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Home My WebLink AboutA4410 - PLAZA INVESTMENT CO PLAZA THEATER ALLEY EASEMENT Historic Plaza Theater Agreements A0437c with Wessman Family Trust For the lease of the Courtyard, Alley and Trash area (subleased to PFPA see A0467c) Term: thru 2004 with 14 extensions through May 30, 2018. Notice of each extension shall be made 120 days prior to expiration. A0467c with Partnership for the Performing Arts (PFPA) For the lease of the theater and sublease of the Courtyard, Alley and Trash area Term: thru 2004 with 14 extensions through May 30, 2018. Notice of each extension shall be made 120 days prior to expiration. A4410 with The Plaza Investment Company For the lease of alley behind theater (subleased to PFPA see A0467c) Term: thru 2004 with 14 extensions through May 30, 2018. Notice of each extension shall be made 120 days prior to expiration. Summary 1. Theater is Agency/City owned and leased to PFPA 2. Courtyard, Alley and Trash area leased from Wessman and subleased to PFPA 3. Alley behind Theater leased from Plaza Investment and subleased to PFPA Historic Plaza Theater Summary ofAgreements A0437c A0467c A4410 ��Q?ALM SA4 ,2 City of Palm Springs h C U N Community and Economic Development Department + a 5200 E. Tuhyuicz C,myon WXtry Palm Spcin} Gilaomi" 92162 tic P'° f TEL:C760)323-8259 FAX(160) >>O 8925 TDD(.CO) Sba )">" v'RPORPiEv\ eommoni�y R,d...upmunc Ap,cnq eaeimumry Devclr,pmenc Bl�k Grunt f FOR Dawnmwn Decclnpmcnc Lcnnomc Dccelupniwc Housnp Pcbfc Arc January 3, 2017 Via Certified Mail Laurence Pitts, President Plaza Investment Company, Inc. 115 South Indian Canyon Drive Palm Springs, CA 92262 Dear Mr. Pitts: It is the intent of this correspondence to notify you that, pursuant to the Lease Agreement dated July 30, 2003, between the Community Redevelopment Agency and Plaza Investment Company, the Successor Agency to the Community Redevelopment Agency wishes to exercise an option to extend the term of its Lease of the Alleyway site for an additional year, commencing June 1, 2017. Thank you for your consideration of our request. Please don't hesitate to contact me if you have any questions or need to discuss this matter further. Sincerely, Diana R. Shay, Redevelopment Coordinator Community& Economic Development cc: David H. Ready, Esq., Ph.D., City Manager Marcus L. Fuller, MPA, P.E., P.L.S., Assistant City Manager/City Engineer Douglas C. Holland, Esq., City Attorney Kathleen D. Hart, Interim City Clerk Jeff Kiehl, Director of Finance Post Office Box 2743 0 Palm Springs, California 92263-2743 �O�pALM SA9 -� City of Palm Springs � c Community and Economic Development Department z 3200 E.TaLquirz Canyon Way • Palm Springs,CnEfornia 92262 pro > 11 TEL:(760)323-8259 • FAX(760)322-8325 • TDD(760)864-9527 OPPiEO Qtmmumry Redevelopment Ecm • C...lop, Development Mock Gmnr f�R� Uaw nmwr.De`vclo/pmcnr' Economic Development• 13o1.sin,G Pa6Lc Aa ^ V March 30, 2016 Via Certified Mail Mr.John Wessman,Trustee Wessman Family Trust w y 555 So. Sunrise Way Palm Springs, CA 92264 rti =0 �i 'Urn ca Dear Mr. Wessman: r+ 2 xN = C'nm It is the intent of this correspondence to notify you that, pursuant to heCPeasv a Agreement dated July 30, 2003, between the Community Redevelopment Agencir a ? Wessman Family Trust, the Successor Agency to the Community Redevelopment Agency wish9 to exercise an option to extend the term of its Lease of the Courtyard and Trash Area sites for an additional year, commencing June 1, 2016. Thank you for your consideration of our request. Please don't hesitate to contact me if you have any questions or need to discuss this matter further. Sincerely, Lauri Aylaian, Director Community& Economic Development DS/pjs cc: David H. Ready, Esq., Ph.D., City Manager Douglas C. Holland, Esq., City Attorney James Thompson, City Clerk ✓ Jeff Kiehl, Director of Finance Diana Shay, Redevelopment Coordinator Post Office Box 2743 0 Palm Springs, California 92263-2743 c City of Palm Springs Community and Economic Development Department • 3200 E.Tahquitz Canyon Way • Palm Springs,California 92262 iy 4� TEL:(760)323-8259 • EAX Q60)322-H325 • TDD(760)864-9527 A ORniEO Cq �Q' Commun�ry Redevelopment Agency Cmnmunlcy Development tllock Granr �JFOVt Develnpmm�t • EconOn➢CDC,elopr ,e , • If... Puhh,A.t March 30, 2016 Via Certified Mail ro Laurence Pitts, President M nrnMr Plaza Investment Company, Inc. N 115 South Indian Canyon Drive �= to >m Palm Springs, CA 92262 r—o o� S u+r" a+ Fv Dear Mr. Pitts: C Z 2 It is the intent of this correspondence to notify you that, pursuant to the Leasiy Agreement dated July 30, 2003, between the Community Redevelopment Agency and Plaza Investment Company, the Successor Agency to the Community Redevelopment Agency wishes to exercise an option to extend the term of its Lease of the Alleyway site for an additional year, commencing June 1, 2016. Thank you for your consideration of our request. Please don't hesitate to contact me if you have any questions or need to discuss this matter further. Sincerely, Lauri Aylaian, Director Community& Economic Development DS/pjs cc: David H. Ready, Esq., Ph.D., City Manager Douglas C. Holland, Esq., City Attorney James Thompson, City Clerk ✓ Jeff Kiehl, Director of Finance Diana Shay, Redevelopment Coordinator Post Office Box 2743 1 Palm Springs, California 92263-2743 O,QpLMgA9 -� City of PaIn Springs c" Community and Economic Development Department 3200 E.Tn6yuia Canyon Way • Palm Springs, Califoaiia 92262 (760)323-8259 ' FAX(76o)322-8325 ' TDD(76o)864-95Z7 RIORPtEO eAe Comm,nay lied...opmen,Agency - Communiry Decelopmene Block Gran, /FQ$ Dmwmwn Devclopmene F.mnomlr Decclopmeni Hnusng • Public Art NAI-0 July 10, 2014 Via Certified U.S. Mail Mr. Laurence Pitts, President Plaza Investment Company, Inc. 115 South Indian Canyon Drive Palm Springs, CA 92262 Dear Mr. Pitts: It is the intent of this correspondence to notify you that, pursuant to the Lease Agreement dated July 30, 2003, between the Community Redevelopment Agency and Plaza Investment Company, Inc., the Successor Agency to the Community Redevelopment Agency wishes to exercise an option to extend the term of its Lease of the Alleyway site for an additional year, commencing June 1, 2014. Thank you for your consideration of our request. Please don't hesitate to contact me if you have any questions or need to discuss this matter further. Since!nity ohnt& Economic Director Development JSR/pjs cc: David H. Ready, Esq., Ph.D., City Manager Douglas C. Holland, Esq., City Attorney James Thompson, City Clerk ✓ Jeff Kiehl, Director of Finance Diana Shay, Redevelopment Coordinator Post Office Box 2743 0 Palm Springs, California 92263-2743 Ac-)k6-1 L °�Pp MSA� City of Palm Springs Community and Economic Development Department * * 3200 E.Tahquirz Canyon Way • Palm Springs,California 92262 * Leo TEL:(760)323-8259 • FAX(760)322-8325 • TDD(760)864-9527 '➢➢ORPtFO C•q \Q' Community Redevelopment Agency • Community Development Block Grant 4,FOR Downtown Development • Economic Development • Housing • Public Art February 6, 2013 The Partnership for the Performing Arts 125 East Tahquitz Canyon Way W Suite 209 Palm Springs, CA 92262 c Attention: Riff Markowitz, President o RE: Palm Springs Follies (Partnership for the Performing Arts) Plaza Theater Lease Extension June1 2013 through May 31, 2014 Dear Mr. Markowitz: The City of Palm Springs acknowledges receipt of your letter dated January 3, 2013 exercising your option to extend the lease of the Plaza Theatre, Alley and Courtyard lease for the period June 1, 2013 through May 31, 2014. Please find attached confirmation of the extensions of the Alley, Courtyard and Trash area leases between Plaza Investment Company; Inc. (Pitts), The Wessman Family Trust, and the City of Palm Springs per your request. Sincerely, 4ohnRamo hector of Communityand Economic Development Cc: David H. Ready, Esq., Ph. D., City Manager Tom Wilson, Assistant City Manager Douglas C. Holland, Esq. damasZhompsm City Clerk Jeff Kiehl, Director of Finance Diana Shay, Redevelopment Coordinator Post Office Box 2743 0 Palm Springs, California 92263-2743 U.S.Postal service CERTIFIFn MAIL RECEIPT -(Dornes�,-ic mail Only;no insurance coverage Provided) I = ty of Palm Springs Postagsit Certified Feenmunity and Economic Development Department 3200 E.Tahquitz Canyon Way • Palm Springs,California 92262 >I (Erbors e9 ePostmarkHem TEL (760) 323-8259 • FAX(760)322-8325 • TDD!760)864-9527 7 I ReeiMcted Delivmy Fee Community Redevelopment Agency• Community Development Block Grant I (Endorsement Required) Downtown Development• Economic Development Housing Public Art I Tool Postage&Freessent To [J l tj---J orPot7ar Na. t , Via Certified& U.S. Mail 5 ix ------------------------ ZFW It r1 Laurence Pitts, President Plaza Investment Company, Inc. 115 South Indian Canyon Drive Palm Springs, CA 92262 Dear Mr. Pitts: It is the intent of this correspondence to notify you that, pursuant to the Lease Agreement dated July 30, 2003, between the Community Redevelopment Agency and Plaza Investment Company, the Successor Agency to the Community Redevelopment Agency wishes to exercise an option to extend the term of its Lease of the Alleyway site for an additional year, commencing June 1, 2013. Thank you for your consideration of our request. Please don't hesitate to contact me if you have any questions or need to discuss this matter further. Sincerely, q Jo4S. R mon Director Co & Economic Development JSR/pjs cc: David H. Ready, Esq., Ph.D., City Manager Tom Wilson,Assistant City Manager Douglas C. Holland, Esq., City Attorney Riff Markowitz, Partnership for the Performing Arts, LLP James Thompson, City Clerk Jeff Kiehl, Director of Finance Diana Shay, Redevelopment Coordinator✓ Post Office Box 2743 0 Palm Snrinus California 9'»62i-7743 U.S Postal Service .. ° OFFICIALU, S Etyof Palm Springs u r Postage $ n Certified Fee nmunity and Economic Development Department ` Postmark 3200 E.Tahquitz Canyon Way • Palm Springs,California 92262 meReturn Receipt Feement Required) Here TEL:(760)323-8259 • FAX(760)322-8325 • TDD(760)864-9527 � (Endorse :1 Restrinted�Ne,l,Pee Community Redevelopment Agency •Community Development Block Grant (Endorsement Required) Downtown Development • Economic Development • Housing• Public Art :3 Total Postage&Fees $ r ` r Sent To Stree4 Apt No.: .______---------,----------_.________ Or POSOXNa. �, j1 { , Via Certified & U. S. Mail 3 City,State,ZIPS 4 11 •l Mr.John Wessman, Trustee Wessman Family Trust 555 So. Sunrise Way Palm Springs, CA 92264 Dear Mr. Wessman: It is the intent of this correspondence to notify you that, pursuant to the Lease Agreement dated July 30, 2003, between the Community Redevelopment Agency and Wessman Family Trust,the Successor Agency to the Community Redevelopment Agency wishes to exercise an option to extend the term of its Lease of the Courtyard and Trash Area sites for an additional year, commencing June 1, 2013. Thank you for your consideration of our request. Please don't hesitate to contact me if you have any questions or need to discuss this matter further. Sincerely, J hn S. ay d, Director nity,& Economic Development JSR/pis cc: David H. Ready, Esq., Ph.D., City Manager Tom Wilson,Assistant City Manager Douglas C. Holland, Esq., City Attorney Riff Markowitz, Partnership for the Performing Arts, LLP James Thompson, City Clerk Jeff Kiehl, Director of Finance Diana Shay, Redevelopment Coordinator t. POSt Office Rnx 77f12, 9 palm Chrincrc r�liFnrn is Q77��_7711� O�QALMSA� F c City of. Palm Springs Community and Economic Development Department * * 3200 E.Tandaitz Canyon Way • Palm Springs,California 92262 4� * TEL:(760)323-8259 • FAX(760)322-8325 • TDD(760)864-9527 Oy>ORAi EO` Community Redevelopment Agency . Community Development Block Grant q4 I FO RN Downtown Development • Economic Development • Housing • Public Art January 16, 2013 Via Certified & U. S. Mail Laurence Pitts, President Plaza Investment Company, Inc. 115 South Indian Canyon Drive Palm Springs, CA 92262 Dear Mr. Pitts: It is the intent of this correspondence to notify you that, pursuant to the Lease Agreement dated July 30, 2003, between the Community Redevelopment Agency and Plaza Investment Company, the Successor Agency to the Community Redevelopment Agency wishes to exercise an option to extend the term of its Lease of the Alleyway site for an additional year, commencing June 1, 2013. Thank you for your consideration of our request. Please don't hesitate to contact me if you have any questions or need to discuss this matter further. Sincerely, u Joh S. R mon Director 4 i Co ity& Economic Development N j r 1SR/p}s co cc: David H. Ready, Esq., Ph.D., City Manager n> Tom Wilson, Assistant City Manager Douglas C. Holland, Esq., City Attorney Riff Markowitz, Partnership for the Performing Arts, LLP James Thompson, City Clerk ✓ Jeff Kiehl, Director of Finance Diana Shay, Redevelopment Coordinator Post Office Box 2743 • Palm Springs, California 92263-2743 PALM _ C ' ty 4L-rig Community and Economic Development Department ' � + �• 3200 E.Tahquitz Canyon Way • Palm Springs,California 92262 µ, wus� TEL:(760)323-8259 • FAX(760)322-8325 • TDD(760)864-9527 � + 4� s� ' C��f NAP Community Redevelopment Agency•Community Development Block Grant F0 9, Downtown Development•Economic Development• Housing • Public Art• Recycling January 10, 2012 4tt, AouIVIV1� Mr. Laurence Pitts, President Plaza Investment Company, Inc. 115 South Indian Canyon Drive Palm Springs, CA 92262 Dear Mr. Pitts: It is the intent of this correspondence to notify you that, pursuant to the Lease Agreement dated July 30, 2003, between the Community Redevelopment Agency ("Agency") and Plaza Investment Company, Inc., the Agency wishes to exercise an option to extend the term of its Lease of the Courtyard, Alleyway and Trash Area sites for an additional year, commencing June 1, 2012. Thank you for your consideration of our request. Please don't hesitate to contact me if you have any questions or need to discuss this matter further. Sincerely, 4omunity ay on , Director conomic Development JSR/pjs cc: David H. Ready, Esq., Ph.D., City Manager Tom Wilson,Assistant City Manager Douglas C. Holland, Esq., City Attorney Riff Markowitz, Partnership for the Performing Arts, LLP James Thompson, City Clerk Iv Jeff Kiehl, Director of Finance Post Office Box 2743 • Palm Springs, California 92263-2743 OF PALM Sa City of Palm Springs Community and Economic Development Department 3200 E.Tahquirz Canyon Way • Palm Springs,California 92262 + •'� . TEL:(760)323-8259 • FAX(760)322-8325 • TDD(760)864-9527 beano (,q �P Community Redevelopment Agency•Community Development Block Grant <�FO V4 Downtown Development •Economic Development• Housing• Pubfic Art • Recycling Ao�.3�c January 10, 2012 Mr.John Wessman,Trustee Wessman Family Trust 555 So. Sunrise Way Palm Springs, CA 92264 Dear Mr. Wessman It is the intent of this correspondence to notify you that, pursuant to the Lease Agreement dated July 30, 2003, between the Community Redevelopment Agency ("Agency") and Wessman Family Trust, the Agency wishes to exercise an option to extend the term of its Lease of the Courtyard, Alleyway and Trash Area sites for an additional year, commencing June 1, 2012. Thank you for your consideration of our request. Please don't hesitate to contact me if you have any questions or need to discuss this matter further. Sincerely, Cn S. ay d, Director unity& Economic Development 1SR/pjs cc: David H. Ready, Esq., Ph.D.,City Manager Tom Wilson, Assistant City Manager Douglas C. Holland, Esq.,City Attorney Riff Markowitz, Partnership for the Performing Arts, LLP James Thompson,City Clerk 1/ Jeff Kiehl, Director of Finance Post Office Box 2743 9 Palm Springs, California 92263-2743 pALM S City of Palm Springs U , Community and Economic Development Department 3200 E.Tithquitz Canyon Way • Palm Springs,California 92262 TEL:(760)323-8259 • FAX(760)322-8325 • TDD(760)864-9527 Community Redevelopment Agency• Community Development Block Grant Fp R Downtown Development•Economic Development• Housing• Public Arc • Recycling k4c) February 7, 2011 Via Certified & U.S. Mail Mr. Laurence Pitts, President Plaza Investment Company, Inc. 115 South Indian Canyon Drive Palm Springs, CA 92262 Dear Mr. Pitts: It is the intent of this correspondence to notify you that,pursuant to the Lease Agreement dated July 30, 2003,between the Community Redevelopment Agency ("Agency") and Wessman Family Trust,the Agency wishes to exercise an option to extend the term of its lease of the Courtyard, Alleyway and Trash Area sites for an additional year, commencing June 1, 2011. Thank you for your consideration of our request. Please don't hesitate to contact me if you have any questions or need to discuss this matter further. Sincerely, Jo S. ymo , irector C &ty& onomic Development JSR/ps rs M ` - ram, co "M cc: David H. Ready,Esq., Ph.D., City Manager too r" Tom Wilson,Assistant City Manager rn., —0 Douglas C. Holland, Esq.,City Attorney Riff Markowitz Partnershipfor the Performin Arts LLP g r James Thompson,City Clerk I,` Jeff Kiehl,Director of Finance CD Post Office Box 2743 0 Palm Springs, California 92263-2743 O� ?ALM SA. ," -� City of Palm Springs _ r 0 u Community and ,Economic Development Department * * 3200 E.Tahquitz Canyon Way • Palm Springs,California 92262 TEL:(760)323-8259 • FAX(760)322-8325 • TDD(760)864-9527 °axntap ,a P Community Redevelopment Agency • Community Development$lock Grant FO?04 Downtown Development • Economic Development• Housing•public Art • Recycling P,OOA February 7, 2011 p4k\p✓ VIA CERTIFIED & U.S. MAIL Mr. John Wessman, Trustee Wessman Family Trust 555 So. Sunrise Way, #200 Palm Springs, CA 92264 Re: Courtyard Lease-Notice to Exercise Option Term Dear Mr. Wessman: It is the intent of this correspondence to notify you that, pursuant to the Lease Agreement dated July 30, 2003, between the Community Redevelopment Agency ("Agency") and Wessman Family Trust, the Agency wishes to exercise an option to extend the term of its lease of the Courtyard, Alleyway and Trash Area sites for an additional year, commencing June 1, 2011. Thank you for your consideration of our request. Please don't hesitate to contact me if you have any questions or need to discuss this matter further. Sincerely, 1-4 rn ohn S. a , Director Inty&Economic Development w JSR/ps ..ti cc: David H.Ready,Esq.,Ph.D.,City Manager CD Tom Wilson,Assistant City Manager Douglas C.Holland,Esq.,City Attorney Riff Markowitz,Partnership for the Performing Arts,LLP James Thompson,City Clerk t--' Jeff Kiehl,Director of Finance Post Office Box 2743 • Palm Springs, California 9226.3-2743 The Plaza Investment Company Lease AGREEMENT #4410 Amend 1 R1224, 7-30-03 FIRST AMENDMENT TO BUSINESS PROPERTY LEASE This FIRST AMENDMENT TO BUSINESS PROPERTY LEASE: This "Amendment" is made and entered into as of July 30, 2003, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS ("Agency" or "Tenant'), the CITY OF PALM SPRINGS ("City"), and THE PLAZA INVESTMENT COMPANY, ("Landlord"). RECITALS : A. Landlord and City entered into that certain Business Property Lease dated October 3, 2001 concerning the lease of the alley leading from the Plaza Theater to Indian Canyon Drive. B. The parties agree that it is in the best interest of all parties involved for certain amendments to be made to the Lease term, the rent and the transfer of the leasehold interest from the City to the Agency. NOW, THEREFORE, Agency, City and Landlord agree as follows: 1. Paragraph 1., the term of the Lease, shall be revised as follows: (a) The initial term of this Sublease ("Initial Term") shall coimnence on June 1, 2003 ("Commencement Date") and shall terminated on May 31, 2004. (b) Option Term. As part of the consideration for the execution of this Lease, Lessor hereby grants to Lessee options to extend this Lease for the following additional periods ("Extended Terms," individually `Extended Term"), upon the same terms and conditions herein: 1. June 1, 2004 through May 31, 2005 2. June 1, 2005 through May 31, 2006 3. June 1, 2006 through May 31, 2007 4. Jime 1, 2007 through May 31, 2008 5. June 1, 2008 through May 31, 2009 6. June 1, 2009 through May 31, 2010 7. June 1, 2010 through May 31, 2011 8. June 1, 2011 through May 31, 2012 9. June 1, 2012 through May 31, 2013 10. June 1, 2013 through May 31, 2014 11. June 1, 2014 through May 31, 2015 12. June 1, 2015 through May 31, 2016 13. June 1, 2016 through May 31, 2017 14. Jtme 1, 2017 through May 31, 2018 G:\BUSDept\Markowitz\MARKOWITZ-MODIFICATION OF THEATRE LEASE 2002-2003\FINAL FORM-THEATRE LEASE- CITY ATTY 9.11.03.DOC (c) Lessee must give notice to Lessor of its exercise of each option ("Option Notice") not less than one hundred and twenty (120) days prior to the expiration of the Initial Term or any Extended Term, as the case may be. If Lessee is in default on the date of giving the Option Notice, the Option Notice shall be ineffective unless Lessee cures such default with in 15 days of giving the Option Notice. If Lessee is in default on the date the Extended Tenn commences, the Extended Term shall automatically terminate (on the date specified below) unless Lessee has cured such default on or before the later to occur of the following: (1) The expiration of the applicable cure period (if any) following Sublessee's receipt of notice from Lessee or the default; or (2) The fifteenth (15`) day following the commencement of the Extended Term. (3) The termination will be effective at 5:00 o'clock p.m. on the later of the dates specified above. hi the event that Tenant should fail to give any Option Notice as provided above, the Sublessee's option to extend the term and any further option thereafter shall terminate and be of no further force and effect, without any further action by Lessee. Sublessee shall not be permitted to exercise its option for any subsequent Extended Tenn, unless Sublessee has exercised all previous options to extend the term of the Lease, unless Lessee waives such notice in writing. (d) Notwithstanding the above, the parties rmderstand and agree that Lessee's use of the Property pursuant to this Lease and the options hereunder shall not unreasonable effect the Lessor to utilize its adjacent property or construct any improvements thereon which are otherwise consistent with City Code requirements. 2. Paragraph 2., the rent paragraph shall be revised as follows: "In addition to all other payments required of Lessee hereunder, Lessee here agrees to pay Lessor, as rent for the premises during the full term specified herein Five Hundred Dollars ($500.00) per month commencing July 1, 2003 until June 1, 2007; Six Hundred Dollars ($600.00) per month from Jrme 1, 2007 to June 1, 2010; Seven Hrmdred Dollars ($700.00)per month from June 1, 2010 to June 1, 2013; Eight Hundred Dollars ($800.00) per month from June 1, 2013 to June 1, 2017; and Nine Hundred Dollars ($900.00) per month from June 1, 2017 to June 1, 2018. 3. Parties. The name of the party as Lessee shall be changed from the City of Palm Springs to the Community Redevelopment Agency of the City Palm Springs and all interests, rights and obligations herein pursuant to this Amended Business Property Lease shall be transferred to the Community Redevelopment Agency. 4. Authority. Each individual executing this Amendment and any related documents on behalf of a corporation or a partnership, as the case may be, represents and warrants that he or she is duly authorized to execute and deliver such documents on behalf of said entity, in accordance with a duly adopted resolution of the Board of Directors, if a corporation, or in accordance with the partnership agreement, if a 0:\BusDept\Markowitz\MARKOWITZ-MODIFICATION OF THEATRE LEASE 2002-2003\FINAL FORM-THEATRE LEASE- CITY ATTY 9.11.03.DOC partnership, and that this Amendment and any related documents are binding upon said entity in accordance with the terns of said documents. 5. No Other Modifications. Except as expressly provided in this Amendment, the Lease shall remain in full force and effect without modification. 6. Execution in Counterpart. This Amendment may be executed in one or more counterparts, and alls o executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. DATED: July 30, 2003 CITY OF PALM SPRINGS By: �2✓� City Manager T EST: / ��/ 1� n1G9U�Ll $� IIIC�ltn c�JT"J )1�1hYISoI' gency Secretary APROVED AS TO FORM: Agency Com(s 1 DATED: July 30, 2003 COMMUNW!�TY REDEVELOPMENT AGENCY OF THE CIITY OF PALM SPRINGS By: Ct�yZ TE Clerk iW `t fix`.) d' 1 clues' St�5 1�91:r d ''y G.Gr—vq l Ilgl U G:\BusDept\Markowitz\MARKOWITZ-MODIFICATION OF THEATRE LEASE 2002-2003\FINAL FORM-THEATRE LEASE- CITY ATTY 9.11.03.DOC 7(» DATED: Nly , 2003 THE PLAZA INVESTMENT COMPANY By: ?FW Q> lPrvt-- VOID? Sf iUot IGKac� C�t �- `� Ia s/off 10031005/23049 v8 Partnership for the Performing Arts Sub-Lease AGREEMENT #4410 R1224, 7-30-03 SUB-LEASE AGREEMENT BY AND BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS AND THE PARTNERSHIP FOR THE PERFORMING ARTS,LP In consideration of their respective agreements herein contained, the Comm mity Redevelopment Agency of the City of Palm Springs, a public entity, ("Lessee") subleases to the Partnership for the Performing Arts L.P., a California limited partnership, ("Sub- lessee") those certain premises in the City of Pahn Springs, County of Riverside, State of California, more particularly described in that certain Business Property Lease as amended entered into between Plaza Investment Company, Inc. as Lessor and the City of Palm Springs as Lessee dated October 3, 2001 (the "Business Property Lease") and amended by the First Amendment to Business Property Lease dated July 30, 2003. In consideration of the payments to be made hereunder and the covenants and agreements contained herein, the parties hereto agree as follows: 1. Incorporation of Business Property Lease Provisions. Sub-lessee hereby agrees that all terms, covenants, and conditions of the Business Property Lease and the amendment to said lease, incorporated herein by this reference, with the exception of those terms set out specifically in this Sublease, shall bind the Sub-lessee, and be enforceable by the Lessee as against the Sub-lessee, with equal force as the Lessee is bound. 2. Tenn. (e) Initial Term. The initial term of this Sublease ("Initial Term") shall commence on June 1, 2003 ("Commencement Date") and shall terminated on May 31, 2004. (0 Oration Term. As part of the consideration for the execution of this Sublease, Lessee hereby grants to Sublessee options to extend this Sublease for the following additional periods ("Extended Ternis," individually "Extended Term"), upon the same terms and conditions herein: 1. June 1, 2004 through May 31, 2005 2. June 1, 2005 through May 31, 2006 3. June 1, 2006 through May 31, 2007 4. June 1, 2007 through May 31, 2008 5. June 1, 2008 through May 31, 2009 6. June 1, 2009 through May 31, 2010 7. June 1, 2010 through May 31, 2011 8. June 1, 2011 through May 31, 2012 1003/005/23049 vl1 TO AMENDED AND RESTATED THEATER AND LEASE AGREEMENT X 9. June 1, 2012 through May 31, 2013 10. June 1, 2013 through May 31, 2014 11. June 1, 2014 through May 31, 2015 12. Jime 1, 2015 through May 31, 2016 13. June 1, 2016 through May 31, 2017 14. June 1, 2017 through May 31, 2018 (g) Sublessee must give notice to Lessee of its exercise of each option ("Option Notice") not less than one hundred and twenty (120) days prior to the expiration of the Initial Term or any Extended Tenn, as the case may be. If Sublessee is in default on the date of giving the Option Notice, the Option Notice shall be ineffective unless Sublessee cures such default with in 15 days of giving the Option Notice. If Sublessee is in default on the date the Extended Tenn commences, the Extended Terns shall automatically terminate (on the date specified below) unless Sublessee has cured such default on or before the later to occur of the following: (2) The expiration of the applicable cure period (if any) following Sublessee's receipt of notice from Lessee or the default; or (3) The fifteenth (151h) day following the commencement of the Extended Tenn. (h) The tennination will be effective at 5:00 o'clock p.m. on the later of the dates specified above. In the event that Tenant should fail to give any Option Notice as provided above, the Sublessee's option to extend the term and any further option thereafter shall terminate and be of no further force and effect, without any further action by Lessee. Sublessee shall not be permitted to exercise its option for any subsequent Extended Tenn, unless Sublessee has exercised all previous options to extend the tern of the Lease, unless Lessee waives such notice in writing. 3 Rent. Both parties agree that in addition to any other payments required of the Sub-lessee pursuant to the teens of this agreement or the Business Property Lease agreement, that notwithstanding the rent provision in the Business Property Lease, the Sub-lessee agrees to pay Lessee as rent for the premises the rent amount from the Business Property Lease less Two Hundred Dollars. Thereby for the entire term of the Lease, the Subleasee shall always make payments to the Lessee which is equal to Two Hundred Dollars per month less than the amount owed by Lessee to the Landlord. There shall be no security deposit for Sub-lessee. Rent payment for the Sub-lessee shall be due at the City of Palm Springs, City offices, at 3200 E. Tahquitz Canyon Way, Palm Springs, California 92264 on a monthly basis a minimum of ten (10) days in advance of the first calendar day of each month during the term period. If any installment of Sub- lessee's rent pursuant to this agreement or any other payment is not paid promptly when due, or within five (5) days of the due date thereof, such installment and/or payment shall bear an interest at the rate of ten percent (10%) per a nurn from the date when it became 1003/005/23049 v8 TO AMENDED AND RESTATED THEATER AND LEASE AGREEMENT due until paid,but this provision shall not be construed to relieve Lessee from any default in making any payment at the time and in the manner herein specified. 3. No Security Deposit. Both parties agree that Sub-lessee may disregard Paragraph 7 of the Business Property Lease as there is no security deposit required under this agreement nor under the Business Property Lease. 4. Limitation on Liability of Sub-lessee. Sub-lessee shall not be held responsible for any actions by other individuals or entities, including, but not limited to, agents, employees, or representatives of John Wessman or his affiliated companies, or La Taqueria, that have an access right to the premises that cause damage or injury to property or person unless they are present as sub-lessee's agents, patrons, representatives, employee's, guest, or volunteers. 5. Sub-lessee agrees that as supplementary and in addition to any requirements under the Business Property Lease, the improvement of storage and scaffolding to be built on the Premises, as further described in the Business Property Lease, shall be built according to an approved City permit and shall be approved in writing by Lessor under the Business Property Lease. Said improvement shall be maintained as required by City Code. 6. Lessee shall provide Sub-lessee with any notices received from Lessor under the Business Property Lease or any notice pursuant to this Sublease Agreement at the following address: Mr. Riff Markowitz Partnership for Performing Arts, L.P. 125 E. Tabquitz Canyon Way, Suite 209 Palm Springs, CA 92262 Notices from Lessor shall be provided as soon as reasonably practical and Sub-lessee shall have time to cure any defaults up to the amount of time that Lessee has under the Business Property Lease. For example, Lessee has 72 hours to cure default notices, therefore assuming Lessee gives Sub-lessee notice within 24 hours, then Sub- lessee has 48 hours to cure. 7. Sub-lessee shall provide Lessee with written notice or demand of any kind pursuant to this Sublease Agreement, which maybe mailed to: David H. Ready, City Manager City of Palm Springs 3200 E. Tahquitz Canyon Way Pam Springs, CA 92264 with a copy to: David J. Aleshire, City Attorney 1003/005/23049 A TO AMENDED AND RESTATED THEATER AND LEASE AGREEMENT Aleshire&Wynder, LLP 18881 Von Kannan, Suite 400 Irvine, CA 92612 8. Enforcement. Sub-lessee has previously occupied that property subject to the Business Property Lease without approval of Lessor or Lessee. Moreover, Sub-lessee has committed acts such that Lessor has inserted provisions in the Business Property Lease holding Lessee responsible for acts committed by Sub-lessee, including any legal fees incurred by Lessor. Accordingly, it is the intent of the parties to establish an administrative system for enforcement of fines, which can be imposed by the City through the City Manager or his designee ("Enforcement Officer"). Only those offenses specifically designated at section a. below, and more specifically detailed in Exhibit "B" attached hereto and incorporated herein by this reference, shall be subject to fines. The determination of the Enforcement Officer shall be final, unless appealed in writing within thirty(30) days to the City Manager. The City Manager's decision on any appeal shall be final. a. Fines for Violation of Sublease Terns. Any violation by the Sub-lessee of any of the teens of the Sublease and the incorporated Business Property Lease which relate to any maintenance or use requirement shall be subject to the following fines, which fines shall be payable to the City's Downtown Maintenance Fund ("Fund"), and any expenditures by the City in relation to its obligations under this Sublease shall be specifically restricted to moneys available in the Fund: (1) First Violation: Written Warnine (2) Second and Third Violations: Twenty-Five Dollars 525.00) (3) Fourth Violation: Fifty Dollars ($50.00) (4) Fifth Violation: One Hundred Dollars ($100.00) (5) Each Subsequent Violation: One Hundred Dollars ($100.00)per violation The above schedule of violations shall be calculated on an amoral basis, and shall restart at the begirming of each year following the date this Sublease is approved by the City. b. If a violation of this Sublease is not subject to a fine under a. above, or if the violations exist showing a wanton disregard for the teens of this Sublease, then any aggrieved party may bring legal action to enforce the teens of this Agreement. The determination that fines are ineffective under this Subsection b. shall require the City's concurrence. The parties shall be entitled to specific performance for any violation described in this Section b. 1003/005/23049 v8 TO AMENDED AND RESTATED THEATER AND LEASE AGREEMENT 9. Termination. Lessee has the right to give a 45 day notice of tennina tion under the Business Property Lease which is building on the Sub-lessee. Lessee agrees that it will not consider such a termination until such time that Sub-lessee has been given five(5) violation notices under section 11. above. At that time consideration of termination shall be placed on agency agenda for board consideration. Sub-lessee shall be given notice of the date and time of the Agency meeting where the decision to terminate shall be considered and shall have the right to address the Agency the issue. 10 Insurance. In addition to all insurance requirements under the Business Property Lease, Sub-lessee shall name the City, the Agency and the Plaza as an additional insured on its comprehensive liability policy to cover any injuries or damage to persons or property that may occur fi-om Sub-lessee's use of the Premises. 11. Obligation to Refrain from Discrimination. There shall be no discrimination against, or segregation of, any persons, or group of persons, on account of race, color, creed, religion, sex, marital status, ancestry, or national origin in the enjoyment of the Premises, nor shall Sub-lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, Sub-lessees, or vendees of the Premises or any portion thereof. 12. Conflicts of Interest. No member, official, or employee of Lessee shall have any personal interest, direct or indirect, in this Agreement nor shall any such member, officer, official, employee, agent, or representative participate in any decision relating to this Agreement which affects his personal interests or the interests of any corporation, partnership, or association in which he is, directly or indirectly, interested. 13. Non-liability of Lessee Personnel. Lessee Personnel shall not be personally liable to Sub-lessee, or any successor in interest of Sub-lessee, in the event of any default or breach by Lessee or for any amount which may become due to Sub-lessee or to its successor, or on any obligations wider the terms of this Agreement. With the exception of the above noted revisions, all remaining terms and conditions of the Business Property Lease will remain in effect and the Sub-lessee shall be bound and subject to them as to the Lessee as well as the Lessor. [SIGNATURES ON NEXT PAGE] 1003/005/23049 v8 TO AMENDED AND RESTATED THEATER AND LEASE AGREEMENT IN WITNESS THEREOF, the parties hereto have executed this Sublease as of the day and year first above written. "LESSEE" COMMUNITY REDEVELOPMETN AGENCY OF CITY OF PALIJ SPRIGS, AS Attest Agency APPROVED AS TO FORM: gyp ' ,qjP) BY TNF I OMMUKIO t,I& L t .o d./� Dava'�i 7. Al�slii e �/r g �l Agency Counsel "SUB-LESSEE" PARTNERSHIP FOR PERFORMING ARTS, LP, a California limited partnership, by Rifael Corporafion, G era artner Riff Nf6kowitz, President of Rifael Corporation [END OF SIGNATURES] 1003/005/23049 A _ TO AMENDED AND RESTATED THEATER AND LEASE AGREEMENT EXHIBIT "A" LEGAL DESCRIPTION OF ALLEY Being a portion of Block 27 of Palm Springs, as shown by the map on file in Book 9, Page 432, of MAPS, RECORDS OF SAN DIEGO, CALIFORNIA, described as follows: Commencing at a point on the west line of said Block 27 that bears south 00006' east a distance of 114 feet from the northwest corner thereof; Thence north 89052' east and parallel with the north line of said Block 27 a distance of 216.36 feet to the true Point of Beginning; Thence continuing north 89052' east and parallel with said north line a distance of 74.38 feet, to point on thesaid east line of said Block 27: Thence south 00006' east along said east line a distance of 8.81 feet; Thence south 89052' west and parallel with said north line a distance of 53.72 feet; Thence south 00006' east and parallel with said east line of Block 27 a distance of 7.37 feet; Thence south 89052' west and parallel with said north line20.67 feet to a point on the east wall of the Plaza Theatre Builidng; Thence north 00006' west along said wall a distance of 16.18 feet to the true Point of Beginning. A FINEABLE EVENTS PURSUANT TO SECTION 8 OF THE SUB-LEASE The following activities by the Sub-lessee in or on the premises are examples of events that are or would be subject to the fines provided for in Section 9 (nine) of this Sublease: 1. Any form of construction, including sawing, harmnering, pounding, spray painting, welding, and other noise producing construction activities that disturb the occupants of any other premises. 2. Storage of flaimnable, toxic, radio-active and other hazardous matter. 3. Uses that emit dust, smoke, fumes or odors into the atmosphere. 4. Radiation harmful or hazardous to any person or property or which interferes with any electronic equipment. 5. Refuse disposal or other waste disposal or sewage disposal in any manner not in compliance with the Business Property Lease. 6. Any modifications to the adjoining buildings and property without the property owner's permission. 7. Any nailing, fastening, or otherwise attaching any of Sub-lessee's property to adjounning buildings,roofs,pipe lines and utility lines without property owner's authorization. 8. Depositing, tossing or otherwise disposing of trash, debris and other material onto adjoining properties' roofs. 9. Blocking and/or obstructing the 44 inch width of the north portion of the alley which has been designated as the required minimum clear passageway for other authorized users of the alley and for fire escape purposes. 10. Storage of sets and props on the second level of the scaffold-based structure in such a way that such storage obstructs or otherwise renders useless the required fire sprinkler system, thereby posing a fire threat that might, could or would affect adjacent properties. 11. Failure to repair and maintain the entire alleyway to keep it in a clean, presentable and safe condition, with the understanding that since there are other authorized users, such users shall be responsible for proper contaimnent and cleanup of their trash, waste, debris and repair of their damages to the premises caused by such other users. 1003/005/23049 v8 TO AMENDED AND RESTATED THEATER AND LEASE AGREEMENT Plaza Investment Company Business Property Lease SINESS PROPERTY LEASE • AGREENIM #4410 R20197, 10-3-01 In consideration of thew respective agreements herein contained,Plaza Investment Company, -ruc,as Lessor;ieusesztr City of Palm Springs as Lessee, and Lessee leases from Lessor those certain premises in the City of Palm Springs, County of Riverside, State of California, more particularly described as: The alley leading from the Plaza Theatre to Indian Canyon Drive not in confict with the easement in the alley previously given by Lessor 1. TERM. The tern of this lease shall be Five (5)Years,Four(4) Months commencing on September 1,2001, and ending on December 31,2006 unless the tetra of this lease is terminated earlier as provided therein. 2. RENT. In addition to all other payments required of Lessee hereunder, Lessee agrees to pay Lessor, as rent for the premises and during the full term specified herein, $500.00 per month commencing September 1, 2001;ending December 31,2006 Upon execution of this lease Lessee shall pay to Lessor the sum of SEVEN THOUSAND DOLLARS ($7,000.00)which shall represent full satisfaction of any claim by either party concerning previously included attorney's fees and back rent. Lessee shall deposit as a security deposit per paragraph 7 the sum of$0.00- Tii��i5'i�rX%1taYsit§�g��iXtXt7iI1I��I1 3tyC€k�:Frs�t��tlt�3Fl�iXdhXt��[i8�fl18dfX L4HAXt11X All rent shall be paid monthly in advance on the first day of each calendar month during the term, except as otherwise provided in this lease. All payments to be made by Lessee to Lessor hereunder shall be made in lawful money of the United States at Lessor's office located at 115 South Indian Canyon Drive in the City of Palm Springs, or at such other place as Lessor designates in writing from time to time. If any installment of rent or any other payment is not paid promptly when due it shall bear interest at the rate of ten percent (10%) per annum from the date when it became due until paid, but this provision shall not be construed to relieve Lessee from any default in the making of any payment at the time and in the manner herein specified. 3. USE OF PREMISES AND INDEMNITY. Except only as otherwise provided in Section 24 hereof, Lessee expressly agrees to use the premises continuously during the term of this lease in the manner specified herein for the purpose of staging area for Plaza Theatre. —1— PL-97 and for no other purpose, and not to use offer or permit them or any part of them to be used in any other manner or for any other propose. Lessee agrees (a)not to use or suffer or permit the premises or any part thereof to be used for any purpose or use in violation of any law, ordinance, or regulation of any governmental authority,or in any manner that will constitute a nuisance or an unreasonable annoyance to the owners or occupants of adjoining or neighboring property or to other tenants or occupants of the building, or that might injure the reputation of the building, or for any extra hazardous purpose, or in any manner that might violate any policy or policies of insurance or suspend, avoid, make inoperative or increase the rate of any fire, rental insurance, or other insurance, at any time carried on the building or on any of its contents, (b) not to permit any auction to be conducted in the demised premises, (c)not to keep or permit to be kept therein any gasoline, distillate or other combustible petroleum product without first obtaining the written consent of Lessor and all insurance companies carrying fire,rental insurance, or other insurance on the building or on its contents, (d) not to suffer or permit the premises or any part thereof to be used in any manner that will injure or impair the structural strength of the building, and (e) not to suffer or permit to be installed or used in the demised premises any machinery or apparatus the weight or vibration of which would tend to injure or impair the structural strength of the building. Except as provided to the contrary in paragraph 13 of this lease,Lessee, at Lessee's own expense, shall conform in every respect to all laws, ordinances and regulations now in force or that are enacted or adopted hereafter which affect the use or occupancy of the demised premises and shall save Lessor harmless from all penalties,damages or charges imposed for any violation of any law, ordinance or regulation, whether occasioned by neglect, omission, or willful act of Lessee or any person in the premises holding or occupying them or any part of them under or by license of Lessee, and from and against all expense, including costs of litigation and reasonable attorney's fees incurred in investigating, resisting, or compromising any claim asserted with respect to any of the foregoing. Lessee shall not use the premises for any purpose which shall conflict with uses being made by other tenants of other portions of the property in which the premises are located except with the prior written consent of Lessor. In the event of roof leakage, the Lessee shall promptly notify the Lessor in writing thereof and Lessor shall have thirty (30) days after such notice in which to eliminate said leakage. If Lessor does not perform its obligations within the time limits of this paragraph,Lessee may perform the obligations and have the right to be reimbursed for the sum it actually expends in the performance of Lessor's obligations, which sum shall not exceed the reasonable cost of such repairs, so long as the leakage was due solely as a result of the failure of the Lessor to maintain the roof in good condition and repair. In all other circumstances, such repairs shall be paid for by the Lessee.Lessee shall have no right to withhold from future rent due the sum Lessee has expended for such repairs.In no event shall Lessor be liable to Lessee's agents, customer's, employees, or any other person for any damage arising from said roof leakage, including, but not limited to, property damage, loss of business, consequential damages, or any other damages whatsoever. Lessee expressly waives any and all claims and releases Lessor from any such damage. No merchandise shall be sold or displayed in any areas outside of or adjacent to the leased store room, nor in or about premises by means of a barker,radio or any other musical or noise-making instrument. Lessee may use in common with the other tenants of the building in which the leased premises are located any parking space made available by the Lessor to the tenants of said building. It is agreed upon the part of the Lessee that no Lessee, agent or employee of Lessee shall park any automobile or vehicle of any kind upon the portion of the said parking area which is designated as customer parking between the hours of nine o'clock in the morning and nine o'clock in the evening of any day, and Lessee agrees to prevent a violation of this covenant by terminating the employment of the employees or agent who persists in violating the same. 4. COMPLIANCE WITH LAWS. Lessee shall comply with all federal, state, municipal and local laws, rules, regulations, statutes and ordinances concerning the premises, including, without limitation, the obligation, at Lessee's sole cost and expense, to alter, restore, rebuild, modify, maintain, improve, repair or remove all or any portion of the premises in compliance and conformity with all federal, state,municipal or local laws, rules, statutes,regulations and ordinances, now in effect or which may hereafter come into effect and whether or not reflecting a change in policy, laws of rules from any preexisting policy, laws or rules, relating to the condition, use or occupancy of the premises and whether or not the costs of bringing the premises into compliance with said policy, laws or rules represent a substantial fraction of the aggregate rent reserved over the life of the Lease and whether or not such costs arise out of defects or conditions which were hidden or unforeseeable at the time that the parties entered into the Lease. If Lessor is required to alter, maintain, remove, restore, repair or improve any portion of the building, common areas, or facilities of which the premises are a part, or in which the premises are located, Lessee shall pay to Lessor, on demand,Lessee's pro rata share of said costs.Lessee's share of such costs shall be based on the total number of square feet in the premises that bear to the total number of leasable square feet in the building, common areas or facilities of which the premises are a part or in which the premises are located. In complying with all laws,ordinances and regulations now in force or hereafter adopted, which affect the use or ability to use the premises including the use of said premises by handicapped or disabled persons, Lessee shall have the obligation, at Lessee's sole cost and expense to alter, maintain, or restore the premises in compliance and conformity with all laws relating to such condition, or use. Lessee's obligations hereunder shall not be limited to compliance with laws, ordinances or other governmental demands regulating Lessee's use of the premises nor by the relationship of the cost of the curative or compliance action to the rent reserved, nor to the remainder of the term or the original term for which the Lease was made, nor to the relationship to the benefit to the Lessee to that of the Lessor, nor to whether the curative action is structural or non structural in nature, nor to the duty to which the Lessee's enjoyment of the premises will be interfered with while the curative action is being undertaken, nor whether or not the Lessor and Lessee contemplated the application of the particular law or order involved to the premises or the Lessee's use of the premises. 5. FURTHER INDEMNITY AND LIABILITY OF LESSOR. In addition to the provisions of paragraphs 3 and 32, Lessor shall not be liable for any injury or damage to the person or goods, wares, merchandise of other property of Lessee, Lessee's employees, contractors,invitees, customers, or any other person in or about the premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, fire —2— PL-97 sprinklers, wires, appliances, plumbing, Pconditioning or lighting fixtures, or from an Cher 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 and regardless whether the cause of such damage or injury or the means of repairing the same is accessible or not.Lessor shall not be liable from any damages arising from act or neglect of any other tenant of Lessor.Notwithstanding Lessor's negligence or breach of this Lease, Lessor shall under no circumstances be liable for injury to Lessee's business, for any loss of income or profit therefrom, or for any compensatory or consequential damages that may arise from such negligence or breach. 6. PUBLIC UTILITY CHARGES. In addition to the rent herein reserved, Lessee agrees to pay before delinquency all charges for public utilities, (TUMF)Transportation Uniform Mitigation Fees, and all other similar charges which accrue with respect to the demised premises during the term of this lease,whether they are charged or assessed at flat rates,measured by separate meters,or prorated. 7. SECURITY DEPOSIT. Lessee has, contemporaneously with the execution of this lease, deposited with Lessor the sum of(see paragraph 2), receipt of which is hereby acknowledged by Lessor. Said sum shall be held by Lessor as security for the faithful performance by Lessee of certain terms,covenants and conditions of said lease by said Lessee to be kept and performed during the term hereof.If at any time during the term of this lease any of the rent herein reserved shall be overdue and unpaid, or any other sum payable by Lessee to Lessor hereunder shall be overdue and unpaid, or in the event of the failure of Lessee to repair damages to the demised premises caused by Lessee, then Lessor may, at the option of Lessor (but Lessor shall not be required to) appropriate and apply any portion of said security deposit to the payment of any such overdue rent or other sum for the cost of the repair of the damage to the demised premises caused by Lessee. In the event of the failure of Lessee to keep the demised premises in a good, clean, safe and wholesome condition, so that it becomes necessary for Lessor to clean said premises upon the termination of this lease, then at the option of Lessor, and Lessor may, after the termination of this lease, appropriate and apply said entire security deposit, or so much thereof as may be necessary, to clean said premises. Should the entire security deposit, or any portion thereof, be appropriated and applied by Lessor for the payment of overdue rent or other sums due and payable to Lessor by Lessee hereunder, then Lessee shall, upon the written demand of Lessor,forthwith remit to Lessor a sufficient amount in cash to restore said security deposit to the original sum, and Lessee's failure to do so within five(5)days after receipt of such demand shall constitute a breach of this lease.Lessor shall, after expiration or early termination of the term hereof and after Lessee has vacated the premises and Lessor-has received possession of the premises, return to Lessee (or, at Lessor's option, to the last assignee, if any, of Lessee's interest herein), that portion of the security deposit not used or applied by Lessor for defaults in the payment of rent or for amounts reasonably necessary to repair damages to the premises caused by the Lessee, or to clean the premises, at such times required by law. Lessor can commingle the security deposit with Lessor's general and other funds. Lessor shall not be, required to pay Lessee interest on the security deposit. Lessee's obligations with respect to the security deposit are those of a debtor and not a trustee. 8. MEANING OF TERMS. As used in this lease, the terms "Lessor", "Lessee", and all other terms used in the singular- number shall apply when necessary to the plural number. If"Lessee" consists of more than one person, the obligations of"Lessee" shall be the joint and several obligations of such persons. 9. LESSEE'S INSPECTION AND ACCEPTANCE OF PREMISES. Lessee acknowledges that it has inspected the premises, have found them to be in a reasonably safe condition and in good repair, accepts the same "AS-IS" and assumes all responsibility therefor,at Lessee's sole cost and expense and agrees to hold Lessor free and harmless therefrom and that no statements or representations not expressed herein as to the condition of or repair to the premises,presently existing or hereafter arising, or of any building of which the premises are a part have been made by on behalf of Lessor. Lessor shall not be called upon or required at any time to make any improvements,alterations, changes, additions,repairs or replacements of any nature whatsoever in or to the premises or any building of which they are a part. Lessee expressly waives any right to require Lessor to make repairs, or to make repairs at the cost of Lessor, which Lessee might have under the provisions of Sections 1941 and 1942 of the Civil Code of the State of California. Lessor shall not be liable to Lessee or any other person for or on account of any injury or damage of any kind whatsoever to persons or property occasioned in or about the premises or wheresoever arising, or resulting from the patent or latent defect, structural or otherwise in the construction, condition, or present or future lack of repair of the premises or of the building,the wiring, equipment or apparatus therein or thereof, the plumbing, gas, water, steam or other pipes or sewerage, or the use, misuse or disuse of the premises or the building or any part thereof or of any equipment therein or apparatus thereof by any other tenant or occupant, or by or from any act, omission or neglect of any such other tenant or occupant, or by or from any act of owners or occupants of adjoining or contiguous properties.Lessee indemnifies Lessor against and agrees to hold Lessor harmless from any loss,damage,claim of damage,liability, or expense, arising out of or resulting from any of the matters or things hereinbefore specified, and from and against any damage or liability arising from any injury or damage or claim of injury or damage of any kind whatsoever to persons or property occasioned in or about the premises during the term hereof and due directly or indirectly to the use, nususe or disuse by Lessee or by any person or persons holding under or using the premises by license of Lessee or to the condition of the demised premises or any part thereof or any appurtenances or equipment thereof or therein, or arising out of any failure of Lessee in any respect to comply with any of the requirements or provisions of this lease, and from and against any expense,including costs of litigation and reasonable attorneys' fees, incurred in investigating, resisting, or compromising any claim asserted with respect to any of the foregoing. 10, COVENANTS AGAINST ASSIGNMENT AND SUBLETTING. Lessee covenants not to sublet the premises or any part thereof, and not to transfer, assign,hypothecate or encumber this lease or any part thereof or any right or interest therein or to license any other person to use the premises or any part thereof without first obtaining the written consent of Lessor, which consent shall not be unreasonably withheld. No corporation, firm or person, other than Lessee shall have the right to occupy the premises or any part thereof by virtue of any transfer or assignment or by virtue of any bankruptcy or insolvency or reorganization proceeding or any receivership or other legal process, either under attachment, execution or otherwise, or in any manner whatsoever growing out of any proceeding or suit in law or in equity.In the event of any such proceeding being had or taken by or against Lessee or any assignee —3— PL-97 or successor in interest of Lessee or againIslay interest of Lessee or of any assignee or sucosor in interest of Lessee in this lease or in the demised premises or in the contents thereof, unless such proceeding is dismissed or such levies released within five (5) days therefrom, Lessor shall have the option of terminating this lease immediately. No assignment whatsoever at any time of this lease or of any right or interest therein, whether voluntary or involuntary, by death, bankruptcy, operation of law, winding up of any corporation, order of any probate court, or otherwise, shall be effective or valid without the consent in writing of Lessor first had and obtained, and then only upon condition that the assignee or other successor in interest agrees in writing, expressly for the use and benefit of Lessor, to carry out and observe each of Lessee's agreements under this lease.In the event of an assignment or subletting by Lessee or by any assignee or other successor in interest, neither Lessee nor any assignee or other successor in interest shall be released from any liability hereunder; and in the event of default by any such assignee or successor or by any succeeding assignee or successor in the performance of any term hereof no notice of such default or demand of any kind need be served or made on Lessee or on any such successor in interest or assignee to hold them or any of them liable to Lessor. If this lease is assigned as aforesaid or if the premises or any part thereof are subleased,Lessor may consent to subsequent assignments or subleases or may extend the time for the payment of any installment of rent or for the performance of any other obligation of Lessee without notifying Lessee or any assignee or successor in interest of Lessee of such assignment, sublease, or consent and without obtaining the consent of them or any of them thereto.Any transfer, assignment, or sublease, purported to be made otherwise than in strict accordance with the provisions of this lease shall be voidable at the option of Lessor, and any attempt to make any such transfer, assignment or sublease by Lessee or by any successor in interest of Lessee shall be a breach of the conditions of this lease. The granting of consent by Lessor to any assignment, sublease, hypothecation, or encumbrance, shall not be construed as a waiver of any of the conditions herein contained concerning or restricting assignments, subleases, hypothecations, or encumbrances, or as authorizing any subsequent transaction without the prior written consent of Lessor. All subleases made by Lessee or any person claiming under or through Lessee pursuant to the provisions of this lease shall contain the same provisions as those contained in this lease as to restrictions on the use of the premises and requiring the consent of Lessor herein to any assignment or sublease. In exercising its judgment whether or not to grant consent to a transfer, assignment,hypothecation, encumbering this lease or subletting the premises,Lessor shall have the right to consider each or all of the following: (a) the use to be made of the premises by the transferee; (b) the financial condition and ability of the transferee to pay rent and perform the other covenants of the Lease; (c)the potential competition of the transferee with existing tenants; (d)as a condition to the granting of said consent,that all rent, or other consideration to be paid by the transferee to the existing Lessee are to be paid to the Lessor,as additional rent; (e)that the Lessor shall have the right to adjust the existing rent and/or the security deposit for the premises to the then fair market rental value thereof; and (f) Lessee shall pay to Lessor all of Lessor's attorney's fees and costs incurred in determining whether or not to grant its consent to the transfer. 11. LESSEE TO MAKE REPAIRS. Lessee agrees at Lessee's own expense to keep the demised premises and each part thereof, including the plumbing, in good condition and repair at all times during the term hereof and to make promptly all repairs, renewals and replacements which at any time are necessary or proper to put and keep the premises in as good condition as that in which they were received by Lessee from Lessor,reasonable wear and tear and damage by fire,earthquake or other sudden violent action of the elements or other casually excepted,to replace immediately all glass now or hereafter installed in the demised premises with other glass of the same quality, and to keep the premises and all their appurtenances in a good, clean, safe and wholesome condition at all times during the tenn, except as to the maintenance and repair of the air conditioning equipment in the premises (see paragraph 2 of this lease). 12. SURRENDER ON TERMINATION OF LEASE. Lessee covenants to surrender and deliver up the demised premises to Lessor immediately upon the termination of this lease, whether by the expiration of time or otherwise, in as good condition as that in which they were received by Lessee from Lessor,reasonable wear and tear and damage by fire, earthquake or other sudden violent action of the elements or other casualty excepted. If without Lessor's consent Lessee or any other person claiming for, through or under Lessee holds the premises for any time after they should have been surrendered under the provisions of this lease, he shall be deemed guilty of unlawful detainer of the demised premises and shall be subject to eviction and removal, with or without process of law.If Lessee with Lessor's consent,remains in possession of the premises after expiration or termination of the tern,or after the date in any notice given by Lessor to Lessee terminating this Lease, such possession by tenant shall be deemed to be a month-to-month tenancy, terminable on thirty (30) days' notice given at any time by either party. During any such month-to-month tenancy, Lessee shall pay all rent required by this Lease, which rent and/or security deposit shall be subject to adjustment by Lessor giving to Lessor written notice of such adjustment effective on thirty (30) days' notice given at anytime by Lessor.All provisions of this Lease, except those pertaining to tern shall apply to the month-to-month tenancy. Rent shall be payable to the date of termination. 13. ALTERATIONS AND ADDITIONS. Lessee agrees not to make any additions to or changes or improvements in or to the demised premises or any part thereof without the prior written consent of Lessor except those changes, additions and improvements, if any, which Lessee is required to make by the provisions of this lease. Any alterations, additions or improvements which are made in or to the premises shall be surrendered with the premises upon the termination of this lease unless, prior to such termination,Lessor gives Lessee written notice to remove some or all thereof,in which case Lessee shall cause the items so designated to be removed and the premises to be restored to their original condition in a manner satisfactory to Lessor, all at the expense of Lessee. If during the term any additions, alterations or improvements in or to the demised premises, as distinguished from repairs, are required by any governmental authority or under any law, ordinance or governmental regulation, they shall be made and paid for by Lessee. 14. TRADE FIXTURES. Not later than the expiration of the time within which, under any provisions of this lease, Lessee is required to surrender possession of the demised premises to Lessor,Lessee may and if prior to the expiration of such time Lessor gives written notice requiring Lessee to do so Lessee shall remove any trade fixtures installed in the demised premises by Lessee. All trade fixtures not removed within such time shall become and remain the property of Lessor. The removal of such trade fixtures shall be —4— PL-97 effected solely at the expense of Lessee an*a manner satisfactory to Lessor, and withoutry or damage to the demised premises or the building,and Lessee covenants to repair immediately,at Lessee's expense, any injury or damage caused by such removal. 15. TAXES TO BE PAID BY LESSEE. Lessee shall pay to Lessor, within ten (10) days after written request therefore, an amount equal to such taxes or assessments as at any time during the term are assessed or become a lien against Lessor or the real property of which the demised premises are a part by reason of the presence in or the installation on or attachment to the premises of any improvements, fixtures, alterations, additions, or other property by Lessee or by any other person occupying or using any part of the premises under or through Lessee. 16. DAMAGE BY CASUALTY. Should the demised premises be damaged or destroyed in whole or in part at any time during the term of this Lease to the extent of 50% or more of the replacement value thereof, Lessor shall have an option at any time within sixty (60) days after the happening of such casualty to terminate this Lease as of the date of the happening of such casualty. Should the demised premises be damaged as the result of such casualty to the extent of less than 50%of the replacement value thereof, Lessor shall proceed with reasonable diligence to restore the demised premises to substantially the condition as that in which they were immediately prior to the happening of the casualty and in no event shall Lessor be liable to Lessee for any damage resulting from the happening of such casualty or from the work of repair or reconstruction nor shall Lessee be released from any obligations under this Lease,except that Lessee shall be entitled to a reasonable suspension or diminution of the rent otherwise payable hereunder during the time required for restoration and repair according to the portion of the demised premises rendered untenantable.If, during the term,the premises or the building and other improvements in which the premises are located are damaged as a result of a casualty to the extent of less than 50% of the replacement value thereof from a risk not covered by insurance,rendering the premises inaccessible or unusable to Lessee, Lessor shall have the option to restore the premises or the building and other improvements in which the premises are located to substantially the same condition as they were in immediately before such destruction. If Lessor elects to restore the premises or the building and other improvements,this Lease shall not terminate. If Lessor elects, at its sole option and discretion, not to restore the premises or the building and other improvements in which the premises are located, and gives lessee notice thereof within thirty (30)days after the casualty,either party can terminate this Lease immediately by giving notice to the other party. 17. LESSOR'S RIGHT OF ACCESS. At all times during the term Lessee shall allow Lessor free access to the demised premises and each part thereof for put-poses of inspection and for the purpose of making such repairs,changes,alterations, additions or improvements in or to the premises or the building as Lessor sees fit to make, and for the purpose of serving or posting and keeping posted thereon notices provided by Section 3094 of the Civil Code of the State of California or by any other law of that state or which Lessor deems to be for the protection of Lessor or the property. For the purpose of making alterations, changes, repairs, additions or improvements as aforesaid,Lessor may erect scaffolding and other necessary or proper structures. No exercise by Lessor of any rights herein reserved shall entitle Lessee to damages for any iniury or inconvenience occasioned thereby nor shall Lessee by reason thereof be entitled to any abatement in rent, but any such work shall be done in such manner as to cause Lessee the least inconvenience practicable. 18. SIGNS. No signs or other advertising matter shall be placed, installed or maintained in or about the demised premises except with the written consent of Lessor.The installation and maintenance by Lessee of any signs or other advertising matter shall be in strict compliance at all times with the laws, ordinances and regulations then in effect and applicable thereto. Prior to the termination of this lease, Lessee, at the option of Lessor, but at the expense of Lessee, shall remove all such signs and other advertising matter in a manner satisfactory to Lessor.Lessor hereby expressly reserves the right to use the roof and exteriors of the walls of the building for advertising and other purposes,and Lessee shall be entitled to no rights to use the roof or exteriors of the walls. 19. INDEMNITY AGAINST LIENS. Lessee agrees to pay promptly for all labor done or materials furnished for any work of repair,maintenance, improvement, alteration or addition done by Lessee in connection with said premises and to keep and hold the premises free, clear and harmless of and from all liens that could arise by reason of any such work. In the event that any mechanic's lien is recorded against the premises or the building in which the premises is located as a result of any work done by Lessee in connection with said premises,Lessee shall cause said mechanic's lien to be removed within thirty(30)days after the recording thereof or,if Lessee desires to contest the correctness or the validity of any such lien,Lessee shall procure and record a mechanic's lien release bond in form and amount in compliance with Civil Code §3143 and shall provide for the payment of any sum that the claimant may recover on the claim(together with costs of suit, if it recovers in the action). 20. LESSOR MAY ACT IF LESSEE FAILS TO DO SO. If at any time during the term hereof Lessee fails, refuses or neglects to do any of the things herein provided to be done by Lessee, Lessor shall have the right but not the obligation to do the same, but at the cost and for the account of Lessee. The amount of any money so expended or obligations so incurred by Lessor, together with interest thereon at the rate of ten percent(10%)per annum, shall be repaid to Lessor forthwith upon demand therefor, and unless so paid shall be added to the next rent payment coming due hereunder and shall be payable as rent. 21. LESSOR'S RIGHTS UPON DEFAULT. If Lessee defaults in the payment of any money to Lessor, including, but not limited to, rent, taxes, insurance premiums, advances made by Lessor on Lessee's behalf or any other monies due or payable to Lessor, all of which shall be deemed to be additional rent, or if at any time Lessee defaults in the performance of any other obligations of Lessee as provided in this Lease ("Events of Default") and if any such Events of Default continues more than three (3) days after written notice thereof to Lessee, or if Lessee abandons the demised premises at any time during the term of this Lease,Lessor may, at Lessor's option and without limiting Lessor in the exercise of any other right or remedy Lessor may have on account of such Events of Default and without further demand or notice, terminate this Lease, re-enter the premises, with or without process of law, and remove all persons therefrom,and Lessor shall thereupon be entitled to recover from Lessee the aggregate of. (a) The worth at the time of award of the unpaid rent and charges equivalent to rent earned as of the date of termination thereof; —5— PL-97 (b) The worth at the time of award of thomount by which the unpaid rent and charges ec valent to rent which would have been earned after the date of termination hereof until the time of award exceeds the amount of such rental loss that Lessee proves could have been reasonably avoided; (c) The worth at the time of award of the amount by which the unpaid rent and charges equivalent to rent for the balance of the term hereof after the time of award exceeds the amount of such rental loss that Lessee proves could have been reasonably avoided; (d) Any other amount necessary to compensate Lessor for the detriment proximately caused by Lessee's failure to perform its obligations under this lease or which in the ordinary course of things would be likely to result therefrom; and (e) Any other amount which Lessor may by law hereafter be permitted to recover from Lessee by reason of Lessee's default. For the purposes of this paragraph 21, the "time of award"shall mean the date upon which the judgment in any action brought by Lessor against Lessee by reason of such default is entered or such earlier date as the court may determine. The "worth at the time of award" of the amounts referred to in subparagraphs (a) and (b) above shall be computed by allowing interest at the rate of ten (10%) percent per annum, and the "worth at the time of award" of the amount referred to in subparagraph (c) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent(I%). Notwithstanding anything to the contrary set forth herein, Lessor's re-entry to perform acts of maintenance or preservation or in connection with efforts to relet the demised premises or the appointment of a receiver upon Lessor's initiative to protect Lessor's interest under this lease shall not terminate Lessee's right to possession of the demised premises and, until Lessor does elect to terminate this lease and terminates Lessee's right to possession of the demised premises, this lease shall continue in full force and effect and Lessor may enforce all of Lessor's right and remedies hereunder including, without limitation, the right to recover as it becomes due hereunder all rent and other charges required to be paid by Lessee under the terms hereof. Notwithstanding the foregoing, Lessor shall not have the right to re-enter the demised premises for any default, other than the payment of money,if within said period of thirty (30)days Lessee commences to cure and proceeds with reasonable diligence to cure the default. 22. EFFECT OF BANKRUPTCY AND OTHER PROCEEDINGS. If during the term of this lease: (a) a petition to have Lessee adjudicated a bankrupt or a petition for reorganization or arrangement under any of the laws of the United States relating to bankruptcy be filed by Lessee, or be filed against Lessee, and if so filed against Lessee not be dismissed within sixty (60) days from the date of such filing; (b)the assets of Lessee or the business conducted by Lessee on the premises be assumed by any trustee or other person pursuant to any judicial proceedings; (c)Tenant becomes insolvent or makes an assignment for the benefit of creditors; or(d) any corporate Lessee or assignee or successor in interest of Lessee commences proceedings for winding up,the occurrence of any such contingency shall, at Lessor's option, be deemed to constitute and shall be construed as a repudiation of the obligations of Lessee and a breach ofthis lease. 23. INSURANCE. Lessee, at its sole cost and expense shall maintain public liability and property damage insurance with a combined single liability limit of not less than $1,000,000.00 and property damage limits of not less than $500,000.00, insuring against all liability of Lessee and its authorized representatives, employees, customers and patrons arising out of and in connection with Lessee's use or occupancy of the premises.All public liability insurance and property damage insurance shall insure performance by Lessee of the indemnity provisions of this Lease. Both parties shall be named as additional insureds and the policy shall contain cross-liability endorsements. Not less frequently than each three years,if, in the opinion of Lessor's lender or of the insurance broker retained by Lessor, the amount of public liability and property damage insurance coverage at that time is not adequate, Lessee shall increase the insurance coverage as required by either Lessor's lender or Lessor's insurance broker.Lessee, at is sole cost and expense, shall maintain on all personal property, tenant's improvements and alterations in, on, or about the premises, a policy of standard fire and extended coverage insurance, with vandalism and malicious mischief endorsements, to the extent of at least one hundred percent (100%) of their full replacement value. The proceeds from any such policy shall be used by Lessee for the replacement of Lessee's personal property or the restoration of Lessee's improvements or alterations. Should Lessee failure to procure and maintain all such insurance required of Lessee,Lessor shall have the right but not the obligation to procure such insurance and any monies so expended, together with interest thereon at the rate of ten percent(10%)per anmrm shall be considered additional rent and shall be paid to Lessor forthwith, upon demand therefor and unless paid shall be added to the next rent payment,due hereunder.Lessee shall supply Lessor,on the commencement date of the term hereof, a copy of either the insurance policies or certificates of the insurance company issuing such insurance and Lessee agrees that the insurance policies or certificates shall be in form acceptable to Lessor and shall not be cancelable or altered unless Lessor has been given ten(10)days' prior written notice by the insurance company issuing such insurance.Lessor and Lessee each agree to waive any right of subrogation which either of them may have against the other for loss of or damage to the waiving party,to the extent permitted under applicable insurance policies, without payment of additional premium. 24. PREMISES NOT TO REMAIN VACANT. Lessee agrees not to permit the premises to remain vacant or unoccupied for more than fifteen (15) consecutive days, except during and for the purpose of making such repairs or restoration as become necessary under the provisions hereof. 25. ATTORNEY'S FEES IN CASE OF LITIGATION. In the event of any litigation between Lessor and Lessee to enforce any of the provisions of this lease or any right of either party hereto, the unsuccessful party to such litigation agrees to pay to the successful party all costs and expenses, including reasonable attorney's fees, incurred therein by the successful party, all of which shall be included in and as a part of the judgement rendered in such litigation. Should Lessor, without fault on Lessor's part,be made a party to any litigation instituted by or against Lessee, or by or against any person holding under, or using the premises by license of Lessee or for the foreclosure of any lien for labor or material furnished to or for Lessee or any such person, or otherwise arising out of or resulting from any act or transaction of Lessee or of any such person, Lessee covenants to pay to Lessor the amount of any judgment rendered against Lessor or the demised premises or any part thereof and all cost and expenses,including reasonable attorney's —6— PL-97 fees,incurred by Lessor in or in connection lth such litigation.In addition to the award of�ney's fees as provided in paragraph 25, the prevailing party shall be entitled to its attorney's fees incurred in any post-judgment proceedings to enforce any judgment in connection with this Lease.This provision is separate and several and shall provide the merger of this provision into any judgment. 26. LESSOR'S RIGHT TO SHOW PREMISES. Lessor reserves the right to show the demised premises at reasonable times to prospective tenants or purchasers and during the last sixty (60)days of Lessee's tenancy to place and maintain in or upon said premises in one or more conspicuous places signs indicating that the premises are for rent, or for sale, as the case may be. 27. LESSEE'S OBLIGATIONS ARE CONDITIONS. Each of Lessee's obligations under this lease is a condition, the time of performance of each is of the essence of this agreement, and the strict performance of each shall be a condition precedent to the right of Lessee to remain in possession of the premises or to have this lease continue in effect. 28. LESSOR'S RIGHTS ARE CUMULATIVE. The various rights, options, elections, powers and remedies of Lessor contained in this lease shall be construed as cumulative, and no one of them as exclusive of any of the others or of any other right or priority allowed by law. No waiver of any breach by Lessee of any term or condition of this lease shall be construed to be a waiver of any preceding or succeeding breach of the same or any other term or condition. 29. NOTICES. All notices from Lessee to Lessor shall be made in writing to Lessor's office. All written notices or demands of any kind which Lessor may be required or desires to serve on Lessee under the terms of this lease may be served upon Lessee (as an alternative to personal service upon Lessee)by leaving a copy of such demand or notice addressed to Lessee at the demised premises, whereupon service shall be deemed complete, or by mailing a copy thereof by certified or by registered mail,addressed to Lessee at the demised premises.In case of service by mail it shall be deemed complete at the expiration of the second day after the date of mailing.If "Lessee" consists of more than one person, personal service or any notice or demand of any kind by Lessor upon any one of said persons shall be complete service upon all. When this Lease requires services of a notice, that notice shall replace, rather than supplement any equivalent or similar statutory notice, including any notices required by Code of Civil Procedure §1161, or any similar or successor statute. When a statute requires service of a notice in a particular manner, service of that notice (or a similar notice required by this Lease)in the manner required by this paragraph 29, shall replace and satisfy the statutory service of notice procedures, including those required by Code of Civil Procedure §1162 or any similar or successor statute. 30. CONSTRUCTION OF LANGUAGE. The language in all parts of this lease shall be construed simply, according to its fair meaning, and not strictly for or against Lessor or Lessee. 31. EFFECT OF UNLAWFUL RETENTION OF PREMISES BY OTHERS. If the term of this lease is to begin at a date subsequent to its date and if a person or persons other than Lessor is or are now in possession of the demised premises, and if Lessor is unable to deliver possession of the demised premises to Lessee at the date specified for the commencement of the term because of the retention of possession thereof by such person or persons without the consent of Lessor, the Lessor shall not be liable to Lessee in damages or otherwise and this lease shall not terminate, but Lessee shall have no obligation to pay rent until possession of the premises is delivered to Lessee. 32. NON-LIABILITY OF LESSOR. Notwithstanding any provision contained in this lease or in any present or future rule or regulation of the building, Lessor shall not be in default and shall not be liable to Lessee or to any other person whomsoever for damages or otherwise should Lessee be deprived in whole or in part of any service, including, without limiting the foregoing general language, elevator or janitor service, public utilities and heat, or be interfered with or prevented in whole or in part from moving goods,wares,merchandise, or other property into or out of the building or the premises or be otherwise interfered with or prevented in whole or in part from operating the business of Lessee by reason of any act of God, fire, earthquake, casualty, or by any strike, lockout, labor dispute, or labor controversy, whether or not Lessor is a party or Lessor's employees are parties thereto, or by any other condition or cause other than the willful default of Lessor, whether or not such cause is of the same kind or class as any of those expressly enumerated in this paragraph or whether it is of a different kind of cause. 33. SUBORDINATION AGREEMENT. Lessee enters into and accepts this lease and the leasehold interest and estate of Lessee hereunder subject and subordinate to all mortgages or trust deeds which now or hereafter may exist or be executed upon or with respect to the premises hereby demised, the real property on which the building is situated, the improvements at any time thereon, or the reversionary estate hereunder, and as well any renewals or extensions of any such mortgages or trust deeds;and Lessee agrees,upon demand therefor, to do all things and to execute, acknowledge and deliver all instruments that may be necessary,proper or convenient to subordinate this lease and the leasehold interest and estate of Lessee hereunder to any such mortgage or trust deed and to the lien and provisions thereof.Notwithstanding the foregoing, if Lessor transfers title to the premises to a mortgagee, trustee or beneficiary under the deed of trust or mortgage, or to any purchaser or successor-in-interest thereto,then this Lease shall not terminate if Lessee is not in default and Lessee shall attorn to the new owner as if a party to this Lease, notwithstanding any rule of law to the contrary or the absence of privity, and the new owner agrees not to disturb the possession of the Lessee and provides the Lessee with a non-disturbance and attornment agreement. 34. EMINENT DOMAIN. If the whole of the premises or so much thereof as to render the balance unusable by Lessee shall be taken under power of eminent domain,this lease shall automatically terminate as of the date of such condemnation, or as of the date possession is taken by the condemning authority, whichever is earlier. No award for any partial or entire taking shall be apportioned, and Lessee hereby assigns to Lessor any award which may be made in such taking or condemnation,together with any and all rights of Lessee now or hereafter arising in or to the same or any part thereof;provided, however,that nothing contained herein shall be deemed to give Lessor any interest in or to require Lessee to assign to Lessor any award made to Lessee for the taking of personal property and fixtures belonging to Lessee and removable by Lessee at the expiration of the term hereof as provided hereunder or for the interruption of or damage to Lessee's business. In the event of a partial taking which does not result in termination of this lease, the rent shall be apportioned according to the part of the premises remaining usable by Lessee. —7— PL-97 35. EFFECT OF PARAGRAPH VADINGS. The titles or headings of the vario�Sparagraphs hereof are intended solely for convenience of reference and are not intended and shall not be deemed for any purpose whatever to modify, explain, or place any construction upon any of the provisions of this lease. 36. PARTIES BOUND. This lease shall be binding upon and inure to the benefit of, as the case may require, the parties hereto and their respective heirs, executors, administrators, successors and assigns, subject at all times, nevertheless, to all agreements and restrictions herein contained with respect to subleasing, assignment,or other transfer of Lessee's interest herein. 37. EMISSIONS: STORAGE, USE AND DISPOSAL OF MATTER. (a) Emissions. Lessee shall not: (i) Make, or permit to be made, any use of the premises, or any portion thereof, which emits, or permits the emission of dust, sweepings, dirt, cinders, fumes or odors into the atmosphere, the ground or any body of water, whether natural or artificial (including rivers, streams,lakes,ponds, dams,canals or flood control channels); (ii) Discharge, leak or emit, or permit to be discharged, leaked or emitted, any liquid, solid or gaseous matter, or any combination thereof, into the atmosphere, the ground or any body of water, which matter, as reasonably determined by Lessor or any governmental entity, do, or say, pollute or contaminate the same, or is, or may become, radioactive or does, or may, adversely affect(1)the health or safety of persons wherever located, whether on the premises or anywhere else, (2) the condition, use or enjoyment of the premises or any other real or personal property,whether on the premises or anywhere else, or(3) the premises or any of the improvements thereto or thereon including buildings, foundations, pipes, utility lines,landscaping or parking areas; (iii) Permit any vehicle on the premises to emit exhaust which is in violation of any governmental law, rule, regulation or requirement; (iv) Create, or permit to be created, any sound pressure level which will interfere with the quiet enjoyment of any real property adjacent to the premises, or which will create a nuisance or violate any governmental law, rule, regulation or requirement; (v) Transmit, receive, or permit to be transmitted or received, any electromagnetic, microwave or other radiation which is harmful or hazardous to any person or property in, on or about the premises, or anywhere else, or which interferes with the operation of any electrical, electronic, telephonic or other equipment wherever located, whether on the premises or anywhere else; (vi) Create,or permit to be created, any ground vibration that is discernible outside the premises;and (vii) Produce, or permit to be produced, any intense glare, light or heat except within an enclosed or screened area and then only in such manner that the glare, light or heat shall not be discernible outside the premises. (b) Storage,Use and Disposal of Hazardous Matter. (i) Storage,Use and Disposal of Hazardous Matter.Notwithstanding any other provision of this Lease,Lessee shall not use, store, dispose of or permit to remain on the premises any solid, liquid or gaseous matter, or any combination thereof, which is,or may become,radioactive or which, if discharged,leaked or emitted, or permitted to be discharged, leaked or emitted into the atmosphere, the ground or any body of water, does or may (1) pollute or contaminate the same, or (2) adversely affect(A)the health or safety of persons, whether on the premises or anywhere else, (B) the condition, use or enjoyment of the premises or any other real or personal property, whether on the premises or anywhere else, or (C) the premises or any of the improvements thereto or thereon. (ii) Disclosure. At the commencement of this Lease and on January 1 of each year thereafter(each such date being hereafter called "Disclosure Dates"), including January 1 of the year after the termination of this Lease, Lessee shall disclose to Lessor the names and amounts of all solid, liquid or gaseous matter, or any combination thereof, which were stored, used or disposed of on the premises, or which Lessee intends to store, use or dispose of on the premises, for the year prior to and after each Disclosure Date.The Matter to be identified in the disclosure shall be all matter reasonably considered to be hazardous, toxic or radioactive, including all matter identified as hazardous, toxic or radioactive in Title 22 of the California Administrative Code, Division 4, Chapter 30 ("Title 22") as they may be amended from time to time (collectively "Toxic Materials"). (iii) Consent. Lessor, in its sole and absolute discretion, may consent to Lessee's storage or use, or both, of the matter described above, provided that Lessee shall store such matter in leak proof containers and shall use such matter in accordance with(1)the standards set forth in Paragraph(b)(i)above(Storage,Use and Disposal of Hazardous Matter),and (2)all governmental requirements as set forth in Paragraph(d)below. (c) Storage and Disposal of Other Matter. (i) Refuse Disposal. Lessee shall not keep any trash, garbage, waste or other refuse on the premises except in sanitary containers and shall regularly and frequently remove the same from the premises. Lessee shall keep all incinerators, containers or other equipment used for the storage or disposal of such matter in a clean and sanitary condition. (ii) Sewage Disposal. Lessee shall properly dispose of all sanitary sewage and shall not use the sewage disposal system (1) for the disposal of anything except sanitary sewage, or (2) in the excess of the lesser of the amount (A) reasonably contemplated by the uses permitted under this Lease, or(B)permitted by any governmental entity,Lessee shall keep the sewage disposal system free of all obstructions and in good operating condition. (iii) Disposal of Other Waste. Lessee shall properly dispose of all other waste or other matter stored, used or located on the premises in accordance with the standards set forth in Paragraph(b)(i). (d) Compliance with Law. Notwithstanding any other provision in this lease to the contrary, Lessee, at its sole cost, shall comply with all laws, statutes, ordinances, regulations, rules and other governmental requirements (hereafter called "laws"), in PL-97 performing or observing its obligatiounder this Lease. In particular, Lessee shallZomply with all laws relating to the storage, use and disposal of Toxic Materials, hazardous or toxic matter, including Title 22. The provisions of this paragraph shall not supersede, but shall be in addition to, any other provisions in this Lease which impose a higher standard of care or duty by Lessee. (e) Indemnification. Lessee shall defend (with attorneys approved in writing by Lessor), indemnify and hold Lessor and its agents harmless from any loss, claim, liability or expense,including attorneys' fees and costs, arising out of or in connection with its failure to observe or comply with the provisions of this Lease, and in particular, with this Article.Lessee shall further be solely responsible for, and shall defend(with attorneys approved in writing by Lessor), and indemnify, and hold Lessor and its agents harmless from and against all claims, costs and liabilities, including attorneys' fees and costs, arising out of or in connection with the removal, clean-up and restoration work and materials necessary to return the premises and any other property of whatever nature and wherever located to their condition existing prior to the appearance of the Toxic Materials on the premises or use thereof by Lessee.Lessee's obligations hereunder shall survive the termination of this Lease. (f) Insurance. If Lessee does, or intends to, use any matter required to he disclosed to Lessor under Paragraph(b) (ii),Lessor shall have the right to either purchase,or require Lessee to purchase,insurance with coverage of no less than Five Million and no/100 Dollars ($5,000,000.00) to insure that any contaminated, polluted or radioactive matter be removed from the premises and the premises restored to a clean, neat,attractive, healthy and sanitary condition.Lessee shall pay for all such insurance immediately upon receipt of a bill therefor and, at Lessor's request, shall provide satisfactory evidence of such coverage and of payment to Lessor. (g) Inspection. Lessor and its agents shall have the right, but not the duty, to inspect the premises at any time to determine whether Lessee is complying with the terms of this Lease. If Lessee is not in compliance with this Lease, Lessor shall have the right to immediately enter upon the premises to remedy any pollution contamination or radioactivity caused by Lessee's failure to comply, notwithstanding any other provision of this Lease. Lessor shall use its best efforts to minimize interference with Lessee's business but shall not be liable for any interference caused thereby. (h) Default. Any default under this Article shall be a material default enabling Lessor to exercise any of the remedies set forth in this Lease. (i) Inspection on Termination of the Lease. On the date of expiration of the term of the Lease or on termination thereof, if sooner, in the event that Lessee has conducted any activities on the premises involving any hazardous substance or the use of any storage tank, at the request of Lessor, Lessee shall cause to be conducted an inspection of the condition of the premises for verifying compliance by Lessee with this Lease and all applicable laws and shall employ experts and/or consultants in connection therewith and shall provide Lessor with a written report of the condition of the premises, at Lessee's cost and expense.Lessee shall indemnify and hold harmless Lessor from the cost of conducting said inspection and obtaining said report. In the event that said report discloses the existence of contamination, Lessee shall immediately commence, diligently perform and complete all necessary and required remediation for the purpose of eliminating all such contamination and shall pay and hold Lessor harmless from any expense incurred in performing such remediation and cleanup. 38. DAMAGE DUE TO EARTHQUAKE. The following provisions shall apply to any damage to the building or the premises caused by an earthquake and its subsequent aftershocks(`Earthquake Damage"): (a) Notice of Damage. In the event a party becomes aware of Earthquake Damage to the premises or building, such party shall give prompt written and telephonic notice to the other party. (b) Inspection: Lessor's Right to Limit Entry. Lessor shall request an inspection of the building and the premises by appropriate governmental inspectors as soon as possible. If Lessor in good faith believes there is a risk of injuries to natural persons or damage to property from entry into [he building or premises prior to governmental inspection, Lessor may restrict entry into the building or the premises by Lessee, its employees and contractors in a nondiscriminatory manner. Upon request, Lessor shall consult with Lessee to determine if there are safe methods of entry into the building and premises in order to retrieve files,data in computers and inventory,subject to any indemnities and waivers of liability which Lessor may reasonably require.The decision of any appropriate governmental inspector regarding safe entry shall be binding on the parties unless subsequently amended or revoked. (c) Preliminary Estimate of Damage. Within thirty (30) days after the initial occurrence of Earthquake Damage (the "Initial Occurrence"), Lessor shall give Lessee its best preliminary estimate (the "Preliminary Estimate") of the cost of repairing the Earthquake Damage,the time needed to complete such repairs and the limits of any insurance coverage Lessor reasonably believes is applicable to the Earthquake Damage. As used throughout this paragraph 38, the cost of repairing Earthquake Damage shall include only the cost of repairing damage which the Lessor is required to repair under Paragraph G below. If Lessor is unable to submit such estimate within such 30-day period despite Lessor's commercially reasonable efforts, the Preliminary Estimate may be submitted up to forty(40)days after the Initial Occurrence. Together with the Preliminary Estimate, Lessor shall enclose reasonably detailed backup information justifying the information contained in the Preliminary Estimate. If the time contained in the Preliminary Estimate for the completion of the repairs is in excess of two hundred seventy (270) days measured from the date of the Initial Occurrence, then either Lessor or Lessee shall have the right to tenninate the Lease. Lessor's exercise of such right will be contained in the Preliminary Estimate;if Lessor does not exercise such right, Lessee may exercise such right by giving written notice to Lessor within fifteen (15) days after receipt of the Preliminary Estimate. Notwithstanding the foregoing, Lessor shall not have the right to terminate this Lease if it is not terminating all other leases in —9— PL-97 the project which it has a contractual r�t to terminate relating to premises which havefered Earthquake Damage similar to the Earthquake Damage to the premises. The Preliminary Estimate shall not include any extra time or cost required to construct new, additional or upgraded improvements to any portion of the project, except as may be required to meet building and other codes then in effect. (d) Final Estimate. Within seventy five (75) days after the Initial Occurrence, Lessor shall give Lessee its best final estimate (the "Final Estimate") of the cost of repairing the Earthquake Damage,the time needed to complete such repairs, and the limits of any insurance coverage Lessor reasonably believes is applicable to the Earthquake Damage. Together with the Final Estimate, Lessor shall enclose reasonably detailed backup information justifying the information contained in the Final Estimate and any significant variations from the Preliminary Estimate. If the time contained in the Final Estimate for completion of the repairs is in excess of two hundred seventy (270) days measured from the date of the Initial Occurrence, then either Lessor or Lessee shall have the right to terminate the Lease.Lessor's exercise of such right will be contained in the Final Estimate; if Lessor does not exercise such right, Lessee may exercise such right by giving written notice to Lessor within fifteen (15) days after receipt of the Final Estimate. Notwithstanding the foregoing, Lessor shall not have the right to terminate this Lease if it is not terminating all other leases in the project which it has a contractual right to terminate relating to premises which have suffered Earthquake Damage similar to the Earthquake Damage to the premises. The Final Estimate shall not include any extra time required to construct new, additional or upgraded improvements to any portion of the project, except as may be required to meet building and other codes then in effect. If the cost to repair the Earthquake Damage contained in the Final Estimate is in excess of the sum of the amount of insurance carried by Lessor which covers Earthquake Damage (excluding any deductible amount),then Lessor shall have the right to terminate the Lease unless within fifteen (15) days after receipt of the Final Estimate Lessee(i)elects to pay such shortfall and (ii) either provides security for such obligation reasonably acceptable to Lessor or shows a financial net worth and liquidity sufficient to reasonably satisfy Lessor. (e) Right to Operate Temporary Facility. Lessor acknowledges that Lessee has an extremely strong interest in continuously conducting its business from the project. Consequently, if there is Earthquake Damage to the project (whether or not there is Earthquake Damage to the premises and whether or not the Lease is terminated), then: (i) If the premises and common areas of the building are such that Lessee can reasonably continue to occupy the premises under applicable governmental requirements, then Lessee shall be entitled to do so, so long as Lessee pays its rent based upon is proportionate share of the space in the premises which remains occupied. (ii) If the Earthquake Damage to the premises, exclusive parking and/or common areas renders the premises wholly or partially unusable for the conduct of Lessee's business, then Lessee my locate at it sole cost and expense a trailer or other temporary facility (the "Temporary Facility") at the project at a location reasonably approved by Lessor, for the conduct of Lessee's business, without any rent obligation. Any location and use of such Temporary Facility shall be in compliance with all applicable laws. The rent abatement to which Lessee is entitled for its inability to use all or a portion of the premises shall not be affected by Lessee's use of such Temporary Facility. (iii) Lessor shall use all commercially reasonable methods to allow Lessee to continue to use the premises or Temporary Facility during the repair of any Earthquake Damage to the project,but the Lessee's continued occupancy and obligations thereunder may be terminated by either Lessor or Lessee once Lessor commences reconstruction or demolition work which materially interferes with Lessee's occupancy. (f) Rent Abatement. Rent shall abate from the date of the Initial Occurrence until the date repairs of the Earthquake Damage to the prerruses and all common areas reasonably serving the premises are completed, based on the proportion of the premises which are rendered unusable for the conduct of Lessee's business by the Earthquake Damage. (g) Diligent Prosecution of Repairs. In the event that the Lease is not terminated by a party having a right to terminate, Lessor shall promptly commence and diligently prosecute to completion the repair of the Earthquake Damage to the premises and the common areas reasonably serving the premises,provided Lessor shall not be obligated to repair any damage to Lessee's personal property or fixtures or any tenant improvements made to the building shell Lessor shall not be liable for its failure to complete the repairs within the time estimate set forth in the Final Estimate, unless Lessee demonstrates by a preponderance of evidence that completion of the repairs has been delayed by more than thirty(30)days because of new, additional or upgraded improvements to any portion of the project (except as required to comply with building and other codes then in effect), Lessor's failure to make payments timely to contractors and/or design professionals or Lessor's failure to exercise reasonable diligence. Immediately after completion of the repair work Lessor is obligated to perform, Lessee shall commence and diligently pursue to completion repair and/or replacement of the tenant improvements to the premises. Any material modification of such tenant improvements shall constitute an alteration requiring Lessor's consent pursuant to paragraph 13. (h) Pass-Through of Insurance Deductible. If Lessor's insurance covers all or any portion of the Earthquake Damage, then the deductible amount shall be amortized over the useful life of the repairs made, and the annual amount of such amortization shall be included in the rent for the building.This provision shall supersede any conflicting provision in paragraph 16. 39. LATE CHARGES.Lessee acknowledges that late payment by Lessee to Lessor of rent and other sums due thereunder will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such cost include,but are not limited to,processing and accounting charges and late charges which may be imposed upon Lessor by reason of any ground lease,mortgage or trust deed covering the premises. If any installment of rent or other sum due from Lessee shall not be received by Lessor or Lessor's designee within five days after such amount shall be due, then, without any requirement for notice to — to— PL-97 Lessee, Lessee shall pay to Lessor a late cli ige equal to ten percent(10%)of such overdue a'lifount. The parties hereto agree that such late charge represents a fair and reasonable estimate of the cost Lessor will incur by reason of late payment by Lessee. 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 Lessor from exercising any of the other rights and remedies granted hereunder. In addition, Lessee shall pay Lessor a$25.00 processing charge for each dishonored check presented to Lessor by Lessee. 40. INDUCEMENT RECAPTURE IN EVENT OF BREACH. Any agreement by Lessor for free or abated rent or other charges applicable to the premises or for the giving or paying of 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 or hereinafter referred to as "Inducement Provisions", shall be deemed conditional upon Lessee's full and faithful performance of all of the terms, covenants and conditions of this Lease to be performed or observed by Lessee during the term hereof as the same may be extended.Upon the occurrence of a breach of this Lease by Lessee, any such Inducement Provisions shall automatically be deemed deleted from the Lease and of no force or effect and any rent or other charge,bonus, inducement, or consideration theretofor abated,given or paid by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor and recoverable by Lessor as additional rent due under this Lease, 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. 41. TENANCY STATEMENT. Each party shall within ten (10) days after written notice from the other party execute, acknowledge and deliver to the requesting party a statement in writing in form reasonably requested by the requesting party, such additional information, confirmation or other statements as may be reasonably requested by the requesting party in the event that the requesting party is engaged in a sale, financing, encumbering, or borrowing transaction in which the requesting party's interest in the Lease or the premises may be of concern to a party in which the requesting party may be engaged in a transaction.If Lessor desires to finance,refinance or sell the premises, any part thereof, or the building of which the premises are a part, Lessee and all guarantor's of Lessee's performance hereunder shall deliver to any potential lender or purchaser designated by Lessor such financial statements of Lessee and such guarantors as may be reasonably required by such lender or purchaser,including,but not limited to,Lessee's financial statements for the past three 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 set forth herein. 42, TIME OF ESSENCE. Time is of the essence with respect to the performance of all obligations to be performed by the parties under this Lease. 43. RENT DEFINED. All monetary obligations of the Lessee to Lessor under the terms of this Lease are deemed to be rent for the purpose of any unlawful detainer or other proceedings. 44. NO PRIOR OR OTHER AGREEMENTS. 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. This Lease shall be considered integrated and all prior or contemporaneous agreements shall be considered to have been merged into this Lease and this Lease shall supersede all other agreements by and between the parties hereto. 45. NON-WAIVER. 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 a subsequent default or breach by Lessee of the same or of any other term, covenant or condition hereof. Lessor's consent to, or approval of, any 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.Regardless of Lessor's knowledge of a default of breach at the time of accepting rent, the acceptance of rent by Lessor shall not be a waiver of any preceding default or breach by Lessee of any provision hereof, other than the default of Lessee to pay the particular rent so accepted. Any payment given Lessor by Lessee may be accepted by Lessor on account of monies or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment. Lessor's receipt of any payment from Lessee after giving notice to Lessee terminating the Lease shall in no way reinstate, continue, or extend the Lease Term or affect the notice terminating this Lease given by Lessor before the receipt of the payment. After serving notice terminating this Lease, filing an action, or obtaining final judgment for possession of the premises, Lessor may receive and collect any rent or any monies or payments due, and the payment thereof shall not waive or affect such prior notice, action, or judgment. This provision shall constitute that actual notice of said non-waiver as required by Code of Civil Procedure §§1161.l(b)and 1161.1(c),as the same may be modified or amended from time to time. 46. 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. 47. PAYMENT OF RENT. The rent and other charges, as the same may be adjusted from time to time, to be received by Lessor, shall be paid by Lessee in lawful money of the United States, without offset, deduction, defense or counterclaim of any nature whatsoever. 48. USE OF PREMISES. Lessee shall use and occupy the premises only for the purposes set forth in paragraph 3 and for no other purpose. Lessee shall not use or permit the use of the premises in a manner that creates waste or a nuisance or that disturbs owners and other occupants of or causes damages to other tenants, neighboring premises or properties. 49. TRANSFER OF LESSOR'S INTEREST. Lessee acknowledges that Lessor has the right to transfer all or any portion of its interest in the premises and in this Lease and Lessee agrees that in the event of such transfer and a transfer of the security deposit, —11 — PL-97 Lessor shall automatically be released fro* liability under this Lease and Lessee agree0ook solely to such transferee for the performance of Lessor's obligations hereunder after the date of transfer.Lessee further acknowledges that Lessor shall assign its interest in this Lease to a mortgage lender as additional security and agrees that any such assignment shall not release Lessor from its obligations hereunder and that Lessee shall continue to look to Lessor for the performance of its obligations hereunder. 50. WAIVER OF TRIAL BY JURY. Lessor and Lessee hereby irrevocably waive their respective rights to ajury trial of any claim or cause of action based on or arising out of this Lease or the premises. This waiver shall be applicable to all claims, causes, causes of action or choses in action arising out of any and all claims, damages, cost, liens, expenses and/or liabilities arising out of, involving, or in dealing with the occupancy of the premises by Lessee,the conduct of Lessee's business, any act, omission, or neglect of Lessee or Lessor or its respective agents, contractors, employees or invitees. 51. OFFER. Preparation of this Lease by Lessor or Lessor's agent and submission of same to Lessee shall not be deemed an offer to lease to Lessee.This Lease is not intended to be binding until executed by all parties hereto. 52. ADDITIONAL TERMS RELATING TO LESSOR'S DEFAULT. In no event shall Lessee have the right to terminate this Lease as a result of Lessor's default, or breach. Lessee's remedies shall be limited to damages and/or injunction as Lessee's exclusive remedies. 53, ADDENDA.Attached hereto is an addendum or addenda containing paragraphs 54 through 54, which constitute a part of this Lease. IN WITNESS WHEREOF, the parties hereto have executed this Lease. LESSOR: Plaz nvestment Company, Inc. frenceByI.Pitts,President LESSEE: T City of Palm Springs a City erk Authorized Representative t anager THE APPROVED [AS TO rORWt Ao�n/ey.. — 12— PL-97 54.-OTHER PROVISIONS. Lessor agrees that Lessee shall be subleag the Premises to Riff Markowitz, PresidenTof the Rifael Corporation as General Partner for the Partnership For the Performing Arts, L.P. a California Limited Partnership who shall assume, perform and comply with all obligations of Lessee under this lease. Lessee shall at Lessee's sole cost and expense remove the existing trash enclosure and relocate it so that it does not extend in an easterly direction past the corner of the building immediately adjacent and to the South of the Alley, and will maintain said trash enclosure clean and in good repair keeping any trash bins and trash inside the enclosure at all times. Lessor shall have a key to the alley and shall have the right of access to the alley at all times. In addition to the provisions under this lease and the responsibility that Lessee has to make sure that any structure in the alley is not a safety hazard, Lessee shall provide to Lessor annually on or before December 3l't of each year written certification from Lessee that all structures and uses in the alley continue to meet required safety standards. Lessee will not allow any portion of the premises, including the alley to be used for construction purposes including welding and spray painting and will not allow any activity in the alley to disturb the occupants of any other premises. Lessee shall keep the alley and the exterior walls of the structures surrounding the alley free from any attachment thereto and in good repair,and keep the sidewalk area in front of the alley clear from any obstruction including equipment, cables,and trash. Lessee shall keep the rooftop adjacent to the alley free from trash, debris, and repair any damage caused by Lessee or its agents and will not allow items to be stored on the premises that will could create a hazard to neighboring buildings.For example,scenery on top of the structure that could create a hazard to neighboring buildings in the event of fire Notwithstanding any other provision in this lease, Lessee or its sublessee shall not be entitled to use any common area of Lessor's premises or the parking thereon for the use of Lessee, sublessee or their customers. Paragraph 24 entitled"Premises Not to Remain Vacant"shall be stricken from this lease. Upon termination of this lease or any extension thereof, Lessee at Lessee's sole cost and expense, shall at the option of Lessor remove and replace any portion or all of the alterations and improvements made by Lessee to the premises, and requested by Lessor to be removed. Contrary to any other provision in this lease,Lessee shall not have the option to transfer this lease. Notwithstanding the provisions in Section 25 of this lease, Lessee agrees to pay any attorney's fees incurred by Lessor which are necessary to enforce any tern of this Agreement including any fees expended to obtain compliance by Lessee's sublessee, provided that Lessor notifies Lessee in writing and allows Lessee 72 hours in which to cure said default or lack of compliance. For the purposes of this section notification by fax shall be considered proper notification. Under Section 29 of this lease the notices to Lessee shall be made to Lessee at the following address: David H.Ready,City Manager City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs,CA 92264 Fax: (760)323-8207 Lessee shall have the unilateral right to terminate this lease in its sole discretion upon forty-five(45)days written notice to Lessor. Any rent owed shall be prorated to such termination date. LESSOR:Plaza Investment Company,Inc. LESSEE`: City of Palm Springs t aurence I. Pitts,President avid H.Read , y an gey' ATTEST: Dated: /(i 2001 City Clerk,CITY OF PAL SPRINGS APPROVED AS TO FORM: BURKE,WILLIAMS& SORENSEN,LLP Dated: /b 3 12001 By: Attorri6js.Nr Palm Springs