HomeMy WebLinkAboutContracts & Agreements_112-2000_CCv0001.pdf Space No. 2-B
LEASE
In consideration of the rents and covenants hereinafter set forth, Landlord hereby leases to Tenant, and Tenant hereby rents
from Landlord, the following described Leased Premises on the terms and conditions set forth in this Lease.
FUNDAMENTAL LEASE PROVISIONS
C:r0 10612-- .2-000
Date of Lease:
Shopping Center: The real property, as more fully described in Exhibit"A", located in the City of Redlands (§1)
, the County of San Bernardino , State of California
Leased Premises: The area generally outlined in red on the plot plan attached hereto as Exhibit"B", containing the following (§1)
approximate measurements, which Leased Premises(if known as of the date of this Lease) is commonly designated as
406 Orange Street, Redlands, California 92374
(Street Address)
Frontage: 21 ft. Depth: 71' 4" ft. Floor Area: 1498 sq. ft.
(Center of partition to center of partition) (Outside dimensions)
Landlord: Kiwi Associates, LLC/OSA Associates 2, LLC
Tenant: Cit of Redlands
Lease Term: Three ( 3 ) Lease years. ( 3)
Rent Commencement Date: November 1, 2000 (§3)
Fixed Minimum Annual Rent: $ 17,976.00 Fixed Minimum Monthly Rent: $ 1498.60 (§4,A)
Percentage Rent: N/A percent( N/A %) per month of Tenant's gross sales (§4B)
Security Deposit: $ N/A ($ N/A ) (§12)
Pre-Paid Rent: $ One Thousand Four hundred Ninety-Eight and 00/00 Dollars ($ 1498.00
Use of Leased Premises: Operation of a Police Department Sub-station (§11)
Tenant's Trade Name: (§11)
Address for Notices:
Landlord: Kiwi Associates, LLC/OSA Associates 2, LLC , 369 San Miguel Drive, Suite 100,Newport Beach, CA 92660.
Tenant: City of Redlands Police Dept. Attn: Community Services Commander, P.O. Box 1025,
Redlands, CA 92373
Landlord's Phone No.: ( 949 ) 640-9890 Tenant's Phone No.: ( 909 ) 335-4761
Broker/License No. (If applicable): None (§32,U) Guarantor: None
Exhibits: The following exhibits are attached hereto and made a part hereof:
Exhibit"A" - Legal Description of Shopping Center
Exhibit"B" - Plot Plan for Shopping Center
Exhibit"C" - Construction Exhibit
Exhibit"D" - Sign Criteria
Exhibit"E" - Statement of Tenant RE: Lease
The following addenda are attached hereto and made a part hereof:
None
The Fundamental Lease Provisions are an integral part of this Lease and each reference in this Lease to any of the
Fundamental Lease Provisions shall be construed to incorporate all of the terms provided under each such Fundamental Lease
Provision. In the event of any conflict between any Fundamental Lease Provision and the balance of the Lease, the latter shall control.
References to specific sections are for convenience and designate some of the sections where references to the particular Fundamental
Lease Provision appear.
f14
Tenant's Initials it al s/
TABLE OF CONTENTS
Section Title Page
No.No,
Leased Premises \
2 Initial Construction _ ,
3 Tc,n ---------............. ....... ................._ .....__................. ^
4 Kon�---------------------------------
2
5 6nnoSales and Kocor ;---------_—__—__.—_____.___
6 Real Property Taxes and Assessments 2
7 Personal Property Taxes and Assessments.............. ................................. J
8 Common Areas and Maintenance 6xpcosoo— ......... --.............. — . ,
9 Lhi66os ..........________..................... — ........ .......--................. °
10 Signs, Fixtures, Restrictions RE: Exterior 4
| \ Use of Leased Premises—Assignment and Subletting 4
12 Security Deposit 5
13 Financing...... 5
----------_—_—_______________
14 Leasehold Priority and 3ubo,dinahon .......--............................... 5
\j Conduct of Business 5
16 Subordination of Landlord's Lien 5
17 NoPu,u*nhip— ...... ........................................ ...... ......... o
18 Insurance and fold Harmless__ -------------------- n
19 Repairs, Maintenance and Alterations 7
20 Mechanic's Lien 7
21 Fire and Casualty Domxgc'----- ....................— ........ ..... 8
22 Condemnation 8
23 Default . 8
24 Surrender o[Premises.............................................. ---------- 9
9
25 Fomc &4�oum----------------------_--__~�_
26 Offset 8tatemonts--- ...... .................... ............................................ V
27 Rights Reserved by Landlord 9
28 Restriction on Use . 10
29 Merchants' Association......----- ............... ....................................... |O
30 Utility Rationing 10
31 Competitive ibu— ......................... — ...... ..........---...............--- 10
32 Miscellaneous 10
(ii)
Section I. Leased Premises
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, space within a building, now, or hereafter to be constructed within
that certain real property (the "Shopping Center") morc fully described in Exhibit "A" attached hereto and made a part hereof, which space (the
"Leased Premises")consists of a floor area having an approximate width and depth as set forth in the Fundamental Lease Provisions. The location of
the Leased Premises is outlined in red on the plot plan of'the Shopping Center, which plot plan is marked Exhibit"13", attached hereto and made a
part hereof. It is understood and agreed that prior to the commencement of the term hereof, Landlord may change the location of the Leased
Premises; provided, however, relocation of the Leased Premises shall be subject to Tenant's approval. In the event Tenant does not approve said
relocation, Tenant may cancel this Lease within ten (10) days of Landlord's notification to Tenant of such relocation, in which event any security
deposit or prepaid rent paid by Tenant shall be refunded to Tenant, and neither party shall thereafter have any further obligation to each other
respecting this Lease. During the term of this Lease and any extension thereof, Landlord shall have the right, upon giving Tenant thirty (30) days
notice in writing,to provide and furnish Tenant, at Landlord's expense, with space elsewhere in the Shopping Center,of approximately the same size
as the Premises, and to move and place Tenant in such new space at Landlord's expense. In the event Landlord moves Tenant to such new space,
then this Lease and each and all of the terms, covenants and conditions thereof shall remain in full force and effect and be deemed applicable to such
new space and the parties shall execute an amendment to this Lease reflecting such new premises. Should Tenant refuse to permit Landlord to move
Tenant to such new space (of which any such refusal Tenant shall give Landlord written notice within ten (10) days of the date of the original
notification by Landlord), Landlord shall have the right to cancel and terminate this Lease effective sixty (60) days after the date of the original
notification by Landlord, Tenant further agrees that Landlord may, at any time and from time to time, add additional property and improvements to
the Shopping Center or remove the same therefrom, and that the tenants and uses for the building areas shown on Exhibit"B"(except for the Leased
Premises)are subject to change at any time at Landlord's sole discretion. Tenant further acknowledges that Exhibit"B" hereto sets forth a proposed
general layout of the Shopping Center, and shall not be deemed a representation by Landlord that the Shopping Center, or any part thereof or
improvement thereon, shall be constructed as indicated thereon or that any tenants or occupants designated by name or nature of business thereon
shall conduct business in the Shopping Center during the term of the Lease;and Landlord may, in its sole discretion, increase, decrease or change the
size,shape, number, location, use and dimensions of the buildings, the premises therein,driving lanes, driveways, walkways,parking spaces or other
improvements shown on Exhibit"13".
Section 1. Initial Construction
In the event Landlord is to perform construction with respect to the Leased Premises, the responsibility for the performance of such
construction, the scope, nature and extent thereof and payment therefor, is set forth in Exhibit"C"attached hereto andmade a part hereof. Landlord
shall not be obliged to proceed with the construction of the improvements within which the Leased Premises are located unless and until financing
acceptable to Landlord is obtained by Landlord, Should such financing not he obtained by Landlord, Landlord may so notify Tenant in writing, and
this Lease shall thereupon cease and terminate and each of the parties hereto shall be released and discharged from any further liability hereunder. In
the event Tenant shall fail within any time limits which may be provided herein or in Exhibit"C"hereto to complete any work or perform any other
requirements provided to be performed by Tenant prior to the commencement of the term hereof, or in the event Tenant shall cause a delay in the
completion of any work, Landlord may send Tenant written notice of such default and if such default is not corrected within ten(10)days thereafter,
Landlord may, by written notice prior to the curing of said default, terminate this Lease, In such event, Landlord shall be entitled to retain as
liquidated damages all deposits made hereunder and such improvements as Tenant may have annexed to or installed in the Leased Premises or upon
the building within which the same are located.
Section 3. Term
A, The term of this Lease shall commence on the date that Landlord, or Landlord's agent so authorized in writing by Landlord, tenders
possession of the Leased Premises to Tenant, or notifies Tenant thereof in writing, which date shall be termed the Date of Possession. Within ten
(10) days after the commencement of the term thereof, Tenant shall execute and deliver to Landlord a statement substantially in the form hereto
attached, marked Exhibit "E", indicating thereon any exceptions thereto as may exist at that time. Failure of Tenant to execute and deliver such
statement shall constitute an acceptance of the Leased Premises and an acknowledgment by Tenant that the statements included in Exhibit"E"hereto
attached arc true and correct without exception.
B. "fenant's obligation to pay rent,and all other sums and charges reserved unto Landlord hereunder, shall commence upon the earlier to occur
of the following dates: (a) the Rent Commencement Date set forth in the Fundamental Lease Provisions, or(h) the date on which the Tenant shall
open the Leased Premises for business. Tenant covenants to open the Leased Premises for business to the general public no later than thirty(30)days
from the Rent Commencement Date set forth in the Fundamental Lease Provisiops,
C. The term of this Lease shall be for the number of lease years set forth in the space provided for"Lease Term" in the Fundamental Lease
Provisions. In the event the term hereof has not commenced on or before three (3)years from the date of this Lease, this Lease shall automatically
terminate, The term"lease year"as used herein shall mean a period of twelve(12)consecutive full calendar months. The first lease year shall begin
on the Rent Commencement Date, if the Rent Commencement Date shall occur on the first day of a calendar month; if not, then the first lease year
shall commence upon the first day of the next calendar month following the Rent Commencement Date. Each succeeding lease year shall commence
upon the anniversary date of the first lease year.
Section 4. Rent
A. Fixed Minimum Rent. Tenant shall pay to Landlord at the address of Landlord as set forth in the Fundamental Lease Provisions, or at such
other place as may be designated by Landlord, without prior demand therefor, and without any deduction or offset whatsoever, and as initial fixed
minimum rent(subject to adjustment as set forth in Section 4.0 hereof)the amount set forth and designated as Fixed Minimum Annual Rent in the
Fundamental Lease Provisions,each calendar year, payable monthly, in advance, in the amount as set forth in the Fundamental Lease Provisions as
Fixed Minimum Monthly Rent(subject to adjustment as set forth in Section 4.0 hereof). If the Rent Commencement Date shall occur upon a day
other than the first day of a calendar month, then Tenant shall pay, upon the Rent Commencement Date, a prorata portion of the Fixed Minimum
Monthly Rent described in the foregoing paragraph prorated on a per diem basis with respect to the fractional calendar month preceding the
commencement of the first lease year hereof.
6.inant's Initials I Landlord's Iia1s
B. Percentage Rent,(Deleted)
C. Upon the expiration of twelve(12)calendar months after the Rent Commencement Date of the term hereof, and upon the expiration of each
twelve(12)calendar month period thereafter, the Fixed Minimum Annual Rent shall be adjusted by multiplying the Fixed Minimum Annual Rent as
referenced in the Fundamental Lease Provisions herein by a fraction, which fraction shall have as its numerator the Consumer Price Index for All
Urban Consumers for the metropolitan area closest to the Leased Premises for which such Consumer Price Index(or alternative thereto as hereinafter
provided) is maintained(Base Period 1967= 100),as published by the U.S. Department of Labor, Bureau of Labor Statistics, for the calendar month
which is three months prior to the expiration of the applicable twelve month period, and which such fraction shall have as its denominator said
Consumer Price Index as published for the calendar month which is three months prior to the date of the commencement of the term of this Lease. If
the present base of said Index should hereafter be changed, then the new base shall he converted to the base now used. In the event that said Bureau
should cease to publish said Index figure,then any similar index published by any other branch or department of the U. S.Government shall be used.
In the event said Bureau shall publish more than one such index, then the index showing the greater proportionate increase shall be used,and if none
is so published, then another index generally recognized as authoritative shall be substituted by agreement of the parties hereto, or if no such
agreement is reached within a reasonable time, either party may make application to any court of competent jurisdiction to designate such other
index, In any event, the base used by any new index shall be reconciled to the 1967= 100 base index. In no event shall the fixed minimum rent be
less than the Fixed Minimum Annual Rent set forth in the Fundamental Lease Provisions, or the fixed minimum rent as adjusted with respect to the
next preceding twelve (12) month period, whichever is the greater. In the event the numerator of said fraction is not available at the time of
adjustment of the Fixed Minimum Annual Rent as provided herein.Tenant shall continue to pay the Fixed Minimum Annual Rent established for the
next prior twelve(12)month period, provided, however,Tenant shall promptly pay to Landlord any deficiency at such time as said Fixed Minimum
Annual Rent is adjusted. In any event,the Fixed Minimum Monthly Rent shall be one-twelfth(1/12)of the Fixed Minimum Annual Rent hereunder,
as adjusted.
D. Tax on Rental, Tenant shall further pay to Landlord,within five(5)days of billing thereof,any and all excise,privilege, rent, in lieu of,ad
valorem, and other tax levied or assessed by any governmental authority upon or measured by any rent or other sums payable by Tenant to, or on
behalf of, Landlord, pursuant to the terms of this Lease or by reason of the tenancy created by this Lease. Any such tax shall be paid by Tenant
whether or not it comprises a portion of any real property tax or taxes or real property tax hills,and any such tax shall include,without limitation,any
new tax of a nature not presently in effect but which may be hereafter levied,assessed or imposed upon the Landlord,or the Leased Premises, if such
new tax shall be based on or arise out of the ownership, use, or operation of the Leased Premises, or any portion thereof or right thereto. Nothing
contained herein shall he construed to require Tenant to pay any estate,gift, inheritance or net income tax of Landlord.
E. late Charges. Tenant hereby acknowledges that late payment by Tenant to Landlord of the Fixed Minimum Monthly Rent or any other
sums due hereunder from Tenant will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may he imposed upon
Landlord by the terms of any mortgage or trust deed covering the Leased Premises, Accordingly, if any installment of Fixed Minimum Rent or any
other sum due from Tenant hereunder shall not be received by Landlord or Landlord's designee by the fifth (5th) day of the month for which such
installment is due, then said amount shall be deemed past due,and Tenant shall pay to Landlord a late charge equal to ten percent(10%)of the entire
past due amount, plus any attorneysfees incurred by Landlord by reason of Tenant's failure to pay such Fixed Minimum Monthly Rent or other
charges when due hereunder. Landlord and Tenant hereby agree that such late charge represents a fair and reasonable estimate of the cost that
Landlord will incur by reason of any such late payment by Tenant. Acceptance of any 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. Landlord, at its option, may deduct any such amount so unpaid, together with such late charge, from any security deposit held by
Landlord pursuant to the terms of Section I2.A hereof and, in such event, Tenant shall forthwith deposit a like amount as that so deducted with
Landlord in accordance with the terms of Section I2.B hereof
F. It is the intention of the Landlord and Tenant that the fixed minimum rent, and other sums and charges provided herein shall be absolutely
net to Landlord, and Tenant shall pay all costs, charges, obligations, assessments, and expenses of every kind and nature against, or relating to, the
Leased Premises or the use,occupancy, area, possession, leasing, operation,management, maintenance or repair thereof, which may arise or become
due during the term hereof,or which may pertain to this transaction, whether or not now customary or within the contemplation of the parties hereto,
and which, except for the execution and delivery of this Lease,would have been payable by Landlord. Nothing contained herein shall be construed
to require Tenant to pay any interest or principal payments on, or expenses in connection with, any mortgage or other encumbrance placed by
Landlord on the Leased Premises,or any part thereof.
Section 5. Gross Sales and Records (Deleted)
Section 6. Real Property Taxes and Assessment
A. Re:Leased Pretnises. In addition to the rent and other sums due heretinder,Tenant shall pay and discharge, not later than fifteen(15)days
subsequent to billing therefor and before any penalties or interest shall accrue thereon, all taxes, assessments (general and special) and other
impositions or charges(together with any tax previously included within the definition of a real property tax, or any replacement thereof)which may
be taxed,charged, levied, assessed or imposed upon all or any portion of,or in relation to,the Leased Premises, the land thereunder,the building and
improvements within which the same are located, and the appurtenances or use thereof, or upon any leasehold estate in the Leased Premises, or
measured by the rent from the Leased Premises; provided, however, that in the year in which the term hereof shall commence and in the year in
which it shall expire,such taxes, assessments, impositions and other charges shall be prorated between Landlord and Tenant. If the Leased Premises
are not separately assessed, then the taxes, assessments and other charges shall be apportioned according to the floor area in the Leased Premises in
relation to total floor area of all buildings including, without limitation, the building within which the Leased Premises are located, excluding
mezzanines, included in the specific land arca encompassed by, or included within, the assessment. Landlord shall have the right to collect and
impound such taxes, assessments, impositions and charges and in such event Tenant shall pay the same on a monthly or quarterly basis, in advance,
for Tenant's account based upon Landlord's estimate of the amount thereof next due, and Tenant shall pay to Landlord such tax impounds upon the
basis and at the times hereinbefore described for the payment of rent. If the foregoing method of impounds is elected by Landlord, at the end of each
calendar year (or fiscal year elected by Landlord), the actual taxes, assessments and other charges shall be reported by Landlord to Tenant. If
Tenant's share of the actual taxes, assessments and other charges for any such year exceeds the amount paid by Tenant to Landlord, Tenant shall
promptly reimburse Landlord for the amount of excess; provided, however, if Tenant's share for any such year is less than said amount, Landlord
shall promptly refund the difference to Tenant, without liability for interest therefor. At the end of each such year the monthly payments to be made
by Tenant shall he adjusted so that the monthly payments for the next year will be equal to an amount reasonably estimated by Landlord to be one-
twelfth (1/12) of Tenant's annual share of such taxes, assessments and other charges, as aforesaid. Landlord shall not be required to segregate
amounts so impounded from impounds of its other lessees in the Shopping Center, nor shall Landlord be required to pay any interest on such
impounds. Tenant hereby agrees to protect and hold harmless Landlord and the Leased Premises from all liability for Tenant's share of any and all
such taxes, assessments and charges together with any interest,penalties,or other charges hereby imposed,and from any sale or other proceedings to
enforce payment thereof.
7---- --
.7"..--
(, --
Th
...--
d ,
'
7enant's Initials 2 Landlord's I tials.
B. Re: Common Area. Tenant shall further reimburse Landlord for Tenant's share of all taxes, assessments (general and special) and other
impositions or charges which may be taxed, charged, levied, assessed or imposed on all or any portion of or in relation to the Common Areas (as
defined in Section 8 of this Lease) or any parking spaces or parking lot thereon; provided, however, that in the year that this term shall commence
and in the year in which it shall expire.Tenant's share of such taxes, assessments and other charges shall be prorated between Landlord and Tenant.
As used in this paragraph, "Tenant's share", shall mean the fraction in which the numerator is the number of square feet in the Leased Premises and
the denominator is the total square feet in all leasable buildings including, without limitation, the building within which the Leased Premises are
located, excluding mezzanines, in the Shopping Center, excluding therefrom, however, any portion of the Shopping Center not owned or leased by
Landlord unless the same is to be included nevertheless in the denominator of such fraction by virtue of any written instrument duly approved and
executed by Landlord, Said share shall he determined as of the amount of leasable square feet at the assessment date for each tax year of the term
hereof, as determined by Landlord. In the event the Common Areas are not separately assessed from other areas of the Shopping Center, Landlord
shall allocate such taxes, assessments and other charges between the land and improvements constituting the Common Areas and all other land and
improvements within the area so assessed. Tenant further agrees, upon request of Landlord, to pay Tenant's share of such taxes, assessments,
impositions and other charges in installments by means of an impound system as more fully set forth in Section 6.A above.
Section 7. Personal Property Taxes and Assessments
During the term hereof, Tenant shall cause all taxes, assessments and other charges levied upon or against any fixtures or personal property
situated in,on or about the Leased Premises to be levied and assessed separately from the Leased Premises and to be paid before the same becomes a
lien upon said Leased Premises; provided, however, if for any reason any of such taxes, assessments or other charges shall not be so separately
assessed, Tenant shall nevertheless pay the same as set forth herein, or reimburse Landlord therefor, all within ten (10) days of receipt of billing
thereof.
Section 8, Common Areas and Maintenance Expenses
A. Landlord hereby grants to Tenant a non-exclusive license during the term of this Lease to use the designated parking areas in the Shopping
Center for the use of parking passenger motor vehicles incident to,and in connection with,Tenant's business upon the Leased Premises,subject to the
rights reserved to Landlord as hereinafter contained. Landlord reserves the right at any time and from time to time to grant similar non-exclusive use
to other tenants and invitees; to promulgate and enforce rules and regulations relating to the use of the Common Areas, including the parking areas,
or any part thereof, including restrictions on parking by tenants and employees of tenants and any concessionaires of tenants (including the right to
require such tenants and employees of tenants to park outside of the Shopping Center)to the end that parking will be adequate for customers of stores
in the Shopping Center; to designate specific spaces for the use of any tenant or the customers, patrons and supplierNhereof; to make changes in
parking or Common Area layout from time to time; to add additional property to the Common Areas; to withdraw property from Common Area use;
to establish reasonable time limits upon customer parking; to close all or any portion of such Common Areas to such an extent as may, in the opinion
of Landlord, be legally sufficient to prevent a dedication thereof or accrual of any right to any person or the public therein; to close, temporarily, all
or any portion of the parking areas or Common Areas, and to do and perform any other acts in and to said areas and improvements as Landlord
determines to be advisable. Tenant agrees to abide by and conform with such rules and regulations; to cause its concessionaires, and its and their
employees and agents, so to abide and conform; and to use its best efforts to cause its customers, invitees and licensees so to abide and conform.
Landlord and Tenant acknowledge that the provisions hereof respecting the establishment and maintenance of Common Areas may be rendered
inoperative by superseding governmental laws, rules, or regulations restricting use of the Common Areas and agree that in such event, compliance
therewith by Landlord shall not constitute a default under this Lease.
B. Landlord shall have general possession and control of the Common Areas, Landlord shall,except as otherwise provided herein, operate the
Common Areas during the term hereof, The manner in which the Common Areas shall be operated and the expenditures therefor shall be in
Landlord's sole discretion. Landlord reserves the right to designate a substitute operator, including but not limited to, any tenant in the Shopping
Center, to carry out any or all of Landlord's rights and duties with respect to the Common Areas as provided in this Lease. Landlord shall not he
liable for any inconveniences or interruption of business or other consequences resulting from the making of repairs, replacements, improvements,
alterations, or additions, or from the doing of any other work, by or at the direction of the Landlord, or Landlord's delegatee, to or upon any such
Common Areas, Tenant shall pay to Landlord, in addition to the rent heretofore specified,as further and additional rent,a proportion of the operating
costs of the Common Areas based upon the ratio of square feet of floor area in the Leased Premises to the total square feet of floor area, excluding
mezzanines, of all leasable buildings, including, without limitation, the building within which the Leased Premises are located, in the Shopping
Center. Said amount shall be determined by the amount of leasable square feet, as of the first day of each calendar year of the term hereof, as
determined by Landlord. For the purposes of this paragraph, the "operating costs" shall mean the total costs and expenses incurred in operating,
insuring, maintaining and repairing the Common Areas, including, without limitation, gardening and landscaping, costs of public liability and
property damage insurance, cleaning, sweeping, replacements, repairs, line painting, lighting, sanitary control, removal of snow, ice, trash, rubbish,
garbage, and other refuse, costs of any public address, loudspeaker or music system, depreciation of machinery and equipment used in such
maintenance, reasonable reserves for anticipated expenditures, the cost of perso`nnel to implement such services, to direct parking, and to police the
Common Areas, any parking charges or other costs levied,assessed,or imposed by,or at the direction of,or resulting from, statutes or regulations,or
interpretations thereof, promulgated by any governmental authority in connection with the use or occupancy of the Leased Premises or the Common
Areas, or any portion thereof, servicing the Leased Premises, and in addition thereto, an administrative and overhead expense in an amount equal to
fifteen percent (15%) of all of the foregoing costs, "Common Areas" shall mean all areas, space, equipment, and services now, or at any time
hereafter,provided or designated by Landlord for parking and ingress and egress,and/or for the common and joint use and benefit of the occupants of
the Shopping Center, including, without limitation, parking area, access roads, driveways, retaining walls, landscaped areas, truck service-ways,
loading docks, pedestrian malls,courts, stairs,ramps,sidewalks and restrooms,
C. Tenant shall pay Landlord each month(or,at the option of Landlord,each quarter)of the term hereof, in advance,a sum equal to an amount
estimated by Landlord,and of which Tenant has been given notice, to be one twelfth(1/12) [or one quarter(1/4), if said sum is required by Landlord
to be paid on a quarterly basis] of Tenant's annual proportion of the operating costs of the Common Areas. At the end of each calendar year the
actual costs shall be reported by Landlord to Tenant. If Tenant's share of the actual costs for any calendar year exceeds the amount paid by Tenant to
Landlord,Tenant shall promptly reimburse Landlord for the amount of excess; provided, however, if Tenant's share for any calendar year is less than
said amount, Landlord shall promptly refund the difference to Tenant, without liability for interest therefor. At the end of each calendar year, the
monthly payment to be made by Tenant shall be adjusted so that said monthly payment for the next calendar year will be equal to an amount
reasonably estimated by Landlord to be one twelfth (1/12) of Tenant's annual proportion of the operating costs of the Common Areas as aforesaid;
provided,however, if Landlord has elected to have such payments made on a quarterly basis, said quarterly amount shall be adjusted to be an amount
reasonably estimated by Landlord to he one quarter(1/4) of Tenant's said annual proportion of operating costs of the Common Areas, as aforesaid.
Tenant further agrees that, in addition to the foregoing and in the event Tenant requests, and Landlord consents to and does provide lighting of the
Common Areas, or any portion thereof, beyond the normal or customary business hours of the Shopping Center, Tenant shall pay to Landlord, as
further and additional rent,all costs incurred by Landlord with respect thereto.
I enant s Initials 3 Landlord's 1 'tials
Section 9. Utilities
A. Tenant shall pay or cause to be paid,prior to delinquency,all charges for water,gas,sewer,electricity,light,heat,air conditioning,power,
telephone or other service used, rendered or supplied in connection with the Leased Premises, together with any assessments or surcharges with
respect thereto, and shall contract for the same in Tenants own name, and shall protect Landlord and the Leased Premises from any such charges.
Tenant shall pay Landlord for any utilities or services furnished by Landlord,but Landlord shall not be obligated to furnish any utilities or services,
nor does Landlord make any warranty or representation as to the quantity,quality,availability,amount or duration of any such utilities or services.
In the event any such utilities are provided by Landlord by a common meter, Tenant shall pay to Landlord upon demand Tenants prorata share
thereof,which share shall be apportioned according to the number of square feet of floor area in the Leased Premises to the total floor area of the
units or buildings which are so served by said common meter.
B. Tenant acknowledges that the Leased Premises may become subject to the rationing of utility services, or restrictions on use.
Notwithstanding any such rationing or restrictions on use of any such utility services, Tenant acknowledges and agrees that its tenancy and
occupancy hereunder shall be subject to such rationing restrictions as are now or which may be imposed upon Landlord,Tenant,the Leased Premises
or the Shopping Center,and Tenant shall in no event be excused or relieved from any covenant or obligation to be kept or performed by Tenant by
reasoning of any such rationing or restrictions. Tenant further agrees to pay and discharge,prior to delinquency,any amount,tax,charge,surcharge,
assessment, or imposition levied, assessed or imposed upon the Leased Premises, or Tenant's use and occupancy thereof, or the utility services
therein,or the delivery or use thereof,or as a result,whether directly or indirectly,of any such rationing or restrictions.
Section 10. Signs,Fixtures,Restrictions Re:Exterior
A. All fixtures installed by Tenant shall be new or completely reconditioned. Tenant shall not make or cause to be made any alterations,
additions or improvements to the building within which the Leased Premises are located,without the prior written consent of Landlord. Tenant shall
present to Landlord plans and specifications for such work at the time approval is sought.Tenant shall not enter upon or make any use of the roof,or
install or cause to be installed,or used,any exterior signs,floor covering,exterior lighting,plumbing fixtures,shades or awnings,radio or television
antennae, loud speakers,sound amplifiers or similar devices, or install or use any advertising medium that may be heard or seen outside the Leased
Premises,or make any changes to the store front or exterior of said building.
B. Unless expressly permitted by,and set forth on,Exhibit"D"hereto,Tenant will not place or suffer or permit to be placed or maintained on
any exterior door, roof,wall or window of that portion of the building within which the Leased Premises are locate&or any other portion of the
Shopping Center,any sign,awning or canopy or advertising matter or other thing of any kind,and will not place or maintain or suffer or permit to be
placed or maintained any decoration, lettering or advertising matter on the glass of any window or door of that portion of the building in which the
Leased Premises are located,or any other portion of the Shopping Center. In no event shall any:(a)neon,flashing or moving sign(s),or(b)sign(s)
which shall interfere with the visibility of any sign,awning,canopy, advertising matter,or decoration of any kind of any other business or occupant
of the Shopping Center of which the Leased Premises are a part be permitted. Tenant further agrees to maintain any such sign, awning, canopy,
decoration,lettering,advertising matter or other thing as may be permitted by,and set forth on,Exhibit"D"hereto,in good condition and repair at all
times. Tenant shall not place or suffer to be placed any merchandise, equipment or other items outside the building within which the Leased
Premises are located. Landlord,without liability therefor,at Tenant's cost,may remove,without notice,any item placed,constructed,or maintained,
upon or outside of any roof,wall or window of the building within which the Leased Premises are located that does not comply with the provisions of
this paragraph.
Section 11. Use of Leased Premises-Assignment and Subletting
A. Tenant shall use the Leased Premises only for the purpose or purposes expressly set forth in the Fundamental Lease Provisions and for no
other purpose. The Leased Premises shall be used under the trade name set forth in the Fundamental Lease Provisions and no other. Tenant
understands and agrees that neither the enumeration in Section 28.A hereof,or the deletion from said Section 28.A of various specific purposes for
which the Leased Premises cannot be used or occupied does not,directly or by implication,permit the use or occupancy of the Leased Premises for
any purpose other than as specifically provided in the Fundamental Lease Provisions,and Tenant acknowledges and agrees that Tenant shall use the
store space leased and demised hereby only as expressly set forth in and permitted by the Fundamental Lease Provisions of this Lease; provided,
however, in the vent of a conflict between the terms of said Section 28.A and the permitted use of the Leased Premises as set forth in the
Fundamental Lease Provisions,the terms of said Section 28.A shall prevail.
B. Tenant shall not sublet or assign this Lease, whether in whole or in part,or any interest therein,without first obtaining Landlord's written
consent,which said consent shall not be unreasonably withheld. In the event Landlord's withholding of consent is found to be unreasonable by any
court of competent jurisdiction,Tenant's sole remedy shall be to have the propesed assignment or subletting declared valid as if Landlord's consent
had been given. Notwithstanding any such subletting or assignment,Tenant shall remain fully and primarily liable for the payment of all rental and
other sums due,or to become due,hereunder,and for the full performance of all other terms,conditions and covenants to be kept and performed by
Tenant. The acceptance of rent or any other sum due hereunder,or the acceptance of performance of any other term,covenant,or condition hereof,
from any other person or entity shall not be deemed to be a waiver of any of the provisions of this Lease or a consent to any subletting or assignment
of the Leased Premises. Each subtenant or assignee acquiring this Lease by acceptance of any sublease, assignment or transfer by operation of law
shall ipso facto assume,be bound by,and be obligated to perform the terms and conditions of its sublessor or assignor under this Lease. This Lease
shall not,nor shall any interest therein,be assignable as to Tenant's interest by operation of law,assignment for the benefit of creditors,voluntary or
involuntary bankruptcy or reorganization, or otherwise,without the prior written consent of Landlord. If Tenant is a corporation,and if at any time
during the term of this Lease, any part or all of the corporate shares of Tenant shall be transferred by sale, assignment, operation of law or other
disposition(except where shares are transferred on death by bequest or inheritance)so as to result in a change in the present effective voting control
of Tenant by the person owning a majority of said corporate shares on the date of this Lease,Tenant shall promptly notify Landlord in writing of
such change, and such change shall, if not previously consented to in writing by Landlord, which consent shall not be unreasonably withheld,be
deemed an assignment without consent of Landlord in violation of the first paragraph of this Section I I.B. Any assignment or sublease in violation
of this Lease shall,at the option of the Landlord,be voidable. Tenant further agrees to reimburse Landlord for all reasonable expenses incurred with
respect to any such assignment or subletting,such expense in no event to be less than two hundred and 00/100 dollars($200.00).
1111001111 M1111111/
.dip . . / :e 1
/
1e
e ,nt a muds 4 La ' or,s 1 7 a s
Section 12. Security Deposit (Waived)
Section 13. Financing
It is mutually understood and acknowledged that Landlord may, from time to time, finance the construction of, and/or improvements within the
Shopping Center, and that a mortgage company, or companies may condition such financing upon its approval of this Lease, and, in order to receive
such approval, this Lease may have to be amended or modified. Provided that the term hereof,and the location of the Leased Premises, shall not be
altered nor Tenant's obligation to pay: (1)rent,or(2) its share of taxes, insurance and Common Area proration charges be increased thereby,Tenant
agrees that it shall consent to and execute any such amendment or modification of this Lease as may be requested by said mortgage company or
companies within seven (7) days of Landlord's request therefore. In the event Tenant fails to consent to any such amendment or modification,
Landlord,at its option, may cancel and terminate this Lease upon written notice to Tenant,without further liability to either party hereto.
Section 14. Leasehold Priority and Subordination
Tenant agrees, that upon written request of Landlord, Tenant will execute, acknowledge and deliver any and all instruments requested by
Landlord to effect the subordination of this Lease to any mortgage or deed of trust. Should the Leased Premises be acquired by any person or entity
in connection with any proceeding under the terms of any such mortgage or deed of trust, this Lease shall, at the option of such person, continue in
full force and effect for so long as Tenant is not in default hereunder,and Tenant hereby attorns and agrees to attorn to such person.
Section 15. Conduct of Business
A. During all usual business hours,and on all such days as comparable businesses of like nature in the area are open for business,Tenant shall
occupy, use and operate the entire Leased Premises for the purposes specified herein. This requirement shall not apply during times when the Leased
Premises are untenantable by reason of fire or other casualty, strikes, acts of God, action of governmental authority or other matters beyond the
control of Tenant, financial inability excepted; provided,however,Tenant shall continue operation of its business to the extent reasonably practicable
from the standpoint of good business during any period of reconstruction or repair. In general, Tenant shall operate the business conducted by it on
the Leased Premises in a manner calculated to produce the maximum profitable and practical volume of sales and transactions obtainable and to
enhance the reputation and attractiveness of the Leased Premises.
13. Tenant shall promptly comply with all laws,ordinances,orders and regulations affecting the Leased Premises and the building in which the
same are situated, and their cleanliness, safety, occupation and use. Tenant shall not do or permit anything to he)tione in or about the Leased
Premises, or bring or keep anything in the Leased Premises that will in any way increase the rate of fire insurance upon the Leased Premises or the
building in which the Leased Premises are situated or on any other building in the Shopping Center. Tenant shall not perform any acts or carry on
any practices that may injure adjoining buildings or be a nuisance or menace to other persons or businesses in the area or disturb the quiet enjoyment
of any person. Tenant shall not conduct, or with knowledge, permit to he conducted, any public or private nuisance on the Leased Premises or the
Shopping Center within which the same is located, nor commit, or with knowledge,permit to be committed, any waste upon the Leased Premises or
the Shopping Center within which the same is located. It is further agreed between Landlord and Tenant,that Tenant will protect, indemnify, defend
and save and keep Landlord, its agents, servants, employees, and/or its successors or assigns forever harmless and indemnified from and against any
and all liability,penalties,damages,costs,expenses and attorneys' fees arising out of or by reason of:(a)any accident or other occurrence on or about
the Leased Premises causing injury to any person or property whomsoever or whatsoever and Tenant will protect, indemnify and save and keep
harmless Landlord against and from any and all claim, loss, damage or expense arising out of any failure of Tenant in any respect to comply with the
performance of all of the requirements and provisions of this Lease, or (h) Tenant's failure to prevent any employee, or any other person, from
entering upon,or remaining in,any employment or place of employment upon the Leased Premises which is not safe,or which does not comply with
the terms of the Occupational Safety and Health Act of 1970 (29 USC Section 651, et seq.) and all other applicable laws pertaining thereto as they
may now or hereafter exist and apply to the Leased Premises.
C. At all times Tenant shall keep the Leased Premises and the interior of the building and improvements within which the same is located,the
walkways adjacent to the Leased Premises, and any loading platforms and service areas allocated for the use of Tenant, whether or not such use be
exclusive,clean and free from rubbish,dirt,snow and ice.
D. Tenant agrees, on behalf of its employees and agents, not to solicit business on any walkway or sidewalk within the Shopping Center or in
any Common Arca or parking or other common area. Such solicitation shall include, without limitation,distribution of handbills or other advertising
media to or in automobiles in the Common Areas, or parking area or other common areas, the use of pickets in such areas, the use of loud speaker
systems which are audible outside of the Leased Premises in such areas, and the displaying of any of Tenant's merchandise or the posting of any signs
not expressly authorized hereunder in such areas. Delivery, and commercial, vehicles of Tenant, or serving the Leased Premises, shall he parked
outside of the Shopping Center except during periods of loading and unloading thereof.
Section 16. Subordination of Landlord's Lien
Landlord, within a reasonable time after demand from Tenant, shall execute and deliver any document, required by any bonafide supplier,
lessor,or lender, in connection with the installation in the Leased Premises of Tenant's personal property or Tenant's trade fixtures pursuant to,which
Landlord subordinates to the Lien of such supplier, lessor, or lender any rights it may have or acquire with respect to that property, if the said
supplier, lessor, or lender agrees in writing that for so long as it possesses any interest therein or claim thereto, it will remove that property from the
Leased Premises within fifteen (15) days of the expiration, or earlier termination, of the term of this Lease, and that in any such event, it will make,
forthwith, all repairs and restoration to the Leased Premises that are necessitated by removal of such fixtures and property. The form and content of
any such document shall he subject to the approval of landlord, such approval not to be unreasonably withheld for so long as the foregoing
provisions are contained therein. Tenant conveys and grants unto Landlord a lien, secured by all of said personal property and trade fixtures at any
time in or upon the Leased Premises, not inconsistent with the foregoing provisions in this Section 16, and Tenant shall execute and deliver unto
landlord,upon request, such instruments and documents as are requested by Landlord to secure unto Landlord, Landlord's security interest therein.
Upon the expiration of the term hereof, and provided Tenant is not in default hereunder, Landlord shall, upon request, execute such release of said
lien as may be requested by Tenant. In the event of any default hereunder,Landlord may, in addition to all other rights of Landlord hereunder, and at
law or equity,proceed to foreclose upon such lien,and to otherwise levy upon the same,
"
„..,„.
. . ,
Te nt's initials 5 Landlord's I:.als
- , -
Section 17. No Partnership
Notwithstanding any other express or implied provision of this Lease,Landlord shall not, in any way or for any purpose,become or be deemed
to be a partner of Tenant, in its business or otherwise,or a joint venturer,or a member of any joint enterprise with Tenant.
Section 18. Insurance and Hold Harmless
A. (i) Fire Insurance. During the term hereof, Landlord shall keep the buildings and improvements within which the Leased Premises are
located, insured against loss or damage by fire, with extended coverage and vandalism and malicious mischief endorsement or their equivalents,
together with such other insurance as Landlord may deem reasonably applicable or necessary, in such insurance companies as Landlord shall select
and in amounts not less than eighty percent (80%) of the replacement cost of the building and structures insured, with loss payable thereunder to
Landlord and to any authorized encumbrancer of Landlord(with standard mortgagee loss payable clause)in accordance with their respective interests
Landlord may,at its option, maintain rent insurance for the benefit of Landlord equal to at least one(1)year's rent hereunder. Tenant shall reimburse
Landlord, within fifteen (15) days of date of billing therefor, for Tenant's share of the insurance carried hereunder. As used in this Section I 8,A,
"Tenant's share" shall mean the fraction in which the numerator is the number of square feet of floor area in the Leased Premises and the denominator
is the total square feet of Boor area, excluding mezzanines, in all leasable buildings, which are evidenced by, or included within, the policy or
policies of insurance referenced herein,which include the Leased Premises. Tenant shall further pay to Landlord the entire amount of the increase, if
any, in insurance rates which is caused in whole or in part by Tenant's use of the Leased Premises over the lowest rate obtainable by Landlord within
the Shopping Center. If the Lease is terminated as a result of damage by fire or casualty as set forth in Section 21 hereof, all insurance proceeds shall
be paid to and retained by Landlord, subject to the rights of any authorized encumbrancer of Landlord. Landlord shall have the right to collect and
impound the estimated amount of Tenant's share of the insurance maintained pursuant hereto and, in such event, Tenant shall pay the same on a
monthly basis, in advance, for Tenant's account based upon Landlord's reasonable estimate of the monthly amount of Tenant's share thereof and
Tenant shall pay to Landlord such impounds upon the basis and at the times hereinabove described for the payment of rent. Landlord shall not be
required to separate amounts so impounded from impounds of its other tenants in the Shopping Center, nor shall Landlord be required to pay any
interest on such impounds. If the foregoing method of impounds is elected by Landlord, at the end of each calendar year(or fiscal year elected by
Landlord)the actual costs shall he reported by Landlord to Tenant. If Tenant's share of the actual costs for any such year exceeds the amount paid by
Tenant to Landlord,Tenant shall promptly reimburse Landlord for the amount of excess; provided, however, if Tenant's share for any such year is
less than said amount, Landlord shall promptly refund the difference to Tenant,without liability for interest therefore. At the end of each such year,
the monthly payment to be made by Tenant shall be adjusted so that the monthly payments for the next year will be equal to an amount reasonably
estimated by Landlord to he one-twelfth(1/12)of Tenant's annual share of such insurance,as aforesaid.
(ii) Tenant shall at all times maintain fire insurance with all-risk coverage in the name of Landlord and Tenant, inn amount adequate to cover
the cost of replacement of all alterations, decorations, additions or improvements made to the Leased Premises, the same to contain a loss payable
clause in favor of Landlord and Tenant as their interests may appear.
B. 1,iability Insurance. Tenant shall, at its cost and expense,at all times during the term of this Lease,maintain and carry for the joint benefit,
and in the names, of Tenant and landlord, as co-insureds, with cross liability endorsement, property damage and personal liability insurance by the
terms of which Tenant and Landlord shall be indemnified against liability for damage or injury to property or person (including death)occurring on
the Leased Premises, or any part thereof, or arising from the use or occupancy thereof, or arising directly or indirectly from any act or omission of
Tenant, its employees, agents, representatives, assigns or licensees. Such insurance policy or policies shall name Landlord, and others designated by
Landlord as having an insurable interest in the Leased Premises, as insured(s) and shall he carried and maintained on the minimum basis of one
million and 00/100 dollars ($1,000,000.00) combined single limit for bodily injury (including death) and property damage, and Tenant shall deliver
to Landlord the certificate of each insurance carrier as to each such insurance policy prior to commencement of the term hereof, and thereafter at least
thirty(30)days prior to the expiration of any such policy. In the event the terms of this Lease shall permit the sale of alcoholic beverages from or on
the Leased Premises, such insurance as carried by Tenant hereunder shall include dram shop liability insurance. The limits of all such insurance
carried by Tenant hereunder shall he increased at Landlord's option, upon the expiration of twenty-four (24) calendar months after the
commencement of the terms hereof, and upon the expiration of each twenty-four(24) calendar month period thereafter, in proportion to the increase
in the Consumer Price Index as is set forth in Section 4.0 hereof with respect to adjustment of the fixed minimum rent. In the event Tenant fails at
any time during the term of this Lease to obtain the insurance required to be carried by Tenant hereunder or to provide Landlord such evidence
thereof, Landlord may, but shall not be required, in addition to all other rights and remedies of Landlord hereof, procure such insurance, in which
event Tenant shall pay to Landlord,upon demand, the cost and expense thereof, together with interest thereon at the maximum rate permitted by law.
All insurance required of Tenant shall he issued as a primary policy by an insurance company authorized to do business in the State in which the
Leased Premises arc located with a Best's minimum policyholder rating of"A" status or better and a Best's financial category minimum rating of
Class XI status or better as rated in the most recent edition of Best's Insurance Reports,or as otherwise approved by Landlord in the event such rating
system shall he modified or discontinued.
C. Notice. Each insurance policy shall contain a clause that it cannot be,canceled or reduced in scope without thirty (30)days' prior written
notice to Landlord and to any mortgagee or trust deed holder of the interest of Landlord hereunder of whom the insurer has been notified in writing.
D. Hold I-lanoless and Waiver of Claims. Tenant covenants and agrees that neither Landlord nor its agents, servants or employees shall at any
time or to any extent whatsoever be liable,responsible or in any way accountable for, any loss, injury,death or damage to persons or property which
at any time may be suffered or sustained by Tenant or by any person or persons whomsoever may at any time be using or occupying or visiting the
Leased Premises or be in, on or about the same, or the sidewalks or land adjacent thereto, or who may he injured as a result of any act, omission or
negligence of Tenant or of any occupant,subtenant,assignee,employee,agent,visitor, invitee,or user of any portion of the Leased Premises, or from
the use or occupancy of the Leased Premises, or arising from any breach or default of Tenant hereunder, and Tenant shall and herewith does forever
indemnify, defend, hold and save Landlord, its agents, servants and employees, free and harmless of, from and against any and all claims, liability,
loss, costs,expenses, or damage whatsoever, including, but not by way of limitation, attorneys'fees,on account of any loss, injury,death, or damage
occurring on, in or about the Leased Premises, or arising from the use or occupancy of the Leased Premises or the violation of any law, rule,
ordinance or regulation thereon, or arising out of or by reason of Tenant's failure to prevent any employee, sublessee or subtenant, or any other
person from entering upon, or remaining in, any employment or place of employment upon the Leased Premises which is not safe, as is more fully
provided under the terms of Section 6402 of the labor Code of the State of California and other applicable laws pertaining thereto as they may now
or hereafter exist. All property belonging to Tenant or any other person or entity on the Leased Premises shall be there at the risk of Tenant or such
other person or entity only,and Landlord shall not be liable for damage thereto or theft or misappropriation thereof.
__
,
)
Pricut s Initials 6 b
Landlord's initials
E. Waiver of Subrogation. Tenant agrees that Tenant shall not make any claim against, or seek to recover from, Landlord or its agents,
servants or employees, for any loss or damage to Tenant, or to any person or property, including without limitation the property of others under the
control of Tenant, and Tenant shall give notice to any insurance carrier of the foregoing waiver of subrogation,and obtain from such carrier a waiver
of right to recovery against Landlord, its agents and employees. In furtherance of the foregoing, Tenant agrees that in the event of a sale of the
Leased Premises by Landlord, the hereinabove waiver of subrogation shall continue in favor of the original Landlord hereunder, and any subsequent
landlord,as well as be in favor of any such purchaser, and their respective successors and assigns.
Section 19. Repairs,Maintenance and Alterations
A. Subject to the terms of subparagraph (C) hereof, Tenant shall at its cost and expense, repair and maintain the building, building service
equipment (including, without limitation, all heating, electrical and air conditioning equipment, plumbing, pipes, wiring, conduit and sprinkler
systems, if any), plate glass, show windows, show cases and all other Unprovements comprising a part of the Leased Premises, or within which the
Leased Premises are contained, in good, neat, clean and sanitary condition and repair at all times, free from waste or debris, and Tenant shall
promptly make all replacements, repairs and alterations thereto, whether interior or exterior, structural or non-structural, and ordinary or
extraordinary, except such as may he required by reason of condemnation or damage by fire or casualty,Tenant shall repair at its cost, all damage to
the Leased Premises and the building within which the same are located, caused by any criminal or negligent act or act of vandalism or malicious
mischief, except to the extent insurance proceeds are received by Landlord in compensation therefor. Except as specifically provided in Section 22
(Condemnation), Section 21 (Fire and Casualty Damage), Landlord shall not he obligated to repair, replace, maintain or alter the Leased Premises or
the buildings or improvements within which the same are located, and Tenant waives all laws in contravention thereof. With regard to repairs,
Tenant expressly waives any right pursuant to any law now existing, or which may be effective during the term hereof, to make repairs at Landlord's
expense, including, without limitation, should the Shopping Center be located in the State of California,the provisions of Sections 1932(2), 1933(4),
1941 and 1942 of the California Civil Code,and any provisions amendatory thereof or supplemental thereto. Tenant shall, at Tenant's expense, make
all alterations, repairs, additions and changes, in or to the Leased Premises, and the building or improvements within which the same are contained,
required by law or governmental regulation or rule. Tenant shall not place any rubbish or other matter outside any building within the Shopping
Center, except in such containers as arc authorized from time to time by Landlord. Tenant shall promptly sweep and clean the sidewalk adjacent to
the Leased Premises,as needed.
Tenant shall not have the right to make any addition, alteration, change or improvement to the Leased Premises unless Landlord, in its
discretion, has approved the same in advance and in writing. No addition, alteration, change or improvement shall be made which will weaken the
structural strength, lessen the value of, or change the architectural appearance of any building or other construction. All alterations, additions, and
improvements made or installed by Tenant to or upon the Leased Premises and the building within which the same are Itcated,except signs,counters
or other removable trade fixtures not attached to the Leased Premises, or the building in which the same are located, shall at once when made or
installed be deemed to have attached to the freehold and to have become the property of Landlord.
C. Landlord reserves the right, at any time and from time to time throughout the term of this Lease,to let or make agreement(s)or contract(s)
and/or to otherwise arrange for, or perform, the maintenance, repair and operation (or any combination thereof) of: (a) the heating and ventilating
system, electrical, plumbing, pipes, wiring, conduit, sprinkler system (if any) and air conditioning apparatus of the building serving the Leased
Premises, (b) the roof of the building serving the Leased Premises, (c) the exterior of the building within which the Leased Premises are located,
including,without limitation,the painting thereof,and(d)the structural portions of the building within which the Leased Premises are located,or any
of the foregoing or any combination thereof, in which such event,Tenant shall promptly pay to Landlord, within fifteen (15)days of billing thereof,
Tenant's share of the cost of any such maintenance, repair or operation, as aforesaid, plus a management fee to Landlord equal to fifteen percent
(15%)of the cost of the foregoing,which share shall be apportioned according to the floor area of the Leased Premises as it relates to the total floor
area of the building or buildings which are so maintained,repaired or operated,as aforesaid,provided,however, in the case of a maintenance contract
for any of the foregoing, payment of Tenant's share shall be made in advance in the amount designated by Landlord, from time to time, on the first
day of every month during the term hereof. Any portion of the foregoing to the contrary notwithstanding, in the event any such maintenance, repair
or operation, as aforesaid, is attributable to the negligent act or omission of'Tenant, or to any violation by Tenant of any provision of this Lease,
Tenant shall pay to Landlord, as aforesaid, an amount equal to the cost of any such maintenance, repair or operation so attributable to the act or
omission of Tenant. Landlord may make such repairs and perform such maintenance and operation without liability to Tenant for any loss or damage
that may accrue to Tenant's merchandise, fixtures, or other property, or to Tenant's business by reason thereof, unless due to the willful misconduct
of Landlord.
D. If Tenant refuses, neglects or fails to repair properly as required hereunder and to the reasonable satisfaction of Landlord as soon as
reasonably possible after written demand, Landlord may make such repairs, without liability to Tenant for any loss or damage that may accrue to
Tenant's merchandise, fixtures, or other property or to Tenant's business by reason thereof, and upon completion thereof, Tenant shall pay, upon
demand, Landlord's costs in making such repairs plus an amount equal to twenty percent(20%)of such cost for Landlord's overhead.
Section 20. Mechanics'Liens
A. Tenant agrees to keep all of the Leased Premises and every part thereof and all buildings and other improvements within which the same
are located, free and clear of and from any and all mechanics', materialmen's and other liens for work or labor done, services performed, materials,
appliances, transportation or power contributed,used or furnished to be used in or about the Leased Premises to or on the order of or on the behalf of
Tenant, and Tenant shall promptly and fully pay and discharge any and all claims upon which any such lien may or could be based within ten (10)
days after learning of the existence thereof; and Tenant shall save and hold Landlord and all of the Leased Premises and all buildings and
improvements within which the same are contained free and harmless of and from any and all such liens and claims of liens and suits or other
proceedings arising out of materials or services furnished to or on the order of or on the behalf of Tenant. Tenant agrees to give Landlord written
notice not less than ten (10) days in advance of the commencement of any construction, alteration, addition, improvement, installation or repair
costing in excess of five hundred and 00/100 dollars($500.00) in order that Landlord may post appropriate notices of Landlord's non-responsibility,
and, further,to secure, at Tenant's sole cost and expense, a bond indemnifying and releasing Landlord and the Leased Premises from the effect of all
aforesaid liens,with corporate surety and in form satisfactory to Landlord.
13, No mechanics'or materialmen's liens or mortgages, deeds of trust, or other liens of any character whatsoever created or suffered by Tenant
shall in any way,or to any extent, affect the interest or rights of Landlord in any buildings or other improvements on or about the Leased Premises,or
attach to or affect Landlord's title to or rights in the Leased Premises.
CLI) IL
"Iant's Initials 7 Landlord's I• la's
Section 24. Surrender of Premises
A. Upon any termination of this Lease, whether by lapse of time, cancellation pursuant to an election provided for herein, forfeiture, or
otherwise, Tenant shall surrender immediately possession of the Leased Premises and all buildings and improvements within which the same are
located,to Landlord in good and tenantable repair,
B. At any time during the term of this Lease,and upon the termination of this Lease,Tenant, if Tenant is at such time not in default hereunder,
shall have the right to remove from the Leased Premises all furniture, furnishings and equipment belonging to Tenant then installed or in place in, on
or about the Leased Premises and not affixed thereto;provided,however,Tenant shall,and it covenants and agrees to, make all repairs to the Leased
Premises required because of such removal. If any of such property shall remain on the Leased Premises after the end of the term hereof, such
property shall be and become, at the option of Landlord, the property of Landlord without any claim therein of Tenant; provided that Landlord may
direct Tenant to remove such property, in which case Tenant agrees to do so, and to reimburse Landlord for any expense of removal in the event
Tenant shall fail to remove such property if and when directed.
C. Upon termination of this Lease,Tenant shall surrender the Leased Premises in a neat and clean condition,and Tenant shall repair any holes
or openings made by Tenant in the walls, roof or floor of the building, remove any protuberance and perform any maintenance or repairs required of
Tenant by this Lease. If directed so to do by Landlord, Tenant shall also remove any improvements, additions or alterations made to the Leased
Premises by Tenant even though such improvements by the terms of this Lease become a part of the Leased Premises.
D. Upon termination of this Lease, Tenant shall execute a quitclaim deed, quitclaiming all of its right, title and interest in and to the Leased
Premises, to Landlord.
L. This Lease shall terminate and shall become null and void without further notice upon the expiration of the term herein specified, and any
holding over by Tenant after such expiration shall not constitute a renewal hereof or give Tenant any rights under this Lease, If Tenant shall hold
over for any period atter the expiration of said term, Landlord may,at its option,exercised by written notice to Tenant,treat Tenant as a Tenant from
month to month commencing on the first day following the expiration of this Lease, subject to the terms and conditions herein contained except that
the fixed minimum rent, which shall he payable in advance monthly, shall he one hundred fifty percent (150%) of said fixed minimum rent
applicable at the date of expiration. If Tenant fails to surrender the Leased Premises upon the expiration of this Lease, Tenant shall indemnify and
hold Landlord harmless from all loss or liability, including without limitation, any claims made by any succeeding tenant based on or resulting from
such failure to surrender.
Section 25. Force Majeure
Prosecution of any construction, repairs or rebuilding of any building, improvement or other structure herein shall be excused to the extent that
the delay is occasioned by the other party, strikes, threats of strikes, blackouts, war, threats of war, bombing, insurrection, invasion, acts of God,
calamities, civil commotion's, violent action of the elements, fire, action or regulations of any governmental authority, statute, law or ordinance,
impossibility of obtaining materials, or other matters or things, whether similar or dissimilar to the foregoing, beyond the reasonable control of the
obligated party.
Section 26. Offset Statements
A. Tenant agrees at any time upon not less than ten (10) days' prior written request of Landlord, to execute, acknowledge and deliver to
Landlord a statement in writing, in the form attached as Exhibit"E"hereto,and setting forth such further information with respect to this Lease or the
Leased Premises as may be requested by Landlord, it being intended that any such statement delivered pursuant to this Section 26 may be relied upon
by any prospective purchaser, mortgagee, assignee, or beneficiary. Tenant shall also deliver to any prospective institutional lender of Landlord
within fifteen (15) days of Landlord's request therefor, from time to time, Tenant's latest financial statements and such specific subordination
agreement on lender's form as may he required by such lender.
B. If Tenant fails to deliver any such statement requested pursuant to Section 26.A within such time as required therein, such failure shall be
deemed conclusive evidence that; (i) this Lease is in full force and effect, without modification except as may be represented by Landlord, (ii) there
are no uncured defaults in Landlord's performance of Landlord's obligations hereunder, (iii) not, more than one (I) month's rent has been paid in
advance, and (iv) any other information, with respect to this Lease or the Leased Premises, requested to be confirmed therein is true and correct.
Further,any such failure of Tenant to deliver any such statement may he considered by Landlord as a default of Tenant under this Lease. It is further
agreed that Tenant shall be liable to Landlord, and shall indemnify Landlord from and against, any loss, cost, damage or expense, incidental,
consequential or otherwise,arising or accruing,directly or indirectly,out of any failure of Tenant to deliver to Landlord any statement in the time and
manner required pursuant to this Section 26.
Section 27. Rights Reserved by Landlord
A. Easements. I..,andlord expressly reserves all rights in and with respect to the Leased Premises not inconsistent with Tenant's use thereof as
in this Lease provided.
B. Inspection.
(I) Tenant agrees to permit Landlord and the authorized representatives of Landlord to enter the Leased Premises at all reasonable times
during usual business hours for the purposes of(a) inspecting same,(b)making such repairs or reconstruction required or permitted by Landlord, and
(c) performing any work therein that may be necessary by reason of Tenant's default under the terms of this Lease, without prior written notice
thereof to Tenant. Nothing herein shall imply any duty upon the part of Landlord to do any such work which, under the provisions of this Lease,
Tenant may be required to perform, and the performance thereof by Landlord shall not constitute a waiver of Tenant's default in failing to perform
the same, In the event Landlord makes any repairs or maintenance which Tenant has failed to do,the cost thereof shall be paid to Landlord with the
next installment of rental hereunder.
(2) Landlord is hereby given the right during usual business hours to enter the Leased Premises and to exhibit the same for purposes of
sale, lease or mortgage, and during the last six (6) months of the term of this Lease, to exhibit the same to any prospective tenant, and to post any
signs on or about the Leased Premises regarding such sale, lease or mortgage.
C. Accord and Satisfaction, No payment by Tenant or receipt by Landlord of a lesser amount than the monthly rent herein stipulated shall be
deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement of any check or any letter accompanying
any check or payment as rent he deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's
right to recover the balance of such rent or pursue any other remedy in this Lease provided.
Te ante's Initials n Landlord's I t'''i 0:l's"-
Section 11. Fire and Casualty Damage
If the Leased Premises shall he damaged by fire or casualty but are not thereby rendered untenantable in whole or in part, Landlord shall have
the option to cause such damage to be repaired from the insurance proceeds, if any, paid as a result of such damage, and the rent shall not be abated.
If by reason of such occurrence or occurrences the Leased Premises shall be rendered untenantable either in whole or in part, Landlord likewise shall
have the option to cause the damage to be repaired, in which case the fixed minimum rent provided hereunder shall be abated proportionately as to
the portion of the Leased Premises rendered untenantable; provided, however,there shall be no such abatement to the extent that Landlord is paid the
proceeds of any rent insurance maintained, pursuant to the terms of Section I 8.A hereof, or in the event that such damage was caused by the
negligence or omission of Tenant, its agents or employees. Landlord may, however, in any of the above events and at its election, terminate this
Lease by giving Tenant written notice of Landlord's election within sixty (60)days following the date of the occurrence, and in such event the Lease
shall terminate on the date of such notice and rent shall be prorated as of the date of such notice. In no event shall Landlord be liable to make repairs
costing in excess of the insurance proceeds paid to Landlord as a result of any such damage or destruction.
Section 22. Condemnation
A. General. If title to all or any portion of the Leased Premises be taken by a public or quasi-public authority under any statute or by right of
eminent domain or by proceedings in lieu thereof, then the rights of the parties to share in the award or payment price thereby resulting shall he
governed hereby.
B. Total or Material Taking. Should all or any portion of the Leased Premises he taken in such a manner as to materially interfere with
Tenant's use and occupancy thereof, then either party, by giving written notice to the other party within thirty (3(1) days after such taking, may
terminate this Lease as of the date of such notice, Should any tenant or occupant occupying more than 10,000 square feet of building area in the
Shopping Center cancel its lease or abandon its premises by reason of any such taking or damage,or should more than fifty percent(50%)of the area
of land described in Exhibit"A"hereto he so taken,or should more than twenty percent(20%)of the Leased Premises be so taken,then Landlord, by
giving written notice to Tenant within sixty (60)days alter such taking, may terminate this Lease as of the date of such notice. In the event of any
such taking, Landlord shall he entitled to any and all awards and payments except Tenant shall be entitled to only the portion of any award allocated
to the taking of Tenant's fixtures and personal property. None of the awards or payments to Landlord shall be subject to any diminution or
apportionment on behalf of Tenant or otherwise.
C. Partial Taking. In the event of a partial taking of the Leased Premises, and the Lease is not canceled, then this Lease as to the part so taken
only shall terminate as of the date that possession of such part of the Leased Premises be so taken, and the fixed minimum rent herein provided for
shall be reduced in the proportion that the square footage of the ground floor of the building area of the Leased Premises so taken bears to the total
building floor area of the Leased Premises existing before such taking. Landlord shall diligently replace or repair the building within which the
Leased Premises are located but at a cost to Landlord not to exceed the condemnation award received by Landlord for such repairs. In the event of
such partial taking, Landlord shall be entitled to any and all awards and payments except Tenant shall be entitled to only that portion of any award
allocated to the taking of Tenant's fixtures and personal property. None of the awards or payments shall be subject to any diminution or
apportionment on behalf of Tenant or otherwise.
Section 23. Default
If Tenant shall default in the payment of any rent or charge or sum of money due from, or to be paid by, Tenant hereunder, and such default
shall continue for a period of three (3) days after written notice thereof from Landlord, or if Tenant shall conduct or permit any act of waste or
nuisance on or with respect to the Leased Premises or any portion thereof, and the same shall not be corrected within three (3) days after written
notice thereof from Landlord, or if Tenant shall default in the performance or observance of any other term, covenant,agreement or obligation of this
Lease to he performed or observed by Tenant,and such default shall continue for a period of ten(10)days after written notice thereof by Landlord, or
if more than two (2) of any of the foregoing defaults of Tenant, or any combination thereof, shall occur in a single twelve(12)month period during
the term hereof, whether or not the same he timely cured, or if Tenant shall vacate or abandon the Leased Premises, then Landlord shall have, in
addition to any other remedies available at law, without further notice to Tenant, and without barring later election of any other remedy, any one or
more of the following remedies at Landlord's election:
A. Landlord may require strict performance of all the terms, covenants, agreements and obligations hereof as the same shall accrue, and have
the right of action therefor; or
B. By written notice to Tenant, Landlord may terminate this Lease, re-enter the Leased Premises by process of law, remove all parties in
possession thereof therefrom and repossess said Leased Premises, in which event Landlord shall have the right to recover from Tenant:(1)the worth,
at the time of the award,of the unpaid rent that had been earned at the time of termination of this Lease;(2)the worth,at the time of the award,of the
amount by which the unpaid rent that would have been earned after the date of termination of this Lease until the time of award exceeds the amount
of loss of rent that Tenant proves could have been reasonably avoided; (3)the worth,at the time of the award,of the amount by which the unpaid rent
for the balance of the term hereof after the time of award exceeds the amount of the loss of rent that Tenant proves could have been reasonably
avoided;and(4)any other amount,and court costs,necessary to compensate Landlord for all detriment proximately caused by Tenant's default. "The
worth,at the time of the award," as used in(I)and(2)of this Subparagraph B, is to be computed by allowing interest at the maximum rate permitted
by law, whichever is the lesser, "the worth, at the time of the award," as referred to in (3)of this Subparagraph 13, is to be computed by discounting
the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award,plus one percent(1%), or the maximum lawful
rate,whichever is the lesser. All rights and remedies of Landlord herein enumerated shall be cumulative and none shall exclude any other right or
remedy allowed by law,or equity, and likewise, the exercise by Landlord of any remedy provided for herein or allowed by law or equity shall not be
to the exclusion of any other remedy. Landlord and Tenant further agree that in the event Tenant breaches this Lease, or any covenant, term or
condition hereunder, and abandons the Leased Premises, or any portion thereof, this Lease shall continue in force and effect for so long as Landlord
does not terminate Tenant's right to possession, as set forth in this Lease, and Landlord may enforce all rights and remedies of Landlord including,
without limitation, the right to recover rental as it becomes due hereunder. Acts of maintenance or preservation, or efforts to relet the Leased
Premises,or the appointment of a receiver upon the initiation of the Landlord to protect the Landlord's interests under this Lease shall not constitute a
termination of Tenant's right to possession. Any re-entry shall he allowed by Tenant without let or hindrance, and Landlord shall not be liable in
damages for any such re-entry, or be guilty of trespass or forcible entry. No act by Landlord hereunder shall terminate this Lease unless Landlord
notifies Tenant in writing that Landlord elects to terminate this Lease. It is further agreed that Landlord,at any time after Tenant commits a default,
may cure the default at Tenant's cost, and otherwise take such action with respect thereto as Landlord shall deem reasonably necessary and Landlord
shall have no liability therefor. If Landlord at any time, by reason of Tenant's default,pays any sum or does any act that requires the payment of any
sum, or if Landlord incurs any expense, including attorneysfees, in instituting proceedings, or defending any action or proceeding instituted by
reason of any default of Tenant hereunder,the sum or expense paid by Landlord,with all interest,costs and damages, shall he due immediately from
Tenant to Landlord at the time the same is paid,and if not so immediately paid by Tenant,shall bear interest as hereinafter provided. Any sums to be
paid to Landlord under this Lease not paid when due shall bear interest at the maximum rate permissible by law from the date due until paid.
)
)/61
Tenants Initials 8 Landlord's In mils
•
Section 2$. Restriction on Use
A. Notwithstanding any other provision of this Lease which may be to the contrary, no portion of the Leased Premises shall be used for: (I)
the operation of a drug store or prescription pharmacy or for the handling or sale of drug or prescription items,(2)the handling or sale of alcoholic
beverages or any other item which legally cannot be sold or distributed to persons under the age of 18 years, (3) a retail food market or food
supermarket,(4)the handling or processing of dry cleaning or laundry,(5)a laundromat,(6)the handling or sale of clothing,(7)the handling or sale
of shoes or footwear,(8)the handling or sale of gasoline,petroleum products,tires,or automobile accessories,(9)a beauty shop,(10)the handling or
sale of wigs or hair pieces, (11)a hardware store or sale of hardware items, (12)a lumber store or yard or the handling or sale of lumber,(13)a
nursery store or the handling or sale of nursery items,(14)a sporting goods store or the handling or sale of sporting goods,(15)a builders supply
store or home appliance store,(16)the handling or sale of toys,(17)a bank,(18)a finance company,(19)a savings and loan association or thrift and
loan association,(20)any business in competition with a finance company or bank,(21)a variety or general merchandise store,(22)a theater,(23)a
place of amusement or recreation, (24)the handling or sale of food items, (25)any use or business which constitutes a nuisance or with respect to
which entry by persons under the age of 18 years is restricted by law, (26)any auction,fire sale,bankruptcy sale or going out of business sale, (27)
photo finishing,processing or developing,or the sale or handling for sale,of photographic supplies and equipment,(28)any other purpose other than
as expressly set forth in and permitted by the Fundamental Lease Provisions. THIE DELETION FROM THIS SUBPARAGRAPH"A"OF ANY
PROVISION ORIGINALLY SET FORTH THEREIN SHALL NOT PERMIT TENANT TO USE THE LEASED PREMISES FOR SUCH USE SO
DELETED UNLESS EXPRESSLY PERMITTED BY,AND SET FORTH IN.THE USE PROVISION FOR THE LEASED PREMISES,AS SET
FORTH IN THE FUNDAMENTAL LEASE PROVISIONS.
B. If Tenant violates any of the provisions in this Section, Landlord: (1) may cancel this Lease by giving three(3)days' notice to Tenant
and/or(2)may pursue any other remedy available at law or equity. The enumeration in this Section 28 of various specific purposes for which the
Leased Premises cannot be used or occupied does not, directly or by implication,permit use or occupancy of the Leased Premises for any purpose
other than as specifically provided in the Fundamental Lease Provisions.
C. Tenant acknowledges and agrees that it shall have no right of subdivision, separation, or partition of the Leased Premises or any portion
thereof, from the Shopping Center or building within which the Leased Premises are located. Easements for light and air are not included in the
Leased Premises,
Section 29. Merchants'Association
A. At any time during the term of this Lease, Landlord shall have the right,but not the obligation,to form a Merchants' Association for the
Shopping Center. The objectives and purposes of any such Merchants'Association shall be strictly limited to encouraging the members thereof to
deal fairly and courteously with their respective customers,encouraging the members thereof to adhere to ethical business practices,and to assist the
general business of the members thereof through sales promotion activities and advertising programs.
B. Landlord makes no representation as to the date of opening for business, if at all, of any past, present or future tenant of the Shopping
Center or with respect to the number, size, nature of business, identity or hours of operation of any other tenant(s)or occupant(s)of the Shopping
Center whatsoever.
Section 30. Utility Rationing
Tenant acknowledges that the Leased Premises may become subject to the rationing of utility services,or restrictions on use. Notwithstanding
any such rationing or restrictions on use of any such utility services,Tenant acknowledges and agrees that its tenancy and occupancy hereunder shall
be subject to such rationing restrictions as are now or which may be imposed upon Landlord,Tenant,the Leased Premises or the Shopping Center,
and Tenant shall in no event be excused or relieved from any covenant or obligation to be kept or performed by Tenant by reason of any such
rationing or restrictions. Tenant further agrees to pay and discharge, prior to delinquency, any amount, tax, charge, surcharge, assessment, or
imposition levied or assessed or imposed upon the Leased Premises, or Tenant's use and occupancy thereof, or the utility services therein, or the
delivery or use thereof,or as a result,whether directly or indirectly,of any such rationing or restrictions.
Section 31. Competitive Use (Deleted)
Section 32. Miscellaneous
A. Loss and Damage. Landlord shall not be liable for any damage to property of Tenant or of others located on the Leased Premises,nor for
the loss of or damage to any property of Tenant or of others by theft or otherwise. Landlord shall not be liable for any injury or damage to persons or
property resulting from fire, explosion,falling plaster, steam, gas, electricity,water,rain or leaks from any part of the Leased Premises or from the
pipes, appliances or plumbing works or from the roof, street or subsurface or from any other place or by dampness or by any other cause of
whatsoever nature. Landlord shall not be liable for any such damage caused by other tenants or persons in the Leased Premises, occupants or
adjacent property, of the Shopping Center or the public, or caused by operations in construction of any private, public or quasi-public work.
Landlord shall not be liable for any latent or patent defect in the Leased Premises or in the building of which they form a part. All property of Tenant
kept or stored on the Leased Premises shall be so kept or stored at the risk of Tenant
B. Lease Binding on Successors. The terms,covenants and agreements herein contained shall bind and inure to the benefit of Landlord and
Tenant and each of their heirs, personal representatives, successors and assigns, subject to the provisions of this Lease. No rights, however, shall
inure to the benefit of any assignee of Tenant unless the assignment to such assignee has been approved by Landlord as set forth in Section 11 hereof.
C. Attorneys'Fees. In the event that legal proceedings are brought or commenced to enforce the terms of this Lease,the prevailing party shall
be entitled to recover from the other party all costs and expenses of such proceedings, including reasonable attorneys' fees, whether or not any
proceedings are prosecuted to judgment.
D. Sale of Leased Premises. The term"Landlord",as used in this Lease,shall mean the owner of Landlord's estate in and to the Premises. If
the Landlords interest and estate in and to the Leased Premises is sold or assigned by Landlord, the seller shall be entirely freed, relieved, and
discharged of all covenants, agreements, and obligations under this Lease, except those occurring prior to the date of such sale by Landlord, and
attributable to Landlord's period of ownership of such interest and estate.
=ME 111111MIN
111111110111
rnoni's Milks s 10 La tor.'s n Mats
E. Recording. Tenant shall not record this Lease or any memorandum thereof without the prior written consent of Landlord.
F. Notices. Any notice or demand required or permitted by law or by any of the provisions of this Lease shall be in writing. All notices or
demands by Landlord to Tenant shall be deemed to have been properly given when served personally on an executive officer or partner of Tenant or
on the individual comprising Tenant (as the case may be) or when sent by registered or certified mail, postage prepaid, addressed to Tenant at the
address of the Leased Premises, or at the address set forth in the Fundamental Lease Provisions. All notices or demands by Tenant to Landlord shall
he deemed to have been properly given if served personally on an executive officer of Landlord,or when sent by registered or certified mail, postage
prepaid, addressed to Landlord at the address set forth in the Fundamental Lease Provisions. Either party hereto may change the place to which
notices are to he given by advising the other party in writing. If any notice or other document is sent by mail, as aforesaid,the same shall be deemed
served or delivered forty-eight(48)hours after the mailing thereof,provided there is regular service by mail, at the time of such mailing,between the
place of mailing and the place to which such notice or other document is mailed. If more than one Tenant is named under this Lease, service of any
notice upon any one of said Tenants shall he deemed as service upon all of said Tenants.
G. Section Headings. The headings or captions of Sections in this Lease arc for convenience and reference only, and they in no way define,
limit,or describe the scope or intent of this Lease or the provisions of such Sections.
H. Gender and Interpretation of Terms and Provisions. As used in this Lease and whenever required by the context thereof,each number,both
singular or plural, shall include all numbers, and each gender shall include all genders. "Landlord" and "Tenant", as used in this Lease or in any
other instrument referred to in or made a part of this Lease, shall likewise include both the singular and the plural, a corporation, co-partnership,
individual or person acting in any fiduciary capacity as executor, administrator, trustee,or in any other representative capacity. All covenants herein
contained on the part of Tenant shall he joint and several.
I. Time of Essence. Time is hereby expressly declared to he of the essence of this Lease and of each and every covenant, term, condition, and
provision hereof.
J. Impartial Construction. The language in all parts of this Lease shall be in all cases construed as a whole according to its fair meaning and
not strictly for nor against either Landlord or Tenant.
K. Waiver. No waiver of any breach of any of the terms,covenants,agreements,restrictions or conditions of this Lease shall be construed as a
waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Lease, nor shall consent to any
assignment or sublease be deemed to waive any requirement of consent of Landlord to any other assignment or sublease. The consent or approval of
either party to or of any act or matter requiring consent or approval shall not be deemed to waive or render unnecessarkconsent to or approval of any
subsequent or similar act or matter*
L. Partial Invalidity. If any term, covenant or condition of this Lease or the application thereof to any person or circumstance shall, to an
extent, he invalid or unenforceable, the remainder of this I,ease, or the application of such term, covenant or condition to persons or circumstances
other than those as to which it is held invalid or unenforceable shall not he affected thereby and each term, covenant or condition of this Lease shall
he valid and be enforced to the fullest extent permitted by law. It is agreed, however, that anything contained in the preceding sentence to the
contrary notwithstanding, in the event any court of competent jurisdiction makes a final adjudication to the effect that any portion of this Lease is
invalid under the laws of the state within which the Leased Premises are located, or any other applicable law, then in that event, Landlord shall have
the right and option to terminate the entire Lease upon notice thereof to Tenant.
M. Remainder of Shopping Center. Tenant acknowledges and agrees that it shall have no right of control, regulation, approval or disapproval
with respect to the use or development of that portion of the Shopping Center which is not included within the Leased Premises. It is understood by
Tenant that Landlord may not now or in the future own all of the Shopping Center in which the Leased Premises are located. Tenant agrees not to
cancel its Lease,reduce or abate its rents or pursue any other remedies under this Lease for any violation of this Lease occurring by virtue of any act
or omission on or with respect to property not owned by Landlord.
N. Tenant's Acknowledgment of Condition of Leased Premises. Tenant agrees that its acceptance of the Leased Premises, evidenced by
Tenant's entry into possession thereof, shall constitute unqualified proof that the Leased Premises are, as of the date of the commencement of
Tenant's occupancy thereof, in a tenantable and good condition, that Tenant will take good care thereof, and Tenant hereby waives all rights to make
repairs at Landlord's expense. In respect to any partial destruction which Landlord may repair under any of the provisions of this Lease, Tenant
further waives any rights which may permit Tenant to terminate this Lease for so long as Landlord so repairs such destruction.
0* No Option to Lease. The submission of this Lease for examination does not constitute a reservation of or option for the Leased Premises,
and this Lease becomes etTective as a Lease only upon execution and delivery thereof by Landlord and Tenant.
P. Waiver of Liability. Anything in this Lease to the contrary notwithstanding,Tenant agrees that it shall look solely to the estate and property
of the Landlord in the land and buildings comprising the Shopping Center and/or building within which the Leased Premises are located, and subject
to prior rights of any mortgagee of the premises, for the collection, satisfaction or enforcement of any judgment(or other judicial process) requiring
the payment of money by Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of
this Lease to be observed and/or performed by Landlord, and no other assets of the Landlord shall be subject to levy, execution or other procedures
for the satisfaction of Tenant's remedies.
Q. Rights of Lenders. Notwithstanding anything to the contrary in this Lease, Landlord shall not he in default under any provision of this
Lease unless written notice specifying such default is given to Landlord and to all mortgagees and/or trust deed holders of which Tenant, prior to
such notice, has been notified in writing. 'l'cnant agrees that any such mortgagee or trust deed holder shall have the right to cure such default on
behalf of Landlord within thirty (30)calendar days after receipt of such notice, plus such additional time as is reasonably necessary. Tenant further
agrees not to invoke any of its remedies under this Lease until said thirty (30)days have elapsed, or during any period that such mortgagee or trust
deed 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 Leased
Premises or adjoining property to cure the default.
„,,,jlt's Initials 11 Landlord's ials
R. Supplemental Letter Re: Commencement Date. Upon request of Landlord,Tenant agrees to execute a supplemental letter to be attached to
this Lease setting forth the exact date of the commencement of the term of this Lease in accordance with the provisions hereof.
S. Operation of Law. Neither this Lease, nor any interest herein, nor any estate created hereby, shall pass by operation of law under any state
or federal insolvency or bankruptcy act to any trustee, receiver, assignee for the benefit of creditors or any other person whatsoever. Any purported
transfer in violation of the provisions of this Section 32,5. shall constitute an incurable default under this Lease, regardless of Tenant's compliance
with the other provisions of this Lease; and Landlord, at its option, by written notice to Tenant, may exercise all rights and remedies provided for in
Section 23 hereof, including without limitation,the termination of this Lease,effective on service of such notice.
T. Waiver of Jury Trial and Counterclaims. The parties hereto shall and they hereby do waive trial by jury in any action, proceeding or
counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this
Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Leased Premises, and/or any claim of injury or damage. In the
event I.,,andlord commences any proceedings for nonpayment, of rent, or any other sums or amounts due hereunder, Tenant will riot interpose any
counterclaim of whatever nature or description in any such proceedings; provided, however, that nothing contained herein shall be deemed or
construed as a waiver oldie Tenant's right to W;Sert such claims in any separate action or actions brought by the Tenant.
U. Brokers, Except as !nay he expressly set forth to the contrary in the Fundamental Lease Provisions, each party represents to the other that
no person, firm, corporation or other entity is entitled to any brokerage commission or finder's fee on account of the execution, delivery, and
consummation of this Lease. Tenant hereby agrees to indemnify Landlord and to hold Landlord free and harmless of and from any and all claims,
losses, damages, costs and expenses of whatsoever nature, including attorneys' fees and costs of litigation arising from or relating to any brokerage
commissions or finder's lees incurred by Tenant in connection with this Lease.
V. (..orporate Resolutions. If a Corporation executes this Lease as a Tenant concurrently upon execution of this Lease, Tenant shall furnish
Landlord with certified corporate resolutions attesting to the authority of the officers to execute the Lease on behalf of such corporation.
W. AGREEMENTS IN WRITING - WARRANTIES OF TENANT, IT IS UNDERSTOOD THAT THERE ARE NO ORAL
AGREEMENTS BETWEEN 'Ii IE PARTIES HERETO AFFECTING LEASE AND 'FIBS LEASE SUPERSEDES AND CANCELS ANY
ANI) ALL PREVIOUS NEGOTIATIONS, ARRANGEMENTS, BROCHURES, AGREEMENTS AND UNDERSTANDINGS, IF ANY,
BETWEEN THE PARTIES TIERETO OR DISPLAYED BY LANDLORD To TENANT WITH RESPECT TO THE SUBJECT MATTER
THEREoF, AND NONE SHALL BE USED'10 INTERPRET OR CONSTRUE TIIIS LEASE. IT IS FURTHER.AGREED BY AND BETWEEN
THE PARTIES ITERETO TI1AT TITERS SI[ATE BE NO MODIFICATION OR AMENDMENT OF 'PIUS LEASE, EXPRESS OR IMPLIED,
EXCEPT AS MAY BE EXECUTED IN WRITING BETWEEN THE PARTIES HER.ETO. LANDLORD MAKES NO WARRANTY,
.REPRESENTATION, CONITRACT, AGREEMENT OR STATEMENT CONCERNING THE USE, OCCUPANCY OR SUITABILITY OF THE
LEASEE) PREMISES, FOR TilE PERMUTED USE OF THE LEASED PREMISES AS SET FORTH IN THE FUNDAMENTAL LEASE
PROVISIONS, OR WITH RESPECT TO THE CONDITION OF TITLE WITH RESPECT THERETO, OR TI IE MEANS, MODE, OR MANNER
OF CONSTRUCTION OF ANY BUILDINGS OR IMPROVEMENTS, OR THE ADEQUACY OR FITNESS THEREOF FOR ANY USE OR
OCCUPANCY, OR THE ACCURACY OR VALIDITY OF ANY STATEMENT, REPRESENTATION, WARRANTY, AGREEMENT OR
DOCUMENT BY ANY OTHER PERSON, PARTY OR ENTITY, UNLESS EXPRESSLY SET FORTH HEREIN AS AN AGREEMENT OF
LANDLORD. TENANT WARRANTS AND REPRESENTS To 1ANDLORD, FOR THE EXPRESS BENEFIT OF LANDLORD, TI IAT: (a)
TENANT IIAS UNDERTAKEN A COMPLETE AND INDEPENDENT' EVALUATION OF THE RISKS INHERENT IN THE EXECUTION OF
THIS LEASE' AND THE OPERATION OF THE LEASED PREMISES FOR THE USE PERMITTED HEREBY AS SET FORTH IN TITE
FUNDAMENTAL LEASE PROVISIONS, AND THAT BASED UPON SAID INDEPENDENT EVALUATION, TENANT HAS ELECTED TO
ENTER INTO THIS LEASE ANL) HEREBY ASSUMES ALL RISKS WITH RESPECT THERETO; (h) NO ORAL OR WRITTEN
INDUCEMENT(S), EXPRESS OR IMPLIED, TO EXECUTE THIS LEASE HAVE BEEN MADE TO TENANT' UNLESS EXPRESSLY SET
FORTH HEREIN IN WRITING; (c) IN ENTERING INTO THIS LEASE, TENANT RELIES UPON NO STATEMENT, FACT, PROMISE OR
REPRESENTATION, EXPRESS OR IMPLIED, WRITTEN OR ORAL, NOT SPECIFICALLY SET FORITI ITEREIN IN WRITING; (d) ANY
STATEMENT, FAC I', PROMISE OR REPRESENTATION, WHETHER EXPRESS OR IMPLIED, OR ORAL OR WRITTEN, MADE AT ANY
TIME WHATSOEVER TO ',TENANT, WI lIClI IS NO IIAPRESSLY INCORPORATED HEREIN IN WRITING, IS AND SHALL FOREVER
13E, WAIVED AND RENOUNCED BY TENANT, AND(e)ANY STATEMEN`r, FACT, PROMISE OR REPRESENTATION NOT EXPRESSLY
CONTAINED I IEREIN SHALL IN NO WAY 13IND LANDLORD AND TENANT HEREBY WAIVES ANY RIGHT OF RECISION AND ALL
CLAIMS FOR DAMAGES BY REASON OF ANY STATEMENT, FACT, PROMISE OR REPRESENTATION, IF ANY, NO CONTAINED IN
'Ii IIS LEASE, THE WARRANTIES AND REPRESENTATIONS OF TENANT HEREIN SHALL BE ENFORCEABLE BY WAY OF SPECIFIC
PERFORMANCE OR INJUNCTIVE RELIEF, IN ADDITION To ANY OTHER REMEDY Al' LAW OR EQUITY, ON TI IF BASIS OF TTIE
FOREGOING WARRANTIES AND REPRESENTATIONS OF TENANT, LANDLORD IS WILLING TO ENTER INTO THIS LEASE, IN THE
EVENT ANY OE SUCH WARRANTIES OR REPRESENTATIONS OF TENANT HEREIN CONTAINED SI IALL BE INACCURATE OR
UNTRUE, LANDLORD MAY, IN ADDITION TO ALL OTHER OF LANDLORD AT LAW OR EQUITY,TERMINATE THIS LEASE
AT ANY TIME THEREAFTER UPON WRITTEN NOTICE TO TENANT,
X. Matters in Existence, Tenant agrees that this Lease is, and shall be,subject and subordinate to all matters in existence, whether of record or
otherwise, and as now or hereafter modified or amended (provided that the rights of Tenant are not materially adversely affected by any such
modification or amendment), and further agrees to he bound by and not to violate or cause Landlord to he in violation of any of the provisions of said
matters and the provisions contained therein or in arty present or future modification or amendment thereof.
Y. 1...aw Governing. The laws of state wherein the Leased Premises are located shall govern the validity, performance and enforcement of
this,Lease,
(c)
enant's 12 Landlord's
IN WITNESS WHEREOF,the parties hereto have executed this Lease as of the day and year first above written.
LANDLORD: TENANT:
KIWI ASSOCIATES,LLC/ CITY OF REDLANDS
OSA ASSOCIATES 2, LLC
By: KIWI ASSOCIATES, LLC,
a Virginia limited liability company
By: Triple Net Properties, LLC,
a Virginia limited liability company
its Manager
,
By: By
Name: Anthony . Than 0 Patricia Gilbreath ayor
Title: President /- / iz
OSA ASSOCIATES 2, LLC Lo- e Poyzer,C ' leik
a Delaware limit,$ liability company, ,-..
By: OSAA" ICI', 'ES, I.
a Dela I Ii ' ..d li F OM( ,
its By ii/ r
i .
i 141 611 9
Nat e: 17mel 1.1th- i'lv
Titl Manager
$
13
EXHIBIT "A",
LEGAL DESCRIPTION
)
Lots 1, 2, 3, 4, 5 and 6 of Tract Map No. 10527, in the City of Redlands, County of San
Bernardino, State of California, as per Plat recorded in Book 204 of Maps, Pages 95 through 97,
inclusive, records of said County.
Excepting therefrom all oil, hydrocarbon substances and minerals of every kind and character
lying more than 500 feet below the surface of said land, together with the right to drill into,
through and use and occupy all parts of said land lying more than 500 feet below the surface
thereof for any and all purposes incidental to the exploration for and production of all oil, gas,
hydrocarbon substances or minerals from said lands but without, however, the right to use either
the surface of said land or any portion of said land within 500 feet of the surface f& any purposes
whatsoever.
, tkvi/Ai
EXHIBIT "A" WI
44
..-
FP'
SUMMARY
,..,
LAND AIRII-_37, 452,597 SF'10 4 4.7_,SPES
'2 al_r1L7,!NG- A•,,,,AA 125 .6 s=
_ ____, - ',.,', _ , •
LANG/332G F1ATIC 3.632'
,f* ' ; ` , ,5;7A."=-1 STREE
PARt<ING '3o12 .253 513 STALLS.
I . , ...._ ... FARRING 122.0NICET, 531 STAL S
..
1". t ttr's
; •PP----s-s,--,t"1''"-2'__St.t st.„2„. t _2', ,"
- -_:- , , , 1 PA.,,,c,..R.E.74.,,W..tS aASED
:- - P:(Tit--T;'1. 1 . '.
.:1 *: ;1574-74:: •II-, . 4 = ! ;12- ' ! . I !-31 IIIT l, , . ! 03,,*",c.,•-•.:,",•••'...
,
.4 j , I • - - .t - , 1 i 2 A'• , '•''',•'•-,••1 4ET...A., SP*CE=CP'2 5,:".S,
6,,,,,:,LL.,!'2.. _i,•;;: - - • ------•.•i,,"3'
,
i ` 1 7.--,•.- , -i -1 1 :1 1 ' r- ' i -X,'..,...._1 .,
i I —
r....._:_-
,,s,
A ',.
1 - ,
,I -
,'
' ' , • -'
::.r -'.,' . ' •+9.:,..-:.
- '
MAJOP TENANT ). .
MA,OR 7 FNANT Bs-,---- -.-------,---.
ldg 5
1-9
Bid g 7 . I .:. It' t I-tt ' I Pe t1 I 1
, :s GEVE.LOPEP
I '-• t r
B 43,279 SF irl ,
23 j , ' 23 p."2. Sis I •I
. I tig i 1 I i II_
t-! -, I .
, t.; s _• ,: - ossps.st
&Ill 7-7-----% C.I'r'r 1-1.1tt"
..3g.S,,,'..,.;,,,,,3,-, 2 oa 33
fil p , , -, ,
/,,,,,-,0=,3a.,.., ,3,..Or,.4_26.60
1> .7
11111 7-...-...H .7...77.,- 77,.0 6R3-9850 IC 5../ II ' ,,-, „ j I ; '•
>t T !
.‹! • • • t , ! T7 - il
-t
W! ! t
! ,
--,..-. `!--, 22 ::: -.... .
- tI
1111111#11 a..
I 11 1 I.
CC .
-
,
_
- -- .......,.. ....,
- --,:
- -, .......-,
. - ... -- ALL 6273,35:S ANL.' .P/0' FAA R53
!t __, ,,I. _ i.T. _ ,,. . ___JI.. _ _-___,,-,,' 1 , . itifi,P 0.C.: PA.,..T.13 ..,30 ',NE USES
MEN I i'-'-___ _ 11 '-', :f
FI t- t:
1 - i. I L. YL IL , , THESE.,0,1 2N 43,, 133 44-43 ARE
Mal , , ,
!
, !1 iD,...,- _ - ,T
I ,17';.-- 1 I.2
6, tt' 21 ss t- t
tr
11 ;,
1, V 1 7,._.,--- „,,,..,1,,,;, "....1-. mei= l'3A- ,r,,,- StiaECT TO ,,,,072,47ATION Al
I l D,v5ER S DISCRETION 2' A'A'A.
; -PARCEL T 71 1 a>7,242,s --- SS--=2 507lC5.
I . 12 sa Dag S-7 7! -, 1
, --. T, ad 23£1.37- ."_ — -
I .- 1;! cl - , ,,,, 4.,,,96 AC, . 7. ;,.. ..,,.,, A COsAmFACIAL PRO-IECT AT'
IIIIM *i
10 l ; _I!!
0110 ; I -!,.i! , ,
. I- ;, I,
I 1 I. - ., 11- - -- ' 4 _: 6
.. 1! 2'' - Bldg
.
,! _ _2_4 S EC OF PEARL AVENUE
Wok I I• 5 . t. , ,,
6
1; -
s, If- - -- - ., - -- ir - ---, = -, , -- ...=;.. 102o35” I
t ANC 02-1ANGE STRFFT
-, ' tb----- fa
Ii 1 ll - ! ' !!"! -4 -'
- 17, 1-•
. " P - c-- - - , 5: :
1: ._ i , , ;.,.,..., vR„..„6„,,D,1_,A,,,,,p`vp.72 5. C A
11.
_ . •, , Its ' --t,,
- i SITE
_ IT
,,
c-, - , . _i 6 - -1.
' .32. 1 I!_. '= l'., !6 Lt.; ''' J,_.,l'''._ l 6 7,!0 I 6 I ,
...„7 , ,, -I '7_,
r - - ---- -- -_-_- .11 =. _ _ _ , . ,__ am r
_
.-: ,
.....,_ .
' 1
;,..
A ; :-- _.__::_ -IJA
111
i ,i: r.. i •,..,"L____ ..t
----22,..! TIRrII:72:7255- ,5i-:712------
1.--
Bldg 1 . !,.! !k ' , I ' 1._El . -_ -
. , ,,,, '''-'..:7,1 -.A... . ---.,—,=.1:
6,490 SF , -1 ..,,,,.. .. . -_--1 -- P,...cf.t.:7 .,
I.;. 7 6oG Sg . 't , Bldg. 3 , --;..PA 4cEL.•
- 23 08,5.5 :1 : 7.847 Sr ,..„ .1.“Ac 1 7.,
1 ,.:,.., ,. :1,, , _ill: 73.. ,_,....,.5,236 SF.-0“ ..,_-I„,." ,,•ss,AC", ''t ___,,,,,2 ' BI-*AdgN. 2 -1.'.:-;:1":•:::— V\--z\'' ''
i-. --1 . PAP,EL 3 .--4 W .:('-:' --.,. .._,..`"./ i
.1f. \ r'73-,....-, ...,- .' '''l'i ,
' . / ' 1 ', .. ' I-; .,,:'",- ,
t t-s - ' (22 R,..4, .J.,,R I -t, ,.- , , A .;
._ ' = • 1 . .,,,r-A'A -AA r A . -------''A-A-----A-A\
1 - , ... .—
• • ..- . . 1
' ' ..,_ Palo ..
-••-', .` Orange Street Plaza
.. ,. .._ .
864 SF
__ ts
: • .....--..,
T I
2 5 sa sl ORANGE STREE .
,33
2A588 35
' .
I
a' weirmwerarat fir lib 4,MAA t-,2-55 51
A7-7,n
! firAgill .!14' + ,
A,r 1 I * fr-1. .1-nr- - ill -,*---,.. r- 11--N, Pw., 4 : T Ammon i it maw 1/1...---- ..—....a.........346111111111111•1
x g p...... ,/
A ri 1 L)i i I._1.._..0.-kt,....1 c. r L.1,-)1 1 A1k i - a :TO 50
.. ...i llialh. '. • 1 SCALE 1- 30.-4--"4:22TRIIS.4771:1:74:1tV7.47:.Bie.12.17:X.JT,7-',21.47,44.7 ",f4:72,T4.7043.a.,,,712,--4-,...-7•212,4!!!=-5-",11,54,5!- --.--,....t.e.,0,-,1,-.Lvd.11*,-,....-_,..-=,..;-1-,..'";;;•=7r4.-"r”,":-14-Z,A•• •••4.,'-^z..,*:••••••:r.-:;'•.--:-......1,7,--i•••••,.,74-x••• ....,..r.,.....r"_1.,•!.. .1--r,elt..-f ,,,..-.•=-,,r.,.•fqpomg:•4;::' te:12:.;„.,„:;,r";„fa,?-•:---4,.:•-... -t
...4 .>7- ••••!..,..-.... .„,...t.c•::;:•.-e-ZA.'•-•`!:=1.,_.„,-;f-,A. „,_„„„,_;•,•••=**74,7,5..•laZorST,*Z••.,,,Ai•7•!`.."A"'"7,..-I" ..i.."7.51::-Ati:1,41:•;•,,ZAtt•;:z..44,4,-,"'",- -•-•--"riu•;1,:!..t.:,,,:...471, 55:f1.11.- _ ,,,:=71,,-Fk ."..,.17,:_•,•••'- •...'".".'"•••-„„:"'"" :,..7. --1.,It1,-7,4:, 7.-:,--..ti• -•;:i:,---......•:-.,=.--.. .....,....-.......r.,-4,,,,„,.44-4.....,..-.;.,.."1-
------%.44-'--..-....---2.%,..71,-,..2.is-•-•..-"'2,4,--"-,-'f'--,71:--4,--,,,,,,Primi,-......72-42--....,....:,7,..,.--2-2,,,-'222 -::...:-.,R2-,,,,,,,...,,,--,R7,,,,>,,,,..,,,,..,t4.4t ...2„„„,,,,,,_,...,,,,,,,,,,,,,,,,,,,,,_,,,„..%.,„,,“,,,,,,,,,a,,,,,t!„,!„,j!,,,,,,,,,,,,_,,,,,„„,,,,,„,,,,,,„.„.„,,,,,,,,,,,..„,,,,„,,,„..„,,,,,,,„„„,,,!„_, „,..„,!,,,,,,,,s,‘,...„,,,,,„,„„‘„!„,.......„*„..,„*„......4..„,,„,!!!...„:„__
-4„.
' 7ft
EXHIBIT "C"
REFERENCE: Orange Street Plaza
Store Number or Address: 406 Orange Street, Redlands, CA 92374
EXHIBIT "C" TO LEASE dated 0 cf 0 6 c 13 , ?000 ,by and
between Kiwi Associates, LLC/OSA Associates 2, LLC ,Landlord,
and City of Redlands ,Tenant.
Tenant Address: P.O. Box 1025, Redlands, CA 92373 Phone: ( 909 ) 335-4761 .
The building and other improvements that are a part of the Leased Premises as referenced in Section 1 of the Lease
have been constructed by Landlord as of the date of this Lease.
A. Within fifteen (15) days following execution of this Lease, Tenant shall deliver plans and specifications with
respect to the Tenant's build-out of the interior of the Leased Premises, and all other related improvements, to Landlord. Said
plans and specifications shall conform in all respects with the agreements of the Landlord and as outlined in this Exhibit"C". In
the event Tenant does not deliver said plans and specifications as agreed herein, Landlord shall have the right, at its sole
discretion,to immediately cancel this Lease. Nothing herein contained shall limit any other remedy of Landlord.
B. Tenant accepts the Leased Premises in "As-Is" condition as of the date of this Lease. Landlord makes no
representation of the condition of compliance with building codes or other governmental regulations as they relate to the existing
improvements in the Leased Premises.
TENANT AGREES:
1. To fixturize the store in a manner comparable to a business of similar nature and in accordance with the
provisions of this Lease.
2, To furnish and install a sign in accordance with the provisions in Section 10 of this Lease and in conformance
with the sign criteria supplied by Landlord. Said sign shall be installed no later tha'h.sixty (60) days after
Tenant's Date of Possession of the Premises.
3. Tenant shall be solely responsible for all costs of any nature whatsoever related to demolition and removal of
any of the existing improvements, or to the design, construction and maintenance of Tenant's fixtures and
improvements.
4. Should Tenant elect to act as his own contractor,Tenant shall:
(a) File for and obtain all necessary permits and pay all fees required by appropriate governmental
agencies for the legal construction work required for the use and occupancy of the Leased Premises.
(b) Complete all improvements in a workmanlike manner per architectural drawings provided by Tenant
as approved by Landlord and appropriate governmental agencies.
(c) TENANT AGREES TO DELIVER TO LANDLORD "AS-BUILT" PLANS AND
SPECIFICATIONS WITIIIN FIFTEEN (15) DAYS FOLLOWING THE DATE OF ISSUANCE
OF A CERTIFICATE OF OCCUPANCY FOR THE LEASED PREMISES, IF ANY ARE
REQUIRED TO OBTAIN ANY BUILDING PERMIT NECESSARY FOR TENANT'S INTERIOR
WORK.
LANDLORD: TENANT:
KIWI ASSOCIATES, LLC/ CITY OF REDLANDS
OSA ASSOCIATES 2, LLC
By: KIWI ASSOCIATES, LLC,
a Virginia limited liability company
By: Triple Net Properties, LLC,
a Virginia limited liability company
its Manager
By ivAll
- By:
Name: Anthony W. Thompson Patricia Gilbreath, Mayor
Title: President
Byi
OSA ASSOCIATES 2, LLC (
orf• Poyzer, ,ryi l'Irk.
a Delaware limited liability company, ./ 7
By: O)' AS:'CIA E. LLC
a .
0 3 3 ci. ed •ility company,
7 I
By: . ik
ichae . Cohen
Title: anager
INDIVIDUAL CHANNEL LETTERS—I ' J-BOX BY C.C. �- GENERAL NOTES: ,o
220A,PANT-LOK SHEET METAL. �;
DARK BRONZE ROHM A HAAS 1 [ FLEX CONDUIT FROM SIGN I ,vL Il 1 THE PURPOSE OF THIS CRITERIA IS TO ESTABLISH THE MINIMUM SIGN STANDARDS NECESSARY TO INSURE
PLEXIGLAS FOR INTERNALLY UT LOCATION TO J-BOX BY C _
SIGNS.COLOR SUBJECT TO '!` SIGH CONTRACTOR. ��(777 COORDINATED,PROPORTIONAL EXPOSURE FOR ALL TENANTS. PERFORMANCE SHALL BE STRICTLY ENFORCED AND
LANDLORD APPROVAL = ; : Q j ANY NON-CONFORMING SIGNS SHALL BE REMOVED BY THE TENANT OR HIS SIGN CONTRACTOR AT THEIR EXPENSE
11.111 i 2 X FRAMING -� ❑ ' " " I I 2.EACH TENANT SHALL SUBMIT TO THE LANDLORD FOR APPROVAL TWO(2)COPIES OF A DETAILED SHOP DRAWING OF
P
HIS PROPOSED SIGN NDICATNG CONFORMANCE TO THESE CRITERIA.SUCH SUBMITALS SHALL INCLUDE BUT NOT BE
'v ! I LIMITED TO PERTINENT DIMENSIONS,DETAILS AND COLOR CALL-OUTS.
IN I
is_-- m '�� L� 3.THE TENANT SHALL PAY FOR ALL SIGNS AND THEIR INSTALLATIONS AND MAINTENANCE
i I
I CONTINUOUS IA ELECTRICAL^ I 4 THE TENANT SHALL SUBMIT LANDLORD APPROVED DRAWINGS TO ALL AGENCIES REQUIRING APPROVAL AND SHALL
E� RACEWAY TALL SIGNS
� PAY FOR THE REQUIRED APPROVALS AND PERMITS•
-
WNIED TO TENANT PANEL
ON TIME CLOCK)PAINT
5.ALL WORK SHALL SE OF EXCELLENT QUALITY.LANDLORD RESERVES THE RIGHT TO REJECT ANY WORK DETERMINED TO
t✓� FLAT BLACK. I 0, I j G-
_ �. • BE OF NSUFFiGENT QUALITY BY LANDLORD OR T} PROJECT ARCHITECT
�� F-I 6.ALL SIGNS AND THEIR NSTALLATION MUST COMPLY WITH LOCAL BUILDING AND ELECTRICAL CODES.LOCAL SIGN
i r"I ORDINANCES SHOULD BE CONSULTED FOR REQUIREMENTS NOT COVERED IN THIS CRITERIA.
SIGN DETAIL A (REQUIRED) • ! I 7 TENANT SHALL BE RESPONSIBLE FOR PENETRATIONS,LEAKS.AND/OR DEFACEMENT CAUSED BY HIS SIGN CONTRACTOR.
I
8 140 ANIMATED.FLASHNG.OR AUDIBLE SIGNS WILL BE PERMITTED
p r r ,P tr r r SECTION 1 SIGN A 9 NO EXPOSED TUBING LAMPS WILL BE PERMITTED
t0.NO EXPOSED RACEWAYS.CROSS OVERS.CONDUITS.CONDUCTOR,TRANSFORMERS,ETC..SHALL BE PERMITTED.
o 1 >
111111�� 11.SIGN CONTRACTOR SHALL PROVIDE NECESSARY FASTENINGS AND BRACINGS TO SECURELY INSTALL THE SIGN
rri .....,_
lE
SPECIFICATIONS:
MAX 70°6 LEASE TYPE"A"(REQUIRED)
- �- TYPE "A"- TENANT SHALL BE REQUIRED TO INSTALL ONE(1) SIGN COMPRISED OF'ACE FRONTAGE INDIVIDUAL INTERNALLY ILLUMINATED CHANNEL LETTERS, AND ALL LETTERS SHALL BE
1 n c'7 �; CONSTRUCTED OF 22 GA.PAINT-LOKDARK BRONZE SHEET METAL WITH AUTOMOTIVE
}O..O }p� a. ENAMEL FINISH,ROHM AND HAAS PLEXIGLAS SHALL BE USED FOR INTERNALLY ILLUMINATED
co
LETTER FACES.COLOR SELECTED BY TENANT SUBJECT TO LANDLORD AND CITY APPROVAL.
F0. N _ j LETTERS TO BE A MAXIMUM 24'HIGH AND A MINIMUM 18'HIGH.FOR SIGNS WITH CAPITAL
O NUM
r 111'",[3]� AND LOWER CASE LETTERS THE LEADING LETTER MAY BE 28'MAXIMUM,AND LOWER CASE
LETTERS MAY BE 24'MAXIMUM.INDIVIDUAL LETTERS TO BE 5'DEEP. THE MAXIMUM
tv
r
, ALLOWABLE SQUARE FOOTAGE FOR EACH TENANT WILL BE ONE (1)SQUARE FOOT OF SIGN
AREA FOR EACH LINEAL FOOT OF LEASED FRONTAGE,AND IN NO CASE SHALL THE SIGN
WIDTH EXCEED TO%OF THE OVERALL LEASE FRONTAGE.
- , -i"-� TYPE "B" SIGN:(OPTIONAL) (SIMILAR TO TYPE"A")
IL:FL
TYPE "B"- A TENANT FRONTING ON A STREET AND PARKING LOTS WILL BE PERMITTED
IIII I ONE (1) AUXILIARY SIGN ON THE WALL ADJACENT TO THE STOREFRONT,NOT TO EXCEED
11111
I 16SF.
—__ - �� TYPE 'C"SIGN: (REQUIRED)
11
— TYPE"C"-REAR SERVICE DOOR:
TENANT SHALL IDENTIFY SERVICE DOOR FOR DELIVERY AND EMERGENCY PURPOSES
ELEVATION - SIGN A (REQUIRED) ELEVATION - SIGN A (REQUIRED) ONLY. SIGN SHALL NOT EXCEED 2 SF.SHEET METAL PLAQUE AFFIXED TO THE REAR DOOR
• > • • :3 WITH A MINIMUM OF 4 SELF TAPPING SHEET METAL SCREWS.PLAQUE SHALL BE PAINTED
��61.1 .1.1111
r FRAZEE CREATIVE COLORS NO. 5880W 'WINTER MIST"ENAMEL.LETTERS MUST BE 4'
sc.Ec-- •=1--a' """'"'-'' HIGH BLACK,BLOCK PRINT.
BLDG.MO.4
` '
,.r i•--r3r..- 19-4. »-r ,.r: Err '7-, /,r.'7.•.
r Ora etre' ,Plazs
1
7 �.
,r- ,r- ,r- ,r- ,.e- r ;� 4/26/88 as
,r.-I III-.,ikis I>ar� , r{ I'I„._e..r > a.'"p.m} —-,,.r 4/13/88 ST
1A
3/7!88 ST
m^*"�P"*°— SCALE: 1'=20•-0- DEVELOPER: 2/26/88 ST
PARTIAL SIGNAGE ■ �■I�� Can+•.DIV11cVmIM `�� N R1TERlA 87-730
LOCATION PLAN ` raLp369 San Mlqual DNVI.Sults 100mc ■i ..._- ' .\` 0 20 40 t70 700 N.�)ort an tuch.�CIIMomt4 92660 „au rlll
pert owitz
ruin, Inc_ w_, _ ._....._ ........
SPECIFICATIONS: (CONTINUED)
24 --- TYPE SIGN(OPTIONAL) ,r
—..__ TYPE V'-PEDESTRIAN TENANT SIGNS: TENANT SHALL BE ALLOWED TO PLACE ONE(1)DOL8L.E FACE)
SAM)BIASTED)WOOD CF CEIAA SIGN,VA-ICH SHALL BE HUNG FROM A WALL OR CELNG BRACKET, ,
ON THE STOREFRONT,NEAR THE MAN ENTRY TO THE TENANTS LEASE SPACE THE SIGN SHALL BE A
I MAXIMUM OF 3 SF.(1x3)PER DETAIED DRAWNGS H)COLOR TO BE HRPANTED SUBJECT TO
b LANDLORD AND CITY APPROVAL THS SIGN W L NOT BE CONSDEREO AS PART OF THE ALLOWABLE
I
Q TENANT SOUAAE FOOT ALLOWANCE FOR SIGNS,
, _ NAME I TYPE''E SiC�t(OPTIONWL)
TYPE E-BUSEESS I-IOLRS GRAPHICS%w'I)OW SIGNAGE: TENANT SHALL BE ALLOYED TO DISPLAY
BUSS'ESS HOURS,TELEPHONE NUMBERS,APPROVED CREDIT CARDS,ETC.ON TIE PANEL OF GLASS
ADJACENT TO THE RIGHT-HAND SCE OF THE DOOR OPETWG WITH A MAXM 11-EIGiT OF 1'LETTERS
COMPRISED il OF GOLD MYLAR ALL COPY SHALL BE FLUSH LEFT,1"FROM SCE OF WIDOW Alt)
4 BOTTOM OF WNDOW MULLION. NO OTI-ER SGNAGE SHALL BE ALLOWED PI(XLCrc BUT NOT!JARED
DOOR SIGN DETAIL (REQUIRED) T°TEMPORARY sIGHs SALES S A11)PROC4JCT WITHOUT WRITTEN
LAIDLOFE APPROVAL
o r r aI r r-.' r r
REAR ELEVATION TYPICAL, .... , „ , ,. ,
aa
1
•—a_–�_ i__.__a__a__i__�__a_
w I 1
n'-a m• "' 3" HANG SIGN W/CHAIN(PAINTED)FLAT BLACK I'
I'D MIMI Oawa ' a.oa' ORGY WROUG(PAINTED)
BLACK BRACKETOE I
N tY- I /V-, BY LANDLORD.
FLAT BLACK,TYPE TO BE APPROVED -
ar-a rd Liss L i ore31"v.'{ n'-n III. BY LANDLORD.
0 ! Cr`(w a.on MP)
r"hsigni
I 110oCiLD
SIGNAGE LOCATION BLDG.8 DOUBLE FACED SANDBLASTED
4444-���� iNI
REDWOOD OR CEDAR(3-THICK).
1.1 N34.73/31,
IV X 76'MAXIMUM.ORE SIGN 3(41.701034.6•
! PER TENANT.DESIGN SUBJECT 1111
TO LANDLORD APPROVAL. = T
CP MIMMUM 6•-0'CLEARANCE TO
UNDERSIDE OF SIGN. '
wit </,c a X.n in l ll i/%r S ii .&L r ,. ,
,�_.__ _.�_.__.__�,__,a�_ r SIGN DETAIL D (OPTIONAL)
0
r-rr1- r-tis'-t ,r-r. Ir-„v r r r lel-1. vt o r r r rr n• r r
t Or enc,a(On
.. SIGNAGE LOCATION BLDG. t°'0.10.4 mrJ •nn ARE a+r.a.
••Soros.,
`-
ri o b
y
vo L b D' MPH, ' ,..--
`,1
- JjLJ ' E ; Cts li!!! .. .Plaza
e°� SIGN CRITERIA 2 vee ST
A + a Timor»w { DEVELOPER: 26/
all� � '�IPS\ IP
1.—
Cantor D.c.lot en(
87-730
:,4 �, SIGNAGE LOCATION BLDG.2 SIGNAGE LOCATION BLDG.8 f I~ I1 II 369 San Miguel Drive,Sults 100 MUSH
'I Newport Basch. N Galltpm92660 r�orrlti
(714)e4o-em parR
ruin, Inc.
EXHIBIT "E"
STATEMENT OF TENANT RE: LEASE
City of ledlands
is the Tenant, and Kiwi Associates, LLC/OSA Associates 2, LLC
is the Landlord, under that certain Lease dated OC.10602-- 1 3 ,2000, for a 21 foot x 71' 4" foot store
located at 406 Orange Street, Redlands, CA 92374
in the Orange Street Plaza Shopping Center.
Tenant hereby certifies that:
1. The Lease is presently in full force and effect, unmodified and with no uncured defaults and with no acts or
omissions having occurred which, but for the passing of time or giving of Notice, would be a default under the Lease; and
that there is no charge, lien or claim of offset against future rents or other sums to become due under the Lease.
2. The term of the Lease commenced on November 1, , 2000, to run for a period of 3 years.
3. The Tenant is in full and complete possession of the demised Premises, such possession having been delivered by
Landlord and having been accepted by the undersigned Tenant; that Tenant is paying minimum monthly rental in
installments of$ , which commenced to accrue on the day of
2000; that the percentage rent under the Lease is N/A % of gross sales, less the aggregate amount of the minimum
guaranteed monthly rental previously paid by Tenant, and the percentage rent has been paid to and including the period
ending ; that common area maintenance charges have been paid to and including the period
ending ; that all tax reimbursements have been paid to and including the period ending
;that no rents have been prepaid; that there are no existing defenses which the undersigned Tenant has
against the enforcement or validity of said Lease or any of the terms thereof or any claim against Landlord which might be
set off or credited against future accruing rents.
4. A Security Deposit in the amount of$ None is being held by Landlord.
5. All obligations and conditions under said Lease to be performed by Landlord have been satisfied.
6. The undersigned Tenant has received no notice of prior sale, transfer, assignment or pledge of the said Lease or
of the rents secured therein.
7. The undersigned Tenant is executing this document with the express knowledge that
is relying upon the representations made herein.
a
DATED this day of
By:
By:
"TENANT"
7 nanrs Ininnis iii Landlord's lad s