HomeMy WebLinkAboutContracts & Agreements_176-2010_CCv0001.pdf SHOPPING CENTER
STANDARD LEASE
by and between
Orange Street Plaza,LLC
and
the City of Redlands
Address of Premises: 550 N.Orange St.
Redlands,CA 92374
Space Number within Center: 9 C
` .
TABLE OF CONTENTS
ARTICLE I FUNDAMENTAL LEASE PROVISIONS------------------------'»
u Definitions 5
1.2 Building 5
1.3 Addenda 6
1.4 Exhibits 7
ARTICLE Il DEMISED PREMISES 8
ARTICLE III TERM 8
3.1 Commencement vrTerm 8
3.2 Tenant's Work 8
ARTICLE IV RENT 8
4.1 Minimum Annual Rent 8
4.2 Minimum Annual Rent Adjustment......---.....................--........-- ..... -.....- o
4.3 Security Deposit 8
4.4 Percentage Rent n
4.5 Statement of Gross Sales 8
4.6 Gross Sales 8
ARTICLE V COMMON AREA EXPENSES,PREMISES MAINTENANCE OBLIGATIONS, o
5./ Common Area Expenses.............--...------ ..........................._______...... u
5.2 ceruinoui|dinomoinunanc,nmigmiou -------------------------u
5.3 Taxes............... -- ..... -...... ......................-........ -_----'_- o
5.4 Definition of Real Property Taxes 8
5.5 Allocation v/Real Property ru^,u ................--- ..... -.....--....- ..... -...........-x
5.6 ..... ............................----.......... ....................... ....... ----
5.7 Insurance Allocation--------_--------------------____,
5 Annual Statement---'.................---- .......................................... -- v
5.9 Administrative Fee......... ..... _--............................... ............--.....- .......... -v
5.10 Additional ........... -............................--..........-.................-.....
--o
ARTICLE VI PERMISSIBLE USE...... -----.......................... .......-------.......... .....
'»
6.1 Permitted Uses 9
ARTICLE VII UTILITIES ......................------- ..........- .........----' ......... -- ........'»
7.1 Utility Installatio ------------------------------ v
7.2 Payment n/Utility Cost-'---�----'-'--------'--'----'-'-»
7,3 w^Liability---------------------------------------�m
ARTICLE VIII INDEMNITY AND INSURANCE.........--......-...... ..............___________ m
8.1 Indemnification and Waiver ------------------------------m
8.2 rmum'sInsurance omigmhn--- ................ ......... -.........---.......................... -.m
8.3 Policy Requirements ||
8.4 Increase in Coverag //
8.5 Blanket Coverage 11
8.6 Landlord's Insurance Obligation12
8.7 Insurance Use Restriction12
ARTICLE IX TENANT'S ALTERATIONS
9.1 Permitted Alterations 12
9.2 Manner of Construction 12
9.3 Construction Insurance 13
ARTICLE X MECHANICS'LIENS 13
10.1 Tenant's Lien o»umatwns---.............------- ...............-----..................--o
10,2 Notice13
ARTICLE X1 sxGma-.........----............ ....._______.....-.........-- .....................-- n
11.1 Generally--------------_---'__-------'-'_--o
|o Affirmative Obligation 14
ARTICLE XII rmAocFIXTURES AND PERSONAL PROPERTY---_-_'--_---_'w
12,1 Ownership, 14
12 2 Removal. 14
o3 Personal Property Tax-_-------------------_--------|4
2 Landlord's initials
Tenant's initials
-�� _
^ .
ARTICLE XIII ASSIGNMENT,SUBLEASE AND OTHER TRANSFERS.............,...........,.....,,,,,.,,,,,,,,,,,14
13.1 Restrictions......-...... -....................-........ .... ..... -......----...............
-----�w
13,2 Procedure for Transfer------------ ----------------------n
13.3 Transfer Rent Adjustment 15
13.4 Required Documents n
13.5 Merger and Consolidation m
13.6 Transfer Profits 15
13.7 Bankruptcy 16
ARTICLE XIV OPERATION OF TENANT'S BUSINESS 16
14.1 Continuous Operation 16
14z Operating Hours 17
14.3 Radius Clause 17
14.4 Quiet Enjoyment 17
ARTICLE XV REPAIRS AND MAINTENANCE 17
15.' Tenant's Maintenance Obligations 17
15.2 Landlords Maintenane Obligations 17
15.3 Definition of Exterior Walls 17
15.4 Grant v/License 1.8
15.5 Heating and Air Conditioning Equipment IS
15.6 umnnuer--...........-.... -.............-----..................................---............... 18
ARTICLE XVI DAMAGE AND DESTRUCTION-----------------------------m
m./ Insured cmuauv---- ........... ......_______........ --...........- ........... ..............'m
16.2 Uninsured Casualty..... ..............................-------.... ---.........._________ m
/6.3 Damage tothe romer-....... -................- ....... .... .........-......----.......--'n
/6.4 Damage Near End mTerm--............. .......... .... -..... ..... ..... ............-.......-w
16.5 Release vrLiability--.............. -- .......----..............-..... - ..... - ...... n
16.6 Abatement m/Rent ...........-...........--............ ........... -_-...- ........ -..... -n
16.7 Statutory Waiver ................ -........---...... ..............---_.............._______n
ARTICLE XVII COMMON AREAS............- ............________....... ........ -..........--...........---'m
17.1 Use mrCommon Areas-'------------�------'--'-------�n
17.2 Enlargement"rCommon Areas------------------------------'n
17.3 Common Areuxole,anaxegulation --------------------------'zn
17.4 Control vrCommon Area..... ---.............. --............ _'--.....................
---m
17.5 Employee ParkinRestrictions20
ARTICLE XVIII TENANT'S DEFAULTS;xcxsmES........... '-...... .....-........--.... ---....... z/
18.1 Events vrDefault-------------------------------------2|
18.2 Remedies ------'-----'----'-----//
/8.3 Computations 23
/8.4 Definition of Worth at the Time of Award 23
18.5 Cure orTenant's Default ........... ........__________........................-- ........... ---z3
18.6 No Waive23
ARTICLE XIX DEFAULT BY LANDLORD 23
19.1 Generally 23
19.2 Limitation 23
ARTICLE XX ATTORNEYS'FEES 24
ARTICLE XXI EMINENT DOMAIN 24
21.1 Taking Resulting in Termination 24
z/z Partial Taking 24
2/.3 Award 24
zw 'Transfer Under Threat^fTaking------------------------------z*
21.5 Requisitioning /4
ARTICLE XXII SUBORDINATION roFINANCING;xTronwkIsmT----------------'2o
22.1 Subordination 25
22 Future Encumbrance
22 3 Au^mmm,--'_---_-'_----------_-----_-'-_--'25
zz4 w^n-nismmouce--------------------------------------�c
22.5 Estoppel Certificate-------_-__----_--_-____----25
�xTuzscvm SALE o+PREMISES o,LANDLORD
_-----------------_-�s
� Laxdlmd`xini6aln
Tenant's initials ��/
/ *�_
. .
ARTICLE XXIV HOLDOVER BY TENANT 2y
24.1 Holdover Tenancy "
24,2 Failure mSurrender..... ....--....... ' ........____...........— ............ '---'—z6
ARTICLEXXV NOTICES_....—_-----...............................................—...... —..........--.....--26
25.1 Notices.....—........................ —'_ ......................---' ........—'...........--''2"
25.2 Default Notices 26
ARTICLE XXVI LANDLORDS RIGHT TO RELOCATE PREMISES 27
ARTICLE XXVII PROMOTIONAL FUND 27
27.1 Promotional Fund('harge 27
27.2 Shopping Center Grand Opening................................... .......................---.............. 27
27.3 Advertising 27
27.4 11 the Shopping Center has a Merchant Association 28
ARTICLE XXVIII CAPTIONS AND TERMS 28
zo
28.1 n:��"'=Vu�---------------------------------------.
28.2 Parties28
ARTICLE XXIX OBLIGATIONS AND SUCCESSORS 28
ARTICLE XXX wmcsLLaweooS,novISmNu----------------------------"u
30,1 Severability28
30.2 Warranty of Corporate zo
�o
30.3 u,�r,---------------------------------------�
30.4 Right mLease---------------------_---------'---'29
30.5 Governing 4w .........—_--............. ----...............— ........................ ........—29
30.6 Entry by Landlord z
9
30.7 Force Majeure 29
30,8 Cumulative mi»xts--........... ..........................--....--.....---.........--.....—...—'~n
30" Time 29
30.10 Relationship v/Parties----------------------------------~n
30.11 Late Charges----------'—'--------------------'29
30.12 Financial Statements 30
30.13 Real Estate Brokers------'--''-----------------------m
30,1* Interest °
30.15 wuDiscrimination----------------------------------'—m
m
30.16 s�mhaav"-------_-----__________________________
30.17 Hazardous Materials—_--_----_--------'_----'_--'—'m
mm Disclaimer of 3/
30./9 Jurisdiction s/
30 20 Confidentiality'—'---'-------------'---------'---31
Exhibits: The following drawings, documents and provisions are attached hereto as
Exhibits and incorporated herein by reference:
Exhibit"A": General site plan of the Center. Landlord may change the
configuration,size,location number and extent of the improvements to any portion of the Center
as permitted by and subject to the conditions in Section 17.3 below.
Exhibit"B": Description of Premises.
Exhibit"C": Construction Allowance.
Description of work to be performed by Landlord("Landlord's Work")and by Tenant("Tenant's
Work")in or on the Premises. The Premises shall be constructed pursuant to and in accordance
with the procedures outlined in Exhibit"C".
Exhibit"D": Guarantee of Lease.
Exhibit"E": Form of Tenant's Certificate.
Exhibit"F": Sign Criteria.
Exhibit"G": Rules and Regulations.
Exhibit"H": Memorandum Confirming Term
Exhibit"I": Insurance: Additional Insured's
Addendum: Option to Extend and other provisions
w Lund\ord'aiuibub
Tenant's initials ,-
SHOPPING CENTER RETAIL SHOP LEASE
PREAMBLE
THIS SHOPPING CENTER RETAIL SHOP LEASE ("LEASE") is dated November 16, 2010
("Effective Date"), and entered into by and between Orange Street Plaza, LLC (Landlord"), and
Redlands Police Department("Tenant").
FUNDAMENTAL LEASE PROVISIONS
1.1 Definitions. For purposes of this Lease, the following terms shall have the following
meanings:
Lease Term: Month to Month
(Section 3.1)
Possession Tender Date: The date Landlord notifies Tenant in writing that possession to
(Articles V and VII) the Premises is available to Tenant pursuant to Section 3.1
hereof.
Square Footage of Approximately 560 square feet
Premises:
Rental Commencement NA
Date:
(Section 4.1)
Expiration Date: Month to Month
Options: NA
(See Addendum)
Minimum Annual Rent: $1.00 per year
(Section 4.1)
Percentage Rent: NA
(Section 4.4)
Use of Premises: Tenant shall use the Premises for the following purpose only,
(Article VI) and for no other use or purpose:
General office police substation.
Trade Name: City of Redlands
(Article VI)
Address for Notices: Orange Street Plaza,LLC
(Article XXV) 23901 Calabasas Rd.,Suite 1064
Calabasas,CA 91301
To Landlord: Attention: General Manager
Telephone:(818)591-3800 Fax: (818)225-1064
Landlord's initials
Tenant's initials 4
To Tenant: Redlands Police Department
35 Cajon St.
Redlands,CA 92373
Contact:
Chief of Police 909-798-7661
Brenda Boon 909-335-4751
With Copy to:
GUARANTOR: NA
Concurrent Payments:
Security Deposit: NA
(Section 4.3)
First Month's Rent: NA
Other: Common Area,
Taxes & Insurance
("NNN"):
Total: NA
Promotional Fund Charge: $0 and 00/100 Dollars ($0.00) per square foot of floor area in
(Article XXVII) the Premises per annum.
Center: That certain shopping center known as Orange Street Plaza
(Article II) located in the City of Redlands, State of California.
(Exhibit "A")
1.2 Building: The building designated on the attached Exhibit "A". The
(Section 5.2) Premises are situated within the Building.
1.3 Addendum: NA
1.4 Exhibits: The following drawings, documents and provisions are attached
hereto as Exhibits and incorporated herein by reference:
Exhibit"A": General site plan of the Center. Landlord may change the
configuration,size,location number and extent of the improvements to any portion of the Center
as permitted by and subject to the conditions in Section 17.below.
Exhibit"B": Description of Premises
Exhibit"C": Description of work to be performed by Landlord("Landlord's
Work") and by Tenant ("Tenant's Work") in or on the Premises. The Premises shall be
constructed pursuant to and in accordance with the procedures outlined in Exhibit"C".
Exhibit"D": Deleted in its entirety
Exhibit"E": Form of Tenant's Certificate.
Exhibit "F": Sign Criteria.
Exhibit "G": Rules and Regulations.
Landlord's initials
Tenant's initials
Exhibit"II": Deleted in its entirety
Exhibit"I": Insurance:Additional Insured's
Addendum:
Landlord's initials
Tenant's initials /yt
ARTICLE II
DEMISED PREMISES
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises,which Premises are
situated within the Center as delineated in Exhibits"A"and"B"hereof.
This Lease is subject to the terms,covenants and conditions herein set forth,and Tenant covenants as a
material part of the consideration of this Lease to keep and perform each and all of such terms,covenants and
conditions to be kept and performed by it.
ARTICLE III
TERM
3.1 Commencement of Term. The Lease Term shall commence as of the Rental Commencement
Date and shall continue thereafter for the period of the Lease Term set forth in Section LI above,unless sooner
terminated as hereinafter provided. Landlord agrees to deliver to Tenant, and Tenant agrees to accept from
Landlord,possession of the Premises upon substantial completion of the"Landlord's Work"as described in Exhibit
"C". The Possession Tender Date shall be the date that Landlord gives written notice to Tenant that the Landlord's
Work in the Premises has been substantially completed in accordance with Exhibit"C" and that possession to the
Premises is available to Tenant. Landlord and Tenant shall execute a Memorandum confirming term attached as
Exhibit"H".
3.2 Tenant's Work. Tenant shall commence and complete Tenant's Work within thirty (30) days
following the notice from Landlord described in Section 3.1 above that Landlords Work has been substantially
completed in accordance with Exhibit"C". During such thirty(30)day period,Tenant,at its sole cost and expense,
shall perform all of Tenant's Work as set forth in Exhibit"C"and shall equip the Premises with all trade fixtures and
personal property suitable or appropriate for the regular and normal operation of the type of business in which
Tenant is engaged. Tenant further agrees to open for business as soon as possible after substantial completion by
Landlord of Landlord's Work as specified in Exhibit "C. In the event Tenant has not completed their work as
required in accordance with Exhibit C by the expiration of the construction period as stated in the Fundamental
Lease provisions,Landlord reserves the right,at their option,to terminate the lease,release the Premises and pursue
Tenant for physical damages incurred to the Premises and for the rent and common area charges for the balance of
the term,any and all rent abatement,tenant improvements,leasing commissions and any and all tenant incentives and
costs incurred to the Landlord related to this Lease,including,but not limited to,legal fees and collection costs.
ARTICLE IV
RENT
4.1 Minimum Annual Rent. Deleted in its entirety
4.2 Minimum Annual Rent Adjustment. Deleted in its entirety
4.3 Security Deposit. Deleted in its entirety
4.4 Percentage Rent. Deleted in its entirety
4.5 Statement of Gross Sales. Deleted in its entirety
4.6 Grose Sales. Deleted in its entirety
ARTICLE V
COMMON AREA EXPENSES,PREMISES MAINTENANCE OBLIGATIONS,
TAXES AND INSURANCE
5.1 Common Area Expenses. Deleted in its entirety
5.2 Certain Building Maintenance Obligations. Deleted in its entirety
5.3 Taxes. Deleted in its entirety
5.4 Definition of Real Property Deleted in its entirety
5.5 Allocation of Real Property Taxes. Deleted in its entirety
5.6 Insurance. Deleted in its entirety
Landlord's initials
Tenant's initials
5.7 Insurance Allocation. Deleted in its entirety
5.8 Annual Statement. Deleted in its entirety
5.9 Administrative Fee. Deleted in its entirety
5.10 Additional Rent. Deleted in its entirety
ARTICLE VI
PERMISSIBLE USE
6.1 Permitted Uses.
A. Tenant shall use the Premises solely for the purpose and under the trade name specified in
Section 1,1 hereof,and Tenant shall not use or permit the Premises to be used for any other purpose or purposes or
under any other trade name whatsoever; provided that Landlord shall not unreasonably withhold its consent to a
change in the permitted trade name in connection with an assignment or sublease made with Landlord's consent
under Article XIII hereof. Landlord may,in Landlord's sole and absolute discretion,authorize an alternative use of
the Premises, but such authorization must be in writing and may be subject to such conditions as Landlord, in
Landlord's sole and absolute discretion,may determine to be appropriate,including without limitation an adjustment
to the percentage used to calculate Percentage Rent under Section 4.4 hereof.
B. Tenant further covenants and agrees that it will not use,nor suffer or permit any person or
persons to use the Premises or any part thereof for any use or purpose in violation of the Declaration of Covenant,
Conditions and Restrictions("CC&R's)or of the laws of the United States of America,the State of California,or the
ordinances, regulations or requirements of the local, municipal or county governing bodies or any other lawful
governmental or quasi-governmental authorities having jurisdiction over the Center. Tenant shall,at its sole cost and
expense,promptly comply with all laws, statutes,ordinances and governmental rules, regulations or requirements
now in force or which may hereafter be in force relating to or affecting the condition, use or occupancy of the
Premises, including without limitation making alterations and/or additions to the Premises, excluding, however,
structural changes not related to or affected by Tenant's improvements, acts or use of the Premises, not required
solely as a condition to any building or other permits issued to or obtained by Tenant or any party acting by,through
or under Tenant and not included within the Tenant's Work. Tenant further agrees to cooperate reasonably with
Landlord in satisfying the requirements of'any traffic mitigation programs applicable to the Center,including without
limitation providing information to and/or regarding Tenant's employees with respect to public transportation
programs and/or ride sharing programs.
C. Tenant agrees not to conduct or operate its business in any manner which could
jeopardize or increase the rate of any tire or other insurance on the Premises or Center or to engage in conduct which
may constitute a nuisance to, or interfere with, the other property of Landlord or its business, or the property or
business of other tenants of the Center. Tenant may not display or sell merchandise,or allow carts,portable signs,
devices or any other objects to be stored or to remain outside the defined exterior walls or roof or permanent
doorways of the Premises,or in the hallways. Any sign placed or erected by Tenant and permitted hereunder shall
be kept by Tenant safe, secure and in conformance with the requirements of the local governing body having
jurisdiction over the Center and each of the restrictions and requirements set forth in Exhibit"F"hereof. No aerial or
antenna shall be erected on the roof or exterior walls of the Premises without, in each instance, the prior written
consent of Landlord. In addition, Tenant agrees that it will not solicit in any manner in any of the automobile
parking and common areas of the Center.
D. Tenant shall use its best efforts to complete or cause to be completed all deliveries,
loading,unloading and services to the Premises prior to 10:00 A.M.of each day,and to prevent delivery trucks or
other vehicles servicing the Premises from parking or standing in service areas for undue periods of time. Landlord
reserves the right to further reasonably regulate the activities of Tenant in regard to deliveries and servicing of the
Premises,and Tenant agrees to abide by such further reasonable rules and regulations which Landlord may impose
from time to time.
ARTICLE VII
UTILITIES
7,1 Utility Installation. Landlord agrees that it will cause to be made available to Tenant upon or
adjacent to the Premises on the Commencement Date, facilities for the delivery to the Premises of water, power,
sewer charges,electricity,and telephone service,and for the removal of sewage from the Premises. 'Tenant agrees to
use such utilities in connection with the use of the Premises,
7.2 Payment of Utility Cost. All utilities for water, power, gas and electric current and all other
utilities used by Tenant on or from the Premises from and after the Possession Tender Date, shall be paid by the
Landlord,
Landlord's initials
Tenant's initials
In the event that any utilities are furnished to the Premises by Landlord,whether sub-metered or otherwise,thenand
in that event, Tenant shall pay Landlord for such utilities, but the rates charged to Tenant by Landlord shall not
exceed those of the public utility company furnishing same to Landlord as if its services were being furnished
directly to Tenant.
7.3 No Liability. Except for Landlord's gross negligence.Landlord shall not be liable in damages or
otherwise for any failure or interruption of any utility service being furnished to the Premises,and no such failure or
interruption shall entitle Tenant to terminate this Lease or withhold any rent or any other sums due under the terms of
this Lease.
ARTICLE VIII
INDEMNITY AND INSURANCE
8.1 Indemnification and Waiver. Tenant agrees that Landlord shall not be liable for any damage or
liability of any kind,or for any injury to or death of persons,or damage to property of Tenant or any other person
after the Effective Date noted in the Preamble, from any cause whatsoever,resulting from the use,occupation or
enjoyment of the Premises or the operation of business therein or therefrom by Tenant or any person holding under
Tenant or by Tenant's agents,contractors,employees,or invitees. To the fullest extent permitted by law,Tenant
hereby further agrees to defend,indemnify and save harmless Landlord from all such liability whatsoever including,
without limitation,liability for any real or claimed damage or injury and from all liens,claims,demands,liabilities
and/or obligations arising out of the use of the Premises and its facilities or the conduct of Tenant's business,any
repairs or alterations which Tenant may make upon the Premises and any claims of any employee of Tenant against
Landlord. Tenant shall further indemnify and hold harmless Landlord against and from any and all liens,claims,
demands, liabilities and/or obligations arising from any breach or default in the performance of any obligations on
Tenant's part to be performed under the terms of the Lease,or arising from any act, neglect, fault or omission of
Tenant,or its agents,contractors,employees,or invitees or from any release of Hazardous Materials as provided in
Section 30.17 below and from and against all costs,attorneys'fees,expenses and liabilities incurred in or about such
claim or any action or proceeding brought thereon;and in case of any action or proceeding brought against Landlord,
shall defend the same at Tenant's expense by legal counsel approved in writing by Landlord. Tenant shall not be
liable for damage or injury ultimately determined by a court of competent jurisdiction to be occasioned by the gross
negligence of Landlord and its designated agents,servants or employees,unless the same is covered by insurance
Tenant is required to provide. The foregoing obligation of Tenant to indemnify shall include all costs of legal
counsel and investigation,together with other costs,expenses and liabilities incurred in connection with any and all
claims of damage.
8.2 Tenant's Insurance Obligation Tenant further covenants and agrees that it will procure,carry
and maintain from the Effective Date noted in the Preamble until the expiration of the Lease Term,at Tenant's sole
cost and expense,the following types of insurance in the amounts and forms hereinafter specified:
A. Public Liability and Property Damage. Tenant shall at all times maintain in effect a
policy or policies of comprehensive or commercial general liability insurance and property damage insurance with
limits of not less than Two Million Dollars($2,000,000.00)combined single limit insuring against any and all losses
of liability and/or liability of the insured(Tenant) with respect to the Premises or arising out of the maintenance,
condition,use or occupancy thereof,and property damage. All such comprehensive or commercial general liability
insurance and property damage insurance shall specifically insure the performance by Tenant of the indemnity
agreement as to liability for injury to or death of persons and injury or damage to property contained in Section 81
hereof. Such policies shall include, without limitation,coverage for personal injury,product liability,contractual
liability,owner's protective, broad form property damage, liquor liability (if applicable) owned and non-owned
automobile liability;and fire,lightning,hail,explosion and water damage. The Landlord shall be listed as additional
insured in accordance with the entities listed in Exhibit"I".
B. Plate Glass. Tenant shall be responsible for the maintenance of the plate glass on the
Premises,but shall have the option either to insure the risk pursuant to Section 8.2(C)hereof or to self insure same,
which shall obligate Tenant to be personally liable for any claim,loss or damage related thereto,together with the
cost of the repair of same. Tenant's responsibility for maintenance of the plate glass includes its replacement in the
event repair of the glass would not restore the glass to its original condition at the time of installation.
C. Tenant Improvements. Tenant shall at all times maintain in effect property insurance
covering all improvements to the Premises,except for the"shell"improvements defined in Section 16.1 below which
are to be insured by Landlord under Section 8.6 below. Landlord shall be included as an additional insured and a
named payee on all such policies. The improvements to be insured by Tenant's insurance shall include, without
limitation,all of Tenant's Work as described in Exhibit"C"hereof,Tenant's leasehold improvements,any leasehold
improvements included within the Premises and leased by Landlord to Tenant and alterations or additions permitted
under Article IX hereof, together with Tenant's trade fixtures,merchandise and all personal property from time to
time in,on or upon the Premises, Such insurance shall be in an amount not less than one hundred percent(100%)of
the full replacement cost,without depreciation,of such improvements and shall provide protection against any peril
included within the classifications of"All Risk"and"Fire and Extended Coverage',together with insurance against
sprinkler damage, vandalism and malicious mischief:and, if required by Landlord,any mortgage or beneficiary of
10 Landlord's initials ------
Tenant's initials
Landlord and/or Landlords lessor,insurance against earthquake and flood. Any such insurance policy proceeds shall
be used for the repair or replacement of the property damaged or destroyed unless this Lease shall cease and
terminate under the provisions of Article XVI hereof, whereupon any proceeds of insurance,except proceeds for
damages to Tenant's trade fixtures, merchandise and personal property, shall be payable to Landlord, Insurance
coverage called for hereunder shall also provide for business income loss in an amount to provide for one(I)year's
rent and other charges payable hereunder, payable to the Landlord if the Premises are destroyed or rendered
inaccessible by a risk insured against Any deductible provided in such insurance shall not exceed $5,000 per
occurrence without written approval from Landlord.
It is understood and agreed between Landlord and Tenant that in the event any peril included within the
classifications of"All Risk"and"Fire and Extended Coverage"occurs causing any loss including,but not limited to,
business interruption,loss of rent,personal property and damages to furniture,fixtures and equipment,the Tenant
shall repair the Premises,and any units that were damaged,and restore to its original condition prior to the loss and
any and all insurance proceeds shall be spent solely for the repairs to any and all damages and replacement of the
fixtures and attached personal property and building,for the benefit of the Landlord. In the event the Tenant does
not proceed with the repair immediately,all insurance proceeds and insurance rights shall be immediately assigned to
the Landlord. All repairs shall be under direct supervision of the Landlord and all insurance proceeds shall be
deposited into the Landlord's account for the benefit of the repairs and any associated losses. It is understood and
agreed upon by Landlord and Tenant that if Tenant fails to provide in a timely manner fire&liability insurance for
the demised Premises,Landlord shall have the right to purchase the insurance at Tenant's sole expense and Landlord
shall charge a 10%administration fee.
D. Workers' Compensation. Tenant shall carry Workers'Compensation insurance for all
Tenant's employees as required by law, together with Employers Liability coverage with a limit of not less than
$1,000,000.
8.3 Policy Requirements. All policies of insurance to he provided by Tenant hereunder shall be
issued by insurance companies with a general policy holder's rating of not less than A and a financial rating of not
less than Class VII as rated in the most current available Best's Insurance Reports and who are qualified to do
business in the state where the Center is located. All such policies shall name Landlord as an additional insured and
loss payee,and if requested by Landlord,any mortgagee or trust deed beneficiary of Landlord shall be named as the
beneficiary under a standard mortgagee's loss payable endorsement and any lessor of Landlord shall be named as an
additional insured and/or loss payee,as Landlord may direct;which policies shall be for the mutual and joint benefit
and protection of Landlord, Tenant, Landlord's mortgagees or trust deed beneficiaries, and/or Landlord's lessor.
Executed copies of such policies of insurance or original certificates thereof shall be delivered to Landlord and to
any other parties designated by Landlord on or prior to Tenant's entry into the Premises and thereafter at least thirty
(30)days prior to the expiration of the term of each such policy. All public liability and property damage policies
shall contain(a)an endorsement allocating to the Premises the full amount of liability limits required by this Lease;
(LI)a provision that coverage must be on an"occurrence basis";and(c)a provision that Landlord,although named as
an additional insured,shall nevertheless be entitled to recovery under such policies for any loss occasioned to it,its
servants,agents,or employees by reason of any act or omission of Tenant or its servants,agents,employees,invitees
or contractors, As often as any such policy shall expire or terminate,renewal or additional policies shall be procured
and maintained by Tenant pursuant to the terms of this Article VIII. All policies of insurance and all certificates of
such insurance delivered to Landlord or to third parties designated by Landlord must contain a provision that the
company writing such policy will give to Landlord and the holders of other certificates of such insurance at least
thirty(30)days'notice in writing in advance of any cancellation or lapse or the effective date of any reduction in the
amount of or other material change of insurance. All public liability,property damage and other casualty policies
shall be written as primary policies,not contributing with and not in excess of coverage which Landlord may carry,
In no event shall the then required limits of liability of any policy be considered as limiting the liability of the Tenant
under this Lease.
8.4 Increase in Coverage. In the event Landlord or any Landlord's lessor or any mortgagee or trust
deed beneficiary of Landlord deems it necessary to increase the amounts or limits of insurance required to be carried
by Tenant hereunder, Landlord may reasonably increase such amounts or limits of insurance, and Tenant shall
increase the amounts or limits of the insurance required to be carried by Tenant hereunder and shall provide
Landlord and any parties designated by Landlord with policies or original certificates indicating the increased
amounts or limits as provided in Section 8,3 hereof.
8.5 Blanket Coverage. Tenant's obligations to carry insurance provided for in this Article may be
brought within the coverage of a so-called blanket policy or policies of insurance carried and maintained by Tenant;
provided,however,that Landlord,any mortgagee or trust deed beneficiary of Landlord,and Landlord's lessor,if any,
shall be named as an additional insured, loss payee and/or beneficiary under a standard mortgagee's loss payable
clause thereunder,as designated by Landlord,as their respective interests may appear,and that the coverage afforded
Landlord will not be reduced or diminished by reason of the use of such blanket policy of insurance,and provided
further that the requirements set forth herein are otherwise satisfied. Tenant agrees to permit Landlord at all
reasonable times to inspect the policies of insurance of'Tenant covering risks upon the Premises to the extent that
such policies have not been delivered to Landlord.
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8.6 Landlord's Insurance Obligations. Landlord shall maintain in effect a policy or policies of
insurance covering the "shell" of the Premises (as defined in Section 16.1 below), either alone or with other
buildings in the Center(note: the shell of the Premises excludes the"Tenant's Work" as described in Exhibit"C"
hereof,Tenant's leasehold improvements,alterations or additions permitted under Article IX hereof,Tenant's trade
fixtures, merchandise and other personal property and any leasehold improvements constituting a part of the
Premises and leased to Tenant by Landlord), in an amount of not less than eighty percent (80%) of its full
replacement cost (excluding excavations, foundations and footings) during the Lease Term, providing protection
against any peril generally included within the classifications of"All-Risk"or"Fire and Extended Coverage"(and
"Earthquake Insurance" and"Flood insurance" if Landlord or its lender deems such insurance to be necessary or
desirable), together with insurance against sprinkler damage,vandalism and malicious mischief and such further
endorsements and/or coverages as Landlord or Landlord's lender deems necessary or desirable. Landlord's
obligation to carry the insurance provided for herein may be brought within the coverage of a so-called blanket
policy or policies of insurance carried and maintained by Landlord,provided that the coverage afforded will not be
reduced or diminished by reason of the use of such blanket policy of insurance. If available without cost,or if
Tenant pays such cost, Landlord shall obtain a waiver of subrogation for Tenant's benefit from the insurer(s)
providing the insurance to be obtained by Landlord pursuant to this Section.
8.7 Insurance Use Restrictions. Tenant shall comply with the requirements and regulations of any
insurance carrier providing insurance for the Premises or the Center. Tenant agrees that it will not at any time after
the Effective Date noted in the Preamble carry any stock of goods or do or permit anything to be done in or about the
Premises which will in any way tend to increase the insurance rates upon the building of which the Premises are a
part or upon any other improvements in the Center. Tenant agrees to pay to Landlord forthwith upon demand the
amount of any increase in premiums for insurance against loss by fire or any other peril normally covered by fire and
extended coverage insurance that may be charged during the Lease Term on the amount of insurance to be carried by
Landlord on the Center,or any portion thereof,resulting from the foregoing or from Tenant doing any act in or about
the Premises which does so increase the insurance rates,whether or not Landlord shall have consented to such act on
the part of Tenant. If Tenant installs upon the Premises any electrical equipment which constitutes an overload on
the electrical lines of the Premises, Tenant shall at its own expense make whatever changes or provide whatever
equipment safeguards are necessary to comply with the requirement of the insurance underwriters and any
governmental authority having jurisdiction thereover, but nothing herein contained shall be deemed to constitute
Landlord's consent to such overloading.
ARTICLE IX
TENANT'S ALTERATIONS
9.1 Permitted Alterations. Landlord agrees that Tenant may, from time to time after the Effective
Date noted in the Preamble,at Tenant's sole cost and expense and after giving Landlord at least thirty(30)days'prior
written notice of its intention to do so, make such alterations,additions and changes in and to the interior of the
Premises(except those of a structural nature)as Tenant may find necessary or convenient,provided that the value of
the Premises is not thereby diminished, and provided that no alterations,additions or changes costing in excess of
Five Thousand Dollars(S5,000.00)may be made without first procuring the prior written consent of Landlord. In no
event shall Tenant make any alterations,additions or changes to the storefront,or the exterior walls or roof of the
Premises or that affect or change the exterior appearance of the Building,nor shall Tenant erect any mezzanine or
increase the size of same,if one be initially constructed,unless and until the written consent of Landlord shall first
have been obtained, which consent may be withheld in Landlord's sole and absolute discretion. Tenant shall not
make or cause to be made any penetration through the roof or demising walls of the Premises without the prior
written consent of Landlord.
9.2 Manner of Construction. All alterations,additions,or changes to be made to the Premises that
require the prior written consent of Landlord under Section 9.1 above,as well as the work to be performed by Tenant
pursuant to Exhibit "C" hereto (a "major alteration"), shall be under the supervision of a licensed architect or
licensed structural engineer approved by Landlord and shall be made in accordance with plans and specifications
with respect thereto,approved in writing by Landlord before the commencement of work. Failure of Landlord to
disapprove any such plans and specifications within fifteen(15)days of submission shall be deemed its approval of
same. All work with respect to any alterations, additions or changes must be done in a good and workmanlike
manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit
except during the period of work. Upon completion of any major alteration,Tenant agrees to cause a Notice of
Completion to be recorded in the office of the Recorder of the County in which the Premises is located in accordance
with the Section 3093 of the Civil Code of the California or any successor statute. Major alterations or any portion
or part of any major alterations,at Landlord's option,shall be removed by Tenant,at Tenant's sole cost and expense,
at the expiration or termination of this Lease. Such option shall be exercised by Landlord,if at all,not less than
thirty(30)days prior to the expiration of the Lease Term or within twenty(20)days of any earlier termination of this
Lease. It'Landlord elects to cause Tenant to remove all or any portion of the major alterations,Tenant shall repair
any damages to the Premises resulting from such removal, as a part of such work. Subject to the foregoing, all
improvements to the Premises by Tenant including,but not limited to, light fixtures,floor coverings and partitions,
and other items comprising Tenant's Work pursuant to Exhibit "C", but excluding trade fixtures and signs, shall
immediately become the property of Landlord upon installation thereof All materials used in any alterations or
changes to the Premises,including without limitation the work to be performed by Tenant under Exhibit"C"hereof
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shall be new or like new quality and condition. Any such alterations,additions or changes shall be performed and
done strictly in accordance with the laws and ordinances relating thereto. In performing the work of any such
alterations,additions or changes,Tenant shall have the work performed in such manner as not to obstruct the access
to the premises of any other occupant to the Center. Tenant shall furnish Landlord with a copy of all applicable
construction permits and plans for major alterations including,without limitation, the work to be performed by
Tenant under Exhibit"C" hereof,so that Landlord may hold in its file a complete and accurate set of permits and
plans for all major alterations to the Premises,including all work performed by Tenant under Exhibit"C"hereof.
It is understood and agreed between Landlord and Tenant that in the event any peril included within the
classifications of"All Risk"and"Fire and Extended Coverage"occurs causing any loss including,but not limited to,
business interruption,loss of rent,personal property and damages to furniture,fixtures and equipment the Tenant
shall repair the Premises,and any units that were damaged,and restore to its original condition prior to the loss and
any and all insurance proceeds shall be spent solely for the repairs to any and all damages and replacement of the
fixtures and attached personal property and building,for the benefit of the Landlord. In the event the Tenant does
not proceed with the repair immediately,all insurance proceeds and insurance rights shall be immediately assigned to
the Landlord. All repairs shall be under direct supervision of the Landlord and all insurance proceeds shall be
deposited into the Landlord's account for the benefit of the repairs and any associated losses. It is understood and
agreed upon by Landlord and Tenant that if Tenant fails to provide in a timely manner fire&liability insurance for
the demised Premises,Landlord shall have the right to purchase the insurance at Tenant's sole expense and Landlord
shall charge a 10%administration fee.
9.3 Construction Insurance. Tenant agrees to carry"Builder's All Risk"insurance in an appropriate
amount covering the construction of all major alterations including,without limitation,all work to be performed by
Tenant under Exhibit"C"hereof,and such other insurance as Landlord may reasonably require;it being understood
and agreed that all such work shall be insured by Tenant pursuant to Section 8.2 immediately upon completion
thereof. In addition,in the case of major alterations including,without limitation,all work required of Tenant under
Exhibit"C" hereof, Landlord may, in its discretion,require Tenant to obtain a lien and completion bond or some
alternate form of security satisfactory to Landlord in an amount equal to one hundred fifty percent(150%) of the
estimated cost of the Tenant Improvements to assure the lien tree completion of such Tenant improvements.
ARTICLE X
MECHANICS' LIENS
10.1 Tenant's Lien Obligations. Tenant agrees that it will pay,or cause to be paid,all costs for work
done by it on the Premises and that it will keep the Premises and the other portions of the Center and Tenant's
leasehold estate in and to the Premises free and clear of all mechanicsliens and other liens for or arising from work
done or alleged to have been done by or for Tenant or for persons claiming under it. Tenant agrees to and shall
indemnify and save Landlord free and harmless from and against any and all claims,demands,liability,loss,damage,
costs, attorneys' fees, and all other expenses on account of claims of contractors, subcontractors, laborers,
materialmen or others for work performed or alleged to have been performed for,or materials or supplies furnished
or alleged to have been furnished to Tenant or persons claiming under it.
10.2 Notice. Should any claim of lien be tiled against the Premises or any other portion of the Center
or Tenant's leasehold estate in and to the Premises or any action affecting the title to such property be commenced
arising out of any work performed or alleged to have been performed by or under Tenant,Tenant shall forthwith give
Landlord written notice thereof.
ARTICLE XI
SIGNS
11.1 Generally. Except for a sign not to exceed 144 square inches which shall identify hours of
operation and(at Tenant's option)emergency telephone numbers,Tenant shall not affix or maintain upon the glass
panes or supports of the show windows,or within sixty(60)inches of any window or upon the doors,roof or exterior
walls of the Premises,any signs,advertising placards,names,insignia,trademarks,descriptive material or any other
similar item or items except those approved in writing in advance by Landlord as to the size,design,type,color,
location,copy,nature and display qualities of such item. Failure of Landlord to disapprove any such item within
fifteen(15)days of Tenants submission of same to Landlord shall constitute approval of same. All signs erected by
Tenant shall comply with the provisions of Exhibit"F"hereof. In addition,no advertising medium shall be utilized
by Tenant the sound or effect of which extends beyond the Premises including,without limitation,flashing lights,
searchlights,loudspeakers,phonographs,radios or televisions. Tenant shall not display,paint or place or cause to be
displayed,painted or placed,any handbills,bumper stickers or other advertising devices on any vehicle parked in the
parking area or structure of the Building,whether belonging to Tenant or to Tenant's agents or to any other person;
nor shall Tenant distribute,or cause to be distributed,in the Center any handbill or other advertising devices. In the
event Tenant shall violate any provision of this Article XI or any provision of Exhibit"F" hereof, Tenant hereby
grants to Landlord the right to enter the Premises and correct such violation at Tenant's sole cost and expense. If any
such violation shall occur in the common areas, Landlord shall have the immediate right to cure such violation,
which light shall include,without limitation,removal of any and all unapproved signage.
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1L2 Affirmative Obligation. Notwithstanding anything within the foregoing to the contrary, it shall
be an affirmative obligation for Tenant to install all canopy and/or under canopy signs as provided in Exhibit"F"
which identifies tenant by the name under which it operates prior to the Rental Commencement Date. Tenant shall
also maintain said signs in good condition and repair and free from casualty or other damage throughout the term of
this Lease.
ARTICLE XII
TRADE FIXTURES AND PERSONAL PROPERTY
12.1 Ownership. Any and all improvements,furniture,fixtures and equipment installed by Tenant to
the Premises,whether paid for by Landlord or Tenant,shall become a part of the Premises and shall immediately
become the property of the Landlord. Nothing contained in this Article shall be deemed or construed to permit or
allow Tenant to remove any personal property under any circumstance and said personal property shall remain in tact
in the Premises undamaged. Tenant, at its expense, agrees to immediately repair any damage occurred to the
Premises by reason of the removal of any such trade fixtures,signs,and other personal property. All trade fixtures,
signs and other personal property installed in or attached to the Premises by Tenant shall be new or of new quality
when so installed or attached.
12.2 Removal. If Tenant fails to remove its signage or trash,debris or unwanted material as designated
by Landlord remaining in the Premises after expiration of the Lease or default by Tenant,Landlord may remove such
items and repair the Premises including application of any security deposit or other prepaid amounts,and bill the
Tenant accordingly. Such payment shall immediately be due and payable to Landlord.
12.3 Personal Property Tax. Tenant shall pay before delinquency all taxes,assessments,license fees
and public charges levied, assessed or imposed upon its business operation, as well as upon its trade fixtures,
merchandise and other personal property in or upon the Premises, In the event any such items of property are
assessed with property of Landlord,such assessment shall be divided between Landlord and Tenant to the end that
Tenant shall pay only its equitable portion of such assessment as conclusively determined by Landlord. No taxes,
assessments,fees or charges referred to in this paragraph shall be considered as real property taxes.
ARTICLE XIII
ASSIGNMENT,SUBLEASE AND OTHER TRANSFERS
13.1 Restrictions.
A. Landlord and Tenant agree that the Center consists of an interdependent group of retail
enterprises and that the realization of the benefits of this Lease, both to Landlord and Tenant, is dependent upon
Tenant's creating and maintaining a successful and profitable retail operation in the Premises. Landlord and Tenant
further agree that the"tenant mix"of the Center is also vital to the realization of the benefits of this Lease,both to
Landlord and Tenant. Accordingly,Tenant shall not transfer,assign,sublet, mortgage or otherwise hypothecate or
encumber this Lease, or Tenant's interest in and to the Premises, nor enter into any license, concession or other
occupancy agreement with respect to the Premises,without in each instance procuring the prior written consent of
Landlord. Any such action(hereinafter collectively a"Transfer")without Landlord's prior written consent shall be
void and of no force and effect,shall not confer any interest or estate in the purported transferee,and shall constitute
an incurable breach and default of this Lease by Tenant.
B. The consent of Landlord required hereunder to any proposed assignment or sublease shall
not be unreasonably withheld,provided,however,that Landlord and Tenant agree that it shall not be unreasonable
for Landlord to withhold its consent to any proposed assignment or sublease for any commercially-reasonable
reason,including,but not limited to:
(i) A conflict between the contemplated use of the Premises by the proposed
assignee or sublessee with the use permitted by Article VI hereof;
(ii) The financial worth and/or financial stability of the assignee or sublessee is less
than that of the Tenant hereunder at the commencement of the Lease Term or not reasonably suitable to Landlord in
Landlord's sole discretion so as to insure the ability of the assignee to perform Tenant's obligations under the Lease
for the full Lease Term or the ability of the sublessee to perform its obligations under the proposed Sublease for the
full term of the Sublease;
(iii) The assignee's or sublessee's reputation or proposed use of the Premises could
have an adverse effect upon the reputation of the Center andior the any other business located in the Center:
(iv) Percentage Rent following the proposed assignment or sublease could reasonable
be anticipated to he less than if the assignment or sublease did not occur or if the assignee or sublessee had a
business experience and a quality of operation comparable to that of Tenant at the time of the execution and delivery
of this lease;
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(v) The assignment or sublease would breach any covenant of or effecting Landlord
concerning radius,location,use or exclusivity in any other lease,financing agreement,or other agreement relating to
the Center;or
(vi) The proposed assignment or sublease would require an amendment to this Lease.
Landlord may withhold its consent to any Transfer,that is not an assignment or sublease,in Landlord's sole
and absolute discretion.
13.2 Procedure for Transfer. Should Tenant desire to make a Transfer hereunder,Tenant shall, in
each instance,give prior written notice of its intention to do so to Landlord,specifying in such notice the type of
Transfer,the proposed date thereof,and specifically identifying the proposed assignee,sublessee or other transferee.
Such notice shall be accompanied,in the case of an assignment,sublease,license,concession or other occupancy
agreement, by a copy of the proposed assignment,sublease, license,concession or other occupancy agreement.
Tenant shall also provide Landlord with such reasonable financial and other information concerning a proposed
assignee or subtenant as Landlord may request within fifteen(15)days of Landlord's receipt of Tenant's notice of
intent concerning the proposed assignment or sublease,including without limitation current and audited financial
statements and recent per square foot sales figures and advertising budgets for the proposed assignee's or sublessee's
comparable business operations in other locations. Landlord,within twenty(20)days after its receipt of both such
notice of proposed Transfer from Tenant and its receipt of the above-described documents,and in the case of an
assignment or sublease, such reasonable financial and other information as Landlord may have requested within
fifteen(15)days of its receipt of the notice of the proposed assignment or sublease,by mailing notice to Tenant of its
intention to do so, shall (a) withhold consent to the Transfer pursuant to Section 13.I(B); or(b) consent to such
Transfer,in which event the Minimum Annual Rent may be increased under Section 13.3 hereof and Tenant may be
required to pay its net profits from the Transfer to Landlord as provided in Section 13.6 below;or(c)terminate this
Lease,such termination to be effective thirty(30)days after receipt of such notice by Tenant. No Transfer of this
Lease or agreement entered into with respect thereto, whether with or without Landlord's consent, shall relieve
Tenant or any Guarantor of this Lease from liability under this Lease. If Landlord elects to terminate this Lease
pursuant to Section 13.2(c)above, Landlord may,if it elects,enter into a new lease covering the Premises with the
intended Transferee on such terms as Landlord and such person may agree,or enter into a new lease covering the
Premises with any other person;in such event,Tenant shall not be entitled to any portion of the profit,if any,which
Landlord may realize on account of such termination and reletting.
BY PLACING THEIR INITIALS AT THE END OF THIS SENTENCE,LANDLORD AND
TENANT HEREBY CERTIFY THAT THIS SECTION 13.2 HAS BEEN FREELY NEGOTIATED.
"LANDLORD" "TENANT"
13.3 Transfer Rent Adjustment. In the event Tenant shall make a permitted Transfer hereunder,then
the Minimum Annual Rent shall be increased,effective as of the date of such Transfer,by an amount equal to the
total Percentage Rent required to be paid by Tenant during the twelve(12)month period immediately preceding such
Transfer, For the purposes of adjusting Minimum Annual Rent on Adjustment Dates occurring after the Transfer,
the Minimum Annual Rent payable under Section 4.l above to be adjusted shall be increased to reflect the Transfer
rent adjustment under this Section in the same proportion as the Minimum Annual Rent payable under Article IV at
the time of the subject Transfer was increased by the Transfer rent adjustment under this Section.
13.4 Required Documents, Each assignment to which Landlord has consented shall be evidenced by a
written instrument,the form and content of which is satisfactory to Landlord,executed by Tenant and the assignee
under which the assignee shall agree in writing for the benefit of Landlord to perform and to abide by all of the
terms,covenants and conditions of this Lease to be done,kept and performed by Tenant. Tenant agrees to reimburse
Landlord for Landlord's reasonable attorneys'and administrative fees incurred in conjunction with the processing of
an documentation for each proposed Transfer,whether or not the Transfer is consummated,which in any event shall
not be any less than One Thousand Dollars($1,000.00)per Transfer. Landlord's consent or approval to any Transfer
shall not be construed as a waiver of the requirement that Landlord's consent or approval be obtained to all
subsequent Transfers.
13.5 Merger and Consolidation. If Tenant is a corporation which,under the current laws,rules or
guidelines promulgated by the governmental body or agency having jurisdiction and authority to promulgate the
same, is not deemed a public corporation, or is an unincorporated association, partnership, or limited liability
company,the transfer,assignment or hypothecation,in the aggregate of more than twenty-five percent(25%)of the
total outstanding stock or interest in such corporation,association,partnership or limited liability company shall be
deemed an assignment within the meaning and provisions of this Article and shall require Landlord's prior written
consent,
13.6 Transfer Profits. In the event that Landlord grants its consent to sublease to which such consent
is required by this Lease ("Sublease"), one hundred percent (100%) of any"Net Profits" received by Tenant as a
result of such Sublease,whether or not denominated rentals under the Sublease or under any other agreements,shall
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be payable to Landlord without affecting or reducing any other obligation of Tenant hereunder* Said Net Profits
shall be calculated and paid as follows:
(i) Landlord,within thirty(30)days of the date that Landlord grants its consent to a
Sublease,may provide Tenant with a written estimate of the Net Profits for the first Sublease Year following the
execution and delivery of the Sublease. In such event, Tenant shall pay one-twelfth (1/12) of such estimate as
additional rent with each monthly installment of Annual Minimum Rental during such Sublease Year. Landlord's
estimated Net Profits for such first Sublease Year shall not exceed the amount by which the first year's minimum rent
payable under the Sublease will exceed the Annual Minimum Rental payable under this Lease for the same one(I)
year period(with any necessary proration,if the Sublease demises less than all of the Premises). Estimated payments
for subsequent Sublease Years shall be based upon Landlord's share of Tenant's Net Profits from the Sublease for the
preceding Sublease Year,as is hereinafter provided.
(ii) Within ninety(90)days of the end of each Sublease Year,Tenant shall furnish to
Landlord a statement in writing,certified by Tenant to be correct,showing the actual Net Profits from the applicable
Sublease for such Sublease Year,together with a copy of any percentage rental statements provided by the subtenant
to Tenant under the Sublease covering sales made during any portion of the applicable Sublease Year,at which time
an adjustment shall be made between Landlord and Tenant to the end that the total payments under this Section
(including estimated payments if previously paid)for such Sublease Year based on the Sublease shall be a sum equal
to said actual Net Profits for such Sublease Year. Any overpayment made by Tenant to Landlord shall constitute a
credit against the next payments to be made to Landlord under this Section. The expiration or termination of this
Lease shall not excuse either party from making the adjustment required herein upon the determination of Landlords
proportionate share of Tenant's Net Profits for the Sublease Year during which such termination or expiration occurs,
(iii) For each Sublease Year after the first Sublease Year, Tenant shall continue to
make monthly payments to Landlord of Landlord's estimated share of Tenant's Net Profits for such Sublease Year in
an amount equal to the last monthly payment of said estimate made during the preceding Sublease Year, until
delivery by Tenant to Landlord of the annual statement certifying the actual Net Profits from such Sublease for the
preceding Sublease Year. Upon such delivery,the estimated payment for the balance of such Sublease Year shall be
adjusted such that the total estimated payments to be made by Tenant to Landlord during such Sublease Year equals
Landlord's share of Tenant's Net Profits from such Sublease for the preceding Sublease Year.
(iv) Tenant shall keep full, complete and proper books, records and accounts
concerning receipts and income relating to the computation of Net Profits under each Sublease in accordance with
generally accepted accounting principles including,without limitation, all documents relating to the computation
and/or payment of rents under the Sublease. Tenant shall promptly provide Landlord with a copy of any amendment
or modification to any applicable Sublease or the agreements relating to any Assignment cc Sublease which affect the
computation of Net Profits,
13.7 Bankruptcy.
A. If this Lease is assigned to any person or entity pursuant to the provisions of the
Bankruptcy Code, II U.S.C.Section 101 et.seq.(the"Bankruptcy Code"),any and all monies or other consideration
payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord,shall
be and remain the exclusive property of Landlord, and shall not constitute property of Tenant or of the estate of
Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting
Landlord's property under this Section 13.7 not paid or delivered to Landlord shall be held in trust for the benefit of
Landlord and be promptly paid or delivered to Landlord.
B. Any person or entity to which this Lease is assigned pursuant to the provisions of the
Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under
this Lease on and after the date of such assignment,including the obligation to operate the business which Tenant is
required to operate pursuant to Section 1.1 and the Preamble hereof.
ARTICLE XIV
OPERATION OF TENANT'S BUSINESS
14.1 Continuous Operation. Tenant covenants and agrees that it will operate and conduct within the
Premises,continuously and uninterruptedly during the Lease Tenn,the business which it is required to operate and
conduct under the provisions hereof;provided that this provision shall not apply if the Premises should be closed and
the business of Tenant temporarily discontinued therein on account of strikes,lockouts or similar causes beyond the
reasonable control of Tenant or closed for not more than three(3)days out of respect to the memory of any deceased
officer or employee of Tenant,or the relative of any such officer or employee. Tenant shall maintain within and
upon the Premises an adequate stock of merchandise and trade fixtures and have sufficient personnel to service and
supply the demands and requirements of its customers. Landlord and Tenant agree that if Tenant shall fail to
continuously and uninterruptedly operate the business which it is required to operate under the terms of this Lease,
monetary damages will be inadequate to compensate the Landlord, Landlord and Tenant agree that injunctive relief
shall be appropriate in the event of the failure on the part of Tenant to continuously operate. Tenant agrees that it
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will keep the Premises in a neat,clean and orderly condition and that all trash and rubbish generated by it shall be
deposited within prescribed receptacles in designated set-vice areas within the Center.
14.2 Operating Flours. Commencing with the opening for business by Tenant in the Premises,and for
the remainder of the Lease Term,Tenant shall remain open for business Monday through Friday from 10:00 am,to
9:00 p.m.,Saturday from 10:00 a.m.to 7:00 p.m., and Sunday from 11:00 p.m.to 6:00 p.m.,plus such additional
hours,if any,as occur during the usual business hours of each and every business day as is customary for businesses
of like character with Tenant's business from the Premises in the County in which the Premises are located to be open
for business. Tenant further agrees to have its window displays,exterior signs and exterior advertising displays
adequately illuminated continuously during those hours determined by Landlord. It is agreed,however,that the
foregoing provision shall be subject to any governmental regulations to which Tenant may be subject concerning the
hours of operation of Tenant's business.
14.3 Radius Clause. Deleted in its entirety
14.4 Quiet Enjoyment. Upon Tenant paying the rent reserved hereunder and observing and
performing all of the covenants,conditions and provisions on Tenant's part to be observed and performed hereunder,
Tenant shall have quiet possession of the Premises for the Lease Term, free of interference by Landlord or those
lawfully claiming by or under Landlord,subject,however,to all of the provisions of this Lease,to matters of record
and to all applicable governmental laws,roles and/or regulations.
ARTICLE XV
REPAIRS AND MAINTENANCE
15.1 Tenant's Maintenance Obligations. By entry hereunder, Tenant shall be deemed to have
accepted the Premises, including without limitation the heating and air conditioning system, as being in good,
sanitary order,condition and repair, Tenant agrees at all times from and atter delivery of possession of the Premises
to Tenant,and at its own cost and expense,to repair and maintain the Premises and every part thereof in good and
tenantable condition including, but not limited to, floor coverings, utility meters,pipes and conduits, all fixtures,
cooling equipment and ducting installed by Tenant pursuant to Exhibit "C", and other equipment therein, the
storefront or storefronts,display windows,all Tenant's signs,locks and closing devices,glass,and all window sash,
casement or frames,doors and door frames,and all items of repair,maintenance and improvement or reconstruction
as may at any time or from time to time be required with respect to the Premises by any governmental agency having
jurisdiction,but excluding the roof,exterior walls,structural portions of the Premises and structural floor. Tenant
shall also be responsible for any clogged or stopped sewer lateral servicing only the Premises or requiring service
and/or repair as a result of Tenant's improper or negligent use. Tenant agrees to operate the air conditioning
equipment serving the Premises during all business hours so that inside temperatures of the Premises are maintained
within a range in which a majority of adults will be comfortable in the Premises. All glass,both exterior and interior,
shall be maintained at Tenant's sole cost and expense,and any glass broken shall be promptly replaced by Tenant
with glass of the same kind,size and quality within seventy-two(72)hours following the occurrence of the breakage.
In the event that Tenant fails to complete said replacement within said seventy-two(72)hour period,Landlord shall
have the right to do so, without notice or demand, and Tenant shall reimburse Landlord all costs incurred by
Landlord to replace said glass, upon demand, as provided in Section 18.5 below. Tenant shall also sweep and
maintain in a neat and sightly condition the sidewalks adjacent to the Premises and any exterior trash enclosure
provided for Tenant's use and periodically service and maintain and repair any grease interceptors for the Premises,
15.2 Landlord's Maintenance Obligations. Subject to the foregoing paragraph,Landlord shall keep
and maintain in good and tenantable condition and repair and replace as necessary the roof,exterior walls,structural
parts and structural floor of the Premises and pipes and conduits outside the Premises used to furnish to the Premises
various utilities(except to the extent that the same are the obligation of the appropriate public utility company).
Landlord shall also periodically perform customary tests of the Building's fire sprinkler system and repair same to the
extent Landlord has actual knowledge that such repairs are required, such repairs to be performed within a
reasonable period of time following Landlord's receipt of such knowledge. Notwithstanding the foregoing,Landlord
shall not be required to make any repairs necessitated by reason of the negligence or willful misconduct of Tenant,
its servants,agents,employees or contractors,or anyone claiming under Tenant,or by reason of the failure of Tenant
to perform or observe any conditions or agreements in this Lease contained,or caused by alterations,additions or
improvements made by Tenant or anyone claiming under Tenant. Anything to the contrary notwithstanding
contained in this Lease, Landlord shall not be liable to Tenant for failure to make repairs as herein specifically
required of it unless Tenant has previously notified Landlord,in writing,of the need for such repairs and Landlord
has tailed to commence and complete said repairs within a reasonable period of time following receipt of Tenant's
written notification, The provisions of Section 1942 of the Civil Code of California or any analogous statute in any
other jurisdiction,if applicable,specifically are waived by Tenant.
15.3 Definition of Exterior Walls. As used in this Article,the expression"exterior walls"shall not be
deemed to include storefront or storefronts, plate glass, window cases, or window frames, doors or door frames,
security grilles or similar enclosures, It is understood and agreed that Landlord shall be under no obligation to make
any repairs, alterations, renewals, replacements or improvements to or upon the Premises or the mechanical
equipment exclusively serving the Premises at any time except as otherwise provided in this Lease.
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Tenant's initials
15.4 Grant of License. Tenant hereby grants to Landlord such licenses and/or easements in,over,and
under the Premises or any portion thereof as shall be reasonably required for the installation or maintenance of
mains,conduits,shafts,pipes or other facilities to serve any other portion of the('eater including,but not by way of
limitation,the premises of any other occupant of the Center;provided,however, that Landlord shall pay for any
alteration required on or to the Premises as a result of any such exercise,occupancy under or enjoyment of any such
license or easement and provided, fruitier, that no exercise, occupancy under or enjoyment of such license or
easement shall result in any unreasonable permanent interference with Tenanes use,occupancy or enjoyment of the
Premises as contemplated by this Lease.
15.5 Heating and Air Conditioning Equipment.
A. The status of the heating and air conditioning equipment serving the Premises is described
in Exhibit"C". Landlord shall keep in good order and repair,except for reasonable wear and tear and any damage
caused by any act,negligence or omission of Tenant,all heating and air conditioning equipment for the Premises.
Tenant shall pay to Landlord all costs and expenses incurred in connection with the operation,maintenance,repair
and replacement of all heating and air conditioning equipment for the Premises(as further defined in Paragraph C
below)from and after the Possession Tender Date through the end of the Lease Term. In the event that Landlord
obtains a service contract for the maintenance and repair of the heating and air conditioning equipment for the
Premises,that also covers the maintenance and repair of hearing and air conditioning equipment in other portions of
the Building anclior other buildings in the Center,Landlord may require Tenant to pay its pro rata share of the costs
of such service contract based on the gross leasable square footage floor area of the Premises to the total gross
leasable square footage area of the building or buildings covered by such service contract. Landlord may also elect
to estimate the costs payable by Tenant under this Section and include said estimate in the exterior building
maintenance costs to be paid by Tenant under Section 5.2 above.
B. Landlord may elect not to operate, repair, maintain and replace the heating and air
conditioning equipment for the Premises;and in such instance,it shall be the responsibility of the Tenant to do the
same. In such event, Tenant shall be required to contract with a heating and air conditioning maintenance firm
reasonably acceptable to Landlord and Tenant shall be required at all times to maintain with the Landlord a current
copy of such contract.
C. Expenses incurred in connection with the operation,maintenance,repair and replacement
of heating and air conditioning equipment by the party obligated to perform same shall include,but not be limited to,
all sums expended in connection with such heating and air conditioning equipment for all general maintenance,
lubrication and/or adjustment,cleaning and/or replacing filters,replacing belts,repairing and/or replacing worn out
parts,repairing and/or replacing utilities,duct work and machinery,maintenance and insurance contracts carried on
the heating and air conditioning equipment,and all other items of expense incurred by such party in connection with
the operation,maintenance,repair and replacement of heating and air conditioning equipment.
15.6 Surrender. Upon the expiration or sooner termination of this Lease.Tenant shall surrender the
Premises to Landlord free of trash and debris and in good condition, broom clean, ordinary wear and tear and
damage from causes beyond the reasonable control of Tenant excepted and with any work required by Section 9.2
having been completed in a good and workmanlike manner and in compliance with all applicable laws,rules and
regulations.
ARTICLE XVI
DAMAGE AND DESTRUCTION
16.1 Insured Casualty. In the event that the Premises are partially or totally destroyed by fire or any
other peril covered by insurance maintained by Landlord, Landlord shall, within a period of one hundred eighty
(180) days after the occurrence of such destruction, but only to the extent that proceeds of such insurance are
available to Landlord for such purpose,commence reconstruction and restoration of the Premises and prosecute the
same diligently to completion. In the event insurance proceeds are not sufficient to pay the cost of such
reconstruction,or if the damage or destruction is due to the acts or omissions of Tenant,its agents,employees or
contractors,or if Landlord is restricted by any governmental authority,Landlord may elect to either terminate this
Lease or pay the cost of such reconstruction. Such reconstruction shall be only to the extent necessary to restore the
shell of the Premises and Tenant shall be obligated for the restoration of all additional improvements required to
restore the Premises to substantially their condition prior to such destruction. The term 'shell" shall mean with
respect to the Premises(i)foundations,perimeter walls and roof and troweled,smooth concrete floor,(ii)Landlord's
standard store front with one entry door, (iii) suspended acoustical tile ceiling, (iv) drywall on perimeter walls
(excluding any rear masonry wall) taped and sanded only, (v) one restroom with landlord's standard equipment,
including water heater,mirror,light and exhaust fan and hollow core wood door,(vi)installation of standard heating
and air conditioning, (vii) landlord's standard fluorescent light fixtures,(viii) sign outlet at front of store and(ix)
rear door.
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Tenant's initials
16.2 Uninsured Casualty. In the event that the Premises are partially or totally destroyed as a result of
any casualty or peril not covered by Landlord's insurance,Landlord may within a period of one hundred eighty(I80)
days atter the occurrence of such destruction (i) commence reconstruction and restoration of the Premises and
prosecute the same diligently to completion,in which event this lease shall continue in full force and effect;or(ii)
notify Tenant in writing that it elects not to so reconstruct or restore the Premises, in which event this Lease shall
cease and terminate as of the date of service of such notice,unless Tenant is unable to continue the operation of its
business after the occurrence of such destruction,in which event this Lease shall cease and terminate as of the date of
such destruction. In the event of any reconstruction of the Premises by Landlord following destruction as a result of
any casualty or peril not covered by Landlord's insurance,such reconstruction shall be only to the extent necessary to
restore the Premises to its"shell"condition and Tenant shall be obligated for the restoration of all additional items
required to place the Premises in substantially the same condition as that prior to such casualty including,without
limitation,all the items specified as"Tenant's Work"in Exhibit"C" in the event of such reconstruction,as well as
Tenant's other leasehold improvements,trade fixtures and other personal property on the Premises,together with any
other improvements included within the Premises and leased to Tenant by Landlord.
163 Damage to the Center. Notwithstanding anything to the contrary herein contained,in the event of
a total destruction of the Center or a partial destruction of the Center,the cost of restoration of which would exceed
one-third(1/3)of the then replacement value of the Center,by any cause whatsoever,whether or not insured against
and whether or not the Premises are partially or totally destroyed, Landlord may,within a period of one hundred
eighty(180)days after the occurrence of such destruction,notify Tenant in writing that it elects not to so reconstruct
or restore the Center,in which event this Lease shall cease and terminate as of the date thirty(30)days following the
date Landlord provides such notice of termination to Tenant.
16.4 Damage Near End of Term. Notwithstanding the foregoing, in the event that the Premises are
partially or totally destroyed during the last two (2)years of the Lease Tema, Landlord and Tenant each shall have
the option to terminate this Lease by giving written notice to the other of the exercise of such option within thirty
(30)days after such destruction,in which event this lease shall cease and terminate as of the date of service of such
notice. For the purposes of this Article,partial destruction shall be deemed to be a destruction to an extent of at least
one-third(1/3)of the full replacement cost of the Premises as of the date of destruction,
16.5 Release of Liability. In the event of any termination of this Lease in accordance with this Article,
the parties shall be released thereby without further obligation to the other party coincidental with the surrender of
possession of the Premises to Landlord except for items which have theretofore accrued and are then unpaid or
unperformed.
16.6 Abatement of Rent. In the event of reconstruction and restoration as herein provided, the
Minimum Annual Rent provided to be paid under this Lease shall be abated in the same proportion that Tenant's use
of the Premises is impaired commencing from the date of destruction and continuing during the period of such
reconstruction or restoration. Tenant shall continue the operation of its business on the Premises during any such
period to the extent reasonably practicable from the standpoint of prudent business management,and the obligation
of Tenant to pay Percentage Rent and all other charges,except the entire Minimum Annual Rent,shall remain in full
force and effect. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of
the whole or any part of the Premises,Tenant's personal property or any inconvenience or annoyance occasioned by
such destruction,reconstruction or restoration. Tenant hereby waives any statutory rights of termination which may
arise by reason of any partial or total destruction of the Premises or of the Center.
16.7 Statutory Waiver. In respect to any partial or total destruction of the Premises or the Shopping
Center,each party hereby waives any statutory right it may have to cancel or terminate this Lease as a result of such
destruction,
ARTICLE XVII
COMMON AREAS
17.1 Use of Common Areas. Tenant shall have the non-exclusive right to use certain automobile
parking areas and other facilities from time to time designated by Landlord for the general use,convenience and
benefit of the customers and patrons of Tenant and of other tenants,owners and occupants of the Center,which areas
may include,without limitation,parking areas,landscaped areas,access and perimeter roads,truck passage ways and
loading platforms, driveways, stairways, sidewalks, retaining walls, bus stops, elevators, directory equipment,
washrooms (not located within the premises of any tenant), drinking fountains, and like areas so designated by
Landlord, which automobile parking areas and other facilities, together with the service corridors and all other
service facilities and equipment are referred to herein as"common areas," Except as otherwise specifically provided
in this Lease,Tenant and its employees and invitees are authorized,empowered and privileged to use the common
areas in common with other authorized persons,as determined by Landlord,during the Lease Term. Landlord shall
keep or cause to be kept said common areas in a neat,clean and orderly condition,property lighted and landscaped,
and shall repair any damage to the facilities thereof,
17.2 Enlargement of Common Areas. Should Landlord acquire or make available additional land not
shown as part of the Center on Exhibit"A"and make the same available as common areas,the expenses incurred by
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Landlord in connection with the operation,maintenance,repair and replacement of common areas also shall include
all of the aforementioned expenses incurred and paid in connection with said additional land.
17.3 Common Area Rules and Regulations
A. Landlord shall at all times have the right and privilege of determining the nature and
extent of the common areas, whether the same shall be surface, underground or multiple-deck, and of making
changes to the configuration, size and/or location of the common areas from time to time, including without
limitation the location and relocation of driveways,entrances,exits,automobile parking spaces,landscaping areas
and all other facilities thereof,the direction and flow of traffic and/or the designation of common area as building
area and/or building area as common area; provided that at all times the common areas,subject to governmental
action and/or casualty damage,shall contain adequate parking spaces to satisfy the requirements of all applicable
governmental authorities.
B. Nothing contained herein shall be deemed to create any liability upon Landlord for any
damage to motor vehicles of customers or employees or for loss of property from within such motor vehicles,unless
caused by the gross negligence or willful misconduct of Landlord,its agents,servants or employees.
C. Landlord shall have the right to establish and, from time to time,to change,alter and
amend,and to enforce against Tenant and the other users of the common areas,such reasonable rules and regulations
as may be deemed necessary or advisable by Landlord for the proper and efficient operation and maintenance of the
common areas. The rules and regulations herein provided for may include,without limitation,(i)the hours during
which the common areas shall be open for use,(ii)the regulation of the removal,storage and disposal of Tenant's
refuse and other rubbish;(iii)the access routes and hours for delivery to the Premises by trucks and trailers;(iv)the
restriction of designated areas for drive-through banking, savings, restaurant or other drive-through facilities,
promotional and/or seasonal sales activities,car pool parking by employees and/or loading,trash and other storage
area, whether or not such storage areas are roofed and/or enclosed, (v) authorizing designated sidewalk areas for
vending machines and/or other commercial uses by certain Center occupants,provided that such vending machines
and/or other uses do not unreasonably interfere with the use of said sidewalks for pedestrian traffic, (vi) the
establishment of certain limited areas as exclusive parking areas and/or for valet parking for one or more specified
occupants of the Center; and (vii) the establishment of a system or systems of validation or similar operation,
including a system of charges against non-validated parking checks of users. Tenant agrees to conform to and abide
by all such rules and regulations in its use and the use of its customers and patrons with respect to said automobile
parking areas. Subject to the rights of certain occupants described above,all such rules and regulations affecting the
customers and patrons of Tenant shall apply equally and without discrimination to all persons entitled to the use of
the common areas.
17.4 Control of Common Area. Landlord shall at all times after the Effective Date noted in the
Preamble have the sole and exclusive control of the automobile parking areas and structures, the parking spaces
therein,drive-ways,entrances and exits and the sidewalks and pedestrian passageways and other common areas and
may, at any time and from time to time after said Effective Date, exclude and restrain any person from use or
occupancy thereof excepting, however, bona tide customers, patrons and service suppliers of Tenant and other
tenants of Landlord who make use of such areas in accordance with the rules and regulations established by Landlord
from time to time with respect thereto. The rights of Tenant in and to the common areas shall at all times be subject
to the rights of Landlord,the other tenants and/or occupants of the Center and others,if authorized by Landlord,to
use the same in common with Tenant,and it shall be the duty of Tenant to keep all of such areas free and clear of any
obstructions created or permitted by or under Tenant or resulting from business operations on or from the Premises,
If,in the opinion of Landlord,unauthorized persons are using any of the common areas by reason
of the presence of Tenant in the Premises,Tenant,upon demand of Landlord,shall restrain and prohibit the use of
the common areas by such unauthorized persons by appropriate proceedings. Nothing herein shall affect the rights
of Landlord at any time to remove any such unauthorized persons from the common areas or to restrain the use of
any of such areas by unauthorized persons.
17.5 Employee Parking Restrictions. It is acknowledged and agreed that the employees of Tenant and
the other tenants within the Center and employees of other occupants of the Center shall not be permitted to park
their automobiles or other vehicles in the automobile parking areas which may from time to time by designated for
patrons of the Center, Landlord agrees to furnish and/or cause to be furnished either within the Center or reasonably
close thereto,a limited amount of space for employee parking. Landlord at all times shall have the right to designate
the particular parking area to be used by any or all of such employees and any such designation may be changed by
Landlord from time to time at Landlord's sole and absolute discretion. Tenant and its employees shall park their cars
only in those portions of the parking area,if any,designated for that purpose by Landlord,and shall attach to their
cars any identification stickers or passes required by Landlord. Tenant shall furnish Landlord with its and its
employees license numbers within five (5) days after requested by Landlord, and Tenant shall thereafter notify
Landlord of any change within five(5)days after such change occurs. If Tenant or its employees fail to park their
vehicles in designated parking areas. Landlord may charge Tenant Fifteen Dollars(S 15.00) per day for each day or
partial day per vehicle parked in any areas other than those designated;provided,however,Landlord agrees to give
Tenant written notice of the first violation of this provision and Tenant shall have two (2) days thereafter within
which to cause the violation to be discontinued and if not discontinued within said 2-day period,then the Fifteen
20 Landlord's initials
Tenant's initials
(./g
Dollar iSl5,00) per day tine shall commence, Atter notice of such violation, no prior notice of any subsequent
violation shall be required. All amounts due under the provisions of this paragraph shall be payable by Tenant
within ten(10)days after demand therefbr, Tenant hereby authorizes Landlord to tow away from the Center any
vehicle or vehicles belonging to Tenant or Tenant's employees which are parked in violation of the foregoing or the
rules and regulations issued by Landlord from time to time and/or to attach violation stickers or notices to such
vehicles,
ARTICLE XVIII
TENANT'S DEFAULTS;REMEDIES
18.1 Events of Default. The occurrence of any of the following shall constitute a default and material
breach of this Lease by Tenant:
A. Any failure by Tenant to pay any rent or any other charge required to be paid under this
Lease,or any part thereof,when due;or
B. Any failure by Tenant to observe or perform any other provision,covenant or condition of
this lease to be observed or performed by Tenant where such failure continues for five(5)days after written notice
thereof from Landlord to Tenant;provided that if the nature of such default is such that the same cannot reasonably
be cured within a live(5)day period,Tenant shall not be deemed to be in default if it shall commence such cure
within such period and thereafter diligently pursue such cure to completion;or
C. Abandonment or vacation of the Premises by Tenant;or
To the extent permitted by law,a general assignment by Tenant or any Guarantor of this
Lease for the benefit of creditors,or the filing by or against Tenant or any Guarantor of any proceeding under an
insolvency or bankruptcy law,unless in the case of a proceeding filed against Tenant or any Guarantor the same is
dismissed within ninety(90)days,or the appointment of a trustee or receiver to take possession of all or substantially
all of the assets of Tenant or any Guarantor,unless possession is restored to Tenant or such Guarantor within thirty
(30)days,or any execution or other judicially authorized seizure of all or substantially all of Tenant's assets located
upon the Premises or of Tenant's interest in this Lease,unless such seizure is discharged within thirty(30)days.
18.2 Remedies. In the event of any default by Tenant, Landlord, in addition to any other remedies
available to it at law or in equity,including injunction,at its option,and without further notice or demand of any kind
to Tenant or any other person may:
A. Terminate this Lease and declare the Lease Term hereof ended and re-enter the Premises
and take possession thereof and remove all persons, property and fixtures therefrom, and Tenant shall have no
further claim thereon or hereunder;or
B. Have the remedy described in California Civil Code Section 1951.4 or similar statute in
other jurisdictions(Landlord may continue the Lease in effect after Tenant's breach and abandonment and recover
rent as it becomes due,if Tenant has the right to sublet or assign,subject only to reasonable limitations);or
C. Even though Landlord may have re-entered the Premises,thereafter elect to terminate this
Lease and all of the rights of Tenant in or to the Premises.
In addition to any rights or remedies hereinbefore or hereafter conferred upon Landlord under the
terms of this Lease,the following remedies and provisions shall specifically apply in the event Tenant engages in any
one or more of the acts contemplated by the provisions of Section 18.1(D)of this Lease:
D. Any receiver or trustee in bankruptcy shall either expressly assume or reject this Lease
within sixty(60)days following the entry of an"Order for Relief'or within such earlier time as may be provided by
applicable law;
E. In the event of an assumption of this Lease by a debtor or by a trustee,such debtor or
trustee shall,within fifteen(15)days after such assumption(i)cure any default or provide adequate assurance that
defaults will be promptly cured; and (ii) compensate Landlord for actual pecuniary loss or provide adequate
assurance that compensation will be made for actual pecuniary loss including,but not limited to,all attorneys'fees
and costs incurred by Landlord resulting from any such proceedings;and(iii)provide adequate assurance of future
performance;
F. Where a default exists in this Lease,the trustee or debtor assuming this Lease may not
require Landlord to provide services or supplies incidental to this Lease before its assumption by such trustee or
debtor,unless the landlord is compensated for such services and supplies provided and the default is cured before
the assumption of such Lease;
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Tenant's initials
0. The debtor or trustee may assign this Lease only if each of the following conditions is
satisfied: (i) the Lease is assumed; (ii) adequate assurance of future performance by the assignee is provided,
whether or not the Lease is then under default;(iii)any consideration paid by any assignee in excess of the rental
reserved in this Lease shall be the sole property of,and paid to.Landlord;and(iv)the provisions of Article XIII are
otherwise observed;
Landlord shall bp entitled to the fair market value for occupancy of the Premises and the
services provided by Landlord (but in no event less than the rental reserved in this Lease) subsequent to the
commencement of a bankruptcy event;
I. Any security deposit given by Tenant to Landlord to secure the future performance by
Tenant of all or any of the terms and conditions of this lease,shall be automatically transferred to Landlord upon the
entry of an"Order of Relief';and
J. The parties agree that Landlord is entitled to adequate assurance of further performance
of the terms and provisions of this Lease in the event of any assumption and assignment of the Lease under the
provisions of the Bankruptcy Code. For purposes of any such assumption or assignment,the parties agree that the
term"adequate assurance"shall include at least the following without limitation:
(i) Any proposed assignee must have demonstrated to Landlord's satisfaction a net
worth(as defined in accordance with generally-accepted accounting principles consistently applied)of an amount
sufficient to assure that the proposed assignee will have the resources with which to conduct the business to be
operated in the Premises,including the payment of all rent and other charges hereunder,for the balance of the Lease
Term. The financial condition and resources of Tenant are material inducements to Landlord entering into this
Lease.
(ii) Any proposed assignee must have engaged in the permitted use described in
Section 1.1 and the Preamble hereof for at least five(5)consecutive years prior to the proposed assignment.
(iii) Any proposed assignee must have had minimum sales at each location at which it
operated such a business equal to at least ninety percent(90%)of Tenant's average monthly sales at the Premises for
the eighteen(18)month period preceding initiation of a proceeding under the Bankruptcy Code.
(iv) In entering into this Lease, Landlord considered extensively Tenant's permitted
use and determined that such permitted business would add substantially to the tenant mix in the Center,and were it
not for the Tenant's agreement to operate only Tenant's permitted business on the Premises,Landlord would not have
entered into this Lease. Landlord's operation of the Center will be materially impaired if a trustee in bankruptcy or
any assignee of this Lease operates any business other than Tenant's permitted business.
(v) The provisions of Section 14.3 of this Lease regarding competing locations and
Landlord's acceptance thereof upon the terms and conditions specified therein were a material inducement to
Landlord to enter into this Lease, Any individual or entity proposed by a trustee in bankruptcy to be an assignee of
this Lease shall comply with the provisions of Section 14.4 of this Lease. Any proposed assignee of this Lease must
assume and agree to be personally bound by each term,provision and covenant of this Lease.
(vi) Any assumption of this Lease by a proposed assignee shall not adversely affect
Landlord's relationship with any of the remaining tenants in the Center,taking into consideration any and all other
"use"clauses and/or"exclusivity"clauses which may then exist under such tenants'leases with Landlord.
Should Landlord have re-entered the Premises under the provisions of paragraph B above.
Landlord shall not be deemed to have terminated this Lease or the liability of Tenant to pay any rental or other
charges thereafter accruing,or to have terminated Tenant's liability for damages under any of the provisions hereof
by any action in unlawful detainer or otherwise to obtain possession of the Premises, unless Landlord shall have
notified Tenant in writing that it has so elected to terminate this Lease,and Tenant further covenants that the service
by Landlord of any notice pursuant to the unlawful detainer statutes of the state in which the Center is located and
the surrender of possession pursuant to such notice shall not(unless Landlord elects to the contrary at the time of or
at any time subsequent to the serving of such notice and such election is evidenced by a written notice to Tenant)be
deemed to be a termination of this Lease. In the event of any entry or taking possession of the Premises as aforesaid,
Landlord shall have the right,but not the obligation,to remove therefrom all or any part of the personal property
located therein and may place the same in storage at a public warehouse at the expense and risk of Tenant.
Should Landlord elect to terminate this Lease pursuant to the provisions of paragraph A
or C above,Landlord has the option to recover from Tenant as damages the following:
The worth at the time of the award of any unpaid rent and other charges which
had been earned at the time of termination;plus
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Tenant's initials
(ii) The worth at the time of the award by which the unpaid rent and other charges
which would have been earned after termination until the time of the award exceeds the amount of the loss of such
rental and other charges that Tenant proves could have been reasonably avoided;plus
(iii) The worth at the time of the award of the amount by which the unpaid rent and
other charges for the balance of the Lease Term after the time of the award exceeds the amount of the loss of such
rental and other charges that Tenant proves could have been reasonably avoided;plus
(iv) Any other amount necessary to compensate Landlord for all the detriment
proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of
things would be likely to result therefrom including,but not limited to,any costs or expense incurred by Landlord in
(a)retaking possession of the Premises,including reasonable attorneys'fees thereof;(b)maintaining or preserving
the Premises after such default; (c) preparing the Premises for reletting to a new tenant, including repairs or
alterations to the Premises for such reletting;(d)leasing commissions;or(e)any other costs necessary or appropriate
to relet the Premises;plus
(v) At Landlord's election, such other amounts in addition to or in lieu of the
foregoing as may be permitted from time to time by applicable state law.
(vi) The repayment of any rent abatement granted by Landlord,tenant improvement
allowance granted by Landlord,or cost of tenant improvements constructed by Landlord.
(vii) The repayment,replacement or award for any damage to any furniture,fixtures
or equipment that is owned by Landlord that Landlord has allowed Tenant to use for their operation.
(viii) At Landlord's election, such other amounts in addition to or in lieu of the
foregoing as may be permitted from time to time by applicable state law,
183 Computations. For the purposes of the preceding paragraph,all rental and charges other than
Minimum Annual Rent including,but not limited to,common area charges,enclosed mall charges,and Percentage
Rent,if any,shall be computed on the basis of the average monthly amount thereof accruing during the twelve(12)
month period immediately preceding notice to Tenant of Tenant's default unless a twelve(12)month period of this
Lease has not elapsed,in which case the average monthly amount shall be based upon the entire period of Tenant's
occupancy of the Premises. In the event of default, all of Tenant's fixtures, furniture, equipment, improvements,
additions,alterations and other personal property shall remain on the Premises,and during the period of such default,
Landlord shall have the right to require Tenant to remove the same forthwith.
18.4 Definition of Worth at the Time of Award. As used in subparagraphs(i) and(ii) above, the
"worth at the time of the award" shall be computed by allowing interest at the maximum rate permitted by law per
annum, As used in subparagraph(iii)above,the"worth at the time of the award"shall be computed by discounting
such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award,plus one percent
(1%),but not greater than ten percent(10%)per annum.
18.5 Cure of Tenant's Default. Should Tenant fail to pay and discharge,when due and payable any
lien or claim for labor or materials,or any claim for damages arising out of the repair,alteration,maintenance and
use of the Premises to be paid by Tenant under this Lease,or should Tenant fail to provide or evidence the provision
of any insurance policy as required by this Lease,or should Tenant fail to fully pay or perform any sum to be paid or
any covenant or agreement to be performed by Tenant, as provided for in this Lease,after ten(10)days'written
notice from Landlord(except as provided to the contrary in Section 15.1 above or unless Landlord is required to
cure Tenant's failure in performance to correct an unsafe condition or to obtain insurance to have been provided or
evidenced by Tenant,in which event said prior written notice shall not be required),then Landlord may,at its option
and without waiving or releasing Tenant from any of Tenant's obligations hereunder,pay any such lien,claim,or
charge,or settle or discharge any action therefor or satisfy any judgment thereon,or obtain any such insurance,or
pay any such sum or perform any such covenant or agreement. All costs,expenses and other sums incurred or paid
by Landlord in connection therewith,together with interest at the maximum rate permitted by law per annum on such
costs, expenses, and sums from the date incurred or paid by Landlord, shall be deemed to be additional rent
hereunder and shall be paid by Tenant to Landlord upon demand,and any default therein shall constitute a breach of
the covenants and conditions of this Lease.
18.6 No Waiver. The waiver by Landlord of any breach of any term. covenant or condition herein
contained shall not be deemed to be a waiver of such term,covenant or condition or any subsequent breach of the
same or any other term,covenant or condition herein contained_ The subsequent acceptance of rent by Landlord
shall not he deemed to be a waiver of any preceding breach by Tenant of any term.covenant or condition of this
Lease other than the failure of Tenant to pay the particular rent so accepted,regardless of Landlord's knowledge of
such preceding breach at the time of acceptance of such rent. No covenant,term or condition of this Lease shall be
deemed to have been waived by Landlord unless such waiver is in writing and executed by Landlord,
2 3 Landlord's initials
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ARTICLE XIX
DEFAULT BY LANDLORD
19.1 Generally. Landlord shall not be in default hereunder unless Landlord fails to perform
the obligations required of Landlord within a reasonable time,but in no event later than thirty(30)days after written
notice by Tenant to Landlord and,following Landlord's failure to act within such thirty(30)day notice period,to the
holder of any mortgage or deed of trust covering the Premises whose name and address shall have theretofore been
furnished to Tenant in writing and specifying wherein Landlord has failed to perform such obligation; provided,
however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for
performance,then Landlord shall not be in default if Landlord commences performance within such thirty(30)day
period and thereafter diligently prosecutes the same to completion. In the case of a default by Landlord,prior to
Tenant's exercise of any remedy,the holder of any mortgage or deed of trust encumbering the Center shall have the
right,but not the obligation,to cure such a default. In no event shall Tenant have the right to terminate this Lease as
a result of Landlord's default,and Tenant's remedies shall be limited to an action at law for monetary damages.
19.2 Limitation. Any claim,demand,right or defense of any kind by Tenant which is based
upon or arises in connection with this Lease or the negotiations prior to its execution,shall be barred unless Tenant
commences an action thereon,or interposes in a legal proceeding a defense by reason thereof,within six(6)months
after the date of the inaction or omission or the date of the occurrence of the event or of the action to which the
claim,demand,right or defense relates,whichever applies.
ARTICLE XX
ATTORNEYS'FEES
In the event that either party shall institute any legal action or other proceeding, including referral to a
collection agency, against the other relating to the provisions of this Lease, or any default hereunder, the
unsuccessful party in such action or proceeding agrees to pay to the prevailing party the reasonable attorneys' fees
and any and all costs,including the costs of a collection agency,actually incurred by the prevailing party,regardless
if such legal action or proceeding is pursued to or results in an actual judgment.
ARTICLE XXI
EMINENT DOMAIN
21.1 Taking Resulting in Termination. In the event that all or substantially all of the
Premises shall be taken under the power of eminent domain,or that any portion of the Center shall be so taken so as
to render the Center not reasonably suitable for continuation of business in Landlord's or Landlord's lender's absolute
discretion,this Lease shall thereupon terminate as of the date possession shall be so taken, In the event that a portion
of the floor area of the Premises shall be taken under the power of eminent domain and the portion not so taken will
not be reasonably adequate for the operation of Tenant's business, notwithstanding Landlord's performance of
restoration as hereinafter provided,this Lease shall terminate as of the date possession of such portion is taken. If
this Lease is terminated, all rent shall be paid up to the date that actual possession of the Premises, or a portion
thereof, is taken by public authority, and Landlord shall make an equitable refund of any rent paid by Tenant in
advance and not yet earned.
21.2 Partial Taking. In the event of any taking under the power of eminent domain which
does not terminate this Lease as aforesaid,any obligation of Tenant under this Lease to pay Percentage Rent,and all
of the other provisions of this Lease,shall remain in full force and effect,except that the Minimum Annual Rent only
shall be reduced in the same proportion that the amount of floor area of the Premises taken bears to the floor area of
the Premises immediately prior to such taking,and Landlord shall, to the extent of the condemnation award, at
Landlord's own cost and expense,restore such part of Landlord's Work in the Premises described in Exhibit"C"as is
not taken to as near its former condition as the circumstances will permit,and Tenant shall do likewise with respect
to such part of Tenant's Work as is not taken. In such event,this Lease shall terminate as to the portion of the
Premises so taken.
21.3 Award. All damages awarded for any such taking under the power of eminent domain,
whether for the whole or a part of the Premises,shall belong to and be the property of Landlord,whether such
damages shall be awarded as compensation for diminution in value of the leasehold or for the fee of the Premises;
provided, however,that nothing herein contained shall prevent Tenant from making claim for loss or damage to
Tenant's trade fixtures and removable personal property.
21.4 Transfer Under Threat of Taking. A voluntary sale by Landlord of all or any portion
of the Center to a public or quasi-public body, agency or person, corporate or otherwise, having the power of
eminent domain, either under threat of condemnation or while condemnation proceedings are pending, shall be
deemed to be a taking by eminent domain.
21.5 Requisitioning. Notwithstanding anything to the contrary in the foregoing provisions,
the requisitioning of the Premises or any part thereof by military or other public authority for purposes arising out of
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Tenant's initials
a temporary emergency or other temporary situation or circumstances shall constitute a taking of the Premises by
eminent domain only when the use and occupancy by the requisitioning authority has continued for one hundred
eighty(ISO)days, During such one hundred eighty(180)consecutive day period,and if this lease is not terminated
under the foregoing provisions,then for the duration of the use and occupancy of the Premises by the requisitioning
authority,any obligation of Tenant under this Lease to pay Percentage Rent or other amounts,and all of the other
provisions of this Lease,shall remain in full force and effect,except that Minimum Annual Rent shall be reduced in
the same proportion that the amount of the floor area of the Premises requisitioned bears to the total floor area of the
Premises,and Landlord shall be entitled to whatever compensation may be payable from the requisitioning authority
for the use and occupation of the Premises for the period involved.
ARTICLE XXII
SUBORDINATION TO FINANCING;ATTORNMENT
22.1 Subordination. This Lease is subject and subordinate to all ground and/or other
underlying leases including sale and leaseback leases, mortgages and deeds of trust or other encumbrances which
now affect the Center,the Premises or any portion thereof,together with all renewals,modifications,consolidations
and/or extensions thereof. In the event that the lessor under any such lease or the holder or holders of any such
mortgage,deed of trust or other encumbrance shall advise Landlord that it or they desire that this Lease be prior and
superior thereto or that it or they desire the option to make this Lease prior and superior thereto,upon written request
of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all documents or
instruments which Landlord or such lessor,holder or holders deem necessary or desirable in connection therewith.
22.2 Future Encumbrance. Landlord shall have the right to cause this Lease to be and
become and remain subject and subordinate to any and all ground and/or other underlying leases,including the sale
and leaseback leases, mortgages and deeds of trust which may hereafter be executed covering the Center, the
Premises,the real property thereunder or any portion thereof,for the full amount of all advances made or to be made
thereunder and without regard to the time or character of such advance,together with interest thereon,and subject to
all the terms and provisions thereof. Tenant agrees,within ten(10)days after Landlord's written request therefor,to
execute,acknowledge and deliver upon request any and all documents or instruments which Landlord or the lessor
under any such underlying lease or the holder or holders of any such mortgage or deed of trust deem necessary or
desirable to assure the subordination of this Lease to any such mortgage,deed of trust or leasehold estate and to
confirm Tenant's agreement to attorn in Section 22.3 hereof.
22.3 Attornment. Subject to Section 22.4 below,Tenant hereby attorns and agrees to attorn
to any person,firm or corporation purchasing or otherwise acquiring Landlord's interest in the Center,the Premises,
or the real property thereunder or any portion thereof,at any sale or other proceeding or pursuant to the exercise of
any rights, powers.or remedies under such mortgages or deeds of trust or ground or underlying leases as if such
person,firm or corporation had been named as Landlord herein.
22.4 Non-Disturbance. The foregoing provisions of this Article to the contrary
notwithstanding and so long as Tenant is not in default hereunder,this Lease shall remain in full force and effect for
the full term hereof, notwithstanding the foreclosure of any deed of trust, mortgage or lease to which Tenant has
subordinated this Lease under Section 22.2 hereof,unless Tenant expressly agrees to the contrary,in writing. In the
event that this Lease will continue in effect following the foreclosure of any mortgage or deed of trust having priority
to this Lease or the termination of Landlord's leasehold estate in and to the Premises, if any, as provided in the
preceding sentence or pursuant to any instruments or documents entered into by Tenant pursuant to Sections 22.1 or
22.2 above, Tenant agrees that the parties succeeding to Landlord's interests under this Lease will not be (i)
responsible for any act or omission of a prior landlord,(ii)subject to any offsets or defenses which Tenant might
have a:iinst any prior landlord,(iii)bound by any rent or additional rent which Tenant may have paid in advance to
any prior landlord,other than the current month's rental paid in advance,or for any lease security deposit or any
other sums deposited with the original or any prior landlord and not delivered to such successor in interest,or(iv)
bound by any amendment or modification of this Lease made without the prior written consent of such mortgagee,
trust deed beneficiary or lessor, Tenant hereby irrevocably appoints Landlord the attorney-in-fact of Tenant to
execute and deliver any instruments and documents provided for in this Article for and in the name of Tenant. Such
power is coupled with an interest and is,therefore,irrevocable.
22.5 Estoppel Certificate. If in connection with any sale,assignment or hypothecation of the
Premises,the Center,or the land thereunder by Landlord,an estoppel statement shall be required from Tenant,or if
Landlord shall otherwise request an estoppel certificate,Tenant agrees to deliver in recordable form within ten(10)
days after written request therefor by Landlord,an estoppel statement substantially in the form attached hereto as
Exhibit'E"or containing substantially the same certifications as set forth in the attached Exhibit"E",together with
such additional certifications as to such other matters as Landlord may reasonably require. Tenant's failure or refusal
to timely execute such certificate, or such other certificate shall constitute an acknowledgment by Tenant that the
statements in such certificate are true and correct without exception,
2 5 Landlord's initials
Tenant's initials
ARTICLE XXIII
SALE OF PREMISES BY LANDLORD
In the event of any sale,exchange or other conveyance of Landlord's interest in the Center or any portion or
portions thereof by Landlord and an assignment by Landlord of this Lease,Landlord shall be and is hereby entirely
freed and relieved of all liability under any and all of its covenants and obligations contained in or derived from this
Lease arising out of any act, occurrence or omission relating to the Premises or this lease occurring after the
consummation of such sale,exchange or other conveyance and assignment.
ARTICLE XXIV
HOLDOVER BY TENANT
24.1 Holdover Tenancy. In the event that Tenant shall hold the Premises after the expiration
of the Lease Term hereof with the consent of Landlord,express or implied, such holding over,in the absence of
written agreement on the subject,shall be deemed to have created a tenancy from month-to-month,terminable on
thirty(30)days'written notice by either party to the other,upon a monthly rental hereinafter stated,but otherwise
subject to all of the terms and provisions of this lease. Such monthly rental shall be computed on the basis of one-
eighth(I'S)of the total rental payable by Tenant to Landlord for the preceding twelve(12)month period including,
but not limited to, Minimum Annual Rent, Percentage Rent and any other charges payable by Tenant under this
Lease.
24.2 Failure to Surrender. If Tenant fails to surrender the Premises upon the termination or
expiration of this Lease,in addition to any other liabilities to Landlord accruing therefrom,Tenant hereby agrees to
indemnify and hold Landlord harmless from loss or liability resulting from such failure including,but not limited to,
any claims made by any succeeding tenant based upon Tenant's failure to surrender.
ARTICLE XXV
NOTICES
25.1 Notices. Wherever in this Lease it shall be required or permitted that notice,approval,
advice,consent or demand be given or served by either party to this Lease to or on the other,such notice,approval,
advice,consent or demand shall be deemed to be given or served if such notice is(a)in writing and served by hand
delivery or facsimile transmission and additionally a copy thereof is forwarded by certified,registered or overnight
mail evidencing receipt thereof,addressed to the parties at the addresses listed in Section 1.1 hereof;or(b)in writing
and served solely by certified,registered or overnight mail evidencing receipt thereof,addressed to the parties at the
addresses listed in Section 1.1 hereof. Such notice shall be deemed received by the other party on the date of hand
delivery or facsimile transmission, as to alternative (a); or on the date actually received by the other party as
evidenced by certified, registered, or overnight mail receipt, as to alternative (b). Either party may change such
address by written notice delivered as provided herein.
25.2 Default Notices. Notwithstanding anything to the contrary contained herein,any notices
Landlord is required or authorized to serve upon Tenant in order to advise Tenant of alleged violations of Tenant's
covenants contained in Article XI (improper advertising medium/signs), Article XV (failure of Tenant to properly
repair and/or maintain the Premises),or Article XVII(improper parking of automobiles),must be in writing but shall
be deemed to have been duly given or served upon Tenant by delivery of a copy of such notice to one of Tenant's
managing or responsible employees at the Premises and by mailing a copy of such notice to Tenant in the manner
specified above.
ARTICLE XXVI
LANDLORD'S RIGHT TO RELOCATE PREMISES
Landlord shall have the right to relocate the Premises to another part of the Center in accordance with the
following:
A. Decor. The new Premises shall be substantially the same in size,decor,and nature as the
Premises described in this Lease and shall be placed in such condition by Landlord at its cost.
B. Relocation. The physical relocation of the Premises,including the relocation of Tenant's
trade fixtures,equipment and other personal property,shall be accomplished by Landlord at Landlord's cost.
C. Notice. Landlord shall give Tenant at least thirty(30)daysnotice of Landlord's intention
to relocate the Premises.
26 Landlord's initials
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D. Time. Landlord shall diligently pursue the relocation of the Premises, and Minimum
Annual Rent and all other sums and charges payable under this Lease shall abate during any period that Tenant
cannot operate its business from either the Premises or from the new Premises as a result of such relocation.
E. Costs. All incidental costs incurred by Tenant as a result of the relocation including,
without limitation,costs incurred in changing addresses on stationery,business cards,directories,advertising,and
other such items,shall be paid by Landlord in a sum not to exceed One Thousand and 00/100 Dollars(S1,000.00).
F. Frequency. Landlord shall not have the right to relocate the Premises more than two(2)
times during the Lease Term.
G. Size. If the relocated Premises are smaller than the Premises as they existed before the
relocation,Minimum Annual Rent and other charges hereunder shall be reduced to a sum computed by multiplying
the Minimum Annual Rent by a fraction,the numerator of which shall be the gross leasable square footage floor area
of the relocated Premises and the denominator of which shall be the gross leasable square footage floor area of the
Premises before relocation.
Amendment. The parties shall immediately execute an amendment to this Lease stating
the relocation of the Premises and the reduction of Minimum Annual Rent,if any.
I. Termination. Notwithstanding the foregoing,Tenant may elect not to be relocated by
Landlord pursuant to the foregoing provision of this Article XXVI by giving Landlord written notice of such election
within twenty(20)days of Tenant's receipt of written notice from Landlord of Landlords election to exercise its right
to relocate the Premises pursuant to this Article. In the event of such an election by Tenant,however,Landlord may
elect to terminate this Lease by giving written notice of such termination to Tenant at any time within sixty(60)days
of Landlords receipt of such notice from Tenant. Upon any such termination the rents and other charges payable
hereunder shall be prorated and paid to and from the date of such termination. Any such termination shall become
effective thirty(30)days following Tenant's receipt of such notice of termination from Landlord.
ARTICLE XXVII
PROMOTIONAL FUND
27.1 Promotional Fund Charge. Tenant agrees that commencing with the Rental Commencement
Date,and thereafter during the term of the Lease,it will participate in any Promotional Fund,which Landlord may
establish for the Center. Such participation shall include the obligation of Tenant to pay assessments to cover the
expenses of all advertising and other activities carried on by such Promotional Fund for the mutual benefit of all
Promotional Fund participants,including the expense of compensating personnel to direct and implement activities
and related office and overhead expense.
Tenant's annual contribution ("Contribution") to such Promotional Fund shall be paid in equal monthly
installments,and is set forth in Section 1.1 hereof;however,if the demised premises contain less than 1,000 square
feet of floor area,or the space is used as a financial institution or as office space Tenant shall pay a minimum annual
Contribution of S600. Landlord,at its sole option and election,may require a greater or lesser Contribution;or may
suspend the Contribution for one or more years without effected Tenant's responsibility to recommence payment of
its Contribution at the sole election of Landlord. The Contribution shall be subject to an increase as of January I of
each calendar year in an amount not to exceed five percent(5%).
If a Promotional Fund does not currently exist at the Center,Landlord has the right and option to form a
Promotional Fund in the same manner as described above. Landlord will provide Tenant a thirty(30)day advanced
written notice that such a Promotional Fund will be activated at the Center and Tenant's Contribution shall be paid
on the first day of the month following the thirty(30)day notice from Landlord.
27.2 Shopping Center Grand Opening. In addition to its annual contributions,Tenant shall pay to the
Promotional Fund a one-time contribution equal to its required annual contribution for the first full calendar year
following the Rental Commencement Date,to be used for the purpose of defraying publicity and other promotional
expenses relating to the initial opening of the Center. Such sum shall be paid on or before the Rental
Commencement Date and shall be paid without regard to whether Tenant participates in or is open for business for
the initial opening of the Center.
27.3 Advertising. Tenant shall be required to advertise at a minimum six (6) times annually.
Advertising is to be coordinated and run jointly with other Center advertising. In the event the Center advertising
does not run a minimum of six(6)advertisements,Tenant will run its advertising independently and furnish proof of
same to the Landlord with the monthly sales reports retlecting the ad or ads so run.
Tenant's advertising, under this Seetion, shall specifically mention the name and location of the Center,
Such advertising shall be in the form of news print,inserts,direct mailings,electronic broadcast media and in any
other appropriate form of advertising selected by the Landlord as part of its coordinated advertising program for the
Center,
27 Landlord's initials
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Within thirty(30)days following the close of each calendar year,Tenant shall furnish Landlord a statement
for the preceding calendar year or partial calendar year, as the case may be,showing the amounts expended for
advertising and the channels used for such advertising. In the event that Tenant shall fail to advertise as provided for
herein,then Tenant shall pay Landlord upon demand two percent(2%)of Tenant's annualized gross sales for the
proceeding calendar year less any amounts spent on advertising for the proceeding calendar year. Landlord shall use
such sums to promote the Center at Landlord's sole discretion.
27.4 If the Shopping Center has a Merchant Association. In lieu of the Merchant's Association,
Landlord shall have the right and option to form a Promotional Fund or other advertising and association (the
"Promotional Fund"), at any time and from time to time, in which case the Merchant Association dues paid by
Tenant shall become the Promotional Fund dues and such payments shall constitute Tenant's assessments to the
Promotional Fund. Upon Landlord's establishment of the Promotional Fund,the Merchant's Association shall be
dissolved and any Promotional Funds remaining in the Merchant Association shall be turned over to the Promotional
Fund. The amounts collected by the Landlord in connection with the Promotional Fund shall be used by Landlord to
pay all costs and expenses associated with the formulation and carrying out of ongoing programs for the promotion
of the Center, which programs may include, without limitation, the following (but which shall not be deemed a
representation as to the actual provision of such programs):special events,shows,displays,signs,marquees,decor,
seasonal events,institutional advertising for the Center,and the distribution of promotional literature designed to
attract customers. In addition,Landlord may use the Promotional Fund dues to defray the cost of administration of
the Promotional Fund,including,without limitation,the salary and related costs and benefits of a director and related
administrative personnel, and rent allocable to any management office within the Center devoted to use by such
personnel. Tenant shall participate in advertising programs designated by Landlord in connection with the
Promotional Fund and shall comply with all other reasonable rules and regulations established by Landlord in
connection with the Promotional Fund,
ARTICLE XXVIII
CAPTIONS AND TERMS
28.1 Reference Only. The captions of Articles and Sections of this Lease are for convenience only and
do not in any way limit or amplify the terms and provisions of this Lease. Except as otherwise specifically state in
this Lease,the''Lease Term"shall include the original term and any extension,renewal or holdover thereof.
28.2 Parties. If more than one(I)person or corporation is named as Landlord or Tenant in this Lease
and executes the same as such,the words"Landlord"or"Tenant,"wherever used in this Lease,are intended to refer
to all such persons or corporations, and the liability of such persons or corporations for compliance with the
performance of all the terms, covenants and provisions of this Lease shall be joint and several. The masculine
pronoun used herein shall include the feminine or the neuter as the case may be, and the use of the singular shall
include the plural,as the context may require.
ARTICLE XXIX
OBLIGATIONS AND SUCCESSORS
Each and all of the provisions of this Lease shall be binding upon and inure to the benefit of the parties
hereto,and except as otherwise specifically provided in this Lease,their respective heirs,executors,administrators,
successors and assigns,subject,however,to all agreements,covenants,and restrictions contained elsewhere in this
Lease with respect to the assignment,transfer,encumbering or subletting of all or any part of Tenant's interest in this
Lease or the Premises.
ARTICLE XXX
MISCELLANEOUS PROVISIONS
30.1 Severability. It is agreed that if any provision of this Lease shall be determined to be void by a
court of competent jurisdiction,then such determination shall not affect any other provision of this Lease,and all
such other provisions shall remain in full force and effect,
30.2 Warranty of Corporate Authority. If Tenant is a corporation,the persons executing this Lease
on behalf of Tenant hereby covenant and warrant that Tenant is a duly formed corporation and all steps have been
taken prior to the date hereof to qualify Tenant to do business in the state where the Center is located; that all
franchise and corporate taxes have been paid to date;and that all forms,reports,fees and other documents necessary
to comply with applicable laws will be tiled when due.
30.3 Merger. It is understood and acknowledged that there are no oral agreements between the parties
hereto affecting this Lease, and this Lease entirely supersedes and cancels any and all previous negotiations,
arrangements,brochures,agreements and understandings,if any,between the parties hereto or displayed by Landlord
to Tenant with respect to the subject matter thereof,and none thereof shall be used to interpret or construe this[case,
'his I ease contains all of the terms,covenants,conditions,warranties and agreements of the parties relating in any
2'd Landlord's initials
Tenant's initials Zriti
manner to the rental,use and occupancy of the Premises and shall be considered to be the only agreement between
the parties hereto and their representatives and agents. None of the terms,covenants,conditions or provisions of this
Lease can be modified,deleted or added to except by written Lease Amendment signed by the parties hereto. All
negotiations and oral agreements acceptable to both parties have been merged into and are included herein, There
are no other representations or warranties between the parties, and all reliance with respect to representations is
totally upon the representations and agreements contained in this lease,
30.4 Right to Lease. Landlord reserves the absolute right to effect such other tenancies in the Center as
Landlord in the exercise of its sole business judgment shall determine. Tenant does not rely on the fact,nor does
Landlord represent,that any specific tenant or type or number of tenants shall,during the Lease Term,occupy any
space in the Center or that any particular building or other improvements will be constructed or remain within the
Center.
30.5 Governing Law. The laws of the State in which the Center is located,shall govern the validity,
construction,performance and enforcement of this Lease. Should either party institute legal action to enforce any
obligation contained herein,it is agreed that the proper venue of such suite or action shall be the county and judicial
district in which the Center is located. Although the printed provisions of this Lease were drawn by Landlord,this
Lease shall not be construed either for or against Landlord or Tenant but shall be interpreted in accordance with the
general tenor of its language.
30.6 Entry by Landlord. Landlord reserves,and shall at any and all times have the right for itself,any
lessor and their respective designees to enter the Premises to inspect the same and Tenant's operations,to protect
their respective interests,to post notices of nonresponsibility,to repair the Premises and any portion of the Building
that Landlord may deem necessary or desirable or to perform environmental studies,without abatement of rent,and,
for that purpose,may erect scaffolding and other necessary structures where reasonably required by the character of
the work to be performed, always providing that the entrance of the Premises shall not be blocked thereby, and
further providing that the business of the Tenant shall not be interfered with unreasonably. Landlord and Landlords
agents shall also have the right to show the Premises to prospective purchasers and/or lenders during the term of this
Lease. Tenant shall permit Landlord,at any time within six(6)months prior to the expiration of this Lease,to place
upon the Premises any usual or ordinary "For Lease" signs, and during such six (6) month period Landlord, or
Landlords agents, during normal business hours, may enter upon the Premises and exhibit same to prospective
tenants. For each of the aforesaid purposes,Landlord shall at all times have and retain a key with which to unlock all
of the doors in,upon and about the Premises,excluding Tenant's vaults,safes and files, Landlord shall have the right
to use any and all means which Landlord may deem proper to open said doors in an emergency,in order to obtain
entry to the Premises without liability to Tenant,except for any failure to exercise due care of Tenant's property.
Any entry to the Premises obtained by Landlord or the Landlord's lessor or their designees by any of said means,or
otherwise,shall not under any circumstances be construed or deemed to be a forcible or an unlawful entry into,or a
detainer of,the Premises,or eviction of Tenant from the Premises or any portion thereof.
30,7 Force Majeure. Any prevention,delay or stoppage due to strikes,lockouts,labor disputes,act of
God,inability to obtain labor or materials or reasonable substitutes therefor,governmental actions,civil commotions,
tire or other casualty,and other non-financial causes beyond the reasonable control of the party obligated to perform,
shall excuse the performance of such party for a period equal to any such prevention,delay or stoppage,except the
obligations,imposed with regard to rental and other charges to be paid by Tenant pursuant to this Lease,
30.8 Cumulative Rights. The various rights,options,elections,powers and remedies contained in this
Lease shall be construed as cumulative,and no one remedy shall be exclusive of any other remedy,or of any other
legal or equitable remedy which either party might otherwise have in the event of breach or default in the terms
hereof,and the exercise of one right or remedy by such party shall not impair its right to any other right or remedy
until all obligations imposed upon the other party have been fully performed.
30.9 Time. Time is of the essence with respect to the performance of each of the covenants and
agreements contained in this Lease.
30.10 Relationship of Parties. Nothing contained in this Lease shall be deemed or construed by the
parties hereto or by any third person to create the relationship of principal and agent or of partnership or of joint
venture or of any association between Landlord and Tenant,and neither the method of computation of rent nor any
other provision contained in this Lease nor any acts of the parties hereto shall be deemed to create any relationship
between Landlord and Tenant other than the relationship of landlord and tenant.
30.11 Late Charges. Tenant hereby acknowledges that late payment by Tenant to Landlord of rent or
other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease,the exact amount of
which is extremely difficult to ascertain, Such costs include, but are not limited to, processing and accounting
charges, and late charges which may be imposed upon Landlord by the terms of any mortgage or deed of trust
covering the Premises, Accordingly, if any installment of rent or any other sum due from Tenant shall not be
received by Landlord or Landlord's designee when due,then Tenant shall pay to Landlord a late charge equal to Two
Ilundred Fitly and 00/100 Dollars($250.00)or ten percent(10%)of the amount due,whichever is higher,provided
that such amount will not exceed the maximum rate permitted by law,plus any attorneys'fees incurred by Landlord
by reason of Tenant's failure to pay rent and/or other charges when due hereunder. The parties hereby agree that
2 9 Landlord's initials
Tenant's initials
such late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of the late
payment by Tenant. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant's
default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and
remedies granted hereunder. Tenant hereby agrees that if Tenant is subject to a late charge for two(2)consecutive
months,Minimum Annual Rent for the following twelve(12)months shall automatically be adjusted to be payable
quarterly, in advance, commencing upon the first day of the month following such consecutive late month and
continuing for the next twelve(12)months on a quarterly basis in advance.
LANDLORD" "TENANT"
30.12 Financial Statements. At any time during the Lease Term,Tenant shall,upon thirty(30)days'
prior written notice from Landlord,provide Landlord or any institutional lender which is negotiating with Landlord
for interim, construction or permanent financing, and/or existing mortgage lender of record, with a confidential
current financial statement(dated within ninety[90)days of the date Tenant receives Landlord's notice)and financial
statements for each of the two(2)years prior to the then current fiscal statement year. Such current statement shall
be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of
Tenant,shall be audited by an independent certified public accountant, Additionally, Landlord shall at all times
subsequent to the Effective Date noted in the Preamble, be authorized to retrieve a third-party credit report on
Tenant from third party credit agencies(e.g.,TRW). The financial statement shall include at least Tenant's balance
sheet,income and expense statement,sources and uses of funds,aging schedule of accounts receivable and payable
and notes to financial statement.
30.13 Real Estate Brokers. Landlord and Tenant represent and warrant that there are no claims for
brokerage commissions or tinder's fees in connection with the execution of this Lease,and agree to indemnify the
other against and hold it harmless from all liability arising from any such claim including,without limitation,the cost
of attorneys'fees in connection therewith.
30.14 Interest. Tenant shall pay to Landlord when due all sums of money required to be paid pursuant
to this Lease. Except as may be expressly provided to the contrary in this Lease,if Tenant shall fail to pay any such
sum,when the same is due and payable,such unpaid amounts shall bear interest at the maximum rate permitted by
law from the date due to the date of payment.
30.15 No Discrimination. Tenant herein covenants by and for itself,its successors and assigns,and all
persons claiming under or through them, and this Lease is made and accepted upon and subject to the following
conditions: That there shall be no discrimination against or segregation of any person or group of persons, on
account of sex, sexual preference, marital status, race, color, creed, religion, national origin, or ancestry, in the
leasing,subleasing, renting, transferring, use, occupancy, tenure or enjoyment of the Premises herein leased, nor
shall Tenant itself, or any person claiming under or through it, establish or permit such practice or practices of
discrimination or segregation with reference to the selection,location,number,use of occupancy of tenants,lessees,
sublessees,or vendees in the Premises herein leased.
30.16 Exculpation. The obligations of Landlord under this Lease do not constitute obligations of the
general or limited partners of the Landlord,and Tenant shall look solely to the real estate that is the subject of this
Lease and to no other assets of Landlord for satisfaction of any liability in respect of this Lease and will not seek
recourse against the general or limited partners of the partnership,which is Landlord herein,nor against any of their
personal assets,for such satisfaction.
30,17 Hazardous Materials. Tenant represents and warrants that it and its agents,servants,employees,
contractors,and anyone else acting on Tenant's behalf will not,store,dispose,produce,use,permit the escape or
release of,transport or manufacture any biologically or chemically active,or toxic or hazardous waste or materials as
defined or regulated by local, state or federal law on the Premises or any portion of the Center ("Hazardous
Materials"). Without limitation, Hazardous Materials shall include those described in the Comprehensive
Environmental Response,Compensation and Liability Act of 1980,as amended,42 U.S.C.Section 9601 et seq.;the
Resource Conservation and Recovery Act,as amended,42 U.S.C.Section 6901 et seq.;any applicable state or local
laws, and the regulations adapted under these Acts. Tenant shall give Landlord prompt written notice of the
existence of, and/or Tenant's discovery of, the presence of or contamination of the Premises or the Center with
Hazardous Materials. In the event Tenant or any of its agents,servants,employees,contractors or anyone else acting
on Tenant's behalf violates the foregoing provision by storing, disposing, producing, using, transporting or
manufacturing any Hazardous Materials in,on or about the Premises of the Center,Tenant shall indemni ,defend
and hold Landlord harmless from any damage,claim,injury,cost or liability arising therefrom or related thereto,
including all costs of clean-up, attorneys' fees and court costs. The clean up and disposal of such Hazardous
Materials shall be performed by Tenant at Tenant's sole cost and expense and shall be performed in accordance with
all applicable laws,rules,regulations and ordinances, The Foregoing notwithstanding, Landlord in Landlord's sole
and absolute discretion may elect, by written notice to Tenant, to perform the clean up and disposal of such
Hazardous Materials from the Premises and/or the Center, In such event,Tenant shall pay to Landlord the actual
cost of same upon receipt from Landlord of Landlord's written invoice theretbr. If any lender or governmental
agency shall ever require testing to a,scenain whether or not there has been any release of Hazardous Materials on or
from the Premises or resulting from the actions or inaction of Tenant or of anyone entering upon the Center by or
3 0 Landlord's initials
Tenant's initials
under Tenant, then the reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand as
additional rent. In addition, Tenant shall executed affidavits, representations and the like from time to time at
Landlord's request concerning Tenant's best knowledge and belief regarding the presence of hazardous substances or
materials on the Premises. In all events,Tenant shall indemnify and hold Landlord and the Center harmless pursuant
to and under Section 8.1 hereof from any release or Hazardous Material on or from the Premises occurring during
the Lease Term or while Tenant is in possession,or elsewhere if caused by Tenant or persons entering upon the
Center or acting under Tenant The terms of the indemnification set forth in this Section 30.17 shall survive the
expiration or termination of this Lease.
30.18 Disclaimer of Authority. Tenant acknowledges and agrees that no promise,representations or
assurances made by such broker(s)or by any other employee and/or agent of Landlord that is not expressly set forth
in this Lease will be binding upon or enforceable against Landlord.
30.19 Jurisdiction. Any and all legal complaint,disputes,court action and/or proceedings related to any
and all issues arising from this Lease shall be tiled in Los Angeles County,California.
30.20 Confidentiality: Tenant shall not disclose the terms(whether specifically or generally)of this
Agreement to any person excepting only attorneys or accountants representing or assisting Tenant to the extent
required in conjunction with proper performance of their duties,providing Tenant requires confidentiality of such
representatives, or as may be compelled by proper process in connection with any judicial or administrative
proceedings. Tenant's failure to strictly comply with such confidentiality requirement shall constitute a default
pursuant to this Agreement.
IN WITNESS WHEREOF,Landlord and Tenant have duly executed and delivered this Lease as of the day
and year first above written.
THIS LEASE SHALL NOT BECOME EFFECTIVE "LANDLORD"
UNTIL EXECUTED BY LANDLORD AND DELIVERED Orange Street Plaza,LLC,
TO TENANT AND THE SUBMISSION OF THIS FORM By Authorized Agent for Landlord.
OF LEASE TO TENANT BY LANDLORD,OR
LANDLORD'S AGENT,DOES NOT CONSTITUTE AN Date: Z
OFFER TO LEASE.
By7:
Raymond Arj and
Its: " lin! -mber
"TENANT"
ATTEST. City of Redlands
4'
November 16, 2010
BY: Date:
am Irwin IP"
ft
Pat Gilbreath
Its Mayor
• If Tenant shall be a corporation,the authorized officers must sign on behalf of the corporation. The Lease must be
executed by the president or vice-president and the secretary or assistant secretary,or as specifically set forth in the
bylaws or a resolution of the board of directors In any event,a certified copy of the resolution authorizing the
execution of this Lease must be attached hereto as an addendum.
CONSULT YOUR ATTORNEY. Tenant acknowledges that unless and until a fully executed counterpart of this
Lease and all attachments,approved and signed by Landlord,is delivered to Tenant,this instrument shall constitute
only a preliminary expression of intent and may be modified or revoked by Landlord,in which event neither party
shall be bound thereby or have any liability to the other party. Tenant further understands that this document,when
signed by Tenant has substantial legal consequences and neither Landlord or its agents has advised Tenant in any
way as to the legal,business,or tax consequences to Tenant arising from or connected with this Lease, Tenant is
relying solely on the advice of its own consultants regarding this Lease,
31 Landlord's initials -A
Tenant's initials 1'
EXHIBIT"A"
SITE PLAN
This Exhibit A depicts the configuration of the Center. No representations are made to this plan.
Landlord reserves the right to alter the configuration of the Center and/or the size,shape,location
and extent of the improvements shown hereon without Tenant's consent and Tenant, by
execution of this Lease, agrees thereto and acknowledges such right of Landlord to so alter the
Center
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EXHIBIT "B"
DESCRIPTION OF PREMISES
SPACE 550 N.Orange St. #9 C
CONTAINING APPROXIMATELY 560 SQUARE FEET
(All measurements of the Premises shall be made from the outside of exterior walls and from the
center of the interior demising partitions, including those measurements to establish the length
and width of the Premises. Deductions shall not be allowed for columns, sprinkler risers, roof
drains, vents, piping, waste lines, conduit, ventilation shafts and related items serving the other
tenant spaces).
Landlord's initials
Tenant's initials
EXHIBIT "C"
PROVISIONS RELATING TO CONSTRUCTION
OF TENANT'S STORE
A. LANDLORD'S WORK.
1. Landlord shall provide Tenant with the store space detailed on Exhibits"A"and
"B". The store space shall constitute the Premises as defined in Article I of the Lease.
2. Tenant accepts the premises in an"as is,where is,all faults"condition.
B. TENANT'S WORK:
1. Tenant at its sole cost and expense shall perform any and all work required to
complete the Premises for Tenant's occupancy included but not limited to:
i. Mechanical&HVAC and electrical distribution, fixtures and equipment.
ii. Gas Connections and distribution to main manifold serving the shopping
center.
iii. Telephone
iv. Walls
v. Coves and Ceilings
vi. Furniture,fixtures and equipment
vii. Show window storefront
viii. All lighting serving Premises
ix. Flooring
x. Alarm systems
xi. Plumbing and distribution from main service serving the shopping center
to the demised Premises (including sewer connections, modifications,
deposits&fee's).
xii. Special Ventilation
xiii. Sewer and connection to main service serving shopping center.
x iv. Permits
xv. Signs(Interior&exterior store and monument(s)or pylon(s))
xvi. Architectural&structural plans
2. Tenant's work shall be performed by a licensed contractor with a good
standing record in the State of California. Tenant agrees to hold Landlord
harmless and indemnify Landlord of any and all liabilities including any
personal injuries to any workers, employees, customers or invitees to the
Premises
c. Working Drawings:
a. Tenant shall comply with all governmental authorities, building & zoning, City
ordinances and Landlord rules and regulations and submit plans for Landlord
approval within 15 days from execution of Lease.
b. Prior to commencement of construction all required building permits and others
permits as required shall be posted in a prominent place with the Premises.
c. Changes: Landlord's written approval shall be obtained by Tenant prior to the
undertaking of any construction work which deviates from Tenant's Working
Drawings as previously approved by Landlord.
Landlord's initials
Tenant's initials • 4.-7
EXHIBIT "D"
GUARANTEE OF LEASE
"INDENTIONALLY DELETED"
Landlord's Initials
Guarantor's Initials /T
EXHIBIT "E"
Owners
TENANT
SHOPPING CENTER LOCATION
CERTIFICATE OF TENANT
The undersigned hereby certifies to ("Landlord")as follows:
1. The undersigned is the tenant of the premises commonly known as
("Premises"), located in the above-captioned shopping center("Shopping Center"), pursuant to
that certain lease dated , 19 , ("Lease"), between the undersigned as tenant
("Tenant"),and ,as Landlord.
2. The Lease is presently in full force and effect.
3. The Lease constitutes the entire agreement between the undersigned and Landlord
with respect to the Premises, and there are no amendments, written or oral, to such agreement,
except as follows:
4. The undersigned has accepted possession of the Premises.
5. All improvements required under the terms of the Lease to be made by Landlord
have been substantially completed.
6. The Effective Date of the lease is ;the Possession Tender Date is
; and the Rental Commencement Date is . The Lease Term expires on
7. As of the date hereof,the current monthly installment of Minimum Annual Rent is
8. The amount paid to Landlord by the undersigned as a security deposit under the
terms of the Lease is$ , and the undersigned has prepaid no other rent or sum
whatsoever to Landlord applicable to any time period after the date hereof.
9. As of the date hereof, there exist no offsets, counterclaims or defenses of the
undersigned under the Lease against Landlord and there exist no events that would constitute a
basis for any such offset,counterclaims,or defense upon the lapse of time or the giving of notice,
or both.
10. That all conditions of said Lease to be performed by Landlord and necessary to the
enforceability of said Lease have been satisfied.
11. That there are no defaults by either Tenant or Landlord thereunder.
12. The undersigned hereby agrees:
A. To disclaim all right, title or interest in said premises except the rights
granted by said Lease; and
Landlord's Initials
Tenant's Initials
B. To notify the holder of any mortgage affecting the demised premises of
any default on the part of the Landlord which the Tenant proposes to cure and deduct from
rentals, or use as a basis or cancellation of the Lease and hereby grants to any such holder the
option to cure said default within a reasonable length of time. Tenant further agrees not to
invoke any of its remedies under this Lease during any period that any such holder is proceeding
to cure such default with due diligence,or is taking steps with due diligence to obtain the legal
right to enter the demised premises and cure the default. The undersigned hereby acknowledges
that is presently the holder of a deed of trust affecting the demised
premises.
•
EXECUTED THIS day of ,20_.
Landlord's Initials
Tenant's Initials
EXHIBIT "F"
SIGN CRITERIA
Deleted in its entirety. Tenant will not be installing an exterior sign.
Landlord's initials '."1"
Tenant's initials J-`4-;
EXHIBIT "G"
RULES AND REGULATIONS
Landlord hereby establishes the following rules and regulations for the safety, care and
cleanliness of(i)the store areas(hereinafter referred to as the"demised premises")of any tenant
or tenants of the Center(hereinafter referred to as the"tenant"), (ii)the common area; and(iii)
the Center in general,or for the preservation of good order:
A. FOR THE STORE AREAS:
1. All floor areas of the demised premises (including vestibules, entrances,
and air returns),doors,fixtures,windows,and plate glass shall be maintained in a clean,safe and
good condition.
2. All trash,refuse,and waste materials shall be stored in adequate containers
and regularly removed from the demised premises. These containers shall not be visible to the
general public and shall not constitute a health or fire hazard,or a nuisance to any other tenant.
In the event that any tenant shall fail to remedy such a health or fire hazard,or nuisance, within
five(5)days after written notice by Landlord,Landlord may remedy and/or correct such health or
fire hazard or nuisance at the expense of the tenant involved.
3. No portion of the demised premises shall be used for lodging purposes.
4. Neither sidewalks nor walkways shall be used to display, store, or place
any merchandise, equipment or devices, except in connection with sidewalk sales held with
Landlord's prior written approval. The roof of the demised premises shall not be used for the
storage of merchandise or equipment.
5. No public telephone,newsstand, shoe shine stand,refreshment,vending or
other coin-operated machine shall be installed or placed on the sidewalk or walkway area
adjacent to the demised premises or on the common areas without Landlord's prior written
approval in each instance.
6. No person or persons shall use the demised premises, or any part thereof,
for conducting therein a second-hand store, auction, distress or for sale or bankruptcy sale, or
"going-out-of-business"sale or"lost our lease''sale without Landlord's prior written consent.
7. No portion of the demised premises shall be used for the storage of any
merchandise, materials or other properties, other than those reasonably necessary for the
operation of a tenant's business. Landlord may, from time to time, inspect the demised premises
to insure compliance with the foregoing provisions.
8. Tenant shall not black out or otherwise obstruct the windows of the
demised premises by signage or otherwise,without Landlord's prior written consent.
9. If a tenant provides its customers with the use of shopping carts and/or
baskets,such tenant shall be responsible for causing said carts and/or baskets to be stored only in
areas designed by Landlord. If such tenant fails to routinely collect and store said cards as
necessary(at least twice on a daily basis), Landlord may assume the responsibility of same and
may bill the tenant involved on an estimated monthly basis for such service.
10. Tenant shall not permit any offensive odors into common area and Tenant
shall take any and all steps necessary to eliminate the odor including the installation of roof
ventilation at Tenant's expense.
Landlord's Initials it
Tenant's Initials ,i(
B. FOR THE COMMON AREAS:
1. All tenants and their authorized representatives and invitees shall use any
roadway,walkway, or mall(including the enclosed mall, if any)only for ingress and egress from
the stores in the Center. Use of the common areas shall be in an orderly manner in accordance
with directional or other signs or guides. Roadways shall not be used at a speed in excess of ten
(10) miles per hour and shall not be used for parking or stopping, except for the immediate
loading or unloading of passengers. Walkways and malls(including the enclosed mall, if any)
shall be used only for pedestrian travel.
2. All tenants and their authorized representatives and invitees shall not use
the parking areas for anything but parking motor vehicles. All motor vehicles shall be parked in
an orderly manner within the painted lines defining the individual parking places. During peak
periods of business activity,Landlord can impose any and all controls Landlord deems necessary
to operate the parking lot including but not limited to the length of time for parking use.
3. No person shall use any utility area or truck loading area reserved for use
in conducting business, except for the specific purpose for which permission to use these areas
has been given.
4. No employee shall use any area for motor vehicle parking except the area
specifically designated for employee parking. No tenant shall designate an area for employee
parking except the area designated in writing by Landlord.
5. Without the prior written consent of Landlord, no person shall use any of
the common areas for:
(a) Vending, peddling or soliciting orders for sale or distributing of
any merchandise,device,service,periodical,book,pamphlet,or other matter;
(b) Exhibiting any non-professional sign, placard, banner, notice or
other written material;
(c) Distributing any circular, booklet, handbill, placard, or other
material;
(d) Soliciting membership in any organization, group, or association,
or soliciting contributions for any purpose;
(e) Parading, patrolling, picketing, demonstrating, or engaging in
conduct that might interfere with the use of the common areas or be detrimental to any of the
business establishments in the Center;
(f) Using the common areas for any purpose when none of the
business establishments in the Center is open for business;
(g) Discarding any paper, glass, or extraneous matter of any kind,
except in designated receptacles;
(h) Except for normal and customary sound devices for Tenant's drive-
thru facilities, using a sound-making device that is grossly annoying or unpleasant to the general
public;or
(i) Damaging any sign, light standard, or fixture, landscaping material
or other improvement or property within the Center.
Landlord's Initials
_ -
Tenant's Initials
The above listing of specific prohibitions is not intended to be exclusive, but is intended
to indicate the manner in which the right to use the common areas solely as a means of access
and convenience in shopping at the business establishments in the Center is limited and
controlled by Landlord.
Landlord's Initials
Tenant's Initials j
EXHIBIT"H"
MEMORANDUM CONFIRMING TERM
THIS MEMORANDUM is made on between LLC,
and ,dba
: . .
• :- -•-- --..• :
Commencement Date:
Rental Commencement Date:
Expiration Date:
2. The Lease has not been modified or altered and there are no offsets or credits and the
LANDLORD:
LLC
Date:
By:
TENANT:
Date:
By:
Date:
By:
Landlord's Initials -
Tenant's Initials
EXHIBIT I
INSURANCE
Additional Insured's
The following shall be named a additional insureds:
1. Orange Street Plaza,LLC
2. Primero Management,Inc and it's employee's,officers and directors
The certificate holder on each on the Certificates of Insurance shall be as follows:
Orange Street Plaza,LLC
23901 Calabasas Rd.,Suite 1064
Calabasas,CA 91301
Landlord's Initials
tenants Initials
ORANGE STREET PLAZA, LLC
Corporate Office:
23901 Calabasas Rd., Suite 1064 Calabasas, CA 91302
Tel: 818.591.3800 Fax: 818.225.1064
December 3, 2010
City Clerk
City of Redlands
PO Box 3005
Redlands, CA 92373
Re: Lease
Orange Street Plaza Shopping Center
Redlands, CA
Enclosed is one (1) fully executed copy of the Lease for the above referenced Premises
our attorney for any clarifications. His contact information is as follows:
Sincerely,
Scott S. Sterlekar
Director of Real Estate & Leasing
cc: Orange Street Plaza, LLC