HomeMy WebLinkAboutMINUTES - 04082003 - C58 TO: BOARD OF SUPERVISORS '. CONTRA
FROM: BARTON J. GILBERT, DIRECTOR OF GENERAL SERVICES COSTA
DATE: APRIL 8, 2003 COUNTY
SUBJECT: LEASE FOR THE PREMISES AT 1200 CENTRAL BLVD.,
SUITE Ira, BRENTWOOD FOR THE SUPERVISOR, DISTRICT 3
(T00623)
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION
1. APPROVE a Lease renewal, commencing April 16, 2003, with HPH Properties, L. P., dba
Equus Croup, for the premises at 1200 Central Blvd., Suite B, Brentwood for continued
occupancy by the Supervisor, District 3, under the terms and conditions more particularly Set
forth in the Lease.
2. AUTHORIZE the Director of General Services, or designee, to execute the Lease on behalf of
the County.
FINANCIAL IMPACT
Renewal of this Lease was anticipated and budgeted in the approved FY 2002/03 budget and the
requested FY 2003/04 budget. The rent for the period from April 16, 2003 through April 15, 2004 is
approximately,$19,000, which is no increase over the current annual rent. The Lease payments are
appropriated in the Board of Supervisors budget.
BACKGROUND
Approval of the Lease renewal will provide for continued use of office space as requested by the
Supervisor, District 3. The Supervisor has occupied the space since October 2001, when
reapportionment took place in the Supervisorial districts. The required lease payments total
approximately $109,000 over the five year term of the Lease.
CONTINUED ON ATTACHMENT: YES SIGNATURE:
tECOMMENDATION OF COUNTY ADMINISTRATOR —RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S): 9.'.4 .
ACTION OF BO N APRIL 8, 2003 APPROVED AS RECOMMENDED X OTHER
APR 14 2003
GENERAL CER4
Lease Man.J..:.nt u:fi5;4n
VOTti yr SUPERVISORS
UNANIMOUS
(ASSENT_,,,__)
AYES: NOES:.
ABSENT: ABSTAIN:
DISTRICT TTI SEAT VACANT .
MEDIA CONTACT:BARTON J.GILBERT(313-7100)
Originating Dept.:General Services Department k HEREBY CERTIFY THAT THIS IS A TRUE
CC: Genesi Services Department AND CORRECT COPY OF AN ACTION TAKEN
Lease Management Division AND ENTERED ON THE MINUTES OF THE BOARD
Auditor-Controller(via 1JM}
ArOF SUPERVISORS ON THE DATE SHOWN.
-Co
Risk Management(via L/M) ATTESTED APRIL 8, 2003
Supervisor,District 3(via UM) JOHN SWEETEN,CLERK OF THE BOARD OF SUPERVISORS
Equus Group(via i/M) AN COUNTY ADMINISTRATOR
"C-�–e tw- -7 m BY DEPUTY
1:1LeaseMgtISTEVE11200Centralbdo2.doc SBV:tb Page 1 of 1 M382(10188)
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STANDARD'INDUSTRIA UCOMMER IAL MUS"1-TENANT LEASE--MODIFIED NET
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
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t. Basic Provisions("Basic Provisions"),
1.1 Parties:This Lease("Lsaae"),dated for reference purposes only, r/1fl,is Made by
and between i 11.P. d`ba uu s Group "Lessor")
and The Cgunty gf- Contra Costa
(collectively the"Parties,"or individually a"Party").
1.2(a) Promises: That certain portion of the Building, including all improvements therein or to be provided by Lessor under the terms of this Lease,
commonly known by the street address of 1200 central Blvd. Suite B. Iocatad in the City of Brentwood
County of c,cin t r Co-s a state of California ,with zip code 94513 ,as outlined on Exhibit-attached
hereto("Premfses"). The"Building"Is that certain building containing the Premises and generally described as(describe briefly the nature of the Building).
s care foot buildin
In addition to Lessee's rights to use and occupy the Premises as hereinafter specified,Losses shall have non-exclusive rights to the Common Areas(as defined In
Paragraph 2.7 below)as hereinafter specified,but shaft not have any rights to the roof,exterior wafts or utility raceways of the Building or to any other buildings in
the industrial Center. The Premises,the Building,the Common Areas,the land upon which they are located, along with all other buildings and Improvements
thereon,are herein collectively referred to as the"Industrial Center" (Also see Paragraph 2.)
1.2(b) Parking: F g ur J 4) unreserved vehicle parking spaces("Unreserved Parking Spaces");and -0
reserved vehicle parking Spaces("PRessrvsd Parking Spaces"). (Also see Paragraph 2.6.)
1.3 'Germ: JJ i)i I&= years and 0- months("Original Term")commencing Ap r i 1 15 f 2 0 0 3
("Commencement Date'")and ending hp r 7 1 15 , 2008- ("Expiration Det*"). (Also see Paragraph 3.)
1.4 Early Possession: U/ ("Early Possession Dais"). (Also see Paragraphs 3.2 and 3.3.)
1.5 Base Rent: i .5 8 5-t(3 per month(So"Rent"),payable on the F i r s t day of each month commencing
A417 l 1 ,, 2 003,(Also see Paragraph 4.)
Ix) if this box is checked,this Lease provides for the Base Bent to be adjusted per Addendum _,attached hereto.
1.6(a) Base Tient Paid Upon Execution: $ as Base Rent for the period
1.6(b) Lassse"s Share of Common Area Operating Expenses: percent( %)("Lessee a Share")as determined by
(X)prorata square footage of the Premises as compared to the total square footage of the Building or( )other criteria as described in Addendum
1.7 Security Deposit: NOn 9 ("Security Deposit"). (Also see Paragraph 5.)
1.8 Permitted Uss: Generaloffice use.
CPermitted Usel(Also see Paragraph 6.)
1.9 insuring Party. Lessor is the"Insuring Party." (Also see Paragraph 6.)
1.10(x)Real Estate Brokers. The following real estate broker(s)(collectively,the"Brokers")and brokerage relationships exist In this transaction and are
consented to by the Parties(check applicable boxes):
C ) represents Lessor exclusively("Lessor's Broker");
( ) represents Lessen exclusively("Lossee's Broker");or
( ) represents both Lessor and Losses ("Dual Agency").(Also see Paragraph 15,)
1.10(b)Payment to Brokers. Upon the execution of this Lease by both Parties,Lessor shag pay to said Broker(s)jointly,or in such separate shares as they
may mutually designate in writing,a fee as set forth In a separate written agreement between Lessor and said Broker(s)(or in the avant there is no separate written
agreement between Lessor and said Broker(s),the sum of$_)for brokerage services rendered by said Broker(s)In connection with this transaction.
1.11 Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by hl A
("Guarantor"). (Also see Paragraph 37.)
1.12 Addenda and Exhibits. Attached hereto Is an Addendum or Addenda consisting of Paragraphs through 16 and Exhibits!
A through n/ct ,all of which constitute apart of this Lease.
2. Premises,Parking and Common Areas.
2.t Letting.Lessor hereby leases to Lessee,and Lasses hereby losses from Lessor,the Promises,for the term,at the rental,and upon all of the terms,
covenants and conditions set forth In this Lease,finless otherwise provided herein,any statement of square footage set forth In this Lease,or that may have been
used In calculating rental endfor Common Area Operating Expenses, Is an approximation which Lessor and Lessee agree Is reasonable and the rental and
Lessee's Share(as defined In Paragraph 1.6(0))based thereon Is not subject to revision whether or not the actual square footage Is more or less.
2.2 Condition.Lessor shag deliver the Premises to Lessee clean and free of debris on the Commencement Date and warrants to Lessee that the exist-
Ing plumbing,electrical systems,tire Win r system,lighting,air conditioning and heating systems and loading doors,If any,In the Premises,other than those
constructed by Lessee,shall be in good op8rat#ng condition on the Commencement Date.if a non•o omptiance with said warranty exists as of the Commencement
Date.Lessor shall.except as otherwise privide d In this Lease,promptly after receipt of written notice from Lessee Batting forth with specificity the nature and
extent of such non-compliance,rectify same at Lessor's expense.If Lessee does not give Lessor written notice of a non-compliance with this warranty within thirty
(30)days after the Commencement Bate,c rection of that noon-compliance shalt be the obligation of Lessee at Lessee's sole cost and expense.
2.3 Compliance with Covenants,Restrictions and Building Coda.Lessor warrants that any improvements(other than those constructed by Losses
or at Lessee's direction)on or In the Premises which have been constructed or Installed by Lessor or with Lessor's consent or at Lessor's direction shall comply
with all applicable covenants or restrictions of record and applicable building codes,regulations and ordinances in effect on the Commencement Date.Lessor fur-
ther warrants to Leasee that Lessor has nd knowledge of any claim having been made by any governmental agency that a violation or violations of applicable
bu'slding codes,regulations,or ordinances exist with regard to the Prem#Bos as of the Commencement[sato.Sold warranties she
not apply to any Aherations or
Uty installat#ons(defined#n Paragraph 7.3(a))made or to be mads by Lessee.#f the Premises do not comply with said warranties,Casson strap,except as other•
wise provided#n this Loess,promptly atter(etceipt of written notice from Losses ghron withln six(6)months toHowing the Commerroament Date and setting forth
with specificity itis nature and extent of such non corrtpliance,take such action,at Lsaw I s expense,as may be reasonab#s or appropriate to ract#fy file noncom-
pliance.Lessor makes no warranty that the permitted Use In Paragraph 1.8 is permiff for the Prem#sea under Applicable Laws(as defined In Paragraph 2,4),
2.4 Acceptance of Premises.Losses hereby acknowledges:(a)that It has been advised by the Broker(s)to satisfy Itself with respect to the condition
of the Promises(including but not limited to the electrical and fire sprinkler systems,security,environmental aspects,seismic and earthquake requirements,and
compliance with the Americans with Disabilifles Act and applicable zoning, municipal, county, state and federal laws, ordinances and regulations and any
covenants or restrictions of record(collectively, "Applle We Laws) and the present and future suitability of the Promises for Lessee's intended use; (b) that
Lessee has made such Investigation as it deems necessary with reference to such matters,Is satisfied with reference thereto,and assumes all responsibility there-
fore as the same relate to Lessee's occupancy of the Premises and/or the terms of this Lease;and(c)that neither Lessor,nor any of Lessor's agents,has made
any oral or written representations or warranties with respect to said matters other than as set forth In this Lease.
2.5 Lessee as Prior Ownsr/Occupent,The warranties made by Lessor in this Paragraph 2 shall be of no force or effect N Immeddiately prior to the date
set forth In Paragraph 1.1 Lessee was the owner or occupant of the Promises. In such event,Lessee shall,at Lessee's sole cost and expense,correct any non.
compliance of the Premises with said warranties.
i
initials:
0 American Industrial Real Estate Association 1993 MULTI-TENANT-MODIFIED NET "�`�
2.6 vehicle harking.Lessee shat'be entitled to use the number of Unreserved Parking Spaces and Reserved Parking Spaces specified In Paragraph
1.2(b)on those portions of the Common Areas designated from time to time by Lessor for parking.Lessee shalt not use more parking spaces than said number.
Said parking spaces shall be used for parking by vehicles no larger than full-size passenger automobiles or pick-up trucks, herein called"Permitted size
Vehicles."vehicles other than Permitted Size Vehicies shall be parked and loaded or unloaded as directed by Lessor In the Mules and Regulations(as defined In
Paragraph 40)issued by Lessor.(Also see Paragraph 2.9.)
(a) Lessee shaft not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee's employees, suppliers, shippers,cus-
tomers,contractors or Invitees to be loaded,unloaded,or parked In areas other than those designated by Lessor for such activities.
(b) If Lessee permits or allows any of the prohibited activities described in this Paragraph 2,6,then Lessor shall have the right,without notice,in
addition to such other rights and remedies that it may have,to remove or tow away the vehicle involved and charge the cost to Lessee,which cost shall be imme-
diately payable upon demand by Lessor.
(c) Lessor shall at the Commencement Date of this Lease.provide the parking facilities required by Applicable Law.
2,7 Common Areas•Definition.The term"Common Areas"Is defined as all areas and facilities outside the Premises and within the exterior bound-
ary line of the Industrial Canter and Interior utility raceways within the Promises that are provided and designated by the Lessor from time to time for the general
non-exclusive use of Lessor,Lessee and other lessees of the Industrial Center and their respective employees,suppliers,shippers,customers,contractors and
Invitees,Including parking areas,loading and unloading areas,trash areas,roadways,sidewalks,walkways,parkways,driveways and landscaped areas.
2.8 Common Area*-Lessers Rights.Lessor hereby grants to Lessee,for the benefit of Lessee and its employees,suppliers,shippers,contractors,
customers and Invitees,during the term ofithis Lease,the non-exclusive right to use,In common with others entitled to such use,the Common Areas as they exist
from time to time, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under the terms of any rules and regulations or
restrictions governing the use of the Industrial Center.Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the
right to store any property,temporarily or permanently.In the Common Areas,Any such storage shall be permitted only by the prior written consent of Lessor or
Lessor's designated agent,which consent may�.revoked at any+fbne. In the event that any unauthorized storage shall occur then Lessor shall have the right,
without notice,in addition to such other rights a medles that It may have,to remove the property and charge the cost to Lessee,which cost shalt be Immedi-
ately payable upon demand by Lessor,
2.9 Comtrton Areas-€altos and Regulations.Lessor or such other person($)as Lessor may appoint shall have the exclusive control and manage-
ment of the Common Areas and shall have the right,from time to time,to establish,modify,amend and enforce reasonable Rules and Regulations with respect
thereto in accordance with Paragraph 40.Lessee agrees to abide by and conform to all such Rules and regulations,and to cause its employees,suppliers,ship-
pers,customers,contractors and Invitees to so abide and conform.Lessor shall not be responsible to Lessee for the non-compliance with said rules and regula-
tions by other lessees of the Industrial Center.
2.10 Common Areas-Changes.Lessor shall have the right,in Lessor's sole discretion,from time to time:
(a) To make changes to the Common Areas, Including, without limitation, changes In the location, size, shape and number of driveways,
entrances,parking spaces,parking areas,loading and unloading areas,Ingress,egress,direction of traffic,landscaped areas,walkways and utility raceways;
(b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable amass to the Premises remains available;
(c) To designate other land outside the boundaries of the Industrial Center to be a part of the Common Areas;
(d) To add additional bul, ngs and improvements to the Common Areas;
(e) To use the CommonlAreas white engaged In making additional Improvements,repairs or alterations to the Industrial Center,or any portion
thereof;and
(f) To do and perform such other acts and make such other changes In,to or with respect to the Common Areas and Industrial Center as Lessor
may,in the exercise of sound business judgment,deem to be appropriate.
3. Tenn.
3.1 Term,The Commencement 1Date,Expiration Date and Original Term of this Lease are as specified In Paragraph 1.3,
3.2 Early Possession.it an Early Possession Date Is specified In Paragraph 1,4 and If Lessee totally or partially occupies the Premises after the Early
Possession Date but prior to the Commencement Data,the obligation to pay Base Ment shaft be abated for the period of such early occupancy.All other terms of
this Lease,however,(including but not limited to the obligations to pay Lessee's Share of Common Area Operating Expenses and to carry the insurance required
by Paragraph 8)shaft be In effect during such period,Any such early possession shall not affect nor advance the Expiration Date of the Original Term,
3.3 Delay In Possesslom If for any reason Lessor cannot deliver possession of the Premises to Lessee by the Early Possession Date,It one is speci-
fied in Paragraph 1.4,or if no Early Possession Date is specified,by the Commencement Date,Lessor shall not be subject to any liability therefor,nor shall such
failure affect the validity of this Lease,or the obligations of Lessee hereunder,or extend the term hereof,but In such case,Lessee shall not,except as otherwise
provided herein,be obligated to pay rent or perform any other obligation of Lessee under the terms of this Lease until Lessor delivers possession of the Premises
to Lessee.If possession of the Premises Is not delivered to Lasses within sixty(ilii)days after the Commencement Date,Lessee may,at its option,by notice in
writing to Lessor within tarn(10)days after the end of said sixty(60)day period,cancel this Lease,in which event the parties shall be discharged from all obliga-
tions hereunder;provided further,however,that if such written notice of Lessen Is not received by Lessor within said ten(10)day period,Lessee's right to cancel
this Lease hereunder shall terminate and be of no further force or effect.Except as may be otherwise provided,and regardless of when the Original Term actually
commences,if possession is not tendered to Lessee when required by this Lease and Lessee does not terminate this Lease,as aforesaid,the period free of the
obligation to pay Base Rent,if any,that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to
the period during which the Lessee would(lave otherwise enjoyed under the terms hereof,but minus any days of delay caused by the acts,changes or omissions
of Lessee,
4. Rent.
4.1 fleas Pont.Lessee shall pay Bass Rent and other rent or charges,as the same may be adjusted from time to time,to Lessor in lawful money of the
United States,without offset or deduction,on or before the day on which It Is due under the terms of this Lease.Base Hent and all other rent and charges for any
period during the term hereof which Is for less than one full month shall be prorated based upon the actual number of days of the month Involved.Payment of Bass
Rent and other charges shall be made to Lessor at its address stated heroin or to such other persons or at such other addresses as Lessor may from time to time
designate in writing to Lessee.
4.2 Common Arcs Operating Expenses.Lessee shall pay to Lessor during the term hereof,in addition to the Base Rent,Lessee's Share(as specified
In Paragraph 1,6(b))of all Common Area Operating Expenses,as hereinafter defined,during each calendar year of the term of this Lease,in accordance with the
following provisions:
(a) "Common Ares Operating Expenses"are defined,for purposes of this Lease,as all costs incurred by Lessor relating to the ownership and
operation of the Industrial Center,Including,but not limited to,the following:
(1) The operation,repair and maintenance,In neat,clean,good order and condition,of the following:
(as) The Common Areas,Including parking areas,loading and unloading areas,trash areas,roadways,sidewalks,walkways,park-
ways,driveways,landscaped areas,striping,bumpers,Irrigation systems,Common Area lighting facilities.fences and gates,elevators and roof.
(bb) Exterior signs and any tenant directories.
(cc) Fire detection and sprinkler systems.
(ii) The cost of water,gas,electricity and telephone to service the Common Areas,
(Iii) Trash disposal,property management and security services and the costs of any environmental Inspections.
(iv) Reserves set aside for maintenance and repair of Common Areas.
(v) Real Property Taxes(as defined In Paragraph 10.2)to be paid by Lessor for the building and the Common Areas under Paragraph 10
hereof.
(vi) The cost of the premiums for the Insurance policies maintained by Lessor under Paragraph 8 hereof.
(vil) Any deductible portion of an insured loss concerning the Building or the Common Areas,
(vial) Any other services to be provided by Lessor that are stated elsewhere In this Lease to be a Common Area Operating Expense.
(b) Any Common Area Operating Expenses and Real Property Taxes that we specifically attributable to the Building or to any other building in
the Industrial Center or to the operation,repair and maintenance thereof, shat}be allocated entirely to the Building or to such other building. However,any
Common Area Operating Expenses and Real Property Taxes that are not specifically attributable to the Building or to any other building or to the operation,repair
and maintenance thereof,shell be equitably allocated by Lessor to all buildings In the Industrial Center.
(c) The irfcfusion of the Improvements,facilities and services set forth in Subparagraph 4.2(a)shall not be deemed to impose an obligation upon
Lessor to either have said improvements or facilities or to provide those services unless the Industrial Center already has the same,Lessor already provides the
services,or Lessor has agreed elsewhere in this Lease to provide the same or some of them.
(d) Lessees Share of Common Area Operating Expenses shall be payable by Lessee within ten(10)days after a reasonably detailed statement
of actual expenses is presented to Lessee by Lessor.At Lessor's option,however,an amount may be estimated by Lessor from time to time of Lassie's Share of
annual Common Area Operating Expenses and the same shall be payable monthly or quarterly, as Lessor shall designate,during each 12-month period of the
Lease term,on the same day as the base Ment is due hereunder.Lessor shad deliver to Lasses within sixty(60)days after the expiration of each calendar year a
reasonably detailed statement showing Lessee's Share of the actual Common Areat3tferaling Expenses Incurred during the preceding year.If Lassie's payments
under this Paragraph 4.2(d)during said preceding year exceed Losses's Share as In gated on said statement,Losses shad be credited the amount of such over-
lnitlads:
MULTI-TENANT—MODIFIED NET
i
payment against Lessee's Share of Common Area Operating Expenses next becoming due.if Lessee's payments under flits Paragraph 4.2(d)during said preced-
ing year were less than Lesese's Share as indicated on said statement,Lessee shalt pay to Lessor the amount of the deficiency within ton(10)days attar delivery
by Lessor to Lessee of said statement.
S. Security Deposit.Lessee shall deposit with Lessor upon Losses's execution hereof the Security Deposit set forth in Paragraph 1.7 as security for Lessee's
faithful performance of Losses's obligations under this Lease.It Leasee fails to pay Base Ment or other rent or charges due hereunder,or otherwise Defaults under
this Lease(as defined In Paragraph 13.1),Lessor may use,apply or retain all or any portion of said Security Deposit for the payment of any amount due Lessor or
to reimburse or compensate Lessor for any liability,cost,expense,loss or damage(including attorneys'fees)which Lessor may suffer or incur by reason thereof.If
Lessor uses or applies all or any portion of said Security deposit,Lasses shall within ten(10)days after written request therefore deposit monies with Lessor suffi-
cient to restore said Security Deposit to the full amount required by this Lease.Any time the Mase Rent increases during the term of this Lease,Lessee shall,upon
written request from Lessor,deposit additional monies with Lessor as an addition to the Security Deposit so that the total amount of the Security Deposit shall at all
times bear the same proportion to the then current Base Ment as the Initial Security Deposit bears to the Initial Bass Rent set forth In Paragraph 1.5.Lessor shag
not be required to keep all or any part of the Security Deposit separate from Its general accounts.Lessor shall,at the expiration or earlier termination of the term
hereof and after Lessee has vacated the Premises,return to Lessers(or,at Lessor's option,to the last assignee,If any,of Lessee's Interest heroin),that portion of
the Security Deposit not used or applied by Lessor.Unless otherwise expressly agreed In writing by Lessor,no part of the Security Deposit shalt be considered to
be hold In trust,to bear Interest or other Increment for Its use,or to be prepayment for any monies to be paid by Lessee under this Lease.
6. Use.
61 Permitted Use. t
(a) Lessee shall use and'occupy the Promises only for the Permitted Use set forth in Paragraph 1.8,or any other legal use which is reasonably
comparable thereto,and for no other purpose.Lessee shall not use or permit the use of the Premises In a manner that is unlawful,creates waste or a nuisance,or
that disturbs owners and/or occupants of,or causes damage to the Premises or neighboring premises or properties.
(b) Lessor hereby agrees to not unreasonably withhold or delay its consent to any written request by Lessee.Lessee's assignees or subtenants,
and by prospective assignees and subtenants of'"
See, Its assigil'ees and subtenants,for a modification of said Permitted Use,so tong as the same will not
Impair the structural Integrity of the irnpri vements"!5n a Premises or in the Building or the mechanical or electrical systems thersin,does not conflict with uses by
other lessees,Is not significantly more burdensome to the Premises or the Building and the Improvements thereon,and Is otherwise permissible pursuant to this
Paragraph 6. If Lessor elects to withhold such consent, Lessor shall within five(5)business days after such request give a written notification of same,which
notice shall Include an explanation of Lessor's reasonable objections to the change In use.
6.2 Hazardous Substances.
(a) Reportable Uses Require Consent.The term"Hazardous Substance"as used In this Lease shall mean any product,substance,chemi-
cal,material or waste whose presence,nature,quantity and/or intensity of existence,use,manufacture,disposal,transportation,split,release or effect,either by
Itself or In combination with other materials expected to be on the Premises,is either:(I)potentially Injurious to the public health,safety or welfare,the environ-
ment,or the Premises;(ti)regulated or monitored by anygovarnmentai authority;or(iii)a basis for potential liability of Lessor to any governmental agency or third
party under any appilcebie statute or common law theory.Hazardous Substance shall include,but not be limited to,hydrocarbons,petroleum,gasoline.crude oil or
any products or by-products thereof.Lessee shall not engage in any activity in or about the Premises which constitutes a Reportable Use(as hereinafter defined)
of Hazardous Substances without the express prior written consent of Lessor and compliance in a timely manner(at Lessee's sole cost and expense)with all
Applicable Requirements(as defined In Paragraph 6,3)."Reportable Use"shelf mean(1)the installation or use of any above or below ground storage tank,(11)the
generation,possession,storage,use,transportation,or disposal of a Hazardous Substance that requires a permit from,or with respect to which a report,notice,
registration or business plan Is required to be filed with,any governmental authority,and(lit)the presence in,on or about the Premises of a Hazardous Substance
with respect to which any Applicable Laws require that a notice be given to persons entering or occupying the Premises or neighboring properties.Notwithstanding
the foregoing,Lessen may,without Lessor's prior consent,but upon notice to Lessor and In compliance with all Applicable Requirements,use any ordinary and
customary materials reasonably required to be used by Lessee in the normal course of the Permitted Use,so long as such use is not a Reportable Use and does
not expose the Premises or neighboring properties to any meaningful risk of contamination or damage or expose Lessor to any liability therefor.in addition,Lessor
may(but without any obligation to do so)condition Its consent to any Reportable Use of any Hazardous Substance by Lessee upon Losses's giving Lessor such
additional assurances as Lessor,In Its reasonable discretion,deems necessary to protect Itself,the public,the Premises and the environment against damage,
contamination or Injury aged/or liability therefor,including but not limited to the Installation(and,at Lessor's option,removal on or before Lease expiration or earlier
termination)of reasons*necessary protective modifications to the Premises(such as concrete encasements)and/or the deposit of an additional Security Deposit
under Paragraph 5 hereof.
(b) Duty to Inform Lessor.It Lessee knows,or has reasonable cause to behave,that a Hazardous Substance has come to be located In,on,
under or about the Premises or the Building,other than as previously consented to by Lessor,Lessee shalt immediately give Lessor written notice thereof,together
with a copy of any statement,report,notice,registration, application,permit,business plan,license,claim,action, or proceeding given to,or received from,any
governmental authority or private party ooncerning the presence,spill,release,discharge of,or exposure to,such Hazardous Substance including but not limited
to all such documents as may be Involved In any Reportable Use Involving the Premises.Losses shall not cause or permit any Hazardous Substance to be spilled
or released in,on,under or about the Premises(including,without limitation,through the plumbing or sanitary sewer system).
(c) Indemnification,Lessee shall Indemnity,pprrotect,defend and hold Lessor,Its agents,employees,leaders and ground lessor,if any,and the
Premises,harmless from and against any and all damages,habihtles,judgments,costs,claims,lions,expenses,penalties,loss of permits and attorneys'and con-
sultants'fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Losses or by anyone under Lessee's control, Lessee's
obligations under this Paragraph 6.2(c)shah Include,but not be limited to,the effects of any contamination or injury to person,property or the environment created
or suffered by Lessee,and the cost of Investigation(including consultants"and attorneys'fees and testing),removal, remediation, restoration and/or abatement
thereof,or of any contamination therein Involved,and shall survive the expiration or earlier termination of this Lease.No termination,cancellation or releaase agree-
ment entered into by Lessor and Lessee shall release Lessen from Its obligations under this Lease with respect to Hazardous Substances,unless specifically so
agreed by Lessor In writing at the time of such agreement.
6.3 Lessee's CrstnjAlsnce with Requirements.Lessee shah,at Lessee's sole cost and expense,fully,diligently and In a timely manner,comply with all
"Applicable Requirements, which term to used In this Lease to mean all taws,rules,regulations,ordinances,directives,covenants,easements and restrictions
of record,permits,the requirements of any applicable fire Insurance underwriter or rating bureau,and the recommendations of Lessor's engineers and/or consul-
tants,rotating in any manner to the Premises(including but not limited to matters pertaining to(I)industrial hygiene,(it)environmental conditions on,In,under or
about the Premises, including soil and groundwater conditions,and(hi)the use,generation, manufacture,production,installation, maintenance, removal, trans•
portation,storage,split,or release of any Hazardous Substance),now In effect or which may hereafter come Into effect.Lessee shall,within five(5)days after
receipt of Lessor's written request,provide Lessor with copies of all documents and information,Including but not limited to permits,registrations,manifests,appli-
cations,reports and cortificates,evidencing Lessee's compliance with any Applicable Rsquirements specified by Lessor,and shall Immediately upon receipt,notify
Lessor in writing(with copies of any documents involved)of any threatened or actual claim,notice,citation,warning,complaint or report pertaining to or involving
failure by Lessee or the Promises to comply with any Applicable Requirements,
6.4 Inspection;Compliance with Law.Lessor,Lessor's agents,employees,contractors and designated representatives,and the holders of any mort-
gages,
orngages,deeds of trust or ground leases on the Premises("Lenders")shall have the right,to enter the Premises at any time In the case of an emergency,and other-
wise at reasonable times,for the purpose of lnapecttng the condition of the Premises and for verifying compliance by Lessee with this Lease and all Applicable
Requirements (as defined In Paragraph 6.3), and Lessor shall be entitled to employ experts and/or consultants in connection therewith to advise Lessor with
respect to Lessee's activities.Including but not limited to Lessee's installation,operation,use,monitoring,maintenance,or removal of any Hazardous Substance
on or from the Premises.The costs and expenses of any such inspections shall be paid by the party requesting same,unless a Default or Breach of this Lease by
Losses or a violation of Appifcabie Requirements or a contamination,caused or materially contributed to by Lessee,Is found to exist or to be Imminent,or unless
the Inspection is requested or ordered by a governmental authority as the result of any such existing;or Imminent violation or contamination.In such case,Lessee
shah upon request reimburse Lessor or Lessor's Lender,as the case may be,for the costs and expenses of such Inspections.
T. Maintenance,Repairs,utility Installations,Trade Fixtures and Alterations.
7.1 Lessee's Obi€gallons.
(a) Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance with Covenants. Restrictions and Building Code), 7.2 (Lessor's
Obligations),9(Damage or Destruction),and 14(Condemnation),Lessee shall,at Lessee's sole cost and expense and at all times,keep the Promises and every
part thereof in good order,condition and repair(whether or not such portion of the Promises 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 Lessee's use,any prior}ase,the elements or the age of such por.
tion of the Promises),Including,without limiting the generality of the foregoing,all equipment or facilities specifically serving the Promises,such as plumbing,heat-
ing,air conditioning,ventilating,electrical,Itt`ggMing facilities,boilers,fired or unfired pressure vessels,fire hose connections If within the Premises,fixtures,Interior
walls,Interior surfaces of exterior walls,coifings,floors,windows,doors,plate glass,and skylights,but excluding any Items which are the responsibility,of Lessor
pursuant to Paragraph 7.2 below.Losses,In keeping the Premises In good order,condition and repair,shall exercise and perform good maintenance practices.
Lessee's obligations shall include restorations,replacements or renewals when necessary to keep the Promises and all improvements thereon or a part thereof In
good order,condition and state of repair.
(b) Losses shall,at Lessee's sole cost and expense,procure and maintain a contract,with copies to Lessor,In customary form and substance
for and with a contractor specializing and experienced In the Inspection,maintenance and service of the heating,air conditioning and ventilation system for the
Premises,However,Lessor reserves the right,upon notice to Lessee,to procure and maintain the contract for the heating,air conditioning and ventilating systems,
and if Lessor so elects,Lasses shah reimburse Lessor,upon demand,for the cost thereof.
(c) If Losses fails to perform Losses's obligations under this Paragraph 7,1.Lessor may enter upon the Promises after ten(10)days'prior writ-
ten notice to Lessee(except In the case of an emergency,in which case no notice shah be required),perform such obligations on Lessee's behalf,and put the
Promises in good order,condition and repair,ii
datection systems and equipment,fire hydrants;parking lots,walkways,parkways,driveways,landscaping,fences,signs and utility systems serving the Common
Areas and all parts thereof,as well as providing:the services for which there is a Common Area Operating Expense pursuant to Paragraph 4.2,Lessor shall not be
obligated to paint the exterior or interior surfaces of exterior walls nor shall Lessor be obligated to maintain,repair or replace windows,doors or plate glass of the
Premises.Lessee expressly waives the benefit of any statute now on hereafter In effect which would otherwise afford Lessee the right to make repairs at Lessor's
expense or to terminate this Lease because of Lessor's failure to keep the Building,Industrial Center or Common Areas In good order,condition and repair.
7.3 Utility Installations,Trade Fixtures,Alterations.
(a) Definitions,Consent Required.The term"utility installations"Is used In this Lease to refer to all air lines,power panels,electrical distrib-
ution,security,fire protection systems,communications systems,fighting fixtures,heating,ventilating and air conditioning epuiptnent,plumbing,and fencing In,on
or about the Premises.The term"Trsde Fixtures"shelf mean Lessee's machinery and equipment which cats lie removed without doing material damage to the
Premises.The term"Alteratione"shall moan any modification of the Improvements on the Premises which are provided by Lessor under the terms of this Lease,
other than Utility Installations or'trade Fixtures. "Lessse-Owned Alterstions and/or Utility installations"are defined as Alterations and/or utility Installations
made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a), Lessee shall not make nor cause to be made any Alterations or utility
Installations in,on,under or about the Premises without Lessor's prior written consent.Lessee may,however,make non-structural utility Installations to the Interior
of the Premises(excluding the roof)without Lessor's consent but upon notice to Lessor,so long as they are not visible from the outside of the Premises,do not
involve puncturing,relocating or removing the roof or any existing walls,or changing or interfering with the fire sprinkler or fire detection systems and the cumula-
five wet thereof during the term of this Lease as extended does not exceed$2,500.00.
(b) Consent.Any Alterations or Utility Installations that Lessee shalt desire to make and which require the consent of the Lessor shall be pre-
sented to Lessor in written form with detailed plans.Ali confients given by Lessor,whether by virtue of Paragraph 7.3(a)or by subsequent specific consent,shall
be deemed conditioned upon:(I)Lessee's acquiring sit applicable permits rewired by governmental authorities:(0)the Iumishing of copies of such permits togeth-
er with a copy of the plans and specifications for the Alteration or Utility Installation to Lessor prior to commencement of the work thereon;and(III)the compliance
by Lessee with all conditions of said portraits In a prompt and expeditious manner,Any Alterations or Utility Installations by Lessee during the term of this Lease
shall be dons In a good and workmanlike marine with good And sufficient materials,and be incompliance with all Applicable Requirements.Lasses shall promptly
upon completion thereof furnish Lessor with asibUµt pians and specifications therefor.Lessor may, (but without obligation to do so)condition its consent to any
requested Alteration or Utility Installation that costs—$2,500.00 or more upon Lessee's providing Lessor with a lien and completion bond in an amount equal to one
and one-half times the estimated cost of such Alteration or Utility Installation,
(c) Lien Protection.Lessee shall pay when due all claims for labor or materials furnished or alleged to have boon furnished to or for Lessee at
or for use on the Premises,which claims are or may be secured by any mechanic's or materialmen's lien against the Premises or any interest therein.Lessee shall
give Lessor not less than ten(10)days' notice prior to the commencement of any work in,on, or about the Premises, and Lessor shall have the right to post
notices of non-responsiblgffy In or on the Premises as provided by law. It Lessee shall,in good faith,contest the validity of any such lien,claim or demand,then
Lessee shall,at Its sole expense,defend and protect Itself,Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that
may be rendered thereon before the enforcement thereof against the Lessor or the Premises,If Lessor shall require,Lessee shall furnish to Lessor a surety bond
satisfactory to Lessor in an amount equal to one and one-half times the amount of such contented lien claim or demand,indemnifying Lessor against liability for
the same,as required by law for the holding of the Premises free from the effect of such lien or claim,in addition,Lessor may require Lessee to pay Lessor's attor-
neys'fees and costs In participating In such action it Lessor shall decide It Is to its gest Interest to do so.
7.4 Ownership,Removal,Surrender,and Restoration.
(a) Ownership.Subject to Lessor's right to require their removal and to cause Lessee to become the owner thereof as hereinafter provided in
this Paragraph 7.4,all Alterations and Utility Installations made to the Promises by Lessee shall be the property of and owned by Lessee,but considered a part of
the Premises.Lessor may,at any time and at its option,elect In writing to Lessee to be the owner of all or any specified part of the Lessee-Owned Alterations and
Utility Installations. unless otherwise instructed per Subparagraph 7.4(b)hereof,all Lessee-Owned Alterations and utility Installations shalt,at the expiration or
eadler termination of this Lease,become the property of Lessor and remain upon the Promises and be surrendered with the Premises by Lessee.
(b) Removal.Unless otherwise agreed In writing,Lessor may require that any or all Lessee-Owned Alterations or Utility Installations be removed
by the expiration or earlier tormtriatlon of this Lease,notwithstandin0 that their installation may have been consented to by Lessor.Lessor may require the removal
at any time of all or any part of any Alterations or Utility Installations made without the required consent of Lessor
(c) Surrender/Reatoration.Lessee shall surrender the Premises by the and of the last day of the Lease term or any earlier termination date,
clean and free of debris and in good operating order,condition and slate of repair,ordinary wear and tear excepted.Ordinary wear and tear shall not include any
damage or deterioration that would have been prevented by good maintenance practice or by Lessee performing all of Its obligations under this Lease.Except as
otherwise agreed or specified herein,the Premises,as surrendered,shall Include the Alterations and Utility Installations.The obligation of Lessee shall Include the
repair of any damage occasioned by the Installation,maintenance or removal of Lessee's Trade Fixtures,furnishings,equipment,and Lessee-Owned Alterations
and Utility Installations,as wall as the removal of any storage tank Installed by or for Lessee,and the removal,replacement,or remediation of any soil,material or
ground water contaminated by Lessee,all as may then be required by Applicable Requirements and/or good practice. Lessee's Trade Fixtures shall remain the
property of Lessee and shall be removed by Losses subject to Its obligation to repair and restore the Premises per this Lease.
8. Insurance;indemnity.
8.1 Payment of Premiums.The cost of the premiums for the Insurance policies maintained by Lessor under this Paragraph 8 shall be a Common Area
Operating Expense pursuant to Paragraph#4.2 hereof.Premiums for policy periods commencing prior to,or extending beyond,the term of this Lease shall be pro-
rated to coincide with the corresponding Cs)mmencoment Orate or Expiration hate.
8.2 Liability Insurance.
(a) Carried by Lessee.Lessee shall obtain and keep In force during the term of this Lease a Commercial General Liability policy of insurance
protecting Lessee,Lessor and any Lenders)whose names have been provided to Lessee in writing(as additional insureds)against claims for bodily Injury,per-
sonal injury and property damage based upon,Involving or arising out of the ownership,use,occupancy or maintenance of the Premises and ail areas appurtenant
thereto.Such insurance shall be on an occurrence basis providing single limit coverage In an amount not less than$1,000,000 per occurrence with an"Additional
Insured-Managers or Lessors of Premisss'tendorsement and contain the'Amendment of the Pollution Exclusion"endorsement for damage caused by heat,smoke
or fumes from a hostile fire.The policy shall not contain any Intra-insured exclusions as between Insured persons or organizations,but shall Include coverage for
liability assumed under this Lease as an"Insured contract"for the performance of Lessee's Indemnify obligations under this Lease.The limits of said Insurance
required by this Lease or as carried by Lessee shall not,however,limit the liability of Lessee nor relieve Lessee of any obligation hereunder.All insurance to be
carried by Lessee shall be primary to and not contributory with any similar insurance carried by Lessor,whose insurance shall be considered excess insurance only.
(b) Carried by Lsissor.Lessor shall also maintain liability Insurance described In Paragraph 8.2(a)above,in addition to and not in lieu of,the
Insurance required to be maintained by Lessee.Lessee shall not be named as an additional insured therein.
8.3 Property InsuranwBullding,Improvements and mental Value.
(a) Building and Improvers.Lessor shall obtain and keep in force during the term of this Lease a policy or policies in the name of Lessor,
with loss payable to Lessor and to any Lendodsl,Insuring against loss or damage to the Premises.Such Insurance shall be for full repfacement cost,as the same
shall exist from time to time,or the amount raquttred by any Lander(&),but in no event more than the commercially reasonable and available Insurable value there-
of If.by reason of the unique nature or age of the Improvements Involved,such latter amount is less than full replacement(cast.Lessee-Owned Alterations and
Utility Installations,Trade Fixtures and Lessee's personal property shall be insured by Lessee pursuant to Paragraph 8.4.If the coverage Is available and c ommer-
ciatty appropriate,Lessor's policy or policies shall Insure against all risks of direct physical loss or damage(except the perils of flood and/or earthquake unless
required by a Lender),Including coverage for any additional costs resulting from debris removal and reasonable amounts of coverage for the enforcement of any
ordinance or law regulating the recons#ruotIon or replacement of arty undamaged sections of the Building required to be demolished or removed by reason of the
enforcement of any building,zoning,safety or land use laws as the result of a covered loss,but not including plate glass insurance.Said policy or policies shall
also contain an agreed valuation provision in lieu of any co-insurance clause,waiver of subrogation,and inflation guard protection causing an increase In the annu-
al property insurance coverage amount by a factor of not less than the adjusted U.S.Department of Labor Consumer Price Index for Ali Urban Consumers for the
city nearest to where the Promises are located.
(b) Rental Value.Lessor shall also obtain and keep in force during the term of this Lease a policy or policies in the name of Lessor,with loss
payable to Lessor and any Lender(s),Insuring the We of the full rental and other charges payable by all lessees of the Building to Lessor for one year(including
all Beal Property Taxes,insurance costs,all Compton Area Operating Expenses and any scheduled rental increases). Said Insurance may provide that in the
event the Lease is terminated by reason of an Insured loss,the period of indemnity for such coverage shall be extended beyond the date of the completion of
repairs or replacement of the Premises,to provide for one full year's loss of rental revenues from the date of any such loss.Said Insurance shall contain an agreed
valuation provision In lieu of any co-insurance clause,and the amount of coverage shaft be adjusted annually to reflect the projected rental income,Real Property
Taxes,Insurance premium costs and other expenses,If any,otherwise payable,for the next 12-month period.Common Area Operating Expenses shall Include any
deductible amount In the event of such foss.
(c) Adjacent Premises.Lessee shall pay for any Increase in the premiums for the property insurance of the Building and for the Common Areas
or other buildings In the industrial Center It said Increase Is caused by Lessee's acts,omissions,use or occupancy of the Premises.
(d) Lessee's Improvements.Since Lessor Is the Insuring Party,Lessor shall not be required to Insure Lessee-Owned Alterations and Utility
Installations unless the item In question has become the property of Lessor under the terms of this Lease.
8.4 Lessee's Property Insurance. Subject to the requirements of Paragraph 8.5, Lessee at its cost shall either by separate policy or, at Lessor's
option, by endorsement to a policy already carried, maintain Insurance coverage on all of Lessee's personal property, Trade Fixtures and Lessse-Owned
Alterations and Utility installations in,on,or about the Promises similar in coverage to that carried by Lessor as the insuring Party under Paragraph 8.3(a).Such
insurance shall be full replacement cost coverage with a deductible riot to exceed$1,000 per occurrence.The proceeds from any such insurance shall be used by
Lessee for the replacement of.personal property and the restoration of Trade Fixtures and Lessee-Owned Alterations and Utility installations,Upon request from
Lessor,Lasses shall provide Lessor with written evidence that such Insurance Is In force.
8.5 lnsurarfcs Poltclss.Insurance required hereunder shall be in companies duly licensed to transact business In the state where the Premises are
located,and maintaining during the policy terra a*General Policyholders fisting"of at least B+.V,or such other rating as may be required by a Lender,as set forth
In the most current Issue of"Best's Insurance Guide."Lessee&hall not do or permit to be done anything which shall invalidate the Insurances policies taloned to In
Initials: _
MULTI-TENANT—MODiFIE,D NET
0 Amarinar+Indisatrial Raaf Patna Aca—lati—t001
I
I
this Paragraph 8.Lessee shall cause to to delivered to Lessor,within seven(7)days after the earlier of the Early Possession Date or the Commencement Crate,
certified"as of,or certificates evidencing the existence and amounts of,the Insurance required under Paragraph 8.2(a)and 8.4,No such policy shall be cance-
lable or subject to modification except after thirty(30)days'prior written notice to Lessor.Lessee shall at least thirty+(30)days prior to the expiration of such poo-
Iles,fumish Lessor with evidence of renewals or"insurance binders"evidencing renewal thereof,or Lessor may order such Insurance and charge the cost thereof
to Lessee,which amount shall be payable by Lassoo to lessor upon demand.
8.6 Waiver of Subroptton.Without affecting any other rights or remedies,Lessen and Lessor each hereby release and relieve the other,and waive
their entire right to recover damages{whether in contract or in tort)against the other,for loss or damage to their property arising out of or incident to the perils
required to be Insured against under krsgraph S.The effect of such releases and waivers of the right to recover damages shall not be limited bye the amount of
Insurance carried or required,or by any deductibles applicable thereto.Lessor and Lessee agree to have their respective Insurance companies by'
property
damage Insurance waive any right to subrogation that such companies may have against Lessor or Lessee,as the case may be,so long as the Insurance is not
Invalidated thereby.
8.7 irxdemnity. Except for Lesso)'s negligence and/or breach of express warranties, Lessee shall Indemnify, protect, defend and hold harmless the
Premises,Lessor and Its agents,Lessor's"star or ground lessor,partners and Lenders,from and against any and all claims,lass of rents and/or damages,
costs,lions,judgments,penalties,loss of permits,attorneys'and consultants'fees,expenses and/or liabilities arising out of,involving,or In connection with,the
occupancy of the Premises by Lessee,the conduct of Lessee's business,any act,omission or neglect of Lessee,Its agents,contractors,employees or invitees,
and out of any Default or Breach by Lsssesl In the performance In a timely manner of any obligation on Lessee's part to be performed under this L ase.The fore-
going shall Include,but not be limitedto,file detente or pursuit of any claim or any action or proceeding Involved therein,and whether or not(in the case of claims
made against Lessor)litigated and/or reduced to judgment,in case any action or proceeding be brought against Lessor by reason of any of the for ging matters,
Lessee upon notice from Lessor shah defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee
In such defense,Lessor need not have fist Oald any such claim In order to be so Indemnified.
8.8 Exemption of Lessor from Liability.Lessor shall not be liable for Injury or damage to the person or goods,wares,merchandise or;other property
of Lessee,Lessee's employees,contractors,invitees,customers,or any other person In or about the Premises,whether such damage or injury Is caused by or
results from fire,steam,electricity,gas,water or rafll,z or from the breakage,leaks obstruction or other defects of pipes,fire sprinklers,wires,appliances,plumb-
ing,air conditioning or lighting fixtures,or from any'.0ther cause,whether said inI ty or damage results from conditions arising upon the Premises/or upon other
portions of the Building of which the Premises are a part,from other sources or places, anti regardless of whether the cause of such damage or injury or the
means of repairing the same€s accessible or not.Lessor shall not be liable for any damages arising from any act or neglect of any other lessee of Lessor nor from
the failure by Lessor to enforce the provisions of any other lease In the Industrial Center.Notwithstanding Lessor's negligence or breach of this Leas,Lessor shall
under no circumstances be liable for Injury to Lessee's business or for any loss of Income or profit therefrom.
8, damage or Destruction,
9.1 Definitions.
(a) "Promises Partial Damage" shall mean damage or destruction to the Promises, other than Lessee-Owned Alterations and Utility
Installations,the repair cast of which damage or destruction Is less than fifty percent(50%)of the than Replacement Cost(as defined in Paragraph 9.1(d))of the
Premises(excluding Lessee-Owned Alterations and Utility installations and Trade f=ixtures)Immediately prior to such damage or destruction,
(b) "Premises Total Da truction" shall mean damage or destruction to the Premises, other than Lessee-Owned Aheratipris and Utility
Installations, the repair cost of which damage or destruction Is fifty percent(50°x,)or more of the then Replacement Cast of the Premises(exc#pding Lessee-
Owned Alterations and Utioty Installations and Trade Fixtures)Immediately prior to such damage or destruction.In addition,damage or destruction to the Building,
other than Lessee-Owned Alterations and Utility Installations and Trade Fixtures of any lessees of the Building,the cost of which damage or destruction is fifty per-
cant(50%)or more of the then Replacement Cost(excluding Lessee-Owned Alterations and Utility Installations and Trade Fixtures of any lessees of the Building)
of the Building shall,at the option of Lessor,be deemed to be Premises Total Destruction.
(c) "Insured Loss"shall mean damage or destruction to the Premises,other than Lessee-Ownad Alterations and Utility Installations and Trade
Fixtures,which was caused by an event required to be covered by the Insurance described in Paragraph 8.3(a)irrespective of any deductible amounts or coverage
limits involved.
(d) "Replacement Cost"shall mean the cost to repair or rebuild the Improvements owned by Lessor at the time of the occurrence.to their condi-
tion existing Immediately prior thereto,Including demolition,debris removal and upgrading required by the operation of applicable building codes,;ordlnances or
laws,and without deduction for depreciation.
(e) "Hazardous Substance Condition"shall mean the occurrence or discovery of a condition Involving the presence of,or a contamination by,
a Hazardous Substance as defined in Paragraph 6.2(a),In,on,or under the Promisee,
9.2 Promises Partial Damage•Insured Loss.If Promises Partial Ramage that Is an Insured Loss occurs, then Lessor shall, at Lessor's expense,
repair such damage(but not Lessee's Trade Fixtures or Lessee-Owned Alterations and Uglify Installations)as soon as reasonab#ypossible and this Lease shall
continue in full force and effect.In the event,however,that there is a shortage of insurance proceeds and such shortage Is due to the fact that,by reason of the
unique nature of the Improvements in the Premises,full replacement cost Insurance coverage was not commercially reasonable and available,Lessor shall have
no obligation to pay for the shortage in Insurance proceeds or to fully restore the unique aspects of the Premises unless Lasses provides Lessor with the funds to
cover same,or adequate assurance thereof,within ten(10)days following receipt of written notice of such shortage and request therefor.If Lessor'receives said
funds or adequate assurance thereof within said ten(10)day period,Lessor shall complete them as soon as reasonably possible and this Lease shall remain in full
force and effect.If Lessor does not receive such funds or assurance within said period,Lessor may nevertheless elect by written notice to Lessee within ten(10)
days thereafter to make such restoration and repair as is commercially reasonable with Lessor paying any shortage In proceeds,in which case this Lease shall
remain in full force and effect.if Lessor does not receive such funds at assurance within such ten(10)day period,and It Lessor does not so elect'to restore and
repair,then this Lease shall terminate sixty(60)days following the occurrence of the damage or destruction.Unless otherwise agreed, Lessee shall in no event
have any right to reimbursement from Lessor for any funds contributed by Lessee to repair any such damage or destruction.Premises Partial Damaga due to flood
or earthquake,shall be subject to Paraggrraph 9,3 rather than Paragraph 9.2,notwithstanding that there may be some Insurance coverage,but the net proceeds of
any such insurance shall be made avallable for the*repairs it made by either Party.
9.3 Partial Damage-Unlnsurad Loss.It Premises Partial Damage that Is not an Insured Loss occurs,unless caused by a negligent or willful act of
Lessee(in which event Lessee shall make the repairs at Leases's expense and this Lease shall continue in full force and affect),Lessor may at Lessor's option,
either(1)repair such damage as soon as reasonably possible at Lessor's expense,in which event this Lease shall continue in full force and effect,or(h)give writ-
ten notice to Lessee within thirty(30)days after receipt by Lessor of knowledge of the occurrence of such damage of Lessor's desire to terminate this Lease as of
the date sixty(60)days following the date 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 after the receipt of such notice to give written notice to Lessor of Lessee's commitment to pay for the repair of Isuch damage
totally at Lessee's expense and without reimbursement from Lessor.Lessee shah provide Lessor with the required funds or satisfactory assurancel thereof within
thirty(30)days following such commitment from Lessee. In such event this Lease shall continue In full force and effect,and Lessor shall proceed Ito make such
repairs as soon as reasonably possible after the required funds are available.If Lessee does not give such notice and provide the funds or assurance thereof with-
In the times specified above,this Lease shall terminate as of the date specified in Lessor's notice of termination. 1
9.4 'Total Destruction, Notwithstanding any either provision hereof, it Premises Total Destruction occurs (including 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 damo�a or destruc-
tion Is an Insured Loss or was caused by a negligent or willful act of Lessee.In the event,however,that the damage or destruction was caused by Lesses,Lessor
shall have the right to recover Lessor's damages from Lessee except as released and waived in Paragraph 9.7.
9.5 Damage Rear End of Term.If at any time during the last six (6) months of the term of this Lease there is damage for which the cost to repair
exceeds one month's Base Rent,whether or not an insured Loss,Lessor may,at Lessor's option,terminate this Lease effective sixty(60)days follt wing the data
of occurrence of such damage by giving written notice to Lessee of Lessor's election to do so within thirty(30)days after the date of occurrence of such damage,
Provided,however,if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises,then Lasses may preserve this Lease by
(a)exercising such option,and(b)providing Lessor with any shortage In insurance proceeds(or adequate assurance thereof)needed to make the repairs on or
before the earlier of(I)the date which Is ten(10)days after Lessee's receipt of Lessor's written notice purporting to terminate this Lease,or(11)the ray prior to the
date upon which such option expires.If Lessee duty exercises such option during such period and provides Lessor with funds(or adequate assura,ltee thereof)to
cover any shortage in Insurance proceeds,Lessor shall,at Lessor's expense repair such damage as soon as reasonably possible and this Lease stlall continue in
full force and effect.If lessee falls to exercise such option and provide such funds or assurance during such period,then this Lease shah terminate:as of the date
set forth in the first sentence of this Paragraph 5.5,
9.8 Abatement of Rant,Lossaa's Remedies.
(a) in the event of(1)Promises Partial Damage or(11)Hazardous Substance Condition for which Losses is not legally responsible,the Base Rent,
Common Area Operating Expenses and other charges,if any,payable by Losses hereunder for the period during which such damage or condition,It repair,remo-
illation or restoration continues,shall be abated in proportion to the degree to which Losses's use of the Premises Is impaired,but not In excess of roc4 ads from
Insurance required to be carried under Paragraph 8,3(b). Except for abatement of Base Rent,Common Area Operating Expenses and other char as,It any, as
aforesaid,all other obligations of Losses hereunder shall be performed by Lessee,and Lessee shall have no claim against Lessor for any damage suffered by rea-
son of any such damage,destruction,repair,remediation or restoration,
(b) If Lessor shall be obligated to repair or restore the Promises under the provisions of this Paragraph 9 and shall not commence;in a substan-
tial and meaningful way,the repair or restoration of the Promises within ninety(90)days after such obligation shah accrue,Lessee may,at any too prior to the
commencement of such repair or restoration,give written notice to Lessor and to any Lenders of which Lessee has actual notice of Lessee's electin to terminate
this Lease on a date not Was than sixty(I y,gays following the giving of such notloss.It Lessss gives such notice to Lessor and such Lenders and such repair or
restoration is not commenced within thirty(30)days lifter receipt of such notice,this Loatio shah terminate as of the date specified In said notice.€f Lessor or a
Lander commences the repair or restoration of the Promises within thirty(30)days niter the recelpt of such notice,this Lease shall continue in full f ce and effect.
"Commence"as used in this Paragraph 9,6 shall mean either the uncondltional authorization of the preparation of the required pians,or the beglnnl g of the actu,
at work on the Promises,whichever occurs first,
9.7 Hazardous Substanoo Conditions. If a Hazardous Substance Condition occurs, unless Lessee Is legally responsible therefor(in which case
Losses shall make the investigation and romedlation thereof required by Applicable Requirements and this Lease shall continue in full force and effect,but subject
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0 American Industrial Real Estate Association 1993
to Lessor's rights under Paragraph 6.2(e) and Paragraph 13), Lessor may at Lessor's option either(1)investigate and remediate such Hazardous Substance
Condition,it required,as soon as reasonably possible at Lessor's expense,in which event this Lease shall continue in full force and effect,or(i#)It the estimated
cost to Investigate and remediate such condition exceeds twelve(12)times the then monthly Base Tient or$100,000 whichever Is greater,give written notice to
Lessee within thirty(30)days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition of Lessor's desire to terminate this
Lease as of the date sixty(60)days following the date 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 after the receipt of such notice to give written notice to Lessor of Lessee's commitment to pay for the excess costs
of(a) investigation and remediation of such Hazardous Substance Condition to the extent required by Applicable Requirements,over(b) an amount equal to
twelve(12)times the than monthly Bass Rent or$100,000,whichever is greater.Lessee shall provide Lessor with the funds required of Lessee or satisfactory
assurance thereof within thirty(30)days following said commitment by Lessee.In such event this Lease shall continue in full force and effect,and Lessor shall pro-
ceed to make such Investigation and remediation as soon as reasonably possible after the required funds are available.It Lessee does not give such notice and
provide the required funds or assurance thereof within the time period specified above,this Lease shall terminate as of the data specified in Lessor's notice of ter-
mination,
9.8 Torrrtination-Advance Payments.Upon termination of this Lease pursuant to this Paragraph 9,Lessor shall return to Lessee any advance payment
made by Lessee to Lessor and so much of Lessee's Security Deposit as has not been,or Is not then required to be,used by Lessor under the terms of this Lease,
9.9 Waiver of Statutes.Lessor and Losses agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Promises and
the Building with respect to the termination of this Lease and hereby waive the provisions of any present or future statute to the extent It Is Inconsistent herewith.
10, Real Prop"Taxes.
10.1 Payment of Taxol.Lessor shalt pay the Real Property Taxes,as defined in Paragraph 10,2,applicable to the Industrial Center,and except as oth-
erwiss provided in Paragraph 10.3,any such amounts shalt be included In the calculation of Common Area Operating Expanses in accordance with the provisions
of paragraph 4.2.
10.2 lural Property Tax Definition.As,used herein,the term"Beal Property Tastes"shall include any form of real estate tax or assessment,general,
special,ordinary or extraordinary,and any ilcenti4ee,commercial rental tax,improvement bond or bonds,levy or tax(other than inheritance,personal income or
estate taxes)Imposed upon the Industrial Center by any authority having the direct or indirect power to tax,including any city,state or federal government,or any
school, agricultural,sanitary,fire, street,drainage,or other Improvement district thereof, levied against any legal or equitable Interest of Lessor In the Industrial
Center or any portion thersol,Lessor's right to rent or other income therefrom,and/or Lessor's business of leasing the Premises.The term"Real Property Taxes"
shall also include any tax,fee,levy,assessment or charge,or any increase therein,imposed by reason of events occurring,or changes In Applicable Law taking
effect,during the term of this Lease,Including but not limited to a change In the ownership of the Industrial Center or in the improvements thereon,the execution of
this Lease.or any modification,amendment or transfer thereof,and whether or not contemplated by the Parties.In calculating Real Property Taxes for any calen-
dar year,the Real Property Taxes for any real estate tax year shalt be Included in the calculation of Weal Property Taxes for such calendar year based upon the
number of days which such calendar year and tact year have In common.
10.3 Additionst Improvements.Common Area Operating Expenses shall not Include Weal Property Taxes specified In the tax assessor's records and
work shoots as being caused by additional Improvements placed upon the Industrial Center by other lessees or by Lessor for the exclusive enjoyment of such
other lessees.Notwithstanding Paragraph 10.1 hereof,Lessee shall,however,pay to Lessor at the time Common Area Operating Expenses are payable under
Paragraph 4.2,the entirety of any Increase in Real Property Taxes if assessed solely by reason of Alterations,Trade Fixtures or Utility Installations placed upon the
Promises by Lessee or at Lessee's request.
10.4 Joint Assessment.If the Building Is not separately assessed,Real Property Taxes allocated to the Building shall be an equitable proportion of the
Real Property Taxes for all of the land and improvements Included within the tax parcel assessed,such proportion to be determined by Lessor from the respective
valuations assigned In the assessor's work sheets or such other Information as may be reasonably available.Lessor's reasonable determination thereof,In good
faith,shalt be conclusive.
10.5 Lossoe's Prop"Taxes.Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee-Owned Alterations and Utility
Installations,Trade Fixtures,fumishinga,equipment and ail personal property of Lessee contained In the Promises or stored within the Industrial Center.When
possible, Lessee strait cause Its Lessee-Owned Alterations and Utility Installations.Trade Fixtures,furnishings,equipment and all other personal property to be
assessed and billed separately from the real properly of Lessor.If any of Lessee's said property shall be assessed with Lessor's real property,Lessee shall pay
Lessor the taxes attributable to Lessee's property within ten(10)days after receipt of a written statement setting forth the taxes applicable to Lessee's property.
11. Utilities.Lessee shall pay directly for all utilities and services supplied to the Premises,Including but not limited to electricity,telephone,security gas and
cleaning of the Promises,together with any taxes thereon.if any such uti ifies or services are not separately metered to the Premises or separately billed to the
Promises,Lessee shall pay to Lessor a reasonable proportion to be determined by Lessor of all such charges jointly metered or billed with other premises in the
BuildIng,In the manner and within the time periods set forth In Paragraph 4,2(d).
12. Assignment and Subletting.
12.1 lessor's Consent Required.
(a) Lessee shall not voluntarily or by operation of law assign,transfer,mortgage or otherwise transfer or encumber(collectively,'assign")or sub-
let all or any part of Lessee's interest in thiel Lease or In the Promises without Lessor's prior written consent given under and subject to the terms of Paragraph 36.
(b) A change In the control of Losses shall constitute an assignment requiring Lessor's consent.The transfer,on a cumulative basis,of twenty-
five percent(25%)or more of the voting control of Lessee shall constitute a change In control for this purpose,
(c) The Involvement of lessee or its assets in any transaction,or series of transactions(by way of merger,sale,acquisition,financing,retinanc-
ing,transfer,leveraged buy-out or otherwise),whether or not a formal assignment or hypothecation of this Lease or Lessee's assets occurs,which results or will
result in a reduction of the Not Worth of Lessee,as hereinafter defined,by an amount equal to or greater than twenty-five percent(25%)of such Net Worth of
Lessee as it was represented to lessor at the time of full execution and delivery of this Lease or at the time of the most recent assignment to which Lessor has
consented,or as It exists Immediately prior to said transaction or transactions constituting such reduction,at whichever time said Net Worth of Losses was or Is
greater,shall be considered an assignment of this Lease by Lessee to which Lessor may reasonably withhold its consent."Not'Wvtth of Losses"for purposes of
this Lease shall be the not worth of lessee(excluding any guarantors)established under generally accepted accounting principles consistently applied.
(d) An assignment or subletting of Lessee's Interest In this Lease without Lessor's specific prior written consent shall,at Lessor's option,be a
Default curable after notice per Paragraph 13.1,or a non-curable Breach without the necessity of any notice and grace period.It Lessor elects to treat such uncon-
sented to assignment or subletting as a non-curable Breach,Lessor shall have the right to either:(1)terminate this Lease,or(it)upon thirty(30)days'written notice
("Lessor's Notice"),Increase the monthly fuse Rent tot the Premises to the greater of the then fair market rental value of the Premises,as reasonshfy deter-
mitred by Lessor,or one hundred ton percent(1109'®)Of the Base Tient then In effect. Pending determination of the now fair market rental value, 9 disputed by
Losses,Lessen shall pay the amount set forth In Lessor's Notice,with any overpayment credited against the next Installment(s)of Base Rent coming due,and any
underpayment for the period retroactively to the effective date of the adjustment being due and payable Immediately upon the determination thereof.further,in the
event of such Breach and rental adjustment.,(i)the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to
the then fair market value as reasonably d adjustment.,
by Lessor(without the Lease being considered an encumbrance or any deduction for depreciation or obsoles-
cence,and considering the Premises at its #ghost and best use and In good condition)or one hundred ten percent(110%)of the price previously in effect,(ii)any
index-oriented rental or price adjustment f mulas contained In this Lease shall be adjusted to require that the base Index be determined with reference to the
index applicable to the time of such adjusttr��teant,and(ill)any fixed rental adjustments scheduled during the remainder of the Lease term shall be increased In the
some ratio as the new renter bears to the=tient In effect Immediately prior to the adjustment specified in Lessor's Notice.
(e) Lessee's remedy for any breach of this Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or Injunctive relief,
12.2 Terms and Conditions App(Icable to Assignment and Subletting.
(a) Regardless of Lessor's consent, any assignment or subletting shall not (1)be effective without the express written assumption by such
assignee or subleases of the obligations of Lessee under this Lease,(11)release Lessee of any obligations hereunder,nor(Ili)after the primary liability of Losses
for the payment of Base Went and other suras due Lessor hereunder or for the performance of any other obligations to be performed by Losses under this Lease.
(b) Lessor may accept any rent or performance of Lessee's obligations from any person other than Losses pending approval or disapproval of
an assignment. Neither a delay In the approval or disapproval of such assignment not the acceptance of any rent for performance shall constitute a waiver or
estoppel of Lessor's right to exercise Its remedies for the Default or Breach by Lessee of any of the terms,covenants or conditions of this Lease.
(c) The consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Losses
or to any subsequent or successive assignment or subletting by the assignee or sublessee.However,Lessor may consent to subsequent sublettings and assign-
ments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone also liable under this Lease or the sublease and without
obtaining their consent,and such action shall not rolleve such persons from liability under this Lease or the sublease,
(d) in the event of any Default or Breach of Lessee's obligation under this Lease,Lessor may proceed directly against Lessee,any guarantors
or anyone also responsible for the performance of the Lessee's obligations under this Lease,Including any subleases,without first exhausting Lessor's remedies
against any other person or entity responsible therefor to Lessor,or any security hold by Lessor.
(e) Each request for consent to an assignment or subletting shall be In writing,accompanied by information relevant to Lessor's determination as
to the financial and operational responsibility and appropriateness of the proposed assignee or subleases, Including but not limited to the intended use and/or
required mortification of the Premises,It any,together with a non-refundable deposit of$1,000 or tort percent(10%)of the monthly Base Rent applicable to the por-
tion of the Promises which is the subject o1 the proposed assignment or sublease,whichever Is greater,as reasonable consideration for Lessor's considering and
procossing the request for consent. Losses agrees to provide Lessor with such other or additional Information and/or documentation as may be reasonably
requested by lessor.
(f) Any assignee of,or subleases under,this Lease shalt,by reason of accepting such assignment or entering into such sublease,be deemed,
for the benefit of Lessor,to have assumed and agreed to conform and comply with each and every term,covenant,condition and obligation herein to be observed
or performed by Lessee during the term of said assignment or sublease,other than such obligations as are contrary to or Inconsistent with provisions of an assign-
ment or sublease to which Lessor has specifically consented In writing.
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a American Industrial Real Estate Association 1993 -- --
(g) The occurrence of a transaction described in Paragraph 12.2(c)shalt give Lessor the right(but not the obligation)to require that the Security
Deposit be increased by an amount equal to six(6)times the then monthly Base hent,and Lessor may make the actual receipt by Lessor of the Security Deposit
Increase a condition to Lessor's consent to such transaction.
(h) Lessor,as a condition to giving its consent to any assignment or subletting,may require that the amount and adjustment schedule of the rent
payable under this Lease be adjusted to what is then the market value and/or adjustment schedule for property similar to the Promises as then constituted,as
determined by Lessor.
12,3 Additional Terms and Conditions Applicable to Subletting.The following terms and conditions shall apply to any subletting by Lessee of all or
any part of the Premises and shall be deemed Included in all subleases under this Lease whether or not expressly Incorporated therein:
(a) Losses hereby assigns and transfers to Lessor all of Lessee's Interest In all rentals and Income arising from any sublease of all or a portion
of the Promises heretofore or hereafter made by Losses, and Lessor may collect such rent and Income and apply same toward Lessee's obligations under this
Lease;provided,however,that until a Breach(as defined in Paragraph 13.1)shall occur In the performance of Lessee's obligations under this Lease,Lessee may,
except as otherwise provided In this Lease,receive,collect and enjoy the rents accruing under such subtease.Lessor shall not,by reason of the foregoing provi-
sion or any other assignment of such sublease to Lessor,nor by reason of the collection of the rents from a sublessee,be deemed liable to the sublessee for any
failure of Lessee to perform and comply with any of Lessee's obligations to such sublessee under such Sublease. Lessee hereby irrevocably authorizes and
directs any such sublessee,upon receipt of a written notice from Lessor stating than a Breach exists In the performance of Lessee's obligations under this Lease,
to pay to Lessor the rents and other charges due and to become due under the sublease.Sublessee shall rely upon any such statement and request from Lessor
and shall pay such rents and other charges to Lessor without any obligation or right to inquire as to whether such Breach exists and notwithstanding any notice
from or claim from Lessee to the contrary.Lessee shall have no right or claim against such subleases,or,until the Breach has been cured,against Lessor,for any
such rents and other charges so paid by said subleases to Lessor.
(b) In the event of a Breach by Lessee In the performance of its obligations under this Lease,Lessor,at Its option and without any obligation to
do so,may require any sublessee to attorn to Lessor,in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of
the exercise of said option to the expiration of such sublease,providpd,however,Lessor shall not be liable for any prepaid rents or security deposit paid by such
sublessee to such sublessor or for any other prioC„0efaauits or breaches of such sublessor under such sublease.
(c) Any matter or thing requiring the consent of the sublessor under a sublease shall also require the consent of Lessor herein.
(d) No sublessee under a sublease approved by Lessor shall further assign or sublet all or any part of the Premises without Lessor's prior
written consent.
(a) Lessor shall detiver alcopy of any notice of Default or Breach by Losses to the sublessee,who shall have the right to cure the Default of
Lessee within the grace period,It any,speoi#led in such notice,The sublessee shall have a right of reimbursement and offset from and against Lessee for any such
Defaults cured by the sublessee, I
13. Default;Breach,Remedies.
13.1 Default;Breach.Lessor anj Losses agree that if an attorney is consulted by Lessor In connection with a Lessee Default or Breach(as hereinafter
defined),$350.00 Is a reasonable minimum sum per such occurrence for legal services and costs In the preparation and service of a notice of Default,and that
Lessor may Include the cast of such services and costs in said notice as rent due and payable to cure said default.A,"Default"by Lessee Is defined as a failure
by Lessee to observe,comply with or perform any of the terms,covenants,conditions or rules applicable to Losses under this Lease.A"Breach"by Lessee Is
defined as the occurrence of any one or more of the following Defaults,and,wherea grace period for cure after notice is specified herein,the failure by Lessee to
care such Default prior to the expiration of the applicable grace period,and shall entitle Lessor to pursue the remedies set forth In Paragraphs 13.2 and/or 13.3:
(a) The vacating of the Promises without the Intention to reoccupy same,or the abandonment of the Premises.
(b) Except as expressly otherwise provided In this Lease,the fal ure by Losses to make any payment of Bass Rent,Lessee's Share of Common
Area Operating Expenses„or any other monetary payment required to be made by Lessee hereunder as and when due,the failure by Lessee to provide Lessor
with reasonable evidence of insurance or surety bond required under this Lease,or the failure of Losses to fulfill any obligation under this Lease which endangers
or threatens life or property,where such failure continues for a period of three(3)days following written notice thereof by or on behalf of Lessor to Lessee.
(c) Except as expressly otherwise provided In this Lease,the failure by Losses to provide Lessor with reasonable written evidence(in duly exe-
cuted original form,if applicable)of(l)compliance with Applicable Requirements per Paragraph 5.3,(ii)the Inspection,maintenance and service contracts required
under Paragraph 7.1(b),(Ih)the rescission of an unauthorized assignment or subletting per Paragraph 12.1,(tv)a Tenancy Statement per Paragraphs 16 or 37,(v)
the subordination or non-subordination of this Lease per Paragraph 30,(vl)the guaranty of the performance of Lessee's obligations under this Lease it required
under Paragraphs 1.11 and 37,(VII)the execution of any document requested under Paragraph 42(easements),or(vill)any other documentation or information
which Lessor may reasonably require of Losses under the terms of this tease,where any such failure continues for a period of ten(10)days following 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 adapted under Paragraph 40 hereof
that are to be observed,compiled with or performed by Lessee,other than those described in Subparagraphs 13.1(a),(b)or(c),above,where such Default contin-
ues for a period of thirty(30)days after written notice thereof by or on behalf of Lessor to Lessee;provided,however,that if the nature of Lessee's Default Is such
that more than thirty(30)days are reasonably required for its cure,then it shall not be deemed to be a Breach of this Lease by Lessee if Lessee commences such
cure within said thirty(30)day period and thereafter diligently prosecutes such cure to completion.
(e) The occurrence of any of the following events:(1)the making by Lessee of any general arrangement or assignment for the benefit of credi-
tors; (11) Lessee's becoming a"debtor"as defined in f 1 U.S. Code Section 101 or any successor statute thereto(unless, In the case of a petition filed against
Lessee,the same Is dismissed within sixty(60)days);(III)the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located
at the Promises or of Lessee's interest In this Lease,where possession is not restored to Losses within thirty(30)days;or(lv)the attachment,execution or other
judicial solzure of substantially all of Lessee's assets located at the Promises or of Lessee's interest in this Lease,where such seizure Is not discharged within thir-
ty(30)days;provided,however,In the event that any provision of this Subparagraph 13.1(9)Is contrary to any applicable law,such provision shall be of no force or
effect,and shall not affect the validity of the remaining provisions.
(f) The discovery by Lessor that any financial statement of Lessee or of any Guarantor,given to Lessor by Lessee or any{guarantor,was mate-
rially false.
(g) It the performance of Lessee's obligations under this Lease is guaranteed:(l)the death of a Guarantor,(11)the termination of a Guarantor's
liability with respect to this Lease other than In accordance with the terms of such guaranty,(til)a Guarantor's becoming insolvent or the subject of a bankruptcy fil-
ing,(lv)a Guarantor's refusal to honor the guaranty,or(v)a Guarantor's breach of its guaranty obligation on an anticipatory breach basis,and Lessee's failure,
within sixty(60)days following written notice by or on behalf of Lessor to Losses of any such event,to provide Lessor with written alternative assurances of securi-
ty,which,when coupled with the then existing resources of Lessee,equals or exceeds the combined financial resources of Losses and the Guarantors that existed
at the time of execution of this Lease.
13.2 Remedies.it Losses falls to perforin any affirmative duty or obligation of Lessee under this Lease,within tan(10)days after written notice to Lessee
(or In case of an emergency,without notice),Lessor may at its option(but without obligation to do so),perform such duty or obligation on Lessee's behalf,Including
but not limited to the obtaining of reasonably required bonds,Insurance policies,or governmental licenses,permits or approvals.The costs and expenses of any
such performance by Lesser shall be Clue and payable by Lessee to Lessor upon invoice therefor.It any check given to Lessor by Losses shall not be honored by
the bank upon which it Is drawn,Lessor,at Its own option,may require all future payments to be made under this Lease by Lessee to be made only by cashier's
check,In the event of a Breach of this Lease by Lessee(as defined in Paragraph 13.1),with or without further notice or demand,and without limiting Lessor in the
exercise of any right or remedy which Lessor may have by reason of such Breach,Lessor may:
(a) Terminate Lessee's right to possession of the Promises by any lawful means,In which case this Lease and the term hereof shall terminate
and Lessee shall Immediately surrender possession of the Premises to Lessor,to such event Lessor shah be entitled to recover from Losses:(I)the worth at the
time of the award of the unpaid rent which had been earned at the time of termination,(11)the worth at the time of award of the amount by which the unpaid rent
which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reason-
ably avoided;(hi)the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the lime of award exceeds the amount of
such rental loss that the Losses proves could be reasonably avoided;and(tv)any other amount necessary to compensate Lessor for all the detriment proximately
caused by the Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom,including but
not limited to the cost of recovering possession of the Promises,expenses of reletting,Including necessary renovation and alteration of the Promises,reasonable
attorneys'fees,and that portion of any leasing commission paid by Lessor In connection with this Lease applicable to the unexpired term of this Lease.The worth
at the time of award of the amount referred to In provision(III)of the Immediately preceding sentence shall be computed by discounting such amount at the dis-
count rate of the Federal Reserve Bank of San Francisco or the Federal Reserve Bank District in which the Promises are located at the time of award plus one
percent(1%).Efforts by Lessor to mitigate damages caused by Lessee's Default or Breach of this Lease shall not waive Lessor's right to recover damages under
this Paragraph 13.2.If termination of this Lease is obtained through the provisional remedy of unlawful detainer,Lessor shall have the right to recover in such pro-
ceeding the unpaid rent and damages as are recoverable therein,or Lessor may reserve the right to recover all or any part thereof in a separate suit for such rent
and/or damages.If a notice and grace period required under Subparagraph 13.1(b),(c)or(d)was not previously given,a notice to pay rent or quit,or to perform or
quit,as the case may be,given to Lessee under any statute authorizing the forfeiture of teases for unlawful detainer shall also constitute the applicable notice for
grace period purposes required by Subparagraph 13.1(b),(c)or(d).In such case,the applicable grace period under the unlawful detainer statue shall run concur-
rently after the one such statutory notice,and the failure of Lessee to cure the Default within the greater of the two(2)such grace periods shall constitute both an
unlawfut detalner and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute.
(b) Continue the Lease and Lessee's right to possession In effect(in California under California Civil Code Section 1951.4) after Lessee's
Breach and recover the rent as It becomes due,provided Lessee has the right to sublet or assign,subject only to reasonable limitations.Lessor and Lessee agree
that the limitations on assignment and subletting in this Lease are reasonable.Acts of maintenance or preservation,efforts to total the Premises,or the appoint-
ment of a receiver to protect the Lessor's Interest under this Lease,shall not constitute a termination of the Lessee's right to possession.
(c) Pursue any other remedy now or hereafter available to Lessor under the laws or judicial decisions of the state wherein the Premises are
located.
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0 American Industrial Real Estate Association 1993 --7--
Mar . 12 03 03: 22P p. 2
e
(d) The expiration or termination of this Lease and/or the termination of Lessee's right to possession shalt not relieve Lessee from liability under
any indemrtity provisions of this Lease as to masters occurring or accruing during the term hereof or by reason of Lessee's occupancy of the Premises.
13.3 inducement Recapture In Event of Breach.Any agreement by Lessor for free at abated rent or other charges applicable to the Premises,or for
the giving or paying by Lessor to of for Lessee of any cash or other bonus,Inducement or consideration for Lessee's entering Into this Lease,all of which cancan-
sions are hereinafter referred to as"Inducement Provisions" shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms,
covenants and conditions of this Lease to be performed or observed by Lessee during the term hereof as the satire may be extended.Upon the occurrence of a
Breach(as defined In Paragraph 13.1)of this Lease by Lessee.any such Inducement Provision shaft automatically be deemed deleted from this Lease and of no
further force or effect,and any rent, other charge, bonus, Inducement or consideration theretofore abated,given or paid by Lessor under such an Inducement
Provision shall be immediately due and pafayable by Lessee to Lessor,and recoverable by Lessor,as additional rent due under this Lease,notwithstanding any sub-
sequent cure of said Breach by Lessee.The acceptance by Lessor of rent or the cure of tate Breach which initiated the operation of this Paragraph 13.3 shall not
be deemed a waiver by Lessor of the provisions of this Paragraph 13.3 unless specifically so stated in writing by Lessor at the time of such acceptance.
13.4 Late Charges.Lessee hereby acknowledges that late payment by Lessee to Lessor of rant and other sums due hereunder will cause Lessor to
Incur costs not contemplated by this Lease,the exact amount of which will be extremely difficult to ascertain,Such costs include,but are not limited to,processing
and accounting charges,and late charges which may be imposed upon Lessor by the terms of any ground lease,mortgage or deed of trust covering the Premises.
Accordingly,if any installment of rent or other sum due from Lessee shall not be received by Lessor or Lessor's designee within ten(10)days after such amount
shall be due,then,without,any requirement for notice to Lessee,Lessee shalt pay to Lessor a tate charge equal to six percent(hyo)of such overdue amount.The
parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor wig incur by reason of late payment by Lessee.
Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee's 0stault or Breach with respect to such overdue amount,not prevent
Lessor from exercising any of the other rights and remedies granted hereunder.In the event that a late charge is payable hereunder,whether or not collected,for
three (3)consecutive Installments of Base Rent,then notwithstanding Paragraph 4.1 or any other provision of this Lease to the contrary, Base Rent shalt, at
Lessor's option,become due and payable quarterly In advance.
13.5 Breach by Lessor.Lessor shalt not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation
required to be performed by Lessor,For purposes of this Paragraph 13.5,a reasonable time shag in no event be less than thirty(30)days after receipt by Lessor.
and by any Lender(s)whose name and address shall have been furnished to Lessee In writing tot such purpose,of written notice specifying wherein such obliga-
tion of Lessor has not been performed;provided,however,fhai if the nature of Lessor's obligation is such that more then thirty(30)days after such notice are rea-
sonably requited for its performance,then Lessor shaft not be In breach of this Lease If performance is commenced within such thirty(30)day period and there-
after diligently pursued to completion,
14. Condemnation.if the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power
(alt of which are herein called"condemnation"),this Lease shag terminate as to the part so taken as of the date the condemning authority takes title or possession,
whichever first occurs.it more than ten percent(10%)of the floor area of the Premises,or more than twenty-five percent(2510) of the portion of the Common
Areas designated for Lessee's parking,is taken by condemnation,Lessee may.at Lessee's option,to be exercised in writing within ten(10)days after Lessor shall
have given Lessee written notice of such taking(or in the absence of such notice,within ten(10)days after the condemning authority shall have taken possession)
terminate this Lease as of the dale the condemning authority takes such possession.It Lessee does not terminate this Lease in accordance with the foregoing.this
Leese shall remain in full force and affect as to the ponlon of the Premises remaining,except that the Base Rent shall be reduced in the same proportion as the
rentable floor area of the Premises taken bears to the total rentable floor area of the Premises,No reduction of raise Rent shall occur if the condemnation does not
apply to any portion of the Promises.Any award tot the faking of ail or any part of the Premises under the power of eminent domain or any payment made under
threat of the exercise of such power shall be the property of lessor,whether such award shall be made as compensation for diminution of value of the leasehold or
for the taking of the fee,or as severance damages; provided, however,that Lessee shad be entitled to any compensation, separately awarded to Lessee for
Lessee's relocation expanses and/or loss of Lessee's Trade Fixtures.In the event that this Lease Is not terminated by reason of such condemnation,Lessor shall
to the extent of its net severance damages received,over and above Lessee's Share of the legal and other expenses incurred by Lessor in the condemnation mat-
ter,repair any damage to the Premises caused by such condemnation authority.Lessee strait be responsible for the payment of any amount in excess of such net
severance damages required to complete such repair.
15. Brokers'Fees.
15.f Procuring Cause,The Broker(s)named In Paragraph 1.10 isvare the procuring cause of this Lease.
15.2 Additional Tartans. unless Lessor and Broker(s) have otherwise agreed in writing, Lessor agrees that: (a) it Lessee exercises any Option (as
defined In Paragraph 39.1)granted under tills Lease or any Option subsequently granted,or(b)if Lessee acquires any rights to the Premises or other premises in
which Lessor has an Interest,or(c)it Lessee remains In possession of the Premises with the consent of Lessor after the expiration of the term of this Lease after
having failed to exercise so Option,or(d)It said Brokers are the procuring cause of any other lease or sale entered Into between the Ponies pertaining to the
Premises and/or any adjacent property in which Lessor has an interest,or(e)If Base Rent Is increased,whether by agreement or operation of an escalation
clause herein,then as to any of said transactions.Lessor shall pay said Stokers)a fee in accordance with the schedule of said Broker(s)in effect at the time of
the execution of this Lease.
15.3 Assumption of Obligations.Any buyer or transferee of Lessor's Interest in this Lease.whether such transfer is by agreement or by operation of
law,shag be deemed to have assumed lessor s obligation under this Paragraph 15.Each Broker shall be an intended third party beneficiary of the provisions of
Paragraph 1.10 and of this Paragraph 15 to the extent of Its interest In any commission arising from this Lease and may enforce that right directly against Lessor
and its successors.
15.4 Representation*and Warranties.Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person,firm,
broker or finder other than as named in Paragraph 1.10(a)In connection with the negotiation of this Lease and/or the consummation of the transaction contemplat-
ed hereby,and that no broker or other person,firm or entity other than said named Broker(s)is entitled to any commission or finder's fee In connection with said
transaction, Lessee and Lessor do each hereby agree to indemnify, protect,defend and hold the other harmless from aqui against liability tar compensation or
charges which may be claimed by any such unnamed broker,finder or other similar party by reason of any dealings or actions of the indemnifying Pany,Including
any costs,expenses,and/or attorneys'fees reasonably Incurred with respect thereto,
16, Tenancy and Financial Statements.
16.1 Tenancy Statement. Each Party las"Responding Party")shall within ten (10)days after written notice from the other Party (the"Requesting
Party")execute, acknowledge and deliver to the Requesting Party a statement in willing In a form similar to the theca most current"Tenancy Statement"form
published by the American Industrial Real Estate Association,plus such additlonal information,confirmation and/or statements as may be reasonably requested by
the Requesting Pally,
18.2 financial Statement. It Lessor desires to finance,refinance.or self the Premises or the Building,or any pan thereof,Lessee and all Guarantors
shalt deliver to any potendat tender or purchaser designated by Lessor such financial statements of Lessee and such Guarantors as may be reasonably required
by such fender of purchaser,including bu{not limited to Lessee's financial statements for the past three(3)years. All such financial statements shall be received
by Lessor and such tender or purchaser In confidence and shall be used only for the purposes herein set forth.
17. Lessor's Liability.The term"Lessor"as used herein shalt mean the owner or owners at the time in question of the fee title to the Premises.In the event
of a transfer of Lessor's this or Interest in the Premises or In this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused
Security Deposit held by Lessor at the time of such transfer or assignment.Except as provided In Paragraph 151,upon such transfer or assignment and delivery
of the Security Deposit,as aforesaid,the prior Lessor shall be refieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to
be performed by the Lessor.Subject to the foregoing,the obligations and/or covenants In this Lease to be performed by the Lessor shag be binding only upon the
Lessor as hereinabove defined.
18. Severabiifty.The Invalidity of any provision of this Lease,as determined by a court of competent jurisdiction,shall in no way affect the validity of any other
provision hereof.
19. interest an putt-Due Obllgotiona.Any monetary payment due Lessor hereunder,other than fate charges,not received by Lessor within ten(10)days fol-
lowing the date on which it was due,shaft bear interest from the date due at the prime rete charged by the largest state chartered bank in the state In which the
Premises are located plus four percent(4%)per annum,but not exceeding the maximum rate allowed by law,in addillon to the potential late charge provided for in
Paragraph 13.4.
20. time of Essence.Time is of the essence with respect to tate perlotmance of all obligations to be performed or observed by the Parties under this Lease.
21. Rent Defined.All monetary obligations of Lessee to Lessor under the terms of this Lease are deemed to be rerit.
22. No Prior or nattier Agreemants;lit oker Disclaimer.This Lease contains all agreements between the Parties with respect to any matter mentioned herein.
and no other prior or contemporaneous aglreement or understanding shall be effective.Lessor and Lessee each represents and warrants to the Brokers that it has
made,and is ealying solely upon,its own�vsstigatlon as to the nature,quality,character and financial responsibility of the other Party to this Lease and as to the
nature,quality and character of the Premises.Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party.
Each Broker shalt be ari intended third party beneficiary of the provisions of this Paragraph 22,
23. Notices.
23.1 Notice Requirements.All notices required at permitted by this Lease shall be in writing and may be delivered in person(by hand or by messenger
or courier service)or may be sent by regyytar,certified or registered mag or U.S.Postal Service Express Mail,with postage prepaid,or by facsimile transmission
during normal business hours, and shall Ba deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a
Party's signature on this Lease shall be that Party's address for delivery or mailing of notice purposes.Either Pony may by written notice to the other specify a dif-
ferent address for notice purposes,except that upon Lessee's taking possession of the Premises,the Premises shall constitute Lessee's address for the purpose
of mailing or delivering notices to Lessee.A copy of all notices required or permitted to be given to Lessor hereunder shalt be concurrently transmitted to such
party or parties at such addresses as Lessor may from time to time hereafter designate by written notice to Lessee.
23.2 Date of Notice.Any notice sent by registered or cenif led mail,return receipt requested,shall be deemed given on the date of delivery shown on the
receipt card,or if no delivery date is shown,the postmark thereon.If sent by regular mail,the notice shall be deemed given forty-eight(48)hours atter the same is
addressed as required herein and mailed with postage prepaid.Notices delivered by United States Express Mail or overnight courier that guarantees next day
initials:
MULTI-TF-NANT—MODIFIED NET
air American Industrial heal Estate Association 1993 __a_
delivery shall be deemed given twenty-four(24)hours after dogvety of the same to the United States Postal Service or courier.If any notice is transmitted by fee-
simile transmission or similar means,the same shall be deemed served or delivered upon telephone or facsimile confirmation of receipt of the transmission there-
of,provided a copy is also delivered via delivery or mail.if notice is received on a Saturday or a Sunday or a legal holiday,It shall be doe mod received on the next
business day.
24. Waivers.No waiver by Lessor of the Default or Breach of any term,covenant or condition hereof by Lessee,shall be deemed a waiver of any other term,
covenant or condition hereof,or of any subsequent Default or Breach by Lessee of the same or any other teras,covenant or condition hereof.Lessor's consent to,
or approval of,any such act shag not be deemed to tender unnecessary the obtaining of Lessor's consent to,or approval of,any subsequent or similar act by
Lessee,or be construe as the leads of an estoppel to enforce the provision or provisions of this Lease requiring such consent.Regardless of Lessor's knowledge
of a Default or Breach at the time of accepting rent,the acceptance of rent by Lessor shall not be a waiver of any Default or Breach by Lessee of any provision
hereof.Any payment given Lessor by tresses may be accepted by Lessor on account of moneys or damages due Lessor,notwithstanding any qualifying state-
ments or conditions made by Lessee In connection therewith,which such statements and/or conditions shall be of no force or effect whatsoever unless specifically
agreed to in writing by Lessor at or before the time of deposit of such payment,
25. Recording. Either Lessor or Lessee shall,upon request of the other,execute, acknowledge and deliver to the other a short form memorandum of IN,.
Lease for recording purposes,The Party requesting recordation shall be responsible for payment of any fees or taxes applicable thereto.
26. No Right To Holdover.Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or earlier termination of this
Lease.In the event that Lessee holds over In violation of this Paragraph 26 then the Base Rent payable from and after the time of the expiration or earlier termina-
tion of this Lease shall be increased to twok hundred percent(200%)of the Base Rent applicable during the month Immediately preceding such expiration or earlier
termination.Nothing contained herein shall be construed as a consent by Lessor to any holding over by Lessee.
27. Cumulative Remedies.No remedy or election hereunder shall be deemed exclusive but shall,,wherever possible,be cumulative with all other remedies z
law or in equity.
26. Covenants and Conditions.All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions.
29. Binding Effect;Choice of Low.This LaStwehall be binding upon the P'ar'ties,their personal representatives,successors and assigns and be governed by
the laws of the State In which the Premises are located.Any litigation between the Parties hereto concerning this Lease shall be Initiated in the county In which the
Premises are located.
30. Subordination;Attarantent;Non Pisturbsnce.
30.1 Subordination.This Lease and any Option granted hereby shall be subject and subordinate to any ground lease.mortgage,deed of trust,or other
hypothecation or security device(collectively."Bscurftp device,),now or hereafter placed by Lessor upon the real property of which the Promises are a part,to
any and all advances made on the security thereof,and to all renewals,modifications,consolidations, replacements and extensions thereof.Lessee agrees that
the Lenders holding any such Security Device shall have no duty,liability or obligation to perform any of the obligations of Lessor under this Lease,but that In the
event of Lessor's default with respect to any such obligation,Lessee will give any Lender whose name and address have been furnished Lessee In writing for such
put se notice of Lessor's default pursuant to Paragraph 13.5.If any Lander shall elect to have this Lease and/or any Option granted hereby superior to the lien of
its scurity Device and shalt give written notice thereof to Lasses,this Lease and such Options shall be deemed prior to such Security Device,notwithstanding the
relative dates of the documentation or recordation thereof.
30.2 Attomment.Subject to the non-disturbance provisions of Paragraph 30.3,Lessee agrees to attorn to a Lander or any other party who acquires
ownership of the Premises by reason of a foreclosure of a Security Device,and that in the event of such foreclosure,such new owner shah not;(1)be liable for any
act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership,(g)be subject to any offsets or defenses which Lessee
might have against any prior lessor,or(ill)be bound by prepayment of more than one month's rent.
30.3 Non-Disturbance.With respect to Security Devices entered Into by Lessor after the execution of this lease,Lessee's subordination of this Lease
shag be subject to receiving assurance(a"non-disturbance agreement")from the Lender that Lessee's possession and this Lease,Including any options to extend
the term hereof,will not be disturbed so long as Losses is not In Breach hereof and attorns to the record owner of the Premises.
30.4 Bell"Executin .The agreements contained In this Paragraph 30 shall be effective without the execution of any further documents;provided,howev-
er,that upon written request from Lessor of a Lender In connection with a sate,financing or refinancing of Premises,Lessee and Lessor shall execute such further
writings as may be reasonably required to separately document any such subordination or non-subordination,attornment and/or nondisturbance agreement as is
provided for herein.
31. Attorneys'Fees.If.any Party or Brokker brings an action or proceeding to enforce the terms hereof or declare rights hereunder,the Prevailing Party(as
hereafter defined)In arty such proceeding,lection,or appeal thereon,shah be entitled to reasonable attorneys'fees.Such fees may be awarded in the same suit or
recovered in a separate suit,whether or not such action or proceeding is pursued to decision or judgment.The term"Prsvalling Party"shall Include,without limi-
tation,a Party or Broker who substantially obtains or defeats the relief sought,as the case may be,whether by compromise,settlement,judgment,or the abandon-
ment by the other Party or Broker of its claim or defense.The attorneys'fee award shag not be computed In accordance with any court fee schedule,but shall be
such as to fully reimburse all attorneys'lose reasonably Incurred.Lessor shall be entitled to attorneys'leas,costs and expenses incurred in preparation and ser-
vice of notices of Default and consultations In connection therewith,whether or not a legal action is subsequently commenced In connection with such Default or
resulting Breach.Broker(s)shall be intended third party beneficiaries of this Paragraph 31,
32. Lessor's Accoeii Showing Prsrntoos; Repairs. Lessor and Lessor's agents shag have the right to enter the Premises at any time,in the case of an
emergency,and otherwise at reasonable times for the purpose of showing the same to prospective purchasers,tenders,or lessees,and making such alterations,
repairs,Improvements or additions to the Promises or to the BWkflrng,as Lessor may reasonably deem necessary.Lessor may at any time place on or about the
Premises or Building any ordinary"Petr Sate"signs and Lessor may at any time during the last one hundred eighty(16{5)days of the term hereof place on or about
the Premises any ordinary"For Lease"signs.All such activities of Lessor shall be without abatement of rent or liability to Losses.
33. Auctions. Lessee shall not conduct, nor permit to be conducted, either voluntarily or involuntarily, any auction upon the Promises without first having
obtained Lessor's prior written consent.Notwithstanding anything to the contrary In this Lease,Lessor shall not be obligated to exercise any standard of reason-
ableness in determining whether to grant such consent.
34. Signs.Lessee shag not place any sign upon the exterior of the Promises or the Building,except that Losses may,with Lessor's prior written consent,install
(bul not on the roof)such signs as are reasonably required to advertise Lessee's own business so long as such signs are in a location designated by Lessor and
comb+#y with Applicable Requirements and the signage criteria established for the industrial Center by Lessor.The installation of any sign on the Promises by or for
Lessee shalt be subject to the provisions of Paragraph 7(Maintenance,Repairs,Utility Installations,Trade Fixtures and Alterations).Unless otherwise expressly
agreed herein,Lessor reserves ail rights to the use of the roof of the Building,and the right to Install advertising signs on the Building,Including the roof,which do
not unreasonably interfere with the conduo�of.Lessee's business,Lessor shag be ontiltod to all revenues from such advertising signs.
35. Tormination;Merger.Unto"specifically stated otherwise In writing by Lessor,the voluntary or other surrender of this Lease by Lessee,the mutual termi-
nation or cancellation hereof,or a termination hereof by Lessor for Breach by Lessee,shall automatically terminate any sublease or lesser estate In the Premises;
provided,however,Lessor shall,in tate event of any such surrender,termination or cancellation,have the option to continue any one or all of any existing subte-
nancies.Lessor's failure within ten(10)days following any such event to make a written election to the contrary by written notice to the holder of any such lesser
Interest,shall constitute Lessor's election to have such event constitute the termination of such interest.
38. Consents.
(a) Except for Paragraph 33 hereof(Auctions)or as otherwise provided herein,wherever In this Lease the consent of a Party is required to an
act by or for the other Party,such consent shall not be unreasonably withhold or delayed.Lessor's actual reasonable costs and expenses(including but not limited
to architects',attorneys',on .nests'and other consultants'fees)incurred in the consideration of,or response to,a request by Lessee for any Lessor consent per-
taining to this Lease or the remises,Including but not limited to consents to an assignment a subletting or the presence or use of a Hazardous Substance,shall
be paid Pby Lessee to Lessor upon receipt of an Invoice and supporting documentation therefor.its addition to the deposit described in Paragraph 12.2(®),Lessor
may,as a condition to considering any such request by Lessee,require that Losses deposit with Lessor an amount of money(#n addition to the Security Deposit
held under Paragraph 5)reasonably calculated by Lessor to represent the cost Lessor will incur in considering and responding to Lessee's request.Any unused
portion of said deposit shag be refunded to Lasses without interest.Lessor's consent to any act,assignment of this Lease or subletting of the Premises by Lessee
shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists,not shag such consent be deemed a waiver of any then existing
Default or Breach,except as may be otherwise specifically stated in writing by Lessor at the time of such consent.
(b) Alt conditions to Lossor's consent authorized by this Lease are acknowledged by Losses as being reasonable.The failure to specify herein
any particular condition to Lessor's consent shah not preclude the Impositions by Lessor at the time of consent of such further or other conditions as are then rea-
sonable with reference to the particular matter tot which consent is being given.
37. Guarantor.
37,1 Form of Guaranty. If there are to be any Guarantors of this Lease per Paragraph 1.11,the form of the guaranty to be executed by each such
Guarantor shall be in the form most recently published by the American Industrial Real Estate Association,and each such Guarantor shall have the same obliga-
tions as Lessee under this lease,Including but not limited to the obligation to provide the Tenancy Statement and information required in Paragraph 16.
37.2 Additional Obligations of Guarantor.It shall constitute a Default of the Lessee under this Lease If any such Guarantor fails or refuses,upon rea-
sonable request by Lessor to give:(a)evidence of the due execution of the guaranty called for by this Lease,Including the authority of the Guarantor(and of the
Party signinngg on Guarantor's behalf)to obfigalis such Guarantor on said guaranty,and resolution of Its board of directors authorizingthe making of such guararrty.
together with a c6r9ficafs of Incumbency showing the signatures of the persons authorized to sign on its behalf,(b)current financial statements of Guarantor as
may from time to time be requested by Lessor,(c)a Tenancy Statement,or(d)written confirmation that the guaranty is still in effect.
38. Quiet Possession.Upon payment by Losses of the rent for the Premises and the performance of ail of the covenants, conditions and provisions on
Lessee's part to be observed and performed under this Lease,Losses shall have quiet possession of the Premises for the entire term hereof subject to all of the
provisions of this Lease.
initisfe:
MULTI-TENANT--•MODIFIED NET
0 American Industrial Real Estate Association 1993 --9--
iii. Options.
39.1 Definition.As used In this 0ase,the word"Option"has the following meaning:(a)the right to extend the term of this Lease or to renew this Lease
or to extend or renew any lease that Lessee has on other property of Lessor,•(b)the right of f meaning:
refusal to lease the Premises or the tight of first offer to lease the
Premises or the right of first refusal to lease other property of Lessor or the right of first offer to lease other property of Lessor;(c) the right to purchase the
Premises.or the right of tint refusal to pudchass the Premises.or the right of first offer to purchase the Premises,or the fight to purchase other properly of Lessor,
or the tight of first refusal to purchase other property of Lessor,or the right of first offer to purchase other property of Lessor.
38.2 Options Personal to Original Losse.Each Option granted to Lessee in this Lease Is personal to the original Lessee named In Paragraph 1.1
hereof,and cannot be voluntarily or Involuntarily assigned or exercised by any person or entity other than said original Lessee while the original Lessee is In full
and actual possession of the Promises and without the intention of thereafter assigning or subletting.The Options,If any,herein granted to Lessee are not assign-
able,either as a part of an assignment of this Lease or separately or sparl therefrom,and no Option may be separated from this Lease in any manner,by reserva-
tion or otherwise.
38.3 Multiple Options.In the event that Lessee has any multiple Options to extend or renew this Lease,a later option cannot be exercised unless the
prior Options to extend or renew this Lease have been validly exercised.
38.4 Effect of Default on Options.
(a) Lessee shall have no right to exercise an Option,notwithstanding any provision In the grant of Option to the contrary:(1)during the period
commencing with the giving of any notice of Default under Paragraph 13.1 and continuing until the noticed t)efault is cured,or(11)during the period of time any
monetary obligation due Lessor from Lessee Is unpaid(without regard to whether notice thereof is given Lessee),or(ill)during the time Lessee is in Breach of this
Lease,or(lv)In the event that Lessor has given to Losses three(3)or more notices of separate Defaults under Paragraph 13.1 daring the twelve(12)month peri-
od Immediately preceding the exercise of the Option,whether or not the Defaults are cured.
(b) The period of time within which an Option may be exercised shah not be extended or enlarged by reason of Lessee's inability to exercise an
Option because of the provisions of Paragraph 39.4(a)
(c) All rights of Lessee undhs provisions of an Option shalt terminate and be of no further force or effect,notwithstanding Lessee's due and
timely exercise of the Option,ff,after sushi exercise and during the term of this Lease,(I)Lessee tells to pay to Lessor a monetary obligation of Lessee for a period
of thirty(30)days after such obligation bermes due(without any necessity of Lessor to give notice thereof to Lessee),or(I#)Lessor gives to Lasses three(3)or
more notices of separate Defaults under Paragraph 13,1 during any twelve(12)month period,whether or not the Defaults are cured,or(ill)if Lessee commits a
Breach of this Lease.
40. Rules and Regulations.Lessee agrees that It will abide by,and keep and observe all reasonable rules and regulations("Rules and Regulations")which
Lessor may make from time to time for the management,safety,cote,and cleanliness of the grounds,the parking and unloading of vehicles and the preservation
of good order.as well as for the convenience of other occupants or tenants of the Building"the industrial Center and their invitees.
41. Socudty Measures.Lessee hereby acknowledges that the rental payable to Lessor hereunder does not include the cost of guard service or other security
measures,and that Lessor shall have no obligation whatsoever to provide same,Lessee assumes all responsibility for the protection of the Premises,Lessee,Its
agents and Invitees and their property from the acts of third psrllss.
42. Reservations.Lessor reserves the right,from time to time,to grant,without the consent or joinder of Lessee,such easements,rights of way,utility race-
ways,and dedications that Lessor dooms necessary,and to cause the recordation of parcel maps and restrictions,so tong as such easements,rights of way,utility
raceways,dedications,maps and restrictions do not reasonably Interfere with the use of the Premises by Lsssee.Lessee agrees to sign any documents reason-
ably requested by Lessor to effectuate any such easement rights,dedication,map or restrictions.
43. Perfarmsnco UrItW Protest.If at any time a dispute shah arise as to any amount or sum of money to be paid by one Party to the other under the provi-
sions hereof,the Party against whom the obligation to pay the money Is asserted shelf have the right to make payment"under protest"and such payment shall not
be regarded as a voluntary payment and there shall survive the right on the part of said Patty to Institute suit for recovery of such sum,If it shah be adjudged that
there was no legal obligation on the part of sold Party to pay such sum or any part thereof,said Party shall be entitled to recover such surra or so much thereof as it
was not legally required to pay under the provisions of this Lease,
44. Authority.if either Party hereto Is a corporation,trust,or general or limited partnership,each individual executing this Lease on behalf of such entity repre-
sents and warrants that he or she Is duty authorized to execute and deliver this Lease on Its behalf.It Losses Is a corporation,trust or partnership,Lessee shah,
within thirty(38)days after request by Lessor,deliver to Lessor evidence satisfactory to Lessor of such authority.
45. Conflict.Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions shall be controlled by the typewritten or
handwritten provisions.
46, OfW.Preparation of this Lease by either Lessor or Lessee or Lessor's agent or Lessee's agent and submission of same to Losses or Lessor shall not be
deemed an offer to lease.This Lease Is not Intended to be binding until executed and delivered by all Parties hereto.
47. Amondments.This Lease may be modified only In writing,signed by the parties In interest at the time of the modification.The Parties shall amend this
Lease from time to time to reflect any adjustments that aro made to the Base Rent or other rent payable under this Lease. As tong as they do not materially
change Lessee's obligations hereunder,Losses agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by an
Institutional Insurance company or pension plan Lander in connection with the obtaining of normal financing or refinancing of the property of which the Premises
are a part.
48. Multiple Parties"Except as otherwise expressly provided herein,It more than one person or entity is named heroin as either Lessor or Lessee,the obliga-
tions of such multiple parties"I be the joint and several responsibility of all parsons or entitles named herein as such Lessor or Lessee.
1
Initials-
MULTI-TENANT–MODIFIED NET
V American Industrial Real Estate Assodiation 1993 _10—
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN,AND BY THE EXECUTION OF THIS MASE
SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO.THE PARTIES HEREBY AGREE THAT,AT THE TIME THIS LEASE IS EXECUTED,THE TERMS OF THIS LEASE
ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.
IF THIS LEASE HAS BEEN FILLED IN,IT HAS BEEN PREPARED FOR YOUR ATTORNEYS REVIEW AND APPROVAL.FURTHER,EXPERTS SHOULD BE CON-
SULTED TO EVALUATE THE CONDITION OF THE PROPERTY FOR THE POSSIBLE PRESENCE OF ASBESTOS,UNDERGROUND STORAGE TANKS OR HAZ-
ARDOUS SUBSTANCES.NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY
THE,REAL ESTATE BROKEN OR THEIR CONTRACTORS,ACCENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY.LEGAL.EFFECT,OR TAX CONS&
QUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH it RELATES:THE PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN
COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.IF THE SUBJECT PROPERTY IS IN A STATE OTHER THAN CALIFORNIA,AN
ATTORNEY FROM THE STATE WHERE THE PROPERTY IS LOCATED SHOULD BE CONSULTED.
The parties hereto have executed this Lease at the place and on the dates spedded above their respective Signatures.
Executed at: Executed at:
on: on:
SEE ADDENDUM FOR SIGNATURES
By LESSOR: By LESSEE:
By: By:
Name Printed: Name Printed:
Title- TWO:
BT By:
Nara Printers: Name Printed:
Tide: Tide:
Address: Address:
Telephone:{ } Telephone:{ }
Facsimile:{ } Facsimile:{ }
75
BROKER: BROKER:
Executed at: Execrated at:
on: on:
By: By:
Name Printed: Name Printed:
Title: TWO
Address: Address:
Telephone:{ } Telephone:{ }
Facsimile:{ ) Facsimile:{ }
NCiTE:These forme are often modified to meet changing requirements of law and needs of the Industry. Always write or call to make sura you are utilizing the most current fors:AMERICAN
INDUSTRIAL REAL ESTATE ASSOCIATION,700 South Flower Street,Suite 604,Los AnlJpples,GA OWI 71(213)887.8777,
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MULTI-TENANT—MODIFIED NET
0 Arm ericart Industrial Real Estate Aseodation 1993 --11--
LEASE ADDENDUM 1
1200 Central Blvd.,Brentwood, CA
THIS ADDENDUM is attached to and forms a part of that certain"Standard
IndustrWiConunercial Multi-Lessee Lease--Modified Net"(A.LR.E.A. form, 1993),
dated 4.11:141= 2003,(the"Lease'l between HPH PROPERTIES, a
California fimited Partnership,dba EQUUS GROUP,hereafter called"Lessor", and
COUNTY OF CONTRA COSTA, a Political subdivision of the State of California,
hereafter called"Lessee". This Addendum adds to, modifies and deletes certain of the
provisions of the Lease and, in the event of a conflict, the terms hereof shall prevail over
those of the Lease. All capitalized terms in this Addendum shall have the same meaning as
defined in the Lease, unless otherwise provided below.
1. PremisesLessee's Share. The Premises shall consist of approximately 991
square feet of rentable square footage ("RSF"). Said RSF shall be used to determine
Lessee's Share,which the parties agree to be Eleven and 01/100 percent(11.01%) subject
to adjustment as provided below) for Common Area Expenses and Real Property Taxes
specifically attributable to the Building of the which the Premises is a part, and the parcel
on which the Building is located. If there are any Common Area Expenses attributable to
the entire Industrial Center in which the Building is located, for which the Building should
appropriately bear a share thereof Lessor shall determine Lessee's Share thereof in a fair
manner and bill Lessee accordingly. As used in the Lease,"Industrial Center"shall
initially mean the buildings shown on the Site Plan.("Site flan") attached as Exhibit A
hereto,to the extent such buildings actually exist from time to time. If Lessor sells any of
the buildings in the Industrial Center, or otherwise ceases to jointly maintain the Common
Areas thereof;Lessee Share of Common Area Expenses shall be recalculated using the
RSF of the building(s)on those parcel(s) for which the Common Areas are actually jointly
maintained from time to time as the denominator and Lessee's RSF as the numerator.
Lessee's Share of Real Property Taxes which Lessee is to pay pursuant to Paragraph 10 of
the Lease shall be determined and adjusted from time to time as appropriate in a manner
similar to the foregoing determination and adjustment of Lessee Share of Common Area
Expenses. Once Lessor and Lessee have agreed upon the space plan for the Premises,the
parties shall determine the load factor for the Premises based upon BOMA or either
acceptable industry standards,and determine the actual USF and RSF for the Premises,
and confirm the same by written agreement which each party shall execute and return to
the other within ten(10) days of request.
2. Commencement Date; Rent Commencement Date, Early Entrv. The
Commencement Date shall be April 16, 2003, and the Expiration Date shall be April 14
2008. Lessee's obligation to pay Base Rent and all other charges under the Lease shall
commence on the Commencement Date. If requested by Lessor,Lessee shall execute and
return.to Lessor,within.five(5)days of receipt,a document confirming the
Commencement Date and Expiration Date of the Term and any other key dates specified
by Lessor.
Equus/MREAAdden 1 1200 Central Blvd.
(No TT;As-is) Contra Carate Courdy
RevM-01 02106/03
3. Pa- t of Wtid Rent• to Base Ren DurWg Term.
A. Rent C9MM ncement• Initial Base Rent. Lessee's obligation to pay
Base Rent and all other charges shall commence as of the Commencement bate, and
Lessee shall pay the first full month's payment of Base Rent(plus any partial month if the
Commencement Date is not the first of a month)and the estimated amount of Lessee's
Share of Common Area Operating Expenses and Real Property Taxes upon the
Commencement Date. Each anniversary of the Commencement Date is hereafter called an
"Adjustment Date".
B. Adjustments to Base Rent. On each anniversary of the
Commencement Date,Base Rent shall be increased as provided for in this subparagraph
(each such adjustment date is herein called an"Adjustment Date"). The basis for
computing the adjustment shall be the change in the Consumer Price Index.for "All Urban
Consumers"(the"CPI'I, for the San Francisco/Oakland area,based on the year 1982-
1984=
9821984= 100, as published by the U. S. Department of Labor's Bureau of Labor Statistics.
If the CPI is calculated using a base year different from 1982-1984, the base figure for
calculating the adjustment shall be converted using the Bureau's conversion formula. If
on any Adjustment Date the CPI is no longer published by the Bureau,the parties shall use
the equivalent price index published by any government agency in lieu thereof,or, if no
such index is published.,then Landlord shall choose an equivalent price index published by
any other generally recognized authority.
On each Adjustment Date,the Base Rent for the next one(1)year period shall be
determined by multiplying the Base Rent payable for the month immediately preceding the
Adjustment Date by a fraction,the numerator of which is the CPI most recently published
prior to Adjustment Date, and the denominator of which is the CPI published for that
same month one(1)year earlier. The parties shall calculate the adjustment as much in
advance of the particular Adjustment Bate as is practical; if the adjustment cannot be
reasonably calculated until after the particular Adjustment Date,then Lessee shall pay the
same Base Rent as payable for the im nuxiiately preceding month, and the additional Base
Rent due from Lessee for the particular month in question shall be paid promptly after the
adjustment has been determined.
Notwithstanding the foregoing,on each Adjustment Date the increase in Base Rent
shall not be less than three percent(3%)nor more than seven percent(7°fo),of the Base
Rent payable for the i numediatately preceding year.
4. Intentionally.Deleted
5. Lessee to Accerst Premises"AsrIf. Lessee has occupied the Premises
pursuant to a sublease from another lessee, and Lessee has inspected the Premises and
agrees to accept the Premises on the Commencement Date in its existing,"as-is,where-is,
with all faults"condition. The parties acknowledge and agree that Lessor has agreed to
accept the Base Rent and other charges under this Lease on the basis that Lessee accepts
the Premises"as-is,"and that Lessor shall have no obligation to perform or pay for the
F}uuWMRBAAd 1w 2 1200 Central Blvd.
(No 11;As-1s) Comm costa County
Revo09-01 02/06/03
costs of any improvements,alterations,upgrades or other modifications in or to the
Premises. Any changes to the Premises which are permitted by the Lease and desirable or
necessary for Lessee's use and occupancy of the Premises shall be solely Lessee's
responsibility.
6. Intentionally Deleted
7. Intentionally Deleted.
8. Intentionally Deleted
9. Intentionally Deleted
10. Common Area Exmenses. Lessor's warranties set forth in Section 2.3 of
the Lease are made"to the best of Lessor's knowledge"as of the date of execution of this
Lease by Lessor. Expenses incurred by Lessor for the major repair,reconstruction or
replacement of parking lots and the Building roof shall be included within the term
"Common Area Operating Expenses", and Lessor may collect amounts for reserves for
such costs under Section 4.2(a)(iv). Lessee shall have the right on reasonable advance
notice to inspect and audit Lessor's books and records with regard to Common Area
Operating Expenses, subject to the following: () Common Area Operating Expenses for a
particular calendar year may be audited only once, and any audit must occur within one
(1)year following the end of the year in which the Common Area Operating Expenses
were incurred; and, (ii) any audit shall be conducted only by a Certified Public Accountant
which charges on an hourly or flat rate basis, and not on the amount of any overcharge
discovered or other type of"contingency"-based fee. If the audit determines Lessee
underpaid Common Area Operating Expenses for the period,Lessee shall pay Lessor the
amount of such underpayment within fifteen(I5) days of such determination. If the audit
determines that Lessor overcharged Lessee for Common Area Operating Expenses for
such period,Lessor shall reimburse Lessee for the amount of the overcharge within fifteen
(15) days of such determination. Lessee shall pay to Lessor a fee of three hundred fifty
dollars($350)for each audit,to reimburse Lessor for the cost of its staff time to respond
to the audit request.
11. Lessor's Right to Terminate Lease if Lessee Requests to Sublease or
Assln. If Lessee desires to assign this Lease,or sublet any of the Premises(or if Lessee
actually consurn aces any such assignment or sublease without Lessor's prior written
consent thereto),Lessor may elect, in its sole and absolute discretion,to terminate this
Lease. Any such termination by Lessor must occur by written notice to Lessee,which
notice must be given no later than thirty(30)days following Lessee's written request for
Lessor's consent to an assignment or subletting(or a reasonable time,not less than 30
days, after Lessor acquires actual knowledge of an unconsented-to sublease or
assignment). Lessor's notice shall state the effective date of such termination, which shall
not be less than thirty(30) days,nor more than ninety(90)days, after the date Lessor's
noticeis delivered to Lessee, and on such termination date Lessee shall surrender the
EquWAIREAAMm 1200 Centei Blvd.
(No TI;As4s) Coate Coote County
Rev.09-01 02/06/03
Premises free of all occupants and in the condition required by this Lease. Lessee
acknowledges and agrees that Lessor may lease all or any portion of the Pres to
anyone Lessor desire following any such termination,including,without limitation,the
proposed assignee or sublessee of Lessee. Lessee may negate Lessor's election to
terminate the Lease by delivering to Lesser,within five(5)days after receipt of Lessor's
notice of termination, a notice withdrawing Lessee's request for consent to an assignment,
sublease or other transfer. The parties acknowledge and agree that the right to recapture
as set forth herein is intended to permit Lessor to maintain control over the leasing of
space,to protect its interest in the project.
12. Notic The first sentence of Subparagraph 23.1 and the entirety of
Subparagraph 23.2 are deleted and replaced with this Section 12. Any notice required or
permitted to be given hereunder shall be in writing and shall be delivered by(a)
commercial courier or overnight delivery service„or,(b)by first class certified U.S. Mail,
return receipt requested,postage prepaid. In either of the foregoing cases receipt shall be
the day of delivery or on which delivery is refused. Notices may also be sent via facsimile,
provided a copy is also sent by method(a)or(b). Facsimile notices shall be deemed
received as of the time of transmission during a business day,provided that any fwsimile
sent after 5:00 p.m..in the recipient's time zone or on a non-business day shall be deemed
received the next business clay. Either party may by notice to the other specify a different
address for notice purposes.
13. Lessee's S" e, Lessee is currently occupying the Premises pursuant to
a subbase from another lessee, and has installed its own signage on the building. If Lessee
desires any changes to its sign,it shall be at Lessee's sole expense and.Lessee shall first
obtain:Lessor's written consent to the new signage. Lessor shall have no obligation to
provide any signage of any type to Lessee or to incur any costs with regard to Lessee's
signage.
14. LimAg ons on Lessor's Liability. Lessor shall not be liable for injury or
damage to the persons or goods,wares,merchandise or other property of Lessee,
Lessee's employees,Contractors,invitees or customers,or any other person in or about
the Premises,whether such damage or injury is caused by or results from fire, steam,
electricity, gas,water or rain,or from the breakage, leakage,obstruction or other defects
of pipes fire sprinklers,wires, appliances,plumbing, air conditioning or lighting fixtures, or
from any other cause,whether said injury or damage results from conditions arising upon
the Premises or upon other portions of the Building or the Industrial Center, or from other
sources or places, and regardless of whether the cause of such damage or injury or the
meansof repairing the same is accessible or not. Lessor shall not be liable for any
damages arising from the act or neglect of any other lessee nor from the fitilure by Lessor
to enforce the provisions of any other lease in the Industrial Center. Notwithstanding
anything in this Lease to the contrary,under no circumstances shall Lessor be liable for
injury to Lessee's business or for any loss of income or profit therefrom,or for any
consequential, special or punitive damages. If for any reason Lessee recovers a money
judgment against Lessor, such judgment shall be satisfied only out of: (a)the proceeds of
EquadAM 4AMen 4 1200 Cervi Blvd.
(No TI;A ) COVAM COM CMItY
RovM-01 02/06/03
sale received upon the execution of said judgment against the right,title and interest of
Lessor in the Budding, (b)the rents and other income from such property receivable by
Lessor or(c)the consideration received by Lessor from the sale or disposition of all or
any part of Lessor's right,title and interest in the Building. None of the officers, directors,
shareholders,incorporators,partners,members, agents or principals of Lessor shall be
liable for any deficiency. The foregoing shall not be deemed to limit any right of Lessee to
seek to enjoin violations of Lessor's obligations under this Lease or to seek specific
performance of such obligations.
15. Miscellaneous Changes to AIR.EA Lease form. The following provisions
of the Lease are also modified:
A. Parkirm. Lessee agrees to comply with such reasonable rules and
regulations as may be made by Lessor from time to time in order to insure the proper
operation of the parking facilities. Lessee agrees not to overburden the parking facilities
and agrees to cooperate with Lessor and other lessees in the use of parking facilities.
Lessor reserves the right in its sole discretion to determine whether parking facilities are
becoming crowded,and in such event, to allocate specific parking spaces among Lessee
and other lessees or to take such other steps necessary to correct such condition, including
but not limited to policing and towing, and if Lessee, its agents, officers, employees,
contractors, licensees or invitees are deemed by Lessor to be contributing to such
condition,to charge to Lessee as additional rent that portion of the cost thereof which
Lessor reasonably determines to be caused thereby. Lessor may, in its sole discretion,
change the location and nature of the reserved parking spaces available to Lessee(if
Subparagraph 1.2(b)of the Lease indicates any reserved spaces are granted Lessee, or if
Lessor otherwise grants to Lessee in writing the right to any reserved spaces at any time;
provided that,unless Subparagraph 1.2(b)indicates reserved spaces for Lessee,then
Lessor.shall have no obligation to provide reserved spaces to Lessee,even though Lessor
may provide reserved spaces to other Lessees of the Building or Project from time to
time),provided that after such change,there shall be available to Lessee approximately the
same number of reserved spaces as available before such change.
B. ConPlance with Law. The following is added to Subparagraph
6.3: The parties intend that Lessee shall be fully responsible for all costs to comply with
any existing and future Applicable Requirements erecting the Premises,which need for
compliance arises from or relates to (1)Lessee's particular manner of using the Premises,
(2) any Utility Installations, Alterations or other modifications of or to the Premises
installed by or for Lessee; and, (3)Lessee's interior layout in the Premises. The parties
have expressly negotiated this provision and have agreed to allocate the cost to comply
with Applicable Requirements as provided herein based on the rental rates and other
consideration given to Lessee under this Lease. Lessee acknowledges that Lessor would
have required a higher rental rate absent Lessee's agreement to assume these obligations.
Lessee agrees that it shall be responsible for the costs of compliance with the foregoing-
described Applicable Requirements whether or not the necessary changes are structural or
are presently forseeable, and that such Applicable Requirements include any of those
EquuelAIREAAdden 1200 Central Blvd.
(Iia As-Is} Contra Costa County
Itev.i)09-0i 02/06/03
which may arise ander the Americans with Disabilities Act or other federal or state access-
related requirements.
C. Notice-Rd
are Entry. Any entry into the Premises by Lessor,
Lenders or its/their agents under Subparagraph 6.4 shall only occur after reasonable
advance notice to Lessee.
D. Insurance. The following insurance provisions are inserted into the
Lease and shall supersede any conflicting provisions in the Lease(provided, Lessee's self-
insurance
elfinsurance shall not affect or diminish Lessee's obligations to indemnify Lessor as set forth
in the Lease and waivers of subrogation shall apply to Lessee's self-insurance to the same
extent as they would apply to a third party carrier).
1. Throughout the Term of this Lease, Lessee, at its sole cost
and expense, shall maintain for its benefit, as well as for Lessor, a general self-insurance
program covering bodily injury(including death),personal injury and property damage
including loss of use. Lessee shall provide Lessor a letter of self-insurance indicating the
aforementioned provisions.
2. Lessee shall provide fire insurance on its own contents,
improvements and betterments and personal property contained within or on the Premises
under a standard all-risk policy,excluding earthquake and flood coverages.
3. Lessor shall have no interest in the insurance upon Lessee's
equipment and fixtures not attached to the Premises and will sign all documents
reasonably necessary or proper to waive any such interest in connection with the
settlement or any claim or loss by lessee.
E. Uninsured Losses. If Lessor in good faith obtains a commercially
reasonable form of property damage insurance, and if the insurer refuses to provide
coverage for an event Lessor in good faith believes such insurance should cover, or if
Lessor's lender elects to apply all or any portion of insurance proceeds to pay down its
loan.,either of such events shall be deemed to cause the loss to not be an Insured Loss,
and the provisions of Subparagraph 9.3 of the Lease shall apply to such loss.
F. Requests for Subletti g and Assignment. The$1,040
"nonrefundable deposit"specified in Subparagraph 12.2(e) shall be a minimum fee for
Lessor's processing of the request for consent,which Lessee hereby agrees is reasonable.
In addition to said.fere,Lessee shall reimburse Lessor for any and all attorneys' fees and
costs incurred by Lessor in connection with a request for subletting or assignment, as
additional rent hereunder,to be paid within fifteen(15)days of Lessor's demand.
Pquas/Al"AAMen 6 1200 Caftl 81vcf.
(No T1,As4s) Contra Coen County
Rev.09-01 42/06/03
G. Excess Consideration. The following is added to Subparagraph
12.3: "If Lessee receives any sublease rental, assignment payment or any other
consideration in connection with an assignment or sublease which is in excess of the Base
Rent payable by Lessee hereunder with respect to the portion of the Premises which is
subject to the assignment or subletting,Lessee shall pay to Lessor sixty percent(60%) of
such excess consideration as and when it is received by Lessee. Lessor may also require
the assignee or sublessee to pay such portion of the excess directly to Lessor as and when
it is due to Lessee, and Lessee shall cause such payment to be timely made to Lessor"
H. Tenancy Statement & SNDA. The"Tenancy Statement"which is
referred to in Subparagraph 16.1 shall mean such reasonable form of Lessee estoppel as
Lessor or any proposed or existing lender of Lessor may request Lessee to execute and
return. Lessee agrees to execute and return to Lessor promptly after request Lessor's
lender's standard form of subordination, non-disturbance and attornment agreement.
Failure of Lessee to do so within ten(10)days of Lessor's request shall be a Default under
the Lease.
I. HoldhmOver. Paragraph 26 of the Lease is hereby revised to
provide that if Lessee holds over in violation of Paragraph 26, then during the first thirty
(30)days of such holdover, Lessee shall pay the same monthly Base Rent and other
charges as were due for the month immediately preceding the expiration or earlier
termination of the Lease term. The holdover rental of 20011/o of Base Rent shall commence
as of the thirty-first(31') day following the expiration or earlier termination of the Lease
term. The foregoing shall not be deemed consent by Lessor to any holding over by
Lessee,and if Lessor notifies Lessee in writing at least thirty(30)days prior that Lessor
has a replacement lessee for the Premises and needs Lessee to surrender and vacate no
later than the expiration or earlier termination of the Lease term,then Lessee shall be liable
for all of Lessor's damages if it holds over.
16. Lessee's Dight to Terminate. If Lessee desires at any time during the
Lease term, it may deliver to Lessor written notice terminating this Lease. In such event,
this Lease shall terminate on the date which is one hundred eighty(180)calendar days
following the date of Lessor's receipt of such notice, and Lessee shall surrender the
Premises to Lessor on such date in the condition required by this Lease. If the termination
date is not the last day of a month,rent and other charges for the month in which the
termination date occurs shall be pro-rated on the basis of a 30-day month.
17. Effect. Except as modified by the foregoing provisions of this Addendum,
all of the terms and conditions of the Lease shall remain unchanged.
[CONTINUED ON NEXT PAGE]
Equus/AIREAAdden 7 1200 Central Blvd.
(No TI,As-Is) Contra Costa County
Rev.09-01 02106/03
LIQ Sc�R. LESSEE
:
HPH PROPERTIES,a California general partnership,dba COUNTY OF CONTRA COSTA,a political subdivision
EQUUS GROUP of the Sate of California
<g By:
Ad6MM1t&
BARTON GILB.—ERT
n Print Name: IRECT R O GENER I SERVICES
Name:
Its: Director of General Services
Its: Authorized Agent
RECOMMENDED FOR APPROVAL:
Print Name:
Its: Director of Capital Facilities and
Deist Management
By:
Print Name:
Its: Deputy General Services Director
By:"'jam R�� �.%Y`-.t-,i•�_...-
Print Name`
Its: Sheriff-Coroner
By:
Print Name:—
Its: Lease Manager
APPROVED AS TO FORM:
S1LVAXQ MARCHESI,County Counsel
By �V
f �!
Print Name
Its: Deputy 0 V"k
Equus/AIREAAdden $ 1200 Central Blvd.
(No TI;As-is) Contra Costa County
Rov.09-01 02/06/03
EXHIBIT
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Entry
1200 CENTRAL BOULEVARD 7 SUITE B, BRENTWOOD
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