HomeMy WebLinkAbout1995-03-14 - AGENDA REPORTS - CMTY CENTER AMEND LEASE (2)AGENDA REPORT
City anger pproval
Item to be presentedb
Rick Putnam
CONSENT CALENDAR
DATE: March 14, 1995
SUBJECT: Community Center - Amendment to Lease
DEPARTMENT: Parks, Recreation, and Community Services
In June 1994, the City of Santa Clarita leased commercial property at 24406 San Fernando Road for
the purpose of creating a Community Center. That lease was successfully executed by the City
Council and is currently in place. Since the execution of the lease, the City and the owners of the
property have negotiated several minor changes to the lease, including address changes, signature
recognition, and 30 -day rent credit granted by lessor to lessee. This Amendment to Lease has been
approved as to form by the City Attorney.
Rixiielm'e •
The City Council authorize the City Manager to execute the Amendment to Lease for the City of
Santa Clarita's Community Center located at 24406 San Fernando Road, Santa Clarita, California.
ATTACHMENTS
Amendment to Lease
Lease Agreement
REP:JHD.dis
council/ agcoralsejhd
Agenda item:
AMENDMENT TO LEASE DATED JUNE 1, 1994, BETWEEN ROBERT CROZIER AND SUZETTE
CROZIER AND THE CITY OF SANTA CLARITA
WITH RESPECT TO THE COMMUNITY CENTER
LOCATED AT 24406 SAN FERNANDO ROAD, SANTA CLARITA, CALIFORNIA
Ibis Amendment is made and ®teed into by and between the City of Santa Clanta ("Lessee"), a general
law city, and Robert Crozier and Suzette Crozier ("Lessor') with respect to that certain Lease dated June 1, 1994,
for certain real property located at 24406 San Fernando Road ("Lease").
Section 1. Section 1.12 of the lease is hereby amended to read as follows:
"Addenda. Attached hereto is an Addendum or Addenda consisting of Paragraphs 49 through 57 and
Exhibit entitled Revised Addendum Plot Plan,' all of which constitute a part of this lease."
Section 2. The signature block on page 10 of the Lease for the Lessor shall remain the same as provided
in the Lease, except that the address of Robert T. Crozier: "Route 1, Box 110•B, Ladonia, Texas 75449"; and
Suzette Crozier. 15800 Condor Ridge Road, Santa Clarita, CA 91351; shall be deemed to be added to such
signature block. The signature block on page 10 of the Lease for the Lessee shall Read as follows:
Executed at Santa Clarita, CA
on June 25, 1994
by: LESSEE: City of Santa Clarita
\s\ Kenneth Pulskamp
Acting City Manager
City of Santa Clarita
23920 Valencia Boulevard, Suite 120
Santa Clarita, CA 91355
by \s\ Donna M. Grindey, CMC
Name Printed: Dolma M. Grindey
Title: City Clerk 7/25/94
By: Approved as to Form:
Name Printed: \s\ Elizabeth M. Calciano
for Carl K. Newton
City Attorney 7/19/94
Section 3. Lessor and Lessee acknowledge that the lease became effective on August 1, 1994.
Section 4. By this Amendment, each of the addenda to the Lease beginning at page 11 of the
Lease and ending at page 16 of the Lease shall be considered to be initialed by Ken Pulskamp, the Acting City
Manager at the time of execution of the Lease.
Section 5. By this Ammdmeny all items deleted in the Lease (Page 3, Section 7.1(b); Page 6, Section
12.1(a) through (e); Page 8, Section 152 through 15.6; Page 9, Sections 30.1 and 34; Paragraph 49, Sections
A. 1 through AM and Section Q and Page 16, Revised Adendum Plot Plan) shall be considered to be initialed
by Ken Pulskamp, Acting City Manager, at the time of execution of the Lease.
Section 6. Thirty (30) day rent credit was granted by Lessor to Lessee for September, 1994, for building
preparation.
Section 7. Ibis Amendment is entered into without prejudice to the Lessee's right to contend that rent
previously paid under protest should be returned to the Lessee. This Amendment pertains to
code violations in Section 2,2 and 2,3 only,
-
Section 8. Counterparts. This Amendment maybe executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original and all of which taken together shall constitute
but one and the same instrument.
The parties hereto have executed this Amendment in counterpart at the place on the dates specified below
to their respective signatures.
Executed at LSD v:ft T¢>, -*s Executed at
on
By Lessor:
Name Printed:
MMI—MW
fRAo.aM.rnu,. - 2 -
by Lessee:
Name Printed:
Title:
By:
Name Printed:
Title:
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.�11C AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
STANDARD INDU-STRIAUCOMMERCIAL SINGLE -TENANT LEASE -GROSS
(Do not use this form for Multi -Tenant Property)
1. Basle Provisions p'Besla Provisions")
` IA Parties; This Lege ("LeA'l, d led for reference pis only, June 1 , , 19 94 is made
by and between Roieaart Croz�er S Su2etlorese Crozier
and • e Lty of Santa Clarl.ta ("Lessor")
(collectively the *'Parties," or Indw,dually a "Party"} ("Le'ssee'"),
1.2 Premises: That certain real properly, including all improvements therein or to be provided by Lessor under the terms of this
Lease. and commonly known by the street address of 29406 San Fernando Road, Santa Clarita
located in the County of LOS Ancreles State of California
and generally described as(describe briefly the nature of the properly) a 2,000 9nta n f on t bu '1d'
("Premises"). (See Paragraph 2 for further provisions.)
1.3 Term: FIVE years and_Q months("OrIglnal Term")commencing .Tn1v S 1904
("Commencement Date") and ending T,, 11,9 long ("Expiration Date"} (See Paragraph 3 for further provisions.)
1 s Early Possession: ("Early Possession Detail,
Paragraphs 3.2 and 3.3 for further provisions.)
1.5 Base Rent: $ per month ("Base Rent"). payable on the tenth daydfeach
month commencing July 10. 1994
` ❑ If this box is chocked. (here are provisions in this Lease for the Base Hent to be adjusted. (Sen Paragraph d for further provisions.)
1.6 Base Rent Paid Upon Execution: $_ 5,600
as Base Rent lot the period IUly 1 r 1994 t0 Lly al 1994
17 Security Deposit: $ 10,000 ("Security Deposit"). (See Paragraph 5 for further Provisions I'
1.6 Permitted Use: any legal V e
(See Paragraph 6 for Iurlher provisions.)
1.9 Insuring Party: Lessor is the
"Insuring Party." $ is the "Base Premiuml' (See Paragraph B lot further provisions.)
1.10 Real Estate Brokers: The following reel estate brokers (collectively, the "Brokers") and brokerage relationships exist in this
transaction and are consented to by Iha Parllea (check applicable boxes):
Investment prOp2 ity Sp eC is l ie t9 represents
0 Lessor exclusively ("Lessor's Broker"); 0 both Lessor and Lessee, and
v oxeno
❑ Lessee exclusively ("Lessee's BrokeY'); C] both lessee and Lessor. (See Paragraph 15 for Iurlher provisions.)
1.11 Gformal The obligations of the Lessee under this Lease are to be guaranteed by
("Guarantor"). (See Paragraph 31 for further provisions.)
1.12 Addenda. Attached hereto Is an Addendum or Addenda consisting of Paragraphs _through _ and Exhibits
all of which constitute a part of this Lease..
2. Preelaet
2.1 Lalling,lassorhareby laaals, W Lessee, and Lessee hereby leases from Lseaor, the Premises, lar Me ton, at the rental, and upon all of the terms.
tovanan,$ and conditions fief forts to into Leass. Unreal otherwise provided heroin, any statement of Seneca footage eel IMth In Nis Lease, or that may
have been used In calculating rental, Is an eppmxlmalbn which Lessor and Lessee agree M reasonable arts the rental based thereon Is not subject to
revision whether or not Me Schaff Sol footage la mom or less
2.2 Condition. Lessor shall deliver Me Premises a Lessee diem am free of debris on the Commencement Data and warrants to Lessee that the
existing pumping, lire sprinkler aySlem, fighting, all conditioning, heating, am loading doom, 6 any, in the Premises, other than those constructed by
Lessee, shall be in good operating colMittan an me Commencement Date If a ramcpmpliance with said warranty exists as of the Commencement Date.
Lessor shall, except ea otherwise provided In MIS Lease. prompuy after receipt of wtlnen notice from Lessee setting forth with specitkey the forum and
extent at such nom compliance, rectify same at Lessor's expense. If Lessee does not give Lwow written notice of a mar(On piaRe with Nis warranty
within thirty (30) days after the Convectional Data, Canadian of that ran -compliance shell be the obligation of Lessee at Lessees Sole cast am expense.
2.3 Complleno wllh Covert Restrictions nd Building Code. Lawarvanants m Lessee Uel IN lmprowwmanlsan aw Promisee comply wish all
applicable covenants or restrictions of record and applicable building codes, regulations end ordinances in affect an the Commencement Dale. Said
warranty does not apply 0 the use 10 which I -Mus. will M the Promixaa ivme,.oeu.,.m.....,h un: ... ......... r... __._.,__.._..____ �__. _.. .
Of written Iadce from Lessee selling forts with specHidty Ne neWm aM extent of such him -d mpllence, rectify the same at Lessor's expense. If Lessee
does not give Lessor written nonce of a nan<omplfance with this warranty within six (6) monms fallowing the Co lsommo marl Dale. Correction of that
noncompltsnce shall be the obligallpn of Lessee 0 Lewes sole coat am expense.
2.6 Accxplenca of Premeas Lessee hereby eakmowledges: tel Mat a has been advised by Ne f3rokem fo satisfy esett with respect td the Contlidon
Of the Premises (including on dot limited to 00 electrical am fire sprinkler systems Security; environmental aspects compliance with Applicable Law.
as derived in Paragraph 6.3) and Me present am fulurs aullebtlily of Me Premises far Lessee's intended nee, (b) that Lessee has made Such invasligalion
as it deem6 necessary with reference to Such matters arhd assumes dl aspansibiiity therefor as The same relate to Lessees occupancy of the Premises
andlar me term of this Lease, and b) Nal neither Lessor. nor any of Last agents, has made any oral or written representations or warranties with
rasped to Me said matters other Nen as set forth in Ihia Lease.
2.5 Leu.. Prior OwnerlOdaupa rd. The warranties made by Lessor In Ihia Paragraph 2 shall be of m torte d effect it Immediately prior tome dale
set forth in Paragraph 1.1 Lessee was da Owner or Occupant of the Prearki In sudh sven4 Leasee sheik at Lessee's wie cost and expense, corned any
ran.complence of the Premises wit, sets wanemare
3. Term.
3.1 Term. The Cpmmeneament Data, E-Pumlan Data and Orlglnal Tema of MIs Lease ere as specified in Paragraph 1.3.
3.2 Early Possession. 11 Lessee Orally O pertlally pool Ne Premises prior m Me Commencement Date, Gro obligation to Pay Base Rent shall be
abelsd for Me period of such early posseeeion. All olherterms of this Lane. however. man be M Strad dudng such perlod. My such Sony poseessbns all not
affect nor advance the Expiration Oats of The Original Term.
Inilial�
GROSS PAGE1
m1990—Amerlcen Industrial Real Exists Aaaoclatlon o FORM 105000 �R nI
3 Daley In Possession. If for any reason Lessor cannot deliver possession of the Premises to Lessee as agreed herein by rya Early Pa5S.S.n.Date.
it one s specified in Paragraph 1 6, or, it no Early Possession Date 3 specified, by the Commencement Dale, Lessor Shan not be sapient to any hablley
in ... mr. nor shall Such failure affect the validity of this Lease, or Me Obligations of Lessee hereunder, or extend Ine term hereof, but in sucn case Lessee
Shall not, except as otherwise provided herein, be oblgated to pay rant or perform any other obligation of Lessee under the terms of this Lease wail Lessor
delivers powasster 0f the Preminebtle Lessee. If ppssessbn of the Promises is not delhavad 10 Lessee within sixty (6)) days aIle, trip COmmeni, merit.
Date. Lessee may, at its option, by ncte in writing to Lessor within ten (10) days 1Mneafter, cancel has Lease, In which event Ine Parties Shall be discharged
from all Obligations hereunder; promed, hoeeveq Mat 0 such written notice by Lessee is not received by Lessor within said Ion (1 Dl day period. Lessees
right to cancel this Lease shall terminale antl be of no What force or effect. Except as may bas otherwise provided antl regardless of when the term
acutely Comenhence8. it possession a not tendered 0 Lessee when required by that Lea" and Leasee does not terminale this Lease de aforesaid the
period free of Me obligation to pay Base Rent, tf any, that Lessee would otherwise have enjoyed shall run from M. date of delivery Of possession and
Continue for a period equal to what Lessee would otherwise have enjoyed under the terms hsfeOl but minus any days of delay caused by the acts.
changes or omissens of Lessee. -
a. Rent.
a.1 Beta Rent. lessee shell Cause payment of Base Rem and offer rent or ensign as Me same may be adjusted from time to tmo to berenewed
by Lessor in lawlol money of Me United Stales, without offset or deduction, on or before Me day an which at A due under the terms of this Lease Soso
Rent and all other rent and charges for any period during Me farm hereof which is for less than one (1) lull calendar Month shall be prorated based upon
the actual number at days of the calendar mond involved. Payment of Bess Rent end other charges all be made to Lessor at its address stated herein
Or t0 Such Oder persona or at Such Omer ad@Esse , as Leaser may from time 10 time designate an wnmg In Lessee.
S. Security Deposit, Lessee snag deposit with Lessor Upon execution hereof Me Security Deposit set Iortr In Paragraph Ly as security lot Lessees
laithlul performance at Lessee's obligations under this Lease. II Lessee fails to pay Base Rent or other rent or charges due hereunder or otherwise
Defaults under this Lease las defined In Paragraph 13. L), Lessor may use, apply or retain all er any portion of pad Security Caddell for the payment of
any amount due Lessor or to reimburse or compensate Lessor for any liability, cost, expense. loss or damage (incluomg attorneys teed .00h Lessor
may suffer or incur by realm thereof. If Lesser uses or applies of or any porlbn of said Security Deposit, Lessee shad within len (10) days. after written
rodent Inerelor deposit moneys with Lessor Sufficient to restore said Security Deposit to the MI amount required by this Lease. Any time Ire Base Rent
increases daring the term of this Lease, Lessee Shall. upon written recut from Leaser, deposit additional moneys with Lessor safgeiem IC maiUdin -he
same ratio between the Security Deposit and the Base Rent as Mose amounts are specified in the Basic Provisions. Lessor shall not be ,peered to keep
SII of any part of the Security Dep all sapar8le from its general a0.YNlnla Lesser shalt, 8f the expiration ler earlier termination 01 the Uhm nereol and after
Lessee has vacated the Premises, return to Les (or. at Learl Option, fo Me last assignee. if any, of Lessees Interest herein), :nal ; onnn 01 Me
Security Deposit not used or applied by Lessor. Unless otherwise expressly agreed in writing by Lessor, rib Part of the Security Dapos•t Mag oe Cpnsoered
10 be head to trust, t,0 bear interest or Other increment for its use, 0r to be prepayment lot any moneys t0 be pad by Lessee under this Lease
6. Use.
6.1 Use. Lessee shell use add occupy the Premises Only for Me purposes set larnt in Paragraph 1.8, of any other use which is comparable Menem,
and far no other purpose Lessee shall ria use bf permit Me use lel Me Premises in a manner that Creates waste Or a nuisance, or that disturbs owners
and/or mcupaflls of, or causesdamage fax neighboring premises or propmes. Lessor hereby agrees to not unreasonably wahhgd Ordelay s olmom to any
r written request by Lessee. Lessees assignees orsubtenants, and by prospective assignees a"fuldementsol Me Lessee.gs assignees and subtenants, fora
modification of said permitted purpose for all the premises may be used ler o dal So long as the same will not impair the structural ba my of the
imyovem UA On the Premises, the mechanical or reaching! systems Mersin, is not sgnificirmly more burdensome to the Premises and Me aopro.ements
mereon. and is otherwise permissible pursuant tb this Paragraph 6 I Lessor elects tb withhold such consent Lessor shall wilhin!ive;51 busmeas: bars gore a
.. written notification at same, when notice shall include an sop ... ran of Lassols reasonable db,.I,p,S to the change in use:
6.2 Hazardous Substances.
.. (a) Reportable Uses R"Wer Consent, The term "analogous Substanci' as used in his Lease snag mean any product, sutdoi. Chemical.
material Or waste whose meserce, nature, quangly and/or intensity of existence, use, manufacture, disposal hansponanon, Will, release or elven, euner
by Itself of in combination with Other materials expected to be On the Promisee is either: (i) potentially injurious to the public health, safety or welfare, the
environment or Me champion, (la) regulated or mongored by any governmental authority, of (ani) a bases for liabgily of Lessor d any la- agency
W third party under any applicable afatule Or Common law theory HazardWa Substance Shall Include, but WI be limited to hyomcams, s eavoleum,
gasdlme, nude if ler any products, by-products or fractions thereof, Losses shall not engage in any acanty in, on or about Me P:e rises wh¢I' Cbrisewas
a Reportable Use (as herom biller normal of Hazardous Substances without the express prier written consent of Leswf and n.mnlmnce,, g "'1'1 her
tat Lessees sale Coal and expaae) Ian all A goomile Law in earned in Paragraph 53) "R.MwitaLle Use' Shall m.Lm I) 1 a, I e;ny
;ocvp or below ground all tankpa) the gavefelaq posy esim, zmrage, use, transportation. or disposal W a Hazamous rlw,t.rce `.,t epmres a
,inn from, or with read lO which a report. notice. registration or trustees plan is required to be filed with, any governmental autMnty R;;;.,Iab�a Use
shall also include Lessees Wing respor le for Me presence a, an or about the Premises of a Hazardous Substance wnn broad to "wmm a, npotabte
Law requires that a holes be given to perms entering or occupying lila Premises or neighboring properties. Nolwilli ending the foregoing. Le ray,
without Leal otter consent, da in compliance with all Applicable Law, use any ordinary and customary materials reasonably ,wlWred Ib beusedby
Lenses In the IKK.I CWlte d LtlB866'a tlUBlrle88 parraidedm May Premises string fig such use is (Of a Reportable Use and 4165 Mil axpOSe the Prem;ser
C. narghbomg properties to any moeninglW risk of dpniaminatian or damage or expee Lessor 10 any hadety Marshall. In addition, Lessor may ibui wlrial
e am, Odlgalbn W do sup) Condition Y em60nt 1p Me use or I,.edif A any Hazardous Substance. Codify Or storage laftk by LesSea OPO,. ie SSae r gyn'll
Lessor euch additional aswfa era as Longer. M its heseonable discretion, deems necessary fO Perfect hoes. the pubet, the Prein sea and the envmanme^t
.against damage, conlaminatdn or iryury motor fall thebirom of lheblm. including. and had tirrim to. the Installation land femoral ori or helorn tease
expiration or warier formulation) of realonaUhy necessary protect modifications to [be Premises (sucn as cancers ehdo,, nCUtSI .,a or Ine epost at
all ack ilional Security Deposit under Paagralan 5 hereof.
!let Duty to Mtorm Lower. If Lessee knows, as has reasonable clause to behavior Mat a Hazardous Subsiande 0, a CGlhi;i0n'invdhimy •it, : asulting
from same, has come to be Imtled in, OR under m about Me Premises, other Men as previously cmionled In by Lessor. Leesae shad m^mT^i Vvy give
written nota of such Int to Losarm. Lessee Snag also immediately give Lessor a cony OI any Statement,. repo,[ notice, no,eiratlon, apntetn, pelni
business plan, license, claim, action of proce90ing given to, or received from, any governmental Buthorry w private party, o, Persons entering or oCNPYI^5
the Premises, concerning the presence, Will, rebase, discharge of, or exposure W. any Hazardous Substance Or cone mineti0l In. an, aI about it..
Premises, itwdWirg but not entered to elf seen documents as may do involved in a" Reportable Uses involving the Premises
(c) IndomnRlcsgon Lessee shell indemnify, praised, defend anal Mid Lespos ds agents, employees, lenders and ground Iessoc •1 a^, and the
alWmeyb and consulfe art lees ailing out IN per irrvoNing any Hazardous Substance of storage lank brorght onto the Premises by or for Lessee Or under
Lessedb Contra. Losai Wog gatgna under M4 PYagraph 6 anal) include, but nM I limited W. the effects of any contamination Or injury to person,
properly or der snvihorlmenl Created of suffered by Lessee, and the cost of investigation (including consuaamb alb attorney's lees and I6sea91, removal.
emaciation, reedoretn Iuldlor, abatement parent. or of mr, Contamination Mervin involved, cob shot survive the expiration or earlier lermnallon of ;his
Lease. No lerminatbn, canaoilatlon or release agreement entered int. by Lessor end Lessee shall release Lessee from its obligations once, ns Leos.
with respect to Hazardous Substances of storage lanka, unless sp9Cillcally, a agreed by Lessor in writing at the time of sucb ag,emenl.
63 Landn's CCmpllance with Law. Except as Otherwise provided in Mia Leas, Lessee,shall, at Lessee S Is nest and expense. f,hy C ligengy em
en a termly memear, comply with all "Applicable Law," which term is used in this Lease to include all laws, mleS, regulations. Ordinances: Oeedi.,es.
covenants, easements and Unmctions of record permits, tl to owkiremenle of any applicable fire insurance Underwriter or nalvg buro3a. and me recom
mends tdens of Lea er'e engneas andpr coneuldefor retic in any manner to the Premises jincluding but not limited W matters pe,her., W if ndcsmal
hygiene, (6) environmental cordMorls on, in, under or about the Pbmises, including sell and groundwaler IWMitions, and (Pit) the on ganeragon, manu
factors, production. unto letibq momenance, remove( transporfatn, ag rage, will or release of any Hazardous Substance w storage tank), now in effect
or which may foreign. come rib affect. and whether a .1 bfledirg If charge in policy from any previously adding policy Lessee shall, within five (5)
days after receipt of Leaarb written ,agape. provide Lessee with copies W all documents and anformalio . including, but nor limited to. permits nglsba
lime, marriage, eppirationa, reports and certificates. emencing Lessee§ compliance wish any Applicably, Law specified by Lessor. and shall immediately
open bri holly Lessor In wrong (win chain of my Wcuments horned) of any personal w actual claim. notice. citation, warning complaint or
repot pefininifg to or lnvoNirg feel by Lowest or the Premises b Comply went shy Appleeble Law.
6.6 Inspection; Compliance. Leena end Laea'e Lada(.) (as defined in Paragraph 8.3(a)) shag neve Me rght to enter the Panting at any time.
in Me Can dl an emsrgerwy, and otherwise al reemar able time& Or Me W mase Of MWOCUN Me coalition of Me Premises and he W irring compliance
by Lessee wish MIs Lease and all Applicable Laws (as seemed in Paragraph 6.3) and to employ expars mdldr consultand m connection herewith anmer
to advise Lessee wlM respect W Lessees adverse, including but but limited to Me installation, oparatn, use,monitoring, maintenance, or renewal Of any
Hazardous Substance or storage lank on or from May Premises. The cases and expenses, of any such erspectlons shall be paid by the party fortun ,
Same, union 6 Default of Breach d Mas Leri. vWlaton at Applicable Law, or a codamnaton. Caused or mallerioly contributed Id by Lasses is found
to exist or be imminent, or unless the inapacWn is requested or ordered by a governmental serially as the result of any such existing or imminent
motion a cameaminaton. In mr, such Cage. Lessee shag upon request reimburse Lower or Leper's Larder, as Me case may be, fpr the costs ad
.xp.nn.a of cam inspections
T. McObn ; Repsll UUISy In*UIM lens; nae Fladurse rid ARanllowa
7.1 Lseaas's Dbllgsgoss
(a) Subject M Me Provisions of Paragraphs 2.2 (Lesab warranty as to mndabnl 23 (LesWrb wartal as to Compliance will coven IC
Initials
GROSS PAGE 2
A
7 (Leasers obligations to repair), 9 (damage and destruction), and 14 (condemnation), Lessee shall, at Lessee's sole cost and expense and at all times
keep the Premises and every part thereof in goad order condition and repair, (whether or not such portion of the Premises requiring repair, 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 Lessees use.
any prior use, the elements or the age of such portion of the Premises), including, without limiting the generality of the Ipregoing, all equipment or facilities
serving the Premises, such as plumbing, healing, air Conditioning, ventifaling, electrical, lighting facilities, boilers, fired or unlined pressure vessels. fire
Sprinkler and/or standpipe and hose brother sutomatk fire extinguishing system, including lire alarm and/or smoke detection systems and "uipmenl,
fire hydrants. fixtures. walls (lnlerwr and exterior), ceilings. floors. windows, doors plate glass, skylights, landscaping. driveways parking lots, fences.
retaining wallssign& sidewalks and parkways located In, or, about or adjacent to the Premises, but excluding foundations, the exterior roof and the
structural aspects of the Promises. 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 Lessees expense, take all investigatory and/or remedial action reasonably
recommended. whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance. security anchor monitoring
of. the Premises. the elements surrounding same, or neighboring properties, that was caused or materially contributed to by Lessee. or pertaining 10 or
-involving any Hazardous Substance Stiff storage lank brought onto the Premises by or for Lessee or unbar its central. Lessee, in keeping the Premises
in good ordercondilion and repair, shall exercise and perform good maintenance practices. Lessees obligations shall include restorations, replacements
or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in goad order, condition and stale of repair.
located On the Premises'. (1) Meeting, air conmltomng and ventilalio or unheard pressure vessels. (iii) fire sprinkler arl
standpipe and boss or or automatic fire extinguishing systems. including fire alarm and/or smoke a irrigalion systems.
7.2 Lessor'sObligations. Upon receipt of writer, notice .1 the need for such repairs and sub,ottoParagraph 13.5, Lessor shall, at Lessor s expense,
keep the foundationsexterfor roof and sluddral aspeClS of the Premises In good order. Condition and repair, Lessor shall not, however, be obligated to
paint the exterior surface of the exterior walls or to maintain the windows, doors Or plate glass or the interior surface of exterior walls. Lessor shall
not, in any event, have any obligation to make any repairs until Lessor receives written ratke of Me need for such repairs. It is the Intention of the Parties
that the terms of the Lease govern MB respective obligations of the Parties as to maintenance and repair of the Premises. Lessee and Lessor expressly
waive the benefit of any statute now or inre011er M effect to the extent 11 is incgnsislent with the forms of this Lease with respect to, or which affords Lessee
the fight to makerepairs at the expense of Lessor or to terminale this Lease by of o, any needed repairs
7.3 Utility Instilie8ons; Trade Flxturs, AMmMona.
(a) Definitions; Consent Requlred.Theteren"Utility Installations" at used in this Lease to relerlo all carpeting, windewcovenngs, air lines. power
Panels, 91eatncal disbibultoo. security, fire p oarb en systems, communicalion systems. lighting fixtures, healing, ventilating, and sirwndilionn, equipment,
plumbing, and fencing in. on or about the Premises. The term "Tads Fldul shall mean Lessee's machinery and equipment that can be removed without
Ming material damage to the Premises The term "Alteration:' shall mean any modification M the improvements on the Premises from that which are
provided by Lessor under IN terms of this Lease, other than Utility Installations or Trade Fixtures, whether by addition or dalelion. "Lessee Owned
Altendlons andhor Utility Installations" are defined as Alterations Seller Utility Inslallafiens made by lessee Mat are net yet owned by Lessor as calmed
in Paragraph rola). Lessee shall not make any AlleraGone Or Utility Installations in, on, under of about the Premises without Lessors prior wrilan consent.
Lessee may, however, make nonstructural Utility Installations to the interior of the Premises (excluding no foory, as long as they are not visible from the
x outside, do not Involve puncturing, relocating or removing the real or any existing wells. and Me Cumulative wsl thereof dmfng the term of Irks Lease as
extended does not exceed $25,000.
(b) Consent. 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 proposed detailed plans. All Consents given by Lessor, whether by virtue of Paragraph 7,3(a) Or by subsequent specific
consent, shall be deemed condilfined upon: (i) Lessee's acquiring all applicable permits required by governmental authorities, (it) the furnishing of copies
of such permits [.,ether win a body of the pians and specifications for the Aaeralien p Utility InBlallalton So Lessor prior to commencement of the work
thereon, and (iii) the compliance by Lessee with ail condilbm of said permits in a Prompt and expeditious manner. Any Alterations or Utility Instanations
by Lessee during the term 0 area Lease abed be done in a good and workmanlike mannw, with good and sufficient materials. and in compliance win all
Applicable Lax. Lessee shell prompt' upon completion thereof furnish Lessor with as -buil) plans and specificaams Mancha[ Lessor may (but without
obligation to do sol condition its consent to any requested Alienated of Utility Installation Mat Coals $1 0.00D or more upon Lessees providing Lessor with
a lien and completion bond in an amount equal to one and one-half limes the eslimaled cost of such Alteralbn or Utility Installation and/or upon Lessees
posling an Si Security Deposit win Lessor under Paragraph 38 hereof,
Of Indemnification. Lessee shall pay when due, all claims for labor or materials lurnisbed Or alleged to have been furnisned to for for Lessee at or
for use on the Premises which Claims are or may be secured by any mechanics or mblerialmens lien against Me Premises or any interest therein. Lessee
shalt give Lessor not less than !en (10) days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the echl
to past notices of ode-responsibiltry in or as Me Ramis" as provided by levo. It Leseery shall, in good faith, =most the validity of any such lien, claim a
demand, than Lessee mall. at its sale expense defend and protect dead, Lessor and Me Premises against the same and shall pay and satisfy any such
adverse judgment Mat may be renewed thereon before the enforcement thereof aganat the Lessor or the Premise& If Lessor shall require, Lessee shall
furnish to lessor a surely bond salisferi tq Lessor in an amount actual to one and one -had limes the amount of such Contested lien claim or demand,
indemnifying Lessor against liabill for the same, as required by lav for Me holding of the Premises free from the e11eM of such lien or claim. In addition.
Lessor may require Lessee to pay Leedurb Submit lees ark costs in participating in such action d Lessor shall decide it m to its best interest to do so..
s JA Ownership; Removed; SrarerrMr; alio Rest ... Uorp
.. (a) OwrlefshiP Subjed to Labor$ right 10 require their removal Or become Me owner thereof as hareinafMr provided in this Paragraph 74,
1, all Alterations and Ulift, Addlbms made to no Premises by Lessee shelf be the properti ark owned by Lessee, but Considered a part of the Premises.
Lessor mayat any time and at its option, elect in writing to Lessee to be the owner M all or any speofied part of the Lessee Owned Alterations
and Will Instanations Unless otherwiwi instructed pw subparagraph 7.4(b) hefaof, all Lessee Over Alleralbns and Utility instelatlons shall, at the
expiration or earlier terminates of this Lease, become the property of Lessor and remain upon and be surrendered by Lessee with the Premises.
(b) Removal. Unless onamise agreed in writing. Lessor may require Mat any or all Less" Owned Alterations or Utility Installations be removed
by the expiration Or tidier lerminalen of that Lease, notwilhlanding their insfallmon may have been consented to by Lessor. Lessor may require the
removal at any time of all or wry pad o any Lessee Owned Allusnuens or Ul Inslailatione made without the required consent of Lessor
(c} Sunendi r/Rbtdatbn. Lessee shad sureardw Me Premise, by Me Ohio M Me last day of Me Lease term Or any carrier termination date, with
all of the improvements pwm and surfaces thereof claim and lose of debris and in good operang Order, condition and stale of repair, Ordinary wear and
tear exception "Ordinary weer and tear" snail not include any damage Or countersued that wound have been prevented by good maintenance practice or
by Lessee performing all of ids obligations under Mia Lee". Except as otherwise agreed Or specified in Cor o g by Lassos Ma Preresses. as surrendered,
shall Include the Utility Installations. The obligation of Lessee shalt include the hopair of any damage occasioned by the installalmn, maintenance or
removal of Lessee's Trade fixtures, furnishings, egbperenl, and Alterations matter Utility Installaams.""it as IM removal of any storage lank installed
by or for Lessee, and the removal mplacemenb Or remedimen of "y soil, malarial or ground wafer Contaminated by Leas", all 8s may than be required
by Applicable Law another good service pactce. Lee.. Trade fixtures shalt remain are property of Losses end shall be removed by Lessee subject to its
oofgahon to repair and restore Me Premises per this Lease. -
8. Inarmand ; IndemMty:
t 81 Payment o Premium In ma eses,
(a) Lessee Shall pay to Leaaor any insurance coal increase("Inwmm Cost Inman") occuning during the term of this bases "Insurance Cost
Increase" is pleaded as any increase in the Scroll seat o Me insurance red useed under Paragraphs 8.2fb). 83(a) ark 8.3(b} ("Required buurencs•'), ova,
and above the Bou Premum, u hwefnaber useful calMlOd m an annul baa& "Inauronee CM Impresu' mail include, M Sol be hnded to, increases
resuhifg from Me nature of Lessees aaupency any act or omission of Less", requirements of Me holder d a Mortgage Or deed of bust Covering the
Premises, increased valualbo Of Me Premiums, and/or a premium rate Increase. M Me probes inset a dollar am0uM in Paragraph 19, Such amount shall in
considwed aw "Bou Premium:' In lisp M .. a tin Remises have been brsmusly oa;upki Me "Ben Pfemlum" anal be Me amu/ pemum epplrabe
to Me moat rep"t occousxy. If the Primness have "Cor been octupiatd, the "Bou Prsmlum'shall be Mw kwrel annual premium reasonably obtainable
for tin Required Insurance as of Me commencement o Me Original Term, sesummg Me most rpminl use pcsNN; of to Premises, In no award, however,
shalt Lessee be responsible for any portion of the pemlum coat ahributebfe M liability insurance coverage in excess o $1.000000 procured under
Paragraph 8.2(b) (Uatelity Insurance Carried By Lessoq.
(b) Lessee shall pay any such Insurance Cost Irxp",e to Lessor wghin Mal (30) days after receipt by Losses of a copy of Me premium statement
Or oMer reaacnable evidence of the amount due. M MB Insurance polfcfea mintmvlM inreunder cover oMer Ixaperty besides Me Premises, Lessor shall
else slithery Ib Lessee a statement of the amount d suer Insurance Caw Increase atbibutabla bey In Me Premises showing In reasonable detail fie
r manner in which such amount was eomprted. Premfwb Ivo pokey periods commanek, par c, or eatandifg beyond, Me term of MIs Leese shall be
prorated to coincide with tin cor Cos ir, Commencement or Expreiee of the Lee" been.
8.2 Liability Monarchical
(a) Celled by Cortese Lessn shad obtain and keep in force during the Ierrm of this Leese a Comnreral Offer/ Liability, policy of insurance
protecting Lessee and Lessor (n an adolllonl ma med) against claims for bodly, injury personal Injury and property damage bused upon. InwMng or
after, not o the Ownership, use, acceptor Or mminten "a of Me Premises and ell areas appointment thereto. Such insurance shat be pm an occurrence
boas providing Single limit coverage in an amount hot less Man $1,000,0W per pcwmence with an "AndMaul Insured-Managero or Lesson of PP�/ryey}�,9�/S/�a�s"
els! —
OR059 PAGE 3
OIL
Endorsement and contain the "Amendment of (lie Pollution Exclusion" for damage caused by heal, smoke Or odes [ham a inside lire The potty snail
nal contain any intra -insured excfuslons as between insured persons or aganieati0n9. but shell iMuee coverage lar liability assumed alias, this Lease
as an 'insured contract' for the_performance of Lassee's indemnity obligations under this Lease. Tha If" of said insurance awned by this Lease or
as carried by Lessee snail MI, howerer limit the liability OI Lessee nor relieve Lessee of any obligation hereunder All Insurance t0 be Carried by Lessee
shall as primary to and not contributory with any similar insurance carried by Lessor will insurance shall be conical excess insurance only.
(bl Carried By Lessor. In the event Lessor is the Insuring Party, Lessor shall also maintain liawlily insurance described In Paragraph 8.21.1, above.
in addition to. and MI In lieu or. the insurance required to be maintained by Lessee. Lessee shall net be named as an additional insured therein.
x 0.3 Property Insurance— Building. Improvements and Rental Value.
(a) Building and Improvements. The Insuring Party shall obtain and keep in force during Ina term at This Lease a policy or C.I.aas in We name
of Lessor, with loss payable to Lessor and to the holders of any mortgages, deeds o1 trust or ground leases an The Premises ("Landen(s)'), insuring loss
or damage 1¢ the Promises. The amount of such insurance Shall be Now to the full replacement cost of the Premises, as the same shall exist from time
to time, or the amount required by Lenders, but in no event more than the commercially reasonable and available insurable value thereof H, by reason
of the unique nature or age of Ne Impravemenle mveMed, such railer amount is less than It 11 replacement cost. Lessee Owned Alterations. and Utility
Installations snail be insured by Lessee under Paragraph 8 4. It de coverage is available and Commercially ap,OpMe, such policy or Calan, shall insure
against all take of direct physical joss or damage (except the perils of Hood andlor ewthgaake unless required by a Lender), including coverage far any
additional costs resulting Irom debris removal AM reasonable amounts of Coverage for The enforcement of any ordinance Wave regulating dna reconstruction
or replacement of any undamaged section of the Premises required to be demolished or removed by reason of the enforcement at any bolding, zoning,
safety or land use laws as the result OI a covered cause of loss, but not including plate glass insurance. Said policy or policies shall also contain an
agreed valuation provision in lieu of any coinsurance clause, waiver of subrogallon, and in11aom guard protection causing an increase in We annual
properly insurance coverage amount by a factor of not less Than the adjusted U.S. Department of Labor Consumer Price Index Ion All Urban Consumers for
me city nearest to where the Premises are located
(b) Rental Value. Lessor sMli, in addition, parent and keep Th force during me term of this Lease a policy or policies in the name al Lessor, with
loss payable 10 Lessor and Lebleds), insuring The loss of The full rental and other charges payable by Lasses to Lessor under this Lease for one (t) year
Including all real estate Taxes, insurance costs, and any scheduled rental increases] Said insurance shall provide mal in the Sword the Lease 5 terminated
by reason of an insured loss, the Cancer of indemnify for such coverage shalt be extended beyond the data of The completion of redehs or replacement
01 Ne Premises, to Pravda for one lull year s loss 01 ramal revenues from m0 date 01 any such loss Said inswance shall contain an agreed valuation provison
m lieu of any coinsurance clause, and me amount of coverage shall be adjusted annually To rellecl They projected rental income, properly taxes, insurance
premium costs and other expanses, it any, otherwise payable by Lessee, for me next Twelve (12) month period.
(c) Adjacent Premises. If the Premises are part of a larger building, or it me Premises aro part of a group of buildings owned by Lessor which
are adjacent to the Promises, the Lessee shall pay for any increase in the premiums for the property insurance of such building or puddings if said
increase is caused by Lessees ams, omissions, use or Occupancy of the Premises.
lot Tananl'. Improvements. Since Lessor Is the Insuring Party. The Lessor shall not be repaired to Insure Lessee Owned Alterations and Uuley
Installations unless the Item in question has become the property of Lessor under me terms Of this Lease.
r. a= Lessee s Property Insurance. Subject to the now,smems of Paragraph B.S, Lessee ails cost Chat ..Th., by separate O,ley er dr LassMr s Op0pn.
py endorsement to a policy already carried, maintain insurance coverage on all of Lessee's personal property, Lessee Owned Alley, Mrs and 0lhy
Installations In on, or about the Phil similar In to erage 10 Thai carried by me Insuring Party under Paragraph 8 3 Such meurancry snail be full
replacement COSI coverage with a deductible o1 not to exceed $1,000 per accordance.. The pmC.edS Irom any such inaarance Snail be used by Lessee for
the replacement Of per50nal properly Or Pe martoration 01 Lessee Owned Alterations and Utility Installations Lessee Shall be the Insdow ratty with respect
to me insurance required by this Paragraph 8.4 and shall provide Lassa with written evidence that such insurance is In force.
8S Insurance Policies. Insurance required hereunder shall be In companies duly licensed 10 transact business in the state &here. the Premises are
located. and maintaining during the Policy term a "General Poliryndders Rating' of at least 8+. V. Of such other rating as may be required by a Lender
raving a Ifen on the Premises, as set lorth in The most current issue of "Best's Insurance Guide:' Lessee shall not do Of permit to per done anything which
snail Invalioae the insurance policies intoned m in this Paragraph 8. Lessee shall cause to be delivered to Lessor twined Ccp,es L. or certificates
evidencing Ne existence and amounts at, the insuranceand with the additional insureds, required under Paragraph 8.2(a) and 8.4, Nc such policy wail
ail cancelable or subject W modification except alter Thirty (30) days prior written notice to Lessor, Lessee shall at least thirty 130) toys prior to the
expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders' evidencing renewal Ihereel, or Lessai rr,ay Order sucn
insurance and charge me coal thereof IS Lessee, which amount snail be peyade by Lessee to Lessor upon demand.
8.6 Waver W Subrogatlon. Without affecting any other rights or remedies Lessee and Lessor ("Waiving Party") each hereby release and relays the
pther and waive their entire light to roeoVer damages Inflamer in contact of in tort) aaained the Mine[ to, as, Of Or damage t¢ Ire \4mvPio Party 5 Properly
waing owl OI Or incident to Pe O.C. rewmal TO be insured against under Paragraph 8. The effect of such releases and waivers of tin right to recover
damages shall not be limited by the amount of Insurance Carried or required, or by any deductibles applicable thereto.
8J Indemnity. Except for Lessors negligence motor breach of express warranties, Lessee shall indemnify, Sonar, defend and need harmless the
Premises. Lessor and its agent., Lessor'a master or ground lessor, partners and Lenders, Irom and against any and all claims, joss of rents andior
damages, costs. Iter, judgments, penalties, permits, attorneys Sri consuatents fees, expanses andior Hadfitlas arising out of. Involving, or in dealing with.
4
In. Occupancy of the Premises by Lessee, May eohduct of Lessee's business, any act, omission or negiect of Lessee, Its agents, contactors, employees
or invests, am out of any Default or Breach by Lessee in Ina performance in a Hmaiy manner of any Obfigarm on Lessees part to be owerrmea under
this Lease. The loragoirg shoo induce. Out nm be limited e, the defense or pursuit OI any claim or any adlon or proceeding involved there o arm whether
r dol (in life case or claims made against Lessor) litigated Mot or reduced to judgment, and whmmr well Worri ed of Mt. In case any attic. or proceeding
be nought against lessor by reason of any W the foregoing matters, Lessee upon notice from Lessor shell defend the same al Lessee's expense by
uun
set reasonably sabsecmry to Lessor and Weeder shall cooperate with Lessee in such defense. Lessor need npI have firs: paid any sucn clam In
. antler Io be m inderMHim.
8.8 Exemption of Lessor from Liability. Lessor shall not bo liable for injury or damage to the person or goods, wafts merchandise or other property
of Lessee. Lessee's employees contractors. Invitees, customers, or any Other person in or about We Premises, whether sucn damage or injury is caused
or or results Irbm fire, steam, eladmiIA gas, wales Or rain, or from me breakage, leakage, obstruction Of Other palette of pipes, lice s,rinalers, wires,
appliances, dwnWrg. and eaMiiionirg a lighting fixtures Or Iran any Other cause, whether the said injury or damage results from conditions arising upon
the Premises or upon Omer porrona of the built of which the Premises are a part, or from other sources or places, and regardless of vorwhor the cause
of such damage or injury or the means of repairing the same is aaessinta a not Lassa shell MI be heals Ice any damages .,,AN Iran any ad or
neglect of any other latent Of Lessor Nohvithstanding Lessor's negligence or breOCA of this Lease, Lessor shal under he nrcumslances be liable for
injury m Unease business Or for any joss of income Or profit therefrom,
9. Demepe dr Destruction.
9 t Deflel lons.
is) -Premises, Partial Demaga shell mean damage Or destruction to the improvements M me Premises. Other Than Lessee Owned Alterations
and Utility Insrallabns, the repair cost of which damage or dosmade a is less man 50%01 the then Replacement Cost of the Premises Immediately prior
TO Such damage Of deatmcibn, excluding tram such calculation We value of the lam and, Lessee Owned Altarelgns and Unity Installations.
(G) "enmius Thal Destruction' shall mean damage on destruction at the Premises, other than Lessee Owned mteraeonce and Utility mwallatfons
he repair cost of which damage or destruclim is 50% Or more of that men Replacement Cost d the Premiers immedi.slaty Prior 10 such damage or
destruction, excluding from such cajoulatibn me value of We land and Lessee Owned Alleallws and Utility Installations. -
(c) "Insured Less' Mail mean damage or destructlan To imaovements on the Premises, other man Lessee Owned Alterations and May Insist.
lations, which was caused by an event required to be Canceled by the insurance described in Paragraph 8 3(a), irrespective of arty deductible amounts or
coverage fmcs involved.
(d) "Replacement Cost' shall mean the Cost o repair or mbu0d the improvements Owned by Lessor at the time of the occurrence to Meir condition
existing immediately prior thereto, excluding demolition, debris removal and upgrading rowAred by the operation Of applicable building codes, crdinances
Of laws, am wimrwl deduction for depreciation,
le) "Heaerdow Substance Condition" shall mean the occurrence or discovery of a condition involving me presence of. Or a contamination by.
a hazardous Substance as tlafned in Paragraph 6.2(a6 in, on, or under the Premises.
9.2 PwIlal Dameg.—Inswed Less. Its Premises Partial Damage mal is an Insured Loss occurs Pen Lessor shall, at lessors expense, repair such
damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Uhlly Installations) as soon as masonably possible and Its Lease shall
common in full lorce and Steel. Notwithstanding We foregoing. H the regulred insurance was Ml in force or the insurance pmceeds are hot sufficient to
effect such repair, IM Insuring Party shall promptly, cmeibuls We shosage in proceeds as and when required to complete sad repairs. In the event,
however, her, shortage io proceeds wall due to the W mat, by reason of mr unique nature of The improvements, lug replacement cost insurance Coverage
was not Commercially reasonable and a+allable, Lessor"it nwe M Obligation To pry fa the Shortage in insurance proceeds a to fully oesKhe the unique
aspects W me Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance IhmeOL within ten (10) days following rec0ipt
01 written noledt of such smrlage and rsq axdl mersfw. If Lessor receives said foods or adequela wAAmWce mector on. Said len (101 day period, the
party rasponsibtr Tor making me repairs shall complete main AS soon as reasonably passible and this Lease shall reman in MI force sod effect. If Lessor
does MI receive such funds Or assurance within said period, Lessor may nevertheless elect by written MIIOe to Lessee within ten O0) days thereafter
to make such restoration and repair as Is Commercially reasonable with Lessor paying any sharing N proceeds. In which case tole Lease shall remain In
TO lone and effect. H in such case Lessor does not M elect, men this Lease shall terminale sixty (60) days followMg the oaunence o1 the damage or
dealrucawh. Unless otherwise agreed Lessee shall in no avant have any right to heimbursemeal from Lessor tar any funs contributed by Lessee to
Initials
GROSS PAGE
a
any such damage or destruction Premises Partial Damage due to hoed Or earthquake shall be subject to Paragraph 93 rather than Paragraph 9 2,.
nutwlnfi anding that there may be some insurance coverage, but the net proceeds of any such Insurance shall be made available for the repairs if made
by athen Parry.
93 Partial Damage—Unfneured Loss. If a Premises Partial Damage that is not an Insured Loss occurs. unlesscaused by a negligent or willful act of
Lessee (in which event Lessee shall make the repairs at Lessees expense .10 this Lease shall Continue in full force Si affect but subject 1. Lessor's
rights under Paragraph 131, Lessor may at Lessor's option, either. (a) repair such damage as soon as reasonably possible at Lessors expense, in whim
evenl this Lease shall conlinue in lull force and effect, or f)0 give written ndice to Lessee within Maty (30) days after receipt by Lessor of knowledge of
the occurrence of such damage of Lessors Case 10 terminate this Lease as of the data sixty (60) days fallowing the giving of such notice. In the event
Lessor elects to give such notice of Lessor's intention to terminate this Lease. Lessee shall have the right within ten (10) days alter the receipt of such
notice Io give written notice to Lessor of Lessees commitment to pay Or the repair of such damage totally at Lessees expense and without reimbursement
from Lessor. Lessee shall provide Lessor with the required funds or satisfactory assurance thereof within thirty (30) days following Lessees said
commitment In such event this Lease shall conlinue in full force and elf". and Lessor shall proceed to make such repairs as soon as reasonably possible
and the required funds are available If Lessee does nor give such notice and provide the funds on assurance hereof within the times specified above.
this Lease shall terminate as of the date specified in Lessor's notice 01 termination.
9A Total Destruction. Notwithstanding any other provision hereof, it a Premises Total Destruction occurs (imluding any destruction required by any
authorized public authority). this Lease shall terminate sixty (60) days following the date Of such Premises Total Destruction, whether or not the damage
or destruction is an Insured Loss or was caused by a negligent or willWl act m Lessee. In the event, however, that the damage Or destruction was caused
by Lessee, Lessor shall have the right to roomer Lessors damages from Lessee except as released and waaved'At Paragraph 8.6.
9S Damage Near End of Term. If at any lime during the last six (6) months of the term of this Lease there is tlamage for which the cost to repair
exceeds One (t) months Base Rent, whether or not an Insured Loss, Lessor may, at Lessor s option, terminale this Lease eltective sixty (60)days Neowiag
the date of occurrence of such damage by gluing written lfice to Lessee of Lessor's election to do so within thirty (30) days after the date o1 occurrence
of such damage. Provided. however, if Lessee at that time has an exemfeede option to extend this Lease or to purchase the Premises, then Lessee
may preserve this Lease by, within twenty (20) days f011revmg the occurrence Or the damage, or before the expiration OI the time provided in such option
jot its exercise. whichever is earlier ("Eaerefa r lieffil (i) exercising such option and An providing Lessw with any shortage In insurance proceeds (or
adequate assurance thereof) needed to make the repairs. 11 Leasee duly examines such option during said Exercise Peld and provides Lessor with funds
(Or adequate assurance thereof) to cover any shortage in inoureme proceeds. Lessor shall, at Lessor's expense repair such damage as soon as reasonably
possible and the Lease shall continue in NII force and effect. If Lessee fails to exercise such option and provide such Nle or assurance during said
Exercise Period, then Lessor may of Lessors option terminate this Lease as of Me expiration of sad sixty (60) day period following the occurrence of
such damage by giving written notice to Lessee d Lessor's election W do so within ren (10) days after the expiration of the Exercise Period, notwithstanding
any term or provision in the grant of option to the contrary
9 6 Abatement of Rent; Lessee's Remedies,
(a) In the event of damage described in Paragraph 9.2 (Partial Damage—insured), whether or not Lessor or Lessee repairs or restores the
Premises, the Base Rent, Rea, Property Taxes, insurance premium; and other charges, if any payable by Lessee hereunder lot the period during which
such damage, IIS repair or the restoration continues (not to exceed the period for which rental value insurance is required under Paragraph 8 3(b)7, Shan
be abated in proportion to the degree to which Lessees use of the Premises is impaired. Except for abatement of Base Rent, Real Property Taxes:
insurance premiums, and other cnarges, if any, as aforesaid, all other ob,iganions at Lessee hereunder shall be performed by Lessee, and Lessee shall
have no claim against Lessor For any damage suffered by reason of any such repair or restoration.
"
Or If Lessor fi l to obligated W repair or restore Me Premises under the provisions Or his Paragraph 9 and shalt not commence, in a subslanhal
and meaningful way, the repur Or restoration at Me Premises within ninety (90) day$ atter Such Obfip doom Shalt accrue. Lessee may, at any time prior 1.
the Commencement of Such repair or restoration, give written notice W Lessor and tO any Lenders of which Lessee has actual notice W Lessees election
to terminale this Lease on a dale not 1088 than aixty (60) days Iof chnno the g'ining, of such notal H Lessee gives such notice to Lessor and such Lenders
and such repair or restoration is nor commenced within thirty 130) day. after receipt of such Mlica, Mia Lease Shall carminate as of the dale .1se;f ed In
said notice. it Lessor of a Lender commences the repair 01 restoration of the Premises within thirty (30) days alter receipt el such notice, this Lease shall
continua in lull force and efecl. "Commence' as used in Arms Paragraph shall mean either the unconditional authorization of the preparation of the
required plans, o1 the beginning m the al work on Me Premises, whkhaver first occurs.
9.7 Hazardous Substance Condition& If a Hazardous Substance Corri occme, crime Lessee as )tri responsible therefor (in which case
Lessee shall make the investigation and remaoiabon thereof required by Applicable Law and Mrs Lease shall continue In NII force and effect, but subfeot
to Lessors rights under Paragraph 13), Lessor may at Lee.. Whom eiher (a) investigate And remediate such Hazardous Substance Conlon. , it me v. e0,
as soon as reasonably possible at Lessor's expense, in which event Mie Leese shall continua in NIj lone and Chad, or (aa) if the estimated cost to investigate
and mmediate such condfion exceeds twelve (12) times the than mgnhy Base Rent or S1 Oft whichever o greater. give written notice to Lessee within
thirty (30) days after receipt by Lessor of knowledge M the occurrence of such Hazardous Substance Condition of Lessor4 desire to terminate And Lease
as of me date sixty (60) days following the giving d such mtke. In the event Lessor ejects to give such notice of Lessor's intention to terminate this Lease.
Lessee shall have the right within len (10) days alter the receipt of such coke W give written notice to Lessor of Lessees Commilment to pay for the
Investigation and remediation d such Hazardous Substance Cond11Wn totally at Lessees expense and without reimbursement from Lessor except to the
extent of an amount equal Is twelve (12) times Me Men monthly Baso Rent or $100,000, whomever a greater. Lessee shall provide Lessor with the Winds
required or Lessee Or satisfactory assurance thereof will Mirty (30) days following Lessees Said commitment. In such evenl MTs Lassa shall Continue
in lull force and effect, and Lessor shall pmtaed W make such investigation and remediation as soon as reasonably possible and the requfred Nnds are
x available If Lessee does not give such notke and provide the required Nnds or tearoom. thereof within the limes Specified above, this Lease shall
terminate as of Me date 9peeifad in LSeaors ncfce of termination, If a Hazardous Substance Condition bccurs for which Lessee is not egaliy responsible.
mare shall be abatement of Lesaeea obligations under this Lease to the same extent as provided in Paragraph 9.61 for a period of not to exceed well (121
months.
9.8 Termination—Advenes Peym . Upon termination of has Leasepursuam W this Paragraph 9. an equitable adjustment shall be made concerning
advance Base Rent and and other advance paymenh made by Lessee to Lessor Lessor shall, in addioen, return to Lessee ad much of Lessees Security
Deposit as has ret been, or is hot Man required tib be, used by Lessor under the terms Or this Loam
9.9 Weiw SmIubs. Lessor and Lessee agree Mat Me terms d this Leese shall govam the algid of any damage to or destruction d the Premises
with reseed 10 Me armiltion of tris Lear and hereby waive he provelons of any present or Mune spathe W the axiom Inconsistent herewith..
10. Rea( Property Taxan.
10.1 (a) Payment oiliness. Lessor shelf pay" Real Property Taxes, ae Oefirgd In Paragraph 10.2. apoikade to the Premises; Wovided, however, lint
L..... of pay, in addition W rent, the amf if any by ",on Real Property Taxes applkdbs, to the Premium increase over the fiscal tax year during
which the Commememem Dale dooms (`Tax Irromm ). Subject to Paragraph 10.1 of Payment of any such Tax inwe9 Shall be made by Lessee within
Ihiny Till days alter tecep101 L S.w's aselti n statement setting forth Me amount due and Me Computation thereof. Lessee shall promptly furnish Lessor
with satisfactory evidence that such lease have been pard. d any such razes b be pad by Le..ee snail cover any perktd d ante per to or alter Me expansion
or earner termination of Me term Gamed. Lessees share of such taxes shall be excu iy prorated to Op en ony the period of lime within the tax fiscal year
this Lease is in effect, and Lessor shall rercnburse Lessee lot any overpayment after such, radiation.
(b) Advanta segment In order W insure payment when due and before delapuemy d any or as Real Property Taxes. Lessor reserves the ngnl,
at Lessw'S of len to eshmate IN Current Real Property Taxes applkabie b Me Premise; and W require such current year's Tax Increase to be paid in
advance W Lessor by Lasses, edhec (g in a lump sum amount equal to the amount due, at frost rant (20) days Poor Io Me applicable delinquency dale,
or (ii) monMty in advance won Me payment at Me Base Rent. If Lessor am= W require payment and rhy in advance, to hadal payment shall he that
equal monthly amount winch, over the number of months remaining before Me month in which the applrcade tax installment woud become delinquent
(and wittqut interest thereon), would provide a fund targe arough to fully discharge before dekrguemy AN estimated Tax Increase to be pad. When the
actual amount of the applicable Tax Increase u known, Me amount of such equal monthly advance payment shag be adjusted as required to provide the
Nnd needed to pay Me applicable Tax Immense before delinquency. d Me amounts pact W Lessor by Lessee under me provisions of I Paragraph are
insu fcient W discharge the obligations of Leasee IB pay such Tax Increase as to same becomes due, Lessee shall pay to Lesav, upon Lessors demand.
such ldfbnat sums as ata necessary to pay srich ogpahOn. All moneys pad M Lessor under this Paragraph may be Intermingled with other honeys or
Lessor and shall not bear m anni In Me event of a Breach by Lessee in IN performance m the obligations Of Lessee under this Leese, than any balance
of Nnds paid W Lessor under the provisions of INS Paragraph may, subject to proration as Provdad M Paragraph 10.1ral at to option of Lessor, be
Vested as an additional Securily DSpoall undar Peregrepn S
C) Additional Improvements. NOMiMstaro irg Paragraph 10.1(e) hereof. Lessee snail pay to Lessor upon demand therefor the entirety f)1 any
doream in Real Property Taxes mastaked by reason or Aferations or USdy Insfajktuna placed upon are Premises by Lessee or at Lessees request.
10.2 UefWMon d "Reel Property Trina" As used herein, trg Wim"Rwl Properly Texas' eheA kldutla anybrtn d real estate lax w assessment, general,
speda. kMary or extraordinary, and any Ike fee, Commercial rental tax, improvement tool or bonds, evy or tax (other Man i rt entente, personal
income or estate taxes) imposed upon the Remises by any autho ity having Me direct pr Iljred power 10 tax. Including any City, Stare or federal
government, or any.o d, aglultunal, mmj Rre, sheet, dromi or oMef Imormemmt dlahkt Ihered, keyed egainn any eget or equations interest
of Lessor in the Premises or in the real properly of whkh The Premises are a part. Leeann% fight to rent or other imams therefrom, and/or Lessor's
bu&lea of fall the Premises The term "Real property fins" small Seo inducts end tax, fee, bry, al aeeemenl or eGarge, w any ordinates Iranian,
imposed by reason of events occurring, or changes in applicabe jaw rabvg affect, during the term of this Lease. intlWirg but hot limited to a change
in the Ownership of the Remises or in the impow Ms Mneon, the execution of his Lease, or any nodificaom, amendment or transfer thereof, a
whether or It contemplated by Me Parties
Initials
GROSS
4
PAGE 5
10 .3 Joint Assessment If insRemises are not seatelass
pary essed, Lessees habllhy sail be an equitable Vacation of the Real Properly Taxes for
all of the lend ere, Impr ch verform included within the lax Palo of
assessed, such propoNcn f,0 Da determined by LOS.' from Ne re6pechve valuationsvaluationsassigned In the M lmphfs wall,Shoats err Suother Information as may b,,reapcbly available. Lessor's reasonable determination thereof, in good
moa
faith, Shall a cnclua int
10A Parsonel Property Texo. Lessee shall pay prior to delinquency y ell taws assessed eganst and levied upon Leasee Owned Alraationa Utility
�- Ihawlatbns, Trade Fola.s, furmshingS, equipment and all pre0nel Properly of Losses Rome din Ne Premises or el•Awnera. When popses;Ye'Les �a
shall cause Its Trade Flwuree I... Shing., equipment arM .110 far personal properly a be assessed and billed separalety from Ne real pro
II any of Lessee's said personal property shall be emaimetl with Lessor's reel Property, Lessee shall pay Lessor ela as prow tled attributable I Leslie, withi
t0n to,
It0) days alter recalMOI a written slatte ra sato, farm rhe taxes applicable a Lesseeroperat Lessor le
's affinity a, PrI
11. Utilities. Lessee s hall pay lar all water, gas.halt, light. paver, telephone trash disposal and other ulllihes and serwcee supplied a the Premises, together
with any loxes MnreOn. If any Such Services are not aepartiti metered 1. Lessee, Leasee shall pay a reasonable pmporbon, to be hatowmmad by Lnsoc
of all charges family melena with other pramuas,
12. Assignment and Subletthg.
12.1 Lessor's Consent Rsquied.
s any pat of Lesseeas
's Interest In this Lee or in the Premises intent Lespr pror writtn consent given under and subject m M
sublet ali-�-tins o
Paragraph 36.
(t m p
A change the htal of Leaps Shall Remlliele an assignment requiring Lessor's declare. The transfer, n a cumula3 ass. of twenty-five
percent 125%) Jr more of no voting control of Lessee shall consdrum a change In cornre for his W rpose. sale uistiof. 4nancag, refinancing.
(c) The involvamnl of Lasses Of its assets in any eansacusn, or serves of transactions (by way al merger,Of
Irani weraged buy Ler Or al rrawnhe), whether apt a 101mal alignment on hypothecatiO Of Ihi9 Lease Or e6'a azsets occurs. whaf rSuchs et
will nasal in a reductio of the Net Worth of Lessee, as hereinafter defined, by an amount equal to or grew are twenly�iwe percent 125'x) of such Net
Worm of Lessee as t was represented to Lessor at Me time at me execution by Lessor of Nis Lease or a time pl the most recem assgnment to which
Not Worth
Lessor has con.Med, or al it exists Immediai the, to as oa„i8aL0eSe byion or Lessee10 wansactions pnsti e6pr may reasonably Such reduction, awtlMJa it. com, rl t whichever time la'Net Worth
M Lesa66 was or is 9rewer, shall be cbpidered en assignmentareolas) established antler, nenerally accepted accounting
of I.esHi' for purposes pl this Leese Shall be the her warn Of Lasses (excluding goals
principles consistently Albania_
(d) An aesignmerm or aub16111rg of Lessees ineRst ie this Le6s 1 Lateral apear110 prior written Consent Shall, at Local s option, be a
1. Delaull Curable atter rahce per Paragraph TV (c), Jr a no don
Lesson shall -haw the night aIt ye hie, (i eand 9minataelhis Lease a (i) Upon thirty
such unconseotad baso hmenr on bubWrong as a acheUraDat
l each, percent If 10%) at
Ren anon nnrsitfact, wlricI- ar'IBrS NotirePerging increase the made, of Na nEme Ren larir markepur areatal value, if disputed bewn, wout or an. yLos...lLmsea scall pay the namount
set tenth in Lessor's Notice, wind any averts Credited against me next mstallmenge) Of Base Rent coming due, no any unoerpayrnem for Me
r pehotl rerroacliv0ly !p Ne effective date a the
purchases prmene ice a of any optiodo. and n to purchase
ithe Promises ately upon rheld by Lessee shall be subject l0 she determination thereof, Former. In the ir lar
_ such Beach end market value ad'
ant. (i)
adlustment to the men tae m value (wiMON the Lease beirg considered we encumbrance or any 110%)of mr rice p a!lon or fab tied, which alb
p,olderirg the Premises a highest and best use andira good Coniltual or me hundred ten pemenr 1110^rot of less price previously in etlacl, whichever
Is gr0eler, (ii1 any x orienled rental err price 0tlluammenl formulas Contained in this Lasso shall be adjusted to rewire met the base index be
determined Sir at(, m the uMex applicable o the dale of such adlusbneM, and (till any fixed rental adlustl mm Scheduled
r todurthe
the reminder
.if ma La Orm shall be increased in the same ratb as he new mat at rental beazs 10 Ne a.. Rent in ellAtl immadiare Ora 1h0 malket value
12.2 Terms and Candltlps Applicable W A"19- rant smd Subletting- _
(a) Regardless of Lassos consent. any assignment a subletgna shall ACA (I)te tlecta hereunder,
ereuttha exaesstar the esaumptioiof Lesseefor
or sublessee o the obligations a Lessee under Mia Lease. (ii) release Lessee of nyenpegol ens oder obi gwiorts)101 betperlarmed by Lessee uncle etas
the payment w Base Ran, and omen sums do. Lespr hereunder a far Me Pero Y
Lea".
(b} Caesar may accept any rem Or pa,ormnc-re Cat Open aslpxmen Isom any peen Deer Men Lessee pending nce she, a disl.wh, 0 of n
assignment. Neither a delay o .. apaovx a rel for m of STKt assignment nor he epepape of any rent a na is or c m shalt pnhis 1- a newer
or Saipan Of LBa6a9 right a exer(.t% i18 rertediea la Na D019uR Or Breach by LBape Of any 01 ma (elms. covenants Or Cantliliona Of this LBase.
(M The consent of Lasso W any STs i Ment Or lagai shall trot dM aglul. a consent to any subsequent assignment or subletting by Lessee
a59gM10rd a Sub ahirg by me, Sublease-. However, Lassa may console to SVbsequent sublellings and a55gm
nems
or f,0 any subsequent Or 9upeative
of the Sublease or any anentlnrOMs o hadifiamone MariettawiNOt ratifying Leasee or enyvne alae liable on Mor
B Lease a sublease b without obtaining
i Meir consent and Sunil -cep -hell rot Shave sueh persons ham liability under this Loam or Sublease.
(tl) In in. awn, ion Of Breach
of MB Lesee. any Guarantor$
spb oblgations unicho nnds, his Me Lame.amcf.dirg he ..Mae... wor may Proceed direcity ithout faami ct exhausting Lessee's
or Any one else respanda as pe
emodins against any fame person or entity responsible Iherwa to Lessor, a Any security hind by lasso or Less -e.
(a) Each request of talent o an assignment or subliming shall be in writing, adds npeniad by iniormaton relevant Ip.lesprs termination as
to the sed
anavred Mad
irneparedarpaiacemion ollhe P mga06. hlY dnanyPttowil allowes of me pw
together win a nn-refuneate a dapper olSl.upp0sor ten percent incluing but erenot
Ina ca�am monthly Base
Rent, whichever is greater, as reasonable comedeembn lar Lesprs considering and Drpessng Ifo request lar consent Lessee. agrees Ip provke Lessor
with such other or edditonal informalon nd,or aocuentempn as may, be reasnately requested by Lessor
(f) Any essgnea lel, a subes-are under, his Lease shall, by masa o Scooping such assignment er entering into such sualease, be deemed.
or the Shoe al Lessor, o haw assumed and agreed o pnlam and comply whf each rad enemy term, covenant, condition and obligation Sem to
be observed or pertained by Lomas during Me term of sad assignment or sublease, ober Inn such obligation. as are cocoary la Or inconsistent
win provisions of an assgmm�n a pbleas- o which Lessor has pa,la.hy amounted in writing.
The (g) TIsanence o A eansacgcn described in Paegeph 12, 1(c) Shah give Lessor the NM (but hat the owigalon) lJ regore he the Searil}
Depose t Increased To of amount equx to Six (S) times the Men monthly Base Rent and Leann may mere Me actual receipt by Lessor of the amour
repaired o eateblise ptlt Seconty Deposit a condition to Lespr'S consent to such Transaction. ro Nat Ns amount end atlltlmeM slruclure 01 the rens
(M Lassa, as a cadeper to giving its consent to any assignment or subleflrg, may require
payable under his Lease a adjusted 10 what is then the market value aldfo adjustment Situations la property Thumbir to the Premises as Then constitWep
12.3 Additional Terms and Cc ndlDons Applicable to Sublatting. The lalowing Terms and candidate shit apply 10 any subletting by Lomas 0 all a
any part a Me Premisal and shall be deemed included in all UbIw.S order This Lease what or res: expressly Inprpdraled teretes:
(a) Lassie her00y assgne and transfers to Leapt atl of Lassie's interest in all renals and income wising from any sublease of all or a astir
incid
d income and
... toward Lessees
ations i,
of ma Premises bn� olora- Or
nlil aB by
(ea defined in Paegraph 131) shall rent
pcur�n ger perormnceyof Lessees od gal ons under no L.as.
Inds Lease; pr teaser
Lessee ley, excpl as otherwise provided In hie Lease, receive, coital and enjoy Me rents aaruirg under such sublease. be de. Lessor snail not, by
of this or any what assignment of such wbleasa o Lame, nor
ray of Lesseeso f Me 011e a nob Muhl -mese under p0W subl 86i. le aed lae hereby Ineiable to the vpably
collection of Me
or any failure of Leases to perform and canpty wi'a from Lessor feeling at atourist the performance of
authorizes and directs any such subtle Leader up a reins on race and o r of a wrten rdcharges due and became due undermto cables. Sublease. mal 'ON uppneny
obligatbm under this Lease, to pay
such statement and request from Caesar And eaxl pay such mins and atlar charges to Lessor without any obligation or riga[ to Ifquire az to whether
Such Breach exists relSinheading any notice from a Gam from Lessee to mo contrary. Lesen s
ts anhall have he right or claim against sok Tableware
or. until to Breach has been arab. against Lespr. or any such rents and Other charges p paid by said sublessee to Lessor
(b) In Me event o a Breach by Lessee in ee parlorman. of its obligations under this Lease, Leese, at its pan and without any obligation IC
Up s0, may require any wbleswa to a'a' expirationa OhpCh subleashich event esor rnda�uMpearmlavkre Ae�gryill not be ns of liable for any prepaid rents oraeet fro'
sat
the time d MB exercise .l said option
deposit paid by such sublessee To such so"., or for any doer prior Defaults or Breaches of such sublessor under Such sublease.
(c) Any matter Or Ming requiring Me consul of Me sublessor under a auaeasrt shah also require the consent of Lessor herein.
(d) No sublation Maxi turner assign or sublet all or any Marl of The promiise. wiful Lease, 'alp nr ahhe. the •lento cure the Default o Lessee
S) Lewrpshall "aver a copy of Any natio. Of Default or &axe by Lessee to Me sublessee, wi
within the grace Mand. If sh, specified in such There. The sublessee Mail have a Tight at reimbursement are, offset from and against Lesser ITS an
such Dollars arab by no eubaesea.
11. Default; Breach; Remedies.
13d Dohai Breach. Lessor and I.ess-e agree that it an attorney' is de sulted by Lessor in connection wind a Lessee Default err Breach(we hrreina e
dellnadL 1350.1%1 is a reasonable minimum sum pa such bccuff9me for legx services and coats in the prepaatn end service at a ht
police of f ul
not a
PAGE B
or _ ..
=� Ind that Lessor may include the Coal of such services and costs In said pined as rem due and payable to cure said Default. A "Default" is defined as
a failure by the Lessee IO Observe. Comply with Or pBrtorm any of the terms, covenants, condiliens Or rules applicable t0 Lessee under this Lease. A "BIBaCh-
is defined as the occurrence of anyone or more of the following Defaults, and. where a grade period for cure alter Police Is specified herein, the failure
by Lessee to cure Such D.Sot prior to the expiration of the applicable grade period, shall entitle Lessor to pursue Me remedies set forth in Paragraphs
13 2 andlor 13 3'.
jai The vacahhg of the Premises without the Intention to reoccupy same, er the abandonment of the Premises,
of Except as expressly otherwise provided in this Lease, the failure by Lessee b make any payment of Base Roll or any other monetary payment
rernared to be made by Lessee hereunder, whether to Lessor or to a third party, as and when due, the failure by Lessee b provide Lessor with reasonable
evidence of insurance or surely bond required under Mus Lease. or the failure of Lessee to fulfill any obligation under this Lease which endangers or
threatens life or properly, where such failure Continues lot a period of Muse (3) days fotloidup written noted thereof by or on behalf of Lessor to Lessee.
Irl Except as expressly otherwise provided in this Lease, the failure by Lessee to provide Lessor with reasonable written evidence lin duly
executed original formif applicable) of (i) compliance with applicable law per Paragraph 6.3. (if) the Inspection, maintenance and service contracts
required under Paragraph 7.1(bl. (iiq the recussien of an unauthorized assignment or subletting per Paragraph 12.1 ol. (rv) a Tenancy Statement per
Paragraphs 16 Cr.37 (v) the subordination or non-subordination of this Lease per Paragraph 30, Ivo the guaranty of the performance df Lessees
obligations uncec this Lease II required under Paragraphs 1 11 and 37. (vii) the execution of any document requested under Paragraph 42 (easements),
or talo any Omer documentaluch or off. m oson which Lessor may reasonably mature of Lessee under the terms of this Lease, where any such IaiMe
conlinues for a period Of ten (10) days fallowing written notice by or on behalf of Lessor to Lessee
(d) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted urClel Paragraph 40 hereof
that are to oe observed, complied with or performed by Lessee, other than these described in subparagraphs (a), Ib) or (q, above, where such Default
Continues far a period of thirty (30) days alter written roles, thereof by Or on behalf Of Lessor b Lessee; Provided, however, Mal if the nature m Lessees
Default is such that more than thirty (30) days are reasonably required for its cure, Men a shall not be deemed to be a Breach of this Lease by Lessee
it Lessee commences such Cure within said thirty 130) day period and thereafter diligently prosecutes such cure to completion.
(a) The occurrence of any of the following event,. (I) The making by lessee m any general arrangement or assignment for the benefit of Creditors.
.(ii) Lessees becoming a "deblw' as defined In 11 U.S.C. §101 or any successor statute thereto (unle". in the Case of a petition flied against Lessee, the
same is dismissed within daily (60) days): (dh) the appointment of a trustee of receiver to take possession of subssnllalfy an of Lessees assets located at
the Premises or of Lessee's interest in this Lease, where Possession rf not restored to Lessee within thirty (30) days; or hv) Me attachment, execution or
Other judicial Seizure of subelanlially all Of Lessees assets located at the Premises or Of Lessees interest in this Less., where such Masoure IS hot
discharged within thirty (30) days'. provided, however in the event that any provision of this subparagraph (e) is contrary to any applicable lawsuch
provision shall be of no force or affect and not affect the validity of the mormang powaioaz.
(f) The discovery by Lessor that any financial Statement given to Lessor by Lessee or any Guaramorof Lessees obligations hereun fc., was
materially false:
(g) II the performance of Lessee's Coal under this Least 1a guaranteed: (a) the death of a guarentch (Id the lermnalion of a guarantors
fatally with respect to Ims Lease other than In adeordance with the terms of such guaranty, (iii) a guarantors becoming insolvent or the subject of a
bankruptcy filing, (rvl a guaranfar's refusal to honor the guaranty, or (v) a guarantor's breach of its guaranty Obligation on an anticipatory breach basis.
and Lessees lalure, within sixty (60) days following written notice by or On behalf of Lessor to Leasee Of any such event. to provide Lesser with written
alternative assurance or security, which, when coupled with the then existing resources of Lessee, equals an exceeds the combined financial resources
of Lessee and the guarantors that existed at Me drzee of execution of this Lease.
v 13.2 Remedies, If Lessee faits to perform any affirmative duty 0foolgation of Lessee under has Leads. within ten (10) dayaefsrwritlaP noises to Lessee
(or in case of an e.mergenq. without nbtbdl, Lessor may at its option (but without obligation to do oro), Perform such duty or dbligatbn on Lessees behalf,
Including but not limited to the obtaining 01 reasonably required bonds, insurance policies. or governmental licenses, permits or approvals. The costs and
_ . expenses OI any such performance by Lessor shall be due and payable by Lessee to Lessor upon inward mereldr. If any check given to Lessor by Lessee
Shall not be honored by the bank upon which it is drawn, Lasses, al its option, may require all future payments to be made under this Lease by Lessee
to be made only by cashiers check. In the event of a Breach of this Lease by Lessee, as defined in Paragraph 13 1. with or without further Police or
r. demand. and without Ilmalimg Lessor In the exercise of any right or remedy which Lesser may have by reason at such Breach, Lesser may:
- la) Terminate Lessees right to possession of the Premises by any lawful means, in witch case this Lease and the term hereof shall terminate and
.Lessee shall Immediately surrender possession of the Premises b Lesser In such event Lessor shell be ell to recover from Lessee: to the worth at
the time of the award of the untold rant which had been earned at the time Of terminabpn; (ii) the worth at the time of awed of the amount by which the
unpaid rant 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 at at the time of award of the amount by which Me unpaid rent for the balance OI Me term after the time
OI award exceeds the amount of such rental sae that the Lomas proved Could be masOnaby amended,M fly) only Other amount necessary t0 Compensate
Lessor fou all the deMment proximately caused by the Lessees failure b perform its obllgaboes under has Lease or which in the ordinary course of things
would be likely b result therefrom, including but trot limited to the cost of recovering possession of this Premisma expenses m relelling, including necessary
renovation and alteration of the Premises, reasonable attorneys lead, and Mat portion o Me arming commission pad by Lessor applicable to the unexpired
term of this Lease.. The worth at the time of award of Me amount referred to s provision (ab) of rhe prior sentence shelf be COmpsu al by dlsoounting such
amount at the discount rate of the Federal Reserve Bank of San Francisco at Me lime Of award plus one present (t%). Efforts by Lessor W mitigate damages
Caused by Lessee's Default or Breach of Mrs Lease shall not waive Lessor's right to recover damages under hip Paragraph, It termination of Ma Lease
is obtained through the proikenchal remedy of unlawful deform, Leader Shall have the right to recover in such poceeding Me shed .of and damages as
are recoverable therein, w Lessor may reserve therein the right to recover all Or any part thereof in a separate suit for Such rail anWof damages. II a notice
f and grace period required under Subparagraphs 13.1(0), (c) at M was not previously given, a police to pay rent or quit. or to perform or quit, as the case
may be, given to Lessee under any Moore authorizing the forfeiture of leases for unfa cul detainer shall also Constitute the applicable Pelee Ip grace
period purposes wpurte0 by subparagraphs 13, 1(b). (c) or ul In such case, the applicable grace period under subparagraphs 13.1 (b), (c) or (d) and under
the unleMul desire, statute shall inn condurtmnlfy after the one such statutory rouse, and the failure of Lessee b cure the Defauh within the grealer of
' the two such grace periods shall Constitute both an unlawful dmlainor and a Breach of this Lease minting Lessor to Me remedies provided far In this Lease
and/or by said statute.
(b) Continue the Lease and Lessees nght to possession in effect (in California under CaMernia Civil Code Section 1951.4) after Lessee's Breach
and abandonment and recover Me rent as it becomes due, povlded Lessee has the right to surest of assign, Subject Only 10 reasonable limitations. See
Paragraphs 12 and 36 for Me limitations on assignment and sidelong which pmdalion5 Lessee and Lessor agree are Comparable. Acs of meamanance
or predervabon, efforts m relet the Premises, or Me appointment W a receiver to proledt Me Lessors interest under the Lease, shall owl constitute a
termination of the Lessee's right to possession.
(C) Pursue any other remedy now or hereafter available b Lessor under the sous or judicial decisions of the state wherein the Premises are
located.
(d) The expiration Or termination OI this Lease andnor the termination Of Lessee§ right to possession shah not relre a Lessee from Iaachnny under
any Indemnity provisions of this Lease as to matters occurring er adeno during the term hereof Or by reason of Lessees aboarmnoy of Me Premises,
13.3 Ind reement Reeaptum in Bvam Of Breach. Any agreement by Leader for bee Or abated rent or Other charges applit b the Premises, or for
ore gm ng or paying by Lessor to Or for Lessee of and cash or other bonus, inducement or Co maeretabn for Lessees entering Into Mis Lease, all of which
concessions are hereinafter referred b as"Irducer nd Proalalens,^ shall be deemed condichned upon Lessees NM end Without Performance of all of the
terms, convenience and conditions Of this Leade b to performed or observed by Lessee during the form hared as the same may be extended. Upon Me
Occurrence of a Breach of this Lease by Leased, as defined in Paragraph 13.1, any such inducement Frwisen Shall automatically be deemed deleted from
Mrs Lease and of no further force or effort, and any rent. other charge, bonus, inducement or Condderstl as M o" abated, given or Paid by Lesser
under such an Inducement Prwisfon shall be immediately due and payable by Leeeee b Lasso, and mcavede by Lessor as additional rant due under
this Lease, notwithstanding any subsequent are of sand Breech by Leaders. The acceptimem by Lessor M hand or tlts are at Mas gnash which initiated
be operation of [his Paragraph shall nm be deemed a waiver by Lessor of the provisions pt. this Paragraph unless spatial W elated in wrilung by
Lesser at Me time of such acceptance:
13A Late Charges. Leasee hereby acknowledges that late payment by Lessee b Lessor d rent and other sums due hereunder will Cause Lessor W
incur costs not contemplated by Mas Lease, the Meet amount of which will be extremely difficult to ascertain. Such Costs r du0e, but are Pot limited lo,
pmceasng and accounbng charges, and late Charges which may be Imposed upon Lesser by Me terms m any ground team, mortgage Or (rust deed
Covering the Premises. Accordingly, if any installment of rent or any other sum due hon Lomas shad not be received by Leader or Lessors designee
within five (5) days after such amount shop be due, Men, without any requirement fail notice W Lessee, Lessee shelf pay b Lessor a late charge equal 10
Six percent t.6%) of such ovedue amount. The parties hereby agree that such std charge repesente a fair and resseeabs estimate or Me costs Lessor
win Incur by reason of late payment by Lessee. Acceptance of such les charge by Loeser Shelf M ro event Cons6lute a waiver Of Lessees Default or-
Breach with respect t.0 such overdue amount, nor prevent Lessor Som exencisng any or May Other ngnts and remetlss granted hereunder. In the event
that a tate charge is payable thereunder w aMM or net collect d, for Wee (3) consecutive inasllmenta of Baas Rent, Men nawdhMan erg Paragraph 4.1
or any other provision of this Lease to the Contrary. Saxe Rent shall, at Lessors option, become due and payable quarterly in advance.
13.5 Breech by Lessor. Lessor shall MI to, deemed in breach of this Lease unless Lasses fails within a reasonable time b Perform an obligation
required to be performed by Lessor. For purposes of this Paragraph 115, a reasonable Ilme shad in po of be We, than Midi, (30) days cher recdp
by Lessor, and by the holders OI any ground laza, mprgage or deed of trust covens g Me Prahrh az whore mime and address shall Kaye Doren furnished
Lessee In writing for such purpose, of written notice specifying wherein such obl'gaboe Of Leader had rat been performed; proybed, powever, that if the
nature OI Lessor's obligation is such that mare Iran thirty (30) days after such aotioe are reasonably required ler its performance, then Lessor shall not
be In breach of this Lease it performance is commenced within such thirty (30) day period and thereafter diligently punted b comp eWn. Zt
Initials
GROSS PAGE
tor. COnlderrrMtae,. If Mar Premises or dry Carbon thereof are Taken under the power of eminent Boman or sold under me threat of the exercise of said
,owe! (all of which are hedin dam "C011dMIMl x11'). thin Low shall Iermmate as W me pall 50 taken as OI Me date the concerning authority takes
title be possessoon, whWhever finacccul it more Ivan len percent (10x) W Mg floor area of Me Premises, or more than twenty five percent 125%) OI Cho
land area hot occupied by any bWlding, is taken by ome amr-mon, Lessee may, at Lessees option. to be exercised in wiling within ten -, 10) days alter
Lessor shall have given Lessee written notice of such noting for in nno absence Of sun hands, within ran (10) days after me condemning authority shall
V \ have taken p0ases5iOn) terminate this Law as Of the data the condemning authority takes such possession. It Lessee does not lermmale this Lease to
accordance wife de breguirg, this tower shall remain in lull Gorda and effect as to Me portion of Me Premises nmanmg, except that the Base Rent shall
be reduced in Me same prop ntidn as Me rentable fear area of the Premises taken bears to the WW Cannabis floor area of the budding located on the
Premises. No reduction of Base Rent Shell occur it the only porton of the Premises taken is land on which Mere is no building. Any aware for the nak.ng
of all or any part of Me Premises under the power of eminent domain Or any payment made under threat M the exercise of such power shah oe the property
of Los.,,, whether such award net be made as compensation for diminution in value of Me leasehold Or f0! the taking 01 the lea, or as severance
damages; provned. however, that tuu dil shall be antilled W any compensation Separately awarded to Lessee for Lessee's relocation expenses and/or
loss of L...a's Trade Fixtures. In the eves that this Lease is not terminated by reason of such condemnation, Lessor shalt to the extent of its net severance
damages racavaq aver" above the legal and other expenses ircuned by Lessor in the :ondarmal on macer, repair any damage to the Premises
caused by suchc mnallon, except W Me extent that Lessee has been reimbursed Menfd by the contlernning numbinty Lessee shall be responsible.
for the payment of any amount In excess of such net severance damages required W complete such repair
15. Broker Fes.
15. 1 The Brokers named in Paragraph 1.10 are the procuring causes of this Lease. —%xi ScP¢XpT /a�,Cu q.+.v�T
in =riling. a fee to sat Over in a saparale written agreement between Lessor and said Brokers (or in le e+em there is ed separate =rine foramen
between Lessor ani said Bonkers, fjha sum of S l Wr brokerage sarvk:es rendered by said Brokers to Lessor is transaction,
15.3 Unless Lesser and Brokers have Otherwise agreed In writing, Lessor further agrees haa�1fail'i-essforefien-,re iy Oquon ;a3 de!InetlParagraph 39.1) or any Option subsequently granted which is substantially similar no inn Option gessee ieaseor tDI Lesee acquiresany rghts la the Premises or other premises described to this Lease w m are substantially simwhat L e woold have acgrbed had an Option
m granted W Lessee been exercised, or (c) t Lessee remains in possession of the Pre consent of Lssor ane, me dt,,nffon of the
term of this Lease after having failed to exercise an Option, or (d) if said Brokers are the procunee of any other lease cr sale entered inlC between
rite Parties perlainingWlM Premises anchor any adjacent props/It, in whim Lessor has
ion" wL or (S) if Bebe Rent i4lnCreaseG wneteer ny agreement
r operation of an secaudde clause herein;.lhen as to any Of sad trensaz6on.. L anal; pay said Brokers a fee in accordance vl thn schedule dl
said Brokers In elect at Me lunar Of Me execution of this Lease.
IBI Any buyer a Vanseree Of Lessor's interest in Mis Lease, w t such Imn3ler a by Stir
or by OpBretron of law, snail he deemed to have
assumed Lessors obligation under Mus Paragraph 15. Each B shall that a third Party toadefricary of the provisions of this Paragraph t t to the extent of
r its inlereat in any cvnmiukm arising from this Lease ay enforce that right direCdy against Lessor and its sucharom,
15.5 Lassen and Lessor each maeseni a rtaet t0 Ih0 OMs/ Mal it has had M dealings with any person, firm; broker or linden (other than IM1e
Brokers, if any named in Paragraph 110' nrsddn with to degradation of Mos Lease anNa Me consummation of the transaction comemplated nw.by)
Slot that rid broker orOIII9/ rm or entity Mar than said named Brokers is emidi l to any commission V finder's lee In coulleelion sun said
transaction Lessee olio .. do each hereby agree W indemnify, protel defend and hdd the Other harmless m. and against liability for compensauon.
•„ - v Charges =sial a clamed by any Such unnamed broker, finder Or other similar parry by radon. dl any dealings or donor c cf !he'ndennefying
Perry, fg1r ny Costs, expenses; alta mays' flies eMonady Incurred with respect but
astral Bid Lome
'. 16.. Tenancy Staernsnt. -..
16.1 Each Party (as'Mapondlg Paley") net within len (10) daysafter written notice Irom Me other Party (the "Regueating Party") execum.
,. acknowledge and Mono to to Rocket Part, a statement in wdMg in form similar rO the Men most current'Tsnancy Statement" form published by life
American Industrial Rae Estate Association, plus such additional intarmation. COMiflr101dn ancon statements as may M reasonably requested by the
Requesting Party
16.2 It Lessor deerW to finance, heterce, Or sell Me Premises any part thereol, or the building of which Me Premises are a part. Lessee and fill.
Guarantors of Lessees performance hereunder shall Carver to any potential herder or purchaser designated by Lessor such financial statements of
Lessee and such Guarantee as may be reasonably required by such kit r or ponm ser, inrdidirg but rat Ilmaed to Lessee's brand al statements for
the past three (3) years. All such IlnanciaG statements Shall Da received by Lessor ani soon larval or purchaser in Confidence and stall de used drily
fp to purposes herein set Of
17.: Lee..'* Llabllfty. no term "Unaware as dead heroin shall mean Me =mer or owners at the limo in question of the fee nide to the P; emisas or il. nhla
a a sublease, Of Me Lessees interest in to pr it two In the event of a transfer a Lea3M8 dila or interest in the Remises Or In this Lease. Lessor snail
deliver to SID trandronse or augros tin cash or by Ones) any insured Seel Deposit Mid by Lessor at the time of such transfer or assignment Except
y as provided fn Paragraph 15, upon Mata transfer or assignment and delivery of Me Security Deposit As aforeem. the prior Lessor shall be relieved of all
lid,,ility with respect W to adlgstlan ands ewe ll under Me Lease Hereafter to be performed by Me Lessor. Subtest to the Icregoing. tire obtlgations
Is
armor covenants n axis Lew W be pen formed! by Me Lessor scall be binding only upon the Lessor as heraiebove paiea.
' 1& Savonbtllty Tae invandity, of any provision of this Lase. as determined by a bourt of mmpolenl junatircliob, shall In no way elf ndi the validity of any
oder provision Mreof. -
19.Initial onP&M.O Obllgatons.My monetary payment due Lessor hereunder, Mar Man Iatechargas, not received by Lessor within thirty 130)days
bikownq de d fro on which it was dus, Mall beer interest form the thirty- iet (stall day after it was due at Me rale of. 12°e per annum, but nut exceeding
in. medium to Showed by law, in additbn W Me late charge prwlded far in Paragraph 13.4
20. TumsOf Esasnee. rime is Of Me essence with respect to the performance of all obligations to be Performed or observed by the Pares under this Lease.
' 21.. fent OSMed. All morrelery oblgetens of Leasee W Lessor under me terms of this Lease are deemed to be rens.
'f",. M No Prlorall Offset Agrwnema; Broke DIaN .. This Lease cMuins all aaeemese between the Parses win respectW an, ..its, menribned herein,
-alk_ and no aMet prior or contemporaneous agreement or understanding Mail per effective. Lessor and Lessee each represents and sat ran is to to Brokers
Mat it has mad, and is retying soely upon, its Own inv ligation as W Me nature, does,, character and financial respan5ibltity of the ether Party W this
Y Lease and as W Ma nature, quality and! deal of the Premises. Brokers have no responsibility with respect Merear of with respect !o my default Of
breach
rental by tither Party.
23. NWOaa.
" 23.1 All holders required or permitted by this Lease shall be in writing and may ba delivered in person (by hand or by messenger or courtier service)
d may he sent by regular, combed or registered men a.S. P
Uortal Service Express Mawith po
Mail, wise,. prepad, or by facsimile transmission and shad
be deemed sufficiently given it served on a manMr specified in his Paragraph M. Tae addresses noted adjacent no a Parry s sgnature on. this lease shall
be that Partys address for deivery or mailing of notice purposes. Either Party may by written notice to Me other specify a different address Ior halide
,monose, except Man upon Lessees taking boese38ion of the Premises. Me Premises shall constitute Lessees address for the pumbsC of mailing or
delivering Miles W Lsafie6. A copy of as nobfos required or permitted W be given to Lessor hereunder snail DQ concurrently transmitted to such party
of barges at Such andevewes as Lessor may tram time to time hereafter designate by written notice to Lessee. -
212 Any notWa sent by reginanid or eerlilked mail, rain receipt requested, shall M daemon given on the date of debcary shown on 'he receipt card
or it no delivery date is shown, the postmark MarsonIt and by regular mail the reeds shall be deemed given lolly eght iaB) hours after the Some is
addressed as required heron and mailed with posing ph.; yd. Nakao daivered by United States Ezgess Mail Or overnlgnt fours, in., guaranines next
by fi c omit transmission IX smiler mearb, IM Ba1110 Shall the ae9mod 9eres l or delivered upon Cerebral coMfrmation of III of the transmission
cereal, pranced a copy is also delivered Via delivery or mail If notice Is received an a Sunday or legal hard, it sell be deemed received on the next
DusiMss day.
20. WBlve No waiver by Lessor at Me Default or Broach of my term, covenant a Condition hereof by Lessee, shall be deemed a waiver of any othar
norm, Coolant v Console, hereat, or of any subsequent Default Or Breech by Lessee of the same or of any other term, covenant or condition hereof
Lessors consent to, or approve] of, any ad Shall M! be deemed W herder unnecessary to obtaining at Lessors consent to. or approval ol. any subsequent
or similar all by Lewes, or Da commuW as Ma basis of an esneppa W enforce Me provision or ocw1wms of Mis Lease requiring such consent Regardless
M Leaves knowledge of a Delsut a Bern at the done of accommg rel Mar acceptance of rent by Lessor spall hot be a waiver .I ariy decoding
Oefaut W &Sana by Leash of any provision hereol, other Man to failure of Lessee to pay ter perbod" rare w accepted. Any payment given Lessor by
Lessee hey W axePted by Lessor an aixount of moneys or damage due la uab MtwiMsbndvp any quslotyirg statements or conditions made by
Leseea in coaecdon flavone, wM4M ekca 54 nb and/or coditiona Shoe be of M force of effect whalebone, unless specifically agreed to in writing
by Lessor at a before ter Wife of deposit of e payniem.
25. Rsoardblg. Either Lnsar or Leasee shall, upon reeked, 01 this ober, execute, acknowledge and d liver to Mee offer r short form mndum emoraof this
Lew to( recoding unpo er, Tors Pana reeueeNrg recortlation Shall a respodbe Of paynent d any feu Br taxes applicable ]hereto AA
fnitiad,
ci1O55 PAGE 8
28. No Right To Holdover. Lessee has M right to retain possession of the Premises or any part thereof beyond the expiration or earlier Ieevinatlon of this
Lease.
P. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be mmulattve with ell Other remedies
at law Or In Spun,
28. Covenants and Conditions, All provisions of MIs Lease to be observed or performed by Lessee are both covenants and conditions.
29. Binding Effect; Choice of Law. Thm-Cease shall be binding upon the parties, their personal representatives, Suggestion; ave assigns and be govemed
by the laws of the Stale in which the Premises are Iocaled. Any litigation between Me Parties hereto concerning This Lease shall be initiated in the county in
which the Premises are located.
30. Subordination; Anointment; Non-Dlsturbence
Mpolhecation 'ce ToOITeof "Iy, "Security Day lcs'); new Or hereafter placed by Lessor upon the real property of which Me Premises are a
pard, to any and all advances curity thereof, and to all renewals, modifications, Consolidations, replacements and extensions thereof.
Lessee agrees that the Landershoming any sec vice snail have tie duty, liability or Obligation n perform any of the obligations of Lessor
under this Lease, but that in the event of Lessors default with resp¢ h obligation, Lessee will give any Lender whose name and address have
been furnished Leasee in writing for such purpose notice of Lessor's default and a er thirty (30) days following receipt of such notice for
the cure of said default before evoking any remedies Leasee may have by reason thereof, If any Len to have Mis Leese and/or any Option
granted hereby superior to ills lien of Its Security Device and shall give written non thereof to Lessee, this Lease an s shall be deemed
30.2 Attomment. Subject to the nod-diaurbance provisions of Paragraph 30.3, Lessee Sigmas to afford to a Lender of any order party who acquires
ownership of the Premises by reason of a foreclosure of a Security Device and That in the same of such foreclosure. such new Owner shall not: (i) be liable
for any act or omission of any prior lessor or with respect to events occurring prior to adquisieen of ownership, (ii) be subject M any offsets or defenses
which Lessee might have against any prior lessor, or its) he bound by prepayment of mora Man one (1) month's rant
30.3 Non -Disturbance. With respect to Security Devises entered into by Lessor ager Me execution Of this Lease, Leaves subordination of this Lease
Shall be subject to receiving assurance (e `nondisturbance agreamem") boom ds, Larder Mal Lessees poss oven and M¢ Lease, screeching any options
Is extend the term hereof, will ML bridisturbed so long as Lessee is not in Breach hereof and stmrns 0 the record owner of the Premises.
30A Self -Executing. The agreements contained to this Paragraph 30 shall be effective w Meat the execution Of any further documents; provided,
however, that. upon written request from Lessor or a LaMar in connection with a sate. financing or refinsocirg of the Premises, Lessee and Lessor shall
execute such further writings as may be reasonably required to separately document any such subordination or non -subordination, attomment arole,
rlon-disturbance agreement as is provided for herein
31. Attoodry s Fees. If any Party or Broker brings an action or proceeding to enforce Me terms hereof or declare rights hww rNer, Me Prevailing Party
(as hereafter defined) w Broker in any such proceeding, action, or appeal Memm, shall be entitled to reasonable attorneys fees. Such fees may be
awarded in the same suit Or recovered M a separate suit, whether or not such when or proceeding Is pursued t0 decision or judgment The term,
"Prevailing Party" shall include, without limitation, a Party or Broker Wold substantially obtains or defeat Me m8ef Sought, as the can may be, whether
by canpromise. settlement, judgment, or Me abandonment by tree other Party or Broker of its claim or defense. The attorneys fee award shall Mt be
computed to accordance with any court fee schedule, but shall be such as to MIT/ reimbum as attorneys fees reasonably induced. Lessor shall be
.- entitled t0 attorneys fees, costs and expenses incurred in the preparation and service of ranee of Default ave consultations in connection therowilp
Whether or rot a legal which is subsequently commenced in connection with such Default or resulfing Breach.
32. Leswi s Access; Showing Premises; Robotics. Lessor and Lessor's agents Shall have the right to anter the Premises at any time, in the case 0 an
emergency, and otherwise at reatenable times for the purpose of showing Me Same to prospective purchases, knows, or lessees, and making such
alterations, repairs. 'Improvements or additions to the Premises or to the building of which they are apart, all Lessor may reasonably deem necessary,
Lessor may at any time place on or about Me Premises of building any ordinary For Sale" signs and Lessor may at any time during the last one hundred
twenty (120) days of the term hereof piece on or about he Premises any Ordinary 'For Lease" Signs. All such worse fes of Lassa shall be without abatement
of rend or liability to Lessee
37. Auctions. Lessee shall rot conduct nor permit to be conducted, either voluntarily or involuntarily, any second upon to Premises without first hear,
obtained Lessers prior weten consent Notwithstanding anything to the contrary in this Lease, Lessor shall net low obligated 0 exercise my steward of
reasonableness in determining whether to grant such consent
reserves all rights to the use of this mol and the right to install, and all revenues from Me Installation of, su a Including
Lila "I. as 00 II OF tris easel eely Ilei fele wi111 gra ca Mod df hese... or, tic
35. Termination; Morgan Unless specifically shred otherwise In writing by Lessor, the voluntary or other Surrender of this Lease by Lessee, the mutual
refrainment or gaM;lklkar hereof. a Is terminafidn hereof by Lessor for Breach by Lessee, Shell automateally terminale any sublease or lesser estate in
me Premises: prodded, however. Lessor ¢bell, in The event dl any such Summers, terminated or cancellation, have Me option 10 continue any one or all
' of any existing suClenantiea 1 -mous silme .Min ten )10) day$ following arry such sane W make a written election a the contrary by written duties
to Ina Miller of any such lesser Interest shall canm1ule Lessoh election to have such event contents to larmmMion of such soonest.
38. ConxaMs.
(a) Except for Paragraph 33 heredl(Aunions) or SS otherwise Provided harem, wherever in this Leese the consent of a Parry is required s an
W by or for the other Party, seen consent shall nal be unreasonably Without or delayed. Lessers actual reasonable costs ave expenses (Including but
not gaged to arcndi a slivery, mgtrs,eW or other consultmis fees) incurred to the consideraten of, or response to a request by Lesese for any
Lessor consent pertaining to this Lease Or Me Premises. Including but net limged to consents to an naugnmee, a seeming Or the presence or use of a
Hazardous Substance practice Or storage tank, shall be paid by Lessee M Leaser upon receipt of an invoice and supporting documentation therefor,
Subject to Paragraph 12.2x) (applicable to assignment or subletting), Lessor may, as a coMMbn to commanng any such request by Lessee, require Met
Lessee deposit with Lessor an amount of money lin addition to Me Security Deposit held under Paragraph 5) damnably calculated by Lessor to represent
to cost Lester will incur in considering and responding to Lessee's request. Except as Otherwise provided, any unused portion of and deposit shell be
ranMed 0 Lessee without oriental. Lasterte conwe M any Oct. assignment of the Lease or subletting of Me Premises by Leasee shall not constitute
an acknowledgement Mat ed Default of Breach by Lessee of this Lease exists, nor snail sum cnsmT be deemed a waiver of my then esrisWg Default or
Breach, except as may be Otherwise specifically seated in writing by Lessor at Me time of such consent
(b) All conations m Lessors consent authorized by this Leese we acknOwterkpd by Loans m taking 'weakness, The failure to exactly herein
arty parlwiar condition M Lessors consent snail not wodude Me imposition by Leaver at Che time of consent ef Such but or other condition as are
Men reaaonable with reference to the particular matter M which consent Is being given.
37. Gum Mor.
371 If Mme we to be my Gusrmlue of this Lease per Paragraph 1. 11, the form of the guaramy s be exerted by each such SueranM shag be in
Me farm moat recently published by the American Industrial Real Estate Association, and each see Countries, shall have the same Obligations as Lessee
under this Lease, including but Mt limited to Me Obligation to provide Me Tmmcy Statement mrd information rafted for by Paragraph 18.
31.21 shall constitute a Default of the Lessee under this Lease 8 any ecuh Guarantor sale a refuses, upon reatenable request by Lessor to gee:
(a) avdece W Me due execution of Me guaranty called for by this Lease, including he sell" of the Guarneri And d the party signing on Guarantor's
thehaq to obligate such Guarana r on said guaranty, and Including in Me can Of s corpses Guaantu, A certified copy of a resdwon of in board of
directors eushorizing Me making 0 Such guaranty, together with a perforate of indi mberry showing Ms signature of that persona wonderful fel to sign on
its behalf, (b) current financial statements of Guarantor as may Them time to time be requested by Lessor, (c) a Tenably Statement. or (d) written
confirmation Mat Me gustatory s still In effect
U. Oulal Riemannian. Upon payment by Lasses of Me rent for Me Promises and Me observance and performance of all of Me ooVenantt, provisions
and phy iaiona on Lessees Part to be observed ave performed under this Leans, Lessee Shelf have, quiet Pomades of Me Premises for the were thren
hereto subject W all of Me pmwsnms of No Leese.
39. OpBens
39.1 De him. As used in Mia Paragraph 39 Me word "Option" No Me following meaning: tial the right s edew the term of Ms Lease or to renew
MIs Lease or To extend or rers,w my base Mat Lessee has On cher property of Lessor; (b) the right of MM Must so sue the Premises or the right of first
offer to lease the Premises or Me right of fine refusal to base other Property of Lessor or to right of first Offer M baso other property of Lesser: (c) to righl
to purchase Me Premises, or the right of first refusal to purchase the Premises, or the right of fiat ager to purchase The Premises, or the right to
pureness other property of Lessor, Or the right of fiat refusal To purchase other property M Lester, or Me right of flet offer to purchase other property
of Lessor.
39.2 Options Personal To Original Laaxe. Each Option granted W Lessee In this Lease is personal a the orgsal Lessee named in Paragraph 1.1
hereof, and cannot be voluntarily or mvonntmily assigned or exercised by any parson or am" ogler Man sap original Lessee while Me engine /Le/f���/e��
ngiale
GROSS PAGE
is in lull and actual possession 01 me Premises that whhwl ltne intention of Iheretter weighing or Subletting. The Options, it any, herein granted to Lessee
are not assignal eithr, as a part of an assignment of This Loess Or exparatety or Open Ute riftom, and MO Option may ba separated from this Lease In
any manned by reservation or otherwise.
39.3 Muli Options. In the event that Lessee has any Multiple Options b exleM or renew this Lease, a later Option cannot be exercised unless the
prior Option to extend or throw this Lwase have been ve afty BxemRBd.
39.4 Effect of Default on Options.
(a) Lessee shell have had right b exercise an Option, notwimsMnding any provision in Me grant of Option b the contrary: (1) during the period
commencing with the giving 0 any rwtice of Default under Paragraph 13.1 and continuing until Me retired Default A cured, of ('i) during the period of
Gime any monetary obligation due Lessor from Losses is unpaid (wflMul regard b whether notice thereof ie given Lessee), Or (iii) during me ams Lessee
is in &each OI this Lease, or (W) in the event that Lesser has given to Lowest, three (3) or more potges OI Default under Paragraph 13.1, whether r not
Me Defaults are cured, during the twelve (12) moral Period immediately preceding IN ..rose d the Option.
(b) The period of time within which an Option may be exerci.ed shall set be extended or enlarged by reason of Lessee's inability to ewercise an
Option because OI Ne provisions Of Paragraph 39A(a). -
(c) All rights Of Lessee under Ne provisions of an Op1KK1 shall lrmlnale and be 0 M further force Or effect notwithstanding Lessees due and
timely exercise 0 Ne Option. If, after Stich eABrclse and during the Were of NO L Bass. (i) Lessee falls to pay t0 Lesson a monetary obligation of Lessee
for a period of thirty (30) days after Such Oblgation becomes due (without any necessity of Lessor to give notice thereof to Lessee), or (ii) Lesscc gives
to Lessee Mme (3) r none notices of Default under Paragraph 13.1 during any twelve (12) month period, whether Or net the Defaults are cured, or (iii) if
Lessee commits a Breach of this Lease.
40. Multiple BuIld inga If Me Premises aro part W a group 0 buildings controlled by Lesser, Lessee agrees Mat n will abide by. keep and observe all
reasonable rules and regulations which Lessor may major from lime to lima Ion Ne management, Safety, care, and cleanliness of the grounds. Me parking
and uN."ing of vehicles and Me pnorvetion d good order, as .11 we for the convenience d other occupants or tenants of such other buildings and
Meir invil6e9. wet Mat Lea will pay its fair share of Common expenses Incurred in connection MarewiM.
41. Security Measure. Lessee hereby acknowledges Mal the rental payable to Lessor hereunder does rel include Ne cost of quare service or other
security measures. and Nat Lesser $hall have res obligation what.., 10 Provide a.m.. Lessee watUme9 all no,boneibifity for the p,election of the
Premises. Lessee, its agents and invitees and If Property from Me We of third parties.
42. Raearvallona. Lessor reserves to iti Me right, from time to time, to grant wideut IN consent or jpMer of Lessee, such easements, rights and
dedications that Leasor deems redeswarp, and to cause Me recordatbn of parcel maps SM reetriolions. ad brig as such easements, rightsdedications,
maps and restrictions do not unreasonably intarfare with, The use of Me Premises by Uss to Leese agrees to sign any occuments reasonably requested
by Lessor to elfeoluate any such easement rights, dedloation, map of resbidlons.
43. Performerea Undr Protai If at any time a dispute shall arise as to any amount Or Sum Of money to ba paid by one Party M Ne other under the
provisions hereof the Party against whom Me Otlgation to pay Ne money, Is asserted ShMI have IN right b make payment "under prounsf and such
Payment shall not be regarded as a Voluntary payment and Nora shall survive me right an Me part of said Party or institute sun felt recovery of such sum.
It it shall be adjudged Nat More was no legal obligation on the part of Said Party to pay such sum r any pen Mereot said Party shall be ambled to
recover such sum or to much Merecf as b was not legally required to pay under, MS provisions of this Leve.
.- M. August If either Party hotel. o a corporation, bust, dr general on limted Pennrship, each individual executing Nis Lease on behalf of such entry
represents end warrants Chet ha of she is duty authorized W hxacute and deliver M4 Leese per he bahSlf. H Lessee is a corporation, Must or parin insnip..
Lessee shell, within tiny (30) days after request by Lessor, deliver to Leaser evidence Satisfactory b Lessor of such authority
4S. Conflict My conflict between Me printed provisions of this Lease and NB lypewntlan or handwri hin provisions shall be cOnbolled Oy the typewritten
on handwritten PrWisirls,
46. Offer. Preparation of this Lease by Lessor Or Lessor's agent and submission of same 10 Lessee shall rot be deemed an offer to lease to Lessee. This
Lea. is wt intended b be binding unit executed by all Parties hereto.
47. Amendreanta. This Lewis they be modified only in wdtirg, signed by the parties in interest at his time of Me modification. The parties shall amend this
Lease from Time to time to reflect any adjustments that are made to the Base Rent r other rent payable under this Lease. AS long as they do not
materially change Leesee8 obligations hereunder, Lessee agrees b make such reasonable remnonelary modifications W this Lease as may be reasonably
required by an institutional, Insurance company, r pension plan Lender in connection with the obtaining of normal financing or refinancing of the
property of wfach the Promisee ere a part
Q. Multiple Parties. Except as otlnrwiur expresay provided herein, n more Men Orta person or entity is named herein as either Lessor or Lessee, the
obligations of such Multiple Parties shall the Mae joint and several reaponsibtlhy of all persons on entitles named herein as such Lessor or Lessee.
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN. AND BY THE
LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.
IF THIS LEASE HAS SEEN FILLED IM R HAS BEEN PRE
PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, AN ATTORNEY FROM THE STATE Vill THE PROPERTY IS'LOCATED
SHOULD BE CONSULTED
The parties herald have easculed this Lease M do place on the date, specitled above to their respeppw Signatures.
Execmedat L�Ic%.✓i/4 TX Exeuvtedal ii �4fl
On zo a Of
by LESSOR: v _
eL'T by
By
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By
Name Printed:
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Byrose g:
Nome Printed:
Title:
Adore.: City Allaanevl
Tet. No. ( Fax No. (_j TN. No. ( I Fax No. (,—)
GROSS PAGE 10
NOTICE: These forms are often modified N meet changing requiremenle of law and industry needs. Always write or call to make sure you
are utilizing the most current form: American Industrial Real Estate Association, 345 South Figueroa Street, Suite M 1, Las
Angeles, CA 90071, (213) 687-8777. Fax. No. (213) 687-8616.
0 Copydghl 1990—By American Industrial Real Estate Association. All rights resolved.
No part of dteea worlta may tie reproduced In any form wllh.ul permiatlon m writing.. FORM t SG R-12,101
ax
I es
Y-
OR
_ OPTION(S) TO EXTEND
ADDENDUM TO
STANDARD LEASE
Dated April 5, 1994.
By and Between (Lessor) Robert Crozier & Suzette Crozier
(Lessee)The City nP Snntn r`lari*a
Property Address; 24406 San Fernando Road, Santa Clarita, CA
Paragraph 49
A. OPTION(S) TO EXTEND:
Lessor hereby grants to Lessee the option to extend the term of this Lease for_lam - additional 12 month period(s)
commencing when the prior term expires upon each and all of the following terms and conditions:
(i) Lessee gives to Lessor, and Lessor actually receives on a date which is prior to the state that the option period would
commence (if exercised) by at least I and not more than 6 months, a written notice of the exercise of the option(s) to
extend this Lease for said additional term(s), time being of essence. If said notification of the exercise of said option(s) is (are) not
so given and received, the option(s) shall automatically expire; said option(s) may (it more than one) only be exercised con-
secutively;
(ii) The provisions of paragraph 39, including the provision relating to default of Lessee set forth in paragraph 39.4 of this
Lease are conditions of this Option;
-5 (iii) All of the terms and conditions of this Lease except where specifically modified by this option shall apply;
(iv) The monthly rent for each month of the option period shall be calculated as follows, using the memod(s) indicated
Y below:
at sf.
14 (a) On (Fill in COL Adjustment Date(s):
he
monthly ren yable under paragraph 1.5 ("Base Rent") of the attached Lease shall be adjusted by the change, it any, from
the Base Mont ecifled below, in the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of
Labor for (select on CPI W (Urban Wage Earners and Clerical Workers) or ❑ CPI U (All Urban Consumers), for (Fill in
Urban Area): All Items
p (1982-1984 = 100), herein ned to as "C.P.."
(b) The monthly rent p ble in accordance with paragraph Al(a) of this Addendum shall be calculated as follows:
the Base Rent set forth in paragraph 1.5d attached Lease, shall be multiplied by a fraction me numerator of which shall be the
C.P.I. of the calendar month 2(two) months pr to month(s) specified in paragraph Alia) above during which the adjustment
is to take effect, and me denominator of which sh a the C.P.I. of the calendar month which is two (2) months prior to (select
one): ❑ the first month of the term of this Lease as se th in paragraph 1.3 ("Base Month") or ❑ (Fill in Other "Base Month "):
P_ : The sum so calculated sh onstitute the new monthly rent hereunder, but in no event, shall any
such new monthly rent be less than the rent payable for the th immediately preceding the date for rent adjustment..
(0) In the event the compilation and/or publication of .Pl. shall be transferred to any other governmental
department or bureau or agarluy or shall be discontinued, then Me index mg early the same as the C. P.I. Shall be used to make
such calculation. In the avant that Caesar end Lessee cannot agree on such riff five index, then the matter Shelf! be wbmdlae
Igr decision Sol American Arbitration A1l89glatlgn In eccorearlw wMlthe green eeie aseegaefbn ane flee e9tlekxldeN
ad6roetgre etwlI W blnding open tlw Pardee. The cwt of said Ardtretgn shall be by Leasegr and Leeeee. ".
❑ 11. Masrtet nasntN VNue Aelwbneat(as) (atrN) grog
(a) On (Fie in MRN Ad)ustrnlsm Date(s): _
the monthly ret payable under paragraph l.5("Base Rent") of ew attached Lease aeea be adjusted to the"MentalVaIr
Of use property Y follorya:
1J Four months prior to the Market Rental Value (MRV) Adjustment Dale(S) destnbede le Lessor
Losses 91 016 wf! "lablial on agreed upe 1 IS PORY 101 tile apse fied to 14.
.i Initials: Initials:
14 oanoN(s) m rxrEN l
Page I M d
NOTICE: Trane forme w 9nan modiMd b meal manging rpuinmen,s of kw and M9us,-1 ae9a. Alwge write w mll mere Our*Our*you are miru86g,M 8616, cun9nt farm:
-AI Amwkln lMwNal R W Estate A6•o infill US awN Fig... S ••1, Still• M -I. Lob A,gelee. G 9JOi112l]) a8T-0'T, Fea No (]101 eBhBa,e
4 C 1991 Amedcan IM.Wdtl RW Eatete Auocltll9n.
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i) Lessor and Lessee shall immediately appoint a mutually acceptable appraiser or broker to establish
than MRV within the next 30 days. Any associated costs will be split equally between the parties, or
ii) Both Lessorand Lessee shall each immediately select and pay the appraiser or broker of their choice to
- establisha within the nex120 days. If, for any reason, eitherone of the appraisals is not completed within the next 30 days, as
stipulated, thenappraisal IheI i5 completed at that time shall automatically become the new MRV. If both appraisals are
completed and that praisers/brokerscannot agree on a reasonable average MRV then they shall immediately select athird
mutually acceptable app enbroker to establish a third MRV within the next 30 days. The average of the two appraisals closest
in value shall then become new MRV. The costs of the third appraisal will be split equally between the parties.
2) In any eve he new MRV shall not be less than the rent payable for the month immediately preceding
the date for rent adjustment.
(b) Upon the establishment of each Market Rental Value as described in paragraph All:
1) the monthly rental sum so calculated ach term as specified in paragraph At Ila) will become the new
"Base Rent" for the purpose of calculating any further Cost of 'ng Adjustments as specified in paragraph AI(a) above and
2) the first month of each Market Rental Value to as specified in paragraph All(a) shall become the new
"Base Month" for the purpose of calculating any further Cost of Living ustments as specified In paragraph Atilt).
❑ III. FIxed Rental Adjustment(s) (FRA)
The monthly rent payable under paragraph 1.5 ("Base Rent") of the attached Lease she a increased to the following amounts
on the dates set forth below:
On (Fill in FRA Adjustment Calais)): The New Base Rental shall be:
$ .
$
B. NOTICE: Unless specified otherwise herein, notice of any escalations other than Fixed Rental Adjustments shall be
made as specified in paragraph 23 of the attached Lease.
C. BROKER'S FEE:
The Real 1ERN-te SmIkers speeified im peragFpaid-&Brokerage -Fes for each—
se.
Initials: Initials:
OPTION(S) TO EXTEND
Pegs E W 2
NOME:eM Mwu roM.Ama,O come wDellbmeFe wro pu ere i,,w, 1M thou wnmt kms:
Ameman IMwirlel Reel Euab A tkxi. US s Fpueme S"K SuM W1, Lm ANOe& CA 60011. (219) 61174M. Fax No. (213) 687-8w&
GIM Am .. IM.&MM RAI F.abb A.p oil..
ADDENDUM TO
STANDARD LEASE
Dated April 5, 1994
Byand Between Robert S Suzette Crozier and
The City of Santa Clarita
50 RIGHT OF FIRST REFUSAL TO PURCHASE
(a) Lessor shall not, at anytime prior to the expiration of the term of this Lease, orany extension thereof,
sell the Premises, or any interest therein, without first giving written notice thereof to Lessee, which notice
is hereinafter referred to as "Notice of Sale".
(b) The Notice of Sale shall include the exact and complete terms of the proposed sale and shall have
attached thereto a photocopy of bona fide offer and counteroffer, if any, duly executed by both Lessor and
the prospective purchaser.
(c) For a period often (10) business days after receipt by Lessee of the Notice of Sale. Lessee shall have
the right to give written notice to Lessor of Lessee's exercise of Lessee's right to purchase the Premises, or
-E
the interest proposed to be sold, on the same terms, price and conditions asset forth in. the Notice of Sale.
In the event that Lessor does not receive written notice of Lessee's exercise of the right herein granted
o
within said ten (10) day period, there shall be a conclusive presumption that Lessee has elected not to
-
exerciseLessee's right hereunder, and Lessor may sell the Premises, or the interest proposed to be sold, on
s
the same terms set forth in the Notice of Sale. -
`o
' (d) In the eventthat Lessee declines to exercise its right of first- refusal after receipt of the Notice of Sale,
8
and, thereafter, Lessor and the prospective purchaser modify by more than 5%, (i) the sales price, (ii) the
- - amount of down payment, or (A) interest charged, or in the event that the sale is not consummated within
g'
160 days of the date of the Notice of Sale, then Lessee's right of first refusal shall reapply to said transaction
` _ { as of the occurrence of any of the aforementioned events.
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the mgal current form AMERICAN INWSTRIAL HEAL ESTATE ASSOCIATgN,913So. Figueroa St.. M-1, Loa Angelo. CA 90071 J223)687-8777.
INDUSTRIAL REAL s,
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RIGHT OF FIRST REFUSAL TO PURCHASE Form FR 2-760
— r
51. RENT ADJUSTMENTS
— ADDENDUM TO LEASE
�- DATED April 5, 1994
The base rent of tftt" per month shall be increased each and every
` year of this lease and any extensions thereof at the rate greater of
- of FIVE PERCENT (5%) per annum over the previous years monthly rent,
or, the. rate of increase of the Los Angeles/ Long Beach Rental index
for commercial properties. The first increase under this. provision
shall commence on the first anniversary of signing ofthis lease by
lessor.
Not withstanding any provisions to the contrary contained herein,
tenant.shall be responsible for the normal maintenance of the building
and premises, as well as providing insurance as required
under section 8 above, necessary on the building, in addition, a
public liability insurance policy with coverage of not less than one
million dollars shall be provided by lessee for joint coverage of.
lessee and lessor. Furthermore, tenant shall be liable for the taxes
on the buil an, premises. Said taxes payments by lessee to be
fixed at $ per year, and shall remain so for the first
FIVE (5) years of the lease.
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