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HomeMy WebLinkAbout9/3/2014 - STAFF REPORTS - 3 • Palm Springs • Safe Access • • • • APPLICATION FOR MEDICAL CANNABIS COOPERATIVE • • • • I • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 1247 South Gene Autry Trail • c� I -I 1 �) C I O S Palm Springs,CA 92264 760.904.4607 • Safe Access www.psaccess.org • • • • To Office of the City Manager, • Palm Springs Safe Access Inc., a California mutual benefit corporation ("PSSA"), is excited to • have this opportunity to apply for a City of Palm Springs medical cannabis dispensary permit. • We would like to thank the City Council, its staff, and the many other individuals involved for • making this application possible. • Designed by renowned local architect Jim Cioffi, PSSA is uniquely positioned to deliver a world- class facility, and an unmatched level of service, that will surely set a new standard in legal compassionate care for medical cannabis patients. Our state of the art facility is designed from • the ground up to cater to the unique needs of medical cannabis patients within the confines of • applicable regulatory law. Our beautiful 1,900 sq/ft storefront commands a sweeping view of the mountains and contains six dispensing stations ensuring that our patients will never have to wait • long for service. Our 2,400 sq/ft agricultural space will ensure quality on-site production of • medical cannabis, and our website will allow registered medical cannabis patients to order • medicine on mobile devices or from the safety and comfort of their homes for delivery. • PSSA is a socially conscious organization committed to health and welfare of our patients, the • community, and the planet. We contemplate a fleet of hybrid and electric company vehicles, • with courtesy charging stations in our parking lot for our patients' vehicles, and hope to be LEED certified in the near future. Indeed, PSSA is about more than supplying qualified patients with • medical cannabis, it's about increasing the quality of life of the citizens of Palm Springs. if • awarded a permit, PSSA will be a model corporate citizen, giving back to the City of Palm Springs in the form of an on-site health and wellness center that will provide free yoga and other • wellness classes to the community. • PSSA has also been an active participant in the evolution of Palm Springs' permit process, • consistently advocating for an enhanced patient experience, and safe, legal access to quality • medical cannabis for an otherwise under-serviced population. Our qualified team of • professionals is tailored to responsibly deliver safe, legal, access to quality medical cannabis and our commitment to our patients, the health and wellness of the community, and to full • compliance with applicable law, speaks to our core mission: to promote the health and wellness • of the citizens of Palm Springs. • We believe that PSSA is the ideal applicant for a medical cannabis dispensary permit. We • sincerely thank you for this opportunity to apply. • • PALM SPRINGS SAFE ACCESS INC., • a California corporation Robert L. an Roo, President • • • • • O� PALM Sp4 .' 10 CITY OF PALM SPRINGS Office use Only Office of the City Manager Case No: . w.rsaf' Initials: C'f41 FoitN�*' 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 Sprinqs,CA 92262 Please complete the following in blue or black ink. If additional space is needed, you may attach white single-sided 8 Y:x 11 paper using either MS Word or text-readable PDF format: 1) Address of the MCCC; 1247 South Gene Autry Trail, Palm Springs, CA ,92264 "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: 5,730 Assessor's Parcel # 680570011-2 Zone: M 1 Section/Township/Range 19 /4S 15E Industrial 9am 7pm • General Plan Hours of Operation to If the MCCC is in a Multi-Tenant Building, please list other Businesses: • Business Name Business Type 1. NA • 2. 3. • 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 • Robert Van Roo 3585 Sunburst Blvd, Palm Springs Ca 92262 Robert@psaccess.org Residential # Business # Cell # Facsimile # • 760-322-2069 760-904-4607 415-694-3754 1-800-5594118 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 • Steven Lederman /42222 Rancho Las Palmas Dr. #1772Rancho Mirage CA 92270/Steven.Lederman@gmail.com Residential # Business # Cell # Facsimile # • 310-321-1315/ 760-318-20001 310-321-1315/ 866-280-0999 5) The names and contact information of every person(s) who has a financial interest in the MCCC: Name Telephone # Address Email • Robert Van Roo!(760)322-2069/3585 Sunburst Blvd,Palm Springs,Ca,92262 I Robert@psaccess.org • 2 Cody Henderson/(760) 322-2069/3585 Sunburst Blvd, Palm Springs,Ca,92262/Cody@psaccess.org • 3. Bikram Sandhu/(248)910-4797/2821 W. Los Felioes Cir.Unit K202,Palm Springs,Ca,92262/Bikram@psaccess.org • 4. • 987441.1 5. 6. 7. 6) The names and contact information of every principal officer, director, and/or operator: Name Telephone# Address Email . 1 Robert Van Roo-President/760-322-2069/3585 Sunburst BIvd,Palm Springs,Ca,92262/Robert@psaccess.org 2 Cody Henderson-Vice President/760-322-2069/3585 Sunburst Blvd, Palm Springs,Ca,92262/Cody@psaccess.org Bikram Sandhu-CFO/248-910-4797/2821 W. Los Felices Cir.Unit K202,Palm Springs,Ca,92262/Bikram@psaccess.org 3. 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 • Robert Van Roo/760-322-2069/3585 Sunburst Blvd,Palm Springs,Ca,92262/Robert@psaccess.org 2 Cody Henderson/760-322-2069/3585 Sunburst Blvd, Palm Springs,Ca,92262/Cody@psaccess.org 3. 4. • 5. 6. • 7. • 98744LI • • • • • 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 • 1 Robert Van Roo/760-322-2069/3585 Sunburst Blvd,Palm Springs,Ca,92262/Robert@psaccess.org • 2 Cody Henderson/760-322-2069/3585 Sunburst Blvd, Palm Springs,Ca,92262/Cody@psaccess.org • 3. • 9) An estimate of the size of the group of primary caregivers and/or qualified patients who • will be served by the MCCC: • # of Primary Caregivers • # of Qualified Patients 5,000 • Will delivery service be provided-r N YY If yes, please describe the extent of the delivery service: • We will provide delivery services limited to patients of our cooperative. • • • . 10) Will cannabis be cultivated on site?ZY 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 Please See Attachment for#10 Y/ N 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). Name Address Offense Type (if any) Sentence • 1 NIA 2. 3. • 4. 5. • 6. 7. The following information shall be submitted on one sheet of white paper no less than i 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 revocatiioonn of the permit. Signature: _/y�� /��15i� Date:� ���// Signature-41� Date: 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, county jurisdictions, driving records, birth records, and any other public records. Signature: `� � d �Date: Signature: f 4t8A 7 Date: 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 Palm Springs Municipal Code, including suspension or termination of my permit . to operate a medical cannabis cooperative or collective in the City. Signature: A4 Date: X///// Signature: � �� PaV1 '-Date: j( //�f • Palm Springs • Safe Access • • • • • • • • • • • • • Attachment for Item #10 • • • (Following Page) • • • • • • • • • • • • • • • • • • • • • Palm Springs • Safe Access • • • • • • • Attachment for Item #10. • • • PSSA does not have a permit to operate as a dispensary at this time; accordingly,there is no vendors list. • Upon issuance of a permit, PSSA plans to acquire initial inventory from other State law compliant . collectives, and thereafter to transition to onsite production of 80-100%of its inventory. • • • • • • • • • • • • • • • • • • • • • • Palm Springs Safe Access • • • • • • • • • • • • Site Plan/Floor Plan/Site Photographs/Security Plan • (Following Page) • 10 copies of 24"X36" provided at submittal I • • • • • • • • • • • • • • • • • • • • • SEOJRIT NNED DETECTION MCNOLOONS:SORING SYSTEM DE SEGTALOLI NI FOTTO`✓ERA!,EU.H DOOMS, U NDT ON IT- EUI SESE UIL— IN .IV.S W E USEDO SE m6 EG. uaYa III y� uE z Nr "�LIu 4HE CONTINUOUS HOUSE OF+Eoe Q ameR Ly T MI • T- Olb E T^EM T6 n 'Df THE Clx6 P4-,SFIII �EE+'�ERL.- 5. 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MIMMcI' EL S 4[W z • 1= e�E CHEOTHS a * i4 -- ON , _ _ reevlslON �_� E I� E DR 9 .- DR 6 • • 5WHI OPTS 9E E LCALE I - l0'' • - Y^ ca cn �.co..v. ..V.� .ERr.m�e <•w -NEW H .u.x¢:sidE.ue;w rr< paOJECT u0 1a02 OSSOTE IL ON. ■ g • - 1I—VE 1 _ J FlLE i , &SITE WapSjUw [ -L SEDTION'SEWHW � M OUS A-1.1 . DR 6 & DR 7 WIN A WIN B DCCR a WIN 5CHEDULE 5oUH GE NE AUTRY TR AN AIL 5 TE/FLOOR PL �^ • Palm Springs Safe Access • • • • • • • • • • • • PSSA Lease for 1247 South Gene Autry Trail • (Following Pages) • • • • • • • • • • • • • • • • • • • • AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE -- GROSS (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) 1. Basic Provisions("Basic Provisions"). 1.1 Parties: This Lease("Lease"),dated for reference purposes only F_e_bruary 21, 2014 • is made by and between SteveAkederman and Ann Taskett ` and Palm Springs Safe Access, Inc ("Lessor") • - ("Lessee"), • (collectively the"Parties,"or individually a "Party"). _— • 12 Premises: That certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease, and commonly known as 1247 S Gene Autry, Palm Springs • located in the County of Riverside , State of Ca'_ifornia • and generally described as(describe briefly the nature of the property and. If applicable,the"Project",if the property is located within a Project) An approximately 8 000 SgFt building facing Gene Auto_ - - ("Premises"). (See also Paragraph 2) 1.3 Term: Five yearsand -0- _ -commencement Term")commencing See Addendum ("Commencement Date")and ending_ Five years after commencement of lease ("Expiration Date"). • (See also Paragraph 3) • 1.4 Early Possession: If the Premises are available Lessee may have non-exclusive possession of the Premises commencing See Addendum Para ra h 51 ("Early Possession Date"). (See also Paragraphs 3.2 and 3.3) • 1.5 Base Rent: $ per month("Base Rent"),payable on the If i r s t • day of each month commencing See addendum Paragraph 53 • --" -- (see also Paragraph 4) 0 If this box is checked,there are provisions in this Lease for the Base Rent to be adjusted.See Paragraph • 1.6 Base Rent and Other Monies Paid Upon Execution: • (a) Base Rent: MEOW for the period starting 90-days after commencement of lease . (b) Security Deposit:$ ("Security Deposit"). (See also Paragraph 5) • (c) Association Fees:$ for the period (d) Other: $ for • (e) Total Due Upon Execution of this Lease: - . 1.7 Agreed Use: See addendum Paragraph 54 (See also Paragraph 6) • 1.8 Insuring Party: Lessor is the"Insuring Party". The annual"Base Premium"is$— _ (See also Paragraph 8) 1.9 Real Estate Brokers: (See also Paragraph 15 and 25) • applicable bows);(a) Representation: The fallowing real estate brokers (the "Brokers") and brokerage relationships exist in this transaction(check • 03axley Properties - Dick Baxley represents Lessor exclusively('Lessor's Broker"); • Z William Van Roo represents Lessee exclusively ("Lessee's Broker"); or A�_ PAGE 1 OF 17 WA I , • ©2001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STG-17.2113E • • ❑ represents both Lessor and Lessee("Dual Agency'), (b)Payment to Brokers:Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers for the brokerage • services rendered by the Brokers the fee agreed to in the attached separate written agreement or If no such agreement Is attached, the sum of • or %of the total Base Rent payable for the Original Term,the sum of N/A or- of the total Base Rent payable during any perlod of time that the Lessee occupies the Premises subsequent to the Original Tenn, and/or the sum of • or %of the purchase price in the event that the Lessee or anyone affiliated with Lessee acquires from Lessor any rights to the Premises. • 1.10 Guarantor.The obllgatons of the Lessee under this Lease are to be guaranteed by N/A • -- -- - _ ("Guarantor"), (See also Paragraph 37) 1.11 Attachments. Attached hereto—arc the following,all of which constitute a part of this Lease: • an Addendum consisting of Paragraphs 51 through 60 - Cd a plot plan depicting the Premises; ❑ a current set of the Rules and Regulations; i ❑ a Work Letter; • ❑ other(specify): — • • 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. While the approximate square footage of the Premises may have been used in • the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square footage and Is not subject to adjustment should the actual size be determined to be different. Note:Lessee is advised to verity the actual size prior to executing this Lease. • 2.2 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 effect within thirty days following the Start Date,warrants that the existing electrical,plumbing,fire sprinkler,lighting,hearing, • ventilating and air conditioning systems("HVAC"), loading doors,sump pumps, If any, and all other such elements in the Premises, other than those constructed by Lessee, shall be in good operating condition on said date and that the surface and structural elements of the roof, bearing walls and • foundation of any buildings on the Premises(the"Building")shall be free of material defects,and that the Unit does not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law. If a non-compliance with said warranty exists as of the Start Date,or if one of such systems or elements should malfunction or fail 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 • extent of such non-compliance,malfunction or failure, rectify same at Lessor's expense. The warranty periods shall be as follows:(1)6 months as to the HVAC systems,and (ii)30 days as to the remaining systems and other elements of the Building. If Lessee does not give Lessor the required notice . within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee's sole cost and expense,except for the roof,foundations,and bearing walls which are handled as provided in paragraph T. • 2.3 Compliance. Lessor warrants that to the best of its knowledge the Improvements on the Premises comply with the building codes, applicable laws,covenants or restrictions of record, regulations,and ordinances("Applicable Requirements")that were in effect at the time that each • improvement,or portion thereof, was constructed. 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: Loseee Is respansible 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 • Premises may no longer be allowed. 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 Lessor's expense. If • Lessee does not give Lessor written notice of a non-compliance with this warranty within 6 months following the Start Date, correction of that non-compliance 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 remedlation of any Hazardous Substance, or the reinforcement or other physical modification of the Unit, Premises and/or Building("Capital Expenditure"), 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 an amount equal to 6 months'Base Rent. If Lessee elects termination, Lessee shall 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 or any extension thereof,on the date that on which the Base Rent is due,an amount equal to 1/144th of the portion • of such costs reasonably attributable to the Premises. Lessee shall pay Interest on the balance but may prepay its obligation at any time.If, however, such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines 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 Lessee termwritiinate, and falls to tender itg, within 10 days situ s share ipt of of any such Capital Expenditure,Lessor's termination notice ltLessee ahy advall pay nce such funds aland deduct rsame, v sort does not t elect to• • PAGE 2 OF 17 • ITI S I iTIA • 17 C2001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STG-17-2113E • • • until Lessor's 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) Nolwith5tanding (he 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 or use, or modification to the Premises then, and In that even(, Lessee shall either: (i) Immediately cease such • changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or(11) complete such Capital Expenditure at its own expense,Lessee shall not,however,have any right to terminate this Lease. 2.4 Acknowledgements. Lessee acknowledges that: (a)It has been given an opportunity to Inspect and measure the Premises,(b)it • has been advised by Lessor and/or Brokers to satisfy Itself with respect to the size and condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with • Dlsabllltles Act),and their suitability for Lessee's intended use, (c)Lessee has made such investigation as it deems necessary with reference to such • matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d)It Is not relying on any representation as to the size of the Premises made by Brokers or Lessor, (e)the square footage of the Premises was not material to Lessee's decision to lease the Premises • and pay the Rent stated herein,and (f)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 forth in this Lease. In addition, Lessor acknowledges that: (I) Brokers have made no representations, • promises or warranties concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (II)It Is Lessor's sole responsibility to Investigate the financial capability and/or suitabillly of all proposed tenants. • 2.6 Lessee as Prior Owner/Occupant. 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 any necessary corrective • work, 3. Term. • 3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3. 3.2 Early Possession. Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the • Premises being available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent shall be • abated for the period of such Early Possession. All other terms of this Lease (including but not limited to the obligations to pay Real Property Taxes and Insurance premiums and to maintain the Premises)shall be in effect during such period. Any such Early Possession shall not affect the Expiration • Date. 3.3 Delay In Possession. Lessor agrees to use its best cemmercialty reasonable efforts to deliver possession of the Premises to Lessee by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by such date. Lessor shall not be subject to any • liability therefor,nor shall such failure affect the validity of this Lease or change the Expiration Dale.Lessee shall not,however,be obligated to pay Rent • or perform its other obligations until Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms • hereof,but minus any days of delay caused by the acts or omissions of Lessee. If possession Is not delivered within 60 days after the Commencement Date, as the same may be extended under the terms of any Work Letter executed by Parties. 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 shall terminate. If possession of the Premises is not delivered within 120 days after the Commencement Dale,this Lease shall terminate unless other agreements are reached between Lessor and Lessee, In writing. • 3.4 Lessee Compliance. Lessor shall not be required to deliver 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 shall be required to perform all of Its • obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor's election to withhold possession pending recelpt 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 condition are satisfied. 4. Rent. 4.1. Rant Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit)are • deemed to be rent("Rent"). 4.2 Payment. . Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States,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 shall be obligated 'i 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 6me to time designate in writing. Acceptance of a payment which is less than the amount than due shall not be a waiver of • Lessor's rights to the balance of such Rent, regardless of Lessor's endorsement of any check so stating. In the event 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$26 in addition to any Late • Charge and Lessor, at its option, may require all future payments to be made by Lessee to be by cashiers check. Payments will be applied first to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent, Insurance and Real Property Taxes, and any remaining • amount to any other outstanding charges or costs. 4 3 /rsses latien A additieR to the B-^ ^^r • saes--shall-Pay-to-Lassor�ash-a+me' RRAF;s1 Base Rent. ed-agakts7-tpe-Premises.--Sald�n�e-paid a • 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 Defaults under this Lease,Lessor may use,apply or retain all or any portion • of said Security Deposit for the payment of any amount 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 applies all or any • 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 Lease. 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 limes 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 • PAGE 3 OF 17 11TIAL INI • 02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STG-17-2113E • • • extent necessary,in Lessor's reasonable judgment, to account for any increasod wear and tear that the Premises may suffer as a result 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 shall 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. • 611 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose. 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 not 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,sp long as the same will not impair the structural integrity of the Improvements on the Premises or the mechanical or electrical systems therein,and/or is not significantly more burdensome to the Premises. If Lessor elects 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. See Addendum 54. a6.2 Hazardous Substances. (a) Reportable Uses Require Consent. The term "Hazardous Substance" as used in this Lease shall mean any product, • substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (I)potentially injurious to the public health,safety or welfare, the environment or the Premises, (II)regulated Sor monitored by any governmental authority,or(Ili)a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory, Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, 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 which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee's expense) with all Applicable • Requirements. "Reportable Use" shall mean (i) the Installation or use of any above or below ground storage tank, (II)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.registration or business plan Is required to be filed with,any governmental authority,and/or(Ili)the presence at the Premises of a Hazardous Substance with respect • to which any Applicable Requirements requires that a notce 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 (copier 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 its consent to any Reportable Use upon • receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public,the Premises and/or the environment against damage, contamination,injury and/or liability,including, but not limited to,the Installation(and removal on or before 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, that 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 immediately give written notice of such fact • to Lessor,and provide Lessor with a copy of any report, notice,claim or other documentation which it has concerning the presence of such Hazardous Substance. • (c)Lessee Remedlation. Lessee shall not cause or permit any Hazardous Substance 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 or not formally ordered or required,for the cleanup of any contamination of,and for the maintenance,security and/or monitoring of the Premises or neighboring properties,that was caused or materially • contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee,or any third party. • (d)Lessee Indemnification. Lessee shall Indemnify. defend and hold Lessor, its agents, employaes,londora and ground lessor, If any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys' and • consultants' fees artsing 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 Hazardous Substance under the Premises • from adjacent properties not caused or contributed to by Lessee). Lessee's obligations shall include, but not be limited to, the effects of any contamination or Injury to person, property or the environment created or suffered by Lessee, and the cost of 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 Hazardous Substances,unless specifically so agreed by Lessor in writing at the time of such agreement. • (a) Lessor Indemnification, Except as otherwise provided In paragraph 8.7, Lessor and its successors and assigns shall • indemnify, defend, reimburse and hold Lessee, Its employees and lenders, harmless from and against any and all environmental damages,including the cost of remedlation, wftich result from Hazardous Substances which existed on the Premises prior to Lessee's occupancy or which are caused by • the gross negligence or vdiful misconduct of Lessor, Its agents or employees. Lessees 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 expiration or termination of this Lease. • (f) Investigations and Remedlallons. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee's occupancy, unless such remediation measure Is required as a result of Lessee's use(including"Alterations", as defined in paragraph 7.3(a) below)of the Premises,in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor.Including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessors li 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 remediation thereof required by the Applicable Requirements and this Lease shall continue In full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor • may, at Lessors option, either (i) Investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at PAGE 4OF 17 • INIT S I q • @2001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STG-17-2/13E • • Lessor's expense,in which even(this Lease shall continue in full force and effect,or(ii)if the estimated cast to remediate such condition exceeds 12 • times the then monthly Base Rent or$100,000,whichever is greater,give mitten notice to Lessee,within 30 days after receipt by Lessor of knowledge • of the occurrence of such Hazardous Substance Condition, of Lessor's desire to tPri-r to this Lease as of the date 60 days following the data of such notice. In the event Lessor eleole 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 exceeds an amount equal to 12 times the then monthly Base Rent or$100,000. whichever Is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 • days following such commitment. In such event, this Lease shall continue In full force and offoot,and Lessor shell proceed to make such remediatlon as soon as reasonably possible after the required funds are available, If Lessee does not give such notice and provide the required funds or assurance • thereof within the time provided,this Lease shall terminate as of the date specified In Lessor's notice of termination. 0.3 Lesaee'a Compliance with Applicable Requirements. Except as otherwise provided in this Lease. Lessee shall, at Lessee's • sole expense, fully, diligently and in a timely manner, materially comply Wth all Applicable Requirements, the 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 the such • Requirements,without regard to whether such Requirements are now in effect or become effective after the Start Date. Lessee shall,within 10 days after receipt of Lessor's written request, provide Lessor with copies of all permits and othor documents, and other information evidencing Lessee's • compliance with any Applicable Requirements specified by Lessor, and shall Immediately upon receipt, notify Lessor in wrlting (with copies of any documents involved)of any threatened or actual claim,notice,citation,warning,complaint or report pertaining to or Involving the failure of Lessee or the • Premises to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of.(1)any water damage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or(it)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 consultants shall have the right to • enter into Premises at any time, in the case of an emergency,and otherwise at reasonable times after reasonable notice,for the purpose of Inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease. The cost of any such inspectlons shall be paid by Lessor,unless . a violation of Applicable Requirements, or a Hazardous Substance Condition(see paragraph 9.1)is found to exist or be Imminent,or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for 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 a written request therefor. • 7. Maintenance;Repairs;Utility Installations;Trade Fixtures and Alteratlons. 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), Lessee shall, at Lessee's sole expense, keep the • Premises, Utility Installations (intended for Lessee's exclusive use, no matter where located), and Alterations in good order, condition and repair (whether or not the portion of the Premises requiring repairs,or the means of repalring the same,are reasonably or readily accessible to Lessee, and • whether or not the need for such repairs occurs as a result of Lessee's use, any prior use, the elements or the age of such portion of the Premises), including, but not limited to,all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fire . protection system, fixtures, walls (interior and exterior), ceilings, floors, windows, doors, plate glass, skylights, landscaping, driveways, parking lots fences, relalnirg walls,signs,sidewal and parkways located in,on, or adjacent to the Premises. Lessor shall keep the surface and structural elements of the roof,foundations,and bearing walls in good repair /�/�/ (see paragraph 7.2). Lessee, in keeping the Premises In good order, condition and repair, shall exercise and perform good maintenance practices, ��'V specifically including the prowrement and maintenance of the service contracts required by Paragraph 7.1(b)below. Lessee's obligations shall include restorations,replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order,condition and state of repair. Lessee shall,during the term of this Lease, keep the exterior appearance of the Building In a first-class condition (including, e.g. graiflti removal)consistent with the exterior appearance of other similar facilities of comparable age and size in the vicinity,including,when necessary, • the exterior repainting of the Building. (b) Service Contracts. Lessee shall, al Lessee's sole expense, procure and maintain contracts, with copies to Lessor, in customary form and substance for, and with contractors spedallzing and experiencetl in the maintenance of the following equipment and im rovements, it any, if and when installed on the Premises: (1) HVAC equipment, (ii) boiler, and pressure vessels, (ill)fire extinguishing systems, • /J�y�i,clluding fire alarm andlor smoke detection, (i rid(v)clarifiers. However, Lessor reserves the right,upon notice /' to Lessee,to procure and maintain any or all of such service contracts,antl Lessee shall reimburse Lessor, upon demand,for the cost thereof.:0;1frtho (c) Fallure to Perform. If Lessee fails to perform Lessee's obligations under this Paragraph 7.1, Lessor may enter upon the emises 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 ligations 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% cost thereof. • (d)Replacement, Subject to Lessee's indemnification of Lessor as set forth in Paragraph 6.7 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 item shall be replaced by Lessor, and thest the dale on which Base Rent is due,an amount equal to the product of multiplying the cost of such replacement by a fraction,the thereof shall be prorated between the Parties and Lessee shall only be obligated to pay,each month during the remainder of the term of this Lease,on co • one, and the denominator of which is 144(le. 11144th of the cost per month). Lessee shall pay Interest on the unamoriized balanc numerator of which is e but may prepay its • obligation at any time. 7.2 Lessor's Obligations. Subject to the provisions of Paragraphs 2.2(Condition), 2.3(Compliance),9(Damage or Destruction)and • 14(Condemnation), It is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever,to repair and maintain the Premises, or the equipment therein, all of which obligations are intended to be that of the Lessee, except for the surface and structural elements of the roof, • foundations and bearing walls,the repair of which shall be(he responsibility of Lessor upon receipt of mitten notice that such a repair is necessary It is the intention of the Parties that the terms of this Lease govern the respective obligations of the Parties as to maintenance and repair of the Premises, • and they expressly waive 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 Fixtures"shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises, The term "Alterations" shall mean any modification of the Improvements, other than Utility Installations or Trade Fixtures, whether by • addition or deletion, "Lessee Owned Alterations and/or Utility Installations"are defined as Alterations and/or Utility Installations made by Lessee • PAGE 5 OF 17 • INITI IN. • 02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STG-17.2113E • • • that are not yet owned by Lessor pursuant to Paragraph 7.4(a). • - (b)Consent. Lessee shall not make any Allerations or Utility Installations to the Premises without Lessor's prior written consent. • Lessee may,however,make non-structural Alterations or 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 walls, • 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 and/or 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 andlor approved by Lessor. Any Alterations or Utility • Installations that Leases shall desire to make and which require the consent of the Lessor shall be presented to Lessor In written form with detailed plans. Consent shall be deemed conditioned upon Lessee's: (i)acquiring all applicable governmental permits, (II)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 shall promptly upon completion furnish Lessor with as-built plans and spoolfications. 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 shall 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 materlaimen'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 right to post notices of non-responsibility. If Lessee shall 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 any such action, • Lessee shall pay Lessor's attorneys'fees and costs. 7.4 Ownership;Removal;Surrender;and Restoration. • (a)Ownership. Subject to Lessor's 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, become the property of Lessor and be • surrendered by Lessee with the Premises. (b)Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the end of • the tens of this Lease,Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expliallon 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 Dale or any earlier termination dale,with all of • the improvements, parts 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 teal" 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, Lessee awned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall 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 • properly of Lessee and shall 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. Ineumncn; Indamnity. 8.1 Payment of Premium Increases. • (a)Lessee shall pay to Lessor any insurance cost increase("Insurance Cost Increase")occurring during the tern of this Lease. Insurance Cost Increase is defined as any Increase in the actual cost of the insurance required under Paragraph 8.2(b), 8.3(a)and 8.3(b), over and • above the Base Premium as hereinafter defined calculated on an annual basis. Insurance Cost Increase shall include but not be limited to increases resulting from the nature of Lessee's occupancy, any act or omission of Lessee, requirements of the holder of mortgage or deed of trust covering the • Premises,increased valuation of the Premises andlor a premium rate Increase.The parties are encouraged to fill in the Base Premium In paragraph 1.8 with a reasonable premium for the Required Insurance based on the Agreed Use of the Premises. If the parties fail to insert a dollar amount in • Paragraph I.S.then the Base Premium shall be the lowest annual premium reasonably obtainable for the Required Insurance as of the commencement of the Original Term for the Agreed Use of the Premises. In no event, however, shall Lessee be responsible for any portion of the Increase In the • premium cost attributable to liability insurance carried by Lessor under Paragraph 8.2(b)in excess of$2,000,000 per occurrence. (b)Lessee shall pay any such Insurance Cost Increase to Lessor within 30 days after receipt by Lessee of a copy of the premium • statement or other reasonable evidence of the amount due. If the Insurance policies maintained hereunder cover other property besides the Premises, Lessor shall also deliver to Lessee a statement of the amount of such Insurance Cost Increase attributable only to the Premises showing in reasonable • detail the manner in which such amount was computed.Premiums for policy periods commencing prior to,or extending beyond the term of this Lease, shall be prorated to correspond to the term of this Lease. • 8.2 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 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 Premises' Endorsement.The policy shall not contain any intra-insured exdusions 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 shall provide an • PAGE 8 OF 17 • S �<,R�4Ye5 • ©2001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STG.17-2113E endorsement on Its liability policy(les)which provides that its insurance shall be primary to and not conMbutory 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 8.2(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. The Insuring Party shall obtain and keep In force a policy or policies In the name of Lessor,with • loss payable to Lessor,any ground-lessor,and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall be equal to the full insurable replacement cost of the Premises, as the same shall exist from time to time,or the amount required by any Lender,but in no event • more than the commercially reasonable and available Insurable value thereof- Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessees personal property shall be Insured by Lessee not by Lessor. If the coverage Is available and commercially appropriate,such policy or policies shall insure against all risks of direct physical loss or damage (except the perlls of flood and/or earthquake unless required by a Lender or Included in • the Base Premium), Including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, • reconstruction or replacement of any portion of the Promises 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$5,000 per occurrence,and Lessee shall be liable for such deductible amount in the event of an Insured Loss. • (b)Rental Value. The Insuring Party shall 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 Rent 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 Rent otherwise payable by Lessee, for the next 12 month period. Lessee shall be liable for any deductible amount in the event of such loss. • (c)Adjacent Premises. If the Premises are part of a larger building,or of a group of buildings owned by Lessor which are adjacent to the Premises, the Lessee shall pay for any increase in the premiums for the property insurance of such building or bulldings if said increase is • caused by Lessee's acts,omissions, use or occupancy of the Premises. '.. BA Losses's Property;Business Interruption Insurance;Worker's Compensation Insurance. • (a)Property Damage. Lessee shall obtain and maintain Insurance coverage on all of Lessee's personal property,Trade Fixtures, and Lessee Owned Alterations and Utility Installations, Such Insurance shall be full replacement cost coverage with a deductible of net to exceed • $1,000 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 Utility Installations. • (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 the business of Lessee • or attributable to prevention of access to the Premises as a result of such perils. (c)Worker's Compensation Insurance. Lessee shall obtain and maintain Worker's Compensation Insurance In such amount as . may be required by Applicable Requirements. Such policy shall Include a 'Waiver of Subrogation' endorsement. Lessee shall provide Lessor with a copy of such endorsement along with the certificate of insurance or copy of the policy required by paragraph 8.5. • (d)No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of 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 maintaining during the policy term a"General Policyholders Rating"of at least A-, VII, as set forth in the most current Issue of"Best's 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 with copies of the required endorsements 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 policies,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, Mich amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a is"of at least one year,or the length of the remaining term of this Lease,whichever is less If either Party shall fail to procure • and maintain the Insurance required to be canted by it,the other Parry may,but shalf 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 carried or required,or by any • deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogatlon 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 calms,loss of rents and/or • damages,(lens,judgments,penalties,attorneys'and consultants'fees,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 f 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 of 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 shall be liable under any circumstances for: (I)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 raln, indoor air quality, the presence of mold or from the breakage, leakage, • obstruction or other defects of 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, (if)any damages arising from any act or neglect of any other tenant of Lessor or from the fallure of Lessor or its agents to enforce the provisions of any other lease in the Project,or(III)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 • 0 PAGE 7 OF 17 • 1 T.IA • ©2001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STG-17.2113E • 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 Lea6e9,by an amount equal to 10%of the then existing Base Rent or$100,whichever is greater. The parties agree that such increase in Base Ronl ropresenis fair and reasonable cornpensallon for the additional risk/costs that Lessor will incur by reason of Lessee's failure to • maintain the required Insurance. Such increase In Base Rent 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 rights 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 6 months or less from the date of the damage or destruction. Lessor • shall notify Lessee In writing within 30 days from the data of the damage or destruction as to whether or not the damage is Partial or Total, (b)"Premises Total Destruction"shall mean damage or destruction to the Premises, other than Lessee Owned Alterations and • Utility Installations and Trade Fixtures,which cannot reasonably be repaired In 6 months or less from the date of the damage or destruction. Lessor . shall notify Lessee in writing within 30 days from the dale 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), irrespective 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. (a) "Hazardous Substance Condition" shall mean the occurrence or discovery of a condition Involving the presence of, or a • contamination by,a Hazardous Substance,In,on,or under the Premises which requires restoration. 9.2 Partial Damage - Insured Loss. If a Premises Partial Damage that Is an Insured Loss occurs, then Lessor shall, at Lessor's • expense, repair such damage(but not Lessees Trade Fixtures or Lessee Owned Alterations and Utility Installations)as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessors election, make the repair of any damage or • destruction the total cost to repair of which Is$10,000 or less,and, in such event, Lessor shall make any applicabie insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing,If the required Insurance was not in force or the Insurance proceeds are • not sufficient to effect such repair,the Insuring Party shall promptly contribute the shortage in proceeds(except as to the deductible which is Lessee's responsibility)as and when required to complete said repairs. In the event,however,such shortage was due to the fact 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 will 10 days thereafter to: (i) 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(ii)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 act 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 Lessor's expense, in which event this Lease shall continue in full force and effect,or(if)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 affective 60 • days fallowing 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 commitment 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, if 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 Lessors 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 cost to repair exceeds one month's Base Rent,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,If 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 earlier of(i)the date which is 10 days after Lessee's receipt of Lessor's written notice purporting to terminate this Lease,or(if) • the day prior to the dale upon which such option expires. If Lessee duly 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 Lessor's 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 shall be • extinguished. 9.6 Abatement of Rent;Lessee's Remedies. • (a)Abatement. In the even[of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease,the 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 shall be performed by Lessee, and Lessor shall have no liability for any such • damage,destruction,remediation,repair or restoration except as provided herein. y,!!l ch (b)Remedies. If Lessor is obligated to repair or restore the Premises and does not commence, in a substantial and meaningful • waee �ll!sj��jurepair or restoration within 90 days after such obligation shall accrue,Lessee may,at any time prior to the commencement of such repair or PAGE 8 OF 17 . ©2001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STG-17-2l13E • 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 50 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 dale 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 authorization of the preparation of the required plans,or the . beginning of the actual work on the Premises,whichever first occurs. 9.7 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 0.2(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 shall,In addition,return • to Lessee so much of Lessee's Security Deposit as has not been,or Is not then roquircd to be,used by Lessor. • 10. Real Property Taxes. 10.1 Definition. As used herein, the term "Real Property Taxes" shall Include any farm of assessment; real estate,general,special, • ordinary or extraordinary,or rental levy or tax(other than inheritance. personal Income or estate taxes);improvement bond;and/or license fee Imposed upon or levied against any legal or equitable interest of Lessor in the Premises or the Project,Lessor's right to other income therefrom,and/or 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 Building 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 Premises are • located. 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 term of this Lease, including but not limited to, a change in the ownership of the Premises, and (it) levied or assessed on • machinery or equipment provided by Lessor to Lessee Pursuant to this Lease. 10.2 (a)Payment of Taxes. Lessor shall pay the Real Property Taxes applicable to the Premises provided,however,that Lessee shall pay to Lessor the amount, if any, by which Real Property Taxes applicable to the Premises Increase over the fiscal tax year during which the • Commencement Date Occurs("Tax Increase"). Payment of any such Tax Increase shall be made by Lessee to Lessor within 30 days after receipt of Lessor's written statement setting forth the amount due and computation thereof. If any such taxes shall cover any period of time prior to or after the • expiration or termination of this Lease, Lessee's share of such taxes shall be prorated to raver only that portion of the tax bill applicable to the period that this Lease is In effect. In the event Lessee Incurs a late charge on any Rent payment, Lessor may estimate the current Real Property Taxes,and • require that the Tax Increase be paid In advance to Lessor by Lessee monthly in advance with the payment of the Base Rent. Such monthly payment shall be an amount equal to the amount of the estimated installment of the Tax Increase divided by the number of months remaining before the month • in which said installment becomes delinquent, When the actual amount of the applicable Tax Increase is known, the amount of such equal monthly advance payments shall be adjusted as required to provide the funds needed to pay the applicable Tax Increase. If the amount collected by Lessor is • insufficient to pay the Tax Increase when due,Lessee shall pay Lessor,upon demand,such additional sums as are necessary to pay such obligations. Advance payments may be Intermingled with other moneys of Lessor and shall not bear interest. In the event of a Breach by Lessee in the . performance of Its obligations under this Lease,then any such advance payments may be treated by Lessor as an additional Security Deposit. (b)Additional Improvements. Notwithstanding anything to the contrary in this Paragraph 10.2, Lessee shall pay to Lessor upon • demand therefor the entirely of any increase in Real Property Taxes assessed by reason of Alterations or Utility Installations placed upon the Premises by Lessee or at Lessee's request or by reason of any alterations or improvements to the Premises made by Lessor subsequent to the execution of this • Lease by the Parties. 10.3 Joint Assessment. If the Premises are not separately assessed, Lessee's liability shall be an equitable proportion of the Tax • Increase for all of the land and improvements Included within the tax parcel assessed,such proportion to be conclusively determined by Lessor from the respective valuations assigned in the assessor's work sheets or such other information as may be reasonably available. • 10.4 Personal Property Taxes. Lessee shall pay, prior to delinquency, all taxes assessed against and levied upon Lessee Owned Alterations, Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee. When possible, Lessee shall 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 Lessor's 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. 11, Utilities and Services. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services • supplied to the Premises, together with any taxes thereon. If any such services are not separately metered or billed to Lessee, Lessee shall pay a reasonable proportion,to be determined by Lessor,of all charges jointly metered or billed. There shall be no abatement of rent and Lessor shall not be • liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service due to not. strike, labor dispute, breakdown,accident,repair or other cause beyond Lessor's 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 (coliealvely, "assign or assignment")or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's poor written consent.nov co be unreaeonamy • withheld,condiUoned or del&yed. • (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 25%or more of the voting control of Lessee shall constitute a . change in control for this purpose. (c) The involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, • financing, transfer, leveraged buy-out 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 Lessee"shall mean the net worth of Lessee(excluding any guarantors)established under generally accepted accounting principles. . (d)An assignment or subletting without consent shall,at Lessor's option,he 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 noncurable Breach, Lessor may either:(i)terminate this Lease,or III)upon 30 days written notice,increase the monthly Base Rent to 110%of the Base • Rent then In affect. Further,in the event of such Breach and rental adjustment, (1)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(it) all fixed and non-fixed rental adjustments scheduled . during the remainder of the Lease term shall be Increased to 110%of the scheduled adjusted rent. • (a)Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. • �0 PAGE 9 OF 17 • ©2001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STG-17.2113E • • requested. (f) Lessor may reasonably withhold consent to a proposed assignment or subletting g Lessee Is In Default at the time consent is • (9)Notwithstanding the foregoing,allowing a de minimis portion of the Premises, le.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. 12.2 Torma and Conditions Applicable to Assignment and Subletting. . (a)Regardless of Lessor's consent, no assignment or subletting shall: (1) be effective without the express written assumption by • such assignee or sublessee of the obligations of Lessee under this Lease, (11)release Lessee of any obligations hereunder, or(ill) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. • (b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay In the approval or disapproval of such assignment nor the acceptance of Rent or performance shall • constitute a waiver or estoppel of Lessors right to exercise Its remedies for Lessee's Default or Breach. (c)Lessor's 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 subleases, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor,or any security held by Lessor. (a) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's . 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 any, together with a fee of $500 as consideration for Lessor's considering and • processing said request. Lessee agrees to provide Lessor with such other or additional information andlor documentation as may be reasonably requested.(See 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 any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every • lemr, covenant,conditlon and obligation herein to be observed or performed by Lessee during the term of sald 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 sublessee any Option granted 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 any subletting by Lessee of all or any part of the Premises and shall be deemed included in all 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 shall 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 mitten 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 become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, • notwithstanding any dalm from Lessee to the contrary. (b)In the even[of a Breach by Lessee,Lessor may,at its option, require sublessee to attorn 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. (a)Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee,who shall have the right to cure the • Default of Lessee within the grace period, if any, specified In such notice. The sublessee shall have a right of reimbursement and offset from and agamsl 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 abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security,or where the coverage of the property insurance described in Paragraph 8.3 Is jeopardized as a result thereof,or without providing reasonable • assurances to minimize potential vandalism. (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 endangers or threatens life or property, where such failure continues for a period of 3 business days follow,ing written notice to Lessee. THE • ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS,INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES. (c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts 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 mitten notice to Lessee. (d)The failure by Lessee to provide (1) reasonable mitten evidence of compliance with Applicable Requirements, (11)the service • contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate or financial statements, (v) a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii)any document requested under Paragraph 42, (viil) material safety data • sheets(MSDS), or(ix)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. • (a)A Default by Lessee as to the terms,covenants,conditions or provisions of this Lease,or of the rules adopted under Paragraph 40 hereof,other than those described in subparagraphs 13.1(a),(b),(c)or(d),above,where such Default continues for a period of 30 days after written • notice;provided,however, that M the nature of Lessee's Default Is such that more than 30 days are reasonably required for Its 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: (1) the making of any general arrangement or assignment for the benefit of • PAGE 10 OF 17 • I Vdl- I • 02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STG.17-2113E • • credllors:(II)becoming a"debtor"as dennac in 11 U.S.C.§101 or any successor statute thereto(unless,In the case of a petition flied against Lessee, the same is dismissed within 60 days);(lii)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(e)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 financiai 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: (1)the death of a Guarantor,(It)the termination Of a Guarantor's liability with respect to this Lease other than In accordance win the terms of Such guaranty, (III) 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 broach 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 alternative assurance or security, which,when coupled with the then existing resources of Lessee,equals or exceeds the combined financial resources of Laesoo and the Guarantors that existed at • the time of execution of this Lease. 132 Remedies. If Lessee falls 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 lime of termination; (ii)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;(ill)the worth at • the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided:and(Iv)any other amount necessary to compensate Lessor for all the detriment 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 releding,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 unexpired term of this Lease. The worth at the time of award of the amount referred to In provision (III) of the immediately preceding sentence shall be computed by • discounting 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 not waive Lessors right to recover any • damages to which Lessor is otherwise entitled. 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 run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detalner and a Breach of this Lease emitting Lessor to the • remedies provided for in this Lease and/or by said statute. (b) Continue the Lease and Lessee's right to possession and recover the Rent as it 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,shall not constitute a termination of the Lessee's right to possession. • (c)Pursue any 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 shall 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 Losses, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, 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 said 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 Lessor at the time of such acceptance. 13A 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 shall,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 shall bear interest from the 31 st day after it was due.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 13.4. 13.6 Breach by Lessor. • (a)Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor falls 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 Lessor's 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. ,,,',,,///gggg,,,' (b)Performance by Lessee on Behalf of Lessor. in the event that neither Lessor nor Lender cures said breach within 30 days • `����%/G� PAGE 11 OF 17 . S IN • ©2001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STG-17-2113E • • r after receipt of said notice,or If having commenced said core 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 Rent or the Security Deposit, reserving Lessee's right to seek 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 Lease shall terminate as to the part taken as of the date the condemning authority lakes title or • possession,whichever first occurs. If more than 10%of the Building,or more than 25%of that portion of the Premises not occupied by any building,is taken by Condemnation,Lessee may,at Lessee's option,to be exercised in writing within 10 days after Lessor shall 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 riot terminate this Lease In accordance Win the foregoing, this Lease shall remain in full force and effect 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 shall be the property of Lessor, whether such award • shall be made as compensation for diminution In value of the leasehold,the value of the part taken,or for severance damages; provided,however,that Lessee shall be entitled to any compensation paid by the condemnor for Lessee's relocation expenses,loss of business goodwill and/or Trade Fixtures, • without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee,for purposes of Condemnation only,shall be considered the property of the Lessee and Lessee shall be entitled to any and all • compensation which is payable therefor. 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. 15.1 Additional Commission. In addition to the payments owed pursuant to Paragraph 1.9 above,and unless Lessor and the Brokers otherwise agree In writing, Lessor agrees that: (a)if Lessee exercises any Option,(b) If Lessee or anyone affiliated with Lessee acquires any rights to the Premises or other premises owned by Lessor and located within the same Project, if any, within which the Premises is located, (c) if Lessee . remains in possession of the Premises, with the consent of Lessor, after the expiration of this Lease, or (d) if Base Rent is increased, whether by agreement or operation of an escalation clause herein, then, Lessor shall pay Brokers a fee in accordance with the fee schedule of the Brokers In • effect at the time the Lease was executed. 15.2 Assumption of Obligations. Any buyer or transferee of Lessor's interest in this Lease shall be deemed to have assumed Lessor's • obligation hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.9, 15.22 and 31. If Lessor fails to pay to Brokers any amounts due as and for brokerage fees pertaining to this Lease when due,then such amounts shall accrue Interest. In addition, if Lessor fails to pay • any amounts to Lessee's Broker when due, Lessee's Broker may send written notice to Lessor and Lessee of such failure and If Lessor fails to pay such amounts within 10 days after said notice,Lessee shall pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee's • Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by andlor between Lessor and Lessor's Broker for the limited purpose of collecting any brokerage fee owed. • 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 firder'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 Party")shall within 10 days after written notice from the other Party(the"Requesting Party") execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current"Estoppel Certificate"form published by the AIR Commercial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably . requested bythe Requesting Party. (b)If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day penod, the Requesting Party • may execute an Estoppel Certificate slating that (i)the Lease is In full force and effect without modification except as may be represented by the Requesting Party,(II)there are no uncured defaults In the Requesting Party's performance,and(tii)if Lessor Is the Requesting Party,not more than one • month's rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Pahys Estoppel Certificate,and the Responding Party shall be estopped from denying the truth of the facts contained In said Certificate. In addition, Lessee acknowledges that any failure • on Its part to provide such an Estoppel Certificate 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, should the Lessee fail to execute and/or deliver a requested Estoppel • Certificate in a timely fashion the monthly Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or$100,whichever is greater for remainder of the Lease. 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 provide the Estoppel Certificate. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel Certificate nor prevent the exercise of any of the other rights and remedies granted hereunder (c)If Lessor desires to finance,refinance,or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 10 days • after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as 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 Lessor. 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 held 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 respect 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 herelnabove defined. l& Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall In no way affect the validity of any other provision hereof. 19. Days. Unless otherwise specifically 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 shall not seek recourse against Lessor's partners,members,directors,officers or shareholders,or any of their • PAGE 12 OF 17 • 1 1I T1 • ©2001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STG-17.2113E • • 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 Partles 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 mat 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. Brokers have no responslbillty 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 courler)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 Party's 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 Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the dale of delivery shown on the receipt card, or If no delivery date is shown, the postmark thereon. If sent by regular mall the notice shall be deemed given 72 • hours after the same Is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight counter that guarantees 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 shall 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 term,covenant or condition hereof,or of any subsequent Default or Breach by Lessee of me same or of any other term,covenant or • condition hereof. Lessors consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to, or approval of,any subsequent or similar act 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 condiflons 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 WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH • STATUTE IS INCONSISTENT WITH THIS LEASE. 25. Disclosures Regarding The Nature of a Real Estate 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 representallon it has with the agent or agents in the transaction. Lessor and Lessee • acknowledge being advised by the Brokers In this transaction, as follows: (i) Lessor's Agent. A Lessor's agent under a listing agreement wth the Lessor acts as the agent for the Lessor • only. A Lessors 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 are net 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 done not involve tho offirmatlwe duties set forth above. (ii) Lessee's Agent. An agent can agree to act as agent for the Lessee only. In these situations,the agent Is not . the Lessors 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 care, Integrity, honesty, and loyalty in • dealings with the Lessee. 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 • properly mat 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 welch does not Involve the affirmative duties set forth above. (lii) 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 Ina 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 care, Integrity, honesty and loyalty In the dealings with either Lessor or the Lessee. b, Other duties to the Lessor and the Lessee as stated above in subparagraphs(i)or(ii). In representing both Lessor and Lessee,the agent may not without the express permission of the respective Party,disclose to the other Party that the Lessor will accept rent in an amount less than that indicated In the listing or that the Lessee is wiling 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, A real 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 respect to any default or breach 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 Dale and that the liability(including court costs and attomeys' fees), of any Broker wth respect to any such lawsuit and/or legal • proceeding 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) Lessor and Lessee 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 • PAGE 13 OF 17 • I 1 IN • ©2001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STG-17.2113E • this Lease. In the event that Lessee holds over,then the Base Rent shall be increased to 150%of the Base Rent applicable immediately preceding the expiration or termination. Nothing contained herein shall 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, All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles 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 vorsa. 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 it. • 29. Binding Effect; Choice of Law. This Lease shall 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 Device"),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 • (in this Lease together referred to as "Lender")shall have no liability 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 Attornment. In the event that Lessor transfers title to the Premises,or the Premises are acquired by another upon the foreclosure OF termination of a Security Devise to which this Lease is subordinated (1)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 tern hereof,or, at the election of the new owner,this Lease will automatically become a new lease between Lessee and such new • owner, and (it) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor's obligations, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect 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. f 30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor after the execution or this Lease, Lessee's subordination of this Lease shall be subject to receiving a commercially reasonable non-clstureance agreement(a "Non-Disturbance Agreement") • 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 attoms 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-Disturbance 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-Disturbance Agreement within said 60 days, then Lessee may, at Lessee's option, directly contact Lender and attempt to negotiate for the execution and delivery of a Nan-Disturbance Agreement. . 30.4 Self-Executing. The agreements contained in this Paragraph 30 shall be effective 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 wettings as may be reasonably required to separately document any subordination, attornment and/or Non-Disturbance Agreement provided forherein. • 31. Attorneys'Fees. 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 limitation, a Party or Broker who substantially obtains or defeats the relief • sought,as the case may be,whether 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 any court fee schedule, but shall be such as to fully reimburse all attorneys'fees • reasonably incurred. In addition, Lessor shell be entitled to nttomeys'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. Lessors Access;Showing Premises; Repairs. Lessor and Lessors agents shall have the right to enter the Premises at any time, in the • case of an emergency,and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders,or tenants,and making such alterations, repairs,improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting,using and maintaining of utilities,services,pipes and conduits through the Premises and/or other premises as long as there Is no material adverse effect to Lessee's use of the Premises. All such activities shall be without abatement of rent or liability to Lessee. • 33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's prior written consent. Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction. . 34. Signs. Lessor may place on the Premises ordinary"For Sale"signs at any time and ordinary"For Lease" signs during the last 6 months of the term hereof. Except for ordnary"for sublease"signs, Lessee shall not place any sign upon the Premises without Lessor's prior written consent.All • signs must comply with all Applicable Requirements. 35. Termination; Merger. Unless spedfically slated 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 subtenancies. Lessor's 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. Lessor's actual reasonable costs and expenses(including but not limited to architects', • attorneys', englneers' 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. Lessors 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 w alver of any then existing Default or • 1. L'� PAGE 14 OF 17 • htTl 1 Ifl 4Hd.S @2001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STG-17.2113E • • Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular cend ikon to Lessor's 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 detall 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 Guarantors behalf to obligate Guarantor, and in the one 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. • 38. quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provislons 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 any Option,as coined below,then the following provisions shall apply. 39.1 Definition. "Option"shall mean: (a)the right to extend or reduce the term of or renew this Lease or to extend or reduce the tern of 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,the right of first offer 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, If requested by Lessor,with Lessee certifying that Lessee has no intention of thereafter assigning or subletting. • 39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Options have been validly exercised. • 39.4 Effect of Default on Options. (a)Lessee shall have no right to exercise an Option: (i)during the period commencing with the giving of any notice of Default and • continuing until said Default is cured, (ii)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 term or completion of the purchase,(1)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(il)If Lessee commits a Breach of this Lease. • 40. Multiple Buildings. If the Premises are a part of a group of buildings controlled by Lessor,Lessee agrees that it Will abide by and conform to all reasonable rules and regulations which Lessor may make from time to time for the management, safety,and care of said properties, including the • care and cleanliness of the grounds and including the parking, loading and unloading of vehicles, and to cause its employees, suppliers, shippers, customers,contractors and invitees to so abide and conform. Lessee also agrees to pay its fair share of common expenses incurred in connection with • such rules and regulations. 41. Security Measures. Lessee hereby acknowledges that the Rent 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 same. Lessee assumes all responsibility for the protection of the Premises, Lessee,its agents and invitees and their property from the acts of third parties. • 42. Reservations. Lessor reserves to itself the right, from time to time, to grant, without the consent or Joinder of Lessee, such easements, rights and dedications that Lessor deems necessary,and to cause the recordation of parcel maps and restrictions, so long as such easements, rights, • dedications, maps and restrictions do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate any such easement rights,dedication,map or restrictions. 43. Performancc Under Protest. If at any time a dispute snail 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 protest" • 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 shall 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 paymenL • 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 shall,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 liable 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 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 net be deemed an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto. • 47. Amendments. This Lease may be modified only In writing, signed by the Parties in interest at the time of the modification. As long as they de 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 Win the obtaining of normal financing or refinancing of the Premises. 48r • amysr of dory Trtal TITS RART� VIE TH&e.—R� aI4TS--TG—TRIAL B j PVY��_A v�._ACTf • �� PAGE 15 OE 17 � __..._ ... e„�," ©2001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STG-17-2113E • • • RR96€€DING-INVOLVINfr7HE� rorva�-�-------^_—..f...._.!9r frT!{IS�16..nce���c�,� • 49. Arbitration of Disputes. An Addendum requiring the Arbitration or disputes between the Parties and/or Brokers arising out of this Lease❑ • Is 0 is not attached to this Lease. 50. Accessibility;Americans with Disabilities Act • (a) The Premises: 0 have not undergone an Inspection by a Certified Access Specialist (CASp). ❑ have undergone an Inspection by a Certified Access Specialist (GASP) and It was determined that the Premises met all applicable construction-related accessibility • standards pursuant to California Civil Code §55.51 at soq. O have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises did not meet all applicable construc0on-related acoessibllity standards pursuant to California Civil Code§55.51 et seq. • (b) Since compliance with the Americans with Disabilities Act (ADA) is dependent upon Lessee's 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 Premises requires modifications or additions to the Premises in order to be in ADA compliance, Lessee agrees to make any such • necessary modifications and/or 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. SEEK 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,AND THE SUITABILITY OF THE PREMISES FOR • LESSEE'S INTENDED USE. • WARNING: IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO 13E REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES IS LOCATED. • The parties hereto have executed this Lease at the ac and on a date j specified above their respective signatures. • Executed at ! Z .S crvs �it� (l Executed at: • On, LES OSOS R ,By By LESSEE: • StevWLederman & Ann a. tt _ _ _ Palm Springs Safe Access, Inc • By: By:�iNi SName P' ed: St ederman Name P tad: Rooert Van Roo • Title: By://,�J ^��-r���/y Title: 0 By: T • Name Printed: Ann Taskett Name Printed: • Title: D A / Title: Address: f Address: • av • Telephone:(� 2�p(.J .. Telephone: ( ) • Facsimile, J Facsimile:( ) Email: y ��/�f1 �` 4�j ail: • Email: — Email: • Federal ID No. Federal ID No. • • • BROKER: BROKER: • Baxley Properties, Inc William Van Roo • PAGE 16 OF 17 • INIT I • @2001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STG-17-2/13E • • • Att: Dick Baxley _AtC • Title: Broker __ Title: Address: 73712 Alessandro Ste B-4 _Address: • Palm Desert CA 92260 • Telephone:(760)773 3310 Telephone:(_) . Facsimile:(760)773 3013 Facsimile:(_) _ Email:dbaxley@baxleypropert-es.com Email: • Federal lD No. Federal ID No. _ j • Broker/Agent DRE License#: 00 S31516 Broker/Agent DRE License#: _ • 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, 500 N Brand Blvd,Suite 900,Glendale,CA 91203. • Telephone No.(213)687.8777. Fax No.:(213)687-8616. • ©Copyright 2001 -By AIR Commercial Real Estate Association. All rights reserved. No part of these works may be reproduced in any form without permission In writing. • • • • • • • • • • • • • • • • • • PAGE 17 OF 17 • 1 S ©2001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STG-17-2f13E • • ADDENDUM • Date: February 21, 2014 By and Between (Lessor) Steven Lederman and Ann Taskett (Lessee) Palm Springs Safe Access, Inc Address of Premises: 1247 S Gene Autry, Palm Springs, CA Paragraph(5) 51 — 60 51. Early Occupancy may occur upon (A) City of Palm 5prings approving use; (13) Fully executed lease; (C) Receipt of first month's and security,deposit and (P) Certificate of Insurance. • 52. The Commencement date Is the day the permit to operate a medical marijuana facility is approved by the • City of Palm 5prings. 53. Rent Schedule (without annual insurance increases): First Year: $ • 5econd Year: $ • Third Year: $ Fourth Year: $ Fifty Year: $ • 54. Agreed Use: Tenant ehall comply with all applicable state and local laws. Notwithstanding any other • provision of this Lease, Landlord shall have the right to immediately terminate this lease without further obligation to Tenant in the event the Premises, or the property of which the Premises are a part, becomes threatened with or subject to any civil forfeiture or other civil or criminal enforcement action by any state, federal or local authority. 55. Option Period: Five (5) month5 from lease signing at �per month. Entire 5-month period to be paid • for upon signing. Lessee shall be entitled to a pro rata refund if option cancelled and recorded memorandum of Option which recites the right to cancel and receive refund if he is NOT issued a permit for operating a Medical marijuana Dispensary in Palm Springs. Option can be extended for up to 90-more days upon payment of . consideration for extended period in advance (month). In the event that the option is exercised prior • to end of the then existing option period pro rate contribution of previously paid option monies to be applied to • next due rents or depo5it5, . PAGE 7 OF 2 bqMAES INI • • 56. Tenant Shall have the right to extend the Term of this Lease for two (2) additional five (5) year periods • _ upon the came terms and conditions as Set forth in this Lease except Base Rent Shall increase annually by the greater of the U.5. Department of Labor Consumer Price Index for All Urban Conoumere or percent (3%). Tenant shall exercise its option by sending written notice to Landlord at least 120-days prior to the expiration • of the then expiring Lease Term. 57. Tenant Improvements: Lessee will install, at his bole coot and expense, required improvements such as a fire sprinkler system, improve the current electrical system to a 800 amp power system, install an air filtration system and additional byotem and furnishing. All improvement plant and permit applications to be. • copied to Owner, Owner to receive copies of permito and paid invoices for work performed in a timely manner. All • work to be done by licensed and insured contractors. All work to include acceptable warranties concerning the • work performed. 58. Lessee acknowledges and agrees to be. bound by the CC&R'o of the industrial complex where the property known as 1247 5 Gene Autry Trail, Film Springs, CA 92264 is located. See attached CC&r's. • 59. Real Estate Drokero: Each principal shall pay his own agent directly, 60. Lessee shall provide to Le000r the following information at bigning of the Lease: name, addreob, oocial security number and drivers licence of all board members and executiveb of Lessee. • In the event of any conflict between the provisions of this Addendum and the printed provisions of the Lease. this Addendum shall • control • • • • • • • • • • • • • • • ��i PAGE 2 OF 2 • f/I�Aa 9 • • • Palm Springs • Safe Access • • • • • • • • • • • • • • Proof of Lawful Presence (Following Pages) • • • • • • • • • • • • • • • • • • • • • ACCOUNT NUMBER 183 172 7202 1 DATE MAILED Jun 10, 2014 Page 1 of 2 • SERVICE FOR 24 Hour Service Tee ROBERT VAN ROO � 1-800-427-2200 English Comyeny 3585 SUNBURST BLVD 1-800-342-4545 ESp8110! • A*Sempra Energy wlitye BLDG32 1-800-252-0259TTY - PALM SPRINGS CA 92262-0425 www.socalgas.com H • Account Summary DATE DUE Jun 30, 2014 • Amount of Last Bill $15.49 Payment Received 05/21/14 THANK YOU - 15.49 AMOUNT DUE $14.84 • Current Charges + 14.84 . Total Amount Due $14.84 Gas Usage History(Total Therms used) Current Charges m Rate: GR-Residential Climate Zone: 1 Baseline Allowance:14 Therms A Meter Number: 12829833(Next scheduled read date Jul 820141 Cycle: 4 ,a • Current Previous Pressure BTU Total Therma a Billing Period Days Reading - Reading = Difference a Factor x Factor +uuJUL AWSEPMTr VDECun FERw wRluraux • 05/07/14-06/06/14 30 1433 1425 8 1.122 1.031 9 Jun 13 May 14 Junl4 Total Therms used 0 10 9 • Daily averageThenns 0 .3 .3 GAS CHARGES Amount($) Days in tilling cycle 0 29 30 • Customer Charge 30 Days x $.16438 4.93 • Gas Service (Details below) 9 Therms Make payments, schedule service • Baseline appointments, view account history, go Therms used 9 paperless. Register for My Account at socalgas.com todayl • Ratelrnerm $,93556 � I • Charge ® __Your next meter-reading day is $8.42 - 8.42 shown above. For safety, please securely • Total Gas Charges $13.35 confine your dog away from your gas — TAXES & FEES ON GAS CHARGES Amount($) meter on meter-reading days. For more • State Regulatory Fee 9 Therms x$.00068 01 information, visit socalgas.com(search • Public Purpose Surcharge 9 Therms x $.08504 .77 "DOGS',) Palm Springs City Users Tax $14.13 x 5.0090 71 • Total Taxes and Fees on Gas Charges $1.49 . Total Current Charges $14.84 • • The Gas Company's gas commodity cost per therm • for your billing period: Jun... ... ...$.51185 May........$.52800 • _PLF KEEP THIS PORT FOR YOUR RECORDS(FAYDn DE GDMDAR ESTA PMTE PMA SUS HIE GISTP,OSJ .........................-----..............................................................________...._........_._....._........._.............._...................._..............._........................ • PLEASE RETUnN THIS PORTgN WITH YCIIR PAYMENT.IFAVOR IN DEVOLVED ESTA PMTE CON Sul PAGD.I Save Paperer ACCOUNT NUMBER DATE DUE Jun 30, 2014 Postage ` • 8 183 172 7202 1 PAY ONLINE • the www.socalgas.com AMOUNTDUE $14.84 MGas company A Sempra Energy utility' • SERVICE ADDRESS 3585 SUNBURST BLVD BLDG 32 PALM SPRINGS CA 92262-0425 Please enter amount enclosed. • • whie account number m check end make Payable TD The Gas Company • ROBERT VAN ROO 611 S PALM CANYON DR • STE 7 THE GAS COMPANY PALM SPRINGS CA 92264-7420 PO BOX C • MONTEREY PARK CA 91756-5111 • 80 1831727202 00001484 16 1831727202 0000006514 ACCOUNT NUMBER 183 172 7202 1 DATE MAILED Jun 10, 2014 Page 2 of 2 • Tha DATE DUE AMOUNT DUE 1-800-427-2200 English Jun 30, 2014 $14.84 1-800-342-4545 Espanol • A* Company 1-800-252-0259 7TY Sempra Energy minus www.socalgas.com • The Gas Company appears that the dispute is over manors such as quality of service, Other Important Phone Numbers Policies and Notices level of rates,pending applications for rate increase,etc.,which do P not relate directly to the question of the accuracy of the but. • Electronic Cheek Proeesaing-WhenyOU pay your bill by Check, For the 101k1Wing,Call you adh onze us to electronically process your payment.II your If you do rot make such a deposit with the commission within 15 Monday-Friday,8am-5pm: • check s processed electronically,your crocking account may be days after The Gas Company notifies you of your tight to do sto 0 ey debited on the same day we receive the check.Your dock will rot The Gas Company may dsWMinle you service for non-payment ate 41t Cantonese 1.800.427.1420 • he returned by your bank,however,the irensaction will appear on - -- ---- Paso" L114 Korean 1-800-427-0471 your bank statement h year do nor wish to participate in this Billing Tenn Definitions IMM 411A Mandarin 1-SOD-427-1429 program,please have your account number mady and• Baseline Anountal gas billed at me lowest reledemial rate.call 1477.272,= N6i nerve Vri,Vietnamese 1-800-427-0478 Billing Factor Adjusts for differences in elevation,delivery • Closing your Gee Service-We require two 121 working days andpressure and the heating convert of gas. Self Service Options available 24 access to the meter to close your gas service. hours a day,7 days a week . ..1.800-772-5050 about Deposits - Climate Zone ombasrmneinwhich abSNmer lives.Colder ''' . A o unt on about Deposal zeros receive more baseline aM,owence. For Lions,ation regarding payment arrangements,office Amount of sh service -The amour of deposit required to establish and C R account balance,billing recap,duplicate bill or Customer Chaarge-Charge to recovergotsdgas delivery and CAREa ications for income periodic sit service credit is Price kite estimated average nd qualified customers. • riMlo Dill. including reading meters.preparing bills,and processing payments. Pa To locate underground cables& Gas Commodity Charge-Cost of gas purchased by The Gas • Return of Dress dulnWesl e a Deposit a This deposit together Company on behalf of its customers. gas pipes,please Call Digt.. with any interest returned lessron amount n any unpaid Dills,will Monday-Friday,Gam-7pm......8-1-1 normally he returned either on discontinuance of service or alter Payment Due Dale-Payment due date shown on the front bottom• me deposit has been held for twelw;(12)consecutive months. ponied of it*Dill isfor current charges ony;a does not Stop Payment Options $ during when time continuous gas service has been received and collection activity on an unpaid previous balance. Online:Its fast,easy and free.Just register of• at sign into all bills such service have been paid in accordance with the Public Purpose surcharge-Charge to Nod Public My Account a[httpsa/myaccountsocalgas.com miss in affect and filed with he Public Utimies Commission of Programs such as California Alternate Rates for Energy(CARE), Home bankl ff you• the Slate of California.No Interest will be paid lf the service s Energy Savings Assistance Program(ESAP),energy efficiency and rig: y pay bells online through your temporanty or permanently discontinued lot ronpaymem of bus research and development CARE customers pay a reduced bank,check with them,to see if you can receive your • - — surcharge which excludes CARE program books. bill Online. Public Utilities Commissioni request Notice-Should you question the Rate-loemilies vie rate schedule ISM to calculate u bill.you Direct Debit:Have your payment automatically amount a this bile please request r explanation re calling the deducted from your account.For more information,call telephone number at the top th your bill a e thereafter believe u may review these rate schedules al a local deice d The Gas • � Yo � Ire Company g 1-800.427-2200 or visit wwrn.socalgas.com heve been billed a Cald ini the amount d the bit stud St p y or at ry Fee-A as.can Pay by Phone:Call 1-800-427-2700 to enroll or,ff • Off ce deposited with me Van Ness Pubic lailiRo m 2003,Son,Slate Stele Regulatory Fee-A fee ISM to fund the Californiarmine Public already enrolled,call to authorize a payment from your Office Buildiho505Ven Ness Avenue,Roomumer San Fmncsco, tubber Commission.Each customers fee Is determined by tl1e checking account. CA 94102,pone'.BUOE4&75]0.e-mail'.o�reumar� number of dertns used. • -aaains@cpuc.ca.gov,to avoid discominus doe of service.Make Therms-Standard u t of measumg heat energy. By Mall:Mail your check or money order,along with etance rem payable to the California Public utilities Commission,and the payment stub at the bottom of your bill,in the • aftech the bill antl the slatermen supporting your Delat that the bill is UtiMy U99ns'Tax-Tax charged by some cities and counties enclosed envelope to The Gas Company,PO Box C, not correct.The Commission will review the basis at the billed bared on the amount of the current monthly gas bed.These dries Monterey Park,CA 91756 amount and make disbursement in accordance with fts findings. and counies require The Gas Company to collect this Utiaies ATMfDeblt/Crecilt Card or Electronic Check:You can • However,the Commission will not accept the deposits when it Users'Tax lot them use most major ATM/debit cards,VISA and MasterCard credit cards,or the Electronic Check mru BillMatrix.A • convenience lee is charged.Contact BillMatrix at 1-800-232-6629 or visit www.socelgas.com. • In Person:Pay In person at one of our conveniently located payment locations. To find the nearest location • and hours of operation,call 1-800-427-2200 or visit www.socalgas.Dom. • • • • The Gas Company Payment Locations • Authorize Payment Agencies-Call the See Service Options number 1-80D-772-5050 for the addresses of • payment agencies in your area. Drop Box Location • Company Offices Ma Alhambra.31 E.Main r Suite J Hollywood,1811 N.16 Pacific St RiveSan Bore,rdind, iena Ave.%105 Burbank.Public Service Department 184 W.Magrolia Anaheim,131 W.Comer St Promenade Huntington 451 Park,ns AvePabac Blvd. San 36rIN Mou • Banning 60 E.Ramsey St.Balflower Inds, sal t!Towne Av . I1 Fernando.Mourn Vernon Ave.%305 SaudiCommand ,1701 S.Winner B BIM. Inglewood,3530 W.Century&M.Sfe.102 San LisObi1 1 &arW Si SIe.101 • Commends. 0 N E.Whinier BIM. Lancaster,Lompoc, 12065 W.Avenue K San Luis Obispo 1314 Broad St. Corona ]00 N.Long Beach BM. Lompoc.128 3739 re San Pedro,605 S.Pacific Ave.%1 D1 Corona 342 S.Lincoln Ave.NA Los Angeles,4619 Crenshaw BIM.IC Santa Ana.]381 Harbor BIM. • Covina,122 Jefferson Citrus Ave. Los Angeles.4619 S.Central Ave. Santa Berbera, .11 E.Victoria St. Dillow,239Tulare t Los Angeles 1,2522 N.Daly StSanta Feria 19 S Broadway,h Rd Site El Conrad, d,1 1 Tulare i n. Monrovia. 2 S.Myrtle Ave. Santa Maria.,13 S.Broadway,Suite J • El Centro,1111 W.Main d Ontario,962 N Mountain Ave. Some Monica,1300 ern St. El Monte.11912 Valley BIM.,Suite B Oxnard,1640 E.Gb@aIuS Sunrise South Gate,3530 Tweedy Ovid • Fontana.9761 19 Sierra Ave.act Palm ena 12 4 E N Sunrise Way Van Nuys.6550 Van Nuys BIM Hartford,,219 S. iary St,Suite Pasadena. 6E 3r Green St.%102 Visalia,t305E.Node Ave. Hartford,27 N.an Jabs Suite B Pomona. ,6 E.3rd St Waits, ton E. N A al. • Hemet.52]N.San Jaomo Sr Podervill6.59 W.Thurman Ave. Wilmington 929 N.Avalon Blvd. • Providing sale and reliable energy to our customers for more than 140 years. • CALIFORNIX" DRl LICE+" OL A8127Q2n • CLA59 C . e%P 11/17/2018 END NONE LN HENDERSON • FN CODY ALLAN 611 S PALM CANYON OR UNIT 7 APT 124 • PALM SPRINGS,CA 92264 DOB 11/17/1977 • RSTR NONE 1117%77 • � SEX M H EYES BIIN • �/f HOT 6'46" WGT 136 lb . .. ISS1Y • Q/�/ �� DO 11Hin61146nYAAFDISfon6 — ' 411112120113 • • • • • • • • • • • • • • • 0 • ACCOUNT NUMBER 113 924 9169 9 DATE MAILED Jun 10, 2014 Page 1 Of 2 • SERVICE FOR 24 Hour Service 6n BIKRAM SANDHU 1.800-427-2200 English taavanr 2821 N LOS FELICES CIR W 1-800-342-4545 Espanol • A*Sempra Energyutim? UNIT 202 1-800-252-0259 TTY - PALM SPRINGS CA 92262-0667 www.soealgas.com H • OPENING BILL DATE DUE Jun 30, 2014 • We would like to welcome you as a SoCalGas customer. Whenever you need assistance • with your energy needs, please don't hesitate to call anytime, 24 hours a day. AMOUNT DUE $27.59 • Account Summary appointments,eke payments, schedule service Opening Balance 00 Payment Received -.00 paperle s account Register forMy Account at . Current Charges +27.59 socalgas.com today! Total Amount Due $27.69 "'Your next meter-reading day is shown above. For safety, please securely Current Charges confine your dog away from your gas meter on meter-reading days. For more Oinformation, visit socalgas.com (search Rate: GR 1-Residential Heat Climate zone: 1 Baseline Allowance:18 Therms "DOGS")." ' • Meter Number: 13699065(Next scheduled read date Jul 8 201,! Cycle: 4 • Current Previous Billing Period Days Reading - Reading = Difference x Billing Factor - Total Therms • 05/16/14 -06106114 21 0019 0018 1 1.031 1 • GAS CHARGES Amount($) • Gas Service (Details below) 1 Therms • Over Baseline • Therms used 1 — RateRherm $.00000 $1.19000 _ • Charge $.00 +$1.19 = 1.19 • Total Gas Charges $1.19 • TAXES 6 FEES ON OAS CHARGES amount(S) Public Purpose Surcharge 1 Therms x $.08504 .09 _ • Palm Springs City Users Tax $1.28 x 5.00% .06 • Total Taxes and Fees on Gas Charges $.15 (Continued on next page) • The Gas Companys gas commodity cost per therm • /a your biNing period: Jun... .... ..$.51185 May.... ... ..$.52800 PLEPSE KEEP THIS PORTION FOR YWR RECMDS.(FAVOR DE GUMWR EaTA PMTE PPAA SW REGISTROGJ ..... ......... .. .... ......._ _.__... ......... ...................................... ....__... ........... ..... • PIFPHE PErMN THIS POmION MATH YOUR PAYMEW iFAVCR DE DEWLVER ESTA PAmECON Su PAGD.I sams,lesser s ACCOUNT NUMBER PosMpe DATE DUE Jun 30 2014 ` • 113 924 9169 9 , 8 PAY ONLINE . � w .Socalgas.com AMOUNT DUE $27.59 ramr.e, A WSempra Energy utigty • Please enter amount enclosed. SERVICE ADDRESS 2827 N LOS FELICES CIR W UNIT 202 PALM SPRINGS CA 92262-0887 • • Wnte account number on Check and make payable to The Gas Campeny, • BIKRAM SANDHU 6606 SPRINGDALE DR . CLEVELAND OH 44130-2644 THE GAS COMPANY PO BOX C • MONTEREY PARK CA 91756-5111 • 80 1139249169 00002759 98 1139249169 0000275998 ACCOUNT NUMBER 113 924 9169 9 DATE MAILED Jun 10, 2014 Page 2 of 2 • the DATE DUE AMOUNT DUE 1-800-427-2200 English Gn Jun 30, 2014 $27.59 1-800-342-4545 Espaflol • A AC,mpary 1-800-252-0259 TTY Sempra Energy utility" www.socalgas.com • OTHER CHARGES 6 CREDITS Amoud(51 Other Important Phone Numbers Service Establishment Charge 25.00 • Palm Springs City Users Tax $25.00 x 5.00% 125 For the following,call Total Other Charges & Credits $26.25 Monday-Friday,8am-5pm: • 4M RA-1 Cantonese 1-800-427-1420 • Total Current Charges $27.59 fli LI#J Korean 1-800.427.0471 160 WA Mandarin 1-800-427-1429 The Gas Company appears that the dispute is over matters such as quality of service. N61 TIEeG VIETYetnamese 1-800-427-0478 level of rates,pending applications(or rate increase,etc.,which co Policies and Notices not relate directly m the question of the accuracy of the bill, Self Service days a vteavailablek .... • Electronic Check Processing when you pay your bill try Check, hoursatlay,7tlaysaweek .......1-800-772-5050 you&Monza us to electronically process your payment if your If you do not make such a depend with the commission within 15 For information regarding payment arrangements,office check 6 processed electronically,your checking amount may be days after The Gas Company notifies you of your nght to do so, locations,account balance,billing recap,duplicate bill debited on the same day we receive the check.Your check will not The Gas Company may discontinue your service for nompsyment. and CARE applications for income qualtied customers. • be mWmed by your bank,however,the transaction will appear on To locate underground fables& your bank statement lfyw do not wish to participate in this Billing Term Definitions gas pipes,please Call DigAlert, • pogrom.prase haw Your WCourN dumber ready and Baseline-Amount of gas billed at the lowest residential rate. caff 1-877-272-3303. Monday-Friday.Gam-7pm.. ....8-1-1 Closing your Gas Service-We require own(2)working days and Billing Factor-Adjusts for ntent of ga in elevation,delivery P Options • access b the meter b close your gas service. pressure and the heating concern d gas. nt PH s Ctrmare Znne-Weatherzooe in• nkh a cusbmer lives.Crider Online:Its fast,easy and free.Just register cur sign into Information aboln Deposits zonesceive re more baseline allowance. My Account at htlps:lfmyaccoum.sowlgas.wm Amount of Deposit-The amount of deposit required to establish Customer Charge to recover costs of as delivery Home banking:If you • or reestablish service credit is twice the estimated average g g ry it Y pay billsoilmen through your periotlio bill. Including reading meters,preparing Dills,and processing payments, bank,check with them,to see ff you can receive your Gas Commodity Charge-Cost of gas purchased by The Gas bill online. • Return of Deposibinteresl on Deposit-This deposit,together Company on behalf of its customers. Direct Debts:Have your payment automatically with any interest tlue,less the amount of any unpaid bills,will deducted from your account.For mwe Information,fall • normally be returned either on discontinuance of service or affair Payment Due Date-Paymenttlue dare shown on the front bottom 1-800-427-2200 or visit www.socalgas.win the deposit has been held for twelve(12)consecutive months, portion of the bill is for current charges only 9 does not stop during winch time continuous gas service has been received and collection activity on an unpaid previous balance. Pay try Phone:Call 1-600-427-2700 to enroll or,it • al bills for such wNioe have been pap in amordance with the Public Purpose Surcharge-Charge to fund Public Purpose already enrolled,call to authorize a payment from your N r9 ate Nose checking account. roles in effect and filed with the Public Utilities Commissionmu is Energy S such as Californiataneroom re Rates for Energy(CARE), • the State of California No Interest will df r n lf the seniat is Erearc Savings Assistance Program customers ,energy a reduced and the Mail:Mail your check or money order,along with temporarily or permanently discontinued for con-payment at Dills. rematch and development CARE custan co pay a redxad the payment stub at the bottom of your bill,in the • --- surcharge whKh excludes CARE program costs. enclosed envelope to The Gas Company,PO Box C, Public Utilities Commission Notice-Should you question the Monterey Park,CA 91756756 amount of this bill,please request an explanation by calling true Rate-Identifies the rate sdedule used to calculate your bill.You • telephone number at the top of your all.if you thereafter believe you may review these rate scedules at a local office of The Gas ATMlDebit/Credit Card or Electronic Check:You can have been billed incorrectly,the amount of the bill should be Company or at www.socalgas.com use most major ATM/debit cards,VISA and Mastercard cred8 cards,or the Electronic Check thru BillMatrix.A • deposited with the California Public Utilities Commission,State State Regulatory Fee-A fee used to fund the CaMomia Public convenience fee is charged.Contact BillMatrix at Office Building,505 Van Ness Avenue,Room 2003,San Francisco, Utilities Commission.Each customers fee is detennkretl by the 1-800-232-6629 or visit wwwaticalgas.com. • CA 94102,phone'.8WB497570,e-mail:consumer- number of therms used. In Person:Pay in person at one of our conveniently -affaim@cpw.r .gov,he avoid discontinuance of service.Make Therms-Standard unit of measuring heat energy. located payment locations. To find the nearest location remittarKE payable to the CafifOmia Public Utilities Commission,and • aftach the bill and the statement supporting your belief That the bill 6 Utility Users'Tax-Tax charged by some cities and court es and hours of operation,call 1 A00�27-2200 or visit not caned.The Commission will review the basis of the billed based on the amount of the cunent mentiy gas bill.These cities -socalgas.cem. • amount and make disbursement in accortlance with its findings and counties require The Gas Company to collect this Utilities However,the Commission will not accept the deposits when it Users Tax for them. • • • The Gas Company Payment Locations • Authorize Payment Agencies-Call the Self Service Options number 1-800-772-5050 for the addresses of • payment agencies in your area. Drop sox Location • Company OfficesMain Alhambra,31 E.Mara St.Suite J Hd Huntington .tart N.16 Pavel St. Riverside,rd,no,7000 Indiana Ave.0105 Burbank.Public Serve Department 164 W Magnolia Anaheim,131 W.Center St.Promenade III1 Park. e AvePacNc BIM, San 36 N Mount Seining,ri0 E.Ramsay St.#A Indio.45123 Towne A . n Fe N.Moum Vernon SBr Ave.B9305 lvd Comowermerce 11711 E BriliManor i via,Blv LanIrxtIcaster 0130 W.Century Blvtl.Ste.102 San Luis Othr 444 1 Brand Blvd.Sfa.101 • Commerce.5709 E. g Beact BIM. Lancade1 8 S, H Avenue K San Luis Obispo,1314 Broad N Campton,700 N.Long Beech BIM. Lompoc,128 3739 St San a Ana 605 S.Pacific Ave.#101 Corona, 32 S.Lincoln Ave.#A Los Angeles,4619 Crenshaw Blvd#C Santa Ana.arrears, 1 Haltxx nine • Covina,122 N.Glrus Ave Los Angeles,4619 S.Central Ave. Santa Fe spring, ,11 E. Teleg St. Delano,122E,sheave t Los Angeles,142522 N A St. Santa Fe SpM9,11518oadwaypS its El Can,239 E.Tulare in Monrovia, 2 1 S.Myrtle Ave. Santa Maria,1954 8,Broadway.Suite J . El Centro,1111 W.Mein St d Omard,II N.Mountain Ave. Santa Monica,30 Twee St. El Monte, 781 S Valley BIM.,Suite 8 Oxnard,rings E.Gonzales im Van Gale,3530 Tweedy Blvd. • Fontana.9719 Siena Ave.#C Palm Springs,4 E N.Sunrise Way Van Nuys,6550 Van Nuys Blvd. Hanford,.21 I S.Central Ave t B Pasadena, E,E.Green S[.#102 Visalia,130.5E Noble Ave. Hemet, 321 N.Daly St Jacinto Suite B Pomona, ,59%E.3rdur Wafts, ton, E.103r0 St al • Herod,527 N.Ben Jadnto St. Pademlle,59 W Thurman Ave Wilmington,929 N.Avalon BIM. • Providing safe and reliable energy to our customers for more than 140 years. • • • Palm Springs • Safe Access • • • • • • • • • • • Notarized Acknowledgment • (Following Page) • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 1, Steven Lederman, hereby acknowledge that: • 1 am an owner of the premises located at 1247 S. Gene Autry Trail, Palm Springs, CA • 92264 (the"Premises"). • The owners have entered into a lease for the Premises with Palm Springs Safe Access, • Inc., a California Nonprofit Mutual Benefit Corporation ("PSSA"). In connection with PSSA's application for issuance of a permit to operate a Medical • Cannabis Cooperative, 1 acknowledge that PSSA, upon issuance of such a permit by the City of . Palm Springs,shall operate a Medical Cannabis Cooperative dispensary at the Premises. r� • ' Steven Lederman • • State of California • County of Riverside • On rx�, 2014 before me, • (Date) (name of notary public) • personally appeared Steven Lederman who proved to me on the basis of satisfactory evidence to • be the persono whose name) is/are-subscribed to the within instrument and who acknowledged to me that he shehhey executed the same in their authorized capacity), and by his/herkh6r signatureo on the instrument the person�sj, or entity upon behalf of which the persono)acted, • executed the instrument. • 1 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. EtN55A 9 Commissbn 41 s 19682682yo Z '� Notary Public- California Riverside County • �%. M Comm. ExpirM Feb 2,2016 r (Signature of Notary) • • • • • • • • • Palm Springs • Safe Access • • • • • • • • • • ! Palm Springs Safe Access • • Articles of Incorporation • (Following Page) • • • • • • • • • • • • • • • • • • • • • • III • --- -- - 3636930 ARTS-MU Articles of Incorporation of a • Nonprofit Mutual Benefit Corporation • 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$30 filing fee. FILED C — A separate,non-refundable$15 service fee also must be included, if • you drop off the completed form or document. Secretary of State • Important! Nonprofit corporations in California are not automatically State of California exempt from paying California franchise tax or income tax each year. For 1 JAN i 0 2014 • information about tax requirements and/or applying for tax-exempt status in • California,go to https:/IwAw.ft.ca.gov/businesses/exempLorganizations or call the California Franchise Tax Board at(916)8454171. • Note: Before submitting this form, you should consult with a private attorney • for advice about your specific business needs. This Space For office Use Only • For questions about this form,go to www.sos.ca.govtusiness4m filmg-tips.htm • Corporate Name (List the proposed corporate name. Go to www.sos.ce.gowbusmsstwname-availability.htm for general corporate name requirements and restrictions.) • (D The name of the corporation is PALM SPRINGS SAFE ACCESS, 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 ate or activity, other than credit union business, for which a • corporation may be organized under such law. • Service of Process (List a California resident or an active 1505 corporation in California that agrees to be your initial agent to accept service • of process in rase your corporation Is sued. You may list any adult who lives in California. You may not list your own corporation as the agent. Do not list an address if the agent is a 1505 corporation as the address for service of process a already on file.) . ® a. WILLIAM A. VAN ROO • Agent's Name b. 13863 QUARTERHORSE DR, GRASS VALLEY CA 95949 Agent's Street Address(A agent is not a corporation)-Do nor list a P.O. Box City(no abbreviations) State Zip Corporate Addresses ® a. 13863 QUARTERHORSE DR, GRASS VALLEY CA 95949 • IrxfrN Street Address of Corpaason-Do rat fist a P.O.Sox City(no abbreviations) state zip • b. 13863 QUARTERHORSE DR, GRASS VALLEY CA 95949 htlbN A4a AV Address of Corporation,if difil rent from 4a City(no abbreviations) State zip • • Additional Statements (The fofiowing statements are for tax-exempt status in California.) • © a. The specific purpose of this corporation is to • b. Notwithstanding any of the above statements of purposes and powers, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific purposes • of this corporation. • This form must be signed by each incorporator. If you need more Space, attach extra pages that are 1-sided and on standard letter-iized paper(8 10 x 11"). All attachments are made part of these articles of incorporation. MICHAEL LAWSON KNAPP Incorporator-Sign here Printyavname here • Make checWnioney order payable to:Secretary of State By Mall Drop-Off • Upon filing,we will return one(tf uncertified copy of Secretary of State Secretary of State your filed doCWrlenl for tree,and will certify the copy Business Entities,P.O.Sox 944260 1500 11th StrmL,3rd Floor • upon request and payment of a 95 certification fee. Sacramento.CA 94244-2000 Sacramento,CA 95814 • Corporations Code§§7130-7132 at seq.,Rewrw and Taxafiw Cade§§23151 at seq.and 23701 at seq. 2013 California Secretary of State ARTS MU(EST 05W13) wwwstas.ra.govlbusinessU. • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • I hereby ceh�>Y that he foregong transcript of pagelsi ISO full trues t al fhe • IS O f at rewrd in"cum of Me Ca=ia Secretary of Stats's office• • l r �x • JAN 212014 (��� • Dater • DEBRA BOWS M Stete • • • • • Palm Springs • Safe Access • • • • • • • • • • • Evidence of Authorization to do Business • (Certificate of Good Standing) • (Following Page) • • • • • • • • • • • • • • • • • • • • • • State of California • Secretary of State • . CERTIFICATE OF STATUS • • • ENTITY NAME: • PALM SPRINGS SAFE ACCESS, INC. • • • FILE NUMBER: C3636930 • FORMATION DATE: 01/10/2014 • TYPE: DOMESTIC NONPROFIT CORPORATION JURISDICTION: CALIFORNIA • STATUS: ACTIVE (GOOD STANDING) • • • + I, DEBRA BOWEN, Secretary of State of the State of California, • hereby certify: • The records of this office indicate the entity is authorized to • exercise all of its powers, rights and privileges in the State of • California. No information is available from this office regarding the financial condition, business activities or practices of the entity. • • • • j"pl OF T A y IN WITNESS WHEREOF, I execute this certificate • P EUREK •'•..Fs and affix the Great Seal of the State of • Q A California this day of January 18, 2014 . v ' w p1 • r �+ • CgClRN�P DEBRABOWEN FO • Secretary of State • • JAW NP-25(REV 1/2007) • 0