HomeMy WebLinkAboutTutelian Holdings I, LLC - Agreement - Planning & Development Dept - 2-28-20232400 B U I L Q I ICI G AT ® C""cCENTER
2440 Tulare Street
Fresno, California
Office Lease
[Triple Net]
Tenant:
Citv of Fresno, California
a Municipal Corporation
through its
Planning and Development Department
Landlord:
Tutelian Holdings I, LLC
By
Civic Center Square, Inc.
a California Corporation, Managing Member
Lease Date: J
Premises Address: 2440 Tulare Street, Suite 430
Table of Contents
ARTICLE 1 - INTRODUCTORY PROVISIONS.................................................................... 1
1.01 FUNDAMENTAL LEASE PROVISIONS................................................................................. 1
1.02 EXHIBITS ...................................................
1.03 ADDITIONAL DEFINITIONS............................................................................................... 3
ARTICLE 2 - PREMISES, BUILDING AND COMMON AREAS ....................................... 3
2.01 PREMISES............................................................................ ............................ 5
2.02 COMMON AREAS .............................................................................................................. 5
ARTICLE3 - LEASE TERM..................................................................................................... 5
3.01 INITIAL TERM ................................................................................................................... 5
3.02 OPTION TO EXTEND......................................................................................................... 5
ARTICLE4 - RENT................................................................................................................... 7
4.01 BASE RENT...................................................................................................................... 7
4.02 RENTAL ADJUSTMENT..................................................................................................... 7
4.03 ADDITIONAL RENT........................................................................................................... 7
4.04 INTEREST AND LATE CI-IARGES........................................................................................ 7
4.05 PAYMENT OF RENT.......................................................................................................... 7
ARTICLE 5 - BUILDING OPERATING COSTS................................................................... 8
5.01 TENANT'S OBLIGATION TO PAY TENANT'S PROPORTIONATE SHARE OF OPERATING
COSTS.......................................................................................................................................... 8
5.02 BUILDING OPERATING COSTS.......................................................................................... 8
5.03 EXCLUSIONS FROM BUILDING OPERATING COSTS........................................................... 9
5.04 TENANT'S PROPORTIONATE SI-IARE.................................................................................. 9
5.05 CALCULATION OF BUILDING OPERATING COSTS AND PORTION THEREOF TO BE PAID BY
TENANT AS ADDITIONAL RENT.................................................................................................. 10
5.06 DISPROPORTIONATE USE ............................................................................................... 10
ARTICLE 6 - SECURITY DEPOSIT...................................................................................... 10
6.01 PAYMENT OF SECURITY DEPOSIT................................................................................... 10
6.02 APPLICATION OF SECURITY DEPOSIT........................................................ ...... 10
...............
6.03 BANKRUPTCY................................................................................................................ 11
6.04 TRANSFER OF LANDLORD'S INTEREST........................................................................... 11
6.05 ADJUSTMENT................................................................................................................. 11
ARTICLE 7 - USE OF PREMISES............................................................ ......................... 10
ARTICLE 8 - UTILITY, JANITORIAL AND OTHER SERVICES ................................... 11
8.01 SERVICE TO BE PROVIDED BY LANDLORD...................................................................... 11
8.02 SERVICES TO BE PROVIDED BY TENANT......................................................................... 12
ARTICLE 9 - ALTERATION AND REPAIRS...................................................................... 11
ARTICLE10 - INSURANCE.................................................................................................. 14
10.01 TENANT INSURANCE...................................................................................................... 14
10.02 COMPREHENSIVE GENERAL LIABILITY INSURANCE....................................................... 14
10.03 PHYSICAL DAMAGE INSURANCE.................................................................................... 14
10.04 WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE ......................... 14
10.05 FORM of POLICIES......................................................................................................... 14
10.06 SUBROGATION............................................................................................................._.. 14
10.07 ADDITIONAL INSURANCE OBLIGATIONS........................................................................ 15
ARTICLE 11 - CASUALTY DAMAGE AND RECONSTRUCTION ................................. 15
11.01 DEFINITIONS.................................................................................................................. 16
11.02 INSURED Loss...............................................................................................................16
11.03 UNINSURED Loss..............................................................................................................16
11.04 OFFICE BUILDING TOTAL DESTRUCTION....................................................................... 16
11.05 DAMAGE NEAR END OF TERM ..................... .......................................................... 17
11.06 ABATEMENT OF RENT.................................................................................................... 17
11.07 RELEASE FROM LIABILITY............................................................................................. 17
Initials: 11
Lr1. LORD
11.08 WAIVER OF STATUTORY RIGHTS of TERMINATION ................... ................ :................... 17
ARTICLE 12 - DEFAULT; REMEDIES ........is
..............
12.01 TENANT'S DL[.Auui.............
12.02 LANDLORD'S I [EMl'sDIES UPON �Ei1--AUL•1,....................,.................................................
18
...................................................................... 18
12.03 APPOINTMENT or A RL'•Ci31VL1t...............
12.04 LANDLORDS RICi[•i-[, I'O CIJRE T]'sNAN'l"S'DI:FAULI......................................................... 19
EVAN'[''s RI:I1VI13UitSL'•'1ufEN'1'........................................................................ 20
12.05 Tc
......................................................................... 19
ARTICLE 13 - SUBORDINATION AND MORTGAGES .................................................... 20
ARTICLE 14 - NONWAIVER...............................................
ARTICLE 15 - ASSIGNMENT AND SUBLETTING..........20
..........................
ARTICLE 16 - SURRENDER OF PREMISES .......................................
16.01 SURRENDER OFPREMISES ...................... ........................................................................ 22
16.02 REMOVAL or TRADE FIXTURES ......
ARTICLE 17 -HOLDING OVER ............................................................................................ 23
ARTICLE 18 - ESTOl'1'EL CERTIFICATE...........................................'............................, 23
........................................................... 23
ARTICLE 19 — CONDEMNATION ................
ARTICLE 20 - RULES AND REGULATIONS ..........................................
ARTICLE 21— SIGNS ...........................................
ARTICLE 22 - ENTRY BY LANDLORD .............
ARTICLE 23 - ATTORNEY FEES
Al2TICLE 24 -ARBITRATION OF DISPUTES ................................................................... 25..................................................... 25
ARTICLE 25 - TENANT PARKING ....................
ARTICLE 26 - GENERAL PROVISIONS ............................
26.01 CAPTIONS ................................................................. ZG
26.02 "LANDLORD" AND "TENANT"........................................................................................ 26
................................................................,................ 26
26.03 "PERsolvs" .............................................................................................. 26
26.04 NONEXCLUSIVE REMEDIES .............
26.05 INDEPENDENT COVENANTS............................................................................................ 26
26.06 SUCCESSORS AND ASSIGNS...................................................... .................... 26
26.07 ENTIRE AGREEMENT....... ............................ .................................................. 27
26.08 TIME ................... ............... .......................... 27
26.09 SEVERANCE................................................................................................................... 27
26.10 NO'TICES....................................................................................27
26.11 AUTHORITY OF PARTIES..........................................................................................' 27
26.12 BROILERS .............. ................,.,...._..............,............................................... 27
26.13 INTEGRATION................................................................................................................. 27
26.14 JOINT AND SEVERAL...................................................................................................... 27
............................................................................................. 28
26.15 FORCE MAJEURE ..............
.. ... .. ............. ............................�.................. 28
26.16 BUILDING NAME AND SIGNAGE .....................................................................................28
26.17 LANDLORD EXCULPATION...........................................................- ............................... 29
26.18 HAZARDOUS MATERIAL .............................................................................................. 29
26.19 NO DISCRIMINATION................:.................................................................................... 29
26.20 GOVERNING LAWS .............................................................................................._.....28
26.21 SUBMISSION or LEASE .............. ......................................................................... 29
u Initials: H
LAN RED TE i
OFFICE LEASE
2440 TULARE BUILDING
THIS LEASE IS MADE AS OF TIC V DAY OF FEBRUARY 2023
BY AND BETWEEN
TUTELIAN HOLDINGS 1, LLC, a California limited liability company ("LANDLORD"),
AND
CITY OF FRESNO, CALIFORNIA, a municipal corporation, through its
Planning and Development Department ("TENANT")
NOW THEREFORE, in consideration of the payment of rent and the performance of the
covenants contained herein on the part of Tenant and Landlord, the parties hereto agree as fol-
lows:
ARTICLE 1 - INTRODUCTORY PROVISIONS
1.01 Fundamental Lease Provisions.
The following fundamental lease provisions are presented in this Paragraph to facilitate
convenient reference by the parties hereto, and, unless otherwise hereinafter defined, the terms
set forth below, whenever elsewhere referred to in this Lease, shall have the meaning set forth in
this Paragraph 1.01.
(a) Premises:
The "Premises" shall mean a portion of an office building located at 2440 Tulare Street,
Fresno, California (the "Building") on land legally described on Exhibit "A" attached
hereto (the "Land"). Exhibit "A-1" is a site plan indicating the current location of Land-
lord's improvements upon the Land, including the Building, Parking Structure and
common areas, together the "Project". The Premises shall be on the fourth -floor in the
location shown on Exhibit "A-2". The Premises has a street address of 2440 Tulare
Street, Suite 430, Fresno, California 93721.
(b) Landlord's Wort: and ❑eIivery of the Premises:
Landlord's Work and delivery of the Premises shall be as set forth in Exhibit "C". The
procedure for the Tenant Improvement work is as set forth in Exhibit "C".
(c) Rent Commencement Date:
The Rent Commencement Date and the date the Premises are delivered to Tenant shall be
March 1, 2023. The Term Commencement Date, the Rent Commencement Date and the
Expiration Date of this Lease shall be set forth in Landlord's Notice of Certain Term
Dates, which shall be in the form set forth in Exhibit "B" and shall be delivered to Ten-
ant by Landlord promptly following the determination of the Rent Commencement Date.
(d) Term:
The "Term" of this Lease shall mean the period of time commencing as of the date Land-
lord delivers and Tenant accepts possession of the Premises (the "Term Commencement
Date") and continuing thereafter until One (1) year following the Rent Commencement
Date (plus, if the Rent Commencement Date is not the first day of a calendar month, the
partial calendar month including and immediately following the Rent Commencement
Date). The Rent Commencement Date and Expiration Date of this Lease shall be set
forth in Landlord's Notice of Certain Term Dates, which shall be in the form set forth in
Exhibit "B" and shall be delivered to Tenant by Landlord promptly following the deter-
mination of the Rent Commencement Date.
Initials: //
Ln ,ORD TE NT
(e) Base Rent:
Beginning on the Rent Commencement Date, Base Rent for the Term shall be Five Thou-
sand Nine Hundred Seventy One Dollars and 25/100 ($5,971.25) per month.
(f) Tenant Improvement Allowance:
N/A
(g) Use:
Limited to general office use and purposes incidental thereto as more fully set forth in
Article 7 of this Lease.
(11) Security De )osit:
N/A
(1) Advance Rent:
Concurrently with execution of this Lease, Tenant is paying to Landlord an amount equal
to the sum of the first month's Base Rent plus one (1) month of estimated Tenant's Pro-
portionate Share of Building Operating Costs, an amount of Nine Thousand Nine
Hundred Twenty -Six and No/100 Dollars ($5,965+$3,961), which shall be applied to the
Base Rent due for the first full calendar month following the Rent Commencement Date.
Landlord's signature herein below acknowledges receipt of this payment.
0) Building Operating Costs:
This Lease is a Triple -Net (NNN) Lease wherein Tenant, in addition to Base Rent, pays
as Additional Rent its proportionate share of building Operating Costs, including utilities
and janitorial service within the Premises, on a monthly basis. Tenant shall pay its Pro-
portionate Share of Building Operating Costs, as set forth in Article 5 of this Lease,
monthly as Additional Rent commencing upon the Term Commencement Date.
(k) Tenant's Proportionate Sham:
Tenant's Proportionate Share of Building Operating Costs shall be as set forth in this
subparagraph ("Tenant's Proportionate Share of Building Operating Costs"). Tenant's
Proportionate Share of Building Operating Costs which relate to the Project, as defined in
Article 1.03, is the percentage determined by computing the proportion that the rentable
square feet of the Premises bears to the total rentable square footage in the Project. Ten-
ant's Proportionate Share of the Project, is 4.89%. Tenant's Proportionate Share of the
Building, is the percentage determined by computing the proportion that the rentable
square feet of the Premises bears to the total rentable square footage of the Building.
Tenant's Proportionate Share of the Building is estimated to be 5.48%. Tenant shall pay
its Proportionate Share of Building Operating Costs monthly as Additional Rent com-
mencing upon the Term Commencement Date.
(1) Parking:
In addition to the Premises, Tenant shall have the right to rent on a monthly basis in the
adjacent Parking Structure (as hereinafter defined), the N Street Parking Pavilion, up to
five (5) non-exclusive parking spaces per one thousand (1,000) square feet of rentable ar-
ea in the Premises. Such parking spaces are provided at a tenant -discounted monthly
rate, currently Eighty and No/100 Dollars ($80.00) per space, to be paid monthly, as
Additional Rent, commencing with the Term Commencement Date. Tenant shall arrange
for parking in the Parking Structure directly with the parking structure manager, currently
LAZ Parking. Tenant may contact LAZ Parking directly regarding the availability of
discounted parking for visitors.
2 Initials:
LA ORI7 JTN�T
(m) Guarantor:
N/A
(n) Brokers:
Tenant represents, warrants, acknowledges and agrees that it has dealt with no commer-
cial real estate broker in connection with this Lease.
(o) Landlord's Address:
906 "N" Street
Suite 200
Fresno, California 93721
Facsimile Number: (559) 485-1150
(p) Tenant's Address:
City of Fresno
Planning and Development Department
2440 Tulare Street
Suite 430
Fresno, California 93721
Email: philiD. 5ker 9 fin na,a#V
FEW
Georgeanne White
City Manager
2600 Fresno Street, Rm 2064
Fresno, CA 93711
Georgeanne.White@fresno.gov
1.02 Exhibits.
The following documents are attached hereto as exhibits and hereby incorporated herein
and made a part of this Lease:
Exhibit "A" Legal Description of the Land
Exhibit "A-1" Site Plan of the Project
Exhibit "A-2" Premises Floor Plan
Exhibit "B" (Form of) Landlord's Notice of Lease Term Dates
Exhibit "C" Allocation of Tenant's and Landlord's Work,
Exhibit "D" Rules and Regulations
Exhibit "E-1" (Form @ Subordination, Nondisturbance and Attornment Agreement
Exhibit "E-2" (Form of) Estoppel Certificate
Exhibit "F" (Form of) Guaranty N/A
Exhibit "G" Addendum: Special Provisions N/A
1.03 Additional Definitions.
In addition to the definitions set forth in Paragraph 1.01 and elsewhere in this Lease, the follow-
ing terms as used in this Lease shall have the following meanings:
3 Initials: 1
LA LORt7 T N NT
(a) Project Common Areas:
The common areas of the Project shall include areas within the Project which are
exterior to the Building, including the Land and the Parking Structure, but not the
areas within the Parking Structure which are the premises of other tenants (the "Pro-
ject Common Areas"). The Project Common Areas are for the benefit and non-
exclusive use of all tenants of the Building, including Tenant, and tenants of the
Parking Structure, as well as, on a limited basis, users of the Parking Structure who
are neither tenants of the Building nor the Parking Structure. Landlord shall have
the right to reasonably regulate and restrict the Project Common Areas for the bene-
fit of tenants of the Project and users of the Parking Structure.
(b) Building, Can1111en Areas:
The `Building Common Areas" are all floor areas within the Building which are not
within the Premises, nor the premises of other tenants. Building Common Areas in-
clude lobbies of the Building, corridors, restrooms not located within any premises,
stairwells, elevators, electrical and janitorial closets. Landlord shall have the right
to reasonably regulate and restrict the Building Common Areas for the benefit of
tenants of the Project.
(c) Parking Structure:
The term "Parking Structure" shall mean the five -level parking structure within the
Project. The Parking Structure is for the use of tenants of the Building, including
Tenant as provided in Paragraph 1.01 of this Lease, tenants of the Parking Structure
and certain other non -tenant users of the Parking Structure. Landlord shall have the
right to reasonably regulate and restrict use of the Parking Structure for the benefit
of tenants of the Project and users of the Parking Structure.
(d) Rentable Area:
The "Rentable Area" of the Building includes the floor area within the premises of
all tenants, or which are intended by Landlord to be leased to tenants of the Build-
ing, plus all Building Common Areas, but not the areas of vertical penetrations of
floors within the building (elevators, stairwells and duct chases). The Rentable Ar-
ea of each tenant within the Building, including Tenant, includes the floor area of
the premises of such tenant plus the Building Common Area, less the vertical pene-
trations, allocated to each tenant.
(e) Building:
The term "Building" shall mean the four (4) story office building within the Project.
The Building contains the Premises and the Building Common Areas.
(f) Additional Rent:
"Additional Rent" as that term is used in this Lease shall mean rent Tenant pays to
Landlord in addition to Base Rent, and shall include Tenant's Proportionate Share
of Building Operating Costs, Tenant's monthly payment for parking ("Parking
Payment"), and any other sums required to be paid by Tenant to Landlord hereun-
der.
(g) Consumer Price Index.
The Consumer Price Index ("CPI") as that term may be used in this Lease means
the Consumer Price Index — All Urban Consumers (1982-84=100) as published
monthly by the United States Government Bureau of Labor Statistics.
4 Initials: J
LA ORD TE NT
ARTICLE 2 - PREMISES, BUILDING AND COMMON AREAS
2.01 Premises.
Upon and subject to the terms set forth in this Lease, Landlord hereby leases to Tenant
and Tenant hereby leases from Landlord for its exclusive right of possession and use the Premis-
es set forth in Paragraph 1.01 of the Lease. The Premises are a part of the Building set forth in
Paragraph 1.01 of the Lease. By occupying the Premises, Tenant acknowledges that the Premis-
es are acceptable and as agreed upon. Landlord hereby advises Tenant that the Premises have
not been inspected by a Certified Access Specialist ("CASp"). A CASp can inspect the Premises
and determine whether the Premises comply with all of the applicable construction -related acces-
sibility standards under state law. Although state law does not require a CASp inspection of the
Premises, Landlord may not prohibit a lessee or tenant from obtaining a CASp inspection of the
Premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the
lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner
of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making
any repairs necessary to correct violations of construction -related accessibility standards within
the Premises.
2.02 Common Areas.
Tenant shall have the non-exclusive right to use in common with other tenants in the
Building and Parking Structure, and subject to the rules and regulations referred to in Article 20
("Rules and Regulations") of this Lease, those portions of the Building and Project Common
Areas provided, from time to time, for use in common by Landlord, Tenant and any other tenants
of the Building and Parking Structure, whether or not those areas are open for use by the general
public. The Building Common Area and Project Common Areas are jointly referred to herein as
(the "Common Areas".
2.03 Landlord's Use and Operation of the Building and Coiiimoji Areas.
Landlord reserves the right from time to time with 24 hours notice to Tenant (i) to close
temporarily any of the Common Areas; (ii) to make changes to the Common Areas, including
without limitation, changes in the location, size, shape and number of street entrances, drive-
ways, ramps, entrances, exits, passages, stairways and other ingress and egress, direction of
traffic, landscaped areas and walkways, and (iii) to do and perform such other acts and make
such other changes in, to or with respect to the Common Areas as Landlord may, in the exercise
of sound business judgment, reasonably deem to be appropriate.
ARTICLE 3 - LEASE TERM
3.01 Initial Term.
The term of this Lease (the "Term") shall be as set forth in Paragraph 1.01 of the Lease.
The term "Lease Year" as used herein shall mean each consecutive twelve (12) month period
beginning with the first day of the first full calendar month following the Term Commencement
Date, unless the Term Commencement Date occurs on the first day of a month in which case the
Lease Year will be the first year of the Term beginning with the Term Commencement Date.
The Term Commencement Date, Rent Commencement Date and Expiration Date of the Lease
shall be set forth in Landlord's Notice of Lease Term Dates, which shall be as set forth in Exhib-
it "B" and shall be delivered to Tenant by Landlord promptly following the determination of the
Rent Commencement Date.
3.02 Ogtion to Extend.
Tenant shall have the option to extend the Term as is set forth in Article 1.01, if any, on
the same terms and conditions set forth in this Lease, except that the Base Rent shall be adjusted
for each Option Term in accordance with this Article and as may be amended or modified by the
provisions of Exhibit "G" hereto. Each renewal Option must be exercised by Tenant giving
Landlord irrevocable written notice of such exercise (a) during the Term (as the same may have
been previously extended pursuant hereto), and (b) after the date that is three him red sixty (360)
days prior to, and before the date that is one hundred eighty (180) days prior to, # e expiration p
5 Initials:
LA ORD TE NT
the Tenn (as the same previously may have been extended pursuant hereto) (each such written
notice is referred to as an "Option Notice"); provided, however, that at Landlord's election such
renewal Option shall be deemed not to be properly exercised by Tenant notwithstanding the
proper giving of such Option Notice if, as of the date on which Landlord receives the Option
Notice, or at any time thereafter through the end of the initial Lease Term or then current Option
Term (whichever is applicable), Tenant is in default of any of its representations, warranties,
covenants or obligations under this Lease. If an Option Notice is not properly given, or if a
renewal Option is not exercised properly by Tenant, all subsequent Options to renew the Term of
this Lease, if any, thereupon shall expire and be mill and void for all purposes hereunder. If the
Option to renew hereunder is properly exercised by Tenant, the Term of this Lease shall then be
deemed to include the Option period for which the option has been properly exercised.
3.02.1 Base Rent During Option Term. If Base Rent during the Extended (Op-
tion) Term is not set forth in Exhibit "G", Addendum, then upon receipt of the Option
Notice, Landlord and Tenant shall attempt to negotiate the Base Rent payable during the
Option Term. If Landlord and Tenant cannot agree to such Base Rent payable during the
Option Term within ninety (90) days before the expiration of the initial Term, this Lease
shall expire at the end of the initial Term. If the parties agree on the Base Rent for the
Option Term before such time, they shall immediately execute an amendment to this
Lease stating the Base Rent. If rent for the Option Term is to be based on Fair Market
Rent, then in that event, rent for the Option Term shall be determined in accordance with
the procedure set forth below, otherwise this Lease shall expire at the end of the then cur-
rent term. The results of the procedure below notwithstanding, the Base Rent in the first
year of the Option Term shall not be less than 95% of the Base Rent in the immediately
preceding year.
3.02.2 Determination of Fair Market Rent. Prior to the ninetieth (901") day before
Term Expiration, Landlord and Tenant shall each have submitted to the other party their
determination of Fair Market Rent for the first year of the Option Term. If the higher De-
termination is not more than one hundred five percent (105%) of the lower
Determination, then the Fair Market Rent shall be the average of the two Determinations.
Otherwise, within ten (10) days after the parties exchange Landlord's and Tenant's De-
terminations, the parties shall each appoint an arbitrator who shall be a licensed
California real estate broker with at least ten (10) years' experience in leasing commercial
office space similar to the Building in the Fresno area immediately prior to his or her ap-
pointment, and be familiar with the rentals then being charged in the Building and in
Comparable Buildings. Within ten (10) days following their appointment, the two arbi-
trators so selected shall appoint a third, similarly qualified, independent arbitrator who
has not had any current or prior business relationship with either party (the "Independent
Arbitrator"). _Within five (5) days following notification of the identity of the Independ-
ent Arbitrator so appointed, Landlord and Tenant shall submit copies of Landlord's
Determination and Tenant's Determination to the three arbitrators (the "Appraisal Pan-
el"). The Appraisal Panel shall, by majority vote, select either Landlord's Determination
or Tenant's Determination as the Fair Market Rent for the applicable Extension Term,
and shall have no right to propose a middle ground or to modify either of the two pro-
posals or the provisions of this Lease. In no event will the Base Rent for the first year of
an Extension Term be less than ninety-five percent (95%) of the Base Rent in the year
immediately preceding such Extension Term, nor will the Base Rent for the Option Term
be greater than 105% of the higher Determination. Beginning with the second year of
any Extension Term and each year of the Term thereafter the Base Rent shall be adjusted
annually in accordance with the Consumer Price Index — All Urban Consumers (CPI-U)
The Appraisal Panel shall render a decision within thirty (30) days after appointment of
the Independent Arbitrator. The decision of the Appraisal Panel shall be final and bind-
ing upon the parties. Each party shall pay the fees and expenses of the arbitrator
designated by such party, and one-half of the fees and expenses of the Independent Arbi-
trator.
3.02.3 if the Fair Market Rent is not determined prior to commencement of the
applicable Extension Term, Tenant's monthly payments of Base Rent shall continue at the
then current rate. Within thirty (30) days following determination of the Fair Market
Rent, Tenant shall pay to Landlord, or Landlord shall pay to Tenant, the amount of any
deficiency or excess, as the case may be, in the Base Rent previously paid by Tenant.
Initials: !1
LAA L/O R ED JE� "I•
ARTICLE 4 - RE
4.01 Base Rent.
Tenant shall pay the Base Rent, set forth in Paragraph 1.01 of this Lease during the Term
of this Lease (including renewals or extensions thereof, if applicable), commencing as of the
Rent Commencement Date in consideration of Tenant's use and occupancy of the Premises. In
accordance with Paragraph 1.01, Tenant shall pay Base Rent specified therein in advance on or
before the first day of each calendar month during the Teirn (including, if applicable, Option
Terms), without any notice, demand, set off or deduction (except as expressly set forth elsewhere
in this Lease, if at all), in twelve (12) equal monthly installments during each Lease Year. How-
ever, if the Rent Commencement Date is other than the first day of a calendar month, then the
Base Rent for the partial month, if any, in which the Rent Commencement Date occurs, shall be
prorated on a daily basis, based on a thirty (30) day month and shall be payable on the first day
of the immediately succeeding calendar month.
4.02 Rental Adjustment.
Base Rent shall be subject to upward adjustments as set forth in Paragraph 1.01 of this
Lease. If this Lease contains provisions that rental adjustments are to be based on the Consumer
Price Index, as defined in this Lease, then the method for such adjustments shall be as follows:
Beginning on the first day of the year in which an adjustment in Base Rent is to be made
(the "Adjustment Date"), Base Rent shall be increased by the increase in the Consumer
Price Index ("CPI") on each Adjustment Date. Such increase shall be calculated by mul-
tiplying the then current Annual Rent by a fraction, the numerator of which shall be the
CPI for the Adjustment Date and the denominator of which shall be the CPI for the pre-
vious Adjustment Date.
4.03 Additional Rent.
Tenant shall pay monthly, as Additional Rent, Tenant's Proportionate Share of Building
Operating Costs and the Parking Payment. The procedures for payment of Additional Rent shall
be as provided for the payment of Base Rent.
4.04 interest and Late Charges.
If Tenant fails to pay when due and payable, any Base Rent, Additional Rent, or other
Rent due from Tenant under this Lease, the unpaid amount shall bear interest at the rate of the
lesser of (i) eighteen percent (18%) per annum or (ii) the highest rate permitted by applicable
law, from five (5) days after the due date of payment, or the next business day if the fifth day
falls on a weekend or holiday, until paid. Tenant acknowledges that its late payment of any
monthly installment of Base Rent will cause Landlord to incur certain costs and expenses not
contemplated under this Lease, the exact amount of which is extremely difficult or impractical to
fix. Such costs and expenses will include, without limitation, loss of use of money, administra-
tive and collection costs, processing and accounting expenses. Therefore, if any installment of
Base Rent is not received by Landlord from Tenant on or before the fifth (51h) day of the month
for which such installment is past due, Tenant shall immediately pay to Landlord a late charge
equal to six percent (6%) of such installment. Such late charge is in addition to any interest due
pursuant to this Paragraph 4.04. Landlord and Tenant agree that the actual amount of costs and
expenses that Landlord may have to incur and other damages that Landlord may suffer as a result
of the late payment by Tenant of any such installment likely will be extremely difficult to ascer-
tain, and that this late charge represents a reasonable estimate of such costs, expenses and other
damages, and is and will be fair compensation to Landlord for its costs, expenses and damages
incurred and suffered as the result of such late payment by Tenant. Acceptance of this late
charge shall not constitute a waiver of Tenant's default with respect to such late payment nor
prevent Landlord from exercising any other rights and remedies that may be available to Land-
lord under this Lease.
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4.05 Payment of Rent.
All Rent due under this Lease shall be paid by Tenant to Landlord at Landlord's address
in this Lease, or at such other place as may from time to time be designated by Landlord in
writing to Tenant at least ten (10) days prior to the next ensuing payment date.
ARTICLE 5 - BUILDING OPERATING COSTS
5.01 Personal Property Taxes.
Tenant shall cause Tenant's trade fixtures, equipment, furnishings, furniture, merchan-
dise, inventory, machinery, appliances and other personal property installed or located on the
Premises (collectively, the "personal property") to be assessed and billed separately from the
Premises. Tenant shall pay before delinquency any and all taxes, assessments and public charges
levied, assessed or imposed upon or against Tenant's personal property. If any of Tenant's
personal property shall be assessed with the real property comprising the Common Area or with
the Premises, Tenant shall pay to Landlord, as Additional Rent, the amounts attributable to Ten-
ant's personal property within thirty (30) days after receipt of written statement from Landlord
setting forth the amount of such taxes, assessments and public charges attributable to Tenant's
personal property. Tenant shall comply with the provisions of any Law which requires Tenant to
file a report of Tenant's personal property located on the Premises.
5.02 Tenant's Obligation to Pay Tenant's Proportionate Share of Building Operating Costs.
In addition to the Base Rent and the Parking Payment required to be paid under Article 4
of this Lease, Tenant shall pay monthly as Additional Rent one -twelfth (1/12"') of Landlord's
estimate of Tenant's Proportionate Share of the Building Operating Costs for the current calen-
dar year (or portion thereof during which the Term shall occur) as set forth in this Article 5. If at
any time Landlord's estimate of Tenant's Proportionate Share of the Building Operating Costs as
set forth in this Article 5 for such year or portion shall change, Landlord shall advise Tenant in
writing as to the adjustment in monthly installments thereof that Tenant shall, after the giving of
such notice, be required to pay. Tenant shall pay to Landlord, together with each monthly in-
stallment of Base Rent and the Parking Payment, the amount set forth in the most recent such
notice given by Landlord to Tenant. Tenant's obligation to pay on a monthly basis its propor-
tionate share of operating expenses shall commence upon the Term Commencement Date.
5.03 Building Opera€ink., Costs.
Building Operating Costs shall include all of the following items:
(a) All real estate property taxes, assessments, water and sewer charges and similar
governmental or quasi -governmental charges levied on, paid in connection or with attributable to
the Project, improvements serving or contemplated to serve the Project or any portion thereof,
water, sewer, improvement and other districts of which the Project or any portion thereof is a
part, or the operation of any thereof.
(b) Operating costs incurred by Landlord in maintaining, repairing and operating the
Project or any portion thereof, including without limitation the following: costs of (1) utilities;
(2) supplies; (3) insurance premiums and similar charges paid or incurred by Landlord in connec-
tion with the Project, any portion thereof, any events or circumstances related thereto and any
perils arising in connection with any thereof, in each case for which Landlord or its insurance
consultants deem insurance coverage or other protection to be desirable or appropriate; (4) ser-
vices of independent contractors; (5) compensation (including employment taxes and fringe
benefits) of all persons (whether employees or independent contractors) who perform duties
connected with the operation, maintenance, repair and replacement of the Project and each por-
tion thereof, and equipment, improvements and facilities located within the Project or any
portion thereof, including without limitation engineers, janitors, sweepers, plumbers, electricians,
handymen, engineers, painters, floor waxers, window washers, trash collectors, snow and ice
removers, security personnel and gardeners; (6) management of the Project and each portion
thereof, whether managed by Landlord or an independent contractor; (7) personal property,
including rental expenses for and personal property taxes and assessments levied on or with
respect to personal property, that is used in the maintenance, operation or repair fthe Projector
any portion thereof, (8) expenditures or charges (whether capitalized or not) req iced by any
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governmental or quasi -governmental agency, instrumentality or other authority; (9) amortization
of capital expenses made by Landlord to reduce costs that, but for such capital expenses, would
be operating costs; (10) repairs and maintenance to the roof, roof membrane and exterior of the
Building; (11) pest control for the Project; (12) repaving or resurfacing and restriping of parking
areas, walkways and other areas servicing the Building but not within the Parking Structure; (13)
repainting or resurfacing the exterior of the Building or repainting, resurfacing or replacing the
interior walls or floors of the Building Common Areas; (14) losses incurred in connection with
(i) the Project, (ii) any portion thereof, (iii) any events or circumstances related thereto and (iv)
any perils arising in connection with any thereof, to the extent such losses are not paid for by
insurance policies or third parties for any reason, (15) lighting of the Common Areas, (16)
providing heat, ventilation, water, gas, sewer service and air conditioning to the Project, (17)
replacement of landscape and hardscape in the Project Common Areas but not within the Parking
Structure, (18) repair, maintenance and replacement of mechanical and electrical equipment
serving the Building Common Areas (19) third parties engaged for the purpose of seeking reduc-
tions of property taxes, any goverruriental imposition or surcharge imposed upon Landlord or
assessed against any portion of the Project, (20) any other costs or expenses paid or incurred by
Landlord in connection with the Project or any portion thereof and not directly reimbursed to
Landlord by a single tenant of the Building, and (21) establishing and maintaining appropriate
reserves for any and all of the foregoing items.
5.04 Exclusions from Buildine Operating Costs.
Building Operating Costs shall not include the following:
a. Replacement of the roof of the Building;
b. Except for the Project insurance and Project property taxes, which shall
be calculated for the Project, as set forth in Paragraph 5.02 above, and
which shall be prorated to all tenants of the Project, relating directly and
solely to the Parking Structure;
c. Repairs or maintenance required to maintain the structural integrity of the
Building (other than routine maintenance and repair of the structural ele-
ments of the Building, including warranty costs);
d. Except as specified above, expenses for any capital improvement made to
the Project or other capital expenses;
e. Expenses for painting, redecorating, or other similar work which Land-
lord performs for Tenant or any other tenant of the Building;
f. Expenses for repairs or other work occasioned by fire, windstorm or other
insured casualty, except that Landlord shall have the right to include in
Operating Costs the amount of such expenses that represents Landlord's
insurance deductible, not to exceed $10,000;
g. Any work performed by Landlord specific to the Premises or any other
premises within the Building;
h. Expense incurred in leasing or procuring new tenants, including without
limitation, brokerage commissions and legal fees;
i. Legal expenses incurred in enforcing the terms and conditions of any
lease;
j. Interest or amortization payments on any mortgage or obligation in the
nature of a mortgage;
k. Penalties or interest resulting from late payment of taxes by Landlord;
1. Advertising expenses;
m. Any cost incurred to remedy any defect in the original co struction of the
Building, Project or Premises;
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n. Amounts paid for services or goods supplied by a party affiliated with
Landlord to the extent that the cost thereof exceeds prevailing market
rates for such services or goods;
5.05 Tenant's Proportionate Share.
Tenant's Proportionate Share is set forth in Paragraph 1.01 of the Lease.
5.06 Calculation of Building Operating Costs and Portion thereof to be Paid by Tenant as
Additional Rent.
Within a reasonable time after the end of each calendar year during the Term, estimated
to be March I", and at the end of the Term, Landlord shall determine, and advise Tenant a writ-
ten statement (the "Operating Costs Statement") setting forth, the Operating Costs incurred
during such year (or shorter period during the Term, if applicable) and Tenant's Proportionate
Share thereof.
In the event the amount of Tenant's Proportionate Share of Operating Costs exceeds the
sum of the monthly installments actually paid by Tenant for such calendar year (or shorter period
during the Term, if applicable), Tenant shall pay to Landlord the difference within thirty (30)
days following receipt of the Operating Costs Statement. In the event the sum of the monthly
installments actually paid by Tenant for such calendar year (or shorter period during the Term,
(if applicable) exceeds Tenant's Proportionate Share of Building Operating Costs actually due
and owing, the difference shall be applied as a credit to Tenant's monthly payment due in the
fixture, or if the Term has expired, the excess paid by Tenant shall be refunded by Landlord to
Tenant not later than thirty (30) days following delivery of such Operating Costs Statement.
Amounts due under this Article 5.0 shall survive the expiration or other termination of this
Lease.
5.07 Disproportionate Use.
In addition to the foregoing, if Landlord reasonably determines at any time that Tenant is
using any services in quantities that are greater than the normal amount of usage for premises of
the size of the Premises, or Tenant otherwise is causing Landlord to pay or incur common area
costs in an amount that exceeds the usage thereof that Landlord determines to be normal for
premises of the size of the Premises, Tenant shall pay to Landlord the incremental amount of the
excess operating costs occasioned by such usage, as estimated by Landlord from time to time,
promptly after Landlord gives Tenant notice of Landlord's estimate or computation thereof.
ARTICLE 6 - SECURITY DEPOSIT
6.01 Pavment of Security Deposit.
Tenant has deposited with Landlord the sum specified in Paragraph 1.01 hereof as the
"Security Deposit", receipt of which is hereby acknowledged by Landlord. The Security Deposit
shall be held by Landlord without liability for interest as security for the faithful performance by
Tenant of all of its obligations under this Lease. The Security Deposit shall not be mortgaged,
assigned, transferred or encumbered by Tenant without the prior written consent of Landlord,
and any such action by Tenant without such consent shall be without force and effect and not
binding on Landlord.
6.02 Aoi)lication of Security Deposit.
If any Rent herein reserved or any other sum payable by Tenant to Landlord is overdue
and unpaid or paid by Landlord on Tenant's behalf, or if Tenant fails to perform any of its obli-
gations under this Lease, or if Tenant otherwise is obligated to pay Landlord any amount of
money, then Landlord may, at its option and without prejudice to any other remedy which Land-
lord may have, appropriate and apply the entire Security Deposit or so much thereof as is
necessary to compensate Landlord for loss of Base Rent or Additional Rent or other Rent, or
damages sustained by Landlord due to such default by Tenant, or such other amount of money
that Tenant then is obligated to pay to Landlord. In that event, Tenant shall immediately restore
the Security Deposit to the amount then required to have been deposited as a Security Deposit
pursuant to this Lease, as adjusted pursuant to Paragraph 6.05. If Tenant compli ' with all of t! e
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terms of the Lease and promptly pays when due all Rent and all other sums payable by Tenant
under this Lease, the unapplied Security Deposit (or the balance thereof remaining, if any) shall
be returned in full to Tenant not later than thirty (30) days following the end of the Term and
delivery of possession of the Premises to Landlord in the condition required by this Lease.
6.03 Bankruptcy
In the event of bankruptcy or other proceedings against Tenant under any Laws for the
protection of debtors from creditors, the Security Deposit shall be deemed to be applied first to
the payment of Rent and other charges due Landlord for the earliest periods prior to the filing of
such proceedings.
6.04 Transfer of Landlord's Interest.
Landlord may deliver the funds deposited hereunder by Tenant and not previously ap-
plied by Landlord pursuant to this Lease to the purchaser of Landlord's interest in the Premises
or credit such purchaser therefore, and upon said delivery or credit Landlord shall be discharged
from any further liability to Tenant for the Security Deposit. This provision shall also apply to
any subsequent transfers of Landlord's interest in the Premises. In the case of such transfer of
the Security Deposit, Landlord shall give written notice to Tenant of any existing claims against
the Security Deposit and of the name and address of Landlord's successor.
6.05 Adjustment.
If the Base Rent is increased beyond the amount of the Security Deposit, from time to
time, as provided herein, Tenant shall thereupon deposit with Landlord an additional cash securi-
ty deposit, so that the amount of the Security Deposit held by Landlord shall at all times bear the
same proportion to the currently effective Base Rent as the original Security Deposit bears to the
original Base Rent. Landlord's failure to give notice of demand for additional Security Deposit
under this Paragraph 6.05 shall not constitute a waiver of Landlord's right to do so or relieve
Tenant of such obligation hereunder. Landlord shall not be required to keep the Security Deposit
separate from its general accounts, and may commingle said funds with the general fluids of
Landlord.
ARTICLE 7 - USE OF PREMISES
Tenant shall use the Premises solely for the purposes set forth in Paragraph l .01 of the
Lease and consistent with the character of the Building as a first-class office building, and Ten-
ant shall not use or permit the Premises to be used for any other purpose whatsoever. Tenant
further covenants and agrees that Tenant shall not use, or suffer or permit any person or persons
to use, the Premises or any part thereof for any purpose contrary to the provisions of the Rules
and Regulations set forth in Exhibit "D", attached hereto, or in violation of federal or state laws,
or the ordinances, regulations or requirements of the local municipal or county governing body
or other lawful authorities having jurisdiction, and that Tenant shall conduct its business or
profession in the manner and according to the generally accepted written or unwritten code of
ethics or business principles of the business or profession in which it is engaged. Tenant shall
comply with all recorded covenants, conditions, and restrictions now or hereafter affecting the
Building and any amendments thereto. Tenant shall not use or allow another person or entity to
use any part of the Premises for the storage, use, treatment, transport, release, disposal, manufac-
ture or sale of "Hazardous Material," as that term is defined in Paragraph 27.18 of this Lease.
ARTICLE 8 - UTILITY, JANITORIAL AND OTHER SERVICES
8.01 Service to be Provided by Landlord.
As part of the Building Operating Expenses, Landlord agrees to provide all utilities ser-
vice (gas and electricity) water, sewer, disposal, repair and maintenance of all building systems
and equipment, yard work, and five day -per -week janitorial service including supplies to the
Building as follows:
(a) Heat and air conditioning as each season may require to provide a temperature condition
necessary in Landlord's reasonable judgment (but subject to applicable g vernmental r�-
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strictions) for comfortable occupancy, Monday through Friday, 6:00 a.m. to 6:00 p.m.,
except for all Federal and Bank Holiday's;
(i) Landlord shall furnish HVAC beyond the above stated hours, as "Additional
Service" provided that notice requesting such service is delivered to Landlord
before noon on a business day when such service is required for that evening,
and by noon of the preceding business day when such service is required on a
Saturday, Sunday or holiday as above defined;
(ii) Landlord's costs (including labor costs) of supplying such Additional Service
plus reasonable amounts for equipment depreciation and administrative over-
head shall be paid separately by Tenant to Landlord. Landlord shall bill
Tenant on or before the last day of the month following the month in which
such charges are incurred, and shall submit with its invoice a tabulation of the
hours and the dates on which the overtime HVAC was furnished. Tenant shall
reimburse Landlord therefore within thirty (30) days after receipt of the in-
voice.
(b) Sufficient electrical power for lighting and general purpose office use throughout the
Premises. If Tenant's electricity usage exceeds 3.5 watts per usable square foot, exclud-
ing HVAC use, Tenant shall pay Landlord for all excessive electrical uses. Alternatively,
Landlord may, at Landlord's option, install an ` E-Mon" meter serving the Premises at
Tenant's cost, as part of Tenant's improvement work, and said electrical service to the
Premises shall be metered separately to Tenant, and shall be paid for by Tenant at the
then rate charged to Landlord by the providing utility company;
(c) Hot and cold water for drinking, lavatory and toilet purposes;
(d) Janitorial services in and about the Premises and Common Areas, Saturdays, Sundays and
holidays excepted, and refuse collection and disposal;
(e) Window washing, inside and outside deemed necessary by Landlord;
(f) Passenger elevator service in common with other tenants and Landlord. Operatorless au-
tomatic elevator service shall be deemed "elevator service" within the meaning of this
Paragraph;
(g) Fire protection to the Building in compliance with applicable fire codes;
(h) Ingress and egress to the Premises on a twenty-four (24) hours basis, seven (7) days a
week
Landlord shall maintain the Project, including the Building and Common Areas (other
than Tenant's maintenance obligations set forth elsewhere in this Lease) in first class condition
and repair, free of defects in materials and workmanship. All costs and expenses paid or in-
curred by Landlord in connection therewith shall be included in Building Operating Costs
pursuant to Article 5 of this Lease
8.02 Services to be Provided by Tenant.
At Tenant's sole cost and expense, Tenant shall arrange for its telephone service and ca-
bling for computers and modems, and other similar services. Landlord shall cooperate with the
installation of such services to the Premises.
ARTICLE 9 -ALTERATION AND REPAIRS
Landlord and Tenant agree that;
a) Upon occupancy, Tenant accepts the Premises as being in a tenantable and good condi-
tion;
b) Tenant shall take good care of the Premises and shall not alter, improve or otherwise
change the Premises or any portion thereof in any respect, or permit t40RIED
tile to occur,
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without in each instance the prior written consent of Landlord, which Landlord may grant
or withhold in Landlord's sole and absolute discretion;
c) Tenant shall cause all alterations, improvements and changes that may be performed by
Tenant or on Tenant's behalf to be performed (i) in a good and workmanlike manner by
licensed contractors approved by Landlord in advance and with new, first-class materials,
and (ii) either by or under the direction of Landlord, but at the cost of Tenant, unless oth-
erwise provided by written agreement between Landlord and Tenant;
d) All alterations, additions and improvements made in and affixed to the Premises shall be
the property of Landlord, and shall remain upon and be surrendered with the Premises,
unless Landlord otherwise directs at any time;
e) All damage or injury done to the Premises by Tenant, or by any person who may be in or
upon the Premises with or without the consent of Tenant, other than Landlord, its agents
or employees, shall be repaired by Landlord and Tenant shall reimburse to Landlord on
demand as additional Rent all costs and expenses paid or incurred by Landlord in connec-
tion therewith or allocable thereto; and
f) Except as otherwise provided in Article 8(d) above, Tenant shall, at the termination of
this Lease, surrender the Premises to Landlord in the same condition as that in which the
Premises exist on the date of occupancy by Tenant, ordinary wear and tear excepted.
In connection with clause (c), above, Tenant shall pay all costs for or related to work
done by or for Tenant in the Premises, and Tenant shall keep the Premises and Project free of all
mechanics' liens and other liens on account of work done for Tenant. Tenant shall indemnify,
defend and hold Landlord harmless from and against any and all liability, loss, damage, costs,
attorney fees and all other expenses on account of claims of lien of laborers or materialmen or
others for work performed or materials or supplies furnished to or for Tenant or persons claiming
under Tenant. In addition, Tenant shall keep Tenant's leasehold interest and any of those im-
provements to the Premises which are or become property of Landlord pursuant to this Lease
free of all attachment or judgment liens. Prior to commencing any work in or to the Premises
(including the supply of any labor, services or materials for the construction of improvements in
the Premises), Landlord may require Tenant to provide demolition and/or lien and completion
bonds from bonding companies, and in form and amount, satisfactory to Landlord. If Tenant is
in default in paying any charge for which a mechanics' lien claim has been filed and Tenant has
not provided a bond pursuant to California Civil Code Section 3143 in form and substance, and
issued by a bonding company, satisfactory to Landlord or given Landlord adequate security to
protect the Premises, the Project and Landlord from liability for such claim of lien, Landlord
may (but shall not be required to) pay the claim and any associated costs, and the amount so
paid, together with reasonable attorney fees and costs incurred in connection with such payment
shall be due and owing on demand from Tenant to Landlord. Tenant shall pay the amounts so
owed to Landlord with interest at the Interest Rate specified in Paragraph 4.04 from the date of
Landlord's payment. Landlord or its representative shall have the right to enter and inspect the
Premises upon reasonable prior notice (or without notice, in the case of an actual or perceived
emergency) and at all reasonable times and shall have the right to post and keep posted thereon
notices of non -responsibility, or such other notices which .Landlord deems proper for the protec-
tion of Landlord's interest in the Premises and Project. Tenant shall, not less than ten (10) days
prior to commencing any work which might result in the filing of a lien, give Landlord written
notice of its intention to so commence work in sufficient time to enable Landlord to post such
notices.
Landlord may, but is not required to, enter the Premises in accordance with Article 22
herein, by pass keys or otherwise at all reasonable times and from time to time to make such
repairs, alterations, improvements or additions to the Premises or to the Building, or to any
equipment located in the Building as Landlord shall desire or deem necessary or as Landlord
may be required to do by governmental or quasi -governmental authority or court order or decree,
and for that purpose to erect in or about the Premises any necessary scaffolding or other tempo-
rary structures, and Landlord shall not be liable to Tenant for any damage or inconvenience
thereby suffered by Tenant. Tenant hereby waives and releases its right to make repairs at Land-
lord's expense under Sections 1941 and 1942 of the California Civil Code or under any similar
law, statute, or ordinance now or hereafter in effect.
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ARTICLE 10 — INSURANCE
10.01 Tenant Insurance.
Tenant shall, at all times during Tenant's tenancy and at Tenant's expense, carry and
maintain coverages in the amounts set forth in this Article 10,
10.02 Comprehensive General Liability lnsurance.
Comprehensive General Liability Insurance covering the insured against claims of bodily
injury, personal injury and property damage arising out of Tenant's operations, assumed liabili-
ties or use of the Premises, including a Broad Form Comprehensive General Liability
endorsement/policy covering the insuring provisions of this Lease and the performance by Ten-
ant of the indemnity agreements set forth in Paragraph 10.09 of this Lease, for limits of liability
not less than: One Million and No/100 Dollars ($1,000,000.00) each occurrence or annual
aggregate for bodily injury and property damage liability; and Two Million and No/100 Dollars
($2,000,000.00) each occurrence or annual aggregate for personal injury liability.
10.03 Physical Damage Insurance.
Physical Damage Insurance covering all office furniture, trade fixtures, office equipment,
merchandise, improvements to the Premises originally paid for by Tenant and all other items of
Tenant's property on the Premises installed by, for, or at the expense of Tenant. Such insurance
shall be written on an "all risks" of physical loss or damage basis, for the frill replacement cost
value new without deduction for depreciation of the covered items and in amounts that meet any
co-insurance clauses of the policies of insurance and shall include a vandalism and malicious
mischief endorsement, and sprinkler leakage coverage.
10.04 Worker's Compensation and Em glover's Liability Insurance.
Worker's Compensation and Employer's Liability Insurance, with a waiver of subroga-
tion.
10.05 Form of Policies.
The insurance required herein shall (i) name as an additional insured Landlord its offic-
ers, employees and agents and such other parties as Landlord, in its sole discretion, shall name;
(ii) specifically cover the liability assumed by Tenant under this Lease, including, but not limited
to, Tenant's obligations under Article 11; (iii) be insured by an insurance company having a
rating of not less than A+ in Best's Insurance Guide or which is otherwise reasonably acceptable
to Landlord (iv) be primary insurance as to all claims thereunder, provide that any insurance
carried by Landlord is excess and is noncontributing with any insurance requirement of Tenant
(v) provide that said insurance shall not be canceled or coverage changed unless thirty (30) days'
prior written notice shall have been given to Landlord and any mortgagee of Landlord; and (vi)
contain a cross -liability endorsement or severability of interest clause acceptable to Landlord.
Tenant shall deliver said policy or policies or certificates thereof to Landlord on or before the
Term Commencement Date and at least thirty (30) days before the expiration dates thereof.
10.06 Subrogation.
Landlord and Tenant agree to have their respective insurance companies issuing property
damage insurance waive any rights of subrogation that such companies may have against Land-
lord or Tenant, as the case may be, so long as the insurance carried by Landlord and Tenant,
respectively, is not invalidated thereby. As long as such waivers of subrogation are contained in
their respective insurance policies, Landlord and Tenant hereby waive any right that either may
have against the other on account of any loss or damage to their respective property to the extent
such loss or damage is insurable under policies of insurance for fire and all risk coverage, theft,
or other similar insurance
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10.07 Additional Insurance Obligations.
Tenant shall carry and maintain during the entire Term, at Tenant's sole cost and ex-
pense, increased amounts of the insurance required to be carried by Tenant pursuant to this
Article 10, and such other reasonable types of insurance coverage and in such reasonable
amounts covering the Premises and Tenant's operations therein, as may be reasonably requested
by Landlord or Landlord's lender.
10.08 Tenant's Compliance with Landlord's Fire and Casualty Insurance.
Tenant shall, at Tenant's expense, comply with all insurance company requirements per-
taining to the use of the Premises. If Tenant's conduct or use of the Premises causes any
increase in the premium for such insurance policies carried by Landlord then Tenant shall reim-
burse Landlord for any such increase.
10.09 Exculpation and Indemnification.
(a) Exculpation of Landlord and indemnityby Tenant. Landlord, its officers, agents,
servants, employees, and independent contractors ("Landlord Parties") shall not be liable
for any damage either to person or property or resulting from the loss of use thereof,
which damage is sustained by Tenant unless caused solely by the gross negligence,
breach of this Lease that continues beyond applicable cure periods, or willful misconduct
of Landlord. Tenant shall indemnify, defend, protect, and hold harmless Landlord Par-
ties, from any and all loss, cost, damage, expense and liability (including without
limitation court costs and reasonable attorney fees) incurred in connection with or arising
from any cause in, on or about the Premises, either prior to, during, or after the expiration
of the Term, provided that the terms of the foregoing indemnity shall not apply to the
gross negligence, breach of this Lease that continues beyond applicable cure periods, or
willful misconduct of Landlord.
(b) Exculpation ofTeiiant Parties by Landlord. Tenant, its officers, agents, servants,
employees, and independent contractors ("Tenant Parties") shall not be liable for any
damage either to person or property or resulting from the loss of use thereof, which dam-
age is sustained by Landlord and is caused solely by the gross negligence, breach of this
Lease that continues beyond applicable cure periods, or willful misconduct of Landlord.
Landlord Parties agree that this Agreement shall in no way act to abrogate or waive any
immunities available to CITY under the Tort Claims Act of the State of California, and
nothing herein shall constitute a waiver by CITY of governmental immunities including
California Government Code Section 810 et seq.
(c) Survival. The provisions of this Article 10.09 shall survive the expiration or
sooner termination of this Lease with respect to any claims or liability occurring prior to
such expiration or termination.
10.10 Landlord Insurance.
So long as the same is available from a reputable and financially viable insurance carrier
at a reasonable premium, Landlord shall carry insurance against loss or damage to the Building
caused by fire, windstorm, hail, explosion, damage from aircraft and vehicles, smoke damage,
and such other risks as are from time to time included in a standard extended coverage endorse-
ment (or, if Landlord so elects in its sole discretion, it may carry special extended coverage
endorsements) in the amount (excluding applicable deductibles) of its full replacement value
above foundations, and such other insurance of such types and amounts and with such terms, as
Landlord from time to time, in its reasonable discretion, shall deem appropriate, including, but
not limited to rental interruption insurance covering loss of rental income for a period of not less
than one year caused by loss or damage to the Building, pandemics or similar events or circum-
stances. Notwithstanding anything to the contrary contained in this Article 10 or elsewhere in
this Lease, Landlord shall have the right to maintain deductibles in the policies of insurance that
it procures in amounts that it deems to be reasonable and prudent under the circumstances, and
(if applicable) the amount of loss sustained on account of such deductibles shall b included in
Operating Costs.
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ARTICLE 11 - CASUALTY DAIVIAGE AND RECONSTRUCTION
11.01 Definitions.
(a) "Premises Damage" shall mean if the Premises are damaged or destroyed to a ma-
terial extent, making them substantially untenantable by Tenant for the conduct of
its business.
(b) "Office Building Partial Damage" shall mean if the Building of which the Premis-
es are a part is damaged or destroyed to the extent that the cost to repair is less
than forty percent (40%) of the then Replacement Cost of the Office Building.
(c) "Office Building Total Destruction" shall mean if the Building of which the Prem-
ises are a part is damaged or destroyed to the extent that the cost to repair is forty
percent (40%) or more of the then Replacement Cost of the Office Building.
(d) "Insured Loss" shall mean damage or destruction caused by an event required to
be covered by the insurance described in Article 10. If damage or destruction is
cause by an event not covered by the insurance described in Article 10, it is an
"Uninsured Loss." The fact that an Insured Loss has a deductible amount shall
not make the loss an uninsured loss.
(e) "Replacement Cost" shall mean the amount of money necessary to be spent in or-
der to repair or rebuild the damaged area to the condition that existed immediately
prior to the damage occurring, excluding all improvements made by Tenant.
11.02 Tnsured Loss.
Subject to the provisions of Paragraphs 11.05 and 11.06, if at any time during the Term
of this Lease (including renewal or extension Option periods, if applicable) there is damage (a)
that is an Insured Loss (b) that falls into the classifications of either Premises Damage or Office
Building Partial Damage, (c) for which Landlord's mortgagees of record make the proceeds of
insurance available to Landlord for repair, and (d) the proceeds so made available to Landlord
are and will be sufficient, in Landlord's judgment, to complete the repair, then Landlord shall, as
soon as reasonably possible, and to the extent the required materials and labor are readily availa-
ble through usual commercial channels, at Landlord's expense, use reasonable efforts to repair
such damage (but not Tenant's Fixtures or Personal Property and equipment) substantially to its
condition existing immediately prior to the time of the damage (to the extent permitted by appli-
cable laws, statutes, regulations, codes and ordinances), and this Lease shall continue in full
force and effect; provided, however, if Landlord reasonably determines that more than two hun-
dred seventy (270) days from the date of the damage or destruction to so complete the repair,
Landlord may, within thirty (30) days of making such determination, terminate this Lease by
giving notice of such termination to Tenant, in which event the Term of this Lease shall termi-
nate thirty (30) days after the date on which Landlord shall have given such a termination notice
to Tenant.
11.03 Uninsured Loss.
Subject to the provisions of Paragraphs 11.05 and 11.06, if at any time during the Term
of this Lease (including renewal or extension Option periods, if applicable) there is damage that
is an Uninsured Loss and which falls into the classifications of either Premises Damage or Office
Building Partial Damage, unless caused by a negligent or willful act of Tenant, or any officer,
agent, employee, guest, or invitee of Tenant (in which event Tenant shall make the repairs as
soon as reasonably possible at Tenant's sole cost and expense and this Lease shall continue in
full force and effect), which damage prevents Tenant from making any substantial use of the
Premises, Landlord may at its option either (i) repair such damage as soon as reasonably possible
at Landlord's expense, in which event this Lease shall continue in frill force and effect, or (ii)
give written notice to Tenant within thirty (30) days after the date of the occurrence of such
damage of Landlord's intention to cancel and terminate this Lease, in which event this Lease
shall terminate as of the date of the occurrence of such damage.
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11.04 Office Building Total Destruction.
Subject to the provisions of Paragraphs 11.05 and 11.06, if at any time during the Term
of this Lease (including renewal or extension Option periods, if applicable) there is damage,
whether or not it is an Insured Loss, that falls into the classification of Office Building Total
Destruction, then Landlord may at its option either (i) repair such damage or destruction as soon
as reasonably possible at Landlord's expense (to the extent the required materials and labor are
readily available through usual commercial channels) to its condition existing at the time of the
damage, but not Tenant's fixtures, equipment or Tenant improvements, and this Lease shall
continue in full force and effect, or (ii) give written notice to Tenant within thirty (30) days after
the date of occurrence of such damage of Landlord's intention to cancel and terminate this Lease,
in which event this Lease shall terminate as of the date of the occurrence of such damage.
11.05 Damage Near End of Terns.
(a) Subject to Subparagraph (b), below, if at any time during the last two (2) years of
the Term of this Lease (including renewal or extension Option periods, if applica-
ble) there is damage to the Premises for which the Replacement Cost is greater
than forty percent (40%) of the then Replacement Cost of the total Premises,
Landlord may at its option cancel and terminate this Lease as of the date of occur-
rence of such damage, by giving written notice to Tenant of Landlord's election to
do so within thirty (30) days after the date of occurrence of such damage.
(b) Notwithstanding Subparagraph (a) above, in the event that Tenant has an Option
to extend or renew this Lease, and the time within which said Option may be ex-
ercised has not yet expired, Tenant shall irrevocably exercise such Option, if it is
to be exercised at all, no later than twenty (20) days after the occurrence of an In-
sured Loss falling within the classification of Premises Damage during the last
two (2) years of the Term of this Lease (including renewal or extension Option
periods, if applicable). If Tenant duly exercises such Option during said twenty
(20) day period, Landlord shall, at its expense, repair such damage, but not Fix-
tures or Tenant's Personal Property, equipment or Tenant improvements
originally paid for by Tenant, as soon as reasonably possible, and this Lease shall
continue in full force and effect. If Tenant fails to irrevocably exercise such Op-
tion during such twenty (20) day period, then, for the purpose of Subparagraph
(a), above only, the remaining Term of this Lease shall be determined as though
Tenant has no Option to extend or renew the Term of this Lease. If Landlord
elects to repair the Premises, Tenant's rights to the Option shall not be affected.
11.06 Abatement of Bent.
In the event of reconstruction of the Premises under this Article 11, the Base Rent other-
wise payable under this Lease shall be abated proportionately with the degree to which Tenant's
use of the Premises is impaired. Such abatement shall commence on the date of destruction and
continue during any period of reconstruction and replacement provided for herein until substan-
tial completion thereof, as determined by Landlord's architect, and Tenant's ability to conduct
business is restored. Tenant shall continue to operate its business on the Premises during any
such abatement period to the extent practical, as a matter of prudent business management, and
the obligation of Tenant to pay Additional Rent hereunder shall remain in full force and effect.
Regardless of whether or not Tenant shall be entitled to an abatement of Base Rent pursuant to
this Paragraph 11.06, in no event shall Tenant be entitled to any compensation or damages from
Landlord for (a) loss of the use of the whole or any part of the Premises, Office Building or
Tenant's Personal Property, (b) any lost revenues, business opportunities or profits, (c) any costs
paid or incurred by Tenant in connection with the damage or destruction, or (d) any inconven-
ience or annoyance, suffered by reason of damage or destruction to the Premises or other
portions of the Office Building, or the reconstruction or replacement of all or any portion thereof.
11.07 Release From Liability.
Upon any termination of this Lease as permitted by any of the provisions of this Article
11, payment of the Base Rent and Additional Rent apportioned up to the date of damage, and
surrender of possession of the Premises to Landlord, each party shall be released from further
obligations to the other party under this Lease, except for any obligations which ha 4EN
ousl
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accrued and except as otherwise provided in Paragraph 10.09 above. In the event of termination
of this Lease, all proceeds from Tenant's fire and extended coverage insurance covering the
items set forth as "Tenant's Work" in Exhibit "C" and Tenant's leasehold improvements, but
excluding proceeds for trade fixtures, furnishings, furniture, merchandise, signs and other Per-
sonal Property, shall be paid to Landlord.
11.08 Waiver of Statutory Rights of Termination.
The provisions of this Lease constitute an express agreement between Landlord and Ten-
ant with respect to any and all damage to or destruction of, all or any part of the Premises or the
Office Building. Tenant hereby waives any statutory right of termination which may arise by
reason of any partial or total destruction of the Premises or Office Building which Landlord is
obligated to restore or may restore under any of the provisions of this Lease, and specifically
waives all rights under California Civil Code Section 1933.
ARTICLE 12 -DEFAULT; REMEDIES
12.01 Tenant's Default.
The occurrence of any of the following shall constitute a default by Tenant ("Default"):
(a) Failure to Pay Rent.
Any failure to pay any Rent or any other charge required to be paid wider this
Lease, or any part thereof, within three (3) days after written notice from Landlord to
Tenant that such payment is due.
(b) Failure to Perform.
Any failure by Tenant to observe or perform any other provision, covenant or
condition of this Lease to be observed or performed by Tenant where such failure contin-
ues for fifteen (15) days after written notice thereof from Landlord to Tenant. If the
default is curable and cannot reasonably be cured within fifteen (15) days, Tenant shall
not be in default upon expiration of the fifteen -day period provided Tenant diligently and
in good faith commenced and has thereafter continued and does diligently continue to
cure the default.
(c) Abandonment.
Abandonment or vacation of the Premises by Tenant.
(d) Assignment for the Benefit of Creditors or Bankruptcy.
To the extent permitted by law, a general assignment by Tenant or any guarantor
of any proceeding under an insolvency or bankruptcy law, unless in the case of a pro-
ceeding filed against Tenant or any guarantor the same is dismissed within sixty (60)
days, or the appointment of a trustee or receiver to take possession of all or substantially
all of the assets of Tenant or any guarantor, unless possession is restored to Tenant or
such guarantor within thirty (30) days, or any execution or other judicially authorized sei-
zure of all or substantially all of Tenant's assets located upon the Premises or of Tenant's
interest in this Lease, unless such seizure is discharged within thirty (30) days; or
(e) Assignment of Lease.
The hypothecation or assignment of this Lease or subletting of the Premises, or at-
tempts at such actions, in violation of Article 15 hereof.
12.02 Landlord's Remedies Upon Default.
Upon the occurrence of any event of default by Tenant, Landlord shall have, in addition
to any other remedies available to Landlord at law or in equity, the option to pursue any one or
more of the following remedies, each and all of which shall be cumulative and nonexclusive,
without any notice or demand whatsoever.
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(a) Tenant's Right to Possession Not Terminated.
Landlord shall have the remedy described in California Civil Code Section 1951.4
(lessor may continue lease in effect after lessee's breach and abandonment and recover
rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasona-
ble limitations). Accordingly, if Landlord does not elect to terminate this Lease on
account of any Default by Tenant, Landlord may, from time to time, without terminating
this Lease, enforce all of its rights and remedies under this Lease, including the right to
recover all Rent as it becomes due.
During the period Tenant is in Default, Landlord can enter the Premises and relet
them, or any part of them, to third parties for Tenant's account. Tenant shall be liable
immediately to Landlord for all costs Landlord incurs in reletting the Premises, including,
without limitation, brokers' commissions, expenses or remodeling the Premises required
by the reletting, and like costs and interest thereon at the maximum statutory rate. Relet-
ting can be for a period shorter or longer than the remaining Term. Tenant shall pay to
Landlord the rent due under this Lease on the dates the rent is due, less the rent Landlord
receives from any reletting. No act by Landlord allowed by this Paragraph 12.02 shall
terminate this Lease unless Landlord notifies Tenant in writing that Landlord elects to
terminate this Lease.
(b) Termination of Tenant's Right to Possession.
Upon Tenant's Default, Landlord can terminate Tenant's right to possession of the
Premises at any time. No act by Landlord other than giving written notice to Tenant shall
terminate this Lease. Acts of maintenance, efforts to relet the Premises, or the appoint-
ment of a receiver on Landlord's initiative to protect Landlord's interest under this Lease
shall not constitute a termination of Tenant's right to possession. On termination, Land-
lord has 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 the 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 after the time of
award exceeds the amount of the loss of rent that Tenant
proves could have been reasonably avoided; and
(4) Any amount, including reasonable attorney fees and costs,
necessary to compensate Landlord for all detriment proxi-
mately caused by Tenant's default.
(c) The term "rent" as used in this Paragraph 12.02 shall be deemed to be and
mean all sums of every nature required to be paid by Tenant pursuant to the terms of this
Lease, whether to Landlord or to others. As used in this Paragraph 12.02, "the worth, at
the time of the award," shall be computed by allowing interest at the rate set forth in Par-
agraph 4.04 of this Lease, but in no case greater than the maximum amount of such
interest permitted by law. As used in Paragraph 12.02(b)(3) above, "the worth at the time
of award" shall be computed by discounting such amount at the discount rate of the Fed-
eral Reserve Bank of San Francisco at the time of award, plus one percent (1 %).
12.03 Appointment of a Receiver.
If Tenant is in Default of this Lease, Landlord shall have the right to have a receiver
appointed to collect rent from Tenant's accounts receivable. Neither the filing of a 1 etition for
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the appointment of a receiver nor the appointment itself shall constitute an election by Landlord
to terminate this Lease.
12.04 Landlord's Right to Cure Tenant's Default.
All covenants and agreements to be kept or performed by Tenant under this Lease shall
be performed by Tenant at Tenant's sole cost and expense and without any reduction of Rent. If
Tenant shall fail to perform any of its obligations or Default under this Lease, Landlord may, but
shall not be obligated to, after reasonable prior notice to Tenant (except in the case of an emer-
gency), make any such payment or perform any such act on Tenant's part without waiving its
rights based upon any Default of Tenant and without releasing Tenant from any obligations
hereunder.
12.05 Tenant's Reimbursement.
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, the sum paid by Landlord shall be due immediately from Ten-
ant to Landlord at the time the sum is paid, and if paid at a later date shall bear interest at the rate
set forth in Paragraph 4.04 of this Lease from the date the sum is paid by Landlord until Land-
lord is reimbursed by Tenant. The sum, together with interest on it, shall be Additional Rent.
12.06 Inducement Recapture.
Any agreement by Landlord for free or abated Rent or other charges, or for the giving or
paying by Landlord to or for the benefit of Tenant of any cash or other bonus, inducement or
consideration for Tenant's entering into this Lease, or any other concessions of Rent or other
charges hereafter given in writing by Landlord to Tenant, all of which concessions are hereinaf-
ter referred to as "Concession Provisions," are conditioned upon Tenant, during the Term, or any
extension or renewal thereof, not being in default under this Lease beyond any applicable notice
and cure period. Upon the occurrence of a default by Tenant beyond applicable notice and cure
periods, any rent (whether Base Rent or Additional Rent), other charge, bonus, inducement, or
consideration abated, given, or paid by Landlord under such a Concession Provision shall be due
and payable by Tenant to Landlord within five (5) days following written notice to Tenant from
Landlord and recoverable by Landlord as Additional Rent due under this Lease, notwithstanding
any subsequent cure by Tenant. The acceptance by Landlord of rent or the cure of the default
which initiated the operation of this Paragraph shall not be deemed a waiver by Landlord of the
provisions of this Paragraph unless specifically so stated in writing by Landlord at the time of
such acceptance. For any months of abated rent not yet past, the abated rent shall thereafter be
due and payable as it accrues, as if such rent had neither been reduced, conceded nor abated
under Terms of this Lease.
ARTICLE 13 - SUBORDINATION AND MORTGAGES
This Lease shall be subject and subordinate to the lien of any first mortgage or trust deed,
now or hereafter in force against the Building, if any, and to all renewals, extensions, modifica-
tions, consolidations and replacements thereof, and to all advances made or hereafter to be made
upon the security of such mortgages or trust deed, unless the holders of such mortgages or trust
deeds, require in writing that this Lease be superior thereto. Tenant covenants and agrees in the
event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu
thereof, to attorn, without any deductions or set -offs, to the purchaser or any successors thereto
upon any such foreclosure sale or deed in lieu thereof if so requested to do so by such purchaser,
and to recognize such purchaser as the lessor under this Lease. Tenant shall, within five (5) days
of request by Landlord, execute such further instruments or assurances as Landlord may reason-
ably deem necessary to evidence or confirm the subordination or superiority of this Lease to any
such mortgages or trust deed, including but not limited to, a form substantially similar to the
Subordination, Non- Disturbance and Attornment Agreement attached hereto as Exhibit "E".
ARTICLE 14 - NONWAIVER
No waiver of any provision of this Lease shall be implied by any failure of Landlord to
enforce any remedy on account of the violation of such provision, even if such viol9 tion shall
continue or be repeated subsequently, and any waiver by Landlord of any provisio o4TENNV1'_aN
L-
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may only be in writing. Additionally, no express waiver shall affect any provision other than the
one specified in such waiver and then only for the time and in the manner specifically stated. No
receipt of monies by Landlord from Tenant after the termination of this Lease shall in any way
alter the length of the Term or of Tenant's right of possession hereunder, or after the giving of
any notice shall reinstate, continue or extend the Term or affect any notice given Tenant prior to
the receipt of such monies, it being agreed that after the service of notice or the commencement
of a suit, (subject to the provisions of Article 24), or after final judgment for possession of the
Premises, Landlord may receive and collect any Rent due, and payment of said Rent shall not
waive or affect said notice, suit or judgment.
ARTICLE 15 - ASSIGNMENT AND SUBLETTING
15.01 Restriction on Assignment and Subletting.
Tenant shall not, without the prior written consent of Landlord (which consent shall not
be unreasonably withheld), assign or otherwise transfer this Lease or any interest hereunder,
permit any assignment, or other transfer of this Lease or any interest hereunder by operation of
law, or sublet the Premises or any part thereof (all of the foregoing are hereinafter sometimes
referred to as a "Transfer"). Any Transfer made without Landlord's prior written consent shall,
at Landlord's option, be null, void and of no effect, and shall, at Landlord's option, constitute a
Default by Tenant under Article 12 of this Lease. Whether or not Landlord consents to any
proposed Transfer, Tenant shall pay Landlord's review and processing fees, as well as any rea-
sonable legal fees incurred by Landlord, within thirty (30) days after written request by
Landlord. Landlord may withhold consent to a proposed Transfer and such withholding of
consent shall be deemed to be reasonable if, in Landlord's reasonable business judgment, any
one or more of the following is true: (i) the proposed Transfer may result in a material deteriora-
tion in the quality of tenants occupying premises in the Project; (ii) the proposed transferee lacks
a good business reputation; (iii) the financial worth of the proposed transferee is less than the
financial worth of Tenant as of the date of this Lease; (iv) the proposed transferee's proposed use
of the Premises may be other than the use permitted hereby; (v) the proposed Transfer would
breach any covenant of Landlord respecting any financing or other agreement relating to the
Project.
15.02 Procedure to Request Landlord's Consent.
In the event of a contemplated assignment, sublease or other transfer Tenant shall address
a letter to Landlord outlining all details of the proposed transfer, including but not limited to
("Transferee Information"):
15.02.1 Full description of the proposed transferee, including but not limited to:
full legal name, legal business location, contact information, type of entity, where incorporated if
a corporation, names of corporate officers or principals, type of business including history.
15.02.2 Full financials of proposed transferee, including the most recent two -
years' profit and loss statement, a current certified financial statement (balance sheet), a current
credit report, and the most recent two -years' tax returns.
15.02.3 The written legal document executed by Tenant and Transferee which in-
cludes all terms, financial and otherwise, of the transfer, and including certain specific language
for benefit of Landlord, which document shall be submitted for Landlord's review and approval
15.02.04 In accordance with criteria set forth herein Landlord will make a
decision as to the approval of the proposed transferee by written notice to Tenant within fifteen
(15) business days following Landlord's receipt of all required Transferee Information. No
transfer shall be considered valid until Landlord has reviewed all the information required by this
of Article 15 of the Lease and rendered its written approval.
15.03 No Release of Tenant.
No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of
its obligation to pay the Rent and to perform all of the other obligations to be perfa 'ecl by
Tenant under this Lease. In the event that there has been, at any time or from tim to time, an
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assignment of this Lease or a subleasing of the Premises as permitted by the terms of this Lease,
and a new person or entity has assumed the primary obligations of the Tenant under this Lease,
the original Tenant named herein (and its assignee or subtenant in the event of a further assign-
ment or subleasing) waives any and all rights to require Landlord to proceed first against the new
primary obligor or any other party responsible for the obligations of the Tenant hereunder, or to
otherwise require Landlord to exhaust its remedies, prior to proceeding against such original
Tenant (and/or its assignee or subtenant in the event of a further assignment or subleasing); and
the original Tenant named herein (and its assignee or subtenant in the event of a further assign-
ment or subleasing) further waives all other rights and defenses under the law of suretyship or
which are in the nature of suretyship defenses.
15.04 Required Documents.
Each Transfer to which Landlord shall have consented shall be evidenced by a written in-
strument in form satisfactory to Landlord, and executed by Tenant and the sublessee, assignee or
transferee, as applicable (each, a "Transferee"). Each Transferee (i) under an assignment shall
agree in writing for the benefit of Landlord to assume, be bound by, and perform the terms,
covenants and conditions of this Lease to be performed, kept or satisfied by Tenant, including
the obligation to pay to Landlord all amounts coming due under this Lease; and (ii) under a
sublease shall acknowledge in writing in the sublease that it is subject to the terms of this Lease..
One (1) hilly executed copy of such written instrument shall be delivered to Landlord. If Tenant
fails to obtain in writing Landlord's prior consent as required by this Article 15 or otherwise
comply with the provisions of this Article 15, any attempted Transfer shall, at Landlord's option,
be null and void and of no further force or effect whatsoever.
15.05 Landlord Payment.
Any sums or other economic consideration received by Tenant as a result of a Transfer,
however denominated, which exceed, in the aggregate, (i) the total sums which Tenant is obli-
gated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of
the Premises subleased), plus (ii) the unamortized value of leasehold improvements to the Prem-
ises paid for by Tenant prior to the date of the Transfer, depreciated on a straight-line basis over
the remaining balance of the then -current Term, plus (iii) any real estate brokerage commissions
or fees payable by Tenant in connection with such Transfer, plus (iv) costs of renovation or
construction of improvements to the Premises for the benefit of the Transferee required to be
paid for by Tenant as a part of the Transfer, shall be divided between Landlord and Tenant such
that Landlord receives fifty percent (50%) and Tenant receives fifty percent (50%) of that excess.
Landlord's share of such profit shall be paid to Landlord promptly following its receipt, as Addi-
tional Rent under this Lease. Such payments shall not affect or reduce any other obligations of
Tenant hereunder. Landlord shall have the right to audit Tenant's books and records during
normal business hours at either the Premises or Tenant's principal place of business upon three
(3) days' advance written notice for the purpose of verifying Tenant's compliance with its obli-
gations hereunder and provided that Landlord keeps all information from the audit confidential.
15.06 No Hypothecation by Tenant.
Tenant shall not, without the prior written consent of Landlord (which consent may be
granted or withheld in Landlord's sole discretion), mortgage, pledge, encumber or hypothecate
this Lease or any interest herein. Tenant shall not permit the Premises to be used by any party
other than Tenant, Tenant's employees or a permitted Transferee. Any of the foregoing acts
without such consent shall be void and shall, at the option of Landlord, terminate this Lease.
ARTICLE 16 - SURRENDER OF PREMISES
16.01 Surrender of Premises.
No act or thing done by Landlord or an agent or employee of Landlord during the Term
shall be deemed to constitute an acceptance by Landlord of a surrender of the Premises unless
such intent is specifically acknowledged in a writing signed by Landlord. The delivery of keys
to the Premises to Landlord or any agent or employee of Landlord shall not constitute a surrender
of the Premises or effect a termination of this Lease, whether or not the keys are the • after re-
tained by Landlord, and not withstanding such delivery. Tenant shall be entitled t the return o
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such keys at any reasonable time upon request until this Lease shall have been properly terminat-
ed. The voluntary or other surrender of this Lease by Tenant, whether accepted by Landlord or
not, or a mutual termination hereof, shall not work as a merger, and at the option of Landlord
shall operate as an assignment to Landlord of all subleases or subtenancies affecting the Premis-
es.
16.02 Removal of Trade Fixtures.
Upon the expiration of the Term, or upon ay earlier termination of this Lease, Tenant
shall, subject to the provisions of this Article 16, quit and surrender possession of the Premises to
Landlord in as good order and condition as when Tenant took possession and as thereafter im-
proved by Landlord and/or Tenant, reasonable wear and tear and repairs which are specifically
made the responsibility of Landlord hereunder excepted. Upon such expiration or termination,
Tenant shall, without expense to Landlord, remove or cause to be removed from the Premises all
debris, and such items of furniture, equipment, and other articles of personal property owned by
Tenant or installed or placed by Tenant at its expense in the Premises, and such similar articles of
any other persons claiming under Tenant, as Landlord may, in its sole discretion, require to be
removed, and Tenant shall repair at its own expense all damage to the Premises and Building
resulting from such removal.
ARTICLE 17 - HOLDING OVER
If Tenant holds over after the expiration of the Term hereof, with or without the express
or implied consent of Landlord, such tenancy shall be from month -to -month only, and shall not
constitute a renewal hereof or an extension for any further term, and in such case Base Rent shall
be payable at a monthly rate equal to one -hundred fifty percent (150%) of the Base Rent applica-
ble during the last rental period of the Term under this Lease. Such monthly tenancy shall be
subject to every other term, agreement, covenant, and condition herein contained, including the
requirement to pay all additional rent and the charges during the month -to -month period after the
end of the agreed Term. Nothing contained herein shall be construed as consent by Landlord to
any holding over by Tenant, and Landlord expressly reserves the right to require Tenant to sur-
render possession of the Premises to Landlord as provided in this Lease upon the expiration or
other termination of this Lease. The provisions of this Article 17 shall not be deemed to limit or
constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If
Tenant fails to surrender the Premises upon the termination or expiration of this Lease, in addi-
tion to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend,
indemnify and hold Landlord harmless from all loss, costs (including reasonable attorney fees)
and liability resulting from such failure, including, without limiting the generality of the forego-
ing, any claims made by any succeeding tenant founded upon such failure to surrender and any
lost profits to Landlord resulting therefrom, all of such obligations of Tenant to survive Tenant's
surrender of possession of the Premises.
ARTICLE 18 - ESTOPPEL CERTIFICATE
Tenant shall at any time and from time -to -time on or before the tenth day following
written notice from Landlord, execute, acknowledge, and deliver to Landlord an estoppel certifi-
cate (a) certifying that this Lease is unmodified and in full force and effect (or, if modified,
stating the nature of such modification and certifying that this Lease is so modified, is in full
force and effect) and the date to which the rental and other charges are paid in advance, if any;
and (b) acknowledging that there are not, to said party's knowledge, any uncured defaults on the
part of Landlord or Tenant hereunder, or specifying such defaults if any are claimed, and such
other information reasonably requested by Landlord or Landlord's mortgagee or prospective
mortgagee. The estoppel certificate shall be in such form as may be required by any prospective
mortgagee or purchaser of the Building). Any such statement may be relied upon by a prospec-
tive purchaser or encumbrancer of all or any portion of the real property of which the Premises
are a part. Tenant shall execute and deliver whatever other instruments may be reasonably re-
quired for such purposes. Failure of the Tenant to timely execute and deliver such estoppel
certificate or other instruments shall constitute a Default and acceptance of the Premises and an
acknowledgement by Tenant that statements included in the estoppel certificate are true and
correct, without exception.
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ARTICLE 19 - CONDEMNATION
If the whole or any part of the Premises or Building shall be taken by power of eminent
domain or condemned by any competent authority for any public or quasi -public use or purpose,
or if Landlord shall grant a deed or other instrument in lieu of such taking by eminent domain or
condemnation, Landlord shall have the option to terminate this Lease upon ninety (90) days'
notice, provided such notice is given no later than one hundred eighty (180) days after the date of
such taking, condemnation, reconfiguration, vacation, deed or other instrument. If more than
twenty percent (20%) of the Premises is taken, or if access to the Premises is substantially im-
paired, Tenant shall have the option to terminate this Lease upon ninety (90) days' notice,
provided such notice is given no later than one hundred eighty (180) days after the date of such
taking. Landlord shall be entitled to the entire award or payment in connection therewith, except
that Tenant shall have the right to file any separate claim available to Tenant for any taking of
Tenant's personal property and fixtures belonging to Tenant and removable by Tenant upon
expiration of the Term pursuant to the terms of this Lease, and for moving expenses, so long as
such claims do not diminish the award available to Landlord or its mortgagee, and such claim is
payable separately to Tenant. All Rent shall be apportioned as of the date of such termination, or
the date of such taking, whichever shall first occur. If any part of the Premises shall be taken,
and this Lease shall not be so terminated, the Rent shall be proportionately abated. Tenant here-
by waives any and all rights it might otherwise have pursuant to Section 1265.130 of the
California Code of Civil Procedure.
ARTICLE 20 - RULES AND REGULATIONS
Tenant shall faithfully observe and comply with the Rules and Regulations as set forth in
Exhibit "D" attached hereto as revised and amended a from time -to -time by Landlord. Landlord
reserves the right from time to time to make all reasonable modifications to said rules. The
additions and modifications to those rules shall be in effect upon delivery of a copy of them to
Tenant. Landlord shall not be responsible to Tenant for the nonperformance of any said rules by
any other tenants or occupants.
ARTICLE 21 — SIGNS
Upon occupancy of the Premises by Tenant, Landlord shall install signage on or about
the entrance door to Tenant's suite and on the directory/directories located at the building en-
trance(s). Thereafter, modifications shall be made by Landlord, at Tenant's request and expense.
All signage requests shall be made to Landlord in writing. Tenant shall not place any signs,
advertisements or awnings upon the Premises in areas visible to the general public or the Build-
ing without the prior written approval of Landlord with respect to number, design, size, and
location of any such sign, which Landlord may grant or withhold in Landlords sole discretion.
ARTICLE 22 - ENTRY BY LANDLORD
Landlord reserves the right at all reasonable times to enter the Premises, with 24 hours
notice, except in case of emergency, to (i) inspect them; (ii) show the Building, the Premises, the
Project and each portion thereof to prospective tenants, mortgagees, purchasers, ground lessors
or other third parties and their respective engineers, architects, appraisers, space planners and
other consultants; (iii) post notices of nonresponsibililty; or other applicable laws, or for structur-
al alterations, repairs or improvements to the Building. Notwithstanding anything to the contrary
contained in this Article 22, Landlord may enter the Premises at any time to (A) perform services
required of Landlord; (B) take possession after a Default of this Lease in the manner provided
herein; (C) perform any covenants to be performed by Tenant after a Default by Tenant; and (D)
in an emergency. Landlord may make any such entries without the abatement of Rent and may
take such reasonable steps as required to accomplish the stated purposes. Tenant hereby waives
any claims for damages or for any injuries or inconvenience to or interference with Tenant's
business, lost profits, any loss of occupancy or quiet enjoyment of the Premises, and any other
loss occasioned thereby. For each of the above purposes, Landlord shall at all times have a key
with which to unlock all the doors in the Premises, excluding Tenant's vaults, safes and special
security areas designated in advance by Tenant. In an emergency, Landlord shall have the right
to use any means that Landlord may deem proper to open the doors in and to the Premises. Any
entry into the Premises by Landlord in the manner hereinbefore described shall not be deemed to
24 Initials: WAA /I—
i 1. L) R b Ti; N'r
be a forcible or unlawful entry into, or a detainee of, the Premises, or an actual or constructive
eviction of Tenant from any portion of the Premises.
ARTICLE 23 - ATTORNEY FEES
If either party commences litigation against the Other for the specific performance of'this
Lease, for damages for the breach hereof, or otherwise for enforcement of any reniedy lsereun-
der, the panties hereto agree to and hereby do waive any right to ti-ial by jury, and in the event of
any such commencenjent of litigation, the prevailing party shall be entitled to recover from the
other party such costs and reasonable attorney fees as may have been incurred.
ARTICLE 24 - ARBITRAT[ON OF DISPUTES
IN THE EVENT OF ANY DISPUTE BETWEEN THE PARTIES UNDER THIS
LEASE, OR IN THE EVENT ANY DISPUTE IS ANTICIPATED AS TO WHICH
EITHER PARTY DESIRES TO OBTAIN DECLARATORY RELIEF, TIIE DISPUTE
OR ANTICIPATED DISPUTE SHALL BE SU13M1TTED TO BINDING ARBITRATION,
UPON THE APPLICATION OF EITHER PARTY, IN ACCORDANCE WITH
CALIFORNIA CODE OF CIVIL PROCEDURE, SECTIONS 1282-1284.2.
NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO
HAVE ANY DISPUTE ARISING OUT OF THE MATTERS :INCLUDED IN THIS
"ARBITRATION OF DISPUTES" PROV[SION DECIDED BY NEUTRAL
ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP
ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A
COURT OR JURY TRIAL. BV INITIALLING IN THE SPACE BELOW YOU ARE
GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS
THE RIGHTS ARE SPECIFICALLY INCLUDED IN THIS "ARBITRATION OF
DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER
AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE
UNDER THE AUTHORITY OF THE CALWORNIA CODE OF CIVIL PROCEDURE.
YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. EACH
OF THE UNDERSIGNED HAS READ AND UNDERSTANDS THE FOREGOING AND
AGREES TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN
THIS "ARBITRA&ION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION.
1-:111Tto d's initials Tenan ' initials
ARTICLE 25 - TENANT PARKIN
Tenant shall be assigned, commencing on the Rent Commencement Date, on a nonexclu-
sive basis, together with other tenants and their respective employees, the number of
undesignated, unreserved spaces specified in Paragraph 1.01 of the Lease, available in the Park-
ing Structure. Commencing on the Rent Commencement Date, or such other date as may be set
forth in Paragraph 1.01 and/or Exhibit "G", and monthly thereafter throughout the Term of the
Lease as it may be extended, the Parking Payment, set forth in Paragraph 1.01 of this Lease, and
as it may be increased from time to time, will be due and payable under terms and provisions set
forth in the Lease. Tenant and Tenant's employees shall abide by all rules and regulations which
are prescribed from time to time for the orderly operation and use of the Parking Structure. Such
rules and regulations shall provide that Tenant shall pay Landlord's then reasonable current
charge for any replacement of any Tenant access card which is lost, stolen, damaged or de-
stroyed. Landlord specifically reserves the right to reasonably modify, change the size,
configuration, design, layout and all other aspects of the Parking Structure at any time and Ten-
ant acknowledges and agrees that Landlord may, without incurring any liability to Tenant and
without any abatement of Rent under this Lease, from time to time, close -off or restrict access to
the Parking Structure or portions thereof, or other parking areas for purposes of pennitting or
facilitating any such construction, alteration or improvements. Landlord may delegate its re-
sponsibilities hereunder to a parking operator in which case such parking operator shall have all
the rights of control attributed hereby to the Landlord. The parking privileges provided to Ten-
ant pursuant to this Article 25 are solely for use by Tenant's own personnel and suc i privileges
may not be transferred, assigned, subleased or otherwise alienated by Tenant with t Landlord'
25 Initials:
LA O D TEN T
prior written approval_ Tenant's invitees and guests may use parking spaces in the Parking
Structure that are otherwise allocated or reserved on a first -come, first -serve basis, upon payment
of Landlord's then prevailing parking rate. A validation or other system determitied, in Land-
lord's reasonable judgment, shall be made available to Tenant to enable Tenant to pay for
customer parking. The parking privileges made available to Tenant are not for long tern (i.e.,
more than 48 hours) storage of automobiles, or for short or long term storage of boats, trailers,
recreational vehicles, motorcycles or other vehicles or equipment. Such vehicles will be re-
moved from the Parking Structure at Tenant's expense.
ARTICLE 26 - G UARANTOR
If a Guarantor is referenced in Article 1.01(n) of the Fundamental Lease Provisions, it
shall be a condition precedent to the effectiveness of this Lease that the Guarantor execute and
deliver to Landlord a guaranty of lease in the form attached to this Lease as Exhibit E and incor-
porated into this Lease by this reference, guaranteeing the full and faithful performance of all
obligations of Tenant under this Lease.
ARTICLE 27 - GENERAL PROVISIONS
27.01 Captions.
The captions of the Articles and Paragraphs of this Lease are for convenience only and
shall not be deemed to limit, construe, affect or alter the meaning of such Articles and Para-
graphs.
27.02 "Landlord" and "Tenant".
The words "Landlord" and "Tenant" whenever used herein shall be applicable to one (1)
or more persons as the case may be, and the singular shall include the plural. and the neuter shall
include the masculine and feminine, and if there be more than one as to any given leasehold
estate arising hereunder, the obligations of this Lease applicable thereto shah be_joint and sever-
al.
27.03 "Persons".
The word "persons" wherever used shall include individuals, firms, associations, and cor-
porations.
27.04 Nonexclusive Remedies.
Various rights, options, elections, powers and remedies of either party contained in this
Lease shall be construed as cumulative, and no one of them exclusive of any others, or of any
other legal or equitable remedy which such patty might otherwise have in the event of breach or
default in the terms hereof, and the exercise of one right or remedy by such party shall not in any
way impair such party's right to any other right or remedy until all obligations imposed upon the
other have been fully performed.
27.05 Inde pendent Cavenants.
This Lease shall be construed as though the covenants herein between Landlord and Ten-
ant are independent and not dependent.and Tenant hereby expressly waives the benefit of any
statute to the contrary and agrees that if Landlord fails to perform its obligations set forth herein,
Tenant shall not be entitled to make any repairs or perform any acts hereunder at Landlord's
expense or to any setoff of the Rent or other amounts owing hereunder against Landlord; provid-
ed, however, that the foregoing shall in no way impair the right of Tenant to commence a
separate action against Landlord for any violation by Landlord of the provisions hereof so long
as notice is first given to Landlord and any holder of a mortgage or deed of trust covering the Y
Building of any portion thereof, whose address has been given to Tenant, and a reasonable op-
portunity is granted to Landlord and such holder to correct such violations as provided above.
26 initials. 1
L LORD TE NT
27.06 Successors and Assigns.
Subject to all other provisions of this Lease, each of the provisions of this Lease shall ex-
tend to and shall, as the case may require, bind or inure to the benefit not only of Landlord and of
Tenant, but also of their respective successors or assigns, provided this clause shall not permit
any assigrunent by Tenant contrary to the provisions of Article .15 of this Lease.
2 7.0 7 Entire ,q reeme,lt.
It is understood and acknowledged that there are no oral agreements between the parties
hereto affecting this Lease and this Lease supersedes and cancels any and all previous negotia-
tions. arrange3nents, brochures, agreements and understandings, if, Y, between the parties
hereto or displayed by Landlord to Tenant with respect to the subiect matter thereof, and none
thereof shall be used to interpret or construe this Lease. This Lease and any separate agreement
executed by Landlord and Tenant in connection with this Lease and dated of even date herewith,
contain all of the terms, covenants, conditions, warranties and agreements of the parties relating
in any manner to the rental, use occupancy of tile Premises and shall be considered to be the only
agreements between the parties hereto and their representatives and agents. None of the terms,
covenants, conditions or provisions of this Lease can be modified, deleted or added to except in
writing signed by the parties hereto.
27.08 Time.
Time is of the essence of each item and provision of this Lease.
27.09 Severance.
If any term, provision or condition contained in this Lease shall, to any extent, be invalid
or unenforceable, the remainder of this Lease, or the application of such term, provision or con-
dition to persons or circumstances other than those with respect to which it is invalid or
unenforceable, shall not be affected thereby, and each and every other term, provision and condi-
tion of this Lease shall be valid and enforceable to the fullest extent possible permitted by law.
27.10 Notices.
In addition to the service of notices in accordance with State law, all notices, demands, or
Other writings whic], may be given or made or sent by either party according to State law or
according to the Lease shall be deemed to have been fully given provided given in writing ad-
dressed to the Tenant at such addresses as set forth in Article 1.01 of the Lease (or as re-
designated in accordance with this Article 27.10) and shall be deemed given (i) two (2) business
days after being deposited in the United States mail, registered or certified and postage prepaid
(return receipt not required); 0i) and (1) business day after being deposited with a nationally
recognized overnight delivery service such as Federal Express or UPS: or (iii) when delivered if
delivered by personal delivery.
27.11 Authority of Parties.
If Tenant or Landlord is a corporation, partnership or other form of entity, each individual
executing this Lease on behalf Landlord or Tenant hereby represents and warrants that such party
is a dully formed and existing entity qualified to do business in California and that it has full
right and authority to execute and deliver this Lease and that each person signing on behalf of
such party is authorized to do so, If Tenant is a Corporation, this Lease shall be signed by the
Chairman of the Board, the President or any Vice President, and the Secretary, Assistant Secre-
tary, the Chief Financial Officer or any Assistant Treasurer of such corporation, or Tenant shall
provide Landlord, concurrently with a duly adopted Resolution of the Corporation's Board of
Directors, in accordance with its Articles of Incorporation and By -Laws.
27.12 Brokers.
Tenant hereby represents and warrants that it has had no dealing with any real estate bro-
ker or agents in connection with the negotiation of this Lease, excepting only the real estate
broker(s) or agent(s) specified in Paragraph 1.01 of the Lease (`Broker(s)", and that it knows of
no real estate broker or agent who is entitled to a commission in connectiWwithis Lease.
27 InitialsLRD TE T
Tenant agrees to indemnify and defend Landlord against and hold Landlord harmless from any
and all claims, demands, losses. liabilities, lawsuits, judgments, and costs and expenses (includ-
ing without limitation reasonable attorney fees) with respect to any leasing; commission or
equivalent compensation alleged to be owing on account of any dealings with any real estate
broker or agent, other than Broker, occurring by, through, or Linder Tenant.
27.13 Integration.
This Lease, including the Rules and Regulations attached hereto and incorporated herein
by reference and including any addendum attached hereto and executed by the parties, contains
the entire understanding between the parties and supersedes any prior understandings and/or
written or oral agreements between them respecting the within subject matter. There are no
representations, agreements, arrangements, or understandings, oral or written between and
among the parties hereto relating; to die subject matter of this Lease which are not fully expressed
herein.
27.14 Joint and Several.
If there is more than on Tenant, the obligations imposed upon Tenant under this Lease
shall be joint and several.
27.15 Force Majeure.
Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God,
inability to obtain services, labor, or materials or reasonable substitutes therefor, governmental or
quasi -governmental (including utility companies) action, failure to act or impositions of re-
strictions or limitations, riot or civil commotion, explosion, mire, earthquake or othercasualty,
unusual and severe weather, pandemic, event impacting environmental conditions, and other
causes (whether or not similar to any of the foregoing;) beyond the reasonable, control of the party
obligated to perform and impacting; such pat-ty's performance (each such event is referred to as a
"Force Majeure Event") shall excuse such party's performance fora period of time that is equal
to tale period of such prevention, delay or stoppage and, therefore, if this Lease specifies a time
period for a parry's performance of a covenant or obligation. that time period for that party's performance slnall be extended by the period of any delay in its performance arising from the
Force Majeure Event; provided, however, that the ter -Ill "Force Majeure Event" shall not in any
event include, and this Section 27,15 shall not apply to, or delay or excuse, a party's covenants
and obligations to make payments as, when and in the amounts set forth in this Lease.
Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God,
inability to obtain services, labor, or materials or reasonable substitutes therefor, governmental or
quasi -governmental (including; utility companies) action, failul•e to act or impositions of re-
strictions or limitations, riot or civil commotion, explosion, Fire, earthquake or other• casualty,
unusual and severe weather, pandemic, event impacting environmental conditions, and other
causes (whether or not similar to arty of the foregoing) beyond the reasonable control of the party
obligated to perform and impacting such party's performance (each such event is referred to as a
"Force Majeure Event") shall excuse such party's performance for a period of time that is equal
to the period of such prevention, delay or stoppage and, therefore, if this Lease specifies a time
period for party"s performance of a covenant or obligation, that time period fog that parry's
performance shall be extended by the period of any delay in its performance arising from the
Force Majeure Event; provided, however, that the term "Force Majeure Event" shall not in any
event include, and this Section 27,15 shall not apply to, or delay or excuse, a party's covenants
and obligations to make payments as, when and in the amounts set forth in this Lease.
27.16 Buildin Name and 5inna e,
Landlord shall have the right at any time to change the name of the Building; or Civic
Center Square and to install, affix and maintain any and all signs on the exterior and on the
interior of the Building as Landlord may, in Landlord's sole discretion, desire. Tenant shall not
use tine name of tine Building or Civic Center Square, or use pictures or illustrations of the Build-
ing or Civic Center Square in advertising; or other publicity, without the prior written consent of
Landlord.
28 Initials: H
L LORD +TENIT-
27.17 L.andlgd Excr.rl anon.
It is expressly understood and agreed that notwithstanding anything in this Lease to the
contrary, and notwithstanding any applicable law to the contrary, the liability of Landlord here-
under (including any successor landlord hereunder) and any recourse by Tenant against Landlord
shall be limited solely and exclusively to the interest of Landlord in and to the Building, and
neither Landlord, nor officers, directors, shareholders or members shall have any personal liabil-
ity thereof, and Tenant, art behalf of itself and all persons claiming by, through or under Tenant,
hereby expressly waives and releases Landlord and such officers, directors, shareholders or
members from personal liability.
27.18 Hazarcloiis Material.
As used herein, the term "Hazardous Material" means any hazardous or toxic substance,
material or waste which is or becomes regulated by, or is dealt with in, any local governmental
authority, the State of California or the United States Government, but shall exclude any
deminimis items commonly used in the operation of a business office in a Class A Office Build-
ing so long as used in compliance with all applicable laws.
27.19 No Discrimination.
Tenant covenants by and for itself, its heirs, executors, administrators and assigns, and all
persons claiming under or through Tenant, and this Lease is made and accepted upon and subject
to the conditions that there shall be no discrimination against or segregation ❑f any person ar
group of persons, on account of race, solar, creed, sex, religion, marital status, ancestry o:- na-
tional origin in the leasing, subleasing, transferring, use, or enjoyment of the Premises.
27.20 Governing Laws.
This Lease shall be governed by and construed in accordance with the laws of the State of
California.
27.21 Submission of Lease,
Submission by Landlord of this Lease for review or signature by Tenant does not consti-
tute a reservation of or an option for lease, and it is not effective as a lease or otherwise until
execution and delivery by both Landlord and Tenant.
IN WITNESS WHEREOF, Landlord and Tenant have executed this agreement the date set
forth above.
TENANT:
CITY OF FRESNO,
A California municipal
[Title]
APPROVED AS TO FORM:
ANDREW .IANZ
City Attorney
By:
Tracy N. Pary r jail Date
Supervising uty City Attorney
ATTEST:
TODD STERMER, CMC
City Cleric
LANDLORD:
TUTELIAN HOLDINGS 1, LLC,
A California limited liability company
Civic Center Square, Inc.., a California
Corporation
Managing Memh
B ,�A 1 c
Y, /,�-
Name: ��
Title: President and CFO
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
29 Initials: //
LR ORQ TEN NT
If Tenant is a Corporation, this Lease shall be signed by the Chairman of the Board, the President or any Vice President, and the Secretary,
Assistant Secretary, the Chief Financial Officer or any Assistant Treasurer of such corporation; or "Tenant shall provide Landlord, concurrently
with a duly adopted Resolution of the Corporation's Board of Directors, in accordance with its Articles of Incorporation and By -Laws.
30 Initials: //
LA L RD VTENT
EXHIBIT "A"
2440 TULARE BUILDING — Office Lease
Legal Description of Land
Parcel 1: (Building Parcel)
Lots 27 That portion of Lots 1 through 8, inclusive, 28 through 32, inclusive, in Block 126 of the
Town (now City) of Fresno, in the City of Fresno, County of Fresno, County.
Excepting therefrom the Northeasterly 50 feet of Lots 31 and 32 and the Northeasterly 50 feet of
the Northwesterly 12 1/2 feet of Lot 30 of said Block 126.
92-168784, together with the portion of the alley located within said Block 126 (abandoned)
Which would pass by a conveyance of said land under Section 831 and 1112 of the Civil Code,
described as follows:
Beginning at a point on the Northwest line of said Lot 32, a distance of 146.40 feet from the
most Westerly corner of said Lot 32; thence North 48°03'23" East, along the Northwest line of
said Block 126, a distance of 173.70 feet to the most Northerly corner of said Lot 1;
thence South 42' 01'00" East, along the Northeast line of said Block 126, a distance of 180.04
feet; thence South 48°06'32" West, a distance of 99.60 feet; thence North 41°53'28" West, a
distance of 53.85 feet; thence South 89°21'51" West, a distance of 27.52 feet; thence South
48°06'32" West, a distance of 53.81 feet; thence North 41 °53'28" West, a distance of 107.88 feet
to the Point of Beginning.
Parcel 2: (Parking Structure)
That portion of Lots 24 through 32, inclusive, in Block 126 of the Town (now City) of Fresno,
recorded in Book 1, page 2 of Plats, Fresno County Records and Parcel B and Outlot A of Parcel
Map No. 83-46, recorded in Book 42, pages 30 through 33, inclusive, of Parcel Maps, Fresno
County Records, described as follows:
Beginning at the most Westerly corner of said Lot 32, thence North 48°03'23" East, along the
Northwest line of said Lot 32, a distance of 123.62 feet; thence South 42'01'14" East, a distance
of 102.16 feet; thence North 47°58'46" East, a distance of 12.00 feet; thence South 42°0F]4"
East, a distance of 4.80 feet; thence South 51 °33'26" East, a distance of 29.91 feet; thence South
38°26'34" West, a distance of 17.19 feet; thence South 42'01'14" East, a distance of 82.81 feet to
the intersection with the Northwest line of said Parcel B; thence South 42'01'14" East, a distance
of 52.00 feet; thence South 48'01'33" West, parallel with and 52.00 feet from the Northwest line
of said Parcel B, a distance of 143.62 feet to the intersection with the Southwest line of said
Parcel B; thence North 42'01'14" West, along the Southwest line of said Parcel B, a distance of
52.00 feet to the most Westerly corner of said Parcel B; thence North 48'01'33" East, along the
Northwest line of said Parcel B, a distance of 20.00 feet to the intersection with the Southwest
line of Lot 24; thence North 42'01'14" West, along the Southwest line of Lots 24 through 32
inclusively, a distance of 222.18 feet to the Point of Beginning.
Parcel 3: (Common Area)
That portion of Lots 1 through 9, inclusive, 24 through 32, inclusive, in Block 126 of the Town
(now City) of Fresno, recorded in Book 1, page 2 of Plats, Fresno County Records, together with
that portion of the alley located within said Block 126 (abandoned) which would pass by a con-
veyance of said land under Section 831 and 1112 of the Civil Code, and Parcel B and Outlot A of
Parcel Map No. 83-46, recorded in Book 42, pages 30 through 33, inclusive, of Parcel Maps,
Fresno County Records, described as follows:
Beginning at a point on the Northwest line of said Lot 32, a distance of 123.62 feet from the
most Westerly corner of said Lot 32; thence North 48°03'23" East, along the Northwest line of
said Lot 32, a distance of 22.78 feet; thence South 41 °53'28" East, a distance of 107.88 feet;
thence North 48°06'32" East, a distance of 53.81 feet, thence North 89°21'51" East, a distance of
27.52 feet; thence South 41 °53'28" East, a distance of 53.85 feet; thence North 48°06'32" East,
thence a distance of 99.60 feet to the intersection with the Northeast line of said Block 126:
A-] Initials: 11
LA [{D TCi ti'"I'
thence South 42'01'00" East, along the Northeast line of said Block 126, a distance of 41.97 feet
to the most Northerly corner of Parcel A of said Parcel Map No. 83-46; thence South 48'01'33"
West, along the Northwest line of Parcels A and B of said Parcel Map No. 83-46, a distance of
196.46 feet; thence North 42°01'14" West, a distance of 82.82 feet; thence North 38°26'34" East,
a distance of 17.19 feet; thence North 51 °33'26" West, a distance of 29.91 feet; thence North
42'01'14" West, a distance of 4.80 feet; thence South 47°58'46" West, a distance of 12.00 feet;
thence North 42'01'14" West, a distance of 102.16 feet to the Point of Beginning.
Situated in Fresno County, California.
A-2 f n itials. 11
LA RD TE ,T
�1
EXHIBIT "A-V
2440 TULARE BUILDING — Office Lease
Site Plan of the Project
- - - - - n RTRFFT — — —
Al Initials: //
LA*R�*TENT
EXHIBIT "A-2"
2440 TULARE BUILDING — Office Lease
Premises Floor Plan
47
((( N-3,
OfflCIVIC CENTER SUITE430
D " 2440 TULARE STREET
906 N. Street suite #200 Fresno, CA 93727 FRESNO, CA 93721
8 Ph: (559) 495-0700 Fax: (559) 405.1150 REV: DATE: M
A2 Initials:
LA# RD *TE-N'r
EXHIBIT "B"
2440 TULARE BUILDING — Office Lease
LANDLORD'S NOTICE OF CERTAIN TERM DATES
This .Exhibit "B" when delivered by Landlord to Tenant is attached to and made part of the Lease
dated the day of , 2023 by and between Tutelian Holdings 1, LLC a
California limited liability company ("Landlord)esno, '
Califo
corporation, through its 11l.jnijing asicl Develol) nont Department ("Ten nt )i><iia, a municipal
1 • The Premises have been accepted by the Tenant as of
shall be initial date of the Term. 2023, which
2. Pursuant to the provisions of Paragraph l .0 i ❑f the Lease, the Rent Cotn[n
n7enceent Date
is 2023. Pursuant to the provisions of Paragraph 1.0I of the Lease,
the expiration date of the Term ❑f'this Lease is 72,
Tenant properly and timely exercises its renewal Options pursuant to Parag." ph 1 0lless of
the Lease.
3. Under the terms Of Paragraph 1.01 of the Lease, Tenant shall commence paying its pro-
portionate share of Operating Costs as Additional Rent on the
day of
, 2023.
4. If the Con7rnenceme7t Date of the Lease is other than the first day of the month, the first
Rent Billing will contain apro-rata adjustment. Each billing Of
shall ,for the
full amount of monthly installments of Rent provided for in the Lease.
5. Rent is due and payable in advance on the first day of each month during the Term.
Tenant's Rent checks are to be made payable to Landlord and delivered to Landlord at
906 N Street, Suite 200. Fresa7o, CA, or at such other place
Landlord. designated ill writing by
LANDLORD: TUTELIAN HOLDINGS I, LLC,
a California limited liability company
By: Civic Center Square, Inc., a California corporation
Managing Member
By. Date:
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L. TEN
EXHIBIT "C"
2440 TULARE BUILDING at Civic Center Square
Allocation of [mprovement Worlc to Premises
This Exhibit "C" is attached to and made a part of the Cttice Lease dated as of the
Z0ay of23yad between Tutelintt Holdings I, LLC, a mllimited liability
and City of Fresno, California, a municipal corporation, through its
Planning and Development Department ("Tenant'").
THIS WORK LETTER ("Work .Letter") supplements the Lease executed concurrently
herewith. All capitalized terms not defined herein shall have the same meanings as set forth in
the Lease.
I. Tenant l:n rovements. Landlord and Tenant acknowledge and agree that Land-
lord shall deliver and Tenant shall accept the Premises "As-ls", except that Landlord shall
construct an opening as determined by Landlord to provide access between the two Suites ("Ten-
ant Ienprovetnents"). All other Tenant Improvements as approved by Landlord shall be
laerforrned by Landlord at Tenant's expense, including but not limited to any electrical or• conduit
cabling to accommodate Tenant's systems furniture.
Changes.
Tenant shall not make or request any improvements to the Premises without
Landlord's prior written approval, which approval shall not be unreasonably
withheld; provided, however, that Landlord may disapprove, in its sole and abso-
lute discretion, any improvements that: (i) do not comply with the Building
Codes, GO would delay the completion of the Tenant Improvements to be com-
pleted by Landlord, (iii) require power cnnsuraption and/or Building services
beyond the level normally provided to other tenants in the Building; (iv) overload
the floors; or (v) in Landlord's reasonable opinion, are of a nature or quality that
is inconsistent with Landlord's objectives concerning the appearance or quality of
the .Building.
b. If Tenant requests any improvements to the Premises, and Landlord approves
such improvements, and such changes and/or substitutions result in increased
costs of constructing the Tenant lnipr-overnents, then Tenant shall pay all such ex-
cess costs to Landlord within thirty (30) days after receipt of Landlord's invoice
therefor, including Landlord's overhead, administration and supervisory fee equal
to fifteen (15%) of the amount of the approved change order. Any and all sums or
changes owing by Tenant to Landlord pursuant to this Paragraph 3 shall be con-
sidered Additional Rent.
3. Tenant's Work. Any other item or work, inCludin r
, for example,
data service or furnishings, for which Tenant contracts separately (hereinafterl Ter7tele'phone an
shall be subject to Landlord's policies and schedules and shall be conducted in such a way as not
to binder, cause any disharmony with. or delay woric of improvement in the Building. Tenant's
suppliers, contractors, workmen, and mechanics shall be subject to reasonable approval by Land-
lord prior to the commencement of their work and shall be subject to Landlord's administrative
control while performing their work. Tenant shall have provided adequate proof of the insurance
required to be maintained by Tenant pursuant to the terms of the Lease, prior to commencing any
Tenant Work.
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IN WITNESS WHEREOF, the parties have executed this Work Letter as of the execution
date of the Lease.
TENANT: CITY OF FRESNO, CALI FORMA, a municipal corporation, through its
Planning and Development Department
Date:
LANDLORD: TUTELIAN HOLDINGS I, LLC, a California limited liability company
By: Civic Center Square, Inc., a California corporation
Managing M mb
By. Date:
C-2 Initials: WLR
:DT
LA
:EXHIBIT "D"
2440 BUILDING at Civic Center Square
PROPERTY RULES AND REGULATIONS
WHICH CONSTITUTE A PART OF THE LEASE
These Rules and Regulations shall be attached to and form a part of the Lease at the
Building. Tenant upon execution of the Lease for space at the Building shall be deemed to have
read these Rules and Regulations and to have agreed to abide by them as a condition to its occu-
pancy of space in the Building. In the event of any conflict between these Rules and
Regulations, or any amendments or additions thereto, and the provisions of the Lease, such
Lease provisions shall control.
I. Tenant and Tenant's employees, agents, clients or invitees shall not loiter in the
cornmon areas of the Property nor shall they in any way obstruct the sidewalks, entry passages,
driveways, entrances and exits to the Property, and they shall use same only as passageways to
and from their respective work areas.
2. Tenant, and Tenant's employees, agents, clients or invitees shall not do anything on
any premises, or bring or keep anything therein, which will in any way increase or tend to in-
crease the risk of fire or the rate of fire insurance or which shall conflict with applicable law,
rules or regulation established by any governmental body or official having jurisdiction, the
regulations of the fire department or the provision or requirements of any insurance policy on
such premises or any part thereof.
I Tenant and Tenant's employees, agents, clients or invitees shall not interfere in any
way with other tenants or those having business with them, nor bring nor keep in or about the
Building any animal or bird (with exception of those permitted by the ADA or FEHA) nor any
bicycle, automobile or any other vehicle, except such vehicles as they are permitted to park in the
designated area of the Parking Structure. Parking in all areas about the Building is provided Tor
the maximum convenience of the patrons of the Building. All tenant cars and tenant employee
cars shall be registered with the Building Manager. Employee parking shall be in all circum-
stances as directed by Landlord or Building manager as LaIldlord'S representative. Building
Manager may issue parking stickers to Tenant and Tenant employees.
4. Tenant shall not make nor permit any other agents, employees, customers, or visitors
to make any loud or improper noises or odors in the Building or otherwise interfere in any way
with other tenants or persons having business within the Building. No Tenant shall conduct,
directly or indirectly, any auction in the Building, nor permit any other person to conduct an
auction therein. No musical instruments shall be played in the Building. Tenant shall not throw
nor permit any of its employees, agents, clients, or invitees to throw cigar or cigarette butts or
other substances or litter of any kind in or about the Building, except in receptacles placed there
for such purpose.
5. No part of the offices shall be used for lodging or sleeping purposes. Cooking of
meals, other than by microwave oven in the kitchen area provided for that purpose, is prohibited
in the Premises.
6. The water -closets, urinals, sinks, and set basins shall not be used for any purposes
other than those for which they were constructed. Waste and excessive or unusual use of water
or heat will not be allowed. Tenant shall exercise extraordinary care and caution that all water
faucets or water apparatus are entirely shut off before Tenant or Tenant's employees leave the
Building, and that all electricity shall likewise be carefully shut off so as to prevent waste or
damage, and for any default or carelessness the Tenant shall make good all injuries sustained by
other tenants or occupants of the Building or by the Landlord.
7. The Premises shall not be used by the Tenant, Tenant's employees, agents, clients or
invitees for the sale of intoxicating liquors, nor for any illegal or immoral purpose, and all gov-
ernmental laws and ordinances shall be complied with by the Tenant.
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8. Landlord reserves the right to refuse access to any persons Landlord in good faith
judges to be a threat to the safety, reputation, or property of the Building and its occupants.
9. The entry door of the Building shall be unlocked as follows:
a. On all business days, Monday through Friday, between the hours of 7:00 AM and
6:00 PM.
b. During other hours, the Tenant may gain access to the Building by the use of a
key that will be furnished.
10. Heat and air conditioning will be provided to the Building from 7:00 AM until
6:00 PM (Monday through Friday) or whenever such heating and cooling shall, in the Landlord's
judgment, be required for the comfortable occupation of the Building. Heating and air condition-
ing, For times in excess of those specified herein, may be arranged by the mutual written
agreement of the parties, and Tenant may be required to pay the increased cost therefore,
1 1. The Landlord shall provide a directory which shall contain the names of each of
the tenants in the Building, The Tenant sha[l not use the name of the Building, or any change in
the name of the Building in connection with or in Pro'notion or advertising the business of the
Tenant except as the Tenant's address.
12. Machinery, equipment and furnishings which have any of the following character-
istics are restricted and may not be placed in the Premises without the express prior written
permission of Landlord:
a) Anything of unusually heavy weight including safes. large Miles, etc.
b) Anything which in the sole judgement of Landlord may tend to do damage to the
Floors and/or or structure of the Premises and/or the cornnion area.
c) Any machinery which, in Landlord's sole judgement may cause any unreasonable
noise or jar, or tremor, or excessive vibration to the floors or walls or which by its
weight might injure the walls or floors of such Premises or any other portion of
the Building, or that may disturb any other tenant of the Building.
d) Any machinery of any kind, other than Gusto:nary office equipment.
e) Any apparatus other than low -power drain. normal office equipment connected
with the electrical wiring of the Building.
f} Any apparatus connected with the plumbing system of the Building.
13. Before moving furnishings or equipment in or out of the Premises Tenant must
get prior approval from, and schedule with. Landlord's Property Manager and comply with all
moving instructions, including but not limited to, floor protection and insurance requirements.
I4. Tenant, Tenant's employees, agents, clients and invitees shall comply with Cali-
fornia Government Code, Sections 7596-7598, which states "no public employee or member of
the public shall smoke any tobacco product inside a public building or ill an outdoor area within
20 feet of a main exit, entrance, or operable window of public building"
15. All freight must be moved into, within, and out of the Premises only through the
back doors and according to such regulations as may be posted from time to time by the Land-
lord.
16. No painting shall be done ill the Building, nor shall any alteration be made in any
part of the building by putting up or changing partitions, doors, or windows, nor shall there be
any nailing, boring or screwing into the woodwork, metal partitions or plastering without the
consent of the Landlord or his agents, except for the hanging of customary office decorations
including certificates, pictures, and similar items on sheet rock walls.
17. Tenant shall not place or store in the Common Area any table, chairs, benches, or
other personal property, except with written consent of Landlord.
18. No aerial of any kind shall be erected on the roof or exterior walls of the Premis-
es, or on the grounds, without in each instance, the written consent of the Landlord. Any aerial
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so installed without such written consent shall be subject to removal without notice at any time
and at Tenant's expense.
19. Tenant shall give immediate notice to the Building Manager in case of accidents
on the Premises or in the Building or of defects therein or in any fixtures or equipment, or of any
known emergency in the Building.
20. Neither Tenant, nor Tenant's employees, agents or invitees shall go upon the roof
of the Building.
21. Tenant shall observe all security regulations issued by the Landlord and comply
with instructions acid/or directions of the duly authorized security personnel for the protection of
the Building and all tenants therein.
22. Tenant shall comply will all safety, fire protection, and evacuation regulations es-
tablished by Landlord or any applicable governmental agency.
23. No additional lock or locks shall be placed by the Tenant on any door in the
Building, nor shall locks be changed, unless written consent of the Landlord shall have been first
obtained.
24• All window coverings must have the approval of Landlord prior to installation.
No posters, signs nor any other object which can be seen from the exterior of the Building shall
be placed in any window of the Building.
25. The Landlord shall be in no way responsible to the Tenant for any loss of property
from the leased premises, however occurring, nor from any damage, including but not limited to
damage done to the effects of Tenant by the janitor, or any of his employees, of by any other
person or any other cause, except the Landlord's gross negligence.
26. Landlord reserves the right to waive any one of these rules or regulations, and/or
as to any particular tenant, and any such waiver shall not constitute a waiver of any other rule or
regulation or any subsequent application thereof to such tenant or any other tenant.
27. Landlord reserves the right to rescind any of these Rules and Regulations of the
Building, and to make such other and further rules and regulations that in its judgment shall from
time to time be needed for the safety, protection, care and cleanliness of the Building, the Prem-
ises and the operation thereof, the preservation of good order therein and the protection and
comfort of the other tenants in the :Building and their agents, employees, clients and invitees,
which rules and regulations, when made and written notice thereof is given to Tenant, shall be
binding upon Tenant in like manner as if originally herein prescribed. However, no rule or
regulation adopted by Landlord shall unreasonably interfere with the operation of Tenant's busi-
ness.
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EXHIBIT 4
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2440 BUILDING at Civic Center Square
SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT
SA11'IPLE — SUBJECT TO MODIFICATION UPON RE VIEW OF LEASE
WHEN RECORDED RETURN TO:
MECHANICS BANK
725 ALFRED NOBEL DRIVE
HERCULES, CA 94547-5610
PARTIES: LANDLORD: TUTELIAN HOLDINGS I, LLC, a limited liability company
906 `N' Street, Suite 200
Fresno, CA 93721
TENANT: [Company Name]
[Address]
[Address]
BANK: MECHANICS BANK, a California banking corporation
725 Alfred Nobel Drive
Hercules, CA 94547-5610
This Subordination, Acknowledgment of Lease Assignment, Non -Disturbance and At-
tornment Agreement ("Agreement") is made and entered into this [Date] day of [Month] , [Year]
by and among Landlord, Tenant and Bank.
WITNESSETH
WHEREAS, Landlord is the owner of an Office Building, situated in the City of Fresno
County of Fresno, State of California commonly known as 2440 Tulare Street, and more particu-
larly described on Exhibit "A" attached hereto and by this reference incorporated herein as
though set forth ill full (the "Property") which Exhibit describes the real property, improvements
and appurtenant rights owned by Landlord: and
WHEREAS, Landlord and Tenant entered into a Lease Agree:Went dated [Date], as
modified by an Addendurn to Lease dated [Date] (tile "Lease"), whereby Tenant was granted a
leasehold interest in and to the Prope11y known as 2440 Tulare Street consisting of [# Sq. Ft]
rentable square feet (tile "Premises"); and
WHEREAS, Landlord has received a loan commitment from Bank, whereby Bank has
made, or agreed to make a loan to Landlord which has been, or will be, secured by a deed of trust
on the Property, and all improvements thereon, and
WHEREAS, Landlord has executed, or proposes to execute, a deed of trust and
assignment of rents securing, among other things, a promissory note covering the Property and
all improvements thereon, in favor of Bank. which note is payable with interest upon the ternas
and conditions described therein ("Loan"). Said deed of trust is to be recorded concurrently
herewith, in the records of the County Recorder of Fresno County, California. in making the
Loan, Bank is relying in part upon the statements, acknowledgments, representations and
agreements set Forth in this Agreement. The deed of trust and assignment of rents and
promissory notes, described in this paragraph shall hereinafter be referred to collectively as the
"Deed of Trust" quid "Note," respectively; and
WHEREAS, as a condition of making the Loan secured by the Deed of Trust, Bank re-
quires that all leasehold interest held by Tenant with respect to said Property, be subordinate to
the lien of the Deed of Trust securing the Note From Landlord to Bank; and
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WHEREAS, for valuable consideration received by Tenant from Landlord, the receipt of
which Tenant hereby confirms, Tenant has agreed that Landlord has the right to place liens on
encumbrances on and against the Premises and all improvements located thereon, including
Tenant's leasehold interest and that such liens and encumbrances shall be superior in all respects
to Tenant's leasehold interest and estate; and that Tenant shall, upon Landlord's request, cxecute
such documents as Landlord or Bank may require to evidence the subordination of the Lease and
Tenant's interest therein to any such lien or encumbrance.
NOW, THEREFO]ZE, in consideration of the mutual covenants contained herein, and
for such other goad and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
I • Subordination of the Lease: Tenant hereby declares and agrees that Tenant's
leasehold interest in the entire estate created thereby is, and shall be, subordinate, subject to and
inferior to the indebtedness of Landlord to Bank as evidenced by the Note and further evidenced
by the Deed o.f'Trust given by Landlord to Bank as security therefor, and such subordination
shall extend to and include all renewals, modifications, consolidations, replacements and exten-
sion of said Deed of Trust to the full extent of the principal sums secured thereby, including any
advances made by Bank to Landlord thereunder, together with interest thereon.
2. Notice to Bank: So long as the Deed of Trust shall remain a lien on the leased
Premises, Tenant agrees simultaneously with the giving of
ar3y notice to Landlord, which is
required to be givers by the terms o.f'the Lease, to give a duplicate copy of any such notice to
Bank. Further, Tenant agrees that if Landlord defaults in the performance of Landlord's cove-
nants under the Lease and if Rich default allows Tenant to cancel Or surrender said Lease,
Bank may cure said default with the same effect as if cured by Landlord, and if necessary, enter
upon the Premises for the purpose of curing; any srrch default; provided. however. Tenant will
take no action to cancel or surrender said Lease (a) if the default is not curable by Bank (so long
as the default does not interfere with Tenant's use and occupation of the Premises), or (b) if the
default is curable by Bank and the default is such that it cannot reasonably be cured within the
period set forth in said Lease, such period shall be extended for such additional period of time as
shall be reasonably necessary (including, without limitation, a reasonable period of time to ob-
tain possession of tl�e Property and to foreclose upon the Deed of Trust), if Bank delivers Tenant
written notice, within thirty (30) days after Bank's receipt of written notice thereof, of Lender's
election to undertake the cure of tilec
default and if curative action (inluding, without limitation,
oreclose) is instituted within a reasonable period of time and is
action to obtain possession and f
thereafter• diligently pursued. This right in no way obligates Bank to cure such default. The
giving of an)' such notice to Landlord shall not be properly given under the terms of the Lease
and shall be of no force and effect until a duplicate copy thereof shall also have been given to the
Bank pursusrnt to the terms of th is paragraph.
3. Non -Disturbance: Notwithstanding the foregoing, as long as Tenant is not in de-
fault in payment of rent or additional rent, or in the performance of any of the terms, covenants
or conditions of the Lease on Tenant's part to be performed, Tenant's possession of the leased
Premises and Tenant's rights and privileges under the Lease, or any extensions or renewals
thereof which may be effected in accordance with any option thereof in the Lease, shall not be
diminished or interfered with by Bank. and Tenant's occupancy of the leased Premises shall not
be disturbed by Bank for any reason whatsoever during the term of the Lease or any extensions
or renewals thereof, provided that any options to purchase, rights of first refusal to purchase, or
first rights of offer contained in the Lease and relating to any portion of the Premises or Property
shall be of no further force or effect in the event the interest of Landlord shall be transferred to
and owned by any person or entity (including but not limited to Bank) by reason of foreclosure,
deed in lieu of foreclosure or other proceeding instituted or action taken under the Deed of Trust.
If Tenant is not in default in the payment of rent or additional rent or in the performance of the
ternis, covenants and conditions of the Lease on Tenant's part to be performed, Bank will riot
join Tenant as a party defendant in any action or proceeding; for the purpose of terminating Ter1-
ant's interest and estate under the Lease, except to terminate an option to purchase, if any,
because of any default under the Deed of Trust.
4• Attornment: If the interest of Landlord shall be transferred to and owned by any
person or entity (including but not limited to Bank) by reason of foreclosure, deed in lieu of
foreclosure or other proceeding instituted or action taken under the Deed oVDRD
it shall
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be bound to such transferee and such trailSferee'S successors and assigns (collectively, "Trans-
feree") under a[l of the terms, covenants and conditions of the Lease For the period of the term
thereof remaining and any extensions or renewals thereof which may be effected in accordance
with any options thereof in the Lease, with the same force and effect as if Transferee were the
Landlord under the Lease, and Tenant does hereby attorn to Transferee as its Landlord, said
attornment to be effective and self operative without the execution of any further instruments on the part of any of the parties hereto, immediately upon Transferee succeeding to the interests of the Landlord under the Lease. The respective rights and obligations of Tenant and Transferee
upon such attornment to the extent of the then remaining balance of the term of the Lease, and
any such extensions and renewals, shall be and are the same as now set forth therein, it being the
iEiteittion of the parties hereto for this purpose to incorporate the Lease in this Agreement by
reference, with the same force and effect as set forth herein. In the event that Transferee shall, in
accordance with the foregoing, succeed to the interest of Landlord under the Lease, Transferee
agrees to be bound to Tenant under all the terms, covenants and conditions of the Lease, and
Tenant shall, from and after such event, have the same remedies against Transferee far the breach of any agreement contained in the Lease that Tenant might have had Linder the Lease
against Landlord if Transferee had not succeeded to the interest of Landlord; provided, however,
that Transferee shall not be:
(a) Liable for any act or omission of any prior landlord (including Landlord); or
(b) Liable for any failure of any prior landlord (including Landlord) to construct
any improvements (including any tenant improvements at the Premises);
(c) Subject to any offsets or defenses which Tenant might have against any pri-
or landlord (including Landlord); or
(d) Bound by any rent or additional rent which Tenant might have paid for more
than the current month to any prior landlord (including Landlord); or
(e) Bound by any material amendment or modification of the Lease made with-
out Bank's consent; or
(f) Personally liable under the Lease, Transferee's liability thereunder being
limited to its interest in the Property and the income and proceeds therefrom.
Notwithstanding the foregoing, Tenant reserves its rights to any and all claims or
causes of action against such prior landlord for prior losses or damages.
5. ASsi "E1ment: Tenant has notice that the Lease and the rent and all other sums due
thereunder have been or will be assigned to Bank as security for the Note and Tenant consents to
that assignment in favor of Bank.
6. Modification, Termination and Cancellation: Tenant shall not consent to any
modification, termination or cancellation of the Lease without .Bank's prior written consent.
7. Advance Rents: Tenant shall make no payments or prepayments of rent more
than one (1) month in advance of the time when the same became due under the terms of the
Lease.
8. Notices: All communications and notices required or permitted hereunder, or
pursuant to the Note, Deed of Trust or Lease, shall be dispatched by United States registered or
certified Mail, with return receipt requested, postage prepaid, addressed to the other parties as
designated oil page one hereof, or to such other addresses as any party may from time to time
designate in writing to the other parties hereto.
9. Inconsistencies: This Agreement supersedes any inconsistent provisions under
the terms of the Lease.
10. Bindin r Effect: This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns and shall be governed and con-
strued in accordance with the laws of the State of California; provided, however, that in the event
Of the assignment or transfer of Battles interest, all obligations and liabilities shall be the respon-
sibility of Bank's successor in interest; and provided further that Tenant's interest under this
Agreement may not be assigned or transferred without Bank's prior written consent, which con-
sent shall not be unreasonably withheld.
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11. Counterparts: This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which taken together shall constitute and be
construed as one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first herein above set forth.
TENANT: LANDLORD:
CITY OF FRESNO, TUTELIAN HOLDINGS I, LLC,
A California municipal corporation A California limited liability company
By: By: Civic Center Square, Inc., a Califor-
[Name],
nia Corporation, Managing Member
[Title]
By_
APPROVED AS TO FORM:
Name:
ANDREW JANZ
City Attorney
Title:
By.
(If corporation or LLC., Board Chair,
Tracy N. Parvanian Date
Pres. or Vice Pres.)
Supervising Deputy City Attorney
By:
ATTEST:
Name:
TODD STERMER, CMC
City Clerk
Title:
(If corporation or LLC., CFO, Treas-
urer, Secretary or Assistant
Deputy Date
Secretary)
BANK:
MECHANICS BANK
A California banking corporation
By:
Name:
Title:
By: _
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
Name. -
Title:
(If corporation or LLC., CFO, Treas-
urer, Secretary or Assistant
Secretary)
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ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document, to which this certificate is attached, and not the truthfulness, accuracy; or validity of that document.
State of California
County of
On before me,
(insert name and title of the officer)
personally appeared
who proved to me on (lie basis of satisfactory evidence to be the persan(s) �vltase:tame(s) isfare subscribed to the
Withininstrument and acknowledged to me that he/site/they executed the same if] iris/her/their authorized capaci-
Vies), and that by iris/her/their signztture(s) Oil the instrument the persort(s), or the entity upon behalf of which tite
Person(s)acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature (Seal)
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ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of
On — before me,
(insert name and title of the officer)
personally appeared
who proved to me on the basis of sansl'actory evidence to be the person
(s) whose 1ia1ne(s) is/are subscribed to the
within instrument and acknowledged to me that helshelthey executed the same in his/her/their authorized capaci-
Mies), and that by his/star/€heir signature(s) on the instrument the person(s),
person(s)or the entity upon behalf ot'which tiie
acted, executed the insrruntent,
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
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LA TEN T
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of
On before me,
(insert name and title of the officer)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that helshelthey executed the same in hislherlilteir authorized capaci-
Perty(s0 }, and that ex cutedhis/hethe in tram nt. (s) on the instrurzient the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
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EXHIBIT "E-2"
2440 BUILDING at Civic Center Square
TENANT ESTOPPEL
SAMPLE— SUBJECT TO MODIFICATION UPONREVIEW OFLEASE
Mechanics Bank
ESTOPPEL CERTIFICATE
To: Mechanics Bank ("Lender")
1111 Civic Drive
Walnut Creek, CA 94596
Attn: Real Estate Industries Group
Re: "Loan" by Lender to Borrower pursuant to a "Loan Agreement" which is secured by a Deed of Trust
("Deed of Trust") and a related Assignment of Rents ("Assignment") with respect to the Property.
"Lease" dated
between
as "Lessor" and
as "Lessee" with respect to "Premises"
described in the Lease as approximately rentable square feet, constituting
property located at
. California; as set forth in Paragraph 1 below.
Ladies and Gentlemen:
This Estoppel Certificate ("Estoppel") is furnished by Lessee to Borrower and to Lender pursuantto the requirements of the
above -referenced Loan Agreement. Lessee understands that Borrower and Lender are relying upon Lessee's statements
and agreements in connection with Lender making and maintaining the Loan.
Lessee hereby represents and certifies to, and agrees with, Borrower and Lender as set forth below.
1. A true, correct and complete copy of the Lease, including any and all amendments, is attached to this letter as
Exhibit A The Lease has not been amended or modified in anyway, nor are there any side letters or other
arrangements relating to the Premises or the Property, except for the following [if no exceptions are stated,
there are NONE]:
FORM- 11A
2. The Lease has not been assigned, nor have the Premises sublet, in whole or in part, except as hereinafter
stated [if no exceptions are stated, there are NONE]:
3. The Lease is presently in full force effect according to its terms and is valid and binding obligation of Lessee.
4. Neither Lessee nor Lessor is in default under the Lease nor does any state of facts exist that with the passage
of time or the giving of notice, or both, could constitute a default underthe Lease.
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Initials: 1
LA D TE ANT
ESTOPPEL CERTIFICATE
FORM - 11A
Mechanics Bank
5. All conditions under the Lease to be satisfied by Lessor as of the date hereof (including, without limitation, all
work, if any, to be performed by Lessor in the Premises or the Property) have been satisfied, and all
contributions, if any, required to be paid by Lessor under the Lease to date for improvements to the Premises
have been paid, except as hereafter stated [if no exceptions are stated, there are NONE]:
6. All conditions under the Lease to be satisfied by Lessor as of the date hereof (including, without limitation, all
work, if any, to be performed by Lessor in the Premises or the Property) have been satisfied, and all
contributions, if any, required to be paid by Lessor under the Lease to date for improvements to the Premises
have been paid, except as hereafter stated [if no exceptions are stated, there are NONE]:
7. The termination date of the current term of the Lease:
8. The Lease does not provide for any payments (including, without limitation, rent credits) by Lessor to Lessee that
are presently due and payable, or that are due and payable in the future, except as hereafter stated [if no such
payments or credits are stated, there are NONE]:
9. On this date, to the best of Lessee's knowledge, there are no existing defenses or off -sets that Lessee has
against the enforcement of the Lease by Lessor, except as hereafter stated [if no exceptions are stated, there are
NONE]:
10. Rent currently due under the Lease is as follows
no rent has been paid more than one (1) month of the due date and no security has beentdeposited withas hereaftertLte s or
[if no advance rents or security deposits are stated, there are NONE]:
11. Except as hereafter stated. Lessee has no options to extend the Lease, to lease additional space at the Property,
or to purchase the Property, and Lessee has no right of refusal with respect to leasing additional space at the
Property or with respect to purchasing the Property [if no such options or rights of refusal are stated, there are
NONE]:
12. Except as hereafter stated, no parties have guaranteed the payment or performance of any of Lessee's
obligations under the Lease [if no guarantors are listed, there are NONE]. -
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Initials: H
LA ORD TEi f rT
ESTOPPEL CERTIFICATE
FORM - 11A
Mechanics Bank
13. There are no actions, whether voluntary or otherwise, pending or threatened against Lessee, or any guarantor of
Lessee's obligations under the Lease, pursuant to the bankruptcy or insolvency laws of the United States or any
similar state laws.
14. To the undersigned's knowledge, the undersigned has not received notice and is not aware of any prior transfer,
assignment, hypothecation or pledge by Landlord or of any of Landlord's interest in the Lease or the Property,
except to Lender in connection with the Loan.
15. The undersigned is duly authorized to execute this Estoppel on behalf of Lessee. This Estoppel shall inure to the
benefit of Borrower and Lender and their respective successors and assigns (including, without limitation, any
Borrower at crafter foreclosure) and shall be binding upon Lessee and Lessees successors and permitted
assigns.
DATED as of� day of
LESSEE:
By:
Print Name:
Title:
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Initials:
1..r1tALORD'
rTE 1tT'
EXHIBIT "F"
2440 BUILDING at Civic Center Square
Guaranty of Lease
N/A
Initials:
LA DI.. RD*E,,Nl
EXHIBIT "G"
2440 BUILDING at Civic Center Square
Addendum: Special Provisions
N/A
G Initials: //
LA RD TE NT