SEE DETAIL
A-503 A-502
DOWN SPOUT FROM OVERFLOW DRAIN ABOVE,DISCHARGE THROUGH ® 99.553.1117 O 949,474.7056
6 COLUMN.SEE PLUMBING PLANS 18201 Von Kalman Ave.,Suite 250,Irvine,CA 52612-1071
F71 ROOF ACCESS LADDER,SEE 27 & 7 Seal:
A-502 A-503
F8] ROOF TOP MOUNTED MECHANICAL UNIT �P,VD ARc
ABOV,E.SEE MECHANICAL PLANS y
LIGHT GAGE METAL FRAMED DEMISING WALL W/5/8"GYPSUM BOARD ON �No.C 018377�
EACH SIDE OVER PLYWOOD SHEATHING.SEE STRUCTURAL
R10
LIGHT GA GE METAL FRAMED RESTROOM PARTITION WITH 5/8"GYPSUM
BOARD ON SUITE SIDE AND 5/8"MR GYPSUM BOARD ON RESTROOM SIDE �F
11 2X WOOD FRAMED COLUMN/PILASTER WITH STONE
VENEER. SEE EXTERIOR ELEVATIONS
2
H
2X6 WOOD FRAMED WALL WITH STONE VENEER A Project for: Vfpy
A-2o1
R13 NOT USED
D R14 INTERCOM CALL BOX LOCATION.INTERCOM DEVISE
A-301 E AND EXACT LOCATION BY OWNER.
A-301 F 15 FABRIC AWNING ABOVE,REFER TO EXTERIOR ELEVATIONS AND
A-301 MATERIAL DESCRIPTION FOR ADDITIONAL INFORMATION.
2 t 3 4 5 ° 16 10 ARCH ABOVE.
REFER
TO SHEET Al21 FOR
6 7 8 ADDITIONAL ON
! R17 ACCESSIBLE RESTROOM.SEE ENLARGED PLAN 5
61
IIII
A-501
°
6 18
11 0 STUB PHONE SERVICE OUT FOR PHONE CONNECTION TO
16-011 4'-0"X 8'-0"x 3/4"THICK PLYWOOD PHONE BOARD
'-6" 6'-0" g'_1�� �, ,° -3" ,9„ 3�_p�� �,p 14-0.
3-0 5 6'-9" 61 9, 9'-3" T-8" 1'- " 8'10" ° 1 V-2" ° 19 STAIRS TO MEZZANINE ABOVE(APPLICABLE 5 10 13
5�_6,� 5,_6,�
°
-- 8'-0" 7'-0" T-0"t O TO BUILDING 1 ONLY)-SEE DETAILS........ A-504 A-504 A-504
! t ! I T4,14'
20 PRECAST CONCRETE COLUMN COVER.SEE DETAIL 18 U) Q
A-503 �.� z
5 21 TRELLIS ABOVE-SEE REFLECTED CEILING PLAN DRAWING, ilk !�� � Il (l� � �'i � fl l 1i � 55 _ 06
9„ t I 6 II II II II ! I' it 1 II t3'-0" 22 ELECTRICAL SWITCHBOARD "� T-' O u_
5! �i U I I I 1 I 3" 3'-0" 3„ = 6" 5
�t -f!— — I NNWA [23] ELECTRIC OUSE PANEL
A�H
° F
x
, co 2 _
t 2 o���r " - 24 LOW PLA 7
i
_ z �
f I f 15 O 2 ❑ NTER WALL .�. O z
I , 0 t
4'- ( i '' t I ABOVE _ ` �� i �i f(1 I '\ -\-, 23 `M L _ 2 _ tat O O q
3 -- ® ® � -- ��.� ° I � } � i! � K� � t I { , \ -i _ �'.. ` \° i� �� �V 15 � [25] � U C"
"X$s � { + i 26 �.. + 3 � STAIR ENTRY ARCH ABOVE.SEE EXTERIOR ELEVATIONS
I I 11 +`� ~'� -- ® ® ll i _. / ®� _ .'U i \ ABOVE(3) j I 29 O
\ 15 I CF)
F26 SUITE ELECTRICAL PANEL TYP.@ RESTROOM WALL m `�
ABOVE(3) I
I i N`� x = _ I ' 10 \ 22 17 O--\� \\ ° I o CL
-- ( , I '✓� ) \ TYP. \ t 10 I I C? 27 FIRE RISER IN COLUMN.PROVIDE 18"x 30"FLUSH METAL
I e TYP. 3'-7" 3'-2" O \ I { I O ACCESS DOOR.PAINT TO MATCH ADJACENT FINISH
1 - _' - — + +
11 12 14 15
I "_ --___�_ `'�� ELECTRICAL RM.�� ——�———— ,\__�— \ ' I
I
\ �\ i I 2$ STEEL PIPE HANDRAILS-SEE DETAILS
A-504 A-504 A-504 A-504
oI (IDSUITE
:T _------ --- I —�— ---�5 ---\ --__ ----- \ \
r � ` I----j I 1
911 29 1-HOUR FIRE RATED CONSTRUCTION,SEE
L------ i = SUITE Ke ., SUITE SUITE �' s t. - "-" I \° \ I 29 RATED CONSTRUCTION INDICATED BY
!�
_ SHADED
SUITESUITE \ WALLS
„ ( 911 _ 909 t 907 90`5 -
---- -=----- 19'-9" I 03 i
3
SUITE p --- 20'-3" 22'-3" I 2 t I i o
1'_6' O { -- - -- L '
_ _
SUITE I A-3o1
A-201 I ° i O C 1 ------ C----- ------ _
901 I
�I 29 I 13 3'0 — — — �,,�, �"J s(A_X'.r-
I I
I
c,
FLOOR PLAN GENERAL NOT
— 2 -
I �. I ° I I_ I
a L--=--- F I I i
GI- - - --_ 8 ES
-' �-----�J � I � 9 / IL------
J---=--J ! I I ° I t N o
TYP, D
Eli
{ TYP. TYP. TYP.
Client:
1. ALL KEYNOTES MAY NOT BE REFERENCED TO THIS SHEET t- 2. FOR GAS METERS AND/OR GAS STUB OUTS SEE ME
CHANICAL,
PLUMBING AND CIVIL PLANS NATIVE DEVELOPMENT
3. FOR INTERIOR FINISH SCHEDULE SEE DETAIL 11
A-503 CORPORATION
I 15 I t l �J _ �' � ;z / L—— �. I / i / I 4429 E.TAHQUITZ CANYON WAY
( ► ABOVE
KI' ————————-- ——- ` ` '�i / —-_-. 3» I ———�/ 15 ! o PALM SPRINGS, CA 92262
1 1A -- -_ ED Sp'Cc.t'�" , i -.. / ABOVE I Phone: 760-320-5737
IT L�
3'
L. .� i,
/ / I
_ r LEGEND Revisions:
it I
::_ 15 t ( o -
10-26-05 ISSUE FOR PLAN CHECK
I ibd� W A-501 / ABOVE(3) ° O
( 3'-0"1 3'-o" ° TYP. ;:h 1A 3 - -
2
L� ( / _ /� { J,
01 20 06 PLAN CHECK CORRECTIONS 1
5 /o> � I 5'-3" 7 1 A
I t 6 I �I I� I I !' t 117 ! I I; 7I !I o ---- --- ----- -- I 29 0
�T _ Li
� I. ti! ;I ii �� C° _ 1-HOUR FIRE RATED WALL
1- '
— -
._zs
--- r ,
{ ----- ----- - - U U U U L' U J U J U � I U' tU U 1
TYP. ! 15 -
n I LL TYP. TYP, I TYP. I ai z
zk -
� i 1
t LL_ 06
am uJ �� 6-
u.
o w� �
� ¢ t 11 0' �, 1L
10'-0" Ao' „ 13 6„ „ „ w
12'-0"
Jim 0
6`-0" °13, cc 1 /Vl. ' i `J t 1NG DEPT.
CL
15'-3° i 9'-9" 8-0 6`-0" 11'-0" 61-0" 1 i'-0° 61
_31
, F-9„ 16.41 7 A
191-91.
19 9 „ 22-g 3'-0" 10'-0"
' 20'-3° '- " 19'-9 ! 6-0 14'-0"
' 1sa-o" 22' No. Description Da
._ t
� 2 t _-_� �. -��-��. ::� - to
1 —
--�- - �--, Project No.: 04.473,10
< 4 5 ° 7 I }
° 8 9 10 - ; ,_ y:
Drawn B
p
' Reviewed By:
i> 1 A-3o1 E D Scale: AS NOTED
F' '+>� r� t Date: 10-20-05
A-301 Filename:
3
A 201 ►�I n �C• Sheet Title:
1
?/3 (�a�s
FLOOR PLAN
INC � BUILDING 2
�< N
Q
a
Sheet#:
u-
�
x�
FLOOR PLAN BLDG. 2 1,8"- 1'-p" � ..
-_ -- ---- ---