CONTRACT 3947 Leasing Agreement CLOSED3947.ea,
AIR COMMERCIAL REAL ESTATE ASSOCIATION
STANDARD INDUSTRIAL /COMMERCIAL MULTI - TENANT LEASE - NET
1. Basic Provisions ( "Basic Provisions ").
1 1 Parties: This Lease ( "Lease "), dated for reference purposes only u'_ y 2 3, 2 0 0 9
is made by and between Windsor Renta:s, LLC
( "Lessor")
and City of E: Segundo
( "Lessee "). (collectively the "Parties ", or individually a "Party ")
1.2(a) Premises: That certain portion of the Project (as defined below), including all improvements therein or to be provided by Lessor
under the terms of this Lease, commonly known by the street address of 33 3 A Main Street
located in the City of El Segundo County of Los Angeles Stale of
with zip code 9 02 4 5 as outlined on Exhibit attached hereto ( "Premises ")
and generally described as (describe briefly the nature of the Premises): Commer c' -a: Main Street proner ty
In addition to Lessee's rights to use and occupy the Premises as hereinafter specified, Lessee shall have non- exclusive rights to any utility raceways of
the building containing the Premises ( "Building ") and to the common Areas (as defined in Paragraph 2.7 below), but shall not have any rights to the
roof or exterior walls of the Building or to any other buildings in the Project. The Premises, the Building, the Common Areas, the land upon which they
are located, along with all other buildings and improvements thereon, are herein collectively referred to as the "Project." (See also Paragraph 2)
12(b) Parking: 2 t a r.dem unreserved vehicle parking spaces. (See also Paragraph 2.6)
1.3 Term: 3 years years and with (3) 1 year options months ( "Original Term ")
commencing August :0, 2009 ( "Commencement Date ") and ending August 10, 2012
( "Expiration Date "). (See also Paragraph 3)
1.4 Early Possession: If the Premises are available Lessee may have nonexclusive possession of the Premises commencing
N/A ( "Early Possession Date ").
(See also Paragraphs 32 and 3.3)
1.5 Base Rent: $ 2, 582.70 per month ( "Base Rent "). payable on the 1 s t
day of each month commencing Sectem;,er 1, 2009 (See also Paragraph 4)
❑ If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted See Paragraph
1.6 Lessee's Share of Common Area Operating Expenses: percent ( 0 %) ( "Lessee's Share ").
In the event that the size of the Premises and/or the Project are modified during the term of this Lease, Lessor shall recalculate Lessee's Share to
reflect such modification.
1.7
Base Rent and Other Monies Paid Upon Execution:
(a) Base Rent: $:, 832. 52 forthepenodALgust 10- August 3:, 2009
(b) Common Area Operating Expenses: $0 . 0 0 for the period
(c) Security Deposit: $0 . 00 ( "Security Deposit "). (See also Paragraph 5)
(d) Other: $0.00 for
(e) Total Due Upon Execution of this Lease: S I , 8 32 . 8 2
18 Agreed Use: Off _ce /Retai:
1.9
1 10
(See also Paragraph 6)
Insuring Party. Lessor is the "Insuring Party ". (See also Paragraph 8)
Real Estate Brokers: (See also Paragraph 15)
(a) Representation: The following real estate brokers (the "Brokers ") and brokerage relationships exist in this transaction
(check applicable boxes):
❑ represents Lessor exclusively ( "Lessor's Broker ");
❑ represents Lessee exclusively ( "Lessee's Broker"), or
® Re /Max Beach Cites represents both Lessor and Lessee ( "Dual Agency ").
(b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers the
brokerage fee agreed to in a separate written agreement (or if there is no such agreement, the sum of or % of the
total Base Rent for the brokerage services rendered by the Brokers).
.11 Guar. ntor. The bligatio f the Lessee under this Lease are to be guaranteed by
ns • O
1 ( ' Guar itor"). (See also Pa graph 37)
1.12 At ch snts. Attacfed hereto are the toll g, all of which constitute a part of this Lease:
an Addendum consisting of Paragraphs ' through 4
® a site plan depicting the Premises;
❑ a site plan depicting the Project;
❑ a current set of the Rules and Regulations for the Project,
❑ a current set of the Rules and Regulations adopted by the owners' association,
Work Letter,
r
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❑ other (specify);
2. Premises.
2.1 Letting Lessor hereby leases to Lessee. and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and
upon all of the terms, covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in
the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment
should the actual size be determined to be different. NOTE: Lessee is advised to verity the actual size prior to executing this Lease.
2.2 Condition. Lessor shall deliver that portion of the Premises contained within the Building ('Unit ") to Lessee broom dean and free
of debris on the Commencement Date or the Eariy Possession Date, whichever first occurs ( "Start Date "), and, so long as the required service
contracts described in Paragraph 7 1(b) below are obtained by Lessee and in effect within thirty days following the Start Date, warrants that the existing
electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems ( "HVAC "), loading doors, sump pumps, if any, and all other
such elements in the Unit, other than those constructed by Lessee, shall be in good operating condition on said date, that the structural elements of the
roof, bearing walls and foundation of the Unit shall be free of material defects, and that the Unit does not contain hazardous levels of any mold or fungi
defined as toxic under applicable state or federal law. If a non - compliance with such warranty exists as of the Start Date, or if one of such systems or
elements should malfunction or fail within the appropriate warranty period. Lessor shall, as Lessor's sole obligation with respect to such matter, except
as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such
non - compliance, malfunction or failure, rectify same at Lessors expense. The warranty periods shall be as follows. (i) 6 months as to the HVAC
systems. and (ii) 30 days as to the remaining systems and other elements of the Unit. If Lessee does not give Lessor the required notice within the
appropriate warranty period, correction of any such non - compliance, malfunction or failure shall be the obligation of Lessee at Lessee's sole cost and
expense (except for the repairs to the fire sprinkler systems, roof, foundations, and /or bearing walls - see Paragraph 7).
2.3 Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises and the Common Areas comply
with the building codes that were in effect at the time that each such improvement, or portion thereof, was constructed, and also with all applicable laws,
covenants or restrictions of record, regulations, and ordinances in effect on the Start Date ( "Applicable Requirements "). Said warranty does not apply
to the use to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar laws as a
result of Lessee's use (see Paragraph 49), or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee
NOTE: Lessee is responsible for determining whether or not the Applicable Requirements and especially the zoning are appropriate for
Lessee's intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said
warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and
extent of such non - compliance, rectify the same at Lessors expense. If Lessee does not give Lessor written notice of a non - compliance with this
warranty within 6 months following the Start Date, correction of that non - compliance shall be the obligation of Lessee at Lessee's sole cost and
expense. If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an
alteration of the Unit, Premises and /or Building, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the
Unit, Premises and /or Building ( "Capital Expenditure "), Lessor and Lessee shall allocate the cost of such work as follows.
(a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of
the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however that if
such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lessee may instead
terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee's termination notice that Lessor has elected to pay
the difference between the actual cost thereof and the amount equal to 6 months' Base Rent. If Lessee elects termination. Lessee shall immediately
cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90
days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without
commencing such Capital Expenditure.
(b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as,
governmentally mandated seismic modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, each
month during the remainder of the term of this Lease or any extension thereof, on the date that on which the Base Rent is due, an amount equal to
144th of the portion of such costs reasonably attributable to the Premises. Lessee shall pay Interest on the balance but may prepay its obligation at
any time If. however, such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not
economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless
Lessee notifies Lessor, to writing, within 10 days after receipt of Lessor's termination notice that Lessee will pay for such Capital Expenditure. If Lessor
does not elect to terminate, and fails to tender its share of any such Capital Expenditure. Lessee may advance such funds and deduct same, with
Interest, from Rent until Lessors share of such costs have been fully paid. If Lessee is unable to finance Lessors share, or if the balance of the Rent
due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis. Lessee shall have the right to terminate
this Lease upon 30 days written notice to Lessor.
(c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non - voluntary,
unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed
change in use, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such
changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or (ii)
complete such Capital Expenditure at its own expense. Lessee shall not have any right to terminate this Lease.
2.4 Acknowledgements. Lessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises, (b) it
has been advised by Lessor and /or Brokers to satisfy itself with respect to the size and condition of the Premises (including but not limited to the
electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with
Disabilities Act), and their suitability for Lessee's intended use, (c) Lessee has made such investigation as it deems necessary with reference to such
matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d) it is not relying on any representation as to the
size of the Premises made by Brokers or Lessor, (e) the square footage of the Premises was not material to Lessee's decision to lease the Premises
and pay the Rent stated herein, and (f) neither Lessor, Lessor's agents, nor Brokers have made any oral or written representations or warranties with
respect to said matters other than as set forth in this Lease In addition, Lessor acknowledges that. (i) Brokers have made no representations,
promises or warranties concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessors sole responsibility to
investigate the financial capability and/or suitability of all proposed tenants.
2.5 Lessee as Prior Owner /Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately
prior to the Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective
work.
2.6 Vehicle Parking Lessee shall be entitled to use the number of parking spaces specified in Paragraph 1.2(b) on those portions of
the Common Areas designated from time to time by Lessor for parking. Lessee shall not use more parking spaces than said number. Said parking
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spaces shall be used for parking by vehides no larger than full -size passenger automobiles or pick -up trucks, herein called "Permitted Size Vehicles."
Lessor may regulate the loading and unloading of vehicles by adopting Rules and Regulations as provided in Paragraph 2 9. No vehicles other than
Permitted Size Vehicles may be parked in the Common Area without the prior written permission of Lessor. In addition:
(a) Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee's employees,
suppliers. shippers, customers, contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such
activities.
(b) Lessee shall not service or store any vehicles in the Common Areas.
27 Common Areas - Definition. The term "Common Areas" is defined as all areas and facilities outside the Premises and within the
exterior boundary line of the Project and interior utility raceways and installations within the Unit that are provided and designated by the Lessor from
time to time for the general non - exclusive use of Lessor, Lessee and other tenants of the Project and their respective employees, suppliers, shippers,
customers, contractors and invitees, including parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and
landscaped areas.
2.8 Common Areas - Losses's Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers,
contractors, customers and invitees, during the term of this Lease, the non - exclusive right to use, in common with others entitled to such use, the
Common Areas as they exist from time to lime, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under the
terms of any rules and regulations or restrictions governing the use of the Project. Under no circumstances shall the right herein granted to use the
Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas Any such storage shall be
permitted only by the prior written consent of Lessor or Lessors designated agent, which consent may be revoked at any time In the event that any
unauthorized storage shall occur then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to
remove the property and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.
2.9 Common Areas - Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control
and management of the Common Areas and shall have the right, from time to lime, to establish, modify, amend and enforce reasonable rules and
regulations ( "Rules and Regulations ") for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and
the preservation of good order, as well as for the convenience of other occupants or tenants of the Building and the Project and their invitees. Lessee
agrees to abide by and conform to all such Rules and Regulations, and shall use its best efforts to cause its employees, suppliers, shippers, customers,
contractors and invitees to so abide and conform. Lessor shall not be responsible to Lessee for the non - compliance with said Rules and Regulations by
other tenants of the Project
2 10 Common Areas - Changes Lessor shall have the right, in Lessor's sole discretion, from time to time
(a) To make changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of
driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways and
utility raceways;
(b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises
remains available:
(c) To designate other land outside the boundaries of the Project to be a part of the Common Areas;
(d) To add additional buildings and improvements to the Common Areas;
(e) To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project, or any
portion thereof; and
(0 To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Project
as Lessor may, in the exercise of sound business judgment, deem to be appropriate
3 Term.
3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3
32 Early Possession. Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the
Premises being available for such possession prior to the Commencement Date Any grant of Early Possession only conveys a non - exclusive right to
occupy the Premises If Lessee totally or partially occupies the Premises prior to the Commencement Dale, the obligation to pay Base Rent shall be
abated for the period of such Early Possession. All other terms of this Lease (including but not limited to the obligations to pay Lessee's Share of
Common Area Operating Expenses, Real Property Taxes and insurance premiums and to maintain the Premises) shall be in effect during such period.
Any such Early Possession shall not affect the Expiration Date.
33 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to
Lessee by the Commencement Date. If, despite said efforts, Lessor is unabie to deliver possession as agreed, Lessor shall not be subject to any
liability therefor, nor shall such failure affect the validity of this Lease or change the Expiration Dale. Lessee shall not, however, be obligated to pay Rent
or perform its other obligations until Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have
enjoyed shall run from the dale of the delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed. but minus
any days of delay caused by the acts or omissions of Lessee. If possession is not delivered within 60 days after the Commencement Date, Lessee
may, at its option, by notice in writing within 10 days after the end of such 60 day period, cancel this Lease, in which event the Parties shall be
discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee's right to cancel shall
terminate. Except as otherwise provided. if possession is not tendered to Lessee by the Commencement Date and Lessee does not terminate this
Lease, as aforesaid, any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and
continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or
omissions of Lessee. If possession of the Premises is not delivered within 4 months after the Commencement Dale, this Lease shall terminate unless
other agreements are reached between Lessor and Lessee, in writing.
3.4 Lessee Compliance. Lessor shall not be required to tender possession of the Premises to Lessee until Lessee complies with its
obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its
obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor's election to withhold possession
pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date.
the Start Dale shall occur but Lessor may elect to withhold possession until such conditions are satisfied.
4. Rent.
4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are
deemed to be rent ( "Rent ").
4.2 Common Area Operating Expenses. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessee's
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Share (as specified in Paragraph 1.6) of all Common Area Operating Expenses, as hereinafter defined, during each calendar year of the term of this
Lease, in accordance with the following provisions.
(a) "Common Area Operating Expenses" are defined, for purposes of this Lease, as all costs incurred by Lessor relating
to the ownership and operation of the Project, including, but not limited to, the following,
0) The operation, repair and maintenance, in neat, clean, good order and condition , and if necessary the
replacement, of the following
(aa) The Common Areas and Common Area improvements, including parking areas, loading and
unloading areas, trash areas, roadways, parkways, walkways, driveways, landscaped areas, bumpers, irrigation systems, Common Area lighting
facilities, fences and gates, elevators, roofs, exterior walls of the buildings, building systems and roof drainage systems.
(bb) Exterior signs and any tenant directories.
(cc) Any fire sprinkler systems
(dd) All other areas and improvements that are within the exterior boundaries of the Project but outside of
the Premises and /or any other space occupied by a tenant.
(ii) The cost of water, gas, electricity and telephone to service the Common Areas and any utilities not separately
metered.
(iii) The cost of trash disposal, pest control services, property management, security services, owners' association
dues and fees, the cost to repaint the exterior of any structures and the cost of any environmental inspections.
(iv) Reserves set aside for maintenance, repair and/or replacement of Common Area improvements and
equipment.
(v) Real Property Taxes (as defined in Paragraph 10).
(vi) The cost of the premiums for the insurance maintained by Lessor pursuant to Paragraph 8.
(vii) Any deductible portion of an insured loss concerning the Building or the Common Areas.
(viii) Auditors', accountants' and attorneys' fees and costs related to the operation, maintenance, repair and
replacement of the Project.
(ix) The cost of any capital improvement to the Building or the Project not covered under the provisions of
Paragraph 2.3 provided. however, that Lessor shall allocate the cost of any such capital improvement over a 12 year period and Lessee shall not be
required to pay more than Lessee's Share of 1/144th of the cost of such capital improvement in any given month.
(x) The cost of any other services to be provided by Lessor that are staled elsewhere in this Lease to be a
Common Area Operating Expense
(b) Any Common Area Operating Expenses and Real Property Taxes that are specifically attributable to the Unit, the
Building or to any other building in the Project or to the operation, repair and maintenance thereof, shall be allocated entirely to such Unit. Building, or
other building. However, any Common Area Operating Expenses and Real Property Taxes that are not specifically attributable to the Building or to any
other building or to the operation, repair and maintenance thereof, shall be equitably allocated by Lessor to all buildings in the Project.
(c) The inclusion of the improvements, facilities and services set forth in Subparagraph 4.2(a) shall not be deemed to impose
an obligation upon Lessor to either have said improvements or facilities or to provide those services unless the Project already has the same, Lessor
already provides the services. or Lessor has agreed elsewhere in this Lease to provide the same or some of them.
(d) Lessee's Share of Common Area Operating Expenses is payable monthly on the same day as the Base Rent is due
hereunder. The amount of such payments shall be based on Lessor's estimate of the annual Common Area Operating Expenses. Within 60 days after
written request (but not more than once each year) Lessor shall deliver to Lessee a reasonably detailed statement showing Lessee's Share of the
actual Common Area Operating Expenses for the preceding year. If Lessee's payments during such year exceed Lessee's Share, Lessor shall credit
the amount of such over - payment against Lessee's future payments. It Lessee's payments during such year were less than Lessee's Share, Lessee
shall pay to Lessor the amount of the deficiency within 10 days after delivery by Lessor to Lessee of the statement.
(e) Common Area Operating Expenses shall not include any expenses paid by any tenant directly to third parties, or as to
which Lessor is otherwise reimbursed by any third party, other tenant, or insurance proceeds.
43 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United Stales, without offset or
deduction (except as specifically permitted in this Lease), on or before the day on which it is due.
In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated
to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated
based upon the actual number of days of said month Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or
place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of
Lessor's rights to the balance of such Rent, regardless of Lessor's endorsement of any check so stating.
GhaFqlil and I eiiisei:, all is gpliaA. Fmay Fag-49 211 1 110A R-At he Paid by PaGh+@F'S Gh@Gk PaymiiiRls w 11 be applied Am! la ftGGFW@d 121@ GhaF9@6 aAd
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by 1 asses und@F 1116 L90168
6. Use.
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6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable
thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a
nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Other than guide, signal and seeing eye dogs, Lessee
shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold or delay its consent to any
written request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the Building or the mechanical or
electrical systems therein, and/or is not significantly more burdensome to the Project. If Lessor elects to withhold consent, Lessor shall within 7 days
after such request give written notification of same, which notice shall include an explanation of Lessor's objections to the change in the Agreed Use.
61 Hazardous Substances.
(a) Reportable Uses Require Consent. The term "Hazardous Substance" as used in this Lease shall mean any product,
substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials
expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises. (ii) regulated
or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable
statute or common law theory Hazardous Substances shall include, but not be limited lo, hydrocarbons, petroleum, gasoline, and /or crude oil or any
products, by-products or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of
Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee's expense) with all Applicable
Requirements "Reportable Use" shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession,
storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or
business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect
to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties.
Notwithstanding the foregoing. Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the
Agreed Use, ordinary office supplies (copier loner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in
compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful
risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon
receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against
damage, contamination, injury and /or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of
protective modifications (such as concrete encasements) and/or increasing the Security Deposit.
(b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to
be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such
fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such
Hazardous Substance
(c) Losses Remadiation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on,
under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply with all
Applicable Requirements and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for
the cleanup of any contamination of, and for the maintenance, security and /or monitoring of the Premises or neighboring properties, that was caused or
materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by
or for Lessee, or any third parry.
(d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground
lessor, if any, harmless from and against any and all loss of rents and /or damages, liabilities, judgments, claims, expenses and, penalties, -and
arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party
(provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the
Premises from areas outside of the Project not caused or contributed to by Lessee). Lessee's obligations shall include, but not be limited to, the effects
of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation,
restoration and /or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered
into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so
agreed by Lessor in writing at the time of such agreement
(e) Lessor Indemnification Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its
employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which are suffered as a
direct result of Hazardous Substances on the Premises prior to Lessee taking possession or which are caused by the gross negligence or willful
misconduct of Lessor, its agents or employees. Lessor's obligations, as and when required by the Applicable Requirements, shall include, but not be
limited to, the cost of investigation, removal, remediation, restoration and /or abatement, and shall survive the expiration or termination of this Lease.
(f) Investigations and Remediations Lessor shall retain the responsibility and pay for any investigations or remediation
measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to the
Lessee taking possession, unless such remediation measure is required as a result of Lessee's use (including "Alterations ", as defined in paragraph
7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the
request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out
Lessor's investigative and remedial responsibilities
(g) Lessor Termination Option. It a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of this Lease,
unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable
Requirements and this Lease shall continue in full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor
may, at Lessor's option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at
Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12
times the then monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge
of the occurrence of such Hazardous Substance Condition, of Lessor's desire to terminate this Lease as of the date 60 days following the dale of such
notice. In the event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee's
commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 limes the
then monthly Base Rent or $100,000, whichever is greater Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30
days following such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation
as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance
thereof within the time provided, this Lease shall terminate as of the date specified in Lessor's notice of termination.
6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee's
sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire
Tnderwriter or rating bureau, and the recommendations of Lessor's engineers and/or consultants which relate in any manner to such
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Requirements, without regard to whether said Requirements are now in effect or become effective after the Start Date Lessee shall, within 10 days
after receipt of Lessor's written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee's
compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any
documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to of involving the failure of Lessee or the
Premises to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of (i) any water damage to the
Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold: or (ii) any mustiness or other odors
that might indicate the presence of mold in the Premises.
6.4 Inspection; Compliance. Lessor and Lessor's "Lender" (as defined in Paragraph 30) and consultants shall have the right to enter
into Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable notice, for the purpose of inspecting the
condition of the Premises and for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a
violation of Applicable Requirements, or a Hazardous Substance Condition (see Paragraph 9.1) is found to exist or be imminent, or the inspection is
requested or ordered by a governmental authority. In such case. Lessee shall upon request reimburse Lessor for the cost of such inspection, so long
as such inspection is reasonably related to the violation or contamination. In addition, Lessee shall provide copies of all relevant material safety data
sheets (MSDS) to Lessor within 10 days of the receipt of written request therefor.
7 Maintenance; Repairs, Utility Installations; Trade Fixtures and Alterations.
7.1 Lessee's Obligations.
(a) In General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee's Compliance with
Applicable Requirements). 72 (Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee's sole expense,
keep the Premises, Utility Installations (intended for Lessee's exclusive use, no matter where located), and Alterations in good order, condition and
repair (whether or not the portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee,
and whether or not the need for such repairs occurs as a result of Lessee's use, any prior use, the elements or the age of such portion of the Premises),
including, but not limited to, all equipment or facilities, such as plumbing. HVAC equipment, electrical, lighting facilities, boilers, pressure vessels,
fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows. doors, plate glass, and skylights but excluding any items which are
the responsibility of Lessor pursuant to Paragraph 7.2. Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform
good maintenance practices, specifically including the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below.
Lessee's obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part
thereof in good order, condition and state of repair.
(b) Service Contracts. Lessee shall, at Lessee's sole expense, procure and maintain contracts, with copies to Lessor, in
customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and
improvements, if any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler and pressure vessels, and (iii) clarifiers. However, Lessor
reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and Lessee shall reimburse Lessor, upon
demand, for the cost thereof
(c) Failure to Perform. If Lessee fails to perform Lessee's obligations under this Paragraph 7.1, Lessor may enter upon the
Premises after 10 days' prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such
obligations on Lessee's behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly pay to Lessor a sum equal to 115%
of the cost thereof.
(d) Replacement. Subject to Lessee's indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving
Lessee of liability resulting from Lessee's failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(b) cannot
be repaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost
thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease, on
the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is
one, and the denominator of which is 144 fie. 1/144th of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its
obligation at any lime.
71 Lessor's Obligations Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance). 4.2 (Common Area Operating
Expenses), 6 (Use), 7.1 (Lessee's Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor. subject to reimbursement pursuant to
Paragraph 4.2, shall keep in good order, condition and repair the foundations, exterior walls, structural condition of interior bearing walls, exterior roof,
fire sprinkler system, Common Area fire alarm and/or smoke detection systems, fire hydrants, parking lots, walkways, parkways, driveways,
landscaping, fences, signs and utility systems serving the Common Areas and all parts thereof, as well as providing the services for which there is a
Common Area Operating Expense pursuant to Paragraph 4 2 Lessor shall not be obligated to paint the exterior or interior surfaces of exterior walls nor
shall Lessor be obligated to maintain, repair or replace windows, doors or plate glass of the Premises. Lessee expressly waives the benefit of any
statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease.
73 Utility Installations; Trade Fixtures; Alterations.
(a) Definitions The term "Utility Installations" refers to all floor and window coverings, air and /or vacuum lines, power
panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures. HVAC equipment, plumbing. and fencing in
or on the Premises. The term 'Trade Fixtures" shall mean Lessee's machinery and equipment that can be removed without doing material damage to
the Premises. The term "Alterations" shall mean any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by
addition or deletion. "Lessee Owned Alterations and/or Utility Installations" are defined as Alterations and /or Utility Installations made by Lessee
that are not yet owned by Lessor pursuant to Paragraph 7.4(a).
(b) Consent Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor's prior written
consent. Lessee may, however, make non - structural Alterations or Utility Installations to the interior of the Premises (excluding the roof) without such
consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof or any
existing walls. will not affect the electrical, plumbing, HVAC, and /or life safety systems, and the cumulative cost thereof during this Lease as extended
does not exceed a sum equal to 3 month's Base Rent in the aggregate or a sum equal to one month's Base Rent in any one year. Notwithstanding the
foregoing, Lessee shall not make or permit any roof penetrations and /or install anything on the roof without the prior written approval of Lessor. Lessor
may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and /or approved by Lessor. Any Alterations or Utility
Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed
plans. Consent shall be deemed conditioned upon Lessee's: (i) acquiring all applicable governmental permits, (it) furnishing Lessor with copies of both
the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other
Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with
good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as -built plans and specifications. For work which costs an
amount in excess of one month's Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal
to 150% of the estimated cost of such Alteration or Utility Installation and/or upon Lessee's posting an additional Security Deposit with Lessor.
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(c) Lions; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished
to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or malerialman's lien against the Premises or
any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or about the Premises, and
Lessor shall have the right to post notices of non - responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee
shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that
may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surely bond in an amount equal to 150% of the
amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same If Lessor elects to participate in any such action,
Lessee shall pay Lessor's attomeys' fees and costs
7.4 Ownership; Removal; Surrender; and Restoration.
(a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all Alterations and
Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to
be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per paragraph 7.4(b)
hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be
surrendered by Lessee with the Premises.
(b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the
end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or
termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made
without the required consent.
(c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Dale or any earlier termination date,
with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and stale of repair,
ordinary wear and tear excepted "Ordinary wear and tear' shall not include any damage or deterioration that would have been prevented by good
maintenance practice. Notwithstanding the foregoing, if this Lease is for 12 months or less, then Lessee shall surrender the Premises in the same
condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the
installation, maintenance or removal of Trade Fixtures. Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the
removal of any storage tank installed by or for Lessee. Lessee shall also completely remove from the Premises any and all Hazardous Substances
brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from
areas outside of the Project) even if such removal would require Lessee to perform or pay for work that exceeds statutory requirements. Trade Fixtures
shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or
any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire.
The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a
holdover under the provisions of Paragraph 26 below.
8 Insurance; Indemnity.
8.1 Payment of Premiums The cost of the premiums for the insurance policies required to be carried by Lessor, pursuant to
Paragraphs 82(b). 8.3(a) and 8.3(b), shall be a Common Area Operating Expense. Premiums for policy periods commencing prior to, or extending
beyond, the term of this Lease shall be prorated to coincide with the corresponding Start Date or Expiration Date
82 Liability Insurance. (SEE ATTACHED)
(a)
pFev6d R9 6+101916 1 F461 69YOFagO A aR OFROWAI nal lera than $4,009.900 peF earwFwpse with aA aARUal SggF99811131 el As! leGs lhaR $2,0Q0,999 Losses
she" add 6866OF 1316 RR 2diEWORAI R900d by FASRA6 Of 131R 8Rd@FQAFAAA,I as 'gas' as Wead at, the IRSUFaRGO SSWiGB QF9aAi2aI8A'G 'AddWoAal
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666688 Sh011 PFGY+dG MR Alild-FAAFFISRI AR +16 liab I lY PGWY(166) Wh Sh PFGY d86 that 16 +A6WFaAG9 shall be PFiFnaFy is and Rai eaAlFibWeFy with any 6 FA laf
(b) Carried by Lessor Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition to, and not in
lieu of. the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein.
83 Property Insurance - Building, Improvements and Rental Value.
(a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance in the name of
Lessor, with loss payable to Lessor, any ground - lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance
shall be equal to the full insurable replacement cost of the Premises, as the same shall exist from time to lime, or the amount required by any Lender,
but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utility Installations, Trade
Fixtures, and Lessee's personal property shall be insured by Lessee not by Lessor. If the coverage is available and commercially appropriate, such
policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a
Lender), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction
or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in
lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage
amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where
the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $1,000 per occurrence.
(b) Rental Value. Lessor shall also obtain and keep in force a policy or policies in the name of Lessor with loss payable to
Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days ( "Rental Value
insurance") Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be
adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period.
(d) Lessee's Improvements. Since Lessor is the Insuring Party, Lessor shall not be required to insure Lessee Owned
Alterations and Utility Installations unless the item in question has become the property of Lessor under the terms of this Lease.
8.4 Lessee's Property; Business Interruption Insurance
(a)
RAWAS. and Icessee QAPAod 2Rd 111111 1Y IF161211alIGAS F'-'Qh R-102AGG 91;211 be fUll F6PIftG6FA8A4 9961 69408FR99 With a dedwGI We 91 Rot to
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INITIALS INITIALS
01999 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTN- 9.5109E
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r AWNS ARd 1-69fieO -wAed ARSFaUGAS end U6164y !Rlilallafig% 1=86688 shall PF%ide 606-OF 4- th 4'
FRIFAhl-IFER 186689 (OF diffigi AF iAd F091 1096 0! 88FAiR96 a#F bUlab'S 49 all PSF 16 88FRFAGRIY iRSWed agaiw by 13FwdeR4 lessese 'R 1he husiReGs at Losses
WheF@ 11018 PFBFA+606 OF@ lesaled, and FnaiAla AiAg dUFiA9 lh@ PSI Gy 19FFA 8 "GOReFal P91igy0helders Railing" a! all leas! A , VI. as set forth +Fi lhe FnARI
0021id-186 the FORWilied IRGUFaRGS PSI eier+ 606680 shall. P09F 18 Me rblaiiil game, dA'-0AF IQ I-AAAAF QAFI A8d GOP 86 01 Pahl) 86 09 A -16h RAWFARGA OF
30 days 909F W008A A96 08 40 60668F. 606600 Ghall� a! !@as! 40 days PF OF 48 the S%ep FROGA 81 GUGh P91+6166. fi-Ifflish 1 ASSAF Wilh AVigARAGS At FARSOMIG OF
payable by hescee 19 Lessor upeR deFRaAd. SuGh peliG as shall 69 IRIF 2 WAR At 21 IAOM an@ yeah 8F lh@ 100glh Of lhS FeFAaiAiA@ 19FFA Of th 6 LOOS421,
+9 'Ass II 81Ih8F PaFAY shall fail 10 PFOGUFO and FAarnia+A the RSUFaRGe F84WIFSd 18 118 6affied by 1. 11PIS 91116F Pady FROY, bul shall no! be
8.6 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the
other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils
required to be insured against herein. The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any
deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such
companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby.
87 Indemnity. Except for Lessors gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless
the Premises, Lessor and its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and /or
damages, liens, judgments, penalties, attorneys' and consultants' fees, expenses and/or liabilities arising out of, involving, or in connection with, the use
and/or occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters. Lessee
shall upon notice defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such
defense. Lessor need not have first paid any such claim in order to be defended or indemnified.
8.8 Exemption of Lessor and its Agents from Liability Notwithstanding the negligence or breach of this Lease by Lessor or its
agents, neither Lessor nor its agents shall be liable under any circumstances for (i) injury or damage to the person or goods, wares, merchandise or
other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or
injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage,
obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said
injury or damage results from conditions arising upon the Premises or upon other portions of the Building, or from other sources or places, (ii) aay
da!*IB906 WAR@ UWR any aGl OF M918GO Of any QII;QF ISPaRl Of 19699F OF 11FAM th- 12011119 at 169660F OF W ageAls !a on!@FG@ 149 pFev Signs 89 an)' QIh6F
9xa9Fa6H S. -
8.9 Failure to Provide Insurance. Lessee acknowiedges that any failure on its part to obtain or maintain the insurance required
herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely
difficult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required insurance and /or does not provide Lessor
with the required binders or certificates evidencing the existence of the required insurance, the Base Rent shall be automatically increased, without any
requirement for notice to Lessee. by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater. The parties agree that such
increase in Base Rent represents fair and reasonable compensation for the additional risk /costs that Lessor will incur by reason of Lessee's failure to
maintain the required insurance. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the
failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to
maintain the insurance specified in this Lease.
9 Damage or Destruction
9.1 Definitions
(a) "Premises Partial Damage" shall mean damage or destruction to the improvements on the Premises, other than
Lessee Owned Alterations and Utility Installations, which can reasonably be repaired in 3 months or less from the date of the damage or destruction,
and the cost thereof does not exceed a sum equal to 6 month's Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the
damage or destruction as to whether or not the damage is Partial or Total. Notwithstanding the foregoing, Premises Partial Damage shall not include
damage to windows, doors, and /or other similar items which Lessee has the responsibility to repair or replace pursuant to the provisions of Paragraph
7.1.
(b) "Premises Total Destruction" shall mean damage or destruction to the improvements on the Premises, other than
Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 3 months or less from the date of the
damage or destruction and /or the cost thereof exceeds a sum equal to 6 month's Base Rent Lessor shall notify Lessee in writing within 30 days from
the date of the damage or destruction as to whether or not the damage is Partial or Total.
(c) "Insured Loss" shall mean damage or destruction to improvements on the Premises, other than Lessee Owned
Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph
8.3(a), irrespective of any deductible amounts or coverage limits involved.
(d) "Replacement Cost" shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the
occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of
Applicable Requirements, and without deduction for depreciation.
(e) "Hazardous Substance Condition" shall mean the occurrence or discovery of a condition involving the presence of, or
a contamination by, a Hazardous Substance, in, on, or under the Premises which requires restoration
9.2 Partial Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessors
expense, repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible
and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessors election, make the repair of any damage or
destruction the total cost to repair of which is $10,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to
Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are
not sufficient to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds as and when required to complete said repairs.
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reasonable determination thereof, in good faith, shall be conclusive
105 Personal Property Taxes Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned
Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises. When
possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal
property to be assessed and billed separately from the real property of Lessor. If any of Lessee's said property shall be assessed with Lessors real
property, Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of a written statement setting forth the taxes
applicable to Lessee's property.
11. Utilities and Services. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services
supplied to the Premises, together with any taxes thereon. Notwithstanding the provisions of Paragraph 42, if at any time in Lessor's sole judgment.
Lessor determines that Lessee is using a disproportionate amount of water, electricity or other commonly metered utilities, or that Lessee is generating
such a large volume of trash as to require an increase in the size of the trash receptacle and/or an increase in the number of times per month that it is
emptied, then Lessor may increase Lessee's Base Rent by an amount equal to such increased costs. There shall be no abatement of Rent and Lessor
shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor
dispute, breakdown, accident, repair or other cause beyond Lessors reasonable control or in cooperation with governmental request or directions
12 Assignment and Subletting.
121 Lessor's Consent Required.
(a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or
assignment ") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent.
(b) Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of
Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall
constitute a change in control for this purpose
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(d) An assignment or subletting without consent shall, at Lessors option, be a Default curable after notice per Paragraph
111(c), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or
subletting as a noncurabie Breach. Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to
110% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the
Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in effect, and (ii) all fixed and non -fixed rental
adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent.
(e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and /or injunctive
relief.
s0n6eat -i6 requesled�
(g) Notwithstanding the foregoing, allowing a de mimmis portion of the Premises, ie. 20 square feet or less, to be used by a
third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.
121 Terms and Conditions Applicable to Assignment and Subletting.
(a) Regardless of Lessor's consent, no assignment or subletting shall (i) be effective without the express written assumption
by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder. or (iii) alter the primary
liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee.
(b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or
disapproval of an assignment Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall
constitute a waiver or estoppel of Lessors right to exercise its remedies for Lessee's Default or Breach.
(c) Lessor's consent to any assignment or subletting shall not constitute consent to any subsequent assignment or
subletting.
(d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone
else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's
remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor.
(e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to
Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not
limited to the intended use and /or required modification of the Premises, if any, together with a fee of 5500 as consideration for Lessors considering
and processing said request. Lessee agrees to provide Lessor with such other or additional information and /or documentation as may be reasonably
requested (See also Paragraph 36)
(f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering into such
sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with
each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease,
other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented
to in writing.
(g) Lessors consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to
the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2)
123 Additional Terns and Conditions Applicable to Subletting The following terms and conditions shall apply to any subletting by
Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:
(a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on any sublease. and Lessor
may collect such Rent and apply same toward Lessee's obligations under this Lease. provided, however, that until a Breach shall occur in the
performance of Lessee's obligations, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee's then
outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not, by reason of the foregoing or any assignment of such sublease,
nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's
lions to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor
PAGE 10 OF 17
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stating that a Breach exists in the performance of Lessee's obligations under this Lease, to pay to Lessor all Rent due and to become due under the
sublease Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to
whether such Breach exists, notwithstanding any claim from Lessee to the contrary
(b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which event
Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such
sublease: provided, however. Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any
prior Defaults or Breaches of such sublessor.
(c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor.
(d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior written consent
(e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure
the Default of Lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and
against Lessee for any such Defaults cured by the sublessee
13 Default; Breach; Remedies.
131 Default; Breach A "Default" is defined as a failure by the Lessee to comply with or perform any of the terms, covenants,
conditions or Rules and Regulations under this Lease. A "Breach" is defined as the occurrence of one or more of the following Defaults, and the
failure of Lessee to cure such Default within any applicable grace period
(a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of
security, or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable
assurances to minimize potential vandalism.
(b) The failure of Lessee to make any payment of Rent required to be made by Lessee hereunder,
whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease
which endangers or threatens life or property, where such failure continues for a period of 3 business days following written notice to Lessee THE
ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF
LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES.
(c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts
constituting public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for a period of 3 business days
following written notice to Lessee.
(d) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the
service contracts. (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate or financial statements, (v) a requested
subordination, (vi) evidence concerning any guaranty and /or Guarantor, (vii) any document requested under Paragraph 41, (viii) material data safety
sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where
any such failure continues for a period of 10 days following written notice to Lessee.
(e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under
Paragraph 2 9 hereof, other than those described in subparagraphs 13.1(a), (b), (c) or (d), above, where such Default continues for a period of 30 days
after written notice; provided, however, that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure, then it
shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to
completion.
(f) The occurrence of any of the following events. (i) the making of any general arrangement or assignment for the benefit of
creditors; (ii) becoming a "debtor" as defined in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of a petition filed against
Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to lake possession of substantially all of Lessee's assets
located at the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee within 30 days, or (iv) the attachment,
execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where such
seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph is contrary to any applicable law, such
provision shall be of no force or effect, and not affect the validity of the remaining provisions.
(g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false.
(h) If the performance of Lessee's obligations under this Lease is guaranteed (i) the death of a Guarantor, (ii) the
termination of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor's becoming
insolvent or the subject of a bankruptcy filing, (iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty obligation on
an anticipatory basis, and Lessee's failure, within 60 days following written notice of any such event, to provide written alternative assurance or security,
which, when coupled with the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors
that existed at the time of execution of this Lease
13.2 Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of an
emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including but not limited to the obtaining of
reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount equal to 115% of
the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may, with or
without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach
(a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate
and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which
had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned
after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the
worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental
loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately
caused by the Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom,
including but not limited to the cost of recovering possession of the Premises. expenses of reletting, including necessary renovation and alteration of
the Premises, reasonable attorneys' fees. and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the
unexpired term of this Lease The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be
computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time
of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover
damages under Paragraph 12. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right
to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part
thereof in a separate suit If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to
kmso quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the
PAGE 11 OF 17
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01999 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTN- 9 -5/09E
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applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the
Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the
remedies provided for in this Lease and/or by said statute
(b) Continue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event Lessee
may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and /or the appointment of a receiver to protect the
Lessor's interests, shall not constitute a termination of the Lessee's right to possession.
(c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the stale wherein the
Premises are located. The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not relieve Lessee from
liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee's occupancy of
the Premises.
13.3 Inducement Recapture Any agreement for free or abated rent or other charges, or for the giving or paying by Lessor to or for
Lessee of any cash or other bonus, inducement or consideration for Lessee's entering into this Lease, all of which concessions are hereinafter referred
to as "Inducement Provisions ", shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms, covenants and conditions
of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no
further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an
Inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The
acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the
provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance
13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not
contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and
accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor
within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one -time
late charge equal to 10% of each such overdue amount or $100, whichever is greater. The parties hereby agree that such late charge represents a fair
and reasonable estimate of the costs lessor will incur by reason of such late payment Acceptance of such late charge by Lessor shall in no event
constitute a waiver of Lessee's Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies
granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 conseculive installments of Base Rent, then
notwithstanding any provision of this Lease to the contrary. Base Rent shall, at Lessors option, become due and payable quarterly in advance.
115 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due as to
scheduled payments (such as Base Rent) or within 30 days following the date on which it was due for non - scheduled payment, shall bear interest from
the date when due, as to scheduled payments, or the 31st day after it was due as to non - scheduled payments. The interest ( "Interest ") charged shall
be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed by law Interest is payable in addition to the potential late
charge provided for in Paragraph 13 4
13.6 Breach by Lessor.
(a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to
perform an obligation required to be performed by Lessor For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days
after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice
specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessors obligation is such that more than
30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and
thereafter diligently pursued to completion.
(b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30
days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said
breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure, provided however, that such offset shall not
exceed an amount equal to the greater of one month's Base Rent or the Security Deposit, reserving Lessee's right to reimbursement from Lessor for
any such expense in excess of such offset. Lessee shall document the cost of said cure and supply said documentation to Lessor.
14. Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise
of said power (collectively "Condemnation "), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or
possession, whichever first occurs If more than 10% of the floor area of the Unit, or more than 25% of the parking spaces is taken by Condemnation,
Lessee may, at Lessee's option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the
absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning
authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and
effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises
caused by such Condemnation. Condemnation awards and /or payments shall be the property of Lessor, whether such award shall be made as
compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however. that Lessee shall be
entiffed to any compensation paid by the condemnor for Lessee's relocation expenses, loss of business goodwill and /or Trade Fixtures, without regard
to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by
Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation
which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the
Premises caused by such Condemnation
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16. Estoppel Certificates.
(a) Each Party (as "Responding Party ") shall within 10 days after written notice from the other Party (the "Requesting
Party ") execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current "Estoppel Certificate"
form published by the AIR Commercial Real Estate Association, plus such additional information, confirmation and /or statements as may be reasonably
requested by the Requesting Party.
(b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting
Party may execute an Estoppel Certificate slating that: (i) the Lease is in full force and effect without modification except as may be represented by the
Requesting Party, (ti) there are no uncured defaults in the Requesting Party's performance, and (iii) if Lessor is the Requesting Party, not more than one
month's rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppel Certificate, and the
Responding Party shall be estopped from denying the truth of the facts contained in said Certificate,
(c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 10
days after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably
required by such lender or purchaser, including but not limited to Lessee's financial statements for the past 3 years All such financial statements shall
be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth
17. Definition of Lessor. The term "Lessor" as used herein shall mean the owner or owners at the time in question of the fee title to the
Premises, or, if this is a sublease, of the lessee's interest in the prior lease. In the event of a transfer of Lessor's title or interest in the Premises or this
Lease. Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or
assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and /or
covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and /or covenants in this Lease to be
performed by the Lessor shall be binding only upon the Lessor as heremabove defined.
18 Severabllity The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the
validity of any other provision hereof
194 Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall mean and refer to calendar days.
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21. Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under
this Lease.
22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter
mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective
23. Notices.
23 1 Notice Requirements All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in
person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by
facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23 The addresses noted adjacent to a
Party's signature on this Lease shall be that Party's address for delivery or mailing of notices. Either Party may by written notice to the other specify a
different address for notice, except that upon Lessee's taking possession of the Premises, the Premises shall constitute Lessee's address for notice. A
copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter
designate in writing.
23.2 Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery
shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 72 hours after
the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United Stales Express Mail or overnight courier that
guarantees next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices transmitted by
facsimile transmission or similar means shall be deemed delivered upon telephone confirmation of receipt (confirmation report from fax machine is
sufficient), provided a copy is also delivered via delivery or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed
received on the next business day
24. Waivers.
(a) No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any
other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition
hereof. Lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to, or approval of, any
subsequent or similar act by Lessee. or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such
consent.
(b) The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by lessee may be
accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in
connection therewith, which such statements and /or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by
Lessor at or before the time of deposit of such payment.
(c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED
THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS
INCONSISTENT WITH THIS LEASE
25
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( 4 ) kessoe�s 49iiia$, An ageAl GaA agFoo go aG4 as agent fie; Ohs Losses pAly, In these solidaii-Ra. the agop! r no! the
0+4 Agent 'Reprosealiny ROO 1 orsoF Qqd I an-iiiii? A 1`921 A91816 290AI, 0 11010F aGlinq dimolly QRO-Q$��
ooAses, eaR laiiially be the a9GAI 91 both 11110 6066OF and 11he 69600e A 8 !FaRGarA 9R, bbil GRly with !he kRowledge and oeFiGaRl a! both the lcerseF aAd
thill I-AGGS& IR. A di.-Al a@BAGY 6 lWal OR, lhO agffil 10186 11018 fellow R@ 9AFFnat Ye ob! galwAs to both lAs 6es69F and 11he ltassee (a) A AdwelaFy dUly 91
WIFASS! Gaffl, AISOF 1 , h8ROGly and loyalty +A !he dealiAgs With e+theF 1=9668F OF the 1:06699 (b) QIh9F dWI 99 119 the I_9QA9F -Ad IhA 199609 -- Mated
9WA &AIBFDS!6+ 1=6668F OlAd IR6608 001114 88FOWly Food all a9FOGMSAIR *0 969106 'hat they adequately 616PFROG 11he F biAdeffilaAd R9 of the 'FRA162AI-AW
(b) 149149% hOYS A8 F86PGRIEiih lity with FOSP8611 to aRy Default QF 8F@aGh 1410F894 by 9+11110F PQFIY+ The PaA as 619FOO *hot Re IAWGW 4 OF
elheF 10001 PFGGS@d FIQ AYGlViA@ aRy bf8agh G! duly, OFFGF OF GFR+66 GA FB'a!+Ao 10 UNG 1=86169 FRay 66 WOUgh! ag2iRG4 AFQkAF FROM IhAR GAS year allOF the
13,20 Data eRd 'hat the liabil t), ( nolud A@ oewl oesto aFid 0110FROYIS' feGG), Of aRy BF9148F with FOSP981 10 SAY SUGh IaWliblil aAdi8F legal PFGG@ed Ag Ghall
RGI 811GOOd the 180 FOGG VSd by GU9h OFOkOF PUF6U8R4 10 lh 6 1:8616ei PFoyided, h9W@'OeF, !hat 11119 feF800 Ag IiM IN OR OR 028h likek-Os 1 abO !y shall net be
(c) Lessor and Lessee agree to identify to Brokers as "Confidential" any communication or information given Brokers that is considered
by such Party to be confidential.
26 No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of
this Lease. In the event that Lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable immediately preceding the
expiration or termination. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee.
27. Cumulative Remedies No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all
other remedies at law or in equity.
26. Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be observed or performed by Lessee are both
covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a
part of this Lease Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if
prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.
29. Binding Effect; Choice of Law. This Lease shall be binding upon the parties, their personal representatives, successors and assigns and
be governed by the laws of the State in which the Premises are located Any litigation between the Parties hereto concerning this Lease shall be
initiated in the county in which the Premises are located.
30. Subordination; Attornment; Non -Disturbance.
30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage. deed
of trust. or other hypothecation or security device (collectively, "Security Device "), now or hereafter placed upon the Premises, to any and all advances
made on the security thereof, and to all renewals, modifications, and extensions thereof Lessee agrees that the holders of any such Security Devices
(in this Lease together referred to as "Lender ") shall have no liability or obligation to perform any of the obligations of Lessor under this Lease Any
Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to
Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the
documentation or recordation thereof.
30.2 Attornment. In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure
or termination of a Security Devise to which this Lease is subordinated (i) Lessee shall, subject to the non - disturbance provisions of Paragraph 30.3.
attom to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for
the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between Lessee and such new
owner, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor's obligations,
except that such new owner shall not (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of
ownership; (b) be subject to any offsets or defenses which Lessee might have against any prior lessor. (c) be bound by prepayment of more than one
month's rent, or (d) be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner.
303 Non - Disturbance. With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee's
subordination of this Lease shall be subject to receiving a commercially reasonable non - disturbance agreement (a "Non -Disturbance Agreement ")
from the Lender which Non - Disturbance Agreement provides that Lessee's possession of the Premises, and this lease, including any options to extend
the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and altoms to the record owner of the Premises. Further, within 60
days after the execution of this Lease, Lessor shall, if requested by Lessee, use its commercially reasonable efforts to obtain a Non - Disturbance
Agreement from the holder of any pre- existing Security Device which is secured by the Premises. In the event that Lessor is unable to provide the
Non - Disturbance Agreement within said 60 days. then Lessee may, at Lessee's option, directly contact Lender and attempt to negotiate for the
execution and delivery of a Non - Disturbance Agreement.
30.4 Self- Executing The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents.
provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and
Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attomment and/or
Non - Disturbance Agreement provided for herein.
PAGE 14 OF 17
01999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTN- 9.5109E
3 9 4.7 .
The aII8FA8Yr' $806 R AIRFd shall F191 be OGFRPW4@d R FIGGGFdanGO with aRy Gewl fee riiihadwla, bui shall be sush as is WIly F8+FAbb1FG8 all al!GFAGYS' fees
FilliligRObly iRriwed 'A ibddilig% 68669F Gh011 hA 014+11-d IS 2110FROYS' 111166; 00646 ORGI OOIPBA666 AGWFF6d A thO PF@P8$aI1GA ORd 6@A'iGG Gf R84 Gas 0
32. Lessors Access; Showing Premises; Repairs Lessor and Lessor's agents shall have the right to enter the Premises at any time, in
the case of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective
purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or
desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and /or other premises as long as there
is no material adverse effect on Lessee's use of the Premises. All such activities shall be without abatement of rent or liability to Lessee.
33 Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without lessor's prior written consent.
Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction.
34 Signs. Lessor may place on the Premises ordinary "For Sale" signs at any time and ordinary "For Lease" signs during the last 6 months of
the term hereof. Except for ordinary "For Sublease" signs which may be placed only on the Premises, Lessee shall not place any sign upon the Project
without Lessor's prior written consent. All signs must comply with all Applicable Requirements
35. Termination; Merger. Unless specifically slated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the
mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser
estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessor's failure within 10 days
following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessois election to have
such event constitute the termination of such interest.
36. Consants. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party,
such consent shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses ,
incurred in the consideration of, or response lo, a request by Lessee for any Lessor consent,
including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon
receipt of an invoice and supporting documentation therefor. Lessor's consent to any act, assignment or subletting shall not constitute an
acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or
Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular
condition to Lessois consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then
reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination
made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and
in reasonable detail within 10 business days following such request.
27, --- awwreAtar-
37 4 "ines-Aian I The Gidai:096nlegr, it any, shall each exeGule a quaFanly P 'he 4-FFA most F-Geplly pwbI ehed by !he A IR o--FRP;-F--aI Real
Estate Asses at on
37+2 —1—W., II she" GGA94- +1111A a Data All of the I-essee +1 apy GwaFaRI9F Mile OF F811:1686. WPGA F@qUeGl 19 PF8Y d8i (a) SY+dSAGS Of !he
38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on
Lessee's part to be observed and performed under this Lease. Lessee shall have quiet possession and quiet enjoyment of the Premises during the term
hereof.
39 Options. If Lessee is granted an option, as defined below, then the following provisions shall apply.
391 Definition "Option" shall mean (a) the right to extend or reduce the term of or renew this Lease or to extend or reduce the term
of or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other property
of Lessor; (c) the right to purchase, the right of first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor
39.2 Options Personal To Original Lessee Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot
be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and, if
requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting.
393 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be
exercised unless the prior Options have been validly exercised.
39.4 Effect of Default on Options
(a) Lessee shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of
Default and continuing until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given
Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate Default,
whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the Option.
(b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee's
inability to exercise an Option because of the provisions of Paragraph 39 4(a).
(c) An Option shall terminate and be of no further force or effect, notwithstanding Lessee's due and timely exercise of the
Option, if, after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent for a
period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice lhereof),or (ii) if Lessee commits a Breach of this Lease.
40 Security Measures Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or
other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of
the Premises. Lessee, its agents and invitees and their property from the acts of third parties.
41. Reservations. Lessor reserves the right. (i) to grant, without the consent or joinder of Lessee, such easements, rights and dedications that
Lessor deems necessary, (ii) to cause the recordation of parcel maps and restrictions, and (iii) to create and/or install new utility raceways, so long as
such easements, rights, dedications, maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premises by Lessee.
Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights.
42 Performance Under Protest. . If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the
other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment "under
protest" and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for
recovery of such sum If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party
sha entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovery of
PAGE 15 OF 17
INITIALS INITIALS
®1999 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTN- 9 -5109E
39 4 7 • er .)A1
sums paid 'under protest within 6 months shall be deemed to hove waNed its right to protest such payment.
43. AuVWW, Multiple Parties: Execution.
(a) H either Parry hereto Is a corporation, trust united IiebAily company. paMership, or similar entity. each
Individual execu*V this Lease on behalf of such entity represents and warrants that he or she Is duly authorized to execute and dower this Lease on Its
behalf Each Poty shati, within 30 days letter regu+est, deliver to the other Party satisfactory evidence of such authority.
(b) If We Lease Is executed by more than one person or entity as 'Lessee', each such parson or entity shah be
Jointly and ssva ally asble herexder. U is lepned that any one of the named Lassoes shall be empowered to execute any amendment to this Leees, or
other document ancillary t io and bid of of the rarnsd Lessees, and Lessor may rely on the same as U all of the named Leases had executed
such document.
(c) This Lease may be executed by the Parties in oountsrpaft, each of which shall be deemed an origlral and an
of which together shot constbRe one and Me same instrunent.
44. Conflict Any corAct between iM printed provisions of this Leans and the typewretan or handwritten provisions shod be controlled by the
typewrilen or hrdwrilten provisions.
45. Offer. Propitiation of it" Lease by either pry or their agent and submission of awns to the other Party shell not be deemed an offer to
lease to the other Party. This Lease Is not Intended to be binding unit executed and del Bred by ad Parties hereto.
46. Amendments. This Lew may be modified orgy In writing. signed by the Parties in Interest at the time of the modification. As as they
— is make OWN mossone"Is
47. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE MON TS TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.
AA11so!"N "INS
{3-w
49. Mariam with Disabilities, Act Since compliance with the Americans with DisaI ki, a Act (ADA) Y dependent upon Lessee's spehallc use
of the Premlses. Lector mikes no warmly or rel"sonation as to whether or not the Promises comply with ADA or any similar legislation. In the
swot that Lawn's use of tit Prwnses reghara moditkabons or addition& to the Premises in order to be in ADA compliance, Leases agrees to make
any such necessary., cations ndlr additan at Lease's expense.
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND
BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE
THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE
INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.
Z. The Parties shad& RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES.
SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE
ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE
WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE.
WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA. CERTAIN PROVOWNS OF THE LEASE MAY NEED TO
BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED.
The parties hraW haw executed this Leese at the place and on the data specMed above a k eeUw sgnle s.
Executed let: E eciA at;
JAM
On: On
By LESSOR: By LESSEE:
Windsor Rentals, LLCI�f OQO
By:
By: W
Name Printed:
Name tad: L
Title:
_ L
By:
By:
Name Printed:
Nams Printed:
Title:
Title:
Address: 319 Main Street
Address:
El Segundo, CA 90245
Tetephone:(310) 640 -3070 x 113
Telephone: • im
Focsknlie:(310) 640 -3090
Facsimile:(_)
Federal 0 No.
Federal ID No.
ATTEST.-
H' E V,i
- n API l FORMi
Cify COQ CIT {h ail 3
Cly of El Segundo 1;
PAGE 16 OF 17
INIT IALS INITIALS
019N • NR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTN44PoIE
BROKER:
Attn: _
Tile _
Address:
Telephone:(_ )
Facsimile:(_ )
Email:
Federal ID No.
Broker /Agent DRE License #
BROKER
Attn
Title:
Address
Telephone. (_ )
Facsimile:(_ )
Email.
Federal ID No
Broker /Agent DRE License #:
394,T.
.0i .01
NOTICE: These forms are often modified to meet changing requirements of law and Industry needs. Always write or call to make sure you
are utilizing the most current form: AIR Commercial Real Estate Association, 800 W 8th Street, Suits 800, Los Angeles, CA 90017. Telephone
No. (213) 687 -8777. Fax No.: (213) 687 -8616.
@Copyright 1999 By AIR Commercial Real Estate Association.
All rights reserved. No part of these works may be reproduced in any form without permission in writing.
PAGE 17 OF 17
JNS
01999 - AIR COMMERCIAL REAL ESTATE ASSOCIATION
INITIALS
FORM MTN- 9 -5109E
1-�` /7-
ADDENDUM
Date:.;uly 23, 2009
Byand Between (Lessor) w_ndsor Rer.ta:s, LLC
(Lessee)C'_ty of E: Segundo
Address of Premises: 333 A Ma:r. Street.
E.: Segundo, CA 90245
Paragraph 8 . 2
In the event of any conflict between the provisions of this Addendum and the printed provisions of the Lease, this Addendum shall
control.
Insurance
A. Lessor understands and acknowledges that Lesee is a member of the Indpendent Cities Risk Management
Association, pursuant to a joint powers agreement, and the limits of liability under that agreement is
,*Id,000,000 . 41111, . Lessee is obligated to pay the first of any claim. Lessor agrees to accept Lessee status
as satifactory compliance with Lessor's insur nce requirements. In the event Lessee decides to change its
insurance status, Lessee agrees to provide essor with thrity (30) days advance written notice of the
effective date of this change in status. Therea ter, Lessee agrees to provide Lessor with appropriate evidence
of insurance coverage.
�400tpa0�
Additional TQrns &-Conditions
Lessee is not responsbile for standard security deposit. Lessor has agreed to install two (w) additional walls in
the unit at their expense.
The city will have the right to terminate the lease after the first year with a 90 day written notice provided to
Landlord.
Annuallncreases
Annual CPI increases not to exceed a total of 5 %.
PAGE 1 OF 1
I S INITIALS