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A E 6�'A USTFV-AL`RE,.'. -L ESTATE OCIATION
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_ only, ,.____ . Janualry 31. _ , 18 74 Is made by end
1. Parties. This Lease, doted, ibr reference purposes
�sh,�i11 a Surce �t� 4.. a Limit E'artn r�hip aid � 'I:�a1 Devil�r>Dr��nt ;Carp.. a
-between
s Colorado Corporation (herein t<.ted'Lessor"land City 2f Huntington Beach
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(herein called "Lessee")'.
2. Pternists, Lessor hereby leases to Lessee and Lasses leases from Lessor for the term, at the rentyl, and upon all o? the conditions set forth herein, that
a certain real property situated' in the County of Orange State of California, comr,ion(y kn—n as------
— 16462 Got h4td !t-is Unit iT's. Euntinaton Beach __
and described as an otria. un!,t being approximately 1,200 sal `tie 1 ncl a ding restraom
Said real property including the land and all improvements thereon, Is herein called "the Premises".
S. Term.
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Six
3.1 Term. The term of the: Lease shall be fc,'� (6) Months
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February 1 isa i%4 and ending on Jl%1`_ *�'- i%4
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Funloss
commencing on
sooner terminated pursuant to any provision hereof;
3.2 Delay in Commencement. Notwithstanding slid commencement date, if for any reason Lessor cannot deliver possession of the Premises to
Lessee on said date, Lessor shall not be subject to any -liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Lessee
hereunder rr extend the term hereof, but in such case Lessee shall not be obligated to pay'.nt u 7trl b °ssossion of t� a Premises is tendered to Lesxte;
provided, however, that if Lessor shag not have delivered possession of the Premises within sip_, -i-t,i unys erom said commencement date, Lessee may, at
Lessee's optlur; by notice: in writing to Lessor within ten (10) days thereafter, cancel this Lease, in which event the parties shall be discharged from all
rkiligat(ons hereunder, If Le: ee occupies the Premises prior to said commencement date, such occupancy shall be subject to all provisions he_reof,,such
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occupancy shall not advance the termination date, and Lessee shall pay rent for such period at the initial monthly sates set forth below.
4. Rent, Lessee shall pay to. Lessor as rent for the Premises ,One Tha►s „end One Hundred Ten and 'N0/100---•-- dollars
i 11' 0.00 165.00
w a D, payable in equal monthly Installments of $ in advance; on the first day of earth morith of the term hereof,
r Correa shn9 pay Lessor upon the execution hereof $ 185.00 as rent for the f i rSt month
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Rent for any pericid during the term hereof which is for loss than one month shall be a pro rate: portion of the monthly installment. Piarlt shall be payable
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in lawful money of the United States to Lessor at the address stated herein or to"such-other persons or at such other places as Lessor may designate in
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5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof $ 1 gr • OO as security for Lessee's faithful performanca of
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Lessee's obligations hereunder. If Lessee. faits to pay rent or other : harges dice hereunder; or otherwise defaults with respect to 1�ny provision of this
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Lease, L-' ' `,may useapply or retain aii or any portion of said deposit for t. to oay.acnt of any rent or other charge in default or for the payment of any
other sun., ihich Lessor may becorne obligated by, reason of Lesme's default, or to compensate Lessor for any loss or damage which Lessor may suffer
thereby. If Lessor so user,or applies all or any portion of -bald deposit, Lessee shall within ten (10) days after written demand thereifor -aeposit cash with
Lessor in an amc ant sufficient to restore said deposit to the full -amount hereinabovo stated and Lessee's failure to do so shall be a o iaterialbreach of this
Lease. Lessor shall not be required to keep said deposit separate from its general Account'a. iriessee performs all of Le�see's obliopet:ns hereunder, said
deposit, or so much thereof as has not theretofore been applied by Lessor, shall be returned, without payment of Interest or other increrrant for its use,
to Lessee (or, at Lessor's option, to'the last assignee, if any, of Lessee's interest hereunder) at the expiration of the term hereof, and after Lessee has
vacated'the-Premises.
6. Use.
6.1 Use. The Prenil es iihsil be used rnd occupied only for storage of miscellaneous bui l di na i nteAA%j _
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6.2 Compliance withl Law. Lessee shall, atl,esroe's expense, comply proriptly with all applicable at�t ites; ordinances, rule% regulation3, orders and
requirements, in affect cursing the ldrrit oar -any Part of the term hereof a'eguleCjLig the use by';arse@ of the Premises,1_essea shall not use or permit the use
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of the Premises In any manner that Will tense 16 Oddta Waste or a nuisance or, if there 'shall be -.more than one tenant of the building containing the
Premises, which shall tend to distyarbsuch other tenants.,
6.3 Condition of Promises. Lessee hereby accepts the Premises is heir core existing as of the date of the execution hereof, subje r. to a;l
applicable zoning, municipal, county ar;d state laws, ordinzlncos end rt Nations gouirning and regulating the use of the Premises, and accepts this Lease
subject thereto and to all disclosed thereby and by any- exnibitc attached hrlroto. Lesser aaknow:9dges that neither Lessor nor Lessor's ardent has
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made any representation ol•wsrranty as to the suitability of the Premises 4orthe conduct of Lessee's busfnw.s.
7: �11aintenence, RepAls and Aiteratiom.
7.1 Lessors Obigations. Subject to the provisions of o�nd except for damage caused by any negligent or-ijitentional act or omission of
foundations,
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Ler• ere; Lessees -agents, cinplovees, er invitees. Lessors is expense, shall kaep in good order, condition end repairtha exterlor•walls'
the of the`Premises. Liswr O. obi" t. h(awever, be obligate'! to pint Such exterior, nor dull Lessor be, eejju,red to maintain the :rterfor
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?; ani exterior roof
surf !ae of exterior walls, windows, door sr'plata glass, Le or shall h&ve no obligat(nn t melee repairs under this 'aragrap;t 7.1-ontil=a reat,onable time
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aftai `receipt of written notice of the need for such r er: Irs. Lessee expressly waives the benefits of any statute" now or hereafter in offect which would
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othe wise afford Lessee the right to make repairsr ;t Lbsior's expense or to terminate this Lease because of Lessor's failure to ireep the Premises i i good
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ordc(i condition and repair.
r ?'.2 Lessee's Obligations.
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(a) Subjecj. to the provisions if Paragraph 9'and Paragraph a.t, Lessee, at Lessee's exparse, shal, keep i , good order, condition and repair the
i Prerr lses and every part thereof (regardless of whether the eamaged portiop of the Premises or the means of repairing the r eme are accessible to Lessee),
inch! ding, without limiting the generality of the foragoi , . pit imbing, hooting, air conditioning, ventilating, ale„tri!-1-1 and lighting facilities and
t equi iment wlt� the Premises, fixtures, interior walls and ihteiior surface of axterior`walls, ceilings, wendaws, doors, ple,te glass, and skyhigihs, located
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+ within the Pr6niloes and ali'sidewniks,, Icndweping, drivrovvays, parking lots, feitcot; air) signs located ln'theareas vifachpse adiacentto and Included with
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the Premises.
(b) II', -Lessee fails to perform Lessee's obligations under this Paragraph 7.2, Lessor may at Lessor's o;_aion outer upon the Premises -after 10
i days' prior written notice to Lessee, and put the sacra .n good order, condition and repair, and the cost thereof together fMth interest thereon at the rate
ih of:10% per ahnum shall be due End payable as addition,i"rent to Les: r/tog0her with Lessee's next rental, Installment,
(c) On 'the last day of the terse hereof, or on any sooner'tarminatlon, Lessee shall surrendbi the,Pl:rmises tar Lessor In'tha same condition as
received, broom clean, ordinary wear and tear exceptea Lessee ahsll repair any damage to tha.Premises occasioned by the removal of its trade fixtures,
furnishing and equ'riment pursuant to Paragraph 7.3(c), which repair shall include the patching and filling of holes c uepeir of nructw al d smapR.
i 7 � alterations and Additions.
(a) Lessee shall not; Without Lessor's prior vir'htewconsent, make any alterations; (r orovemenfs; additions, or t•tility installations in, on or
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about the Promises, except for non-structural alterail Iris not exr�;ng $1,000 In Ii cost, As used in this Paragraph 7.3, the term tility installations" shall
include bus -ducting, powerpi:nels, fluorescent fixturas:space heaters, t,cinduits and wiring. As a condition to giving such consent, seer ices require th9t
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$ Lessee ettree to remove any such alterations, improvements, additions or utility installations at the expiration Of the term, and i.o restore the Peemisas,.fo
their prior condition. As a further condition'to giving such.consent, Lessor may regaire Lessee to provide Leslor, at Lessee's sofa cost and erpensa; a lien
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and con' FJletion bond In an amount equal to one and one-half, times the estihwted c16A of sucti improvements, to insure Law* against any liability;for
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mochar;16V and materialmon's 'lens and to Inwty completion cY�ihe work.
0 Ar limalf Industrial Real estaa Association 1972 GROSS •
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(b) t ^a") shall paV, when d,ia, .dl claims for labor or materials furnished oreillegad to have t riern furnished to or for Lomas of or for use in the
-mists, any lien interest thereint, Lesdae Lersar
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Pro which claims bra or msy be, securest by mschanlcs' or materloVien's against the Premis,ps or any shall give
not less than tan (10) days' notice prior to the commencement of any work in the Promises ,ardr, Lessor shall have'-�he right to post notices of
non ;rosponsibl9ty In or on the Premises as provlded by law,
(c) Unless Lessor requires their rt-noval, as set forth in Paragraph 7.30ra), all alterations, linprovern9mir.addltlons and utility installations
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(whsther or not sur:h utility Installations constitute trade fixtures of Loner), which may be made on the Prensl3es, shall become the property of 3 ssor
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and remair, upon and be surrendered with the+Premises at the expiration of the terin, Notwithstanding iHe provisions of this Paragraph 7.31c), Laws&
machinery ant= equipment, wither than that which is affixed to the Promises s,; that It "ann6t be removed without material damage to the Premlees; shag
rsmnin the property of I ame and may be removed bit Lamb subject to tine provisions 0 Paragraph 7.2(c).''
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A. tasuran.�e; lodemnlcy.
8.1 LkLjAity Insurance. Lessee shall, at Lessee's expanse, obtain and keep In forty during the term •) this Leam a poiicy of comprehensive public
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Iiaoillty insuranue Insuring Lessor and Lessee against any <labllity arising out of the ownership,use, occupancy or maintenance of the Premises and all
areas appurtenant thereto, Such Insurance shall be In an amount of not Isis;: than $300,&V for Injurh,to of depth of one Poe son In any one accident or
occurrence .nd to an amount of nrt less than $00,000 for Injury to or death of more then ire person In anti one accident or occ;trrrs wa Sucei In=mares
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shall furtNer insure Lessor and Levee against liability for property damage of at least $50,00. The limits cif said insurance thall not, however, limit the
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liability of Lessee hereunder, In the event that the P^amises consUtutn a part of a inrgi property said insuranco shall have a Lessor's Protective Liability
encarsamont attached thereto. If !,asses shall fail to procure and maintain sold Ensurgnre Lbasor may, Irat sliali not be required to, procure and_maintain
the same, but at the expense of Lesa-3.
8.2 Property Irssuranca., assmr shall obtain and keep in force during the term of this Leasa 8 tioilcy at, policies of Insurance coveting loss or damage
:o the Premises, in ibe'amount of the full replacement value thereof, providing protection agalna all penis included within the classification of fire,
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extanued coverage, vandalism, mailciouw mischief, ensclai extended norlls (ell risk). Lessee shall pay.`during the term hereof, in addition to rent, the
amount a -any Increase In premiums for the Insurance required under this Paragraph 8.2 over and above sr;;h premiums paid by Lessor C.ring the first full
year of the term of this Lease in which Lessor shall have maintained the Insurance requlrotl undarthls Paragraph 8,2, whether such premium increase shall
be the result of the nature of Lessee's occupancy, any 6ct or omission of Lessee, requirements of the holder of a mortgage or deed of trust coverin4 the
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Promises, or Increased valuation of the Premises; Lerree shall pay any such premium increases to Lessor within 30 days after receipt by Lesraa�of a copy
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of the premium statement or other smisfact M. evid'enc6 of the amountdue. If the Insurance policies maintained hereunder cover other improvements In
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addition to th+. Promises, Lessor shall also deliver to: Lessee a statement of the amount of such increase attributable to the Premises and showing In
roai,, ..,hie detail the manner in which such "aunt was computed. If the term of this Lease shall not expire concurrently, with the oxpiratior of the
period rrwered by such Insurance, Lessee's liability for premium increases shall be proreted i_ an annual basis.
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8.3 Insurance Policies. Insurance required hereunder shall be in compsaies rateed AAA or better in " Best's Insurance Guide". Lessee shall deliver to
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Lessor copies of policies of liability insurance required under Paragraph 8.1 or certificates evidencing the existence avid amounts of raxch Insurance with
loss payable clauses satisfactory to Lessor, No such policy shall he cancellable or subject to reduction of coverage or other modification exceptafter ten
(10) days' prior written notice to Lassos. Lasses shall', !within ten (10) days prior to the expiration of such policies, furnish Lessor with renewals or
"Landers" thereof, or Lessor may order such Insurance and charge the cost thereof to Letsae, which amount shall be payable by Lessee upon demand.
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lessee shall not do or permit to he done anything which shall invalidate the insurance policies referred to in Ppragra,oh 8.2.
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8.4 Waiver of Subrogation. Lessae and Lessor each hereby waives —I and all efghto of recovery against the other, or against the officers,
viriployees, reprasantatives of the for loss of or damage su-n waiving or Its or the of others under its control,
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agents and other, to party property property
where such loss or damage is insured against under any insurance policy in force at the time of such loss ,�ntr damage. Lasses and 'Lessor shall, upon
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ubtaining the policies of insurance required hereunder, give notice to the insurance carrier or carriers that the foregoing mutual waiver of suv.togation is
contained in this Lease.
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8.5 indemnity. Lessee shall indemnify and hold harmless Lessor from and against any and all claims arising from Lessee's use of the P•emises, or.
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from the conduct of Lessee's business or from any activity, work or things dons permitted or suffered by Lessee in or abort the Premises oralsewneie
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and shalt further Indemnify and hold harmless Lessor frwa and against any and all ileims arising from any breach or default'in tqe Performance of any
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obligation on Lessee's part to be ;performed under the terms of this Lease, or arlsk.: rom any negligence of the Less". or any of Lessee's: agents,
contractors, or employees, and from and against all costs, attorney's fees, expenses and liabilitl+$incurred in the defense oflany such claim or any action
or pvdcoeoinq brought thereon; and in case any action , pgxeeding be brought agains, Lessor by reason of any such claim, Lessee upon, notice from
Lessor shall defend the same at Lessee's expense by cuunsai' satisfactory to Lessor. Lessee; as a material part of the cdnsideration to Lessor, hereby
assumes all risk of damage to property or injury to persons, in, upon or about the Premises arising from any cause a.-,t; r6sseo hereby waives all claims in
respect thereof against Lessor.
8.6 Exemptioa of Lessor from Liability. Lessee hereby agrees that 1_:3sor shale not be liable for injury to Lessee's business or any loss of,income
therefrom or for damage to the goods, wares, merchandise or other property of Lessee; Lessee's employees, invitees, customers, or any other person. In or
about the Premises, nor shall Lessor be liable for injury to the person. of Lessea, ;I oswe's employed., agents -or contractors; whether such damage or injury '
is caused by or results from fire, steam, electricity, gas, water m rain, or from the breakage, leakage, obstruction,or other defects of pipes, sprinklers,
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wires, - ippliances, plumbing,air conditioning or lighting fixtur(s, or from any other cause, whether the will damage on injury results from conditions
arising upon the Premises or upon other portions of the building of which the Premises are.n part, or from other sour4es or places, and regardless of
whether b* cause of such damage or Injury orthe means of repairing the same 1B :nacimsible to Lessee. Lessor shall not Ere Basile for any damages arising,
from any act or neglect of any other tenant, if any, of the building in which the Pramisis are located,
9.' +3amage or Destruction.
q.t Partial Damage —toreros. Subject to the provisions of Paragraph 9:4, if the, Premises are damaged and a,ch,dam%ge was caused by a casualty
covered under an insurance policy required to be maintained pursuant to Paragraph 8.2, Lessor shall at L6=r's' expense repair such damage as `soon as
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reasonably possible and this Lease shall continue In full force and effect.
1.2 Partial Damegs-Uninsured. Subject to the provisions of Paragraph 9.4, if at any *I -Re during the term hereof tim Premises are.'.'.dmaged, except
by a negligent or willful act of Lessee, and such damage was caused by a casualty not c_' purider an Insurance policy required to be maintained by
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Lessor pursuant to Paragraph 8.2, Lessor may at Lessor's option either (1) repair such cams oxior.:as reasonably possible At Less4r's-iixpense,in which
event this Lease shall continue in full force and effect, or (li) give written notice to Len be within thins (30) days after the date of the occurrent t of such
damage of Lessor's intention to cancel and terminate this Lease as of the.date of theloccurrenco rd'such damv;ge, hI the event Lessor elects to give such
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notice of Leasor's, intention to cancel and tat :iloate this Lease, Le, .Ao shall have the right within ten (10) days after the receipt of such notice to give
written noti0 to Lessor of Lessee's intention to repair such damage at Lessee's expense, without reimbuiurnen'. from Lessor, in viihich eventthie Lea;j
shall ^inue in full force and effect, and Lessee shall proceed to make such repaiiz as soon as reasonably possible. if Lemee dop : =Srgive such notice
within vueh 10-day poriod this Lease shall he cancolied and terminated as of the date o+ the occurrence of such damage.
9.3 Total Omruction, if at any time during the term hereof the Premises are totally destroyed from any cause whether or not covered by the
Insurance required to be malota:ned by Lessor pursuant to Paragraph 8.2 (including any total inestruction required by any author•i:red public authority)
this Lease shall automatically terminate as of the date of such total destruction.
9.4 Damage Near End of Term, if the Premises are,partially destroyed or damaged during'the last six months of the term of this Lease, Lessor may
at Lessor's option cancel and terminate this Lease as of the date of occurrence of Luclt damage ,by giving written notice to Lessee of Lessor's election to
de so within 30 risys after the date of occurrence of such damage.
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9,5 Ahaement, of Rent; Lessee's Ramedies,
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(a) If thn Premises are.-srtlally da;itroved or damsaad and. Lessor or Les4e repairs or nsstoiaa them oursaant to the provisions of this Articia,
the rent payable hereunder' for the period during which such ciamege, repair or restoration eontinutic shall be abated r proportion to the degree w which
Los; m's use df the Premises is impaired, Except for abatement of rent, If any, Lessee ch ill have no claim against Lessor for any damage suffersd by reason
of any such damage, destruction, repair or restoration.
(b) If Lessor shall be obligated ' to repair or restore the Premises under the pruvic!ons of this Paragraph 9 and shall not commence such repair
or restoration within 50 days after such obligations shall "accrue, Lessee may at Lessec'� option cancel and terrrtinate this Lease by,{iiving Lessor written
notice of Lessee's election to do so tit: any time prior to the commencement of such repair or restorattion. In such event this Lome shall terminate as of the
date of such notice. Any abatement in rent shall be computed asprcvided in Paragraph 9,5(a).
9.6 Termination-Advanea Pavmen:s. Upon termination of this LeLm t+arsuas,.t to this Paragraph 9, an equitable adjustment shall be made
concerning 9dvanca rent and any advance t:zymsr-ts made by Lessee to lessor. Lessor shall, In addition, return to Lesaie so Much of Lessee's security
deposit as has not theretofore Won applied by Lessor.
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10. Real Property Takes.
ses; provided,
ayment of Tax r Ahall pay all real propertl, taxes able to, the t lessee shell pay,
additionito Per?, the amount' If any, by wh which real property taxes eppll 5le to therPremises Increaselove scalft x year 19 ch
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paymerit shall be made by Lessee within thirtv (30) days Mter receipt of Lessor's written statement setting forth the amount of such increase and the
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reasonable computation thereof, if the term of this lease shell not expire concurrently with the expiration of the lax fiscal jiesr, Lessee's liability for
Increased taxes for the lest partial lease year shall be prorated on an annual hissis,
10,2 Definition of "Real P•caerty" Tax. As used herein, the term "real property tax" shell Include any form of assessment, license f6e, commercial
rental tax, levy, penalty, or tax (other than Inheritance or estate taxer), imposed by any authority having the direct or indirect power to tax, including
any city; county, state or federal government, or any school, agricultural, lighting, drairinge or other Improveinantdist thereof, as against any legal or
equitable Interest of Lessor in the Premises or In the real property of which the Premises are a part, as against Lesstir. `inhtrto rent or other income
ther0rom, or as against Lessor:, business of leasing the'Premises.
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10.3 Joint Asseeivrrtant. if the Premises are not separately oesessed, Lessee's liability shell bean equitable proportion of the real ptiperty taxes for
all of the fend acid Improvements included within the tax parcel assomd, such proportion to be determined by Les or•from the respective valuations
assigrtml in the assonla-'s work sheets or such other Info;;nation as may be r ias�nably soluble, Lessor's r oasonebhe determinatlon thereof; hi gcwd faith,
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shall be conclusive.
10.4 Personal Pr,�toert*,v Taxes.
(a) Lessea shall pay prior to deiinquanty all taxes assessed Against and 1e4fed son trade fixtures, furnishings, equipment and e11 0-her
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personal property of lessee zmtalned In the Promises or elsa•whera. When possible, L®etee-ahe11 cause said trride fixtures, furnishings, equipment ei all
other xlersond property to be asdtraed and billed seporalely :rom the real property of Lessor.
(b) if any of Lessee's si4id personal property shall be asses:,, ` with Lessor's real property, Lessee shall pay Lessor the taxes attributable to
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Lessee within 10 days after receipt of a weittenstatement seating forth the . xss applicable to Lessee's propriviv,
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11. Utilities. Lessee -ihall pay for all water, gas, ., f , light, power, tolept ona and other utilities and se , suppled to ttle Premises, together with any ''-
taxes thereon. If any such cervices are not sepal afely metered to Lasses, Lessee shall pay a reasonable rM- grtion to be determined by Lessor of all
charges jolmly metered with other promises.
12. Assignment and Subletting.
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12.1 La ar's Content Required. Lessee shall not voluntarily at by operation of taw assign,-ransfer, mortgage, sublet, or otherwise trNneter yr
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encumber ell or any part, of Lessee's interest. in this Lease or in the Premises, without Lessor's prior written consent, which Lessor shall not unreasonably
wlthholr`, Any attempted assignment, transfer, mortgage, encumbrance or subletting without such convent shall be void, and shall constituw6 breach of
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this Leate.
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12,2 No F.!.-ase iif Lessee. Regardl6as of Lessor'rconsent, no subletting or a r--i;nmont shall release Lessee of Lessee's obligation or alter the
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primary lim. lity of Lescea to pay the nint and to perform all other obligations to be P{,normal by Lessee hereunder. The acceptsnco of rant by �.assor
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from any oth r person shay; not bodeenied to be a waiver by Lessor of any prtnvlslor. hae-5f, Consent to one assignment or subletting shall not be deemed
consent 'm any subsequent asdgnment or subletting,
12.3 Attorney's Few.<r, the eya it that Leaver shall consent to a sublecse or assignment under Paragraph 12,1, Lessee shall pay L • isor's reasonable
attorneys' fees not to exceed $100 Incurred In connection with giving such consent.
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13. Defaults;-9amedies.
13.1 tAffaults. The occurrence of any one or more of the ioiiowir.a events shall constitute a material default and 'Jeach of this Lease by Lessee:
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(a) The vacating or abandanment of the Premises by Lessee.
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(b) The failure by Lessee to make any payment of rent or any other payment required to be made by Lessee tzreurider, as and when due,
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where such fa.(ura shall continue for a period of three days after written notice thereof frem Lessor to Lessee.
(cl The failure by Lessee to observe or perform s!iy of the covenants, conditions or provisions of -this Lease to be obsetvell or performed by
Lessee, other than deskiribed in paragraph (b) above, where such failure shall continue for a period of 30 days after written nonce hereof from Lessor to
Lessee; provided, however, that `f the nature of Lessee's default is such that more than 30 days are reasonably required for its cure, then Lessee shall not
be deemed to be in default if Lessee commenced such cure within said 30-day period and thereafter diligently prosecutes such cure to completion.
(d) (i) The making by Lessee of any general assignment, or general arrangement f-ir the benefit of creditors; (Ili the filing by or against Lessee
of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case
of a petition filed against Lessee, the sat 9 is dismissed within 60 clnys; (iil) the appointment of a trustee or receiver to take possession of substantially all
"
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of Lessee's meti located at the Premis .;.or of Lessee's interest in this Lease, where possession ill not restored to Lestm within 30 days; or (iv) the
1
attachment, execution or other judicial e.,Lre'ofsubstantially all of Lessee's assets locsted at the Promises or of Lessees i-�:,,,tM in thiti Lease, where
such selzure Is not discharged within 30 days.
13.2 Remsdiet.. In the event of a-y such material default or breach by Lessee, Lessor may at any trine thereafter, with or without notice or
demand and without limiting Lessor in the exercise of any right or remedy which Lessor may hsvtr by reason of such default or breach:
i
(a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shell terminate an., Lessee shalt
from all damages incurred by Lessor
immediately surrender possession of the Premises to Lessor. in such event Lersor shall F entitled to recover Lanes
l
by reason of Lessee's default Including, but not limited to, the cost of recovering poslu,si.'on of the Premises; expenses of relettinZ,, including necessary
renovation and alteration of the Premises, reasonable attorney's fees, and any real estate commission, actually paid; the worth at the time of award by the
court having ju. �'ction thereof of the amount by which the unpaid rent for the balance of the term afterthe time of such award exceeds the amount of
(.
such rental loss fL•r she same period that Lesaes proves could be reasonably avoided, that portion ob the leasing commission paid by ,Lessor pursuant to
Article 15 applicable to f,ie unexpired term of this Lease. Unpaid installments of rent or other sums s„all bear interest from tht date due at the rat0 of
10% per annum. In the event Lessac shall have abandoned the Premises, Lessor shalf„have the option of (i) retaking possession of the Premises and
recovering from Lessee the amount specified in this Paragraph i3.2(a), or (ill precaeding tinder Paragraph 13.2(bl.
tF
(b) Maintain Lessee's right to posse ➢irn in whlcti case this Lease shall continue fi effect whether or r.ot Lessee shall have abandoned t)ie
Premises. In such event Lessor shall be entity ` nferce all of Lessor's rights and remadies under this Lease, including the right to recover the rent at: it
ti1:=omes
due hereunder.
(c) Pursue any other remedy ni' .re after svallable to Lessor under the to werr judicial rlecisons of the State of California, „
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13.3 Default by Lessor. Lessor shall-1 be in default unless Lessor fails to pers6rn_ obligations rcii-dred of Lessor within a reaso_ 'me, but in
no event later than thirty (s0) days after vmten notice by Lessee to Lesser and to theholder of any first mortgago or deed of trust covering-..,e Prenaws
'(
whose name and address she!! -have there`ofure been furnished to Lessee ir. writing, specifying wherein Lessor ties failed to perform each obligation;
:
provided, however, that if the nature of Lessor's obligation is such that more then thirty (30),,days are required for parformanoa then Lessor shall not
in default if Lessor commences performance within such 30-day period andthereafterdiiigqntiy, prosecutes the sane to completion. _ =
13A Late Charge::. Lessee hereby acknowledges that ate payment by Lessee to Lessor of rent and other sums due hereunder will cause Le or to
incur costs not contemp;ated by this Lease, the exact amount of which will be extreme:y difficult to ascertain. Such costs incl!:de tic* tre notJ n'ited�to,
processing and•accounting charges, and late charges which may be imposed on Lessor by the terms of any mortgagebr trust d led couar'ingine Prsmi es.
Accordingly, if any installment of rent or any other sum due from Le:see, shall not,be received by Lessor or Lovior's designee within tel.,i (10) days oilier, -
such amount shalt be due, Lessee shall pay to Lessor a late charge equal to 10% of such overdue amount. The parties herroy agree the: such late; charge P
t
represents a fair and reasonable estimate of the costs Lessor will incur by reason of lato. payment by Lessee. Acceptanca of ,juco late charge by Lessor shay,
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in no avant constitute a waiver of Lessee's default with respect to such overdue amount, nor prevent Lessor from exercizing any of the other rights t ru'
remedies granted hereunder.
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14. Con6ernn.,3.n. if 'he Premises or any portion thereof are taken under the power of eminent domain, or sold under the threat of the exercise f said
-�- • - -"
power (all of wh'.ch are herein called "condemnation"), this Lease shall terminate as to the part so taken as of IK, date the Sondemning authority takes
or 25% the laneares of
title or possession, whinhever first occurs. If More )an 10% of the floor area of the improvement, on the premises, more t ar of
Lessee's option, to be in
(
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the Premises which is not occupied by any improvements, is taken by condemnation, Lesfae may, at exercised tenting only
within ten 410) days efter Lessor shall have given Lessee written notice of such taking (or in th':i absence of such notice, wirhh� tan (10) drys after tti?
,
i
condemning authority shall have. Taken possession) terminate :this .Lease as of the date the condemning authority takes such possession. If Lessee do6at 1 rot
!
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terminate this Lease It, accordance with the foregoing, this Lease shalt remain in full force, and affect as to the portion of the Premises ret�aininp, except
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that the rent shall be reduced in the proportion t;:at the floor area taken Sears to the total floor eras of the building situated on the PregAses Arta, awsr-d
for the taking of all or any part of the Promises under the power of eminent domain or any payment made under threat of the exercise of such,paoya.
shall be the property of Lessor, whether such :award shall be made as t;ompensation for diminution in value of the leasehold or for the taking of tha tea, cr
as severance damages; provided, however, the: Lessee shall be entitled to any award ilo,-i 104 of ordomage'to Lessee's trade fixtures.and remoVabla pe rsonal
property. in the event that this Leu-sb is not terminated by reason t>f such condemnation; Lessor shall; to the extent of severance damages received by
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Lessor in connection with such condemnation, repair any damage to the Premises caused by such condemnation except to the extant that Lessee has been
raimbursed •toerefor by the condemning authority. Lessee shall pay any amount in excess of such severance damages required to complete such repair;
15. Grokoria Fee. Upon execution of this Lease by bot i parties, Leswr shall pay toa
'
iicensed real estate broker, a fee of $.._. for brokerage services tiarotofora rendered. Lessor further agrees that if Lessee exer._A
any option 'granted herein or any option rttbstandally similar thereto, earner to erter,d'the term of this Lease, to renew this Lsasa, to purchase said
Premises} or any part thereof oodles any adjacent pruperty which Lessor may own or in .Mltich Lessor has an interest, or any other opt)oo granted tier in,
or if said breker Is the.orincurina causii. of env other lease.or sale. imtered inter between the pierties certain)ng to,thaflremises and/or any adjacartt property
in which Ltissor has an •interest,then :a;, to any of said transactlons, Lessor shell pay said brukot a fee in accordarce,with the scheduler of s?id l:r,,pker in
effect at the time of execution of this Lease, Lessor agrees to tray said fee }"tot or.Iy on bs:c9lf of Lessor but also'on behalf on a•ty person; +hrt".fration,
association,' or other entity having a`i owrsrship Interest in, said real property or any oars thereof, when such fee `, due hereunder. Any donsfnrae of
La3s;ar's 'ritsrest in this Lease, by accepting an assignment of such, interest, "shall be deemed to have assumed ossor'n obligation urger thtt "P,tpgraph 15.
Said 1t -ir shall be a third party beneficiary of the.provisions of this Paragrap .
In. General Provisions,
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16.1 Estoppel Certificate,
from Lessor deliver to
s`
i �� •,
(a) Lessee shall at any time upon not less than tan (10) doss' prior written noticeexecute, acknoyuledgv and :Lessor a
statement its writing (1) certifying that this Lease is unmodified and in full force anti, Effect (or,, if: modified, stating the nature of such modification and
certifying t I at this Lease, as so modified, is in full force and effect) and the date to'v4hicgi the rant and other charges are pall in advance, if any, and ((il
acknowledging that there are not, to Lessee's knowledpiany uncured defaults on the part of Lessor hereunder, orspedfying such defaults if any are
14u
claim-J. Any such Rtaltement fray be conclusively railed upon by any prospective purchaser or encumbrancer of the Premises,
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(tal) Lesv a's failure to deliver such statement within such time shall be conciusii,e apon Lessee (I) that this Lease is to full force and effect,
�a
without modification exospt as may be represented by Lessor, (ill that there an• uncured d>:'aWts In Lessor's performance, and (Ili) that not more than
t
one morith'ili rent has been paid in advance.
(c) if Lessor deaires to finance, or refinance the Promises, or any part thereof, Lessee hereby agroas. to deliver to any lender,designated by
'
Lessor such financial statemonts of Lessee as may be reasonably required by such lender, Such statements shall indude•the past three years' financial
statements of Lessee. All such financial statements sho(l be. received by Lessor in confidence
"Lessor"
and shall ba usnd only for the purposes herein set forth,
16,2 Lessor's Liability. The term as used herein shall masn only the ownlir
or owners at the time in question of the fee title or a lessee's
Interest in al ground lease of the Premises, and except as expressly provided in Paragraph
15, in the event of any transfer of such title or interest, Lessor
herein itanaid (and In case of any subsequent tronsfors the then grantor) shall be r( lived from and after the date of such transfer of all liability as respects
Lessor's obligations thereafter
to be performed, provided that any funds in the handn of i''aor or the then grantor at the tutu of such transfer, In which
Lessee has tin Interest,
shall be; delivcrad to the grantee. TFa obligations contained In this Lease to be performed by Lessor shAl, subject as aforesaid, bri
binding' on Lessor's successors
and assigns, only during thou respective periods of owoershloF
16,3 Severabillty. The Invalidity of any provision of this Lease as determined by a court of sompeteat jurisdiction, all loll in nc, Way affect cite
validity of any other provision hereof.
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16A interest an Past -dub Obligations. Except as expressly herein provided, any amount due to Lessor not paid when due t hell beat inter"est r,t 10%
per annum fl'om the date due. Payment of such interest shall not excesa or cure any default.by; Lessee under thls.1 case.
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16.5 'rirle of Eadrics, Time is of the essence,
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16.6 +f: ;c liter Rtt(de and paragraph captions )re not a part hereof.
16.7 Intorporstion'4 Prior Agreements; Amandmeots. This Lease contains all sgraegiants of the rdrties with respect to at matter Mentioned
1
herein. No prier agrotment oi; understanding pertaining to any such Matter be offaotivq+ Yhis Lease hies be modified In wrltiF iV, t:i+an `,by the
parties in interest at the time of the modification.
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fie- I.. y _ ,mow fit.. {� �spt
Mri�,.Mmw' ._.,.. r•' �IRI .. . �.r1��1R'iJSISMIs�rv#�a.s�nl...�w�e�r— i�i ^ '�'��'�.RM^" RWI ' 510
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�„en...-sew. u-,,,..��.r.;.::.. •.�e,�.
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16.Eai Notices. Any notice required or permitted tp be given 'Hereunder shall be in writing and may be serYid personally n} by regular mail,
addressed to Lessor and Lessee respectively 2t the addresses set forth after their signatures at the er t, of this Lessor, E
16.9 Weiven. No waiver by Lessor ;of an?f provision hereof shell be doomed a waiver Jf any other provision hereof or af`any�subsaquent boo ch by f
Loeser, of the some or any other provision. LessorfT oonsent t6-or approval of any act shell tZot be dasmed to random unnecessary the obtaining of Ll.por'%
consent
' cont to or approval of any subsequent act by Low.a. The acceptance of rent hereunder-Eiy Lasso. < `Il not be a weivLr of any preceding broach by
a : - lessee of any provision hereof, other then the failure of Lessee to pay the particular rant so accepted, 'i ,ifass of Lessor's knowledge of such pranidlnB
breach at the time of acceptance of such rent,
' ( 16.10 Recardini. Lessee shall not record this Lease without Lessor's prior written consent, and such recordation shall, at the option of Lessor, F
constitute a non•curablis default of Lease hereunder. Either party shell; upon request ofthe other, execute, acknowledge and deliver to the other a "short i-
form" memorandum of this -Lease for recording purposes.
16.11 .Holdine Over. If Losses remains in possession of the Fremises or any part -thereof after the expiration of the term hereof without the express
J written corr,ent of Lessor, such occupancy shall he a tenancy from month to month at a rental in the amount of the lest monthly rental plus all other
s. charges payable hereunder, and upon all the terms hereof applicable to a mors4h Yu+rri§ilia tenancy.
f 16.12 Cumulative Rsmsdh No remedy or election hereunder shall be deemed exclusive but shaii wherever possiWia, be cumWi•t(ve with all other
remedies at law or in equity, ,.
r 10.13 Covenants and :`!,pditianfi. Each provisll41pf this Lease parformabia by Lessee shall be deemed bnzh a covenant and a condition,
+ 16.14 Binding Efivct; Ghoi;e r#"r Law. SubjecYto any provisions hereof restricting assignment or su' 'sting by,Lessee and subjert to the provisions
k: of Paragraph 16.2, this Lease shah bind the parties, Their personal representatives, successors and assigns. '1his Lease shall ;be governed) by the laws of the o
State of California.
i" 16.1'5 Subordination.
(a) This Lease, at
Los, or's option, shall be subordinate to any around lease, mortgage, deed of trust, or any other hypothecation for security
now or hereafteir placed upon the real property of .which the Premai es are a part and to any and all advances made an the ,ecuritlr thereof and to all
eanewe!s, modifications, consolidations, replacements and extension s;thereof. Ngtwithstanding such subordination, Lessee's eight to; quiet poss;ion of
the Premises shall not be disturbed if Lessee Is not Indefault and so long as Lessee shall pay the rent and observe and perform all of theprovisions of this
'3 Lease, unless this Lease is otherwise terminatW pursuant to its terms. If any mortgagee, trustee or ground lessor shall elect to have thjs Lease prior to the
:i lien of its mortgage, deed oftrust or ground ;lease, and shall give written notice thereof to Less", this Lease shall be deemed prior to such mortgage, dead
l of trust, or ground .lease, whether this Le, is,:dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the data of
x recording thereof. o
s ,
(b! Lessee agrees to execute any documents required to i ffectuote such subordination or to make this Lease prior to the lien of any mortgage,
deed .of trust or ground lease, as the- case may be, and failina-to do so within ton (10) days after written demand, does hereby make, constitute and
irrevocably appoint LassoX as. Lessee's attorney in fact and in Le=e's name, place and stead, io do so.
16.16 Attorneys 'Foes,; If either pariy,,,or the broker namad heroin brings. an action to enforce the terms hereof or: declare rights hereunder; the
-availing party in ar,'- such actiof 6i- tridl orappi al, shall be entitled to his reasonable attorney's :ees to -be pa!d by the losing party as fixed by the
a court. The provisions oyi this paragraph shali,,inure to the benefit of the broker named herein who seeks to enforce a right hereunder.
16.17 , Lessor's Access. Ldir.;or and Lessor's agents shall haveilrie right to enter the Premises at reasonable times for the purpose of inspecting the
t same, showing the same toss vs ective purchasers o{. Ietjders, and making such alterations, repairs, irnpro'.ements qr additions to the Premises or the
building of which they area part as Lasso: may deer.; necessary or desirable. Lessor may at any timsplace on or about the Premises any ordinary "For
Sale signs and Lessor may at any time during fee fast 120 days of. the term hereof place on of about the Prem.z any ordinary "For• Lease", signs, all
without rebate of rent or liability to lessee..
16.18 Signs and Auctions. Lessee shall not place any sign upon the Premises or conduct any auction thereon without Lessor's prior written
consei t.
a 16.19 Morgix. The voluntary or other surrender of this Lease by Lessaa, or a mutual cancellation thereof, shall not work a merger, and shall, at the
option of Lessor;'torminate all ,)r any existing subtenanclas or may, at the option of Lessor, operate as an assignment to Lessot' cif any or all of sJch.,
subtenancies. a
16.20 670porate Authority. If Lessen is a corporation, each individual executing his Lease on behalf of saia".;, 1,9. nation eepresants and pvarrants
that he is, duWOuthorized to execute and. deliver this Lease on behalf of said:corporation. in accordance with a duly adooted.rmAction of the al3oard a' j
" Directors of said Corporation or in accordance with the Bylaws of said corporation, anti that this Lease is binding upon saiiiicorporation in aislordance ✓< < ` �,
with ,ts terms. If Lessee is a corponitioA Lessee shag within thirty (30) days after execution of this Lease, deliver to 4assar a ceaitiad cjlpy of s
resolution of the i oard of Directors of saai corporation authorizing or ratifying the executiontof this Lease.
{
See 'Exhibits A .old B. attaches -hereto and made a part hereof.
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t. The parties hereto have executed this Lease at the place and on the dates specified immediately adjacent to their respective signatures, 1;
If this' Lease has boon filled in R has.been prepared for sub:p,(Ssie;� to your attorney for his approval. No representation or
recommondation ii: mede by the real "'late' broker,er, its agents or emplayevs as to tits legs+! sufficiency, legal effect, or tax ;?
covleeyoori as of thb)L seso or the transaction rolatingthaKltor. pi$�ie�VURKE " t C�`. y A VA�
ad' PMA
S�lipppr,rtaha9m r3i.� rnia �u %.�0 ✓1��1 > 'A'+1 r
6xernuted at_ L.. _ y^,. Z �.. r-- - .--+- ! y • i =� Il r
an By CO CALF EVELOPMEAT CORP. a golor'ado Corp.,
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Address L$3 S. State College Blvd, By
,
: Anaheim, CA 92805 "LESSOR"
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_
CITY OF HUNTING.TON BEACH,;-
Executed at� � w
e,�'�
on,.
Ad'tl/ass By
i' •'LESSkirr," � .. ,t*y'�,w• -
01972•-By Aiaerioin Industrial Real Estata Associe -i A fN,--,`ghts reserved. No part of these works' rfley be r educed fn form without permission In writing. r
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For these fo4ms write the American Industrial Ra estate Association, 5670_ Wilshire Boulevard, Los AM. `California 90036 Form 102g 272
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