HomeMy WebLinkAboutAbdelmuti Development Company - Norman Weaver, Jr. & Barbara A. Weaver - 2002-01-07p. t)o
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Council/Agency Meeting Held:.
Deferred/Continued to:
Approved ❑ Conditio ffy Ap roved 0,Denied
& • ity CleA,4 Signature
Council Meeting Date: January 7, 2 02
Department ID Number: ED 02-01
CITY OF HUNTINGTON BEACH
REQUEST FOR REDEVELOPMENT AGENCY ACTION
SUBMITTED TO: HONORABLE CHAIRMAN AND REDEVELOPMENT AGENCY
MEMBERS
SUBMITTED BY: RAY SILVER, Executive Directoraw-A
PREPARED BY: DAVID C. BIGGS, Deputy Executive Directtr 1,44
SUBJECT: Approve as to Form the Lease Between Abdelmuti Development
Co. & Norman Weaver, Jr, and Barbara A. Weaver
Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s)
Statement of Issue: The Owner Participation Agreement between the Agency and
Abdelmuti Development Company requires the Agency to review and "Approve As To Form"
all leases within the office space of the Oceanview Promenade building.
Funding Source: Redevelopment Tax Increment.
Recommended Action: Motion to:
1. Approve as to form the attached lease between Abdelmuti Development Company and
Norman Weaver, Jr. and Barbara A. Weaver, husband and wife.
Alternative Action(s): Do not approve the lease as to form.
Analysis: On May 28, 1991, the Agency entered an Owner Participation Agreement (OPA)
with the Abdelmuti Development Company for the Oceanview Promenade building which
was amended in November 1991 to establish the "Guaranteed Rental Rate."
The Agency's obligation is based on the rent collected from office space on the second floor
and one-half of the third floor, approximately 20,300 square feet in total. If actual rents are
less than the guaranteed rate ($1.90 per square foot), the Agency pays the difference (the
"Rent Differential Payment").
The attached lease represents a lease for 2,669 rentable square feet located on the Second
Floor, Suite 220 in the building known as the Oceanview Promenade. The lease term is for
three years beginning February 1,2002 and ending January 31, 2005. The former lease was
with American Express and this lease is going forward with a tenant that is a franchisee of
American Express.
The rate per square foot is $1.95 in Year 1, $ 2.00 in Year 2 and $ 2.05 in Year 3. These
lease rates are above the $1.90 per square foot that was established as the fair market value
in the appraisal commissioned by the Agency in 1999. Therefore, approval of this lease will
help to minimize the Rent Differential Payment.
Environmental Status: MIA
Attachment(s)•
RCA Author:
l�
Lit
LEASE BETWEEN ABDELMUTI DEVELOPMENT COMPANY
AND NORMAN WEAVER, JR. AND BARBARA A.
WEAVER, HUSBAND AND WIFE.
ATTACHMENT #1
`1
OFFICE SPACE I.EASE
between
ABDELMUTI DEVELOPMENT COMPANY,
a California general partnership
ASLANDLORD
and
NORMAN WEAVER, JR. and BARBARA A. WEAVER, husband and wife
AS TENANT
SUITE 220
OCEANVIEW PROMENADE
HUNTINGTON BEACH, CALIFORNIA
267,101492¢OW1
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TABLE OF CONTENTS
Paste
ARTICLE I. PREMISES........................................................................... 3
SECTION 1.I LEASED PREMISES....................................................................... 3
SECTION 1.2 ACCEPTANCE OF PREMISES ...................................................... 3
..................
SECTION 1.3 USE RESERVATIONS.................................................................... 3
SECTION 1.4 BUILDING NAME AND ADDRESS..............................................3
ARTICLEII.
TERM................................................................................. 4
SECTION 2.1
GENERAL........................................................................................ 4
SECTION 2.2
TENDER OF POSSESSION BY LANDLORD ............................... 4
SECTION 2.3
Intentionally Omitted........................................................................4
ARTICLE III.
RENT AND SECURITY DEPOSIT ............................................. 4
SECTION 3.I
BASIC ANNUAL RENT.................................................................. 4
SECTION 3.2
SECURITY DEPOSIT...................................................................... 5
SECTION 3.3
OPERATING EXPENSES............................................................... 5
ARTICLE; IV.
USES................................................................................... 5
SECTION4.1
USE................................................................................................... 5
SECTION 4.2
PROHIBITION AGAINST SOLICITATION AND
OTHER ACTIVITIES WITHOUT THE PERMISSION OF
LANDLORD..................................................................................... 6
SECTION 4.3
EXCLUSIVE CONTROL OVER COMMON AREA......................6
SECTION4.4
SIGNS............................................................................................... 7
ARTICLE V. SERVICES............................................................................ 7
SECTION 5.1 UTILITIES AND SERVICES.......................................................... 7
SECTION 5.2 OPERATION AND MAINTENANCE OF COMMON
FACILITIES...................................................................................... 8
SECTION 5.3 USE OF COMMON FACILITIES ................................................... 8
SECTION 5.4 PARKING......................................................................................... 9
ARTICLE VI.
MAINTENANCE OF THE PREMISES ........................................ 9
SECTION
6.1
TENANT'S MAINTENANCE AND REPAIR ................................ 9
SECTION
6.2
LANDLORD'S MAINTENANCE AND REPAIR .........................10
SECTION
6.3
ALTERATIONS BY LANDLORD................................................10
SECTION
6.4
TENANT'S ALTERATIONS.........................................................
I I
SECTION
6.5
MECHANIC'S LIENS....................................................................
I I
SECTION
6.6
ENTRY AND INSPECTION..........................................................12
SECTION
6.7
Intentionally omitted.......................................................................12
ARTICLE VII. TAXES AND ASSESSMENTS ON TENANT'S PROPERTY ............12
SECTION 7.1 TAXES ON TENANT'S PROPERTY............................................13
ARTICLE VIII. ASSIGNMENT AND SUBLETTING..........................................13
SECTION 8.1 PROHIBITION AND CONSENT..................................................13
SECTION 8.2 NO RELEASE OF TENANT.........................................................14
SECTION 8.3 TRANSFER FEE............................................................................15
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ARTICLE IX. INSURANCE AND INDEMNITY..............................................15
SECTION 9.1
TENANT'S INSURANCE..............................................................15
SECTION 9.2
TENANT'S INDEMNITY..............................................................16
ARTICLE X. DAMAGE OR DESTRUCTION................................................17
SECTION 10.1
RESTORATION.............................................................................17
SECTION 10.2
LANDLORD'S NON-LIABILITY.................................................18
SECTION 10.3
TENANT'S WAIVER.....................................................................19
ARTICLE XI. EMINENT DOMAIN..............................................................19
ARTICLE XII. SUBORDINATION; ESTOPPEL CERTIFICATE ...........................19
SECTION I2.1
SUBORDINATION........................................................................20
SECTION 12.2
ESTOPPEL CERTIFICATE...........................................................20
ARTICLE XIII. DEFAULTS AND REMEDIES.................................................20
SECTION 13.1
TENANT'S DEFAULTS.................................................................20
SECTION 13.2
LANDLORD'S REMEDIES...........................................................21
SECTION 13.3
INTEREST ON TENANTS OBLIGATIONS; LATE
PAYMENTS...................................................................................
23
SECTION 13.4
RIGHT OF LANDLORD TO PERFORM ......................................
24
SECTION 13.5
DEFAULT BY LANDLORD.........................................................
24
SECTION 13.6
EXPENSES AND LEGAL FEES...................................................25
ARTICLE XIV. END OF TERM....................................................................25
SECTION 14.1 HOLDING OVER...........................................................................25
SECTION 14.2 SURRENDER OF PREMISES; REMOVAL OF
PROPERTY.................................................................................... 25
SECTION 14.3 AFFIXED PROPERTY...................................................................25
ARTICLE XV. NOTICES............................................................................26
ARTICLE XVI. RULES AND REGULATIONS.................................................26
ARTICLE XVII. BROKER'S COMMISSION......................................................26
ARTICLE XVIII. TRANSFER OF LANDLORD'S INTEREST.................................27
ARTICLE XIX. INTERPRETATION...............................................................27
SECTION 19.1 GENDER AND NUMBER.............................................................27
SECTION 19.2 HEADINGS.................................................................................... 27
ARTICLE XX. EXECUTION AND RECORDING.............................................27
SECTION 20.1 CORPORATE AUTHORITY......................................................... 27
SECTION 20.2 RECORDING.................................................................................. 27
SECTION 20.3 AMENDMENTS.............................................................................27
ARTICLE XXI. MISCELLANEOUS...............................................................27
SECTION 21.1 NONDISCLOSURE OF LEASE TERMS......................................28
SECTION 21.2 FURNISHING OF FINANCIAL STATEMENTS .........................28
SECTION 21.3 CHANGES REQUESTED BY LENDER ...................................... 28
SECTION 21.4 GOVERNMENTAL REQUIREMENTS........................................28
26710N320-OOC 1
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Page
SECTION
21.5
COVENANTS AND CONDITIONS..............................................28
SECTION
21.6
WORK LETTER.............................................................................29
SECTION
21.7
JOINT AND SEVERAL LIABILITY ............................................
29
SECTION
21.5
SUCCESSORS................................................................................
29
SECTION
21.9
TIME OF ESSENCE.......................................................... :............
29
SECTION
2 1. 10
CONTROLLING LAW..................................................................
29
SECTION
2 1.1I
SEVERABILITY............................................................................
29
SECTION
21.12
RELATIONSHIP OF PARTIES .....................................................
29
SECTION
21.13
INABILITY TO PERFORM...........................................................
30
SECTION
21.14
QUIET ENJOYMENT....................................................................
30
SECTION
21.15
HAZARDOUS WASTE AND MATERIALS................................30
SECTION
2I.16
ENTIRE AGREEMENT.................................................................31
267,b14820.0001
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OFFICE SPACE LEASE
BASIC LEASE PROVISIONS
The foregoing Basic Lease Provisions are presented here and represent the agreement of
the parties hereto, subject to further definition and elaboration in the Additional Lease Provisions
and elsewhere in this Lease. In the event of any conflict between any Basic Lease Provision and
the balance of this Lease, the latter shall control.
I. Tenant's Name: NORMAN WEAVER, JR. and BARBARA A. WEAVER, husband and
wife
2. Premises, including Floor, Suite No. and Rentable Area:
Second Floor, Suite 220, 2,669 rentable square feet.
3. Commencement Date: February 1, 2002.
4. Lease Term: Three (3) years ending January 31, 2005.
5. Basic Annual Rent:
Lease Term Basic Annual Rent
February 1, 2002 - January 31, 2003 $62,460.00 payable at $5,205.00 per month
February 1, 2003 - January 31, 2004 $64,056.00 payable at $5,338.00 per month
February 1, 2004 - January 31, 2005 $65,652.00 payable at $5,471.00 per month
6. Base Year Operating Expense: NIA
7. Space Plan Approval Date: NIA
8. Security Deposit: $5,471.00; payable on execution of Lease.
9. Prepaid Rent: $5,205.00, payable on execution of Lease.
10. Broker(s): None
11. Address for Payments and Notices:
To Landlord: Abdelmuti Development Company
101 Main Street, Suite 400
Huntington Beach, CA 92648
Attn: Mike Abdelmuti
Tel.: (714) 536-6567
u cmr ano EY
267i01 s8:4-0OD:
2152-I.0102/1 1
To Tenant: Norm Weaver & Associates
101 Main Street, Suite 220
Huntington Beach, CA 92648
Tel.: (714) 536-3664
12. Minimum Coverage for Comprehensive General Liability Policy: $2,000,000.00 combined
single limit.
13. Addendum: An Addendum consisting of None (if no Addendum is attached, insert the
word none) numbered paragraphs is attached to and forms a part of this Lease.
14. Rentable Area of Building: Approximately 47,000 rentable square feet.
15. Lease Execution: In witness whereof the parties hereto have executed this Lease,
consisting of the foregoing provisions and of the Additional Lease Provisions and Exhibits
which follow, as of September , 2001.
THIS LEASE SHALL NOT BECOME EFFEC-
TIVE UNTIL EXECUTED BY LANDLORD
AND DELIVERED TO TENANT AND THE
SUBMISSION OF THIS FORM OF LEASE BY
LANDLORD, OR LANDLORD'S AGENT,
DOES NOT CONSTITUTE AN OFFER TO
LEASE. NO EMPLOYEE. OR AGENT OF
LANDLORD OR ANY PERSON WITH WHOM
TENANT MAY HAVE NEGOTIATED THIS
LEASE HAS ANY AUTHORITY TO MODIFY
TILE TERMS HEREOF OR TO MAKE ANY
AGREEMENTS, REPRESENTATIONS OR
PROMISES UNLESS THE SAME ARE
CONTAINED HEREIN OR ADDED HERETO
IN WRITING.
ABDELMUTI DEVELOPMENT COMPANY,
a California general partnership
Ahmad H. Abdelmuti, General Partner
"Landlord"
NORMAN WEAVER, IR.
BARBARA A. WEAVER
"Tenant"
MEMORANDUM OF ACTUAL COMMENCEMENT AND EXPIRATION DATES
Commencement Date: Expiration Date:
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ADDITIONAL LEASE PROVISIONS
ARTICLE 1. PREMISES
SECTION 1.1 LEASED PREMISES. Landlord hereby leases to Tenant and Tenant
hereby hires from Landlord, subject to all the terms and conditions hereinafter set forth, those
certain premises identified in Item 2 of the Basic Lease Provisions and shown in the drawing
attached hereto as Exhibit "A-1" (the "Premises"). The Premises shall also include the non-
exclusive right to use the balcony space contiguous to the office suite. The Premises are located
on the designated floor(s) of that certain office and retail structure constructed on the real
property legally described in Exhibit "A 2" attached hereto. Said office and retail structure is
hereinafter called the "Building". Said real property, the Building, and other related
improvements and such additional buildings, and other related improvements as from time to time
may be constructed upon said real property are hereinafter referred to as the "Project".
SECTION 1.2 ACCEPTANCE OF PREMISES. Tenant acknowledges that neither
Landlord nor any agent of Landlord has made any representation or warranty with respect to the
Premises, the Building and/or the Project, or the suitability or fitness thereof for the conduct of
Tenant's business or for any other purpose, except as set forth in this Lease. The taking of
possession or use of the Premises by Tenant for any purpose other than construction shall
conclusively establish that the Premises, the Building and the Project were at such time in
satisfactory condition and in conformity with the provisions of this Lease in all respects, except as
to any items as to which Tenant shall give Landlord written notice in reasonable detail, which
items shall be limited to any items required to be accomplished by Landlord pursuant to that
certain Work Letter, if any, being executed and delivered by Landlord and Tenant concurrently
with this Lease and attached hereto as Exhibit "B" (the "Work Letter"). Such written notice shall
be given within thirty (30) days after the term of this Lease commences as provided in Article II
below. Failure to submit such written notice in the time provided shall constitute a waiver
thereof. Landlord shall promptly take such action as may be reasonably required to remedy any
actual defects and/or to complete any work of which it is notified as provided above.
SECTION 1.3 USE RESERVATIONS. Tenant acknowledges that the exterior demising
walls of the Premises and the area between the finished ceiling of the Premises and the slab of the
Building floor or roof thereabove and between the finished floor of the Premises and the
foundation or finished ceiling of the portion of the Building therebelow have not been leased to
Tenant. Landlord reserves the use thereof, together with the right to locate or relocate (both
vertically and horizontally), install, maintain, use, repair and replace pipes, utility lines, ducts,
conduits, flues, refrigerant lines, drains, sprinkler mains and valves, access panels, wires and
appurtenant meters or equipment, and structural elements leading through, under or above the
Premises in locations which will not materially interfere with Tenant's use of the Premises.
SECTION 1.4 ' BUILDING NAME AND ADDRESS. Landlord may' adopt any name it
may select for the Building and/or the Project, and Landlord reserves the right to change the
name and/or address of the Building and/or the Project at any time. Tenant shall not use the
name of the Building, the Project or such development for any purpose other than as the address
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of the business to be conducted by Tenant in the Premises, and Tenant shall not acquire any
property right in or to any name which contains said word combination as a part thereof.
ARTICLE II, TERM
SECTION 2.1 GENERAL. The term of this Lease shall be for the period shown in Item
4 of the Basic Lease Provisions, commencing on the commencement date as shown in Item 3 of
the Basic Lease Provisions (the "Commencement Date"). If the Commencement Date is other
than the date as shown in Item 3 of the Basic Lease Provisions, within five (5) days following the
d.-termination of the Commencement Date, the parties shall execute a supplement in the form
attached hereto as Exhibit "A-30, stating the Commencement Date and the expiration date of the
term of this Lease. This Lease is conditioned upon approval by the Redevelopment Agency of the
City of Huntington Beach (the "Agency"). Notwithstanding that Tenant has taken possession or
is in occupancy of Premises, should the Agency not approve this Lease, the Lease shall
automatically become null and void.
SECTION 2.2 TENDER OF POSSESSION BY LANDLORD. If Landlord, for any
reason whatsoever, cannot deliver possession of the Premises to Tenant on or about the
Commencement Date, this Lease shall not be void or voidable, nor shall Landlord be liable to
Tenant for any loss or damage resulting therefrom.
SECTION 2.3 Intentionally Omitted.
ARTICLE III. RENT AND SECURITY DEPOSIT
SECTION 3.1 BASIC ANNUAL RENT.
(a) Tenant shall pay the basic annual rent for the Premises in the total amount,
but payable in the equal monthly installments, shown in Item 5 of the Basic Lease Provisions, due
and payable on the first day of each month in advance, commencing on the Commencement Date
and continuing throughout the term of this Lease, except that if the Commencement Date occurs
on a day other than the first day of a month, then the rent payable hereunder shall be prorated on
a daily basis and the rent for the partial month following the Commencement Date shall be
payable on the first day of the term of this Lease. No demand, notice or invoice shall be
required. Tenant shall receive a credit against the first installment or installments of minimum
rental payable under this Section 3.1 in an amount equal to the prepaid rent specified in Item 9 of
the Basic Lease Provisions. All rents and other sums payable by Tenant to Landlord under this
Lease shall be paid to Landlord, without offset or deduction, in lawful money of the United States
of America at the address for Landlord shown in Item 11 of the Basic Lease Provisions, or to
such other person or at such other place as Landlord may from time to time designate in writing.
' (b) As used herein "Lease Year" shall be a period of twelve (12) consecutive
months commencing on the first full calendar month during the lease term; provided that the first
Lease Year shall also include any partial calendar month following the Commencement Date.
(c) Intentionally Omitted.
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(d) Intentionally Omitted.
(e) In the event that at any time during the term of this Lease, any
governmental law, rule or regulation prohibits or postpones in whole or in part any increase in the
rent or in the payment of other sums payable by Tenant hereunder to be made pursuant to this
Lease, then, and in either of such events, such increase or payment shall be made to the
maximum extent permissible by law at the time provided in this Lease, and/or at any time or
times thereafter such increase or payment, or.any portion thereof, may lawfully be made and any
such increase in rent, or any portion thereof, or other sums payable hereunder, or portions
thereof, the payment of which has been so prohibited or postponed, shall thereafter become due
and payable to the maximum extent and at the earliest time or times permitted by law.
SECTION 3.2 SECURITY DEPOSIT. Tenant has deposited with Landlord the sum
stated in Item 8 of the Basic Lease Provisions, to be held by Landlord as security for the full and
faithful performance of every Lease provision to be performed by Tenant. If Tenant defaults with
respect to any provision of this Lease, including, but not limited to, the provisions relating to the
payment of rent, Landlord may (but shall not be required to) use, apply or retain all or any part of
this security deposit for the payment of any rent or other sum in default, or for the payment of
any other amount which Landlord may spend or become obligated to spend by reason of Tenant's
default or to compensate Landlord for any other loss or damage which Landlord may suffer by
reason of Tenant's default to the full extent permitted by law. If any portion of said deposit is so
used or applied, Tenant shall, within five (5) days after written demand therefor, deposit cash
with Landlord in an amount sufficient to restore the security deposit to its original amount.
Landlord shall not be required to keep this security deposit separate from its general funds, and
Tenant shall not be entitled to interest on such deposit. If Tenant shall perform every provision of
this Lease to be performed by it, the security deposit or any balance thereof shall be returned to
Tenant (or, at Landlord's option, to the last assignee of Tenant's interest hereunder) within thirty
(30) days after the expiration of the Lease term, provided that Landlord may retain the security
deposit until such time as any amount due from Tenant in accordance with any provision hereof
has been determined and paid in full.
SECTION 3.3 OPERATING EXPENSES. Tenant is not obligated to pay any additional
sums with respect to common area maintenance expense, building maintenance expense or any
other expense except as may be specifically set forth in this Lease.
ARTICLE IV. USES
SECTION 4.1 USE. Tenant shall use and occupy the Premises for general office
purposes only and for no other use or purpose without the prior written consent of Landlord,
which consent Landlord may withhold in its sole and absolute discretion. Tenant shall not use or
occupy tre Premises in violation or in conflict with any "Governmental Requirement" (defined
below) but shall, at Tenant's expense, promptly comply with all present -and future laws,
ordinances, statutes, including without limitation the Americans with Disabilities Act, orders,
rules, restrictions, regulations and requirements of all governmental authorities having jurisdiction
over the Premises whether or not the same is substantial, foreseen or unforeseen, ordinary or
extraordinary, or whether the same shall necessitate Tenant making structural changes or
267.014820-0001
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improvements to the Premises or interfere with the use and enjoyment of the Premises (herein
collectively, "Governmental Requirements"). Tenant shall not do or permit anything to be done
in or about the Premises which will in any way obstruct or interfere with the rights of other
tenants or occupants of the Project or of property adjacent to the Project, or injure or annoy them,
or use or allow the Premises to be used for any improper, immoral, unlawful or objectionable
purpose, nor shall Tenant cause, maintain or permit any nuisance or commit any waste in, on or
about the Premises or the Project. Without limiting the generality of the foregoing, Tenant shall
not (i) obstruct or store anything in the common areas (including service or exit corridors), (ii)
place a load upon any floor of the Premises which exceeds the floor load per square foot which
such floor was designed to carry, or (iii) permit any objectionable sound or odors to carry outside
the Premises. In particular, Tenant agrees that business machines and mechanical equipment used
by Tenant which cause vibration or noise that may be transmitted to any other portion of the
Building, to such a degree as to be reasonably objectionable to Landlord or to any occupant, shall
be placed and maintained by Tenant at its expense in setting of cork, rubber or, spring -type
vibration isolators sufficient to eliminate such vibrations or noise. Tenant shall not do or permit
to be done anything which will invalidate or increase the cost of any insurance policy(ies)
covering the Building, the Premises, the Project and/or property located therein and shall comply
with all applicable insurance underwriters rules, orders, regulations and requirements of the
Pacific Fire Rating Bureau or other applicable organization performing a similar function. Tenant
shall promptly upon demand reimburse Landlord for any additional premium charged for such
policy(ies) by reason of Tenant's failure to comply with the provisions of this Section, but such
reimbursement shall not be construed as curing Tenant's default for failing to comply with the
provisions, of this Section. Tenant shall not, under any circumstances, allow alcoholic beverages
to be served or consumed within any portion of the Premises.
SECTION 4.2 PROHIBITION AGAINST SOLICITATION AND OTHER ACTIVITIES
WITHOUT THE PERMISSION OF LANDLORD. Tenant hereby delegates to Landlord full
power, authority and control to regulate, in accordance with the rules and regulations attached
hereto as Exhibit "C" and/or from time to time adopted pursuant to Article XVI and/or to prohibit
the entrance to the Premises, the Building and/or the Project of all vendors, suppliers, surveyors,
petitioners and others deemed objectionable by Landlord. In the event said persons are guests or
invitees of Tenant, Tenant shall notify Landlord of this fact. No such person shall be permitted
to enter upon the Project, the Building and/or the Premises unless and until such person shall
have executed Landlord's standard entry permit and Landlord shall have determined, in its sole
and absolute discretion and judgment, that such person's activities will not disturb other tenants,
their customers or invitees or distract from the use of the Building and/or the Premises for their
intended purposes. Tenant agrees that Landlord may prohibit and exclude, in whole or in part,
vendors of sandwiches and other food items from the Building, as Landlord may elect, in
Landlord's sole and absolute discretion.
SECTION 4.3 EXCLUSIVE CONTROL OVER COMMON- AREA. It is expressly
agreed and understood that control over all uses of the "Common Facilities" (defined in Section
5.2 below) shall reside with and be solely exercisable by Landlord in its sole and absolute
discretion. Said areas shall not be available for use by Tenant, except as herein expressly
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provided, nor by vendors, surveyors, petitioners and others without the express written consent of
Landlord, which Landlord may withhold in its sole and absolute discretion.
SECTION 4.4 SIGNS. Tenant may not affix a sign to the exterior surface of the suite
front or any other part of the exterior or interior surface of the Building. Except with the prior
written approval of Landlord, which approval may be withheld in Landlord's sole discretion,
Tenant shall not place or allow to be placed, erected or maintained any sign, decal, placard,
name, insignia, trade name, decoration, flashing, moving or hanging lights, lettering, or any other
descriptive words or advertising matter of any kind or description (herein collectively, "sign" or
"signs") on any exterior door, wall, window, surface or roof of the Premises or of the Building or
on the glass of any window or door of the Building, or in any deck or balcony area included
within the Premises or on any sidewalk or other location outside the Building, or within any
entrance to the Premises. If Tenant places or causes to be placed or maintained any of the
foregoing without Landlord's prior approval, the same may be removed by Landlord at Tenant's
expense without notice and without such removal constituting a breach of this Lease or entitling
Tenant to claim damages on account thereof. If Tenant places or causes to be placed or
maintained any of the foregoing with Landlord's prior approval, Tenant shall maintain the same in
good condition and repair at Tenant's sole cost and expense.
ARTICLE V. SERVICES
SECTION 5.1 UTILITIES AND SERVICES. Subject to the provisions set forth below,
Landlord shall furnish to the Premises electricity through a separate meter billed directly to
Tenant. Tenant shall pay for replacement of all fluorescent fixtures and bulbs as required.
Landlord shall furnish water for drinking, cleaning and lavatory purposes only, but if
Tenant requires, uses or consumes water for any purpose in addition to ordinary drinking,
cleaning and lavatory purposes, of which fact Tenant constitutes Landlord to be the sole judge.
Landlord may install a water meter and thereby measure Tenant's water consumption for all
purposes. Tenant shall pay Landlord for the cost of the meter and the cost of the installation
thereof, and for consumption throughout the duration of Tenant's occupancy. Tenant shall keep
said meter and installed equipment in good working order and repair at Tenant's own cost and
expense, in defauI[ of which Landlord may cause such meter to be replaced, repaired and collect
the cost thereof from Tenant.
To the extent any utility service to the Premises is separately metered or billed to Tenant,
Tenant shall pay all charges for such utility service to the Premises. If any such charges are not
paid when due, Landlord may pay the same, and any amount so paid by Landlord shall thereupon
become due to Landlord from Tenant as additional rent. If Landlord shall elect to furnish any
utility services to the Premises, Tenant shall purchase its requirements thereof from Landlord so
long as the rates charged therefor by Landlord do not exceed those which Tenant would be
required to pay if such services were furnished it directly by a public utility.
Landlord shall not be liable for any failure to furnish any of the services or utilities
described in this Section 5.1 when such failure is caused by accidents, breakage, repairs, strikes,
lockouts, other labor troubles or disputes, governmental water, energy or other conservation
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programs or any other governmental requirements, action or inaction, moratorium or other cause
beyond Landlord's reasonable control. Landlord may take into consideration the availability of
energy resources and prudent energy conservation practices, including participation in any energy
conservation association or other arrangements for voluntary cut -back, load shedding and the like.
No failure to furnish any of such service or utilities shall entitle Tenant to any damages, relieve
Tenant of the obligation to pay the full rent reserved herein or constitute or be construed as a
constructive or other eviction of Tenant. Tenant shall comply with all rules and regulations which
Landlord may reasonably establish for the proper functioning and protection of the air
conditioning, heating, elevator, plumbing and electrical systems. Landlord shall at all reasonable
times have free access to all mechanical installations of Landlord, including, but not limited to,
the air conditioning equipment and vents, fans, ventilating and machine rooms and electrical
closets.- If there is any failure, stoppage or interruption in said utilities and/or services, Landlord
shall use reasonable diligence to correct the same, repairs and/or corrections that are the
responsibility of a public or private utility company, excepted.
SECTION 5.2 OPERATION AND MAINTENANCE OF COMMON FACILITIES.
Landlord shall operate and maintain during the term of this Lease all common facilities within the
Building and the Project. The term "Common Facilities" shall mean all areas within the Project
which are not held, or designated by Landlord to be held, for exclusive use by persons entitled to
occupy space in the Project. The Common Facilities shall include, without limiting the generality
of the foregoing, driveways, truckways, delivery passages, loading docks, sidewalks, ramps,
landscaped and planted areas, exterior stairways and balconies, hallways and interior stairwells
not located within the premises of any tenant, common entrances and lobbies, mezzanines,
elevators, bus stops, retaining walls, restrooms not located within the premises of. any tenant,
lighting fixtures, Building and/or Project identification signs, irrigation systems and controllers,
drains and sewers.
SECTION 5.3 USE OF COMMON FACILITIES. The use and occupancy by Tenant of
the Premises shall include the use of the Common Facilities in common with Landlord and with
all others for whose convenience and use the Common Facilities have been or may hereafter be
provided by Landlord, subject, however, to rules and regulations for the use thereof as prescribed
from time to time by Landlord pursuant to Article XVI below. Landlord shall operate, manage,
equip, light, repair, clean and maintain the Common Facilities in such manner as Landlord may in
its sole discretion determine to be appropriate. Landlord shall at all times during the term of this
Lease have the sole and exclusive control of all Common Facilities, and may at any time and from
time to time during the term hereof restrain any use or occupancy thereof, except as authorized by
such rules and regulations, as may be changed from time to time. Tenant shall keep said
Common Facilities free and clear of any obstructions related to Tenant's operations. If, in the
opinion of Landlord, unauthorized persons are using any of said Common Facilities by reason of
the presence of Tenant in the Building, Tenant, upon demand of Landlord, shall restrain such
unauthorized use by appropriate proceedings. Nothing herein shall affect the right of Landlord at
any time to remove any such unauthorized persons or obstructions. Landlord may temporarily
close any Common Facility for repairs or alterations as provided in Section 6.2 below, to prevent
a dedication thereof or the accrual of prescriptive rights therein, or for any other reason deemed
sufficient by Landlord.
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k.)
SECTION 5.4 PARKING.
(a) Tenant acknowledges that no parking areas are provided at the Project and
that Tenant may use the parking structure provided by the City of Huntington Beach located near
the Project. Tenant acknowledges that the availability of parking and the rates charged for
parking are subject to change and are not within Landlord's control. Not by way of limitation of
the foregoing, Landlord hereby advises Tenant that on June 7, 1999, the Agency and the City of
Huntington Beach (the "City") .approved and the Agency entered into a Disposition and
Development Agreement (the "DDA") with CIM Group, LLC ("CIM"), which provides for the
development of a large mixed -use retail, office, and hotel project within most of the remaining
portions of the two -block area bounded by Pacific Coast Highway, Main Street, Walnut Avenue,
and Sixth Street excluding the Building. According to the information available to Landlord, the
proposed CIM project has not received all of the required City discretionary development
approvals and the exact location, size, configuration, and mix of uses has not been finalized. As
currently planned, however, the CIM project would eliminate virtually all of the surface parking
that is currently available to the public on the proposed CIM project site. The current plan calls
for the development of a subterranean public parking structure to serve both CIM's proposed Uses
and other existing and future public uses, but the amount of subterranean parking to be provided
has not been finally determined and may be significantly less than the amount needed to
accommodate CIM's own needs, without taking into account existing uses in the area. Landlord
cannot predict if or when the CIM project will commence construction, but Landlord is aware that
the City/Agency has made statements indicating that construction may continence as early as
2002. If construction does proceed, in all likelihood the existing surface parking will be
eliminated for a substantial period of time before the subterranean parking is completed and
available. Landlord makes no warranties or representations with regard to the CIhi project.
Tenant may obtain further information regarding the CIM project from David Biggs, the
City/Agency's Economic Development Director, at (949) 536-5909, or from other appropriate
City/Agency officials and employees.
(b) In the event that any parking surcharge or regulatory fee, however
designated, should be imposed upon or levied or assessed against the Project, or any portion
thereof. by any governmental agency or authority pursuant to the "Clean Air Act", or any plan
implemented pursuant to such Act or any enactment amendatory or in substitution thereof, or
pursuant to any other governmental act or decree, Landlord may recover such fees as additional
rent. The foregoing parking provisions are subject to any governmental regulations which limit
parking or otherwise seek to encourage the use of carpools, public transit or other alternative
transportation forms.
ARTICLE VI. MAINTENANCE OF THE PREMISES
SECTION 6.1 TENANT'S MAINTENANCE AND REPAIR.
(a) Tenant at its sole cost and expense shall make all repairs necessary to keep
the Premises in good order and repair and in a safe, clean, sanitary, orderly and attractive
condition. All repairs shall be at least equal in quality to the original work, shall be made only by
a licensed, bonded contractor approved in advance by Landlord and shall be made only at such
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time or times as shall be approved by Landlord. Landlord may impose reasonable restrictions and
requirements with respect to such repairs including, without limitation, those applicable to
Tenant's alterations as set forth in Section 6.4.
(b) Tenant, at its sole cost and expense, shall install and maintain fire
extinguishers within the Premises and other fire protective devices as may be required from time
to time by Landlord, by any agency having jurisdiction and/or by the insurance underwriters
insuring the Premises.
SECTION 6.2 LANDLORD'S MAINTENANCE AND REPAIR.
(a) Landlord shall keep and maintain in good repair the roof (including the
structural integrity thereof}, foundations, footings, th.e exterior surfaces of the exterior walls , the
HVAC system for the Premises and any utility facilities, and the electrical and mechanical
systems iii the Building, reasonable wear and tear excepted, except to the extent such repair is
Tenant's responsibility under Section 6.1 above or the responsibility of a public or private utility
company and except that Tenant at its expense shall make any such repairs relating to the act or
negligence of Tenant, its agents, employees, invitees, licensees or contractors. Landlord shall not
be liable for any failure to make any repairs or to perform any maintenance unless such failure
shall persist for an unreasonable time after written notice of the need for such repairs or
maintenance is given to Landlord by Tenant.
(b) Except as provided in Section 10.1 and Article XI below, there shall be no
abatement of rent and no liability of Landlord by reason of any injury to or interference with
Tenant's business arising from the making of any repairs, alterations or improvements in or to
any portion of the Project or the Building, including the Premises, or in or to the fixtures,
appurtenances and equipment therein; provided, however, that in making such repairs, alterations
or improvements, Landlord shall interfere as little as reasonably practicable with the conduct of
Tenant's business in the Premises.
SECTION 6.3 ALTERATIONS BY LANDLORD.
(a) Landlord reserves the right at any time, and from time to time, to make
changes in or to the Building and the fixtures and equipment thereof, to make alterations or
additions to any building within the Project, to construct other buildings (including free standing
buildings) and improvements within the Project, to enlarge or reduce the Project and to make
alterations therein or additions thereto, or to any part thereof, to build additional stories on any
building or buildings within the Project, to construct decks, subterranean or elevated parking
facilities, and to sell or lease any part of the land comprising the Project for the construction
thereon of buildings, which may or may not be part of the Project. Landlord reserves the right at
any time to change the size, configuration, shape, number and extent of the Common Facilities,
or any .of them, all as Landlord may deem necessary or desirable in its sole discretion. No such
change described in this Section 6.3(a) shall entitle Tenant to any abatement of rent or other claim
against Landlord; provided, however, such changes or alterations shall not deprive Tenant of
reasonable access to or use of the Premises.
267)914820-oCa1
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(b) As a material inducement to Landlord's entering into this Lease, Tenant
expressly waives and releases any rights it may have whether granted by statute or otherwise, to
make repairs at Landlord's expense, including, but not limited to, its rights as contained in
Sections 1941, 1941.1 and 1942 of the California Civil Code.
SECTION 6.4 TENANT'S ALTERATIONS. Tenant shall not make alterations,
additions or improvements to the Premises nor any repairs, replacements or restorations to the
Premises in excess of TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.00) without the
prior written consent of Landlord. Landlord may impose, as a condition to such consent, such
requirements as Landlord, in its sole discretion, may deem reasonable or desirable, including, but
not limited to, a requirement that all work be covered by a surety bond in favor of Landlord,
guaranteeing the completion of such work free and clear of all subcontractors', mechanics' and
materialmen's liens (which bond shall be satisfactory to Landlord) and requirements as to the
manner, time and contractor or contractors as to or by which such work shall be done.
Notwithstanding the foregoing, no improvements may be made that would diminish the value of
the Premises and, in addition, no improvements may be made to any mechanical or utility system,
the exterior walls or the roof of the Premises, nor may any improvements of a structural nature be
made without Landlord's approval, which approval may be withheld in Landlord's sole and
absolute discretion. In no event shall Tenant make or cause to be made any penetration through
the roof or the floor of the Premises without the prior written approval of Landlord, which
approval may be withheld in Landlord's sole and absolute discretion. Any requirements of the
York Letter applicable to any initial construction work performed by or under Tenant shall also
be applicable to any such alterations, additions and/or improvements. All alterations made by
Tenant shall be in accordance with all Governmental Requirements and to the extent Tenant's
alterations trigger alterations or other modifications within the Building or Project, such
alterations or other modifications shall be performed by Landlord at the expense of Tenant. Any
request for Landlord's consent to such work shall be made in writing and shall contain three (3)
sets of architectural plans and specifications (with square footages) describing such work in detail
reasonably satisfactory to Landlord. No such plans and specifications or any material change
thereto shall be submitted for approval to any federal, state, county or local government or other
governmental agency or association prior to Landlord's review and approval of same. Failure of
Landlord to respond to such request within thirty (30) days shall be deemed a denial of such
request. Plans and specifications and governmental applications shall become the property of
Landlord upon the termination or expiration of this Lease and shall be turned over to Landlord by
Tenant upon Landlord's request therefor. Unless Landlord otherwise agrees in writing, all such
alterations, additions or improvements affixed or built into the Premises (but excluding moveable
trade fixtures and furniture) shall become the property of Landlord as provided in Section 14.3
below, and shall be surrendered with the Premises, as a part thereof, at the end of the Lease term,
except that Landlord may, by written notice to Tenant given at least thirty (30) days prior to the
end of the Lease term, require Tenant to remove all or any portion of any alterations, decorations,
additions, improvements and the like installed by Tenant, 'and to repair, or at Landlord's option,
to pay all costs relating to any damage to the Premises arising from such removal. -
SECTION 6.5 MECHANIC'S LIENS. Tenant shall keep the Premises free from any
liens arising out of any work performed, materials furnished, or obligations incurred or alleged to
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have been incurred by, for or under Tenant. In the event that Tenant shall not, within twenty (20)
days following the imposition of any such lien (but in any event before an action is filed to
foreclose such lien), cause the same to be released of record by payment or posting of a proper
bond, Landlord shall have, in addition to all other remedies provided herein and by law, the right
(but not the obligation) to cause the same to be released by such means as it shall deem proper,
including payment of or defense against the claim giving rise to such lien. All sums paid by
Landlord and all expenses incurred by it in connection therewith shall create automatically an
obligation of Tenant to pay an equivalent amount, together with interest thereon at the rate
provided in Section 13.3 below, from the date paid by Landlord as additional rent, which
additional rent shall be payable by Tenant on Landlord's demand. Tenant shall give Landlord no
less than twenty (20) days' prior notice in writing before commencing the construction of any
building;, structure or other improvement on the Premises or of any substantial repairs,
alterations, additions, replacements or restorations in and about the Premises so that Landlord
may post and maintain such notices of non -responsibility or other notices on the Premises as
Landlord deems necessary for protection from such liens.
SECTION 6.6 ENTRY AND INSPECTION. Landlord shall at all times have the right
to enter the Premises to inspect the same, to post notices of non -responsibility, to alter, improve
or repair the Premises or any other portion of the Building, as otherwise permitted hereunder, all
without being deemed to have evicted Tenant and without abatement of rent and may for that
purpose erect scaffolding and other necessary structures and store materials, supplies and tools
where reasonably required by the character of the work to be performed, provided that the
business of Tenant shall be interfered with as little as is reasonably practicable. If during the last
month of the term hereof, Tenant shall have removed substantially all of Tenant's property and
personnel from the Premises, Landlord may enter the Premises and repair, alter and redecorate
the same, without abatement of rent and without liability to Tenant, and such acts shall have no
effect on this Lease. Tenant hereby waives any claim for damages or abatement of rent for any
injury, inconvenience to or interference with Tenant's business, loss of occupancy or quiet
enjoyment of the Premises, and any other loss occasioned thereby; provided, however, this
provision shall not excuse Landlord for its own gross negligence or willful misconduct. As used
in this Lease, the term "gross negligence" shall mean the failure to perform a manifest duty in
reckless disregard of the consequences as affecting the life or property of another. Landlord shall
have the right to use any and all means which Landlord may deem proper to open said doors in an
emergency in order to obtain entry to the Premises, and any entry to the Premises obtained by
Landlord by any of said means shall not under any circumstances be construed or deemed to be a
forcible or unlawful entry into, or a detainer of, the Premises, or any eviction of Tenant from the
Premises or any portion thereof. During the last one hundred eighty (180) days of the lease term,
or when an uncured default on the part of Tenant exists hereunder, Landlord may, at all
reasonable times, enter the Premises for the purpose of displaying the Premises to prospective
tenants.
SECTION 6.7 Intentionally omitted.
ARTICLE VII. TAXES AND
ASSESSMENTS ON TENANT'S PROPERTY
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SECTION 7.1 TAXES ON TENANT'S PROPERTY.
(a) Tenant shall be liable for and shall pay at least forty (40) days before
delinquency, all taxes and assessments levied -against all fixtures, furnishings, equipment and
other personal property of Tenant located in or about the Premises, and when possible, Tenant
shall cause said fixtures, furnishings, equipment and other personal property to be assessed and
billed separately from the real property of which the Premises form a part. If any such taxes on
Tenant's personal property or trade fixtures are levied against Landlord or Landlord's property
and if Landlord pays the same (which Landlord shall have the right to do regardless of the validity
of such levy), or if the assessed value of Landlord's property is increased by the inclusion therein
of a value placed upon such personal property or trade fixtures of Tenant and if Landlord pays the
taxes based upon such increased assessment, Tenant shall pay to Landlord the taxes so levied
against Landlord or the proportion of such taxes resulting from such increase in the assessment.
(b) If the tenant improvements in the Premises, whether installed and/or paid
for by Landlord or Tenant and whether or not affixed to the real property so as to become a part
thereof, are assessed for real property tax purposes at a valuation higher than the valuation at
which tenant improvements conforming to Landlord's building standards in other space in the
Building are assessed, then the real property taxes and assessments levied against Landlord or
Landlord's property by reason of such excess assessed valuation may, at Landlord's option, be
deemed to be taxes levied against personal property of Tenant and shall, under such
circumstances, be governed by the Provisions of Section 7.1(a) above.
(c) Upon request, Tenant agrees to provide receipts, cancelled checks or other
documents reasonably requested by Landlord to confirm Tenant's payment of any taxes and/or
assessments payable by Tenant directly to the taxing authority under this Lease.
ARTICLE VIII. ASSIGNMENT AND SUBLETTING
SECTION 8.1 PROHIBITION AND CONSENT.
(a) Tenant shall not, either voluntarily or involuntarily, by operation of law or
otherwise, assign, sublet, sell, encumber, pledge or otherwise transfer all or any part of the
Premises or Tenant's leasehold estate hereunder, or permit the Premises to be occupied by anyone
other than Tenant or Tenant's employees, without Landlord's prior written consent in each
instance. Any assignment or subletting which is not in compliance with this Article VIII shall be
void and, at the option of Landlord, shall constitute a default by Tenant under this Lease and
entitle Landlord to terminate this Lease. Consent by Landlord to one or more assignments of this
Lease or to one or more sublettings of the Premises shall not operate to waive Landlord's rights
under this Article VIII. The voluntary or involuntary surrender of this Lease by Tenant or a
mutual cancellation hereof_ shall not work a merger, and shall, at the option of Landlord,
terminate all or any existing subleases or subtenancies or shall operate as an assignment to
Landlord of such subleases or subtenancies. If Tenant is a corporation which, under the then
current guidelines published by the Commissioner of Corporations of the State of California, is
not deemed a public corporation, or is an unincorporated association or partnership, the transfer,
assignment or hypothecation of any stock or interest in such corporation, association or
247.T 14821M1 -13
215221.01 a12110-rot
partnership in the aggregate in excess of twenty-five percent (25 %) or such lesser interest as may
constitute a controlling interest, shall be deemed an assignment within the meaning and provisions
of this Section.
(b) If Tenant desires at any time to assign this Lease or to sublet the Premises
or any portion thereof, it shall first notify Landlord of its desire to do so and shall submit in
writing to Landlord (i) the name of the proposed subtenant or assignee; (ii) the nature of the
proposed subtenant's or assignee's business to be carried on in the Premises; (iii) the terms and
provisions of the proposed sublease or assignment; (iv) such financial information as Landlord
may reg7aest concerning the proposed subtenant or assignee; and (v) such information as Landlord
may request regarding the business experience concerning the proposed subtenant or assignee
during the preceding five (5) years.
(c) At any time within thirty (30) days after Landlord's receipt of the
information specified in subparagraph (b) above, Landlord may, by written notice to Tenant, elect
to (i) consent to the subletting or assignment upon the terms and to the subtenant or assignee
proposed, subject to any conditions deemed appropriate by Landlord, as determined in its
reasonable discretion, including, but not limited to, the condition that Tenant pay to Landlord
upon receipt any and all amounts (a) by which the basic rent and additional rent paid by such
subtenant exceeds the sum of the rent and additional rent to be paid by Tenant to Landlord for
such space under this Lease, or (b) of profit received ty Tenant from such assignee; (ii) refuse to
give its consent, (iii) sublease the Premises or the portion thereof so proposed to be subleased by
Tenant or take an assignment of Tenant's leasehold estate hereunder or such part thereof as shall
be specified in said notice upon the same terms (excluding terms relating to purchase of personal
property, the use of Tenant's name or the continuation of Tenant's business) as those offered to
the proposed subtenant or assignee, as the case may be; or (iv) terminate this Lease as to the
portion (including all) of the Premises so proposed to be subleased or assigned with a
proportionate abatement in the rent payable hereunder, effective as of the date of the proposed
sublease or assignment. If the Lease is partially terminated as to the portion of the Premises
proposed to be assigned or subleased, a proportionate abatement will be made in the rent payable
hereunder effective upon the last to occur of: (a) the date Tenant installs a partition wall satisfying
Landlord's reasonable requirements, separating such portion of the Premises from the balance of
the Premises, which partition wall shall be completed by Tenant at Tenant's sole cost and expense
within sixty (60) days of such election by Landlord, or (b) the effective date of the partial
termination of this Lease. If Landlord consents to such assignment or subletting, Tenant may
within ninety (90) days after the date of Landlord's consent, enter into a valid assignment or
sublease of the Premises or portion thereof upon the terms and conditions described in the
information required to be furnished by Tenant to Landlord pursuant to Section 8.1(b) above, or
upon other terms not more favorable to Tenant; provided, however, that any material change in
such terms shall be subject to Landlord's consent as provided in this Section 8.1. Failure of
Landlord to exercise any option set forth in clauses (i) through (iv) above within the thirty (30)
day period for Landlord's notice shall be deemed refusal of Landlord to consent to the proposed
subletting or assignment.
SECTION 8.2 NO RELEASE OF TENANT. No subletting or assignment, even with
the consent of Landlord, shall relieve Tenant of its obligation to pay the rent and to perform all of
26 ,0148-0-0001
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the other obligations to be performed by Tenant hereunder. Each assignee or transferee, other
than Landlord, shall assume, as provided above, all obligations of Tenant under this Lease and
shall be and remain liable jointly and severally with Tenant for the payment of the rent, and for
the due performance of all the terms, covenants, conditions and agreements herein contained on
Tenant's part to be performed for the term of this Lease. No assignment shall be binding on
Landlord unless such assignee or Tenant shall deliver to Landlord a counterpart of such
assignment which contains a covenant of assumption by the assignee satisfactory in substance and
form to Landlord, consistent with the requirements of this Article VIll, but the failure or refusal
of the assignee to execute such instrument of assumption shall not release or discharge the
assignee from its liability as set forth above. The acceptance of any payment due hereunder by
Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision
of this Lease or to be a consent to any assignment or subletting.
SECTION 8.3 TRANSFER FEE. If Landlord consents to an assignment, sublease or
any other transfer by Tenant of all or a portion of Tenant's interest under this Lease, Tenant shall
pay, or cause to be paid, in each case a transfer fee of SEVEN HUNDRED FIFTY DOLLARS
($750.00) in connection with the processing, documentation and other administrative costs
thereof, along with Landlord's reasonable attorneys' fees incurred in connection therewith.
ARTICLE IX. INSURANCE AND INDEMNITY
SECTION 9.1 TENANT'S INSURANCE.
(a) Tenant hereby agrees to maintain in full force and effect at all times during
the term of this Lease, at its own expense, for the protection of Tenant, Landlord and such other
parties as Landlord may from time to time designate, as their interests may appear, policies of
insurance issued by a carrier rated as A+10, or better, in the latest edition of Best's Insurance
Guide (or a comparable rating in a comparable guide selected by Landlord, if Best's Insurance
Guide is no longer published) which afford the following coverages:
(i) Worker's Compensation (including broad form all states): Statutory
(ii) Comprehensive General Liability Insurance, including Blanket
Contractual Liability, Broad Form Property Damage, Personal Injury, Completed
Operations, Products Liability, Fire, Legal Liability: Not less than amount stated
in Item 12 of Basic Lease Provisions.
(iii) So-called "All -Risk Insurance" including without limitation Fire and
Extended Coverage, Vandalism and Malicious Mischief, and Sprinkler Leakage
Insurance, in an amount sufficient to cover the full cost of replacement of all
improvements and betterments to the Premises made by or on behalf of Tenant
(except to the extent installed'by Landlord, at Landlord's expense, pursuant to the
Work Letter) and all of Tenant's fixtures and other personal property.
(b) Tenant shall deliver to Landlord and to such other named insureds
designated by Landlord at Ieast thirty (30) days prior to the time such insurance is first required to
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be carried by Tenant, and thereafter at least twenty (20) days prior to expiration of such policy,
certificates of insurance evidencing the above coverage with limits not less than those specified
above. Such certificates, with the exception of Worker's Compensation, shall name Landlord and
such other parties as Landlord may designate as additional insureds and shall expressly provide
that the interest of same therein shall not be affected by any breach by Tenant of any policy
provision for which such certificates evidence coverage. Further, all certificates shall expressly
provide that 1) no less than thirty (30) days prior written notice shall be given Landlord and such
other named insureds in the event of material alteration to or cancellation of the coverages
evidenced by such certificates and 2) such coverage evidenced by the certificate is primary and
that any coverage carried by Landlord and such other named insureds shall be excess and non-
contributory with respect to any policies carried by Tenant.
(c) Upon demand, Tenant shall provide Landlord, at Tenant's expense, with
such increased amount of existing insurance, and such other insurance in such limits, as Landlord
may reasonably require and such other hazard insurance as the nature and condition of the
Premises may require in the sole reasonable judgment of Landlord, to afford Landlord and
additional insureds designated by Landlord adequate protection for said risks.
(d) Landlord makes no representation that the limits of liability specified to be
carried by Tenant under this Article IX, are adequate to protect Tenant against Tenant's
undertaking under this Lease, and in the event Tenant believes that any such insurance coverage
called for under this Lease is insufficient, Tenant shall provide at its own expense, such additional
insurance as Tenant deems adequate.
(e) Landlord and Tenant hereby release the other -from any and all liability
from or to the other party of every kind and nature which may result from the perils of fire,
lightning or extended coverage perils which cause damage on or to the Premises, the Building
and/or property within the Building owned by it, such waiver to include situations where the
negligence of one of the parties hereto or his agent, servant or representative causes or contributes
to the occurrence or the result of damage.
(f) Insurance carried by Tenant against loss or damage by fire or other casualty
shall contain a clause whereby the insurer waives its right of subrogation against Landlord.
Tenant shall also obtain and furnish evidence to Landlord of the waiver by Tenant's worker's
compensation carrier of any right of subrogation against Landlord.
(g) The policy of insurance required to be maintained by Tenant pursuant to
Section 9.1(a)(ii) shall include coverage of Tenant's indemnity in favor of Landlord as provided in
Section 9.2 below.
SECTION 9.2 TENANT'S INDEMNITY. Tenant shall defend, indemnify and hold
harmless Landlord, its 'agents, and any and all affiliates of Landlord, including, without
limitation, any corporation or other entities controlling, controlled by or under common control
with Landlord, from and against any and all claims or Iiabilities arising from Tenant's use or
occupancy of the Premises, the Building, the Project or the Common Facilities or the conduct of
its business or from any activity, work, or thing done, permitted or suffered by Tenant in or about
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the Premises, the Building, the Project and the Common Areas, and shall further defend,
indemnify and hold harmless Landlord, its agents and affiliates against and from any and all
claims or Iiabilities arising from any breach or default in the performance of any obligation on
Tenant's part to be performed hereunder, or arising from any act or negligence of Tenant, or of
its agents, employees, visitors, patrons, guests, invitees or licensees, including vendors, servicing
Tenant at its request, and from and against all costs, attorneys' fees, expenses and liabilities
incurred in or about any such claims or liabilities or any actions or proceedings brought thereon.
Notwithstanding the foregoing, Tenant shall not be Iiable for damage or injury occasioned by the
gross negligence or willful misconduct of Landlord or its designated agents, servants or
employees, unless covered by insurance Tenant is required to provide. This obligation to
indemnify shall include Tenant's payment of reasonable attorneys' fees and investigation costs and
all . other reasonable costs, expenses and liabilities incurred or suffered by Landlord from
Landlord's receipt of the first notice that any claim or demand is to be made or may be made.
Landlord may, at its option, require Tenant to assume Landlord's defense in any action covered
by this Section 9.2 through counsel satisfactory to Landlord. As used in this Lease, the term
"gross negligence" shall mean the failure to perform a manifest duty in reckless disregard of the
consequences as affecting the life or property of another.
ARTICLE X. DAMAGE OR DESTRUCTION
SECTION 10.1 RESTORATION.
(a) In the event the Building is damaged by fire or other perils covered by
extended coverage insurance to an extent not exceeding twenty-five percent (25 J) of the full
insurable value thereof and if the damage thereto is such that the Building may be repaired,
reconstructed or restored within a period of ninety (90) days from the date of the happening of
such casualty and Landlord will receive insurance proceeds sufficient to cover the cost of such
repairs, Landlord shall commence and proceed diligently with the work of repair, reconstruction
and restoration and the Lease shall continue in full force and effect. If such work of repair,
reconstruction and restoration is such as to require a period longer than ninety (90) days or
exceeds twenty-five percent (25 %) of the full insurable value thereof or if said insurance proceeds
will not be sufficient to cover the cost of such repairs, Landlord may either elect to so repair,
reconstruct or restore and this Lease shall continue in full force and effect, or Landlord may elect
not to repair, reconstruct or restore and the Lease shall in such event terminate. Under any of
said conditions, Landlord shall give written notice to Tenant of its intention within ninety (90)
days of the occurrence of such damage. In the event Landlord elects not to restore the Building,
this Lease shall terminate on the date thirty (30) days following the date Tenant receives
Landlord's written notice indicating Landlord's election to terminate.
(b) In the event the Premises or the Building is damaged or destroyed to the
extent of more than ten percent (10%) of its replacement cost by a casualty not covered by a
standard fire and extended coverage policy of fire insurance, Landlord may elect to terminate this
Lease on the date thirty (30) days following Tenant's receipt of Landlord's written notice of
Landlord's election to terminate this Lease. If such damage or destruction is not to such extent,
or if Landlord does not elect to terminate this Lease following such damage, Landlord shall
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commence and proceed diligently with the work of repair, reconstruction and restoration and this
Lease shall continue in full force and effect.
(c) In the event of any casualty damage, the rental provided to be paid under
this Lease shall be abated proportionately in the ratio which the Premises are rendered unusable
from the date of destruction through the period of such repair, reconstruction or restoration unless
(i) the Premises were unusable for a period of three (3) business days or less, or (ii) the damage is
due to the fault or neglect of Tenant, its agents or employees. Tenant shall not be released from
any of its obligations under this Lease except to the extent and upon the conditions expressly
stated in this Section 10.1.
(d) If the then existing laws do not permit the restoration described in this
Section 10.1, Landlord may terminate this Lease by giving written notice to Tenant, in which
event this Lease shall terminate thirty (30) days following Tenant's receipt of such notice.
(e) Notwithstanding anything to the contrary contained in this Article, Landlord
shall not have any obligation whatsoever to repair, reconstruct or restore the Premises or any
portion of the Building when the damage occurs during the last twenty-four (24) months of the
term of this Lease or any extension thereof.
(f) No damages, compensation, or claim shall be payable by Landlord by reason
of any injury to or interference with Tenant's business or property arising from any damage or
destruction or the making of any repairs, alterations or improvements in or to any portion of the
Building or the Premises or in or to fixtures, appurtenances and equipment therein.
(g) Landlord's obligation to repair, reconstruct or restore Tenant's leasehold
improvements in the Premises shall be Iimited to those leasehold improvements originally
installed at Landlord's expense; the repair and restoration of any other leasehold improvements
shall be promptly performed by Tenant, at Tenant's sole cost and expense, subject to the
requirements of Section 6.4 applicable to Tenant's alterations to the Premises.
SECTION 10.2 LANDLORD'S NON -LIABILITY. Landlord shall not be liable to
Tenant, and Tenant hereby waives all claims against Landlord for any injury or damage to any
person or property in or about the Premises, the Building or the Project from any cause
whatsoever, except to the extent caused by the gross negligence or willful misconduct by
Landlord, its agents or employees. Specifically, Landlord or its agents or employees shall not be
liable for any damage to property entrusted to Landlord's employees in the Building, nor for loss
of or damage to any property by theft or otherwise, nor for any injury or damage to persons or
property by loss or interruption of business or loss of income resulting from the following causes,
except to the extent caused by the gross negligence or willful misconduct of Landlord, its agents,
servants or employees; fire, explosion, falling piaster, steam, gas, electricity, water or rain which
may leak or flow from or into any part of the Premises or from the breakage, leakage, obstruction
or other defects of the pipes, sprinklers, wires, appliances or plumbing or air-conditioning or
electrical works therein, whether such damage or injury results from conditions arising in the
Premises or in other portions of the Building, or from other sources. Neither Landlord nor its
agents shall be liable for interference with the light or other incorporeal hereditaments, nor shall
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Landlord be liable for damages from any latent defect in the Premises, the Building or the .
Project. Tenant shall give prompt notice to Landlord in case of fire or accidents in the Premises
or in the Building and of defects therein or in the fixtures or equipment.
Tenant understands that Landlord will not carry insurance of any kind on Tenant's
furniture or furnishings, fixtures or equipment, and that Landlord shall not be obligated to repair
any damage thereto or replace the same.
SECTION 10.3 TENANT'S WAIVER. With respect to any damage which Landlord is
obligated to repair or elects to repair, Tenant, as a material inducement to Landlord entering into
this Lease, irrevocably waives and releases its rights under the provisions of Section 1932(2) and
1933(4) of the California Civil Code and all comparable statutes or rules of law now or hereafter
in effect.
ARTICLE XI. EMINENT DOMAIN
If the whole of the Premises or so much thereof as to render the balance unusable by
Tenant shall be taken under power of eminent domain or if so much of the Building or of the
Common Facilities is/are taken under power of eminent domain as, in Landlord's reasonable
judgment, prevents or substantially impairs the use of the Building for the uses and purposes then
being made or proposed to be trade by Landlord of the Building, this Lease shall automatically
terminate as of the date of such condemnation, or as of the date possession is taken by the
condemning authority, whichever is earlier. No award for any partial or entire taking shall be
apportioned, and Tenant hereby assigns to Landlord any award which may be made in any taking
or condemnation affecting the Premises or any portion of the Project, together with any and all
rights of Tenant 'now or hereafter arising in or to the same or any part thereof, provided,
however, that nothing contained herein shall be deemed to give Landlord any interest in or to
require Tenant to assign to Landlord any award made to Tenant for the taking of personal
property and trade fixtures belonging to Tenant and/or for the interruption of or damage to
Tenant's business.
In the event of a partial taking of any portion of the Premises which does not result in a
termination of this Lease, the basic annual rent shall be reduced in proportion to the part of the
Premises taken, taking into account any restoration and repair by Landlord.
No temporary taking of the Premises and/or of Tenant's rights therein or under this Lease
shall terminate this Lease or give Tenant any right to any abatement of rent hereunder. Any
award made by reason of any such temporary taking shall belong entirely to Landlord and shall be
applied by Landlord against the rent and the other obligations of Tenant hereunder when such rent
and other obligations first accrue.
Except as provided above; any award or damages payable in connection with a taking of
the Building and/or the Project, or any portion thereof, under the power of eminent domain shall
belong entirely to Landlord and Tenant shall have no right or interest therein.
ARTICLE XII. SUBORDINATION; ESTOPPEL CERTIFICATE
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W221.at.1zr1omi
SECTION 12.1 SUBORDINATION. On request of Landlord, Tenant will in writing
subordinate its rights hereunder to the lien of any first mortgage or first deed of trust now or
hereafter in force against the Premises and to all advances made or hereafter to be made upon the
security thereof, in the form required by the holder of such mortgage or deed of trust. In the
event any proceedings are brought for foreclosure, or in the event of the exercise of any power of
sale under any mortgage or deed of trust made by Landlord covering the Premises, Tenant shall
attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the
Landlord under this Lease.
SECTION 12.2 ESTOPPEL CERTIFICATE. Tenant shall, at any time and from time to
time, within ten (10) days' after notice from Landlord, execute, acknowledge and deliver to
Landlord a statement in writing (i) certifying that this Lease is unmodified and in full force and
effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so
modified, is in full force and effect) and the dates to which basic annual rental, additional rent and
other charges have been paid in advance, if any, (ii) acknowledging that, to Tenant's knowledge,
there are no uncured defaults on the part of Landlord hereunder, or specifying such defaults if any
are claimed, (iii) certifying that Tenant has no existing offsets and no right of offset against
Landlord, and (iv) certifying that Tenant has accepted possession of the Premises. Any such
statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion
of the Premises, Building and/or Project.
ARTICLE XIII. DEFAULTS AND REMEDIES
SECTION 13.1 TENANT'S DEFAULTS. The occurrence of any one or more of the
following events shall constitute a default hereunder by Tenant:
(a) The abandonment or vacation of the Premises by Tenant.
(b) The failure by Tenant to make any payment of basic annual rent or
additional rent required to be made by Tenant hereunder, as and when due, where such failure
shall continue for a period of three (3) days after written notice thereof from Landlord to Tenant;
provided, however, that any such notice shall be in Iieu of, and not in addition to, any notice
required under California Code of Civil Procedure Section llbl et seq. For purposes of these
default and remedies provisions, the term "additional rent" shall be deemed to include all amounts
of any type whatsoever other than basic annual rent to be paid by Tenant pursuant to the terms of
this Lease.
(c) Use of the Premises for any purpose other than as authorized in this Lease.
(d) Assignment or sublease of this Lease or of any interest therein by Tenant,
either voluntarily or by operation of law (including transfer by testacy or intestacy), whether by
judgment, execution, or other means, without the prior written consent of Landlord.
(e) The failure or inability by Tenant as may be determined by Landlord to
observe or perform any of the express or implied covenants or provisions of this Lease to be
observed or performed by Tenant, other than those specified in (a) through (d) above, where such
2611314 D-0001
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failure shall continue for a period of fifteen (15) days after written notice thereof from Landlord
to Tenant; provided, however, that any such notice shall be in lieu of, and not in addition to, any
notice required under California Code of Civil Procedure Section 1161 et seq.
(0 (i) The making by Tenant of any general assignment for the benefit of
creditors; (ii) a case is commenced by or against Tenant under Chapters 7, 11 or 13 of the
Bankruptcy Code, Title 11 of the United States Code as now in force or hereafter amended and if
so commenced against Tenant, the same is not dismissed within sixty (60) days; (iii) the
appointment of a trustee or receiver to take possession of substantially all of Tenant's assets
located at the Premises or of Tenant's interest in this Lease, where possession is not restored to
Tenant within thirty (30) days; (iv) the attachment, execution or other judicial seizure of
substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease,
where such seizure is not discharged within thirty (30) days; or (v) Tenant's convening of a
meeting of its creditors or any class thereof for the purpose of effecting a moratorium upon or
composition of its debts.
SECTION 13.2 LANDLORD'S REMEDIES.
(a) In the event of any default by Tenant, then, in addition to any other
remedies available to Landlord at law or in equity, Landlord may exercise the following
remedies:
(i) Landlord may terminate this Lease and all rights of Tenant
hereunder by giving written notice of such termination to Tenant. In the event that
Landlord shall so elect to terminate the Lease, then Landlord may recover from
Tenant:
The worth at the time of award of the unpaid rent, charges, and additional
rent which had been earned as of the date of the termination hereof;
The worth at the time of award of the amount by which the unpaid rent and
additional rent which would have been earned after the date of the termination
hereof until the time of award exceeds the amount of such rental loss that Tenant
proves could have been reasonably avoided;
The worth at the time of award of the amount by which the unpaid rent,
charges, and additional rent for the balance of the term hereof after the time of
award exceeds the amount of such rental loss that Tenant proves could be
reasonably avoided;
Any other amount necessary to compensate Landlord for all the detriment
proximately caused by .Tenant'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 brokerage commissions, necessary repair,
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renovation and alteration of the Premises, reasonable attomeys' fees, expert
witness costs, and any other reasonable costs; and
Any other amount which Landlord may by law hereafter be permitted to
recover from Tenant to compensate Landlord for the detriment caused by Tenant's
default. As used in subparagraphs (i) and (ii) above, the "worth at the time of
award" shall be computed by allowing interest at the maximum rate permitted by
law.
As used in subparagraph (iii) above, the "worth at the time of award" shall be computed by
discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the
time of award plus one percent (1!), but not in excess of ten percent (10%) per annum.
(ii) Pursue the remedy. described in California Civil Code Section
1951.4 and continue this Lease in effect without terminating Tenant's right to
possession even though Tenant has breached this Lease and abandoned the
Premises and to enforce all of Landlord's rights and remedies under this Lease, at
law or in equity, including the right to recover the rent as it becomes due under this
Lease; provided, however, that Landlord may at any time thereafter elect to
terminate this Lease for such previous breach by notifying Tenant in writing that
Tenant's right to possession of the Premises has been terminated.
(iii) Nothing in this Article XIII shall be deemed to affect Tenant's
indemnity of Landlord, for liability or liabilities based upon occurrences prior to
the termination of this Lease for personal injuries or property ' damage under the
indemnification clause or clauses contained in this Lease. Such covenants of
indemnification shall survive the termination of this Lease.
(iv) In the event of default by reason of any of the events stated in
subparagraph (0 of Section 13.1 above, this Lease or any interest in and to the
Premises shall not become an asset in any of such proceedings and, in any such
event and in addition to any and all rights or remedies of the Landlord hereunder or
by law provided, it shall be lawful for the Landlord to declare the term hereof
ended and to re-enter the Premises and take possession thereof and remove all
persons therefrom, and Tenant and its creditors (other than Landlord) shall have no
further claim thereon or hereunder.
(b) Landlord shall be under no obligation to observe or perform any covenant
of this Lease on its part to be observed or performed which accrues after the date of any default
by Tenant hereunder. In any action for unlawful detainer commenced by Landlord against Tenant
by reason of any default hereunder, the reasonable rental value of the Premises for the period of
the unlawful detainer shall be deemed to be the amount of the basic annual rent and additional rent
reserved in this Lease for such period, unless Landlord or Tenant shall prove to the contrary by
competent evidence. The various rights, powers and remedies reserved to Landlord herein, and
those rights, powers and remedies of Landlord under any other agreement now or hereafter in
force between Landlord and Tenant, including those not specifically described herein, shall be
:67.014820-M Z -22-
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tJ �
cumulative, and, except as otherwise provided by California statutory law in effect at the time,
Landlord may pursue any or all of such rights and remedies, at the same time, or otherwise.
(c) No delay or omission of Landlord to exercise any right or remedy shall be
construed as a waiver of any such right or remedy or of any default by Tenant hereunder. The
acceptance by Landlord of rent or any additional rent hereunder shall not be (i) a waiver of any
preceding breach or default by Tenant of any provision thereof, other than the failure of Tenant to
pay the particular rent or any additional rent accepted, regardless of Landlord's knowledge of
such preceding breach or default at the time of acceptance of such rent or additional rent, or (ii) a
waiver of Landlord's right to exercise any remedy available to Landlord by virtue of such breach
or default. No payment by Tenant or receipt by Landlord of a lesser amount than the rent herein
stipulated shall be deemed to be other than on account of the earliest due stipulated rent, nor shall
any endorsement or statement on any check or any letter accompanying any check or payment as
rent be deemed an accord and satisfaction, and Landlord shall accept such check or payment
without prejudice to Landlord's right to recover the balance of such rent or pursue any other
remedy in this Lease provided. Tenant hereby waives any right of redemption or relief from
forfeiture under California Code of Civil Procedure Sections 1174 or 1179, or under any other
present or future law, in the event Tenant is evicted or Landlord takes possession of the Premises
by reason of any default by Tenant hereunder. No act or thing done by Landlord or Landlord's
agents during the term of this Lease shall be deemed an acceptance of a surrender of the
Premises, and no agreement. to accept a surrender shall be valid unless in writing and signed by
Landlord. No employee of Landlord or of Landlord's agents shall have any power to accept the
keys to the Premises prior to the termination of this Lease, and the delivery of the keys to any
such employee shall not operate a termination of this Lease or a surrender of the Premises.
SECTION 13.3 INTEREST ON TENANT'S OBLIGATIONS; LATE PAYMENTS.
(a) Any installment of rent due under this Lease or any other sum not paid to
Landlord when due (other than interest) shall bear interest at the maximum rate allowed by law
from the date such payment is due until paid, provided, however, that the payment of such
interest shall not excuse or cure the default.
(b) Tenant hereby acknowledges that the late payment by Tenant to Landlord of
rent and other sums due hereunder will cause Landlord to incur costs not contemplated by this
Lease, the exact amount of which will be extremely difficult to ascertain. Such costs may
include, but are not limited to, administrative, processing and accounting charges, and late
charges which may be imposed on Landlord by the terms of any mortgage or trust deed covering
the premises. Accordingly, if any installment of rent or any other sum due from Tenant shall not
to received by Landlord or Landlord's designee within five (5) days after the date due, then
Tenant shall pay to Landlord, in addition to the interest provided above, a late charge in the
amount of five percent (5 `k) of the delinquent installment of rent. The parties agree that such late
charge represents a fair and reasonable estimate of the cost Landlord will incur by reason of late
payment by Tenant. Acceptance of such late charge by Landlord shall in no event constitute a
waiver of Tenant's default with respect to such overdue amount, nor prevent Landlord from
exercising any of the other rights and remedies granted hereunder.
2:521-1.0102110MI
(c) Following each second consecutive late payment of rent, Landlord shall
have the option (i) to require that beginning with the first payment of rent next due, rent shall no
longer be paid in monthly installments but shall be payable quarterly three (3) months in advance
and/or (ii) to require that Tenant increase the amount, if any, of the security deposit required
under Section 3.2 as listed in Item 9 of the Basic Lease Provisions by one hundred percent
(100! ), which additional security deposit shall be retained by Landlord, and may be applied by
Landlord, in the manner provided in Section 3.2.
SECTION 13.4 RIGHT OF LANDLORD TO PERFORM. All covenants and
agreements to be performed by Tenant under any of the terms of this Lease shall be performed by
Tenant at Tenant's sole cost and expense and without any abatement of rent. If Tenant shall fail
to pay any sum of money, other than rent, required to be paid by it hereunder or shall fail to
perform any other act on its part to be performed hereunder, or to provide any insurance or
evidence of insurance to be provided by Tenant, and such failure shall continue beyond any
applicable grace period set forth in Section 13.1, then in addition to any other remedies provided
herein, Landlord may, but shall not be obligated so to do, and without waiving or releasing
Tenant from any obligations of Tenant, make any such payment or perform any such act on
Tenant's part to be made or performed as provided in this Lease or to provide such insurance.
Any payment or performance of any act or the provision of any such insurance by Landlord on
Tenant's behalf shall not give rise to any responsibility of Landlord to continue making the same
or similar payments or performing the same or similar acts. All costs, expenses and other sums
incurred or paid by Landlord in connection therewith, together with interest at the maximum rate
permitted by law from the date incurred or paid by Landlord shall be deemed to be additional rent
hereunder and shall be paid by Tenant with and at the same time as the next monthly installment
of basic annual rent hereunder, and any default therein shall constitute a breach of the covenants
and conditions of this Lease.
SECTION 13.5 DEFAULT BY LANDLORD. Landlord shall not be deemed to be in
default in the performance of any obligation required to be performed by it under this Lease
unless and until it has failed to perform such obligation within thirty (30) days after written notice
by Tenant to Landlord, and to any mortgagee or beneficiary of a deed of trust with an interest in
any encumbrance affecting Landlord's interest in the Premises, specifying in reasonable detail the
nature and extent of any such failure; provided, however, that if the nature of Landlord's
obligation is such that more than thirty (30) days are required for its performance, then Landlord
sliall not be deemed to be in default if it commences such performance within such thirty (30) day
period ar.d thereafter diligen:Iy prosecutes the same to completion. If, after notice to Landlord of
default, Landlord fails to cure such default as provided herein, then Tenant shall have the right to
cure such default at Landlord's expense. Tenant shall not have the right to terminate this Lease
or to withhold, reduce or offset any amount against any payments of basic annual rent or any
other charges due and payable hereunder, and Tenant's remedy shall be limited to damages and/or
an injunction. It is expressly understood and agreed to that any money judgment resulting from
any default or other claim arising under this Lease shall be satisfied only out of the rents, issues,
profits or other income ("Income") actually received from the operation of the Building and no
other real, personal or mixed property of Landlord (the term "Landlord" for purposes of this
Section only shall mean any and all partners, both general and/or limited, if any, which comprise
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Landlord), wherever situated, shall be subject to levy on any such judgment obtained against
Landlord and whether or not such Income is sufficient for the payment of such judgment, Tenant
will not institute any further action, suit, claim or demand, in law or in equity, against Landlord
for or on the account of such deficiency. Tenant hereby waives, to the extent waivable under
law, any right to satisfy said money judgment against Landlord except from Income received by
Landlord for the operation of the Building.
SECTION 13.6 EXPENSES AND LEGAL FEES. If Tenant or Landlord shall bring any
action for any relief against the other, declaratory or otherwise, arising out of or under this Lease,
including any suit by Landlord for the recovery of rent or possession of the Premises, the
prevailing party shall be entitled to recover its attorney's fees and costs, including without
limitation, expert witness fees, photocopying, facsimile, messenger and postage costs, in
connection with such suit, and such attorney's fees and costs shall be deemed to have accrued on
the commencement of such action and shall be paid whether or not such action is prosecuted to
judgment.
ARTICLE XIV. END OF TERM
SECTION 14.1 HOLDING OVER. This Lease shall terminate and become null and
void without further notice upon the expiration of the term herein specified, and any holding over
by Tenant after such expiration shall not constitute a renewal or extension hereof or give Tenant
any rights under this Lease, except when in writing signed by both parties hereto or as otherwise
herein provided. ' If Tenant shall hold over for any period after the expiration of the Lease term,
Landlord may, at its option, treat Tenant as a tenant at sufferance only commencing on the first
(1st) day following the expiration of this Lease and subject to all of the terms and conditions
herein contained, except that the basic annual rent, and monthly installments thereof, shall be one
hundred fifty percent (150%) of that payable at the date of expiration.
SECTION I4.2 SURRENDER OF PREMISES; REMOVAL OF PROPERTY. Upon
the expiration of the term of this Lease, or upon any earlier termination of this Lease, Tenant
shall quit and surrender possession of the Premises to Landlord in as good order, condition and
repair as when received or as hereafter may be improved by Landlord or Tenant, reasonable wear
and tear and repairs which are Landlord's obligation excepted, and shall, without expense to
Landlord, remove or cause to be removed from the Premises all debris and rubbish, all furniture,
equipment, and trade fixtures, free-standing cabinet work and other articles of any other persons
claiming under Tenant unless Landlord exercises its option to have any subleases or subtenancies
assigned to it. Tenant shall repair all damage to the Premises resulting from such removal, which
repair shall include the patching and filling of holes and repair of structural damage. In the event
that Tenant shall fail to comply with the provisions of this Section 14.2, Landlord may make such
repairs and the cost thereof shall be additional rent payable by Tenant upon demand. If requested
by Landlord, Tenant shall execute, acknowledge and deliver to Landlord an instrument in writing
releasing and quitclaiming to Landlord all right, title and interest of Tenant in and to the Premises
by reason of this Lease or otherwise.
SECTION 14.3 AFFIXED PROPERTY. All fixtures, equipment, alterations, additions,
improvements and/or appurtenances attached to or built into the Premises prior to or during the
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215221.01 212110,101
term hereof, whether by Landlord at its expense or at the expense of Tenant or both, shall be and
remain part of the Premises and shall belong to Landlord unless otherwise expressly provided for
in this Lease or unless such removal is required by Landlord pursuant to the provisions of Section
6.4 hereof. Such fixtures, equipment, alterations, additions, improvements and/or appurtenances
shall include, without limitation, floor coverings, drapes, paneling, molding, built-in cabinets,
doors, vaults, (exclusive of vault doors), plumbing, electrical communications and lighting
systems, silencing equipment, all fixtures and outlets for the systems mentioned above and for all
telephone, radio, telegraph and television purposes, and any special flooring or ceiling
installations.
ARTICLE XV. NOTICES
Any notice, election, demand, consent, approval or other communication to be given or
other document to be delivered by either party to the other hereunder may be delivered in person
to an officer or duly authorized representative of the other party, or may be deposited in the
United States mail, duly registered or certified, postage prepaid, return receipt requested, and
addressed to the other party at the address set forth in Item 11 of the Basic Lease Provisions
hereof, or if to Tenant, at such address or, from and after the Commencement Date, at the
Premises (whether or not Tenant has departed from, abandoned or vacated the Premises). Either
party may from time to time, by written notice to the other, served in the manner herein
provided, designate a different address. If any notice or other documents is sent by mail as
aforesaid, the same shall be deemed served or delivered twenty-four (24) hours after the mailing
thereof. If more than one Tenant is named under this Lease, service of any notice upon any one
of said Tenants shall be deemed as service upon all of them.
ARTICLE XVI. RULES AND REGULATIONS
The Rules and Regulations attached hereto as Exhibit "C" by this reference are hereby
incorporated herein and made a part hereof. Tenant agrees to observe faithfully and comply
strictly with such Rules and Regulations, and any reasonable amendments, modifications and/or
additions thereto as may hereafter be adopted and published by written notice to tenants by
Landlord for the safety, care, security (including restrictions on hours and manner of access to the
Building) good order, cleanliness of the Premises, Building and/or the Project, or portions
thereof. Landlord shall not be liable to Tenant for any violation of such Rules and Regulations or
the breach of any covenant or condition in any lease by any other tenant. One or more waivers
by Landlord of any breach of such Rules and Regulations by Tenant or by any other tenant(s)
shall not be a waiver of any subsequent breach of that rule or any other. In the case of any
conflict between such Rules and Regulations and this Lease, this Lease shall control.
ARTICLE XVII. BROKER'S COMMISSION
The parties recognize as the broker(s) who procured this Lease the firm(s), if any, stated
in Item 10 of the Basic Lease Provisions, and agree that Landlord shall be solely responsible for
th.- payment of a brokerage commission, if any, to said broker, and that Tenant shall have no
responsibility therefor unless otherwise provided in this Lease. Tenant warrants that it has had no
dl-alings with any other real estate broker or agent in connection with the negotiation of this
215121.01 WJ10:01
Lease, and agrees to indemnify, defend and hold Landlord harmless from any cost, expense or
liability (including reasonable attorneys' fees in connection therewith) for any compensation,
commissions or charges claimed by any other real estate broker or agent employed or claiming to
represent or to have been employed by Tenant in connection with the negotiation of this Lease.
The foregoing agreement shall survive the termination of this Lease.
ARTICLE XVIII. TRANSFER OF LANDLORD'S INTEREST
In the event of any transfer or transfers of Landlord's interest in the Premises, including a
so-called sale -leaseback, the transferor shall be automatically relieved of any and all obligations
on the part of Landlord accruing under this Lease from and after the date of such transfer. It is
intended hereby that the covenants and obligations contained in this Lease on the part of Landlord
shall, subject to the foregoing, be binding on Landlord, its successors and assigns, only during
and in respect of their respective periods of ownership.
ARTICLE XIX. INTERPRETATION
SECTION 19.1 GENDER AND NUMBER. Whenever the context of this Lease
requires, the words "Landlord" and "Tenant", as used herein, shall include the plural as well as
the singular and words used in neuter, masculine or feminine genders shall include the others.
SECTION 19.2 HEADINGS. The captions, headings, titles, numbering and indexing of
the Articles and Sections of this Lease are for convenience only, are not a part of this Lease and
shall have no effect upon the construction or interpretation of any part hereof.
ARTICLE XX. EXECUTION AND RECORDING
SECTION 20.1 CORPORATE AUTHORITY. If Tenant is a corporation, each
individual executing this Lease on behalf of said corporation represents and warrants that he is
duly authorized to execute and deliver this Lease on behalf of said corporation in accordance with
said corporation's by-laws or a duly adopted resolution of its board of directors, and that this
Lease is binding upon said corporation in accordance with its terms. Tenant shall, at Landlord's
request, deliver a certified copy of its board of directors' resolution authorizing or ratifying such
execution.
SECTION 20.2 RECORDING. Tenant shall not record this Lease without the prior
written consent of Landlord. Tenant, upon the request of Landlord, shall execute and
acknowledge a "short form" memorandum of this Lease for recording purposes.
SECTION 20.3 AMENDMENTS. No amendment, addition, revocation or ratification
of this Lease shall be effective unless in writing signed by the parties hereto. No actions,
policies, oral or informal arrangements, business dealings or other course of conduct by or
between the parties shall be deemed to amend this Lease or revise this Lease in any respect.
ARTICLE XXI. MISCELLANEOUS
267/014820-00C 1
2152:1.01 &121:0.'01 -27-
SECTION 21.1 NONDISCLOSURE OF LEASE TERMS. Tenant acknowledges and
agrees that the terms of this Lease are confidential and constitute proprietary information of
Landlord. Disclosure of the terms hereof could adversely affect the ability of Landlord to
negotiate other leases with respect to the Project. Tenant agrees that it, and its partners, officers,
directors, employees and attorneys shall not disclose the terms and conditions of this Lease to any
other person without the prior written consent of Landlord, provided, however, that Tenant may
disclose the terms hereof to (a) its accountants, (b) its attorneys, (c) its lenders, or (d) to other
third parties, so long as such disclosure pursuant to subclause (d) does not adversely affect the
ability of Landlord to negotiate other leases with respect to the Project. It is understood and
agreed that damages would be an inadequate remedy for the breach of this provision by Tenant,
and Landlord shall have the right to specific performance of this provision and to injunctive relief
to prevent its breach or continued breach.
SECTION 21.2 FURNISHING OF FINANCIAL STATEMENTS. Landlord has
reviewed financial statements and tax returns if so requested of the Tenant and has relied upon the
truth and accuracy thereof with Tenant's knowledge and representations of the truth and accuracy
of same and that said statements accurately and fairly depict the financial condition of Tenant.
Said statements are an inducing factor and consideration for the Tenant. Tenant and/or guarantors
shall promptly furnish Landlord, upon request, with annual financial statements reflecting the then
current financial condition of Tenant throughout the term of this Lease.
SECTION 21.3 CHANGES REQUESTED BY LENDER, If, in connection with
obtaining financing for the Building, any lender shall request reasonable modifications in this
Lease as a condition to such financing, Tenant will not unreasonably withhold, delay or defer its
consent thereto, provided that such modifications do not materially increase the obligations of
Tenant hereunder or materially and adversely affect the leasehold interest hereby created.
SECTION 21.4 GOVERNMENTAL REQUIREMENTS. Tenant covenants at all times
during the term of this Lease to comply with the requirements of the Occupational Safety and
Health Act of 1970, 29 U.S.C., Section 651 et seq., and any analogous legislation in California
(collectively, the "Act"), to the extent that the Act applies to the Premises and any activities
therein, and to comply with all other Governmental Requirements, including, but not limited to,
all laws prohibiting discrimination against any person or group of persons on account of race,
color, creed, sex, national origin or ancestry and all laws described in Section 4.1 above.
Without limiting the generality of the foregoing, Tenant covenants to maintain all working areas,
all machinery, equipment, appliances, structures, electrical facilities and the like upon the
Premises in a condition that full complies with the requirements of the Act, including such
requirements as would be applicable with respect to agents, employees or contractors of Landlord
who may from time to time be present upon the Premises.
SECTION 21.5 COVENANTS AND CONDITIONS. All of the provisions of this Lease
shall be construed to be "conditions" as well as "covenants" as though the words specifically
expressing or imparting covenants and conditions were used in each separate provision.
267+01482 )4WJ '
`Zp
215221.01 a12r13r01 O
LJ �
SECTION 21.6 WORK LETTER. Landlord and Tenant each agree to fully perform
their obligations under the Work Letter, if any. Any default by either party in the performance of
its obligations under the Work better shall constitute a default by such party under this Lease.
SECTION 21.7 JOINT AND SEVERAL LIABILITY. If there be more than one
Tenant, the obligations hereunder imposed upon Tenant shall be joint and several and the act of or
notice from, or notice or refund to, or the signature of, any one or more of such persons, with
respect to the tenancy of this Lease, shall be binding upon each and all of the persons executing
this Lease as Tenant with the same force and effect as if each and all of them had so acted or so
given or received such notice or refund or so signed.
SECTION 21.8 SUCCESSORS. Subject to Articles VHI and XVIII above, all rights and
liabilities herein given to, or imposed upon, the respective parties hereto shall extend to and bind
the several respective heirs, executors, administrators, successors, and assigns of the parties.
Nothing contained herein is intended, or shall be construed, to confer upon or grant to any person
other than Landlord and Tenant any rights or remedies under this Lease.
SECTION 21.9 TIME OF ESSENCE. Time is of the essence with respect to the
performance of every provision of this Lease in which time of performance is a factor.
SECTION 21.10 CONTROLLING LAW. This Lease shall be governed by and
interpreted in accordance with the laws of the State of California.
SECTION 21.11 SEVERABILITY. If any term or provision of this Lease shall be held
invalid or unenforceable to any extent, the remainder of this Lease shall not be affected thereby
and each term and provision of this Lease shall be valid and enforceable to the fullest extent
permitted by law.
SECTION 21.12 RELATIONSHIP OF PARTIES. Nothing contained herein shall be
deemed or construed by the parties hereto, or by any third party, as creating the relationship of
principal and agent or of partnership or joint venture between the parties hereto, it being
understood and agreed that neither the method of computation of rent, nor any other provision
contained herein, nor any acts of the parties herein, shall be deemed to create any relationship
between the parties hereto other than the relationship of Tenant and Landlord.
26710148_O-0001
215221.01 *12110101 -29-
SECTION 21.13 INABILITY TO PERFORM. In the event that Landlord shall be
delayed or hindered in or prevented from the performance of any work or in performing any act
required hereunder by reason of: strikes; lockouts; labor troubles; .inability to procure materials,
labor or energy; failure of power; disruption,- reduction, interruption, curtailment or failure of
utility, solid waste disposal or other services; restrictive Governmental Requirements; voluntary
or involuntary participation, at the request of a governmental agency or otherwise, in any plan or
program involving allocations, priorities, limitations or restraints regarding water, fuel or other
energy, or otherwise; other governmental action or inaction; riots, insurrection; war, fires;
floods; earthquakes; storms; droughts, other Acts of God; or any other reason of a similar or
dissimilar nature not the fault of Landlord in performing work or doing acts required under the
terms of this Lease, then the performance of such work or the doing of such act shall be excused
for the period of the delay, and the period for the performance of any work or the doing of such
act shall be extended for a period equivalent to the period of such delay. The occurrence of any
event constituting a cause for -excusable delay shall not relieve Tenant from any obligations,
including payment of rent, under this Lease.
SECTION 21.14 QUIET ENJOYMENT. Upon payment by Tenant of the basic annual
rent, additional rent and all the charges herein provided, and upon the observance and
performance of all the covenants, terms and conditions of this Lease on Tenant's part to be
observed and performed, Tenant shall peaceably and quietly hold and enjoy the Premises for the
term hereby demised without hindrance or interruption by Landlord or any other person or
persons lawfully or equitably claiming by, through or under Landlord.
SECTION 21.15 HAZARDOUS WASTE AND MATERIALS. Tenant shall not engage
in any activity on or about the Premises or the Project that violates any Environmental Law, and
shall promptly, at Tenant's sole cost and expense, take all investigatory and/or remedial action
required or ordered by' any governmental agency or Environmental Law for clean-up and removal
of any contamination involving any Hazardous Material created or caused directly or indirectly by
Tenant. The term "Environmental Law" shall mean any federal, state or local law, statute,
ordinance or regulation pertaining to health, industrial hygiene or the environmental conditions
on, under or about the Premises, including, without limitation, (i) the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C.
Sections 9601 et seq.; (ii) the Resource Conservation and Recovery Act of 1976 ("RCRA"). 42
U.S.C. Sections 6901 et seq.; (iii) California Health and Safety Code Sections 25100 et seq.; (iv)
the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code
Section 25249.5 et seq.; (v) the Federal Water Pollution Control Act, 33 U.S.C. Sections 1317 et
seq.; (vi) California Water Code Section 1300 et seq.; and (vii) California Civil Code Section
3479 et scq., as such laws are amended and the regulations and administrative codes applicable
thereto. The term "Hazardous Material" includes, without limitation, any material or substance
which is (i) defined or listed as a "hazardous waste", "extremely hazardous waste". "restrictive
hazardous waste" or "hazardous substance" or considered a waste, condition of pollution or
nuisance under the Environmental Laws; (ii) petroleum or a petroleum product or fraction
thereof, (iii) asbestos; and/or (iv) substances known by the State of California to cause cancer
and/or reproductive toxicity. It is the intent of the parties hereto to construe the term "Hazardous
Materials" and "Environmental Laws" in its broadest sense. Tenant shall provide all notices
2671OI4824000i
21s221I.OI 212110.01 -30-
required pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986, California
Health and Safety Code Section 25249.5 et seq. Tenant shall provide prompt written notice to
Landlord of the existence of Hazardous Substances on the Premises and all notices of violation of
the Environmental Laws received by Tenant. Tenant's obligations pursuant to this Section 21.15
shall be referred to in this Lease as "Environmental Compliance".
SECTION 2I.16 ENTIRE AGREEMENT. This Lease and the Exhibits and other
attachments hereto cover in full each and every agreement of every kind or nature whatsoever
between the parties hereto concerning the Premises and the Building or Project, and all
preliminary negotiations, oral agreements, understandings and/or practices of whatsoever kind
with respect to the Premises or the Building or Project, except those contained herein or therein,
are superseded and of no further force or effect; no person, firm or corporation has at any time
had an authority from Landlord to make any representations or promises on behalf of Landlord,
and Tenant agrees that if any such representations or promises have been made by Landlord or
others, Tenant hereby waives all right to rely thereon. No verbal agreement or implied covenant
shall be held to vary the provisions hereof, any statute, law, or custom to the contrary
notwithstanding.
257)014820-0)I
215Z21.01312110-01 -31-
LJ
EXHIBIT "A-1"
Prior to the execution of the Lease to which this Exhibit A-1 is attached, attach a floor
plan(s) of the Building designating the location of the Premises.
EXHIBIT "A-1"
TO OFFICE
21701820-O0"' SPACE LEASE
s1sz2t.at.iv1o1oi
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EXIHBIT "A-2"
LEGAL DESCRIPTIO`' OF THE PROJECT
That certain real property located in the City of Huntington Beach, County of Orange,
State of California, more particularly described as follows:
Lots 1-6, 11, 13 and 15 in Block 104 of Huntington Beach in the City of Huntington
Beach, County of Orange, State of California as shown on a map recorded in Book
3, Page 36 of Miscellaneous Maps, Records of Orange County, California.
EXHIBIT "A-2"
TO OFFICE
261,b 14820-0001
215=1.01 a12l O.01 SPACE LEASE
�.J
EXHIBIT "A-3"
CONFIRMATION OF TERiI
The undersigned as the Landlord and Tenant under that certain Office Space Lease dated
, for space within the , Huntington Beach,
California, hereby confirm that the term of said Lease has commenced , and
that the expiration date of the term of said Lease is
ABDELMUTI DEVELOPMENT COMPANY, a California
general partnership
By:
Ahmad 11. Abdelmuti, general partner
"Landlord"
NORMAN WEAVER, JR.
BARBARA A. WEAVER
"Tenant"
EXHIBIT "A-3"
267,1014B204OU01
20221.01.12/10.'61 TO OFFICE SPACE: LEASE
EXHIBIT "B"
THE WORK LETTER
Tenant acknowledges and agrees that Landlord shall not be required to perform any work
in the Premises and Tenant accepts the Premises in its then existing "AS -IS" condition.
EXIII13IT "B"
iis2-1isoi� ioroz TO OFFICE SPACE LEASE
lJ �
EXIBIT "C'e
RULES AND REGULATIONS ATTACHED TO AND W11ICII
CONSTITUTE A PART OF OFFICE SPACE LEASE .
The following Rules and Regulations shall be in effect at the Project. Landlord reserves
the right to adopt reasonable modifications and additions hereto.
(1) The sidewalks, entrances, passages, courts, elevators, vestibules, stairways,
corridors or halls of the Building shall not be obstructed by any tenant or used for any purpose
other than ingress and egress from the respective premises. The halls, passages, entrances,
elevators, stairways, balconies and roof are not for the use of the general public, and Landlord
shall in all cases retain the right to control and prevent access thereto of all persons whose
presence in the judgment of Landlord shall be prejudicial to the safety, character, reputation and
interests of the Building and its tenants, provided that nothing herein contained shall be construed
to prevent such access to persons with whom Tenant normally deals only for the purpose of
conducting its business on the Premises (such as clients, customers, office suppliers and
equipment vendors, and the like) unless such persons are engaged in illegal activities. No tenant
and no employees of any tenant shall go upon the roof of the Building without the written consent
of Landlord.
(2) No awnings or other projection shall be attached to the outside walls of the
Buildin or to balconies without the prior written consent of Landlord. No hanging planters,
television sets or other objects shall be attached to or suspended from ceilings without the prior
written consent of Landlord. No curtains, blinds, shades or screens shall be attached to or hung
in, or used in connection with, any window or door of the Premises without the prior written
consent of Landlord. All electrical ceiling fixtures hung in offices or spaces along the perimeter
of the Building must be fluorescent and/or of a quality, type, design and bulb color approved by
Landlord. No awnings, furniture, trees or plants or other personal property shall be placed upon
any balcony or patio, without Landlord's prior written approval.
(3) No sign, advertisement or notice shall be exhibited, painted or affixed by any
tenant on any part of, or so as to be seen from the outside of, the Premises or the Building
without the prior written consent of Landlord. In the event of the violation of the foregoing by
any tenant, Landlord may remove such sign, advertisement or notice without any liability and
may charge the expense incurred in such removal to the tenant violating this rule. Interior signs
on doors and director tablet shall be inscribed, painted or affixed for each tenant by Landlord at
the expense of such tenant, and shall be of a size, color and style acceptable to Landlord.
(4) The sashes, sash doors, skylights, windows and doors that reflect or admit Iight
and air into the halls, passageways or other public places in the Building shall not be covered or
obstructed by any tenant, nor shall any bottles, parcels or other articles be placed on the
windowsills, balcony or patio railings.
EXHIBIT "C"
2152 1.01 a1 111 TO OFFICE SPACE LEASE
213221.01 �I.Il0.b1
(5) The water and wash closets and other plumbing fixtures shall not be used for any
purpose other than those for which they were constructed, and no foreign substance of any kind
shall be thrown herein. All damages resulting from any misuse of the fixtures shall be borne by
the tenant who, or whose servants, employees; agents, visitors or licensees shall have caused the
same.
(6) No tenant shall mark, paint, drill into, or in any way deface any part of the
Premises or the Building. No boring, stringing of wires or laying of linoleum or other floor
coverings shall be permitted, except with the prior written consent of Landlord, and as Landlord
may direct. Any tenant permitted by Landlord to lay linoleum or other similar floor covering
shall not affix the same to the floor of the Premises in any manner except by a paste, or other
material which may easily be removed with water, the use of cement or other similar adhesive
materials being expressly prohibited. The method of affixing any such linoleum or other similar
floor covering to the floor, as well as the method of affixing carpets or rugs to the Premises, shall
be subject to approval by Landlord. The expense of repairing any damage resulting from a
violation of this rule shall be borne by the tenant by whom, or by those agents, clerks, employees
or visitors, the damage shall have been caused.
(7) If Tenant desires telephone or telegraph connections, Landlord will direct
electricians as to where and how the wires are to be introduced.
(8) No vehicles (other than bicycles stored in the Premises) or animals of any kind
shall be brought into or kept in or about the Premises, and no cooking shall be done or permitted
by any tenant in the Premises, except that the preparation of coffee, tea, hot chocolate and similar
items for tenants, their employees and visitors shall be permitted. No tenant shall cause or permit
any unusual or objectionable odors to be produced in or permeate from or throughout the
Premises.
(9) No portion of the Building shall be used for manufacturing or for the storage of
merchandise except as such storage may be incidental to the use of the Premises for general office
purposes without Landlord's prior written approval. No tenant shall, without the prior written
consent of the Landlord, occupy or permit any portion of his premises to be occupied or used for
the manufacture or sale of liquor, narcotics, or tobacco in any form, as a medical office,
chiropractor's office, as a barber or manicure shop, or as an employment bureau or any business
other than that specifically provided for in the Lease. No tenant shall engage or pay any
employees on its premises except those actually working for such tenant on its premises nor
advertise for laborers giving an address at its premises. The Building shall not be used for
lodging or sleeping or for any immoral or illegal purposes.
00) Except with the prior written consent of the Landlord, no tenant shall sell, or
permit the sale at retail, of newspapers, magazines, periodicals, or theater tickets, in or from the
Building, nor shall any tenan: carry on, or permit or allow any employee or other person to carry
on, the business of stenography, typewriting or any similar business in or from the Building for
the service or accommodation of occupants of any other portion of the Building.
EXHIBIT "C"
TO OFFICE SPACE LEASE
26T.ro148:0-OWL Page -2-
215121.01 812110,101 a $
(11) Landlord reserves the right to prohibit personal goods and services vendors (as
such term is defined below) from access to the Building. To the extent that Landlord permits
such vendors access to the Building, such access shall be upon such reasonable terms and
conditions, including but not limited to the" payment of a reasonable .fee and provision for
insurance coverage, as are related to the safety, care and cleanliness of the Building, the
preservation of good order thereon, and the relief of any financial or other burden on Landlord
occasioned by the presence of such vendors or the sale by them of personal goods or services (as
such term is defined Mow) to a tenant or its employees. If reasonably necessary for the
accomplishment of the aforementioned purposes, Landlord may exclude a particular vendor
entirely or limit the number of vendors who may be present at any one time in the Building. The
term "personal goods or services vendors" means persons who periodically enter the Building for
the purpose of selling goods or services to a tenant, other than goods or services which are used
by a tenant only for the purpose of conducting its business on its premises. "Personal goods or
services" include, but are not limited to, drinking water and other beverages, food, barbering
services, and shoe shining services.
(12) No tenant shall make, or permit to be made, any unseemly or disturbing noises or
disturb or interfere with occupants of this or neighboring buildings or premises or those having
business with them by the use of any musical instrument, radio, phonograph or unusual noise, or
in any other way.
(13) No tenant sh3ll throw anything out of doors, windows or skylights or down the
passageways.
(14) No tenant, nor any of a tenant' servants, employees, agents, visitors or licensees,
shall at any time bring, keep or use on the Building any kerosene, gasoline, or inflammable,
combustible, explosive, or corrosive fluid, or any other illuminating material, or use any method
of heating other than that supplied by Landlord.
(15) No tenant shall sweep or throw or permit to be swept or thrown from the Premises
any dirt or other substance into any of the corridors or halls or elevators, or out of the doors,
windows, stairways, patios or balconies of the Building, and Tenant shall not use, keep or permit
to be used or kept any foul or noxious gas or substance in the Premises, or permit or suffer the
Premises to be occupied or used in a manner offensive or objectionable to Landlord or other
occupants of the Building by reason of noise, odors and/or vibrations, or interfere in any way
with other tenants or those having business therein, nor shall any animals or birds be kept in or
about the Building. Smoking or carrying lighted cigars, cigarettes, pipes, or other lighted
smoking materials, in the elevators and all other common and/or public areas of the Building is
prohibited.
(lb) No additional locks or bolts or any kind shall be placed upon any of the doors or
windows by any tenant, nor shall any changes be trade in existing locks or the mechanisms
thereof unless Landlord is first notified thereof and gives written approval. Each tenant must,
upon termination of his tenancy, give to Landlord all keys of stores, offices, or toilets and toilet
EXHIBIT "C"
TO OFFICE SPACE LEASE
26710149:0.0001
215221.01 02110101 Page -3-
rooms, either furnished to, or otherwise procured by, such tenant, and in the event of the loss of
any keys so furnished, such tenant shall pay Landlord the cost of replacing the same or of
changing the lock or locks opened by such lost key if Landlord shall deem it necessary to make
such change.
(17) All removals, or the carrying in or out of any safes, freight, furniture, or bulky
matter of any description must take place during the hours which Landlord may determine from
time to time. The moving of safes or other fixtures or bulky matter of any kind must be made
upon previous notice to the manager of the Building and under hislher supervision, and the
persons employed by any tenant for such work must be acceptable to Landlord. Landlord
reserves the right to inspect all safes, freight or other bulky articles to be brought into the
Building and to exclude from the Building and all such bulky articles which violate any of the
Rules and Regulations or the Lease of which these Rules and Regulations are a part. Landlord
reserves the right to prescribe the weight -and position of all safes, which must be placed upon
supports approved by Landlord to distribute the weight.
(18) No tenant shall purchase janitorial, maintenance or other services from any
company or persons not approved by Landlord. .any person employed by any tenant to do
janitorial work shall, while in the Building and outside of the Premises, be subject to and under
the control and direction of the office or management of the Building (but not as an agent or
servant of Landlord, and the tenant shall be responsible for all acts of such persons). Except with
Landlord's prior written approval, no tenant shall permit janitorial services to be performed
during dhe hours of 7:00 a.m. to 6:00 p.m, Monday through Friday.
(19) Landlord shall have the right to prohibit any advertising by any tenant which, in
Landlord's opinion, tends to impair the reputation of the Building or its desirability as an
office/retail building and upon written notice from Landlord any tenant shall refrain from and
discontinue such advertising.
(20) On Saturdays from 12:00 p.m. to 8:00 a.m., Sundays, those Iegal holidays
designated by Landlord, and on other days between the hours of 6:00 p.m. and 7:00 a.m., access
to the Building or to the halls, corridors, elevators or stairways in the Building, or to the Premises
may be refused unless the person seeking access is known to the building watchman, if any, in
charge and has a pass or is properly identified. Landlord shall in no case be liable for damages
for the admission to or exclusion from the Building of any person whom Landlord has the right to
exclude. Each tenant shall be responsible for all persons for whom he requests after hours access
and shall be liable to Landlord for all acts of such persons. In case of invasion, mob, riot, public
excitement, or other commotion, Landlord reserves the right but shall not be obligated to prevent
access to the Building during the continuance of the same by closing the doors or otherwise, for
the safety of the tenants and protection of property in the Building.
(21) All doors opening into public corridors shall be kept closed, except when in use for
ingress and egress. Tenants shall see that the windows, transoms and doors of their premises are
closed and securely locked before leaving the Building.
EXHIBIT "C"
zE�rous�aoo�t
TO OFFICE SPACE LEASE
21522I.01 all IMI Page 4-
`J
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(22) The requirements of tenants will be attended to only upon application to the
manager of the Building.
(23) Canvassing, soliciting and peddling in the Building are prohibited and each tenant
shall cooperate to prevent the same.
(24) There shall not be used in any space, or in the public halls of the Building, either
by any tenant or others, any hand trucks except those equipped with rubber tires and side guards.
(25) No vending or coin operated machines shall be placed by any tenant within his
premises without the prior written consent of Landlord.
EXHIBIT "C"
TO OFFICE SPACE LEASE
267ro143220-0031
21M.1.01 SIVIOM Page -5-
RCA -ROUTING SHEET
INITIATING DEPARTMENT:
Economic Development
SUBJECT:
Approval as to Form: Lease Between Abdelmuti
Development Co. & Norman Weaver, Jr. and Barbara A.
Weaver, husband and wife.
COUNCIL MEETING DATE:
January 7, 2002
RCA ATTACHMENTS
STATUS
Ordinance (w/exhibits & legislative draft if applicable)
Not Applicable
Resolution (w/exhibits & legislative draft if applicable)
Not Applicable
Tract Map, Location Map and/or other Exhibits
Not Applicable
Contract/Agreement (w/exhibits if applicable)
(Signed in full by the City Atfomey)
Not Applicable
Subleases, Third Party Agreements, etc.
(Approved as to form by City Attomey)
Attached
Certificates of Insurance (Approved by the City Atfomey)
Not Applicable
Financial Impact Statement (Unbudget, over $5.000)
Not Applicable
Bonds (If applicable)
Not Applicable
Staff Report (If applicable)
Not Applicable
Commission, Board or Committee Report (If applicable)
Not Applicable
Findings/Conditions for Approval and/or Denial
Not Applicable
EXPLANATION FOR MISSING ATTACHMENTS
REVIEWED
RETURNED
FORWARDED
Administrative Staff
{ )
( }
Assistant City Administrator (Initial)
{ )
( )
City Administrator (Initial)
City Clerk
EXPLANATION FOR RETURN OF ITEM:
l�
Andrusk , Tom
From: Duran, Gus
Sent: Monday, December 10, 20013:52 PNI
To: Andrusky, Tom
Subject: FW: Replacement Lease for American Express Suite 220
Norman weaver
Lease
Tom:
Please process the approval of this lease. Thanks,
Gus
-----Original Message -----
From: Volkert, Adam [mailto:avolkert@rutan.com]
Sent: Monday, December 10, 2001 2:45 PM
To: Gus Duran (E-mail)
Subject: Replacement Lease for American Express Suite 220
Gus, as I indicated in my voice mail message and pursuant to the business
terms previously approved, attached please find the final form of the Lease
with Dorman Weaver. As you may recall, Dorm has been the American Express
executive in the leased premises since their inception and he is now going
forward with a new lease as a franchisee of American Express continuing the
same financial services business. The American Express Lease expires on
January 31, 2002. The new Lease is for 3 years at $1.95 per square foot in
Year 1, $2.00 in Year 2 and $2.05 in Year 3. The rentable square footage
remains at 2,669. The Lease is to commence Febr•aary 1, 2002, subject to
approval of the Lease by the Redevelopment Agency. Please schedule this
Lease approval for the next Council meeting. ?lease call me if you need
anything further. Adam
<<Norman Weaver Lease>>
Adam N. Volkert
Ru:an 5 Tucker, LLP
Telephone: 714/641-3442
Facsimile: 714/546-9035
email: avolkert@rutan.com
http://www.rutan.com
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