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A4288 - POLICE SUBSTATION DEL MAR PROPERTIES NPC LEASE
Del Mar Properties v q ease Agreement _ � ,n, I- ,U�,t. kGj EEMENT 14288 C;ouarv,-G't,ILI_d� �7>;° - • ��� M06737, 10-18-00 STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. Basic Provisions("Basic Provisions"). 1.1 Parties:This Lease("Lease"),dated for reference purposes only December 15 2000 2000, is made by and between Del Mar Properties I LLC a California limited liability company ("Lessor) and City of Palm s1princls ---'-- ("Lessee"),(collectively the"Parties",or individually a"Party"). 1.2(a) Premises: That certain portion of the Project(as defined below), including all improvements therein or to be provided by Lessor under the terms of this Lease, commonly known by the street address of 2400 N Palm Canyon Drive Suite A2 , located in the City of_ Palm Springs , County of - Riverside ,State of California , with zip code 92262 , as outlined on Exhibit "A" attached nereto ('Premises") and generally described as (describe briefly the nature of the Premises): a commercial shopping center consisting of approximately 60, 6B2 square feet of leaseable space of which the Premises comprises approximately 846 square feet --in addition to Lessee's rights to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive rights to the Common Areas (as defined In Paragraph 2.7 below) as hereinafter specified,but shall not have any rights to the roof, exterior walls or utility raceways of the building containing the Premises ("Building") or to any other buildings in the Project. The Premises, the Building, the Common Areas, the land upon which they are located, along with ail other buildings and improvements thereon,are herein collectively referred to as the"Project" (See also Paragraph 2) 1.2(b) Parking: (6) unreserved vehicle parking spaces("Unreserved Parking Spaces-");and _ N/A reserved vehicle parking spaces("Reserved Parking Spaces"). (See also Paragraph 2.6) 1.3 Term: Mo-Mo years and NZA_ months ("Original Term") commencing_. January 1 2001 ("Commencement Date')and ending ._ MO-110 ("Expiration Date"). (See also Paragraph 3) 1.4 Early Possession: N/A ("Early Possession Date"), (See also Paragraphs 3.2 and 3.3) - - - - - - t5 Base Rent:$ Waived per month("Base Rent"),payable on the N/A -- day of each month commencing NL — (See also Paragraph 4) C] If this box Is checked,there are provisions in this Lease for the Base Rent to be adjusted. 1.6 Lessee's Share of Common Area Operating Expenses: - -N/A percent N A %)("Lessee's Snare"). 1.7 Base Rent and Other Monies Paid Upon Execution: - - (a) Base Rent:$ Waived for the period— _ N/n - - (b) - Common Area Operating Expenses: $ Waived for the period Ni A (c) Security Deposit:$ Waived ("Security Deposit"). (See also Paragraph 5) (d) Other:$ N/A for N/A ------- (e) Total Due Upon Execution of this Lease:$ 0.00 _ 1.8 Agreed Use: Police Department Substation (See also Faragraoh 1.9 Insuring Party. Lessor is the"Insuring Party". (See also Paragraph 8) 1.10 Real Estate Brokers: (See also Paragraph 15) (a) Representation: The following real estate brokers(the"Brokers")and brokerage relationships exist in this transaction(check applicable boxes): tJ — represents Lessor exclusively("Lessor's Broker''): represents Lessee exclusively('Lessee's Broker"I; or Lvle Commercial_represents both Lessor and Lessee("Dual Agency"). (b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay id the Brokers the brokerage fee agreed to in a separate written agreement (or if there is no such agreement, the sum of_ Waived or % of the total Base Rent for the brokerage services rendered by the Brokers). 1.11 Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by __—_— ("Guarantor"). (See also Paragraph 37) 1.12 Addenda and Exhibits Attached hereto Is an Addendum or Addenda consisting of Paragraphs --- throt:gh __— and Exhibits "A"_through_ "A" ,all of which constitute apart of this Lease. 2 Premixes. 2A Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor,the Premises,tar the term, at the rent,,!, and upon all of the terms, covenants and conditions set forth in this Lease. Unless otherwise provided herein, any statement or size set forth in this Lease, or that may have been used in calculating Pent, Is an approximation which the Parties agree is reasonable and any payments based thereon are not subplot to revision whether or not the actual size Is more or less. 2.2 Condition Lessor shall deliver that portion of the Premises contained within the Building ('Unit") to Lessee 'broom clean a^d !r=e of debris on the Commencement Date or the Early Possession Date, whichever first occurs ("Start Date"), and, so long as the requded service ^.Onlr;;cts described in Paragraph 7.1(b) below are obtained by Lessee and in effect within thirty days following the Start Date, warrants that the existing slectrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"), loading doors, if any, and all other such elements in the Unit, other than those constructed by Lessee, shall-be in good operating condition on said date and that the structural elements of the roof, bearing walls and foundation of the Unit shall be free of material defects. If a non-compliance with such warranty exists as of the Start Date, Or if one of such systems Or elements should malfunction or fall within the appropriate warranty period, Lessor shall, as Lessar's sole obligation with respect to such Mader, exoept as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth wi'h specificity the nature and extent of such non-compliance, malfunction or failure. rectify same at Lessor's expense. The warranty periods shall be as ',allows: (i) 6 months as to the HVAC sysiors, Initials Initial=. Page 1 of'12 9 1999-.American Industrial Real Estate Association REVISED FORM M.TN-2--X42E and (it) 30 days as to the remaining systems a er elements of the Unit. If Lessee does not gi ssor the required notice within the appropriate warranty period,correction of any such non-compha ce, malfunction or failure shall be the obligation of Le e at Lessee's sole cost and expense(except for the repairs to the fire sprinkler systems,roof,foundations,and/or bearing walls-see Paragraph 7). 2.3 Compliance. Lessor warrants that the Improvements on the Premises and the Common Areas comply with the building codes that were in effect at the time that each such improvement, or portion thereof, was constructed, and also with all applicable laws, covenants or restrictions of record, regulations, and ordinances in effect on the Start Date ("Applicable Requirements"). Said warranty does not apply to the use to which Lessee will put the Premises or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the Applicable Requirements,and especially the zoning,are appropriate for Lessee's intended use,and acknowledges that past uses of the Premises may no longer be allowed f ram^ Refa'^,��''^�„�.^'seFap4y-wa,',�,�^o-.• ^^«r, ^^r^''a I, ^ p er filed, fi•« e^'`" o.ptGf y,,h#PR oetise 1pem LesseeO the R@41FG @Rd BXfietat of ^I ROR GGRi expense if Lessee de a rffdc ,«'^ ^ -aq Gar � � r ^ z ^ c - i{ .^..^ t . hS a fe^h'g^f�,.;o^ rm^deee at Lessee's sets ces',^^ate^ ^^^ e& tz.«.�F��i o��,,..,^^« .,.^ r. deHa -thems.. ^r«r,s _ease the e.,^.r'!'__'.e^. of :R 2C4 G , Pi9m45s5-�^�" °r-�iRg,'ho- 7 of^, nr ,. .,eh., „a�s;^ „��f fh,�n;t �rF, &iHstaRs ,-^�. rr6Se2-aadlsr @acllrig E:pese'fif..�... _R.,oa PRd RhSII .......... o or^� h^., h C;Dp c,.nnna« n9d a « f the . ^fiG d f the s.ep.r�c�e��f-,-,�^6�,�.-wp,.a-�,.p.,., ^s �pw, unique Premises by e f=pua a^�hr, rh�.«Jo,rr n ^h^r. Capital FxppE 44eFe-is required flit -the la, of this ease @Ra «Fi2-sBst{#BreO€-eY^^^a,. a .. �^«h,., o.,^,o�,,,,�'-��a may instead r,,.,,,l,aiG tWs Leoes 'o-i=e6$13F�=varirw-vc^oeav^„r„r'1EIflg vI h7n..m-+v-vn days after receipt of Lessee'sy the difi ..,n^^ betwee�}ikle-ask.�.,rew.-t,,,h •,f.-o.-�:,�-�,'� "`^ --_.. r_ _ _-. c __nd,t . ._ _ and deliver _ 1 RSSGF !14e Flatl5e-spe 'f 'cam . '^.RRl;a;,a,^, date 24 Imo,.« nr, 4RYG-1]4GR ,`.rc��sh teaR.,_hnR datebe R2FI or [RD «-mb-a•-r�,-d.:f-i.;at t=86689 ^^ Id legally f..-Pe the o.p:Repe h he..t G„ such Caplasi Expqndihlpe (h) i,->sGap Lai rF peRd4 the resultat the.^^ f, .., ^f the Raem��r ��ut ,i ..,r«.tArl 0 fif G@to^^�hr,^ cnd .T... �I,�mmvn� ••I of r,^ ♦ pay^for the ^r,N., r.h ^^rite Reasonably atfiFb 4^tin « the Pa i u=saaat-t^ h i:.�R9G h 7 f r .fig rh..r r n ..h rn^r��,.^^na'r^- d ��n^ h G f this +ses-p �g:ai,.r ,��j--previde�, nn��, ".po.,�,.e,a��ra�so� .s--t„ ^'� Lease AF 4 1 oGRPF FGaSGR@bly determines that It 16 RGt GGGRGMiG@11� feasible to PGy tS Shae thereat, Lesser ^II have the elp ya �n fv�m�mrin «h'vl ear,- upO^ 90 d@ or OF ,fr,�.�,=,�.,e.;r 'aatieR- Ri.^.,a-fh,pl will pa fursuch Qap r^ o,.p^..d,t__. if_____. ____ @Rd'..l gn tRFh-'4A gpGRA-Bf-a.^,fS6^r—^p,@1 e;....XPBRdlhJ?G LSS&EG=ear'a':@RGe Ea n ch--« rt�,da.F.Rd dc�-wer. with�n.,,..r�f.,DW RR^nE infil I Rssa:'G PhR_ f^ ,. - ., f a h„m OrFf-Ehn h� -ef Ia9 Rest due and payalle f,�^ ':^�=,2�n.of thisRot n ., - -in haq,s Lessee Shall t, Fight r @10 fihRISzCwe WPOR 30 days„ ., Written ^t, to (G) ^+at.rrth StaRrf'n the 2beve, the nXPeg4lt lGT m n«nn o n.J «o appi�� ^^n liGI ,n4,r a � Galo, o ^« f the .. «r c fr3Rd WFB.. .. ., HSiea 1 r.996MS t __ _ _ _oh-G! BFPfa6�-change�n change!R ^ GR'ofaae, ..,,w.-� ,,,f'r..^ shallfully .. .^.. .,rh�tka2.^„«�--o"d-tea', 2.4 Acknowledgements. Lessee acknowledges that, (a)it has been advised by Lessor and/or Brokers to satisfy itself with respect to the condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act),and their suitability for Lessee's Intended use, (b) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, and (c)neither Lessor, Lessor's agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that. (i) Brokers have made no representations, promises or warranties concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (it) it is Lessor's sole responsibility to investigate the financial capability and/or suitability of all proposed tenants. 2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if Immediately prior to the Stan Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work. 2.6 Vehicle Parking. Lessee shall be entitled to use the number of Unreserved Parking Spaces and Reserved Parking Spaces specified in Paragraph 1.2(b)on those portions of the Common Areas designated from time to time by Lessor`.or parking. Lessee shall not use more parking spaces than said number. Said parking spaces shall be used for parking by vehicles no larger than full-size passenger automobiles or pick-up trucks, herein called "Permitted Size Vehicles." Lessor may regulate the loading and unloading of vehicles by adopting Rules and Regulations as provided in Paragraph 2.9. No vehicles other than Permitted Size Vehicles may be parked in the Common Area without the prior written permission of Lessor. (a) Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee's employees, suppliers, shippers, customers,contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such activities. (b) Lessee shall not service or store any vehicles in the Common Areas. (c) If Lessee permits or allows any of the prohibited activities described in this Paragraph 2.6, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor 27 Common Areas - Definition The term "Common Areas" is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Project and interior utility raceways and installations within the Unit that are provided and designated cy the Lessor from time to time for the general non-exclusive use of Lessor, Lessee and other tenants of the Project and their respective employees, suppliers, shippers, customers, contractors and invitees, including parking areas, loading and unloading areas,trash areas, roadways,walkways,driveways and landscaped areas. 2.8 Common Areas - Lessee's Rights Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors, customers and invitees, during the term of this Lease, the non-exclusive right to use, in common with others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under".he terms of any rules and regulations or restrictions governing the use of the Project Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common ,Areas. Any such storage shall be permitted only by the prior written consent of Lessor or Lessor's designated agent, which consent may be revoked at any time. In the event that any unauthorized storage shall occur then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove the property and charge the cost to Lessee,which cost shall be immediately payable upon demand by Lessor. 2.9 Common Areas-Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to establish, modify, amend and enforce reasonable rules and regulations ("Rules and Regulations")for the management, safety, care,and cleanliness of the grounds, the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of other occupants or lenants of the Building and the Project and their invitees. Lessee agrees to abide by and conform to all such Rules and Regulations, and to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform, Lessor shall not be responsible to Lessee for the non-compliance with said Rules and Regulations by other tenants of the Project. 2.10 Common Areas-Changes. Lessor shall have the right,in Lessor's sole discretion,from time to time: (a) To make changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of driveways,entrances, parking spaces, parking areas, loading and unloading areas,ingress,egress,direction of traffic,landscaped areas,walkways and utility raceways; (b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available; (c) To designate other land outsde the boundaries of the Project to be a part of the Common Areas, (d) To add additional buildings and imcrovemercS,to The Common Areas; (e) To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project, or any portion lhereof:tand (f) To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Project as Lessor may, in the exercise of sound business judgment,deem to be appropriate. 3 Term. 3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3, 3.2 Early Possession. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such early possession. All other terms of this Lease(Including but not limited to the obligations to pay Lessee's Share of Common Area Operating Expenses, Real Property Taxes and insurance premiums and to maintain the Premises)shall, however, be in effect during such period. Any such early possession shall not affect the Expiration Date. 3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by Initials INtials Page 2 of 12 C)1999-American industrial Real Estate Association REVISED FORM MTN.2.2199E the Commencement Date. If, despite said effort sot Is unable to deliver possession as agreed, Le ;hall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease. Lessee shall not, however, be obligated to pay Ren or perform Its other obligations until it receives possession of the Premises. If possession is not delivered within 60 days after the Commencement Date, Lessee may, at its option, by notice in writing within 10 days after the end of such 60 day period, cancel this Lease, In which event the Parties shall be discharged from all obligations hereunder. If such written notice Is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. Except as otherwise Drovided, if possession is not tendered to Lessee by the Start Date and Lessee does not terminate this Lease, as aforesaid, any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts of omissions of Lessee. If possession of the Premises is not delivered within 4 months after the Commencement Date,this Lease shall terminate unless other agreements are reached between Lessor and Lessee,in writing. 34 Lessee Compliance. Lessor shall not be required to tender possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of Insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor's election to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied. 3.5 Lancellatloa��bl:lease zhalLb;,�aucPlaYde�upnnSlilrG,u_(',zQlday�vvcltyrnnaSJcfl.lzy_•ither naety. 4. Rent, N1AIV_ED. 4.1 FrsnIDa4�R&dNt4� ^h get ens f-Le55e-'.c mlRF the tPFFIR of this Lease «riven..«for the c ^IF;t-D eP95i44-are-ORpmed"e Expenses Lessee - ^ to Lessor ee during tile _, hereof, ed.ft'e" to the Base o.�l, -, LeG Ge-sure �1`�.,,ed- ^ara9" ^Q-E-'xPeases-as-l�2.nfin. .;,.FiHed�ariAg ^^, ah G@^^,,�,annf the termof Ih's_a.pc, is aseerdanse�atNTh,�-:�..m.�ProwsieRs (a) "Gammon-A ^^ 9perating Expenses ^re-0eNae4,4er^ . of this n P9 All ^^. ,.. .. zaR:; 'elafRg-te-the 0Vr' ^'ah^and operation of the Ri2jest iRGIUd1Rg,but Ret-I+i*t9d-t9-_t4e-fe4GWWlg-. (II) The n .2I'n eI�H !9 (aa) The-SeM nP^., .,,F.n ^.^ .I'I""s p".Iri^g areas, "a"9 nett d,n2diRRg -- I ea a bumpers, e-t'nn sys^te W , 6nM�,g Pest droD pgb) Exieeef 6igj h I^r.�o o..v�-v„^ w`e^oV -I'.n^I.. - (eG) ,ARy ;:e beteellen enter se:erera - ( T es net separately mp,lpeld _ ee£ene (i Dann..r.n..r.«..nun an.r....;..V .. and repair rd .MMR nF^^n /„) al ZF9pe Ft C.TaX96 (as sG 9d�i I`.... l� P2F@gFaph nT .. C(1;) Thn sGst of thepremiums InP I;^i E`pi) 8R a h t h a i;4i H f 2R d n�{pe ..9 M..r, @H AF ^,..,.1! ...\ The ws.r�£v.nnn a^,^il ,��nRHdf FG Iraa 4 e D r'd!Rg OF VV.n. D _ o iPeG" T�-r}LiY 'creel to...4.'er-that �",�^ ^"I.�..,�Vhn nn^�;�nl�:.r ash-G:pi4a, €;"nn,1. t,.n ny^or�,rr�eaFPBRBdaa� Laigges ql;all Rat-be-req ,. � .GFe ..tell Less___ `Litt_._ at 4 111 _h of the Gast of such teen _. Fxpei, i4� enth (IV') idai;V I. n.«h.. .. Stated t.!.>o••heron-1R-tiiq LPRRO tt� be�bM�.MM*rPQ'1-�.n,�..V�g_ Ex _ (�---Arty-w,'^^^o- Area OpeFatiRg Cr.e Rse^ and Real Den^^W-Taxes"ih3<1rBcif.ca }-aa 6a�c.,the a '.I^�c. ,r ether 6 'r£,r. _ lie I the £rill 'i rrv-ma1Rt ;;2PGe tlae Pe Gf aR�-an,��., m�teje�R-taz ..w„--rEpaiF__^ LI ! n Area OpefaI'nn Cv, rill Dn� ^ T-�v n that a £^n n V 'n tab e a Han�'r£^n n eve r.an�vv ..___ _., .�!-PsRPartr-.v I epasrta.v.l;�.tr.oa�-vac _'mg�rie-aRy�tAe�'au+<d+ag ar-te the gestation,nepaiF-�d .e thneenr^si �a"^he n h tilt« L rLesser V t3 d ties the Den.-n1 .. _ .. .. t-b9- EBme(}f2-H?lp >c-GR (fit)ig@t @R YP9R Leese,to-n M.PF have rid eclt'already has Ihe-same,'L6F6er .'F••n.l.. ne.,..ir1�.�_ . h eed elsewhere in thisLease ide he n - -. - e�f4amm�.n_ 1 6 (d) .. Sham of r^mmn ^ n n Fxpennen Shellhem h I'n'n n r1... detailed --co��ir,w4.- ..,� ---- - - ------- ��0,�`3-�c-w^,e-:.m,..�.�,ors-a€Yer-a-rerz^...�;e.;4�- GeV of^! T"' Y n At I r e V^ £�m�er-evvel .eeeo 4. a Af..en V'^^ Oren ri Ihn ^ ,n be h Ili h^ Ann'.�n- ....I. rill Month OYrC'�.-�,�Fe,,,F.IOt,-e-.ea.croP..+ ^�na� v-nmialr �r,�.�,,,m,�,.'ri--s�uo..arl�'�ozv$.,mFi v�.^r-dtic.'agr�N.f ^h 'n'i Gf the -9aGe I then e d@ 9 a RAPP, PeertisZI e here-�„deF ^grnh�nm.-d'�pi-er V-.e-a� ,`,:t,;.'Pt�n�av�^f'^;-the�iE✓,?V4'itKJR-Bf�?2C# a_r e h e,In d et^teee^I n6 5a6D Year a aaoa:. F�.,.u..r.,,.,,,.,,, err- mad P trial or eh a esi; .rpm hell Gad«tpe I agIB RGt LR a 5;.@Fe^f(`^elm^^ area 'leer^!n Cveeenes r aggo..'ne E11,19 lw I�'Inm.nV ��D�eyT�e �V� aRla�tbfadEn-v�v.-Pn:�mo'..-v9o^� �-�per�^yv-npv^T' Rci'c-w�crnrng ^,T^r';yvymP?t$� !-a�R']pr '1 rn rl�e he r�-rrI'"e �^�.^.ni-t,•-vn n-o-crtnFhnr^ ^ rill^>v mwt-wm�v.`✓'« , .. cvice-m�rh^ n LRREoF thevlhe ..f.ieh"t ^t-cvf-.-alit^ de^tIl-;ieR .�i� ""st-ram" s-f.=� - �.,-r'=i-te sy 'ila' .I ewryne de' I; =essRF;a Les^.sew of the stet 1er.,e"t 4 9 Parm ... Less__ shall __.-__ payment of Dent��.,=GG' 2e h ;In-.a.✓iSl-naa & of .exGen £a.. mi tell en INS e\ n �r;eler^ the ere h^h ^ dye. Rent f h h .he tern, I.e.^^I h *v-^.>opre apeo4^c�`p"v�;,,,:�"*^.T-�ec��. _ aF2ni'-rne.�;fag-R,�-.o,...-�.-r..,-,iGq-:F-f2F1e5S-442f' one full-on �^Ili shall be ppeFalad-t)2."r�*^ r.sr of G@Yorf 3@',I .TrrPelh,D� V D^ nhAi�e made tI2Sf9r�?tk5-3EkJrPE:T6ta1�+d il--E.Irr OF to Such rathrar n asLa may f n n 1�t.^e ,In..'er� !p_�g. neee.a eta t ^h ' th�h�.�P�t�yle4 dL3�af t'R".�fe^ ,vF^arhte t tie htin nr eh Ran. rnee ,I e ".+"r^"r.,ee of }nV�-4 t# 3+heRt-tt;,3t-ar:y rGhB. draft t, ^« net of t h �� t, a rl she^nrr.rV for n e to C , "Rio,^n��p.^�^�^�-C�^T-�-t-^�^��.a-��. or ally ' ^ono^o^-ay:e�-`e-PeT,��cFSAF-thP.-Siilfl-BfS,r�"�1F. Elld ion to @RY late charges whiGh may be des�. car. 'hr Deeos't J e�wilh i Ian h^ren.the, cee Ft Deposit as t fe --�%nr--m��shall-�aPR " - � s6su;+o�.,r-Le..�;,�;s1?#fsl-pecf�,-.�.e>i-B€its GaigatioRs-+�ndeP th�_eBRF lfi Lessee-fails-ts-pay R,�,^�henvise RfP e _Rd -thig-k-issa;-Sao:,Ma}-bsea} Ly-er�etain-^ire;t;-oR-�af�aid See^ . Deraes' I^ .h^ n ^I ^tt hew ! e eefor h' ' h I n r^eat�aRy-R,;,w" =e�^' rse-oL-eem{�ensatez�se �-earm,tTaxHe"^�-�-m� reat, suffe ef" f Lesser uses or appikes alln ^rt'e" of the c^s r I nn^^n t si;@11 h'n n1.I� r-wP4tteP4ee}kleE'rt h three f the D.nnn Rani' eP�9fGF deposit Mon as With I RRRI)F qllffinaRt to Feelers 621d S9G1JntY DePOSIt to the fullgd,reo by e Lea � eFeases-du;-iag-4ke tarn, of tt,aI UPOR Writtenrequest from Lessor, PRIDURf Pit+ariatv'1Immiv^Aoe-a thg G ^n� 'nRtn 4 , 4 DST^ Dn�nt as the ;^,rn en^, :h Peer;Git here t the tWit e Base Rent Should the gFeed be, �e-zt ndate eteee charge the h�o E of r I^" RdalV__r._ .� _ -h a `h^ r hIi t ar:,a,1., charge In e � "^�� ^ Rr,Ue�"v 'assi@Reez^ _ -.:s#r-te-i,-,easE the Coe n ne^en,n,e then the ev ra.at n^ ^near era^^ ^men, to aGG far eri Rd tee@ath�M1t the Dr�gorra -. ,RFn�F4n sa wr-V:�-e��p t-t ^a^..<^,P�-k,zoo:d'c-Fax�Rae,a�,de,.:�,.:�aEmao,•t e�� ,Ps-OU ther;4 11 a ah..nge t ' ^ ee rleofLessee "a Gl .:mse,g this ^one -o-felwlov4g S eh�heegms nn-;;e�c-rman_c--Faoc{e as at 2I,m s.ea-nirtt$rs fearoRa4e,e� r:oa^fl�4^�e �_ shatee^e^t-aeh-niddit1BR _ allehnfFr�^tt. G@USethe cRFir.l� zB-t32 vvch�hen^ ^ £e�ec Ssi.i Le �she not be required ceBeP-tic SeG,rty De^^a'f genera nIs W� G49miltl.;^ is o apply SeCbPltyne^et eqly to-unpaid j� aV�eSS9F shc-T t i4 14T�* Ti'IP,. ',r9Gef{ n Ised n ea la Pie-pa;rRf the en6HHty-DiP^` .--ha-le_6AAdste l" he llld R e t1^iaea� RtWe:t .mo IeF aa}-Monies-tB 36 Paid R CIer rho_ 6. Use. 6.1 „ Use. Lessee shall use and occupy the Premises only for the Agreed Use,or any other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that Is unlawful, creates damage, waste or a nuisance, or tnat disturbs occupants of or causes damage to neighboring premises or properties. Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the improvements on the Premises or the mechamm l or electrical systems therein, and/or Is not significantly more burdensome to the Premises. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same,which notice shall include an explanation of Lessors objections to the change in the Agreed Use. 6.2 Hazardous Substances. (a) Reportable Uses Require Consent. The term "Hazardous Substance" as used in this Lease shall mean any product, substance,or waste whose presence, use, manufacture,disposal,transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either (i)potentially Injurious to the public health,safety or welfare,the environment or the Premises, (ii)regulated or monitored by any Initials I rldials Page 3 of 12 ©'1999-American Industrial Real Estate Association REVISED Fl7RM WN-2-2199L governmental authority, or(i;i)a basis for potent illty of Lessor to any governmental agency or IN rid/under any applicable statute or common law theory. Hazardous Substances shall include, bu. of be limited to, hydrocarbons, petroleum, gasolm or crude oil or any products, by-products or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance(at Lessee's expense)with all Applicable Requirements. "Reportable Use"shall mean (1)the installation or use of any above or below ground storage tank, (I;) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, of with respect to which a report, notice, registration or business plan is required to be fled with, any governmental authority, and/or(fi) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition Its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, Including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements)and/or increasing the Security Deposit. (b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance. (c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises(including through the plumbing or sanitary sewer system)and shall promptly, at Lessee's expense, take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee,o:any`hind pR#y. (d) Lessee Indemnification Lessee shall Indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages,liabilities,judgments, claims,expenses,penalties,and attorneys'and consultants' fees arising out of or Involving any Hazardous Substance brought onto the Premises by or for Lessee,o'@Ry t (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the p�'^^s Project from areas outside of the Project). Lessee's obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement. (a) Lessor Indemnification. Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which existed as a result of Hazardous Substances on the Premises prior to the Start Date or which are caused by the g;ess negligence or willful misconduct of Lessor, its agents or employees. Lessor's obligations, as and when required by the Applicable Requirements,shall include,but not be limited to,the cost of investigation, removal, remediation,restoration and/or abatement,and shall survive the expiration or Termination of this Lease. (f) Investigations and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to the Start Date, unless such remediation measure is required as a result of Lessee's use(including"Alterations",as defined in paragraph 7.3(a)below)of the Premises, in which event Lessee shall be responsible for such payment Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities. (g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediafon thereof required by the Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lessor's came under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's option, either(i)investigate and remediate such Hazardous Substance Condition, if required,as soon as reasonably possible at Lessor's expense,in which event this Lease shall continue in full force and effect, or(h)if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor's desire to terminate this Lease as of the date 60 days following the date of such notice. In the event Lessor elects to give a termination notice, Lessee may,within 10 days thereafter, give written notice to Lessor of Lessee's commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment. In such event,this Lease shall continue in full force and effect,and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor's notice of termination. 6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee's sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor's engineers and/or consultants which relate in any manner to the Premises,without regard to whether said requirements are now in effect or become effective after the Start Dale. Lessee shall,within 10 days after receipt of Lessor's written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee's compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved)of any threatened or actual claim, notice,citation,warning, complaint or report pertaining to or'Involving the failure of Lessee or the Premises to comply with any Applicable Requirements. 6.4 Inspection; Compliance. Lessor and Lessor's"Lender" (as defined in Paragraph 30)and consultants shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times, for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor,unless a violation of Applicable Requirements,or a contamination is found to exisl or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection,so long as such inspection is reasonably related to the violation or contamination. Maintenance; Repairs, Utility Installations;Trade Fixtures and Alterations. 7.1 Lessee's Obligations (a) In General. Subject to the provisions of Paragraph 22 (Condition), 2.3 (Compliance), 5.3 (Lessee's Compliance with Applicable Requirements), 7.2 (Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee's sole expense, keep the Premises, Utility Installations (intended for Lessee's exclusive use, no matter where located), and Alterations in good order, condition and repair(whether or not the portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee's use, any prior use,the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights out excluding any items which are the responsibility of Lessor pursuant to Paragraph 7.2. Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, specifically including the procurement and maintenance of the service contracts required by Paragraph 7 1(b) below Lessee's obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair. (b) Sep,igp C.Rlsesls 96see-s112l1� -,..—e'S sole eXPa;ae;-prsseFe acid-maintain '^ '•� GGeeg to L:9669f, in f arid i...�,....�z,. ,. o......i,es; () r t .saF- �:*r�—wiss l !:i i,.:;7:e s-aw r � if F(BaG,,...,b«�. q � a+�--f-_ Fi)--e,�V Vie;:..,. .. r z,�sar—kew<v+er, - ^Fa^•^i- _ -T,�;see-ts-prEsu;c;-an at n-any OF-aN:�f-sdcr;--;ewisc�-s�F;tm , ,^H if,_ ir go elects, Lessee shRL-neirri Lessor, UPOR denrana ' (c) Failure to Perform. If Lessee fans to perform, Lessee's obligations under this Paragraph 7.1, Lessor may enter upon the Premises after 10 days' prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee's behalf, and put the Premises in good order, condition and repair,and Lessee shall promptly reimburse Lessor for the cost thereof. (d) Replacement. Subject to Lessee's indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting from Lessee's failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(b) cannot be repaired other than at a cost which is in excess of 50% of the cost of replacing such item, than such item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease, on the date on which Base Rent is Our, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 le. 1/144th of the cost per month) Lessee shall pay interest on the unanortized balance al a rate that is commercially reasonable in the judgment of Lessor's accountants. Lessee may, however, prepay its obligation at any time Initials Initials Page 4 of 12 ©1999-American Industrial Real Estate Association REVISED FORM MTN-2-2/99E 72 Lessor's Obligations. Sri o the provisions of Paragraphs 2.2 (Condition) (Compliance), 4.2 (Common Area Operating Expenses),6(Use),7.1 (Lessee's Obligations), 9 t amage or Destruction)and 14(Condemnation), Less ubject to reimbursement pursuant to Paragraph 4 2, shall keep in good order, condition and repair the foundations, exterior walls, structural condition of interior bearing walls, exterior roof, fire sprinkler system, Common Area fire alarm and/or smoke detection systems, fire hydrants, parking lots, walkways, parkways, driveways, landscaping, fences, signs and utility systems serving the Common Areas and all parts thereof, as well as providing the services for which there is a Common Area Operating Expense pursuant to Paragraph 4.2. Lessor shall not be obligated to paint the exterior or Interior surfaces of exterior walls nor shall Lessor be obligated to maintain, repair or replace windows, doors or plate glass of the Premises. Lessee expressly waives the benefit of any statute now or hereafter In effect to the extent It is inconsistent with the terms of this Lease 7.3 Utility Installations;Trade Fixtures;Alterations (a) Definitions. The term "Utility Installations" refers to all floor and window coverings, air lines, power" panels, electrical distribution, security and fire protection systems, communication systems, lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises. The term "Trade Fixtures" shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises. The term "Alterations"shall mean any modification of the Improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion. "Lessee Owned Alterations and/or Utility Installations" are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). (b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor's prior written consent. Lessee may, however, make non-structural Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof or any existing walls, and the cumulative cast thereof during this Lease as extended does not exceed a sum equal to 3 month's Base Rent In the aggregate or a sum equal to one month's Base Rent In any one year. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or Install anything on the roof without the prior written approval of Lessor Lessor may,as a precondition to granting such approval,require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee's. (i) acquiring all applicable governmental permits, (ii)furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (III) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications. For work which costs an amount in excess of one month's Base Rent, Lessor may condition its consent upon Lessee providing a hen and completion bond in an amount equal to 150%of the estimated cost of such Alteration or Utility Installation and/or upon Lessee's posting an additional Security Deposit with Lessor. (c) Indemnification. Lessee shall pay,when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises,which claims are or may be secured by any mechanic's or malerialman's lien against the Premises or any interest therein Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor's attorneys' fees and costs. 7.4 Ownership; Removal; Surrender; and Restoration. (a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all Alterations and Utility installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises. (b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the and of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consort (c) Surrender; Restoration Lessee shall surrender the Premises by the Expiration Date or any earlier termination date,with all of the Improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented by good maintenance practice. Nobmithstandmo the foregoing, if this Lease is for 12 months or less, then Lessee shall surrender the Premises In the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings,and equipment as well as the removal of any storage tank Installed by or for Lessee. Lessee shall also completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Project)even if such removal would require Lessee to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(r,) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below. 8. Insurance; Indemnity. 81 Payment of Premiums. The cost of the premiums for the insurance policies required to be carried by Lesser, pursuant to Paragraphs 8 2(b), 8.3(a)and 8.3(b), shall be a Common Area Operating Expense. Premiums for policy periods commencing prior to, or extending beyond, the tern of this I-ease shall oe prorated to coincide with the corresponding Start Date or Expiration Date. 8.2 Liability Insurance. (a) Carried by Lessee. Lessee shall obtain and 'seep In force a Commercial General Liability policy of Insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and oroperty damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single li nit coverage in an amount not less than 51,000,000 per occurrence with an annual aggregate of not less than $2,000,000, an "Additional Insured-�,Monagers or Lessors of Premises Endorsement"and contain the"Amendment of the Pollution Exclusion Endorsement"for damage caused oy heal,smoke or fumes from a hostile fire. The policy shall not contain any intra-Insured exclusions as between insured persons or organizations, but shall Include coverage for fahllity assumed under this Lease as an "insured contract"for the performance of Lessee's Indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. All Insurance carried by Lessee shall be primary to and not contributory with any similar Insurance carried by Lessor,whose insurance shall be considered excess Insurance only (b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), In addition to, and not in lieu of. the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein. 8.3 Property Insurance-Building,Improvements and Rental Value. (a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance in the narne of Lessor, with loss payable to Lessor,any ground-lessor, and to any Lender Insuring loss or damage to the Premises. The amount of such insurance shall be equal to the full replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee's personal property shall be Insured by Lessee under Paragraph 8.4. If the coverage is available and commercially appropriate, such policy or policies shall Insure againsl all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender), Including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of `.he Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuanon provision In lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an in ma.se In ine acrtaf ;roperty iflSJrani'e w.•afage amour; by a f,actor of not less than the adjusted U.S Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such Insurance coverage has a deductible clause, the deductible amount shall not exceed •$1,000 per occurrence. r,otvnthstandrng the fo•egine, It is understand that Lessee will add the Pr'cmises to its overall Property Insurance,as opposed a obtaining a separate,poh(y of insurance,and Chat Lessee's deductible on said policy Is p5,000. (b) fie..«.. «r. ^,..�h.,i a�«.daiaat -keg^ '^force ^ firs,rip me Of-�F_^^sor wit,less L-e.,'«^,—;.,�.ia� -6-,6�a-Bf-t �« ^ ^''e ia'1-2f'FC' ,,.^^ ^ �� .. inn d@ ^�,y- :rtr pa-feN-Renu#es-ere-S�} d-per� �� �w s--� gentata-2=�g:mc�valaafie =�.raa�,�seu�saraaoe-slausa, end the amount^f-ra+, rage sha �}a•.«,."��..y�+eiie.:t r � bT-gas;ea-fay„ (c) Adjacent Premises. Lessee shall pay for any increase In the premiums for the property Insurance of the Building and for the: Common Areas or other buildings in the Project if said increase Is caused by Lessee's acts,omissions, use or occupancy of the Premises. (d) Lessee's Improvements. Since Lessor is the Insuring Party, Lessor shall not be required to insure Lessee Owned Alterations and Utility Installations unless the item in question has become the property of Lessor under the terms of this Lease. Initials Initials Page 5 0l 12 ©1999-American Industrial Real Estate Association REVISED FORM MTM-22/99E 8.4 L ; � d eA-fAsrxaaser ,.,,�,. (a) 'M 298. 66f fPGRSOR21T.@an FIXI A 4 ��praFYp^coi-4 aAv FiX and Lou^ce a, PI At RSlallahORG im (19) -a shall Gbtaf and m I,IAIR 10-6Of hRG2Me-R-�,nn.! „ ex-p „v ;RGW5@RGe in amounts @S-A44 ira mr r,.p attest-ef-iA „f n ..!!.a6fei �pehIS Ggaa ev nl, d-agaka&t-yy-pfe ssea-er- atk'',°a'mh�.dlc es�r - (c) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of Insurance specified herein are adequate to cover Lessee's property, business operations or obligations under this Lease. 8.5 Insurance Policies. Insurance required herein shall be by companies duly licensed or admitted to transact business in the state where the Premises are located, and maintaining during the policy term a "General Policyholders Rating"or at least B+,V, as set forth in the most current issue of "Best's Insurance Guide", or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such Insurance or certificates evidencing the existence and amounts of the required Insurance. No such policy shall be cancelable of subject to modification except after 30 days prior written notice to Lessor Lessee shall, at least 30 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or"insurance binders" evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease,whichever is less. If either Party shall fail to procure and maintain the Insurance required to be carried by it,the other Party may, but shall not be required to, procure and maintain the same 8.6 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or Incident to the perils required to be insured against herein. The effect of such releases and waivers is not limited by[he amount of insurance carried or required,or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee,as the case may be,.so long as the insurance is not invalidated thereby. 8.7 Indemnity. Except for Lessor's gfess negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor's master or ground lessor, partners and Lenders,from and against any and all claims, loss of rents and/or damages, (lens, judgments, penalties, attorneys' and consultants' fees, expenses and/or liabilities arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indemnifed. 8.8 Exemption of Lessor from Liability. Lessor shall not be liable for injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee's employees,contractors, invitees,customers, or any other person in or about the Premises,whether such damage or injury Is caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the Building,or from other sources or places. Lessor shall not be liable for any damages arising from any act or neglect of any other tenant of Lessor nor from the failure of Lessor to enforce the previsions of any other lease in the Project Notwithstanding Lessor's negligence or breach of this Lease, Lessor shall under no circumstances be liable for injury to Lessee's business or for any loss of income or profit therefrom. 9. Damage or Destruction, 9.1 Definitions. (a) "Premises Partial Damage" shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be repaired In 3 months or less from the date of the damage or destruction, and the cost thereof does not exceed a sum equal to 6 month's Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (b) "Premises Total Destruction" shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 3 months or less from the date of the damage of destruction and/or the cost thereof exceeds a sum equal to 6 month's Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (c) "Insured Loss" shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), irrespective df any deductible amounts or coverage limits involved. (d) "Replacement Cost"shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction for depreciation. (a) "Hazardous Substance Condition" shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by, a Hazardous Substance as defined in Paragraph 6 2(a), in, on,or under the Premises 9.2 Partial Damage- Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided,however,that Lessee shall,at Lessor's election, make the repair of any damage or destruction the total cost to repair of which is$5,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof,within 10 days following receipt of written notice of sued shortage and request therefor. If Lessor receives said funds of adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or(ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair spy such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party. 9.3 Partial Damage- Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may either: (i) repair such damage as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or(ii) terminate this Lease by giving written notice to Lessee while 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 50 days fallowing the date of such notice In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notce to Lessor of Lessee's commitment to pay for the repair of such damage without reimbursement from Lessor Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days after making such commitment In .such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available. If Lessee does not make the required commitment,this Lease shall terminate as of the date specified in the termination notice. 9.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60 days fallowing such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor's damages from Lessee, except as rna>idee in Parp'lrapn 8.6. 9.5 Damage Near End of Term. If at any time during the last 6 months o1 this Lease there is damage for which the cost to repair exceeds one month's Base Rent,whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at that Time has an exercisable option to extend this Lease or to purchase the Premises,then Lessee may preserve this Lease by, (a)exercising such option and(b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof)needed to make the repairs on or before the earlier of(1)the date which is 10 days after Lessee's receipt of Lessor's written notice purporting to terminate this Lease, or(ii)the day prior to the date upon which such option expires. If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage In insurance proceeds, Lessor shall, at Lessor's commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination nonce and Lessee's option shall be extinguished Initials Initials Page 6 at 12 ©1999-American Industrial Real Estate Association REVISED FORM MTN-2-2/92E (a} r"«^^' ^the FBRi15e6-Raftlal-B2...^,•^ ,,•o•,••••6eE-T6tc 6R-t3F Pkv�ar Whinh-66a5arr;S-ReE-reSPea --- -_.a;-Lag.^,A:1„ ftepii;Gi required for the repair, .,eerie{GR ., demorge-shall-be-abatt; _as iff fee Preol ;s mei" esee the Featal- alas-iRsa'_��^' their :,�.+a=- ^` ^'v form sGF^s-'A sue, Re-11a 4lity--far any-sush-raeHage; do V k+ictien,Fat�ediaiier -Fharem e &halo-Ibe-4-1,saed ,orb;ir AP hiilic;O, QmAr-eG and dealt act ^^ 1.9 a ^ F,^{^^✓^ ^^d _pal __ ^step=`+eFw�itla�, "',-a0-day ^• ^ueY+-ehlioatmen-sh2p-as„nn,-�o�.a may-at�ey time Frier s the carnmeasemaan-ri rush r�p24r-eG-Fe�..,ter2F:3P-EIN^a-...,.�.,,., 1^ �5 --r^"'^•c-,:r�S R-.i�.�.-LsSm�,Thar-25Eea1-RetiG9-ot-I=&&Gec'^ „^fir G,-bWGh repair GF ReStolall I- Fiat GG''rmeRP8d M1V,crnrt iR 20 w20 days dah��el-less-r' ays-folla\n' ..�.:s�.�. th e �l'e=te o ��.�ad {�,, ^ �,^. ^�'�0- ^yr�fMs-6aase-sha7: a--lirr �:.o-R^ffr� T+ r tie r ^ m, of radish; =cc�iFs- g-� T2Fm radish; 2n6e-�j.-. _ 3NR�F31,'^-..k.r...BR�1 {ham,,^"e-t�aR�-te--✓�Y"'Q -" 6h3�'-bEiriade-b-,;a o �o.B. o^Ji'. �."� on6L•-payq.c.,._ made b Lesgets ^ e^a..,ote8f sl;iril, I F-R-3dcfti tFnni spree gemoat i-ef r�^^^'s Rn011 rty Ywft�-�aas-net-b Bar, OF r9 Hot than Oq {^ r.^ ^...a , ^^ r- 9 8 Waive Statutes. Lessor and Lessee agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Premises with respect to the termination of this Lease and hereby waive the provisions of any present or future statute to the extent inconsistent herewith. 10. Real Property Taxes. 10.1 refinition. As used herein, the term "Real Property Taxes" shall include any form of assessment; real estate, general, special, ordinary or e:araordrnary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Project, Lessor's right to other income therefrom, and/or Lessor's business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Protect address and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the Project Is located The term "Real Property Taxes" shall also include any tax, fee, levy, assessment or charge, or any increase therein, imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Project or any portion thereof or a change in the improvements thereon In calculating Real Property Taxes for any calendar year,the Real Property Taxes for any real estate tax year shall be included in the calculation of Real Property Taxes for such calendar year based upon the number of days which such calendar year and tax year have in common. 10.2 Payment of Taxes. Lessor shall pay the Real Property Taxes applicable to the Project, and except as otherwise provided in Paragraph 10.3, any such amounts shall be included in the calculation of Common Area Operating Expenses in accordance with the provisions of Paragraph 4.2. 10.3 Additional Improvements. Common Area Operating Expenses shall not include Real Property Taxes specined in the tax assessor's records and work sheets as being caused by additional improvements placed upon the Project by other lessees or by Lessor for the exclusive enjoyment of such other lessees. Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the time Common Area Operating Expenses are payable under Paragraph 4.2, the entirety of any increase in Real Property Taxes if assessed solely by reason of Alterations, Trade Fixtures or Utliry Installations placed upon the Premises by Lessee or at Lessee's request. 10.= Joint Assessment. If the Building is not separately assessed, Real Property Taxes allocated to the Building shall be an equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be detennined by Lessor from the respective valuations assigned in the assessor's work sheets or such other information as may be reasonably avaiable Lessor's reasonable delermination thereof, in good faith,shall be.conclusive. 10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations,Trade Fixtures,furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee's said property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of a written statement setting forth the taxes applicable to Losses's property. 11, Utilities. Lessee shall pay for all water,gas,heat, light, power,telephone,trash disposal and other utilities and services supplied to the Premises, together with any taxes thereon. Notwithstanding the provisions of Paragraph 4.2, if at any time in Lessor's sole judgment, Lessor determines that Lessee is using a disproportionate amount of water, electricity or other commonly metered utilities, or that Lessee is generating such a large volume of trash as to require an increase in the size of the dumpster and/or an increase in the number or times per month that the dumpster is emptied, then Lessor may increase Lessee's Base Rent by an amount equal to such increased costs. Phit''--Rot-VIDIUmin41y GF by .... t^ ^ , 43446felite-morgrageGr r�, or , e al ^'-a y ,^r, r iROtsnvt-,R thirI GARG ^. Eteirmeeart- -�a gam ^ Rego mr^^vp^a-..Th(z) "I ^^ _ �^�'Iesttr+vrfamWia;t-ass:tJsni!-eDff 22-%-,f-mere.,-thtav bR .,.z..- ,_ nryhlte-a-Fh3nge o,-f�....r 1�'sgarpase. --Tha iRvo{vbFn1m 9;kessee oc-s-eyes-sf-tcaRsast4eas-Wy-Way-ef-aecgif F, -:'.equisliac- Of thisLease or I ^dSE85-35'�etG-R6t'UfS,�4'FlIGk. -e tu^^r 444- b�6a{di 'd-reF',U:>t,�-�i-�M1�,^ nyar-M,Arl Of-L ., , ah amount greater than 25 Of^ ^r, n^, \n erli; as as e^tea M1 at t;ae-lirtie-9i-t-re G;4eR-of-rhk-L�..�t�:�e-am.^ ,ost-:o^ ^rst3R o .��c� �.,r, Rasai ^-,m,stsr r,,,,w,a,eFy-pF�sa;d-traRsaF>Jam�-o< ta+masNeRs-sanstlk+ang-st4sl� , eF+s- :eater �^ �anr;d�cs�a„�^^slgliltri Gf-.th+s. RPPP i^ Lessor-u;a;-With 4ercfi,e .r.^t\n,..t�.,c^c .,.^ ^,�{ .fit, (es; .+ri •Fps)-established_UnderreRerallta;>��.tuctaseaun2R�� eEH69Rt—..e,- _errs^�.rr..., ^f-Lei&^�.fi.6ol.gan-�g�,r�^ rd\ ,^ ^^^. ..,^�`m,.-G! syaett^^ '. 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'«h.. «^^ ht to ' r.^««,^ .y. grea d exists, RGiyy;11,^t.."a'^., may-alrT ^Y- ate%-�;,s,,.-=6,^= ..,�c-s +.,.3m,o.^�any GIP in from I Re&ae_494ha_GGat_3ry_ f134- .;,z1 BYGRt^f. ,.92..1. 1-6808, Option, equi inch ey."1 I ,.,.^;F S�Ak ^ lcla--^r ••a"O:-:gal, �.^^fir.^.., IF,^ IunELOf-^=e Fewded- I,ewe-:,r- sa;lbaf -kT,o:�e-I,^I, ��d-m,^F F.O .rt dgpesk-pi. ham- n�essee-tea.y-o`k �^�1... ^,o .."1,^s of sued q,hless,a . —�1—�%'dt310E-,6OASt{2f✓-f1iFEh�^F^�slgn•••-�,-,�.�.''^I� ^n.,Iti��n�.-.m�GT::eE?aBk{E�956er-E-pFfBr--wflYlfla-6BR&efit: Relics' ` bllb fiT t f ha ,Q,�grt tO GUFe the Befaujt.- ew iF'-gr � �A4RIn_ m and Offset fry-g., and-agains{ ,,=easse blas Gee, 13. Default; Breach: Remedies. 111 Default; 2reach. A"Default" is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A"Breach"is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period. (a) The abandonment of the Premises, or the vacating of the Premises without providing a commercially reasonable level of security, or v✓here the coverage of the property insurance described in Paragraph B 3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism. (b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder,whether to Lessor of to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property,where such failure continues for a period of 3 business days following written notice to Lessee. (C) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (6) the service contracts, fill)the rescission of an unauthorized assignment or subletting, (Iv)an Estoppel Certificate, (v)a requested subordination, (vi)evidence concerning any guaranty and/or Guarantor, (vii)any document requested under Paragraph 41 (easements),or(vil!)any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease,where any such failure continues for a period of 10 days following written-notice to Lessee. (it) A Default by Lessee as to the terms,covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 2.9 hereof, other than those described in subparagraphs 13.1(a), (b)or(c), above, where such Default continues for a period of 30 days after written notice, provided, however,that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion. (a) The occurrence of any of the following events (1) the making of any general arrangement or assignment for the benefit of creditors; (if) becoming a "debtor"as defined in 11 U S C. 5 101 or any successor statute thereto (unless, in the case of a petition filed against Lessee,the same is dismissed within 60 days); (HI) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession is riot restored to Lessee within 30 days; or(iv) the attachment, execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph (a) is contrary to any applicable law, such provision shall be of no force or effect,and not affect the validity of the remaining provisions. (f) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false (g) If the performance of Lessee's obligations under this Lease is guaranteed: (i)the death of a Guarantor, (if)the termination of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (ill)a Guarantor's becoming insolvent or the subject of a bankruptcy filing, (w) a Guarantor's refusal to honor the guaranty, or(v) a Guarantor's breach of its guaranty obligation on an anticipatory basis, and Lessee's failure, within 60 days following written notice of any such event, to provide written alternative assurance or security,which, when coupled with the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease. 13.2 Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of an emergency, wilhout notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies,or governmental licenses, permits or approvals. The costs and expenses of any such performance by Lessor shall be due and payable by Lessee upon receipt of invoice therefor. If any check given to Lessor by Lessee shall not be honored by the bank upon which it is drawn, Lessor, at its option, may require all future payments to be made by Lessee to be by cashier's check. In the event of a Breach, Lessor may,with or witnout further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach: (a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: Q)the unpaid Rent which had been earned at the time of termination; (it)the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided,(iii)the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform Its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises,expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys'fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of Lhis Lease The worth at the time of award of the amount referred to in provision (!it)of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover damages under Paragraph 12. If termination of this Lease Is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful defamer statute stroll also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently,and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute. (b) Continue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor's interests,shall not constitute a termination of the Lessee's right to possession. (c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are located. The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hemect or by reason of Lessee's occupancy of the Premises 13.3 Inducement Recapture. Any agreement for free or abated rent or other charges,or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, Inducement or consideration for Lessee's entering into this Lease, all of which concessions are hereinafter referred to as "Inducement Provisions", shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from. this Lease and of no further forme or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, Given or paid by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cwe of said Breach by Lessee. The acceptance by !cssor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessoi of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance 4a-4- -Late Charges. g^^see i,e+&bv..,.r"^� sees that late P@)'Ri^imt d-5-6Oa, c.f�,R.`atw4f-ca�� _ x--in!Rz-,Psis- Iete�' by CEO-n-aphids. ds. -i*'apesed-ep^oa-�aaa•-�ranr�;�,,,a,--�,'ak,�-.rar.. ^,.I-hi; epsly aN-^b y-Lessor es^ �-.1,i^_9 GID.'` `#aF .R a+a^ EOgay-:equEr^�a,�,�-aF-^^,,��-�as„ee-Lessee-ekkn+ .,ses-,a-one-tswe�-�*�ro-egearc�^sq-,w:A� N �` Ian n Inc TFn N ^ 4n n - +h-,-r^^ le e f , Pegt air,�>�aoanRaF-51'30-wh'..�T�s3:�... Thsrsb7'�gcee-thai-t,ae.� e..-repFeseaksa-fait-aaFixeasa.,ora ^s.F«',rr,^o.o�-r-... _eqsq wi -a6 -yy-rLa^ce^ "fi 1n ^^^-a� f +bs:r0, ^ems,y^by dosoF.Stiii^,✓ifl-RO-aV6RF-EOR51.. � raWO N4"} r, Gptn 9'' h ^r,1 m' ben^,."'i�^,tSB-O,'-air^r9f 0-oYf32F-fight&^^.i, ..a'^ ,t2d-h0u� ..a,,. the -�a,Rt that-a g�-i.. a�hc1�.�,.^_F�F�ef�'B,k^^1,.N fay-,aF�-�,a,�n ^ .-61.-'.c�;�_1-,.u^.saaftse€-@2`^ Rent. .h ,a.:.IYEl6laaA?ge3-am'j-pFOicsiOFF..f,«.^ ^,. 1^ 11..- - Basen.^ r-6ser;option, bes9mo-d�..^ .. a,e�tea�rJy-Irrac-t�4aRoe' 135 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, wnen due as to scheduled I:itials Initials Page 8 of 12 ©'1999-American Industrial Real Estate Association REVISED FORM MTN-2-2/99E payments (such as Base Rent) or within 30 days ing the dale on which it was due for non-schedu�tyment, shall bear interest from the date when due, as to scheduled payments, or the 31st day a was due as to non-scheduled payments.The inter _.("Interest")charged shall be equal to the prime rate reported in the W211 Street Joumal as published closest prior to the date when due plus 4%, but shall not exceed the maximum rate allowed by law. Interest is payable to addition to the potential late charge provided for in Paragraph 13.4. 13.6 Breach by Lessor (a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying wherein such obhgaten of Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion. (b) Performance by Lessee on Behalf of Lessor In the event that neither Lessor nor Lender cures said breach within 30 days after receipt of said notice, or if having commenced said cure they do not dirgeniv pursue it to completion, then Lessee may elect to cure said breach at Lessee's expense and offset from Rent an amount equal to the greater of one month's Base Rent or the Security Deposit, and to pay an excess of sucn expense under protest, reserving Lessee's right to reimbursement from Lessor. Lessee shall document the cost of said cure and supply said documentation to Lessor. 14. Conclem nation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power(collectively"Condemnation"), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs. If more than 10% of the floor area of the Unit, or more than 25% of Lessee's Reservec Parking Spaces, is taken by Condemnation, Lessee may, at Lessee's option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced In proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation for Lessee's relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee,for purposes of Condemnation only,shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation. 'I5. Brokerage Fees WAIVED 3Y BROKER. 45.1 Ada. . ^d''�+.',OR to the-payMGRt6 oti^ed--p ^ o"."gr^phi-0 above,911d-ua!ess1esser 2Ra the P okers ., �gcee-aa-wcrtrag-=�a;�asresthat. (a) if [=ease@ exeFGIGeG @Ry Om'•P"rcar4-i=ssseE�.asga,ra„ro^,-�aa;-a;}T.gLitss,�Pr,� '3r-etper @Rd AnAt... 'H,'^tj •B or..l....r (.q if Lessee remains4r�� .'o.." .9i the PFeR it,the .. n^t of l=eaa , nafte.the -.., of-:,,LS L 25�, B• m-by-agie mtsA eF OP .,r .. @IatJ.^ „12, ^^ ,.. ^ tl.9R, 9 na^I, Pay 3-01-PS-o-fee i d`'_d -� hRL . -..,Of the_o ,fr^..in eff!RPtat be „POf-4II-III th 6 Lease. =mac nn ASSUFri ie� 01.r'Batters. Any buyer .4�{AC 9a25:,PF- foRle"�!n,f#G-L-Ba52-94GL be, dR^MRd-d t9-halG�- J-L2 ,G, ^d Rnpker e4m1 be third r4 hnnni" I,•- 1 10 15 22 andl s'atrsatar Laura tea.-..,=:�-pa.,��^e'aH%$f-�-pins-of�a'.vg^i%p.,�-�, v..vv�--cc-.,,o,�.t!r."i-t`v-ea-�zi am.. ^m.,Tvo^v.Tand-faF-�oH�^'a'gs-fees-(je£ Itlng to this Lease when due, 42n-6144 arnwr^.ta-".114 aPPRe Interest. Is ••ddit!m.�^'•^ ,f I RggOF fall he pay-Ray nFid - .. _.,. ......_.. .._.. ^_^_6ra-:a-- ^^imfd£-aAd-�fzc �i1h}b�fi-M'}l9Ufli5 v. day . .. ..c;d �c.ha!l p^ ,.as-its-@reMnrart�epset-such-amGina�^st�.,.t Rent. -�.,-� "see<.:-€3ruker-sl=all-ti3 d2eWEd�e-I3(..Tq tiq a .t, u.^^,.t',:., r 1r eFeg late by-and/G.lvrm--v-1rvea-R. 1" ^^a �r�-a�r�,t ^;?,�,�as'.�,me^ c4lefliagaRy aek .••�� —=rY Rep ___..._.._.._ and ...__....^..ti--- Or o..,ka-�.a^.,12.^.^�h.p" ... a Le&SeP each.-' p�260Fl4-a.,d-..a'^lt^^t-le^ °��^ et.�',a^,�it-ha= PRy BFSGR firm, bteLo ^r4„der (Gthar than the Q.^L ." if T �,n ^^.. rfirt�i^''^.:'s!o^c�,eastiera-h eFewttTa,. .,�-at' ..�.,4a..,'�--be,,,-rebya��ado„'r�prek�^:^,,,d---^E7-held' t!he-ghtr,Ff1aFn3125S from.-a^.^-d agaiaf-I13b^^To' B-6{afR#.�o�.r.t'-`..amrn ads'^^..GF,i1R(1DF RtIrRPGiRltilerP'}it�y is asen-cif-aa;'-E#sa4rag" a�a"t',.^nixt ^ r,.T„g o. k. atter!Re�s'feas�:-aaa;r�r d-s:,t.`,i:s ,st pereta 16 Estoppel Certificates. (a) Each Party (as "Responding Party")shall within 10 days after written notice from the other Party (the "Requesting Party") execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current "Estoppel Certificate" form published by the American Industrial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party. (b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such '10 day period, the Requesting Party may execute an Estoppel Certificate stating that: (i)the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party's performance,and (iii)if Lessor is the Requesting Party, not more than one month's rent has been paid in.advance. Prospective purchasers and encumbrances may rely upon the Requesting Party's Estoppel Certificate,and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate. (c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the past 3 years. .Air such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth 17 Definition of Lessor. The term "Lessor"as used herein shall mean the owner or owners at the time in question of the fee title to the Premises or, if this is a sublease, of the Lessee's interest in the prior lease. In the event of a transfer of Lessor's title or interest in the Premises or this Lease, Lessor shall deliver to she transferee or assignee (in cash or by credit)any unused Security Deposit held by Lessor. Except as provided in Paragraph 1S, upon such hansfer or assignment and delivery of the Security Deposit, as aforesaid,the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lesser. Subject to the foregoing, the obligations and/or covenants in this Lease to be, performed by the Lessor shall be binding only upon the Lessor as hereinabove defined Notwithstanding the above, and subject to the provisions of Paragraph 20 below, the original Lessor under this Lease,and all subsequent holders of the Lessor's interest in this Lease shall remain liable and responsible with regard to the potential duties and liabilities of Lessor pertaining to Hazardous Substances as outlined in Paragraph 6.2 above is. Severability The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. 19, Days. Unless otherwise specifically indicated to the contrary, the word"days"as used in this Lease shall mean and refer to calendar days. 20 Limitation On Liability. Subject to the provisions of Paragraph 17 above, the obligations of Lessor under this Lease shall not constitute personal obligations of Lessor, the individual partners of Lessor or its or their individual partners, directors, officers or shareholders, and Lessee shall Tool: to the Premises, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Hie individual partners of Lessor, or its or their individual partners,directors, officers or shareholders, or any of their personal assets for such satisfaction, 21 Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease. 22, No Prior or Other Agreements; Broker Disclaimer This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature,quality and character of the Pr,%rmises Elokers have no responsrbd:ty with respect thereto or with respect to any default or breads hereof by eitnei Party. The liability (including cou;costs and attorneys' ides), of any broker with iesper�; to negotiation,execution,delivery Or performance by either Lessor or Lessee under this Lease or any amendment of modification hereto shall be limited to an amount up to the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Broke 's liability shall not be applicable to any gross negligence or willful misconduct of such Broker. 23. Notices. 23 1 Notice Requirements All notices required or permitted by this lease or applicable law shall be in+writing and may be delivered :n person (by hand of by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsirnile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. 1lie addresses noted adjac:nl to a Priny's signature on this Lease shall be that Party's address for dehvery or maiiing of notices, Either Party may by written notice to the other specify a different address for notice, except that upon Lessee's taking possession of the Premises, the Fremrses shall constitute Lessee's address for nonce. A copy of all nutires to Lessor shall be concurrently transmitted to such party or padres at such addresses as Lessor may from Cie to time hereafter designate in writing 23.2 Date of Notice. Any notice sent by registered or certified mail, return receipt requested,shall be deemed given on the date of clehvery shown Initials Initials Page 9 of'12 ©'1999-American Industrial Real Estate Association REVISED PCrRM MTN-2-2199E on the receipt card,or if no delivery date is show postmark thereon. If sent by regular mail the not all be deemed given 48 hours after the same is not mailed with addressed as required herein a pos o prepaid. Notices delivered by United States Expre-, all or overnight courier that guarantee next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices transmitted by facsimile transmission or similar means shall be deemed delivered upon telephone Confirmation of receipt(confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If notice is received on a Saturday,Sunday or legal holiday, it shall be deemed received on the next business day. 24, Waivers. No waiver by Lessor of the Default oi Breach of any term, covenant or condition hereof by Lessee,shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of 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. The acceptance of Rent by Lessor shall not be.a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoevel unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment. 25. Disclosures Regarding The Nature of a Real Estate Agency Relationship (a) When entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction Lessor and Lessee acknowledge being advised by the Broker;in this transaction,as follows: (i) Lessor's Agent. A Lessor's agent Linder a listing agreement with the Lessor acts as the agent for the Lessor only. A Lessor's agent or subagent has the following affirmative obligations To the Lessor: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessor. To the Lessee and the Lessor. (a) Diligent exercise of reasonable skills and care in performance of the agent's duties. (b)A duty of honest and fair dealing and good faith (c)A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to,of witnin the diligent attention and observation of, the Parties An agent is not obligated to reveal to either Party any confidential Information obtained from the otner Party which does not involve the affirmative duties set forth above. (u) Lessee's Agent. An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the Lessor's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor. An agent acting only for a Lessee has the following affirmative obligations To the Lessee: A nduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Lessee. To the Lessee and the Lessor: (a) Diligent exercise of reasonable skills and care in performance of the agent's duties. (b)A duty of honest and fair dealing and good faith. (c)A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (uQ Agent Representing Both Lessor and Lessee. A real estate agent, either acting directly or through one or more associate licenses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the Lessor and the Lessee. In a dual agency situation, the agent has the following affirmative obligations to both the Lessor and the Lessee: (a)A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee. (b) Other duties to the Lessor and the Lessee as stated above in subparagraphs (1) or(it) In representing both Lessor and Lessee, the agent may not without the express permission of the respective Party, disclose to the other Party that the Lessor will accept rent in an amount less than that indicated in the listing or that the Lessee is willing to pay a higher rent than that offered. The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired consult a competent professional. (b) Brokers have no responsibility with respect to any default or breach hereof by either Party. The liabihty (including court costs and attorneys'fees), of any Broker with respect to any breach of duty, error or omission relatmg to this Lease shall not exceed the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker. (c) Buyer and Seller agree to identify to Brokers as"Confidential"any communication or information given Brokers that is considered by such Party to be confidential. 26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over,then the Base Rent shall be increased to 150%of the Base Rent applicable immediately preceding the expration or termination. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee. 27 Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 28. Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context,the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties,but rather according to its fair meaning as a whole, as if both Parties had prepared it. 29. Binding Effect; Choice of Law This Lease shall be binding upon the parties, their personal representatives, successors and assigns and be governed by the laws of the State in which the Premises are located Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located. 30. Subordination;Attornment; Non-Disturbance. 30.1 Subordination This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of foist, or other hypothecation or security device (collectively, "Security Device"), now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as "Lender") shall have no liability or obligation to perform any of the obligations of Lessor under this Lease Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative,dares of the documentation or recordation thereof. 30.2 Attornmem In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Device to which this Lease is subordinated (I) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease,with such new owner for the remainder of the term hereof, or, at the electron of such new owner, this Lease shall automatically become a new Lease between Lessee and such new owner, upon all of the terms and conditions hereof,for the remainder of the term hereof, and (Ii)Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor's obligations hereunder, except that such new owner shall not (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might have against any prior lessor, (c)be bound by prepayment of more than one month:s rent, or (d)pe liable for the return of any security deposit paid to any prior lessor. 30 3 Non-Disturbance. +Nrth respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee's subordination o' this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a "Non-Disturbance Agreement")from the Lender which Non-Disturbance Agreement provides that Lessee's possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and aforns to the record owner of fire Premises. Further, within 60 days after the execution of this Lease,Lessor shall use its commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any preexisting Security Device which is secured by the Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee's option,directPr contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance Agreement 30.4 Self-Executing The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents, provided, however,that, upon written request from Lessor or a Lender In connection with a sale financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination,attornmenl and/or Non-Disturbance Agreement Provided for herein 3'. Attorneys Fees. If arty Party or Broker brings an action r proc-.edmg involving the Premises •whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereaf.ar defined) in any such proceeding, action, of appeal thereon, shall be. entitled to reasonable attorneys'fees. Such fees may be awarded in the same suit or recovered in e separate suit,whether or not such action or proceeding Is pursued to decision or judgment The term, "Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains or defeats the reliel sought, as the case may be, whether by compromise, settlement,judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys'fees award shall not bo computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasenahly incurred. In addition, Lessor shall be entitled to attorneys' fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation). 32, Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter the Premises at any time, in the case or an emergency, and otherwise at reasonable times for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary. All such activities shall be without abatement of rent or Initials Initials Page '10 of 12 ©1999-American Industrial Real Estate Association REVISED FORM MTN-2-2/99E liability to Lessee. Lessor may at any time place on the Premises any ordinary"For Sale"signs and LeWay during the last 6 months of the term hereof place on the Premises any ordinary"For Lease'signs. Lessee may at any time place on the Premises any ordinary"For Sublease"sign. 33, Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's prior written consent. Lessor shall not be.obligated to exercise any standard of reasonableness in determining whether to permit an auction. 34. Signs. Except for ordinary "For Sublease" signs which may be placed only on the Premises, Lessee shall not place any sign upon the Project without Lessor's prior written consent All signs must comply with all Applicable Requirements. 09, Ter ^ • ^•g r—kln}ess-,rya ' .£-bY-LB6sei laB-Garb' ucreadeF-e tpi �,-�s^c,!; tihna110A ;eF rI e66GF£n.o.e@ Gh by 1 9.^,.n Shall «n...^ - &4E faat�as �y ..«£n nr'n@Ry ass or .-,.^..I_ _.n^ •^ sr.�w.,n+�. SBBriRt..F2Bt�^�2..-^w.,. Vti egs"" alas .—ri PR Af G^f'.I Ph ena.«^'nett. 36. Consents Except as otherwise provided herein,wherever in this Lease the consent of a Party is required to an act by or for the other Party,such consent shall not be unreasonably withheld or delayed. Lessor's actual seasonable costs and expenses (including but not limited to architects', attorneys', engineers'and other consultants fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor Lessor's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor's consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination,the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days following such request. "�-r7--�i3331"lRt6F iz-{3te-Asse,.at Liu, end Raq� Such !` n ..nrnF`PhRII f ^^�A-dRF OF-t✓•lm' Lease. 17-2 —peItf ^911as-Rte. B•�.L£sn{leq-eftl3e 1-..^i$vd. e4a44&-GI4 G ..t r and a;@mcF. 2 estf]4...l £-�tl - Itti the m n£.. ^tin ^safi, ( �jRaRG,a„t@teeR ) tin F91 Pea t '.I�n i FaF n�^nni T,nnal�n the-�{draR -,T «,m,r,�lFn ent 38 Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof. 2g. F'pNer+s�#-L e - - may. --2P n« ^F BiT'E}`-efk�sSeF-fb either this .' ,� `�,�e�"" ,the-inn -�. ^.ink'�i?s��' tin^..fin n«.mod-tom, ^ Fr'_ ^ 2^2 assigned o ^�by-an3 i P, �na,-;€-FBq�ested-zy .L.esser-mth-Lti risee�e!3tfi tins-thatk ARFrrPP at tile!e@#sFa9.,r �i Multiple u pt..�v-n-.c-pncTvY.v .. — 46Rs CBRNFNh1Q-FiRti 6 • on^ ^'a F�«�^ 'imp i .,SeeB-F6'iR-UfBaeI3 FFI t� ^.GflGer .,F�eD a Fet,n. the Defoe e f. f-Iir2d��H4f•.Q-lhE- {,' 3Flt'rl- a Fctg� Of ttee'1�. Qfp4GFina eXRm wo ..hP11 .test h e �g £,. ^ ^Fu r ..r. ma.'FF.^«^«^ � '^ a'^fin.+ v..,v..,,, s:--Bi-ti,E--.akFFiq� ^ If--aftBr-..e<.:r-..T:,•,n•d SE=aF.Gr3r, '' �^++� t)'�-•:�� 4 . I^§ ^� �2 peFE , -".4e" - — # e�nai the De,£.^.[te-are� d-�" =�,reaa^t..:ts-a-B+reaG.,-o,'"-� 40. 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. 41 Reservations. Lessor reserves the right (i)to grant,without the consent orjoinder of Lessee,such easements, rights and dedications that Lessor deems necessary, (ii) to cause the recordation of parcel maps and restrictions, and firs) to create and/or install new utility raceways, so long as such easements, rights,dedications,maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premises by Lessee Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights. ?2. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment "under protest" and such payment shall not be regarded as a voluntary payment and there shall survive.the right on the part of said Party to Institute scut for recovery of such sum If k shall be ad;udged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so mur..h thereof as it was not legally required to pay. 43. Authority. If either Partv hereto is a corporation,trust, limited tabriity company, partnership, or similar entity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease.on its behalf Each parry shall,within 30 days after request, deliver to the other party satisfactory evidence of such authority 4d Conflict, Any conflict between the printed provisions of this Lease and the typewritten of handwritten provisions shall be controlled by the typewritten or nandwrltten provisions. 45 Offer. Preparation of this Lease by either party or their agent and subrnission of same to the other Party shall not be deemed an offer to lease to the other party. This Lease is not intended to be binding until executed and delivered by all Parties hereto. 46, Amendments. This Lease may be modified only in writing,signed by the Parties in interest at the time of the modification. As long as they do not materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises 47. Multiple Parties. If more than one person or entity is named herein as either Lessor or Lessee, such multiple Parties shall have joint and several esponslbility to comply with the terms of this Lease. 48. Waiver of Jury Trial. The Parties hereby waive their respective rights to trial by jury in any action or proceeding involving the Property or ansing out of this Agreement. 49. Mediation and Arbitration of Disputes An Addendum requiring the Mediation and/or the.Arbitration of all disputes between the Parties and/or Brokers ansing out of this Lease ❑ is Q is not attached to this Lease. LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN,AND BY THE EXECUTION OF THIS LEASE SHOW THEIR, INFORMED AND VOL.UNT.ARY CONSENT THERETO. THE. PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE ANri EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMSES. ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE'TRANSACTIDN TO WHICH IT RELATES. THE PARTIES ARE URGED TO: 1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX,CONSEQUENCES OF THIS LEASE. RE"FAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO:THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES,THE ZONING OF THE PREMISES,THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY Or"'THE PREMISES FOR LESSEE'S INTENDED USE. WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO E REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED. Initials Irnbals Page 11 of 12 -gr 1990 -) rmerican Industrial Real Estate Association REVISED FORM M i N-2-2/99E The parties hereto have executed this Lease al tfwe and on the dates specified above their respecti Onatures. Executed at: Executed at: on: on. By LESSOR: By LESSEE: DEL MAR PROPERTIES 1, LLC a California — CITY OF PALM SPRINGS ].:invited liability Name Printed. L_vn_nG. Burnett Name Primed Pi/i0 �Y`% �2!1!� Tille: _ Title._ City Manage — . Attest- i Name Printed: Name Printed. ��'- / 'fide: __ Title.-- City Cl Prk Adoress: 1300 Bristol Street No. , #200 _ Address: 2400 N. Palm Canyon Drive #C7 Plewport Beach, CA 92660 Palm Springs CA 92262 Telephone.(714)__- _ 544-7600 Telephone: Facsimile:(714) 544-0200 Facsimile.L-) Federal ID No. — Federal ID No. These forms are often modified to meet changing requirements of law and needs of the industry.Always write or call to make sure you are Wilizmg the most current form:Amencan Industrial Real Estate Association,700 South Flower Street,Suite 600,Los Angeles, CA 90017. (213)687-13777. ©Copyright 1999 6y American Industrial Real Estate Association. All rights reserved. No part of these works may be reproduced in any form without permission in writing. APPROVED AS TO FORM C$#i�At ot-ttey 114- e 0 Initials Initials Page 12 of 12 G�-1989-Anrer[can lad'-nsu lal°ieot Estate,A-visor-iation REVISED FORM MTN-2-2199E SENT BY: LYLE COMMERCIAL; 760 325 1089; JAN-30jo10:05AM; PAGE 2/2 I I -ar rvn U. U, u'm U. U S Uo I II I d f `S i III11f11;1!IIL I IIILi 111 II_._! ; • � �� -YI � w• ' I AI V , o �o \X \ r 181 C fj 1 4 � I Irl 1 .I I ; IJ i 4 �s Poe U At °'• �'� �)r �� VV ! I r N � N JAN-30-01 TUE 10:20 AM FROM:760 325 1089 TO:PSPD ADMINISTRATION PAGE 2