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Home My WebLink AboutCONGRESSMAN DANA ROHRABACHER/ABDELMUTI DEVELOPMENT COMPANY - 1998-02-17-"yo.�"'T'ea'f ,., eh/e4,-, e•4e✓ &4 es -ad Council/Agency Meeting Held: boo-3a Deff rredIContinued to: m'Appro ed Co ;tionall A roved ❑ Denied �v , Clerk's Signature - , Council Meeting Date: April 19, 1999 Department ID Number: ED 99-18 CITY OF HUNTINGTON BEACH REQUEST FOR REDEVELOPMENT AGENCY ACTION SUBMITTED TO: HONORABLE CHAIRMAN AND REDEVELOPMENT AGENC( r, MEMBERS —C C— : SUBMITTED BY: RAY SILVER, Executive Director�j PREPARED BY: DAVID C. BIGGS, Director of Economic Development n SUBJECT: Approval of Form of Leases: Computer Memory Test Lab3, Rb. 8 Congressman Rohrabacher — Oceanview Promenade Statement of Issue, Funding Source, Recommended Action, Altemative 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 subsidize the difference between the "Guaranteed Rental Rate" and the amount of actual rents collected for a portion of the office space in the Oceanview Promenade building. The Agreement also requires the Agency to "Approve as to Form" all leases for the office space. FundingSource: Redevelopment Tax Increment. Recommended Action: MOTION TO: Approve as to Form the attached leases for office space within the Oceanview Promenade between Abdelmuti Development Company and: Computer Memory Test Labs, Inc; Second Amendment and Congressman Dana Rohrabacher, First Amendment. Alternative Action(s): Do not approve the leases. 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." 0 REQUEST FOR REDEVELOPMENT AGENCY ACTION MEETING DATE: April 19, 1999 DEPARTMENT ID NUMBER: ED 99-18 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 20,600 square feet in total. If actual rents are less than the guaranteed rate, the Agency pays the difference ( the "Rent Differential Payment"). The attached leases and amendments all represent the re -tenanting of previously occupied space and will have little impact on the amount the Agency pays each month in subsidy. Specifically the leases are as follows: 1. Computer Memory Test Labs, Inc., Second Amendment: A lease for an additional 1230 square feet. 2. Congressman Dana Rohrabacher, First Amendment: An extension of the term of the lease for two additional years until December 31, 2000. The structure of these leases is identical to those previously "Approved as to Form" by the Agency and they have been reviewed and approved by the Agency Attorney. The Agency is not a party to the leases. Environmental Status: NA Attachment(s): RCA Author: Kohler at extension 5457 VITLRAA.DOC -2- 0410819911:05 AM kd SECOND AMENDMENTT-OFFICE SPACE LEASE This Second Amendment to Office Space Lease (this "Amendment"), dated for reference purposes as of January 11, 1999, is made by and between ABDELIIIUII DEVELOPMENT COMPANY, a California partnership ("Landlord"), and COMPUTER MEMORY TEST LABS INC., a California corporation ("Tenant"). REQITALS: A. Landlord and Tenant have previously executed that certain Office Space Lease dated December 2, 1997, as modified by that certain First Amendment dated March 11, 1998 (collectively, the "Lease") demising to Tenant One Thousand Two Hundred Thirty (1,230) rentable square feet of space designated as Suite 2G (the "Premises") in the building known as Oceanview Promenade (the "Building"). B. Tenant desires to demise an additional One Thousand Two Hundred Thirty (1,230) rentable square feet of spate from Landlord on the same terms and conditions set forth in the Lease, except as otherwise set forth herein. C. The parries no-w desire to amend the Lease, pursuant to Section 20.3 thereof, as more particularly set forth below. NOW, THEREFORE, for fair and valuable consideration, the receipt and adequacy of which is hereby acl:nowlcdged, Landlord and Tenant agree as follows: 1. Premises. As of the "Effective Date" (as defined herein), the Premises as described in Item 2 of the Basic Lease Provisions is amended to include Suite 2H of the Building. Suite 2H consists of One Thousand Two hundred Thirty (I,230) rentable square feet and is located on the second floor of the Building (the "Expansion Space"). Accordingly, the Premises shall thereafter comprise Two Thousand Four hundred Sixty (2,460) rentable square feet and all references in the Lease to the "Premises" shall mean and refer collectively to Suites 2G and 2H. Upon execution of this Amendment and performance of the obligations set forth in Paragraphs 3 and 4 below, possession of the Expansion Space shall be tendered to Tenant. 2. Basic Annual Rent. The "basic annual rent" under the Lease is currently Nineteen Thousand Nine Hundred Twenty -Six Dollars ($19,926.00) payable One Thousand Six Hundred Sixty and 501100 Dollars (S1,660.50) per month. As of the "Effective Date", basic annual rent shall be increased as follows, payable in accordance with the terms and conditions -of the Lease: )_)1-j5 1_r".q0V._W AS 7,10 FoTZin+ G :iL ,� C� Z:r;. Deputy City, Attarney 2671014824000113227661.2 ,01/11199 Lease Terns Basic Annual Rent January 1, 1999 - December 31, 1999 541,328.00 - payable 53,444.00 per month January 1, 2000 - December 31, 2000 $42,066.00 - payable $3,505.50 per month January 1, 2001 - February 15, 2001 S42,E04.00 - payable $3,567.00 per month 3. January Rent, Upon execution of this Amendment, Tenant shall pay Landlord as rent for the month of January the amount of One Thousand Seven Hundred Eighty -Three and 501100 Dollars ($1,783.50). 4. Security Deposit. Upon execution of this Amendment, Tenant shall deposit with Landlord an additional One Thousand Nine hundred Six and 501100 Dollars ($1,906.50) to increase the Security Deposit under the Lease to Three Thousand Five hundred Sixty -Seven Dollars ($3,567.00). 5. Office Telephone Number. The current telephone number for the Tenant is (714) 960-1243 and Item 11 of the Basic Lease Provisions is hereby modified to reflect the correct telephone number. 6. Improv_ements. Landlord and Tenant hereby agree that no construction work in the Expansion Space is to be performed by Landlord. Tenant hereby accepts and approves the Expansion Space in its current AS -IS condition. Any additional improvements or construction work in the Expansion Space shall be subject to the approval of Landlord and the provisions of the Lease, including without limitation Article VI of the Lease. 7. Eff� Date. The Effective Date of this Amendment shall be January 1, 1999. This Amendment is also conditioned upon the vacation of the Expansion Space by the existing tenant and approval of this Amendment by the Redevelopment Agency of the City of Iluntinp on Beach (the "Agency"). Should the Agency disapprove the Amendment, it shall automatically become null and void. 8. Conflict. In the event of a conflict between this Amendment and the Lease, the terms of this Amendment shall control. THIS SPACE INTENTIONALLY LEFT BLANK 26WO M20-000117:?7661.2 101 /111" -2- 9. Full Force and Effect. Except as specifically modified herein, the Lease remains in full force and effect. IN WITNESS -WHEREOF, the parties have executed this Amendment as of the date first written above. ABDEIIILM DEVELOPMENT COMPAW, "LANDLORD" COMPUTER MaIORY TEST LABS INC., a California corporation By:Zg ohn Deters, President "TENANIT" 2671014E20-000113227661.2.0111119) -3- - M First Amendment to Congressman Rohrabacher Lease. ATTACHMENT #2 Va -10-5� 12:�9aa Frcn-RUTAN I TV"' LP. + T-192 P.03104 HSE M TO OFFICE SgACE LEASE, This First Amendment to Office Space Lease e (this "Amendment') is dated for reference purposes as of December 21, 1998, by and between ABDELMU1'I DEVELOPMENT CO:riPANY, a California p= ership ("Landlord"), and CONGRESS14AN DANA ROHRABACHER, U.S. House of Representatives ("Tenant"). RECIIC$LS: A. Landlord and Tenant have previously executed that certain Office Space Lease dated February 5, 1998 (the "Lease"), demising to Tenant One Thousand Six Hundred Seventy (1,670) rentable square feet of space desiggmted as Suite 3C (the "Premises") in the building kmown as Oceanview Promenade (the "Building"). S. Tenant desires to extend the term of the Lease for an additional two (2) years on the same terms and conditions set forth in the Lease, except as otherwise set forth herein. C. The panics now desire to amend the Lease, pursuant to Section 20.3 thereof, as more panirularly set forth below. NOW, SORE, for fair and valuable consideration, the receipt and adequacy of which is hereby acknaw•ledged, Landlord and Tenant agree as follows: I. Extension of I-r-as Term. The term of the Lease which was otherwise set to expire on December 31, 1998 shall be extended to December 31, 2000. 2. F_ffacjve Date. This Amendment is conditioned upon the approval of this Amendment by the Redevelopment Agency of the City of Huntington Beach (the "Agency"), and in the event the Agency disapproves the Amendment, it shall become null and void. 3. Ca i . In the event of a conflict between this Amendment and the Lease, the terms of this Amendment shall control. (RENS.AMER OF PAGE WITI I7ONALLY LEFT BLANK) � �w •try.„ {h7-�1-`1 nr C.+Yl.1J d3 aV Four -LL KrUTTC ;, Cit.7 Attorney By:: Deputy City kttorne.X 2CM1412.04=1ri227898.1 412alM MAR-10-1999 12:09 + 9e% P.e3 Y,r-1C-95 ]2:]Opn Fro^—R'JTl�1s t TLC"zR LL?, + i—]Si P.04/04 F-33o 4. or+ce jind ca. Except as spocifwaHy modified herein, the Lease ranains in full force and effect. IN WITNESS VMEREOF, the parties have executed this Amendment as of the date first wrinen above. ABDFI1 U= DEVFWMENT CO;NLPANY, a California Zen-tral panrer*'V Mlam&l///,%r/// -7 "LANDLORD" CONGRESSMAN DANA ROR ABACHER, U.S. House of Represeamrives By: VD'A-14A ROHRABACHER w-M-NArI'T" 267,014V3LVJ OtfJ2271?6 t ■12121/9d —2— MaR-10-1999 12:09 + 9_% F.CA u Second Amendment to Computer Test Labs, Inc. Lease ATTACHMENT #1 COVER PAGE REQUEST FOR LATE SUBMITTAL (To accompany RCA) Department: Economic Development Sub'ect Oceanview Promenade Lease Council Meeting Date: 4/19I99 Date of This Request: 419199 REASON(Why is this RCA being submitted late?): Adam Volker withdrew the Vital Technology Inc. lease that was part of this packet. -Consequently, the RCA needed to be redone to reflect this change. EXPLANATION(Why is this RCA necessary to this agenda?): Abdelmuti has already executed these leases with leasees and the City has an obligation to approve them within a s ecified timeframe. CONSEQUENCES (How shall delay of this RCA adversely impact the City?): We would be In violation of our contract with Abdelmuti Development Compa Signature: epa nt Head proved O Denied Ray Silver City Administrator LATESUBM.DOC 07114/94 � v RCA ROUTING SHEET INITIATING DEPARTMENT: Economic Development SUBJECT: Approval of Leases -- Oceanview Promenade COUNCIL MEETING DATE: Aril 19, 1999 RCA ATTACHMENTS STATUS Ordinance (w/exhibits R legislative draft if applicable) Not Applicable Resolution wlexhibits & legislative draft if a licable Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (wlexhibits if applicable) (Signed in full by the City Attomey Not Applicable Subleases, Third Party Agreements, etc. (Approved as to form Py City Attome Attached Certificates of Insurance (Approved 6 the CifEAttome Not Applicable Financial Impact Statement Unbud et, over $5,000 Not Applicable Bonds If applicable) Not Applicable Staff Report If applicable) Attached Commission, Board or Committee Report if applicable) Not Applicable Find in s/Conditions for Approval and/or Denial Not Applicable EXPLANATION FOR MISSING ATTACHMENTS REVIEWED RETURNED FOR DED Administrative Staff Assistant City Administrator Initial City Administrator initial sT�I� City Clerk fEXPLANATION FOR RETURN OF ITEM: 44 RCA Author: svk Council/Agency Meeting Held: / 9 I _ Deferred/Continued to: OYApproved ❑ Conditionally Approved ❑ Denied City Clerk's Signature _o Council Meeting Date: February 17, 1998 Department ID Number: ED 98-05 CITY OF HUNTINGTON BEACH REQUEST FOR REDEVELOPMENT AGENCY ACTION SUBMITTED TO: Honorable Agency Chairman and Agency Members SUBMITTED BY: Ray Silver, Acting Executive DirectorWW PREPARED BY: David C. Biggs, Director of Economic Development SUBJECT: Approve As To Form: Oceanview Promenade Lease -- Congressman Dana Rohrabacher Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: The Owner Participation Agreement with the Abdelmuti Development Company requires the Agency to subsidize the difference between the Guaranteed Rental Rate and the amount of actual rents collected for a portion of the office space in the Oceanview Promenade building. The Agreement requires Agency review of all leases. Funding Source: None as a result of this action. Recommended Action: Motion to: Approve as to form the attached lease between Congressman Dana Rohrabacher and Abdelmuti Development Company for office space within the Oceanview Promenade. Alternative Action(s): Do not approve the lease. Analysis: On May 28, 1991, the Redevelopment Agency entered into an Owner Participation Agreement (OPA) with Abdelmuti Development Company for the development of a three story, 42,000 square foot mixed use development which was subsequently amended in November 1991, approving a fourth story and a 'Guaranteed Rental Rate' for a portion of the office space. 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 20,600 square feet in total. If actual rents are less than the guaranteed rate, the Agency pays the difference. The attached lease between Congressman Rohrabacher represents the re -tenanting of space in that portion of the building subsidized by the Agency. Because this space had been previously leased, approval of this lease will have little impact on the Guaranteed Rent, nor on the Agency's payments. REQUESTFOR REDEVELOPMENT AGE%NCY ACTION MEETING DATE: February 17,1998 DEPARTMENT ID NUMBER: ED 98-05 The lease is identical to those previously approved by the Agency and its important to note that the Agency's approval is solely 'as to form.' The Agency is not a party to the lease. Attached is a legal opinion from the City Attomey that affirms the Agency's legal standing to provide a financial subsidy to a project where the federal government is a tenant. Environmental Status: NIA Attachment(s)• General Services Administration (GSA) Lease 2. City Attorney Opinion (RLS 96-140) DANARAA.DOC -2- 02110198 8:30 AM AUTHOR: browng �1 191, o CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIEORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CrTY CLERK LETTER OF TRANSAIITTAL OF ITEM APPROVED BY THE CITY COUNCIU HU REDEVELOPAIENT AGENCY OF THE CITY OF NTINGTON REACH DATE: f}iQ e'#- 0 t/ 9 9 y TO: �RE%5fflVhYV ,,"A t/ATTEI�ITiON: _ Name _ --D-FYART IVWNT- strept &V�� rAV &2k? IV, REGARDWG: &'Z&Llez� City. State, Zip / See Attached Action Agenda Item Date of Approval OV Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item. Remarks: (;" - Connie Brockwa Y City Clerk Attachments: Action Agenda Page CC:zz"'W-6-6 ., Nwne%j/�aWi✓ Name Agreement Bonds RCA Deed De arunent 3 RCA Aproemcnt - /L/_ Department RCA Agreement Name Department RCA Name Department Risk Management Dept. RCA Apsement Apse+eent Insurance Other ,4 cr1o1V dL&-9614 PIGS Insurance Other Insurance Other Insurance Other Insurance Other Insurance Received by Name - Company Name - Date G:I: ollowuplcoverltr Mlophone: 71 d-536-5227) (10) 02117198 - Counci Agency Agenda - Page 1 D E-10. (City Council) Adopt Resolution No. 98-16 Authorizing Certain City Officials To Execute Applications And Documents To Obtain Federal And State Disaster & Emergency Relief - (630.50) Adopt Resolution No. 98-16 - `A Resolution of the City Council of the City of Huntington Beach Authorizing Certain City Officials to Execute Applications and Documents to Obtain Disaster and Emergency Relief.' Submitted by the Acting Assistant City Administrator/Fire Chief (Officials designated are: Fire Chief, or the Finance Director, or the Emergency Services Manager, or the Emergency Services Coordinator.) [Approved 7-0] E-11. (Redevelopment Agency) Approve As To Form -Ocean View Promenade Office Space Lease Between Abdelmuti Development Company & Congressman Dana Rohrabacher- (600.30) Approve as to form the attached lease between Congressman Dana Rohrabacher and Abdelmuti Development Company for office space within the Ocean View Promenade. Submitted by the Economic Development Director [Approved 7-0] � z�1rt� �i.r. ra :rs -� �rrsfr.� � r:�•T � raa..r�r;�� . • - r� [Removed From Agenda] E-13. (City Council) Approve Replacement Of Damaaed Main Promenade Parkina Booth - Approve Budget Amendment - (320.45) Approve an amendment to the Fiscal Year 97198 budget to encumber $5,398 from the General Fund to Account E-AA-CS-344-6-59- 00 for the replacement of a parking attendant booth. Submitted by the Community Services Director [Approved 7-0] E-14. (City Council) Approve Deslan/Build Contractor Agreement For The Civic Center 800 Mhz Proiect - CCA048 -Tower Structures, Inc. - Approve Settlement Committee Recommendation Re: Insurance Provisions - (600.80) Approve and authorize the Mayor and City Clerk to execute the attached Design Build Contract with Tower Structures, Incorporated for a fee of $222,757 to provide design/build construction services for the Civic Center 600 Mhz project; and approve the Settlement Committee recommendation to accept the contractor's completed operations/product liability coverage in -lieu of professional liability coverage. Submitted by the Public Works Director [Approved 7.01 (10) IN • JAra w. we �wc- J..Lts 4 weww,f /A4; I.CpLw•L, YY IT.K�A•T J. C.— .KwAww A [Ultil-tom rKrRRL f. rOwrww LCONAw0 A I.Ar«[L Mn1. O..Oww Ja«N I. NVN-M. J., JOta a w.ewatwe WC-mtL w. /«rtK f1tV[r A NK.0L.6 r.Vewe 0.9c.-r6TOw Tw[eeewe L wAaa.ec. 1•-• FyLlww w. rvw6cw JOwtTr• 0- CwwRyTw cvw�O�w1 IwCw.I DAaW R1CwAILO. awi .AwO—L 6Aw9V0« JA•LCf • ew CAL rMY Y. 6R[[N .Oa[1!T C- a��AwT riDMAf J. t.A.[ c DwwwDg a•a[oLLA Ja• rAw. •. F." C. f e. O..LIwOLw' . MTw[w�ri JL r60w 0.-0 C. OwwO L.Lw Ttr• OYwC I wAwLOV�or CUwO.e t. —COEN *.C—.e e. "o.19-OCe rWIMCL O. PM." LO.. f..wt. 6«-Tr w a- wMr' ■star Tr. —119 n x9`7 cv r. 00[RTIAN• [L.twac Tw L. M—ft G',LN MOLCOI ,GM O T«OYLYOf .e.twT a- N«TL. JATNC TAROw wACK■ DA O J. "it Iru9 OA-0 S. Cefe.OK LL"4— A. ►c=. -LNo _ UOT[. TwLLLAr r. 0IMTTCOw[NA 6T[r«6w A. CLLIa Yia Messenger RUTAN & TUCKER, LLP ATTORNEYS AT LAW A /ARTNCRSNI• INCLUOINO PN0IC351ONAL CON/ORATIONS 641 ARTON SOULEVAND, SUITE 1400 COSTA MESA, CALIFORNIA 92626-1995 DIRECT ALL MAIL TO: P. O. SOX 1950 COSTA MESA, CALIFORNIA 9262E-19S0 TELCPMONC 17141 6A1-5100 FAX 17141 546-0035 A. >Y wUTww IIawO.16Hf JArCf a TVCwt A. a.. Ila wa•Iea01 r �Lro•6 w- 6A«a. a.- uw.a-.aql w. wOD6Lw wOw[a4 I�fie-If O11 February 5, 1998 David C. Biggs, Director Department of Economic Development City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 rA"f R. "so 6COTT A. W.W.T. Jc.T.cT t- Mn.6Aw w1 we6C.• a 6wCr JYLM L wwwo AOAr N- % .4N xrN✓Lw OTw*[iM hwe IT a aeaelARa 6T[�[N J. a00w r, acT�w aw.:.a Doueuf J. ecrr�was6w 4Tri r r[L!t■ T.10 A JLwAND[R L [.� wAww.6pw TppO e. LT+r CLH[ Mr r.ATN Vr wwwA w. CAwL60r tubNa L. O[rrL ="Lg,wA iwL DIIww C. 0. IwcKO GALaM" olc—*e .. wOM L% 24.. a /.ww[LL Yrca a. WC-%& NAwL[Nt .OL. rK—CL A. 6LATT[.T A -L LAC MLtt. A NT..c. -.46x u.CN c-sAat Tw TI wo OLaNA OV.. 619CL r.T.L.[ f•6aALD *~" DA-0 ., .*C-94 Aa+aoL. r M.OMDfw ar 6,ATLw ., *ILO OAVL J. &-CT1Lw6 LTNN LOS— a 0AT«[L ITAw60TrLC w-Llr J. 4".C...D JD.Cr« L.A w1 TLN[wCt J. aALLAfwtw A-6 C..IL6[R L wwpf[wpwLLOO.wOwAwa•1 M COVwacL aALryIY I. 6•TALLLYa[.OL. TnLLIAw w. altL e.wD J. e.w.f.Le1, wl Re: Proposed Lease between Abdelmuti Development Company and Congressman Dana Rohrabacher, Oceanview Promenade, Huntington Beach, California Dear David: As we discussed, enclosed please find a copy of the above - captioned Lease which has been executed by the Congressman. If you have any questions regarding the foregoing, please do not hesitate to contact me. Once the City Council has approved the Lease, please provide me with written confirmation of such approval. Very truly yours, RUTAN & TUCKER, LLP z4— Adam N. Volkert l.NV/sb Enclosure Cc: Mike Abdelmuti (w/o encl.) LEASE AGREEMENT ATTACHMENT #1. N OFFICE SPACE LEASE (Suite 3c) between ABDELMM DEVELOPMENT COMPANY, a California general partnership AS LANDLORD and CONGRESSMAN DANA ROHRABACHER, U.S. House of Representatives 11 AS TENANT OCEANVIEW PROMENADE WNTINGTON BEACH, CALIFORNIA 367?Q142'0tW16124015.2 AIL11'" ARTICLE I. PREMISES 3 �PRE1iISES SECTION 1.1 LEASED 3 SECTION 1.2 ACCEPTANCE OF PREMISES . . . . . . . . . . 3 SECTION 1.3' USE RESERVATIONS 3 SECTION 1.4 BUILDING NAME AND ADDRESS 3 ARTICLE II. 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 3.1 BASIC ANNUAL RENT . . . . . . . . . . . . . 4 SECTION 3.2 SECURITY DEPOSIT . . . . . . . . . . . . . 5 SECTION3.3 RENTAL TAX . . . . . . . . . . . . . . . 5 ARTICLE IV. USES . . . . . . . . . . . . . . . . . . . 5 •SECTION 4.1 USE . . . �A''D*OTHER* 5 SECTION 4.2 PROHIBITION AGAINST SOLICITATION ACTIVITIES WITHOUT THE PEP-MIS•SION OF LANDLORD . . . . . •. . . . 6 SECTION 4.3 EXCLUSIVE CONTROL OVER COM-MON AREA . . . . 6 SECTION 4.4 SIGNS . . . . . . . . . . . . . . . . . . . 6 ARTICLE V. SERVICES . . . . . . . . . . . . 7 SECTION 5.1 UTILITIES AND SERVICES 7 ' SECTION 5.2 OPERATION AND MAINTENANCE OFF CON_*AN* FACILITIES . . , . , . . . . 8 SECTION 5.3 USE OF CO:VION FACILITIES . . , . . . . . . 8 SECTION5.4 PARKING . . . . . . . . . . . . . . . . . . 8 ARTICLE VI. MAINTENANCE OF THE PREMISES . . . . . . 9 SECTION 6.1 TENANT'S MAINTENANCE AIM REPAIR . . . . . . 9 SECTION 6.2 LANDLORD'S MAINTENANCE AND REPAIR . . . . . 9 SECTION 6.3 ALTERATIONS BY LANDLORD . . . . . . . . . . 9 SECTION 6.4 TENANT'S ALTERATIONS . . . . . . . . . . . 10 SECTION 6.5 MECHANIC'S LIENS . . . . . . . . . . . 10 SECTION 6.6 ENTRY ANM INSPECTION . . . . . . 11 SECTION 6.7 SPACE PLANNING AND SUBSTITUTION . . . . . , 11 ARTICLE VII. TAXES AND ASSESSMENTS ON TENANT'S PROPERTY . . 12 SECTION 7.1 TAXES ON TENANT'S PROPERTY . . . . . . . . 12 ARTICLE VIII. ASSIGN?aNT AND SUBLETTING . . . . . . . . . . 12 SECTION 8.1 PROHIBITION AND CONSENT . . . . . . . . . . 12 SECTION 8.2 NO RELEASE OF TENANT . . . . . . . . . . . 13 SECTION 8.3 TRANSFER FEE . . . . . . . . . . . . . . . 14 ARTICLE IX. INSURANCE ANM INDE"".NITY . . . . , . . . . . . . 14 SECTION 9.1 TENANT'S INSURANCE . , . . . . . . . . . . 14 SECTION 9.2 TENANT'S INDEMNITY . . . . . . . . . . . . 15 ARTICLE X. DAMAGE OR DESTRUCTION . . . . . . . . . . . . . . 16 SECTION 10.1 RESTORATION . . 16 SECTION 10.2 LAANZLORD'S NON -LIABILITY 17 SECTION 10.3 TENANT'S WAIVER . . . . . . . . . . . . . 17 ARTICLE XI. EMINENT DCMaIm . . . . . . . . . . . . . . . . . 17 ARTICLE XII. SUBORDINATION; ESTOPPEL CERTIFICATE . . . . . . 18 SECTION 12.1 SUBCRDINATION . . . . . . . . . . . 18 SECTION 12.2 ESTOPPEL CERTIFICATE . . . . . . . . . . . 18 ARTICLE XIII. DEFAULTS AND REMEDIES . . . . . . . . . . . . 18 SECTION 13.1 TENANT'S DEFAULTS . . . . . . . . . . . 18 SECTION 13.2 LANDLORD'S REMEDIES . . 19 SECTION 13.3 INTEREST ON TENANT'S OBLIGATIONW LATE . PAYMENTS . . . . . . . . . . . . . . . . 21 te1roui:0-M1131740u.= &IM17 . SECTION 13.4 RIGHT OF LANDLORD TO PERFORM . . . . . . . 21 SECTION 13.5 DEFAULT BY LANDLORD . . 22 SECTION 13.6 EXPENSES Ah'D LEGAL FEES 22 ARTICLE XIV. END OF TERM .. . . . . . . . . . . . . . . . 22 SECTION 14.1 HOLDING OVER . 22 SECTION 14.2 SURRENDER OF PREVISES; REMOVAL OF PRCFERTY . . . . . . . . . . . . . 23 SECTION 24.3 AFFIXED PROPERTY . . . . . . . . . . . . . 23 ARTICLEXV. NOTICES . . . . . . . . . . . . . . . . . . . . 23 ARTICLE XVI. RULES AND REGULATIONS . . . . . . . . . . . . . 24 ARTICLE XVII. BROKER'S CO"-4ISSION . . . . . . . . . . . . . 24 ARTICLE XVIII. TRANSFER OF LA1NDLORD'S INTEREST . . . . . . . 24 ARTICLE XIX. INTERPRETATION . . . . . . . . . . . . . . . . 24 SECTION 19.1 GENDER AND HUMER . . . . . . . . . . . . 24 SECTION 19.2 HEADINGS . . . . . . . . . . . . . . . . . 24 KRTICLE XX. EXECUTION MD RECORDING . . . . . . 24 SECTION 20.1 CORPORATE AUTHORITY . . . . . . . . . . •. 24 SECTION 20.2 RECORDING . . . . . . . . . . . . . 25 SECTION 2 0. 3 A!%. ,M,%XNTS . . . . . . . . . . . . . . . . 25 ARTICLE XXI. MISCELLANEOUS .. . . . . . . . . . . 25 SECTION 21.1 Intentionally Omitted . . . . . . . . 25 SECTION 21.2 FURNISHING OF FINANCIAL STATNTS . . . . 25 SECTION 21.3 CHANGES REQUESTED BY LENDER . . . . . . . 25 SECTION 21.4 GOVERNMENTAL REQUIRL%1ENTS . . . . . . . . 25 SECTION 21.5 COVENANTS AND COL'DITIONS . . . . . . . . . 25 SECPION 21.6 WORK LETTER 25 SECTION 22.7 JOINT AND SEVERAL*LIABILITY' 25 SECTION 21.8 SUCCESSORS . . . . . . . . . . . . . 26 SECTION 21.9 TIM3 OF ESSENCE . . . . . . . . . . . . . 26 SECTION 21.10 CONTROLLING LAW . . . . . . . . . . . . . 26 SECTION 21.11 SEVERABILITY 26 SECTION 21.12 RELATIONSHIP OF,PARTIES 26 SECTION 21.13 INABILITY TO PERFORM . . . . . . . . . . . 26 SECTION 21.14 QUIET ENJOYMENT . . . . . . . . . 26 SECTION 21.15 HAZARDOUS WASTE AND MATERIALS . . . . . . 26 SECTION 21.16 ENTIRE AGREEM-ENT . . . . . . . . . . . . . 27 36WNt;0-M41I401S.1 avitl? 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. 1. Tenant's Name: CONGRESSMAN DANA ROHRABACHER, U.S. House of Representatives 2. Premises, including Floor, Suite No. and Rentable Area: Third Floor, Suite 3C, approximately 1670 rentable square feet. 3. Commencement Date: 1998.E 4. Lease Term: Through the period ending December 31, 1998. S. Basic Annual Rent: •$31,092.0 payable at $2,588.50 per month 6. Base Year Operating Expense: N/A. 7. Space Plan Approval Date: N/A. 8. Security Deposit: NDne. 9. Prepaid Rent: None. 10. Broker(s): None. 11. Address for Payments and Notices: To Landlord: Abdelmuti Development Company c/o Jack's Surf & Sport • 101 Main Street Huntington Beach, CA 92648 Attn: Mike Abdelmuti Tel.: (714) 536-6567 To Tenant: Congressman Dana Rohrabacher 101 Main Street, Suite 3C Huntington Beach, 1 CA 92648 Attn: K�il��..ILell.' e- `L'aL Tel.: flr4 R 7�„.24M_ . icy Notwithstanding anything in this Lease to the contrar y, so long as the Tenant is Congressman Dana Rohrabacher, Landlord shall allow the Tenant through the federal government to self -insure all insurance obligations contained in this Lease pursuant to the Federal Tort Claims Act. 13. Addendum: An Addendum consisting of one (1) page District Office Lease Attach^ient (if no Addendum is attached, insert the word none) numbered paragraphs is attached to and forms a part of this Lease. 14. Lease Execution: In witness whereof the parties hereto have executed this Lease, consisting of the foregoing provisions 7611010raoawnu.ou.s .iv�nrr and of the Additional Lease Provisions and Exhibits which follow, as of Dsc4mber S, 1999. /111A.W4 ,r I f it THIS LEASE SHALL IIOT ABDELb=I DEVELOPMENT COMPANY, BECOME EFFECTIVE UNTIL a California general partnership EXECUTED BY LANDLORD AND DELIVERED TO TENANT AID THE SUBMISSION OF THIS By: FORM OF LEASE BY 1X.-D- LORD, OR LANDLORD IS �Ak&-ftd general partner AGENT, DOES NOT CONSTI- � � , 44/X4 �/ f A' TLTTE AN OFFER TO LEASE, Landlord. 110 EMPLOYEE OR AGENT OF LANDLORD OR ANY PERSON WITH WHOM TENANT MAY HAVE NEGOTIATED THIS LEASE HAS ANY AUTHORITY -TO FODIFY CONGRESSMAN DANA ROHRABACHER, U. S. THE TERNS HEREOF OR TO House of Representatives MAKE ANY AGRENTS, REPRESENTATIONS OR PROMISES UNLESS THE SAMKE ByAA� -91'rA ARE CONTAINED HEREIN OR ana Rohrabacher ADDED HERETO IN WRITING. "Tenant" MEMORANDUM OF ACTUAL COV24ENCEMENT AND EXPIRATION DATES Commencement Date: Expiration Date: APPROVED AS TO FORS! GA11. HUTTON, City Attofn@y Vy- Deputy Csiy A =7 7e1roi.1:owoinq,o15.2 SIV101 -2 - N OFFICE SPACE LEASE (Suite 3c) between ABDELMUTI DEVELOPMENT COMPANY, a California general partnership AS LANDLORD and CONGRESSVJLN DANA ROHRABACHER, V.S. House of Representatives AS TE:7PitLT OCEXIVIEW PROMENADE HUN':'Ih*GTON BEACH, CALIFORNIA 16WO14t: =31312s013.2 a12ria,97 .r • i paae ARTICLE I. PREMISES .. . . . . . . . . . . . . . 3 SECTION 1.1 LEASED PREMISES . . . . . . . . . . 3 SECTION 1.2 ACCEPTANCE OF PREMISES . . . . . . . . . . 3 SECTION 1.3 USE RESERVATIONS 3 SECTION 1.4 BUILDINO NAME AND ADDRESS 3 ARTICLEII. TER.94 . . . . . . . . . . . . . . . . . . 4 SECTION 2.1 CMI RT,L . . . . 4 SECTION 2.2 TENDER OF POSSESSION �BY LANDLORD . . . . . 4 SECTION 2.3 INTENTIONALLY OMITTED . . . . . . . . . . . 4 ARTICLE III. RENT AND SECURITY DEPOSIT . . . . . . . . . . . 4 SECTION 3.1 BASIC ANNUAL RENT . . . . . . . . . . . . . 4 SECTION 3.2 SECURITY DEPOSIT . . . . . . . . . . . . . 5 SECTION 3.3 RENTAL TAX . . . . . . . . . . . . . . . 5 ARTICLEIV. USES . . . . . . . . . . . . . . . . . . . . 5 'SECTION 4.1 USE ... 5 SECTION 4.2 PROHIBITION AGAINST SOLICITATION ANDOTHER ACTIVITIES WITHOUT THE PERN.IS.SION OF LA2�LORD .. . . . 6 SECTION 4.3 EXCLUSIVE CONTROL OVER COMMON AREA . . . . 6 SECTION 4.4 SIGNS . . . . . . . . . . . . . . . . . . . 6 ARTICLE V. SERVICES . . . 7 SECTION 5.1 UTILITIES AND SERVICES 7 ' SECTION 5.2 OPERATION AND MAINTENANCE OFF CO:V.ON FACILITIES • . . . . . . . . . 8 SECTION 5.3 USE OF COM-VON FACILITIES . . . . . . . . . 8 SECTION 5.4 PARKING . . . . . . . . . . . . . . . . . . 8 ARTICLE VI. MAINTENANCE OF THE PREMISES . . . . . . . 9 SECTION 6.1 TENANT'S MAINTENANCE AND REPAIR . . . . . . 9 SECTION 6.2 LANDLORD'S MAINTENANCE AND REPAIR . . . . . 9 SECTION 6.3 ALTERATIONS BY LARMLORD . . . . . . . . . . 9 SECTION 6.4 TENANT'S ALTERATIONS . . . . . . . . . . . 10 SECTION 6.5 MECHANIC'S LIENS . . . . . . . . . . . 10 SECTION 6.6 ENTRY AND INSPECTION . . . . . , it SECTION 6.7 SPACE PLANNING AND SUBSTITUTION . . . . . . 11 ARTICLE VII. TAXES AND ASSESSMENTS ON TENANT'S PROPERTY . . 12 SECTION 7.1 TAXES ON TENANT'S PROPERTY . . . . . . . . 12 ARTICLE VIII. ASSIGNMENT AND SUBLETTING . . . . . . . . . . 12 SECTION 8.1 PROHIBITION AND CONSENT . . . . . . . . . . 12 SECTION 8.2 NO RELEASE OF TENANT . . . . . . . . . . . 13 SECTION 8.3 TRANSFER FEE . . . . . . . . . . . . . . . 14 ARTICLE IX. INSURANCE AND INDO-21IITY . . . . . . . . . . . . 14 SECTION 9.1 TENANT'S INSURANCE . . . . . . . . . . . . 14 SECTION 9.2 TENANT'S INDEIrNITY . . . . . . . . . . . . 15 ARTICLE X. DAMAGE OR DESTRUCTION . . . . . . . . . . . . . . 16 SECTION 10.1 RESTORATION . , 16 SECTION 10.2 LANDLORD'S NON -LIABILITY 17 SECTION 10.3 TENANT'S WAIVER . . . . . . . . . . . . . 17 ARTICLE XI. EMINENT DOMAIN . . . . . . . . . . . . . . . . . 17 ARTICLE XII. SUBORDINATION; ESTOPPEL CERTIFICATE . . . . . . 18 SECTION 12.1 SUBORDINATION . . . . . . . . . . . 18 SECTION 12.2 ESTOPPEL CERTIFICATE . . . . . . . . . . . 18 ARTICLE XIII. DEFAULTS AND REMEDIES . . . . . . . . . . . . 18 SECTION 13.1 TENANT'S DEFAULTS . . . . . . . . . . . . 18 SECTION 13.2 LAND -LORD'S REMEDIES 19 SECTION 13.3 INTEREST ON TENANT'S OBLIGATIONS;*LATE PAYMENTS . . . . . . . . . . . . . . . . 21 267M14CO-MIn174013.2 4i2rl&197 . SECTION 13.4 RIGHT OF LANDLORD TO PERFORM . . . . . . . 21 SECTION 13.5 DEFIQLT BY LANDLORD . . . . . . . . . 22 SECTION 13.6 EXPENSES AND LEGAL FEES . . . . . . . . . 22 ARTICLE XIV. END OF TERM .. . . . . . . . . . . . . . . 22 SECTION 14.1 HOLDING OVER .. . 22 SECTION 14.2 SURRENDER OF PREMISES; REMOVALOF PROFERTY . . . . . . . . . . . . . 23 SECTION 14.3 AFFIXED PROPERTY . . . . . . . . . . . . . 23 ARTICLEXV. NOTICES . . . . . . . . . . . . . . . . . . . . 23 ARTICLE XVI. RULES AND REGULATIONS . . . . . . . . . . . . . 24 ARTICLE XVII. BROKER'S COM.M.ISSION . . . . . . . . . . . . . 24 ARTICLE XVIII. TRANSFER OF LANDLORD'S INTEREST . . . . . . . 24 ARTICLE XIX. ItTERPRE~ATION . . . . . . . . . . . . . . . . 24 SECTION 19.1 GENDER AND NUMBER . . . . . . . . . . . . 24 SECTION 19.2 HEADINGS . . . . . . . . . . . . . . . . . 24 ARTICLE XX. EXECUTION AND RECORDING . . . . . . . . . 24 SECTION 20.1 CORPORATE AUTHORITY . . . . . . .. . . . . 24 SECTION 20.2 RECORDING . . . . . . . . . . . . . . . . 25 SECTION 20.3 A'E:ZDMENTS . . . . . . . . . . . . . . . . 25 ARTICLE XXI. MISCELLANEOUS .. . . . . . . . . . . 25 SECTION 21.1 Intentionally Omitted .. . . . 25 SECTION 21.2 FURNISHING OF FII►ANCIALSTATE.'62NTS . . . . 25 SECTION 21.3 CHANGES REQUESTED BY LENDER . . . . . . . 25 SECTION 21.4 GOVERNMENTAL REQUIRL-IINTS . . . . . . . . 25 SECTION 21.5 COVrNA-NTS AND CONDITIONS . . . . . . . . . 25 SECTION 21.6 inORX LETTER .. . . . . . . . 25 SECTION 21.7 JOINT AND SEVERAL LIABILITY . . . . 25 SECTION 21.8 SUCCESSORS . . . . . . . 26 SECTION 21.9 TIME OF ESSENCE, . . . . . . . . . . 26 SECTION 21.10 CONTROLLING LAW . . . . . . . . . . . . . 26 SECTION 21.11 SEV3RABILITY '. . . . . . . . . . 26 SECTION 21.12 RELATIONSHIP OF PARTIES . . . . . . . . 26 SECTION 21.13 INABILITY TO PERFORM . . . . . . . . . . . 26 SECTION 21.14 QUIET ENJOY14ENT .• . . . . . . 26 SECTION 21.15 HAZARDOUS WASTE AND MATERIALS . . . . . . 26 SECTION 21.16 ENTIRE AGREEMENT . . . . . . . . . . . . . 27 U710t48204W31ltu01S.2 st7lIL" I 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. 1. Tenant's Name: CONGRESSMAN DMIA ROHRABACHER, U.S. House of Representatives 2. Premises, including Floor, Suite No. and Rentable Area: Third Floor, Suite 3C, approximately 1670 rentable square feet. 3. Commencement Date: , 1998.E ." 4. 'Lease Term: Through the period ending December 31, 1998. 5. Basic Annual Rent: Y�`�i,Q62-CU payable at $2,588.50 per month 6. Base Year Operating Expense: N/A. 7. Space Plan Approval Date: N/A. 8. Security Deposit: None. 9. Prepaid Rent: atone. 10. Broker(s): None. 11. Address for Payments and Notices: To Landlord: Abdelmuti Development Company c/o Sack's Surf & Sport 101 Main Street Huntington Beach, CA 92648 Attn: Mike Abdelmuti Tel.: (714) 536-6567 To Tenant: Congressman Dana Rohrabacher 101 Main Street, Suite 3C Huntington Heath, CA 92648 Attn: Att=1=heLL %it — Tel.: *7f4 FIQ 7- _.2 1, M ' le-kirtit Notwithstanding anything in this Lease to the contrary, to long as the Tenant is Congressman Dana Rohrabacher, Landlord shall allow the Tenant through the federal government to self -insure all insurance obligations contained in this Lease pursuant to the Federal Tort Claims Act. 13. Addendum: An Addendum consisting of one (1) paae District gffice -Lease-Atsachment (if no Addendum is attached, insert the word none) nurLbered paragraphs is attached to and forms a part of this Lease. 14. Lease Execution: In witness whereof the parties hereto have executed this Lease, consisting of the foregoing provisions 1lte_ :nTroi.r000a�nu•ois.7 .iuiLrr and of the Additional Lease Provisions and Exhibits which follow, as of Dec&-_ber JS, 1999. /c""7 /oil THIS LEASE SHALL NOT ABDELNiPTI DEVELOPMENT COMPANY, BECOME EFFECTIVE UNTIL a California general partnership EXECUTED BY LANDLORD AND DELIVERED TO TENANT A1%M THE SUBMISSION OF THIS By: FORM OF LEASE BY LAND- LORD, OR LANDLORD'S / general partner AGENT, DOES NOT CONSTI - ` s� .4 TUTE AN OFFER TO LEASE. *Landlord" NO EMPLOYEE OR AGENT OF LANDLORD OR ANY PERSON WITH WHOM TENANT VAY HXrE NEGOTIATED THIS LEASE HAS ANY AUTHORITY. TO MODIFY CONGRESSMAN DANA ROHRABACHER, U. S. THE TERMS HEREOF OR TO House of Representatives MARE ANY AGREEMENTS, REPRESENTATIONS OR PROMISES UNLESS THE SAME By: ARE CONTAINED HEREIN OR Dana Rohrabacher ADDED HERETO IN WRITING. 'Tenant' MEMORANDUM OF ACTUAL COI-MEP:CEMENT AND EXPIRATION DATES Commencement Date: Expiration Date: APPROVED AS TO FORM GAIL HUTTON, City AttofR@y 61, Deputy City JllL'rrw/ JGra- A;_ $61ro14MOMlnl2ZW15.2 at118.1? -2. :OD 0 0 COMA•• • ARTICLE I. 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 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 ACCEE=r.E 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 Prcject, 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 con- formity 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 its standard build out or under 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 r 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 o: 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 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. 167MIAMMIM24015.2 0211V 7 -3- ARTICLE II. TERM SECTION 2.1 GENEEA,. 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, or such later date as the Premises shall be tendered to Tenant ready for occupancy or upon such earlier date as Tenant takes possession or commences use of the Premises for -any purpose (the "Commencement Date'). If requested by Landlord, the parties shall execute a supplement in the form attached hereto as Exhibit -A-31, stating the Commencement Date and the expiration date of the term of this Lease.• The term 'ready for occupancy• shall mean when Landlord (a) has put in operation all Building services essential for the use of the Premises by Tenant; (b) has provided reasonable access to the Premises for Tenant, its agents, employees, licensees and invitees -so that the same may be used without unnecessary interference;'and (c) subject to the provisions of the Work Letter, if any, has •substantially completed" (as defined in the Work Letter) the work required to be done by Landlord within the Premises pursuant to the Work Letter. SECTION 2.2 TENDEP__OF POSSESSION nY LANDLORD. Landlord may tender the Premises to Tenant prior to, on or after the commencement date specified in Item 3 of the -Basic Lease Provisions. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on or before the estimated commencement date, this Lease shall not be void or voidable nor shall Landlord by liable to Tenant for any loss or damage resulting therefrom; provided, however, that if Landlord cannot deliver possession of the Premises to Tenant on or before the date which is four (4) months after the estimated commencement date. subject to events of force majeure as described in Section 21.13 below. Tenant shall have the right to terminate this Lease upon ten (10) days' written notice to Landlord. SECTION 2.3 Th'TMIONALLY OMITTED. ARTICLE III. RENT AND SECURITY DEPOSIT SECTION 3.1 7D (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 last day of each month in arrears, coir_nencing 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 last day of the first month of the term of this Lease. No demand, notice or Invoice shall be required. 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► li 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) 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 26710u::aooOMM0151 GIuiu" -4- times thereafter such increase or payment, or any portion thereof, tray lawfully be made and any such increase in rent, or any portion thereof, or other sums payable hereunder, or portions thereof, the payment bf 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 SECCRITY 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 +enant'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 depcsit. If Tenant shall per- form 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. Each time the basic annual rent is increased under Sections 3.1(c) and/or 3.1(d) above, Tenant shall depcsit additional funds with Landlord sufficient to increase the security deposit to an amount which bears the same relationship to the adjusted basic annual rent as the initial security deposit bore to the initial basic annual rent. SECTION 3.3 Rom. Should the United States of America, the State of California or any political subdivision thereof, or any governmental authority having jurisdiction impose a capital levy or a tax, assessment and/or surcharge of any kind or nature upon, against, in connection with, measured by, or with respect to the rentals or other charges payable to Landlord by Tenant or other tenants in or occupants of the Building and/or the Project or on the income of Landlord derived from the Building and/or the Project or on Building and/or Project revenues, on Landlord's ownership of the Building and/or the Project, or any portion thereof or interest therein, or otherwise, other than on the value of real and personal property comprising the Building and/or the Project, but expressly excluding any general net income, franchise, or inheritance tax levied upon or payable by Landlord, then, in such case, such tax, assessment and/or surcharge shall be paid to Landlord by Tenant. ARTICLE IV. USES SECTION 4.1 M. 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 the 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 26710I "O"Inraote.2 W/1917 - 5 - ML necessitate Tenant rtiaking structural changes or 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 ten- ants 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 !or 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 A=2VITiES WITHOUT THE PERMISSION OF I&bMLM. 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 frcm 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 EXCL JU CONTROL OVER CdinON 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 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 26WO14870=11312400.1 d2111M . 6 - 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 MIL TIES MD 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 default 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 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 2610=04=113124015.2 ■lvit" .7 - 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 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_M= FACILITIES. The use and occupancy by Tenant of the Premises shall include the use of the Coa:aon Facilities in cou non 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. SECTION 5.4 • (a) Tenant acknowledges that no parking areas are provided at the Project and that Tenant may use, if available, the parking structure and/or the temporary parking area provided by the City of Huntington Beach located near the project. Landlord agrees to use reasonable efforts to have the City of Huntington Beach provide parking validation for Tenant's employees and invitees at the parking structure, but Tenant acknowledges that the availability of parking, validation, and such validation rate is subject to change and not within Landlord's control. (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 Operating Expenses. The foregoing parking provisions are subject to any governmental regulations which limit parking or otherwise 7671QNi "W1n1u00-2 02/1V" - 8 - seek to encourage the use of carpools, public transit or other alternative transportation forms. ARTICLE VI. MAINTENANCE OF THE PRMMISES SECTION 6.1 TEATA'VT_S MAINTENILNCEAND 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 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 alter- ations 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 LAN1LORD' S MAINTENANCE AM- REPAIR. (a) Landlord shall keep and maintain in good repair the roof (including the structural integrity thereof), foundations, footings, the exterior surfaces of the exterior walls, the HVAC system for the Premises and any utility facilities, and the electrical and mechanical systems in 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 cake 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 (a) Landlord reserves the right at any time, and from time to time, to Crake 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, con- figuration, 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 267101ai20-0001411 013.3 a1211SM -9- against Landlord; provided, however, such changes or alterations shall not deprive Tenant of reasonable access to or use of the Premises. (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 T=T=IS ALTgRATLONS. Tenant shall not make alterations, additions or improvements to the Premises nor any repairs, replacements cr restorations to the Premises in excess of TWO THOUSAND FIVE M7CRED 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 improverents 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 acd absolute discretion. Any requirements of the Work 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 Gcvernmental 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 cr 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 KFCHANIC'S LIENS. Ter -ant shall keep the Premises free from any liens arising out of any work performed, materials furnished, or obligations incurred or alleged to have been incurred by, fox or under Tenant. In the event that Tenant shall not, within twenty (20) days following the imposition of any -such lien 26710102a 000IfIL24015.2 421IL97 . 1 0 - (but in any event before an action is tiled 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 cbligation) 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 su=h 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 9MY MD INSPECTION. Landlord shall at all times have the right to enter the Premises (upon at least twenty- four 1241 hours' prior notice except in the event of -any emergency when notice is not required) 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, upon at least twenty -tour (24) hours' prior notice, enter the Premises for the purpose of displaying the Premises to prospective tenants. SECTION 6.7 BEACE MITNING. Landlord shall have the right, upon providing Tenant thirty (30) days' written notice, to move Tenant to other comparable space in the Building so long as such Space faces, and has a balcony facing Pacific Coast Highway. Such new space shall be approximately the same size as the Premises, and by provided with comparable improvements (upgrading only to the level of Tenant's prior space). Landlord shall pay the expenses reasonably incurred by Tenant in connection with such substitution of Premises, including but not limited to, costs of moving, door lettering, telephone relocation and reasonable quantities of new stationery, In the event of such relocation, this Lease shall remain in full force and effect and be deemed applicable to the new space except that Exhibit •A-10 and 267+014t24000113124013.2 41211497 -11- Q Item 2 of the Basic Lease Provisions shall be amended to include and state all correct data as to the new space. ARTICLE VII. TAXES AND ASSESSMENTS ON TENANT'S PROPERTY 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 upori 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 s•ich taxes resulting from such increase in the assessment. (b) If the ter -ant 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. ASSIGMIENT AND SUBLETTING SECTION 0.1 PROHIBITION AND CONSELa. (a) Tenant shall not, either voluntarily or involuntarily, by operation of law or otherwise, assign, sublet, sell, enc=ber, 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 2ab041i'4WO1A124Ot7.2 .12f19W -12 - or interest in such corporation, association or partnership in the aggregate in excess of twenty-five percent (25%) shall be deemed an assignment within the meaning and provisions of this Section. (b) If Tenant desires at any tire 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 request concerning the proposed subtenant or assignee; and (v) such information as Landlord may reasonably request regarding the business experience concerning the proposed subtenant cr assignee during the preceding five (5) years. (c) At any time within thirty (30) working 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 by 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.. Landlord may exercise its rights under clauses (i) through (iv) above in its reasonable discretion. 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 tc 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 TEM=. 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 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 perforated for the term of this Lease. No assignment shall be MI/014 :040113MOIs.i &IV19 r -13 - 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 VIII, 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 9.3 TRX%TSFER 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 HUti'DRED FIFTY DOLLARS ($750.00) in connection with the' processing, documentation and other administrative costs thereof. ARTICLE IX. INSURANCE A'1D INDITY NOTWITHSTANDING U-YTHING IN ARTICLE IX OR THIS LEASE TO THE CONTRARY, SO LONG AS THE MTANT IS CONGRESS:4AN DANA ROHRABAC=, LANDLORD SHALL ALLOW THE TENANT THROUGH THE FEDERAL ZOVERN16= TO SELF -INSURE ALL INSURANCE OBLIGATIONS CONTAINED IN THIS LEASE PURSUANT TO THE FEDERAL TORT CLA17Z ACT. SECTION 9.1 TENA_%`T_S_INSURAN.CE. (a) Tenant hereby agrees to maintain in full far 6 and effect at all times during the term of this Lease, at its owd for the protection of Tenant, Landlord and such of r parties as Landlord may from time to time designate, as the r interests may appear, policies of insurance issued by a carrieranc; ated as A+10, or better, in the latest edition of Best's Ins Guide (or a comparable rating in a comparable guide seleFed Landlord, if Best's Insurance Guide is no longer publish d) which afford the following coverages: ` (i) Worker's Compensation--�tatutory (including broad form al states) (ii) Comprehensive General Liability Insurance, -- Not less than including/Blanket amount stated Contractuy, in Item 12 of Broad FoaBasic Lease Damage, PProvisions. Injury, COperationLiabilityLegal Lia (iii) so-calle •All -Risk Insurance" including without limita on Fire and Extended Coverage, vandalism and W licious Mischief, and Sprinkler Leakage Insu nce, in an amount sufficient to cover the ful cost of replacement of all Improvements and Xn termentsto the Premises made by or on behalf of ant (except to the extent installed by Landlord, Landlord's expense, pursuant to the Work Letter) all of Tenant's fixtures and other personal property. (b} Tenant shall deliver to Landlord and to such other named insured designated by Landlord at least thirty (30) days prior to the ti a such insurance is first required to be carried by Tenant, and eafter at least twenty (20) days prior to expiration of sue policy, certificates of insurance evidencing the above co erage with limits not less than these specified above. Such cvtificates, with the exception of Worker's Compensation, shall 267M41-64MIJ3324013.7 „VIV" -14 - name Landlord and such other parties as Landlord may designate s additional insureds and shall expressly provide that the inte at of same therein shall not be affected by any breach by Tena of any policy provision for which such certificates evidence cov rage. Further, all certificates shall expressly provide that 1) o less than thirty (30) days prior written notice shall be given dlord and such other named insureds in the event of material teration to or cancellation of the coverages evidenced by such rtificates and 2) such coverage evidenced by the certificate i primary and that any coverage carried by Landlord and such other arced insureds shall be excess and non-contributory with respect o any policies carried by Tenant. (c) Upon demand, Tenant shall provide dlord, at Tenant's expense, with such increased amount of existi insurance, and such other insurance in such limits, as Landlo may require and such other hazard insurance as the nature and c9ddition of the Premises may require in the sole judgment of Land ord, to afford Landlord and additional insureds designated by La dlord adequate protection for said risks. (d) Landlord makes no repres ntation that the limits of liability specified to be carried Tenant under this Article IX, are adequate to protect Tenant a inst Tenant's undertaking under this Lease, and in the a en Tenant believes that any such insurance coverage called , nder this Lease is insufficient, Tenant shall provide at iq� expense, such additional insurance as Tenant deems adequkt4h) 77 (e) Landlor n nt hereby release the other from any and all liability fr . o the other party of every kind and nature which may result he perils of fire, lightning or extended coverage perils wh cause damage on or to the Premises, the Building and/or pro erty within the Building owned by it, such waiver to include ituations where the negligence of one of the parties hereto or is agent, servant or representative causes or contributes to t,e occurrence or the result of damage. (f) Ins ance carried by Tenant against loss or damage by fire or othe casualty shall contain a clause whereby the insurer waives its ight of subrogation against Landlord. Tenant shall also obt n and furnish evidence to Landlord of the waiver by Tenant's orker's compensation carrier of any right of subrogation agains Landlord. /(g) The policy of insurance required to be maintained by nt pursuant to Section 9.1(a)(ii) shall include coverage of ant's indemnity in favor of Landlord as provided in Section 9.2 Ow. SECTION 9.2 TOAMIS INQE_,, ITY. 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 liabilities arising from Tenant's use or occupancy of the Premises, the Building, the project or the Common Facilities or the conduct of its busineEs or from any activity, work, or thing done, permitted or suffered by Tenant in or about 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 liabilities 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 cr liabilities or any actions or proceedings brought thereon. Notwithstanding the foregoing, Tenant shall not be liable for damage or injury occasioned by the gross negligence or willful misconduct of Landlord or its designated agents, 2n?m140)D 0lm24017.1 OVIV97 -15 - 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 selected by Tenant and reasonably approved by Landlord. ARTICLE X. DAMAGE OR DESTRUCTION SECTION 10.1 $ES,19RTION. (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%) 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 sixty (60) 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 (10t) 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.danage, Landlord shall 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 26710148104MInI=WIi.7 ,12r1&M -16 - Building when the damage occurs during the last twelve (12) months of the term of this Lease or any extension thereof. If Landlord shall elect not to repair, reconstruct or restore the Premises, the Lease shall in such event terminate. (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 limited 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 LANDDORD'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 plaster, 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 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 cf 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 jcdgment, prevents or substantially impairs the use of the Building for the uses and purposes then being made or proposed to be made 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, as7.aiu:000 113JUo15.2.IuIun -17- 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 cf Tenant hereunder when such rent and other obligations first accrue. Except as provided above, any award or damages payable is 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 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 ES'I'0?PEL 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, Puilding and/or Project. ARTICLE XIII. DEFAULTS XIM MEDIES SECTION 13.1 '(`J.;1A1;T1S DEFAULTS. The occurrence of any one or ir.ore of the following events shall constitute a default hereunder by Tenant: (a) The abandonment or vacation of the Premises by Tenant. 26710142:0.000W124015.2 s12/19 r -18 - (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 lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 Ct eea. 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 ary 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 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 sea. (f) (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 substan- tially 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 reeting of its creditors or any class thereof for the purpose of effecting a moratorium upon or composition of its debts. SECTION 13.2 IMMLORQ' S RE 4—MIES . f (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: M 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; �noi.s:o aoo�rn2.o�s.t SIM" -19 - 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, renovation and alteration of the Premises, reasonable attorneys' 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 (lt), but not in excess of ten percent (IOt) per annum. (ii) Pursue tre 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 (f) 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 in -accordance with applicable law, 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 additicnal 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 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 2671014"0-WpIn124013.2 .I211 W . 2 0 - 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. flo 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 INT73REST ON TE='S 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 be 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 (5t) 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. (c) Following each second consecutive late payment of rent, Landlord shall have the option 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. SECTION 13.4 RIGHT OF LANDLORD TO PERFO. 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 2fiW0Mr0400In12401l.1 02118M -21- insurance to be provided by Tenant, and such failure shall continue teyond 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 L=L 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 shall not be deemed to be in default if it commences such performance within such thirty (30) day period and thereafter diligently 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 linited, if any, which comprise 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 EXPENSEa AM LrQAL Fri?s. 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 and delivery costs, in 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 25101020-MM12401s.1 &IM'" - 22 - the term herein specified, and any holding over by Tenant after such expiration shall nct 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 (ist) 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 (150t) of that payable at the date of expiration. SECTION 14.2 SORMER OF PREMISES: REMQ1ML_.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, tree -standing cabinet work and other articles of any other persons claiming under Tenant unless Landlord exercises its option to have any subleases or subterancies 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 PRQPERTY. All fixtures, equipment, alterations, additions, improvements and/or appurtenances attached to or built into the Premises prior to or during the 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 pro- visions 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. 2a7ro[4920 o 11)u4ais.2.iuJtRr -23- V 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 lincluding 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 Regu- lations and this Lease, this Lease shall control. ARTICLE XVII. BROKER'S COMISSION Tenant warrants that it has had no dealings with any real estate broker or agent in connection with the negotiation of this 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 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 fore- going agreement shall survive the termination of this Lease. ARTICLE XVIII. TRANSFER OF LIUMLORD'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 QZiMER AND NUM?ER. 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 HF.F,flINGS. 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 M EXECUTION AND RECORDING SECTION 20.1 JMHPQgATE 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. 167,01I0:a0pp1Al2 W-2 MVILM -24- SECTION 20.2 RECORDIM. 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 forma memorandum of this Lease for recording purposes. SECTION 20.3 XMNIMMS. 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. ARTIME XXI. MISCELLANEOUS SECTION 21.1 Intentionally =Jttesl. SECTION 21.2 FUkFISHING OF FIFANCT&L STAID-MNTS. 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. .Upon request from Landlord in the event of a proposed sale of the Building, Tenant shall promptly furnish Landlord with an annual financial statement reflecting the then current financial condition of Tenant. SECTION 21.3 =: ES ER OUESTU_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 GQURN ZaAL REQUIRMMM. 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 Governnental 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 a . 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. SECTION 21.6 14ORELETTER. 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 Letter shall constitute a default by such party under this Lease. SECTION 21.7 MINT = 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, 26+1014320-000in12AoIs.3 ,12111si .25 - 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 21.6 SnC=SSORS. Subject to Articles VIII 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 JTtIE 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 COMMOLLING_LAW. This Lease shall be governed by and interpreted in accordance with the laws of the State of California. 'SECTION 21.11 SEV$RABILITY. 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. SECTION 21.13 g1ABILITY TO PERFORT". 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 Require- ments; 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 o= rent, under this Lease. SECTION 21.14 DTITET 9NJQ=NT. 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 interrup_ioa by Landlord or any other person or persons lawfully or equitably claiming by, through or under Landlord. SECTION 21.15 HAZARDQIIS MSTE AM MATERIALS. Tenant shall not engage in any activity on or about the Premises or the Project =simi.r.'awoinisao13.i SlVt&V -26- 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 j= secr.; (ii) the Resource Conservation and Recovery Act of 1976 ('RCRA"), 42 U.S.C. Sections 6901 = Sgq.; (iii) California Health and Safety Code Sections 25100 = sea.; (iv) the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 rt =.; (v) the Federal Water Pollution Control Act, 33 U.S.C. Sections 1317 gJ sea.; (vi) California Water Code Section 1300 lit seq.; and (vii) California Civil Code Section 3479 11 M., as such laws are amended and the regulations and administrative codes applicable thereto. The terra "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" cr 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 required pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 = spQ. 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 21.16EN7IRE AGRCFMBNT. 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. IS11014t7O wln124015.2 BMW" -27- rim THIRD FLOOR PLAN .north OCEANVIEW PROMENADE EXHIBIT "A-2" Legal Descrintion_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, 2, 3, 4, 5, 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" 2491014M0001n174o1l.1 a211&V TO OFFICE SPACE LEASE EXHIBIT 'A-3" CONFIRMATION OF TEIM 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 tern of said Lease has comm.enced , and that the expiration date of the term of said Lease is ABDELMUTI DEVELOPMENT CO:.TANY, a California general partnership By: Ahmad H. Abdelrmt , general partner •Landlord" CONGRESSMAN DAI4A ROHRAEACHER, U.S. House of Representatives By: Dana Rohrabacher "Tenant• EXHIBIT OA-30 2MORI:a0001131240I5.I &ILIW TC OFFICE SPACE LEASE EXHIBIT 'B■ THE WORK LETTER In addition to the mutual covenants contained in the Lease to which this Work Letter is attached, Landlord and Tenant further rmtually agree as follows: Landlord is delivering the Premises to Tenant in its WAS -ISO condition and Landlord shall have no further obligation to construct any improvements or make any alterations on behalf of the Tenant within the Premises. Prior to Tenant constructing any improvements or performing any work in the Premises, Tenant shall submit plans and specifications for Landlord's prior written approval, such approval not to be unreasonably withheld. EXHIBIT ■ ■ TO OFFICE SPACE LEASE 2e7i014t:0-MP3j2+o13.7 ,i2lit'97 Page 1 EXHIBIT "c" M : •1, l• r • J. , •1• r M 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 preju- dicial 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 or_ly for the purpose of conducting its busi- ness 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 Building 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 o: 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 light 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. (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 ro 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. EXHIBIT _•C* TO OFFICE SPACE LEASE :671014 :awmni24ois.2 •iuii'r Page 1 (6) No tenant shall mark, paint, drill into, or in any way deface any part of the Premises or the Building. No boring, curring or 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 bicycles,, vehicles 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 manu- facturing 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. (10) 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 tenant carry on, or permit or allowany 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 accom.odation of occupants of any other portion of the Building. (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 below) 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 EXHIBIT -C- TO OFFICE SPACE LEASE ae7rou270-=1rsuwu.1 ,wiser Page 2 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 buildincs 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 shall 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, cr 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. . (16) 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 made 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 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 nay 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 his/her 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 EXHIBIT 6C• TO OFFICE SPACE LEASE :671014120-00DIM24013.2 all/IL'9'1 Page 3 . 4 janitorial services to be performed during the hours of 7:00 a.m. to 6:00 p.m, Vonday 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 legal 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 phe 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. (22) The requiresrents 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. 1n�ro�,r:�000�nra.o:t.s .�u�zsr EXHIBIT •C• TO OFFICE SPACE LEASE Page 4 . , f - 1'.'J�!��In..,,M.ti....�...�.....�.t.n�.....p.ee•.Mae,.,n..uw,wf,....r..... • y+i N=of (iL`aW..ilalml tttee14 Y.NiA #1 Guist e15..6". 1 DISTRICT OFFICE LEA% A1TAJHMENT I L Lessee and Looses "ftIa that We MMICT OFFICE LEASE ATTACKWENT (Attachment) is lneorperated Into and made a part of the Miss agreement for Congreseloaal district offico space to which it 1s attarboL 2. Lassa acknowledges it the H3uw of P.a;resentatim is not responsible fbr the ppeer'6rcunes of the Ines egrojea mt au-gt as ptonded,in pars"ph 6 of Ws Atuchment. and Lessor agrees to loots solely to Lessee for per%rmanos of ohs lease agreemnt. S. Lessor ackn7wWges Oist the liaise does not ftburse tuRd!<'Ibr advsrnes psymeats or aeauiry depos:L-, and that paMants made by the ChiefAdmiristrative Of icor of the House en behalfof U ssee will be sent to the Lamm at the and of soch month in astisfeerbn of sarh month's occupancy. Lessor agrees that any pe77manL by the Chiaf Administrative Of oer fur say �oriod aP.ar thL• lease arresmaat has been terminated shall be refxthwlth by Lessor to the CtdefAdmirustrative Oalmrwitheut ibrmal demand. 4. She terra as the Lase wsemmt skull not sawed the shorter of two years or the constitutional term of the Cargto whkh the Itfamher4 sladed. 6. The total War amount spud In the lone agreement *hall trot be varied ly any Actor. Lost of tMag Clause, akrator eLuse, esealstor Clause, of any other adjustment or tneo sure during the term of the lease agremmuL 6. Lessor sgreto at its es�ttse to tnalntala In gmd trader the public and ccmr5cn areas of the butldia and agoras to watntsin, repair, or replay as Aeaded, all structural and other eompmunte of the prendses, indudirg roofs, eaMgs, tralL% floors, window% doors. aturts and enethaninl. plvonalrg and electrtral•systems and oquipnteat "Mu an prcmlta. 7. Lessor amp to emare the avallt:bllty of prsr„isos wirtne oultoble fbr telewmmrudosdcna and data trar rr ovicn l22 to 26 AWO twisted parr MOW espacitaneel. & In the event of tho death. radoolJon. or removal from office ofLemat, Lessor hemtry c rnelr jrsnts to the Clark ottee House tha rlgat to conlnue to occupy the promises under tha lease agreement EK a ysrW of op to sixty (60) days following the slaetim of the Leas:e's successor, unless tl.e Cork elects to tamrllnate the kue agreement ty shut tirirly (80) days *rtuAn titles to IAsaor: 9. Me tease aar'ewunt a M this Attachment, and any terminadan notice given under the terms of the lease agreement, shall be sent to the Q'fo. of Moms, 263 Cann= house 0Mve Baildtng. %Vaahirrcn. A.C. 2A515. My portion of tits lease affm enL to which this Attachment is attached and any subsequent or add:tkrAl agreements which are intontittert Mth pars;-m;hs 1 throe fh 9 of L'lie Attachment shall be of no force and e0wt to the wrtentt of et.eh In=simena I! IN WITICESS WIMREOF, tl.e parties hereto h ve hereur:to tlubsenled their seals. roars, MaW Reviewad and apprpred pursuant to the roles of the Committee on House 0je.Millm i i signed � Dale 1 am I"" pm: V•e m CITY ATTORNEY OPINION ATTAC M.ENT #2 II te f .Any RECEIVED., CITY OF HUNTINGTON !!A59 111996 - INTER -DEPARTMENT COMMUNICATION "UpmWwON .EnC" DEPARTLI ON OF / f ECONOMIC DEVELOPMENT TO: David Biggs, Director of Economic Development FROM: Gail Hutton, City Attorney DATE: March 8,1996 SUBJECT: Congressman Dana Rohrbacher's Proposed Lease at the Ocean View Promenade Building RLS 96-140 Question: Is it legally permissible to use locally generated property tax funds (tax increment) to subsidize a lease between a private party and the federal government on behalf of a partisan elected office holder? Answer: Yes, it is permissible so long as the subsidy is comparable to the subsidy provided the other tenants in the building who occupy similar office space. Analysis: The DDA with Abdelmuti Development Company CAD ")provides for a rent subsidy payable to ADC, not the tenant. The Huntington Beach Redevelopment Agency currently pays the entire rent subsidy for all space which is not rented. Therefore, the proposed lease to Congressman Rohrbacher, as with any other tenant, would reduce the Agency's obligation to pay the rent subsidy to ADC. We find no legal basis upon which to discriminate in funding the rent subsidy to a potential tenant based on such tenant's political affiliation. onclusion: If you conclude that the proposed rent structure by the Congressman is consistent with the f tir market value of the space, you should approve the lease. GAIL HUTTON City Attorney ` 51a:rcD:0pinion:0VU= M RCA ROUTING SHEET INITIATING DEPARTMENT: Economic Development Department SUBJECT: Approve Rchrabacher (GSA) Lease at Oceanview Promenade COUNCIL MEETING DATE: I February 17, 1998 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (wlexhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (wlexhibits if applicable) (Signed iaM bZ the City Attome) Not Applicable Subleases, Third Party Agreements, etc. (Approved as to form by Ci Attome) Attached Certificates of Insurance (Approved LX the a Attome) 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: AUTHOR: Brown v \l RCA ROUTING SHEET INITIATING DEPARTMENT: Economic Development Department SUBJECT: Approve Rohrabacher (GSA) Lease at Oceanview Promenade COUNCIL MEETING DATE: I February 17, 1998 RCA ATTACHMENTS STATUS Ordinance wlexhibits & 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 (wlexhibits if applicable) Si n e d in full b g the gEtZ Attome Not Applicable Subleases, Third Party Agreements, etc. (Approved as to form by gEty Affoae Attached Certificates of Insurance (Approved by the City Attorney) Not Applicable Financial Impact Statement Unbud et, over $5 000 Not Applicable Bonds If applicable) Not Applicable Staff Report if applicable) Not Applicable Commission, Board or Committee Re ort 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: AUTHOR: Brown