HomeMy WebLinkAboutC31640 - Palm Desert Chamber of Commerce Common Area Maintenance Rate Increase - Henderson BuildingContract No. C31640
CITY OF PALM DESERT
FINANCE DEPARTMENT
STAFF REPORT
REQUEST: Approve the annual Common Area Maintenance (CAM) rate increase for the
lease between the City of Palm Desert and the Palm Desert Chamber of
Commerce per the lease of the Henderson Building. (Contingent on outcome of
approval in closed session)
APPLICANT: Palm Desert Chamber of Commerce
72-559 Highway 111
Palm Desert, CA 92260
DATE: September 13, 2012
CONTENTS: Exhibit "A" 2011-2012 CAM Cost Analysis
Lease Agreement
Recommendation
Approve the annual Common Area Maintenance (CAM) rate increase for the lease between the
City of Palm Desert and the Palm Desert Chamber of Commerce per the lease of the
Henderson Building. (Contingent on outcome of approval in closed session)
Background
The Palm Desert Chamber of Commerce (Chamber) moved into the Henderson Building on
October 1, 2009. The lease agreement indicated that the annual rent will be $1 per year for the
life of the lease plus CAMs of $913.27. The CAMs are to be adjusted annually by April 1 of each
year.
The CAM for the 2012-2013 fiscal year is $1,217.03 per month. The Chamber has agreed to
pay the increase in the CAMs for the 2012-2013 fiscal year and agreed to pay the difference in
arrears for the July —September 2012 CAM payment.
The allocation of the CAMs was discussed at length during the initial stage of the lease between
the Palm Desert Redevelopment Agency (RDA) and the Chamber. Concessions were made on
behalf of the Chamber for consideration of the Chamber's acceptance of the responsibility for
the oversight of both their leased space and the conference rooms without compensation from
the City or additional costs to the public for conference room space.
The Chamber opens the facility daily, maintains the scheduling of all conferences, and assists
with the set-up of all conferences as needed. Their staff time cost is not reimbursed by the City
or through the costs of the conference.
Staff Report
Approval of CAM rate increase for Chamber of Commerce lease
September 13, 2012
Page 2 of 2
Staff recommends approving the annual CAM increase for the 2012-2013 fiscal year in the
amount of $1,217.03 from $913.27.
If Council decides not to agree to the increase in CAM, staff suggests that the current lease be
renegotiated relative to calculation of common area maintenance costs, term of lease, lease
payment, administration of the facility, and other particulars of the lease agreement.
Fiscal Analysis
The difference between the current CAM of $913.27 and the newly calculated CAM of
$1,217.03 is $303.76. The CAM reimbursement from the Chamber lease will result in $3,645.12
additional revenue to cover the common area maintenance costs.
Submitted By: Approval:
6 da"
Paul S. Gibson, Director of Finance Jo, n Wohlmuth, City Manager
PSG: AH: nmo
OW COUNCMLAM()x
APPROVED WIN"
RECEIVED OTHER
Tenant: Palm Desert Chamber of Commerce
Building Common Areas
Inside
Water
Gas
Electricity
Building Maintenance
Janitorial
Actual
Annual Allocated Monthly
Expenses Allocated
$ 775.19 $
397.52
$
33.13
$ 638.05 $
327.19
$
27.27
$ 6,363.03., , : $
2,087.07
$
173.92
RE
$ 7,925.60, $
2,599.60
$
216.63
$ 11,880.00 $
3,896.64
$
324.72
External - Lighting, Landscaping, Maintenance
Outside
Landscaping
$
Water
$
Parking Lot Sweeping
$
Electricity
$
15,798.96 ,'` '' $
3,518.43
$
293.20
829.32 `' $
184.69
$
15.39
5,100.00 $
1,135.77
$
94.65
2,053 94 $
457.41
$
38.12
Total $ 51,364 09 ice" $ 14,604.32 $1,217.03
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STANDARD OFFICE LEAS
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
1. Bessie Issas Provisiess ("Basic Lease Provisions")
1.1 Parties: This Lease, date4 for reference purposes only, June 11.2008
is madc by and between City of Palm Desert (herein called
"Lcsaoe)and Palm Desert Chamber of Commerce
doing business under the name of Palm Desert Chamber of Commerce
_, (herein called "lessee").
1.2 Premium: Suite Number(s) floors, consisting of approximately 2.936.50 square fat, more or less,
as defined in paragraph 2 and as shown on Exhibit "A" hereto (the "Premises").
13 Buildng: Commonly described as being located at 72-559 Highway I I 1
in the City of Pahn Desert County
of Riverside Stara of Califomis
as more particularly described in Exhibit A hereto, and as defined in paragraph 2.
1.4 Use:. Office
subject to paragraph 6.
1.3 Terms Five (5) Years commencing August I. 2008
("Cummencandu Date") and ending July 31.2013 as defined in Paragraph 3
1.6 Base Remit: S 1.00 per year payable on the first day of each Lease Year beginning
August 1.2008
1.7 Base Rest Increase. On ( N/A) the monthly Base Rent payable under
paragraph 1.6 above shall be adjusted as provided in paragraph 4.3 below.
1.8 Real PsW Upon Execution: S1.00 _
1.9 Security Deposit: ( N/Al
I.10 Lessee's Scare of Operadog Espessm. S913.27 Per Month as defined
in paragraph 4.2.
2. Premism, Parking and Common Areas.
2.1 Premisew The Premises are a portion of a buildin& herein sometimes referred to as the "Building" identified in paragraph 1.3 of
the Basic Lease Provisions. "Building" shall include adjacent parking structures used in connection therewith. The Premises, the Building.
the Common Areas, the land upon which the same are located, along with all other buildings and improvements thereon or thereunder,
are herein collectively referred to as the "Office Building Project" Lessor hereby lemur to Lessee and Lessee leases from Lessor for the
term, at the rental, and upon all of the conditions set forth herein, the real property refered to in the Basic Lease Provisions, paragraph
1.2, as the "Premises," including rights to the common Areas as hereinafter specified.
2.2 Vehicle Parking: So long as Lessee in not in default, and subject to the rules and rogukations attached hereto, and as established
by Lessor from time to time, Lessee shall be entitled to use ( &___parking spaces in the Office Building Project at the
monthly rate applicable from time to time for monthly parking as set by Lessor and/or its litxansee.
2.2.1 If Lessee commits, permits or allows any of the prohibited activities described in the Lease or the rules then in effect, then
Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the
vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.
2.23 The monthly parking rate per parking space will be S (NA) mar month at the commencement of the term
of this Lease, and is subject to charge upon fine (5) days prior written notice to Lessee. Monthly parking fees shall be payable one month
i advance prior to the first day of each calendar month.
23 Common Arm DeMidou. The term "Common Aram" is defined as all area and facilities outside the Premises and within the
exterior boundary litre of the Office Building Project that are provided and designated by the Lessor from time to time far the generalnon-
exclusive use of Lessor, Lessee and of other Lessees of the Office Building Project and their respective employees, suppliers, customers.
and invites, including but not limited to common entrances, lobbies, corridors, stairways and stairwells, public restroom, elevators,
escalator, parking area to the extent not otherwise prohibited by this Lease, loading and unloading areas. trash areas, roadways,
sidewalks, walkways, parkways, ramps, driveways, landscaped area and decorative walls.
2.4 Common Areas - Rein and Regulsti m. Lessee agrees to abide by and conform to the rules and regulations attached hereto as
Exhibit B with respect to the Office Building Project and Common Area, and to cause its employees. supplies, shippers, customers, and
invites to so abide and conform. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and management
of the Common Area and shall have the aright, form time to time, to modify, amend and enforce said rules and regulations, Lessor shall
not be responsible to Lessee for the non-compliance with said rules and regulations by other lessees, their agents, employees and 'invites
of the Office Building Project
2.5 Common Arena Changes. Lessor shall have the right, in Lessors sole discretion, from time to time:
(a) To make changes to the Building interior and exterior and Common Areas, including. without limitation, changes in the
location, sib shapes, number, and appearance, thereof, including but not limited to the lobbies, windows, stairways, air shafts, elevators,
escalators, restrooms, driveways, entrances, parking spaces, parking areas, loading and unloading atom, ingress, egress, direction of traffic,
decorative walls, landscaped area and walkways; provided, however, Lessor shall at all times provide the parking facilities required by
applicable law;
(b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises
remains available;
(c) To designate other lad and improvements outside the boundaries of the Office Building Project to be a part of the Common
Areas, provide that such other land and improvements have a reasonable and functional relationship to the Office Building Project;
Initials: 9444
(d) To add ' gs and improvemddM to the Common Areas;
(e) use Common Areas while engaged
Project, or anyy the portion thereof; in making additional improvements, repairs or alterations to the Office Building
(f) To do and perform such other acts and make such other changes in, to or with respect to the Common Area and Office
Building Project as Lessor may. in the exercise of sound business judgment deem in be appropriate,
3. "Term.
11 Terns. The term and Commencement Date of this Lease shall be as specified in paragraph 1.5 of the Basic Lease Provisions.
3.2 Deley is Paaaesales. Notwitisdndinhg said Commeocement pat% if fa any muno Lessor cannot deliver possession of the Premises
to Lessee on said date and subject to paragraph 32.2, Lessor shill not be subject to Andy liability therefore, nor shall such failure affect
the validity of this kerns of the obligations of the Lessee hereunderor extend the term hereof, but in such case. Lessee shall not be obligated
to pay rent or perform any other obligation of Lessee under the terms of this Lease, except as may be otherwise provided in this Lease,
wail pussesrioa of the Premises is tendered to Lanese, as hereinafter defined; provided, however, that if Lessor shall not have delivered
possession of the Premises within sixty (60) days following said Commencement Dat% as the same may be extended under the terms of
a Work Laser executed by Lessor and I came. Lessee may, at Lessee's option, by notice in writing to Lessor within ten (10) days
thareatter, cancel this Leave, in which event the parties shelf be discharged ftom all obligations hereunder; provided, however, them, as to
Lessee's obligations, Leases,first reimburses Lessor for all now incurred for Non-standard improvements and, as to Lessors obligations,
Lessor shall return any money previously deposited by Lessee (less Andy offsets due Lessor for Nat -Standard Improveomm); and
provided further, that if such written notice by Lessee is not received by Lessor within said tin (10) day period, Lessee's right to cancel
this Lraws hereunder shall terminate and be of no further force or of ea
3.2.1 Possession Tenderer - DeMer. Possession of the Premises shall be deemed tendered to Lessee ("Tenderof Possession")
when (I) the improvements to be provided by Lesaar under this Lease are substantially twmpleted, (2) the Building utilities are ready for
use in the Premises, (3) Lessee has reasonable access to the Premises, and (4) ten (10) days stall have expired following advance written
notice to Lessee of the occurrence of the matters described in (I X (21 and (3), above of this paragraph 3.2.1.
3.2.2 Delays Causer by Lessors. There shall be no abatement of raw, and the sixty (60) day period following the
Commencement Due before which lessee's right to cancel this Lesse aecnas under paragraph 3.2, shall be deemed extended to time extern
of any delays caused by acts or omissions of Lessee, its agents, employees and contractors.
3.3 Early Possession. I Lessee occupies the Remises prior to said Commencement Date, such occupancy shall be. subject to all
provisions of this Lear, such occupancy shall not change the termination dat% and Lessee shall pay rent for such oavpancy.
3.4 Uaosrtais Coossesee L In the event commencement of the Lease term is defined ss the completion of the improvements,
Lasses and Lessor shall execute an amendment to this Lear establishing the date of Tender of Possession (as defined in paragraph 3.2.1)
or the actual taking of possession by Lessee, whichever first occurs, as the Commencement Date.
4. Rest $1.00 per year
4.1 Base Rost. S*c t to adjustment as hereinafter provided in paragraph 4.3, sod except as may be otherwise expressly provided in
this Lease. Lassos shall pay to Lamm the Base Rent for the Premises set forth in paragraph 1.6 of the Bessie Leans Provisions, without
offset or deduction. lessee shall lay to Lasser upon execution hereof the advance Base Rest dmaibed in paragraph 1.6 of the Basic Lease
Provisions. Rent for any period during the term hereof which is for less than one month shall be ptorarod based upon the actual number
Of days of the calendar month involved !tent shall be payable in lawful money of the United States to Lessor at the address stated herein
or to such other Persona or at such other palaces as Lessor may designate in writing.
4.2 OPMUMI[ Eapesaa (See paragraph 1.10 of the Bade Lease and Paragraph 2 of Exhibit oco attached). Lasses shall
pay to Lessor doing the term hereof; in addition to the Base Rent, Lessee's share, as hereinafter defined, of all Operating Expenses, as
herematter defined, during each calendar year of the tam of this lease, in accordance with the following provisans:
(a) "Los wae s Share" is defined, for purposes of this Lease, as the percentage set forth in paragraph 1.10 of the Basic Lease
Provisions, which percentage has been determined by dividing the approximate square footage of the Remises by the total approximate
square rootage of the rentable space contained in the Office Building Project It is understood and agreed that the square footage figures
set forth in the Basic Lease Provisions tiro approximations which Lesser and lessee agras are reasonable and shad not be subject to
revision except in ccwmeaion with an actual change in the size of the Premises or a change in the space available for lease in the Office
Building Project
(b) "Operating Expenses" is defined, for purposes of this Lease, to include a0 costs, if any. incurred by Lessor in the exercise
of its reasonable discretion for.
(r) The oPaadM repair. maintenance, sod rePlecemmt, in neat, clean ,safe, food order and cooditiam, of the Office
Budding Project, including but not limited to the following;
(era) The Common Areas, including their surfaces, coverings, decorative items, carpets, drapes and window coverings,
and including puking arse, loading and unloading areas, trash areas, roadways, sidewalks walkways, stairways, parkways. driveways,
'&WscaPed areas, sanpmy, bumpers, irrigation systems, common Ares lighting facilities, building exteriors aril rools, faces and gates;
(bb) All Wig, au conditioning, plumbing, electrical systems, He safety equipment, telecommunication and other
equipmen used in common by, or for the benefit of; Lessees or occupants of the Office Budding Project, including elevators and
escalators, tenant directories, fire detection systems including sprinkler system mauttownea and repair.
(ii) Trash disposd, janitorial and security services;
(iii) Any n ice to be provided by Lessor that is elsewhere in this I does to be an "Operating Expasa"'
(v i) The cost of the premiums for the liability and property insurance policies to be maintained by Lessor under paragraph
g hereof;
(v) The amount of the real property taxes to be paid by Lessor under paragraph 10.1 hereof,
(vi) The cost of water, sewer, gas, electricity, and other publicly mandated services to the Office Building Project;
(v ii) Labor, salaries and applicable fringe benefits and costs, materials, supplies and toots, used in maintaining and/or
cleaning the Office Building Project and accounting and a management fee attributable to the operation of the Office Building Project:
(viii) Replacing and/or adding improvements mandated by any govartmeental agency and any repairs or removals
necessitated thereby amortized over its useful life according to Federal Income Tax regulations or for de
(including interest of the unamortized balance as is then reasonable in the' guidelines predation thereof
lttdgtamt of lessors accountants)-.
(ix) Replacements of equipment of improvements that have a useful life for depreciation purposes according to Federal
income tax guidelines of five (5) years or less, as amortized ova such life.
(c) Operating Expenses shall not include the costs of replacements of equipment or improvements that have a useful life for
Federal income tax purposes in excess of five (5) years unless it is of the type described in paragraph 4.2 ftviii), in which case their cost
shall be included as above provided.
(d) Operating Expenses shall not include any expenses paid by soy lessee directly to third parties, or as to which lessor is other
w im reimbursed by any third Ply, other tenant, or by insurance proceeds.
(e) ( See Elk" 'Co Pangrapli 2 ) Lessee's slam of Operating Expense shall be payable by Lessee on a monthly basis.
At Lessors option, however, an amount may be estimated by Lessor firm time to time of lessee's Share of annual Operating Expenses
and the same shall be payable monthly, as Lessor shall designate, during each calendaryear of the lase term on the same day as the Base
Rent is due haeumdar. In the event that Lessee pays I asor's estimate of I emAes Share of Operating Expenses as aforessK lessor shall
deliver to Lessee within sixty (120) days after the expiration of eseb calendar year a reasonably detailed statement showing Lessee's Share
of the actual Operating Expenses incurred during the preceding year. If Lessee's psymma under this paragraph 4.2(e) during said
preceding calendar year exceed Lessee's Sham as indicated on said statement, lessee shin be entitled to credit the amount of such
overpayment against Lessee's Share of Operating Expanses next faring due. If L.esseY's payments ruder this paragraph during said
preceding calendar year were leas than Lessee's Share as indicated on said sutcaNK Lessee shall pay to Lessor the amount of the
deficiency within ton (10) days after delivery by Lessor to Lessee of said statement
4J fleet laeressa (N/A)
4.11 At the times set forth in paragraph 1.7 of the Basic Lew Provision, the monthly Base Beat payable under paragraph 4.1
of this Lew Shan be adjusted by the increase any, in the Consumer Price Index of the Bureau of Labor Statistics of the Deparanent
of Labor for An Urban Consumes, (1 %7- 100), "All Ittmrs", for the city nearest the location of the Building bemin referred to as "CPI",
since the date of this Leaver.
4.&2 The monthly Base Rent payable pursuant to paragraph 4.3.1 shall be calculated as follows: the Base Rent payable for the
ftru month of the term of this Lew, as set forth in paragraph 4.1 of this Lew shall be multiplied by a fraction the numerator of which
shall be the CPI of the calendar month during which the adjustment is to tape et%d, and the denominator of which shall be the CPI for
the calendar month in which the original Lease term eommerhca. The sum so calculated slaty constitute the new monthly Base Rent
hereunder, but, in no event, shall such new monthly But Rent be less team the Ban Rent payable for the month immediately preceding
the date for the rat& adjustment
4—U In the event the compilation and/or publication of the CPI shall be transferred to any other governmental department or
bureau or army or shad be discontinued, then the index most nearly the same as the CPI shall be used to make such calculations. In the
event that Lessor and Lessee cannot agree on such alternative index, then the matter shall be submitted for decision to the American
Arbitration Association in the county in which the Promises are located, in accordance with the then odes of said association and the
decision of the arbitraters shall be binding upon the parttia, notwithstanding one party failing to appear after due notice of the proceeding.
The cost of said Arbitrators shall be paid equally by Lessor and Lessee
4—k4 Lessee shall continue to pay the rent at the rate previously in effect until the increase, if any, is determined. Within five
(5) days following the date on which die increase is determined, Lessee shall make such payment to Lessor as will bring the increased
rental current, commencing with the effective date of such increase through the date of any rental installments that due. Thereafter the
renal shell be paid at the increased rate.
4JJ At such time as the amount of any change in renal required by this Lease is known or determined, Lessor and Lessee shall
execute an amadment to this Lease setting forth such change.
S. -%eeurity Deposit ( N/A) Lessee shag deposit with Lessor upon execution hereof the security deposit set forth in paragraph 1.9 of
the Basic Lew Provisions as security for Lessee's faithful performance of Lessee's obligation hereunder. If Lessee fails to pay rent or
other charges due hereunder, or otherwise defaults with respect to any provision of this Lesse, Lessor may use, apply or retain all or any
portion of said deposit for the payment of any rent or other charge in default for the paymem of any other sum to which Lessor may
become obligated by reason of Lessees defauh, or to compensate Lessor for any loss or damage which Lessor may suffer thereby. If
Lmssor so uses or applies all or any portion of said deposit, Lessee shall within ten (10) days after written demand therefor deposit cash
w ith Lessor in an amount sufficient to restore said deposit to the fu11 amount then required of Lessee. If the monthly Base Rent shall, from
time to time, increase during the term of this Lease. Lessee shall, at the time of such increase, deposit with Lessor additional money as
a security deposit so that the total amount of the security deposit held by Lessor shall ere all times tear the same proportion to the then
current Base Rent as the initial security deposit tzars to the initial Ban Rent set forth in paragraph 1.6 of the Basic Lew Provision.
Lessor stall not be required to kip said security deposit separate from its general accounts. If Lessee performs s all of Lessee's obligations
hereunder, said deposit, or so much thereof as has not heretofore been applied by Lessor, shall be returned, without payment of interest
or other unaaement for its use, to Lases (or, at Lessors option, o the last assignee, if any, of Lessee's interest hereunder) at the expiration
of the term hereof, and aiw L has vacated the Premises. No trust relationship is createa in between Lessee with respect to said
Security Deposit.
6. Use.
6.1 Use. The Premises shall be used and occupied only for the purpose sit forth in pwagrapb 1.4 of the Basic Lease Provisions or any
other use which is reasonably comparable to that use and for no other purpose.
6J Compiles" with Law.
(a), warrants to Lessee that the Premises, in the state existing on the date that the Lew term cammermces, but without regard
to alterations or improvements made by Lessee or the use for which Lessee win occupy the Remises, don not violate any covenants or
restrictions of record, or any applicable building code, regulation or ordinance in effect on such Lease term Commencement Date. In the
event it is determined that this warranty has been violated, then it shall be the obligp doa of the Lessor, after written notice from Lessee,
to promptly, at Lessors sole
(b) Except as provided in paregtapb 6.2(a) Lessee shall, at Lessee's expense. promptly comply with an applicable statutes,
ordinances, rules, regulations. orders, covenants and restrictions of record, and requirements of airy fire inaurancg underwrites or rating
bureaus, now in effect or which may hereafter come into effect, whether or not they reflect a change in policy from that now existing,
during the term or any part of the term hereof, relating in any manna to the Premises and the occupation and use by Lessee of the
Premises. Lessee shall conduct its business in a lawful manner and shah not use or permit the use of the Remises or the Common Areas
in any manner that will tend to create waste or a nuisance or shall tad to disturb other oaupents of the Office Building Project
63 Coaditions of Premises.
(a) Lessor shall deliver the Premises to I as in a clean condition on the Law Commencement Data (unless Lessee is already
in possessionAnd Lessor warrants to Lessee that the plumbing. lightin& air conditiooio& and beating system in the Premises shall be in
good operating condition. In the event that it is determined that this warranty has been violate4 then it shall be the obligation of the
Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly. at Lessors sole
cus4 rectify such violation.
(b) Except as otherwise provided in this Lease, Leases hereby accepts the Premises and the Ofr= Building Project intheir
condition existing as of" Lean Commencement Date or the date that Lessee takes possession of the Premises. whicever is earlier,
subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the
Premises. and any ememans, covenants or radars ofrecord, sad accepts this Lem subject thereto and to all matters disclosed thereby
and by any exhibits attached hereto. Lessee acmowledges that it has satisfied itself by its own independent investigation thatthe Premises
are suitable for its intended use and that neither I essdr nor Lessors agent or agents has made any representation or warranty as to the
present or future suitability of the Premises, Common Areas, or Office Building Project for the conduct oft assees business.
7. Mamiessace, Repairs, Alterations aad Common Area Services.
7.1 Lessees Obligetiesm Lessor shall keep the Office Building Project, including the Remiss. Interior and exterior walls, roof, and
common areas, and the equipment whether used exclusively for to Remises or in common with other premiss, in good condition and
repair, Provided. however, Lessor shall not be oblig ided to paint. repair or replace wall coverings, or to repair or replace any improvements
that we not ordinuily a part of the building or are above then Building standards. Except as provided in paragraph 9.5, there shall be no
abatement of rent or liability of Lessee on account of any injury or interference with Lessee's business with respect to any improvements.
alterations or repairs made by Lessor to the Office Building Projectorany part thereof Lessee expremly waives the benefits of any statute
now or hereafter in effect which would otherwise afford Lessee the right to make repairs at Lessors expense or to terminate this Lease
because of Lessors failure to keep the Premiss in good order, condition and repair.
7.2 Lessee's Obligatioaa.
(a) Notwidmtatding Lessors obligation o keep the Premisesin good condition andrepair, Lessee shall be responsible for payment
of the cost thereof o Lessor as additional rent for that portion of the cost of any maintenance and repair of the Premises or any equipment
(w herever located) that serves only Leases or the prenniss, to the extent such cost is attributable to causes beyond normal wear and tear.
Lessee shall be responsible for the cost of painting. repairing or replacing wan coverings, and to repair or replace any Premises
improvements that ass not ordinarily a part of the Building or that are above than Building standards, Lessor may. at its option, upon
reawrable notice, elect to have Lessee perform any particular such maimeanea or repairs the cog of which is otherwise Lessee's
responsibility hereunder.
(b) On the lag day of the term hereof, or on any sooner termination. Lessee shall surrender the Remises to Lessor in the same
condition as received, ordinary wear and tear excepted, clean and free of debris. Any damage ordeterioration of the Premises shed not
be deemed ordinary wear and tear if the same could ave ban prevented by good maintenance practices by Leases. Lessee shall repair any
damage to the Premises occasioned by the installation or remove of Lessee's trade fixtures, alterations, fumiahings and equipment Except
as otherwise stated in this Lease, Lessee shall leave the air limes, power panels, electrical distribution systems. lighting fixtures, air
conditioning, window coverings, carpets, wall paneling, ceilings and plumbing on the Premises and in good operating condition,
7.3 Alteratiau sad Addltbaa
(a) Lessee shall not, without Lessors prior written consent make any alterations, improvements, additions, Utility Installations
or repaus in, on or about the Premises, or the Office Building Project As used in this paragraph 7.3 the term "Utility Installation" shed
mean carpeting. window and wall coverings, power panels, electrical distribution systems, lighting fixtures, air condition, plumbing, and
telephone and telecommunication wiring and equipment At the expiration of the term, Lessor may require the removal of any or all of
i1."//I
saiI alterations, improve" -dons or Utility Installations, and the restoration of the and the Office Building Project to
their prior condition, at Lasea's expense. Should Lessor permit Lessee to make its own alterations, improvements, additions or Utility
InbWhuwts, Losee shall use only such contractor as has been expressly approved by Lessor, and Lessor may require Lessee to provide
Lessor, at Lessee's sole cost and expense, alien and completion bond in an amount equal to one and one - half titan the estimated cost
of such improvcmemts, to insure Lessor against any liability for rmechanic's and material men's liras and to insure completion of the work.
Should Lessee make any rlterations, improvement, additions or Utility Installations without the prior approval of Lessor, or use a
contractor nut expn"y approved by Lessor, Lessor may, at any time during the term of this Lease, require that Lessee remove any put
of A of the Sams.
(b) Any alterations, improvements, additions or Utility Installations in or about the Premises or the Office Building Project that Lessee
A" desire to malte shall be presented to Lessor to written form, with proposed detailed plans. If Lessor shall give it consent to Lessee's
making such alteration. improvement, addition or Utility InstallatiM the consent shall be deemed conditioned upon Lessee acquiring a
permit to do so from the applicable govartmenW agencies, hmnishdng a copy thereof to Lessor prior to the commencement of the work,
and compliance by Lessee with all conditions of said permit in a prompt and expeditious mama.
(c) Lessee shall pay, when due, all claims for labor or materials famished or alleged to have been famished to or for Lessee at
or for user in the Premises which claims are or may be secured by any mechanic's or material, men's lien aping the Pranisa, the Building
or the Office Building project, or any interest therein.
(J) Lessee shall give I estor not less than ten (10) days notice prior to the commencement of any work in the Remises by Lessee,
and Lessor shall have the right to past notion of non -responsibility in or on the Remises or the Building as provided bylaw. If Lessee
Sheri), in gcwd faith, contest the validity of any such lien claim or demand, that Lessee shall, at its sole expanse defend itself and I.eaaor
aping the same and shad pay and satisfy any such adverse judgement that maybe rendered diatom before the enforcententthereof against
the Lessor or the Premises, the Building or the Office Building Project, upon the condition that if Lessor shall require, Lessee shall famish
to Lessor a surety bond satisfactory to I es aor in an amount equal to such contested lien claim or demand indemnifying Lessor against
liability for the same and holding the Premises, the Budding and the Office Building Project five from the effect of such lien or claim.
In rJdition, Lessor may require Losses to pay Lessor's reasonable attorneys fees and cash in participating in such action if Leaser shall
decide it is to Lessors best interest so to do.
(e) All alterations, improvements, additions and Utility Installations (whether or not such Utility Installations constitute trade
fixtures of Lessoeh which may be made to the Premises by Lessee. including but not limited to, floor coverings, paneling, doors, drapes.
built-ins, moldings6 sound attenuation. and lighting and telephone or communication systems, cook* wiring and outlets, shall be make
and done in a good and worinnaol" --- and of good and sufficient quality and matarials and shall be the property of I.eseor and
remain upon and be surrendered with the Premises at the expiration of the Lease corm, unless Lessor requires their removal pursuant to
paragraph 7.3(4 Provided Lessee is not in default, notwithshnd ng the provisions of this paragraph 7.3(4 Lessee's personal property
and equipment, Other than that which is aff» ted to the Premises so that is cannot be removed without material damage to the Premises or
the Building, and other than Utik Installations, shall remain the property of Lessee and may be removed by Lessee subject to the
provisions of paragraph 7.2.
(f) Lessee shall provide Lessor with as -built plans and specifications for any alterations, improvements, additions or Utility
Installations.
7.4 utility Acdlaiess. Lector reaervaa the right to install now or additional utility facilities throughout the Office Building Project for
the benefit of Lessor or Lasses, or any otter Lessee of the Office Budding Project, including, but not by way of limitation, such utilities
as plumbing, electrical systws, security systems, communication systems, and fee protection and detection systems, so long as such
installations do not unreasonably interfere with Lessee's utse of the Premises.
& Insurance; inde"Iy.
L I Liability Insurance - Lessen Lessee shall. at Lessee's expense, obtain and keep in force daring the term of this Lease a policy of
Comprehensive General Liability insurance utilizing an Insurance Services Office standard form with Broad Form General Liability
Endorsement (GL0404), or a quivttlmt, in the amount of not tun than SI,000,000 per occurrence of bodily injury and property eiaotage
combined or in a greater amount as reasonably determined by Lessor and shall insure Lessee with I essay as an additional insured against
liability arising out of the use, occupancy or maintenance of the Premises. Compliance with the above requirement shall not, however,
limit the liability of Lessee hereunder.
a.2 Liability Insurance - Lector. Lessor shall obtain and keep in force during the tam of this Lew a policy of Combined Single Limit
Bodily Injury and Broad Form Property Damage Insurance, plus coverage against such other risks Lesew deems advisable from time to
time, insuring Lessor, but not I essee, against liability arising our of the ownership, use, occupancy or maintenance of the Office Building
Project in an amount not less than $5,000,000.00 per occurrence.
tt.3 Property lasurnees - Leases. Leases shall. at Lessee's erxpoase, obtain and keep in force during the term of this Lease for the
benefit of Lessee, replacement cost fire and extended eovealpe insurance, with vandalism and malicious mischief; sprinkler leakage and
eouthquake sprmkk r leakage endorsements, in an amount sufficient to cover not less than 100% of the NU replacement cost, as the same
may exist from time to time, of all of Lessee's personal property, fixtures, equipment and cane improvements.
&4 Property lasuraece - Lessor. Lessor shall obtain and keep in force during the tam of this Lease a policy or policies of Imurrance
covering loss or damage to the Office Budding Project improvements, but not I ester's pawmal property. frxtures, equipment or natant
improvements, in the amount of the full replacement coat thereof, as the same may exist from time to time, utilizing Insurance Services
Office standard form or equivalent, providing protection against all perils included within the classification of fur extended coverage,
vatulalism, malicious mischief, plate glass, and such other perils as lessor deem advisable or may be required by a lender having a lien
on the office BuddingPro!In .
1 addition Lessor shall obtain and keep in force, during the tam of this Leask a policy of rental value
imur"" covering a period of one year, with loss payable to Lessor, which insurance shall also cover all Operating Expenses for said
period Lessee will not be named in any such policies carried by Lessor and shall have no right to any Proceeds therefrom. The policies
rcyuirel by these paragraphs 81 and 8.4 shall contain such deductibles as Lessor or the aforesaid laxkr may determine, In the evert that
the Premise bhall sditer an insured loss as defunad in pamgmpb 9.1(f) hereof, the deductible amounts under the applicable insurance
Policies shall be deemed an Operating Expense. Lessee shell not do or permit to be done anytbbtg which shall invalidate the insurance
o Policies
hat it carried
by lessor. Lessee shall pay the entirety of any increase in the property insurance p enth m for the Office Building Project
immediately Prior to the commencement of the tam of this Lease if the ioaease is specified by Lessor's insurance carrier
as being caused by the nature of I essoe9 occupancy or any act or omission of Lessee.
LS lasersaa Policies, Lane shall deliver to Lessor copies of liability insurance Policies required under paragraph 8.1 or certificates
evidencing the existence and amounts of such insurance within seven (7) days aft r the Commenetanat pate of this Lase. No such policy
Mull be cancelable or subject to reduction of coverage or other modification except after thirty (30) days Prior written notice to Lessor.
Lessee shall, at lean thirty (30) days Prior to the expiration of such policies, furnish Lessor with renewals thereof.
Ili Waiver of Subrogades. Lessee and Lessor each hereby release and relieve the other and waive their entire right of recovery
against der other, for direst or consequential late or damage wising out of err incident to tbs perils covered
by Property insurance carried
by such party, whether due to the megliggeooe of Lesser` or Lanes or their agents, employees, eomtractosA And/or inviter. If necessary all
Property insurance policies required under this Lease shall be endorsed to so provide.
from and osy. Lessee Asa indemnify and hold harmless Lessor and its ageala, Laser's meter or ground Lessor partners And lenders,
against any and all claims for damage to the person or property of anyone or any entity, wising &coo Lessees use of the 0ffke
things cl
Building Project, or from the Conduct of Lessee's business or from any Activity, wont or ang, permitted or suffered by Lessee in
or about the Premiss or elsewhere end shall further indemnify And hold harmless Lessor from and against any and all claims, costs And
expenses arising from any breach or default in the paformamme of army obligation on Lessee's put to be performed corder the lama of this
Lease, ur arising from any act or omission of Lessen or Any of Lasa's agarot, contraction, amployea or mvdm and from and against
all costs, Attoney's fee, expenses And GsbaWn incurred by Lessor As the result of any A" UK conduct,
permivad or suffered, Activity. ~'o* r done~
amd.breach. default or negligence, And in reasonaby tbaewfsb, in�i but one limited to the defense a pursuit
Of Any claim or any action or proceeding involved thereby And in can any Action or proceeding be brought Against Lessor by reason of
any such matter, Lessee upon notice from Lessor shall defend the same at Lessee's expanse by counsel reasonably swfsfactory to Lessor
and Lessor shall cooperate with Lase in such deferw Lessor need not have fust Paid any suer claim in order to be so indmmified.
Levee, as A material Part of the consideration to Lessor, hereby assumes all risk of damage to property of Lessee or injury to Parse,& h4
upon or about the office Building Project wising from Any Cause And Laser hereby waives all claims in respect thereof against Lessor.
&S Eaamptlem of Laar from Lfebility. Lesser hereby agrees that Lawn shall not be liable for injury to Laser's business or any
loss of income therefrom or for lose of or damage to the goods, wares, merchandise or other property of Lessee, Lessees empioyea,
invites, customers, or any other person in or about the Premises or the Office Building project, nor shall Laaor be liable for injury to the
person of Lessee, Lessees anployea, agates or contractors, whether such damage or injury is caused by or results from ftft, firk S1en,
electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of i
air cotditiomirt of lighting P Pes. . wirer, appliances, plumbing,
8 If�ng ftxtu en, or from any other cause. whether said damage or injury results fiom conditions arising upon the
Premiss or upon other portions of the Office Building Project or from other sources or places, or ftom new construction or the repair,
alteration or improv— of any part of the Office Building Project, or of the equipment, fixtures or appurtenances applicable thereto,
and regardless of whether the cause of such damage or injury or the mans of repairing the same is inaccessible, Lessor shall not be liable
for any damages wising from any act or neglect of any other lessee, occupant or user of the OfRce
of Lessor to enforce the Provisions of an other lease of Project.
Project, nor fiOOn the failure
Y any oilier lessee of the Office Building Project
L9 No llepreseataties of Adequate Coverage. Lessor makes no representation, that the limits or forms of coverage of insurance
specified ns in this paragraph 8 are adequate to cover Lessees property or obligations under this Laser
9. Damage or Destractba
9.1 Deflaitioas,
(A) "Premiss Damage" shall mean if the Premises are damaged or destroyed to any extant
(b) "Premises Building Partial Damage" shall man if the Building of which the Premises are a part is damaged or destroyed to
the cxteru that der cost to repair is less than fifty Percent (509A) of the then Replacement Cost of the Budding.
(c) "Premises Building Total Destruction" shall man if the Building of which the Premises am a pwt is damaged or destroyed
to the event than the cost to repair is fifty Percent (50%) or more of the that Replacement Coat of the Building.
(d) "Office Building Project Buddinga" shall man all of the buildings on the Office Building project sits
(a) "Office Building Project Buildings Total Destruction" shall mean if the Oftioe Building Project Buildings are damaged or
destroyed to the extern that the cost of repair is fifty percent (30'/e) or more of the then Replacement Cost of the Office Building Project
Buildings.
(1) "Insured Loss" shall mom damage or destruction which was caused by an event required to be covered by the inswance
d&o.nbed in paragraph S. The fact that an insured Loss has a deductible smart shall not make der low an uninsured loss.
19) "RePlaexmcu Cast" shall men the amount of money necessary to be spent in order to repair or rebuild the damaged area to
the cOnWtion that existed immediately prior to the damage occurring, excluding all improvements make by lessees, other than those
installed by Lessor at Lessees expense.
i) ./14
9.2 Premises Dearer s, t g Banding Partial Daasage.
(a) Insured Loss: Subject to the provisions of paragraph 9.4 and 9.5. if at any time during the tam of this Lou there is damage
which is ao kuired Lose and which falls into the classification of either Premises Damage at Premises Building Partial damage, then
Lessee shall, as soon as ressrwably possible and to the extent the required materials and labor are readily available through usual
commoner W channels, at Lessors expense, repair such damage (but not Lessee's fixtures, equipment or taunt improvements originally
paid for by Lessee) to its condition existing at die time of the damage, and this Lease shall continue in full face and effect
(b) Uniasaed Lou. Subject to the provisions of paragraphs 9.4 and 9.3, if st any time during the term of this Lew them is
dunagc which is not insured Lou and which fails within the classification of Premises Damp or Premises Building Partial Damages
unless caused by a negligent or willful act of Lessee (in which event I as shall make the repairs at lessees expense), which d---
prevents Lena from making any substantial use of the Premises, Lessor may at Lessors optima either (i) repair such damage a soon as
reasonably possible at Lessors expense, in which event this Lease shall continue in AA force and effect, or (ii) give written notice to
Lessee within thirty (30) days after the date of the occurrence of such damage of Lessors intention to cancel and terminate this Lear as
of the data of the occurrence of such damage, in which event this Lease shall terminate as of the date of the occurrence of such damage
9J Premises BWWlag ToW Destruction; Oflles Building Project Total Destruedas, Subject to the provisions of paragraph 9.4
and 9.5. if at any time during the term of this lase than is dmge, whaber or not it is an insured Loss, which falls into the classifications
of either (i) Premises Building Total Destructior4 or (ii) Office Building Project Total Destruction. than Lesaw may at Lessors option
either (i) repair such damage or destruction u soon as reasonably possible at lessors expose (to the extent the required materials we
readily available through usual commercial channels) to its condition existing at the time of the damage, but not I essee's fixtures,
equipment or tenant improvements, and this Lease shall continue in full face and effect or (ii) give written notice to Lessee within thirty
(30) days after the date of occurrence of such damage of Lessors intention to cancel and terminate this Lew, in which case this Lease
shall terminate as of the date of the occurrence of such damage.
9.4 DammV Near Leda( Tern
(a) Subject to paragraph 9.4(a), if at any time during the last twelve maths of the tam of this Lease than is substantial damage
to the Premises. Lessor may at Lessors option cancel and terminate this Lew w of the dame of occumence of such damage by giving
written notice to Lassa of Lessors elation to do so within 30 days after the date of omcurraoea of such dmga
(b) Notwidumodimg pwaipWb 9.4(b? in rho evert that Lessen has an option toemend or renew this Lease, and the time within
which said option may be exercised has not yet expired, Lessee shall exercise stick optio% if It is to be exacised at all. no later discitwenty
(20) days artier the occurrence of an insured Lou filling within the classification of Premises Damage during the last twelve (12) months
of the term of this Lase. If Lessee duly exercises such optim during said twenty (20) day period, Lamm shell, m Lessors expense, repair
such damage, but not Lessee's fixtures, equipment or taunt improvements, as soon as raaonably possible and this Lew snail continue
in full force and effect If Lessee fails to exorcise such option during said twenty (20) day period, then Lessor may at Lessor's option
terminate and cancel this Lease as of the expiration of said twenty (20) day period by giving written notice to lessee of Lessors election
to do so within tan (10) days after the expiration of said twenty (20) day period, notwithstanding soy tam or provision in the grant of
option to the contrary.
9.5 Abatement of Rant; Lessee's Remedies,
(a) In the event Lowy repairs or restores the Building or Premises pursuant to the provisions of this paragraph 9, and any put
of the Pnmisea are not usable (including low of use due to loss of access or essential satvices) the rent payable hereunder (including
Leas Share of Operating Expenses) for the period during which such damage, repair orrestorationcontinuesshall be abated, provided
(1) the damage was not the result of the negligence of Levee, and (2) such abatement shall only be to the extent the operation and
profitability of Lessee's business as operated from the Premises is adversely affected. Except for said abatement of cent, if any, Lessee
shall have no claim against Lessor for any damage suffered by renea of any such damage, destructieq repay or restoration.
(b) If Lessor shall be obligated to repair or restore the Premises or the Building under the provisions of this Paragraph 9 and shall
nut commence such repair or restontior within ninety (90) days after such o currmce, or if Lessor shall not complete the restoration and
repair within six (6) months alter such occurrence, Lessee may at Lessee's option cancel and terminate this Lou by giving Lessor written
notice of Lessee's elation to do w at any time prior to the commencement or completion respectively, of such repair or restoration. In
sucb event this Lease shall terminate as of the date of such notice.
(c) Lessee agrees to cooperate with Lessor in connection with any such restoration and repair, including but not limited to the
approval and/or execution of plans and specification required
9.6 Termlmadoe - Advaw Payment. Upon tamioaticr of this Lease pursuant to this paragraph 9, an equitable adjustment shall
be trunle concerning advance rent and any advance payments made by Law to Lessor. Lessor shall, in addition return to Lessee so much
of Les security deposit as has not theretofore been applied by Lessor.
9.7 Waiver. Lessor and Lessee waive the provisions of any stance which relate to tamination of leases when leased property is
deaMed and agree that such event steal! be governed by the terms of this Lase.
HL Real Property Taxes. (N/A)
I d 1 Psyment sf Taus, (N/A) Lessor shall pay the real property tax, as defined in paragraph 10.3, applicable to the Office Building
Project subject to reimbursement by Lessee of Lessee's shma of such taxes in accordance with the provisions of paragraph 4.2, excerpt as
otherwise provided in paragraph 10.2.
tniriale•//��
10.2 Additional Improvements. Lessee shall not be responsible for paying any . m real property tax specified in the tax
assessor's records and work sheets as being caused by additional improvements placed upon the Office Building Project by other Lessees
or by Lessor for the exclusive enjoyment of any other lessee. Laws shall, however, pay to Lessor at the time that Operating Expenses
arc payable under paragraph 4.2(c) the entirety of any increase in real property tax if assessed solely by reason of additional improvements
placed upon the Premises by Lessee or at Lessee's request.
10.3 Definition of "Real Property Tea." As used herein, the term "real property tax" shall inchds any form of real estate tax or
assessment, general, special, ordinary or extraordinary, and any license fee, commercial rental tax, improvement bond or bonds, levy or
tax (other than inheritance, personal income or estate taxes) imposed on the Office Building Project or any portion thereof by any authority
having the direct or indirect power to tax, including any city, county, state or federal government, or any school, agricultural, sanitary, fine,
street, drainage or other improvement district thereof, as aping any legal or equitable interest of Lessor in the Office Building Project
or in any portion thereof, as against Lesson's right to rent or other income thaeftom, and as against Lesson's business of leasing the Office
Building Project The term "real property tax" shall also include any tax, fen levy, assessment or chap (i) in substitution of, partially
or totally, any tax, fee, levy, assessment or charge herein above included within the definition of "real property tax," or (ii) the nature of
which was heminbeforo included within die definition of "real property tax," or (ili) which is imposed for a service or right not charged
prior to June I, 1978, or if previously charged, has been increased since Juror 1, 1978, or (iv) which is imposed as a result of a change in
ownership as defined by applicable local statutes for property tax purposes, of the Office Building Project or which is added to a tax or
charge heminbefore included within the definition of real property tax by reason of such change of ownership, or (v) which is imposed
by reason of this transaction, any modifications or changes hereto, or any transfers hereof.
10.4 Joint Asse ssmaL If the improvements or property, the taxes for which are to be paid separably byL Lessee under paragraph 101
or 10.5 are not separately assessed, Lessee's portion of that tax shall be equitably determined by Lessor from die respective valuations
assigned in the assessors work sheets or such other information (which may include the coat of construction) as nary be reasonably
available. Lassoes reasonable determination thereof; in good faith, shall be conclusive.
10.3 Personal Property Tana.
(a) Lessee shall pay prior to delinquency all taxes assessed against and levied upon trade fhaves, furnishings, equipment and
all other personal property of Lessee contained in the Premises or elsewhere.
(b) If any of Lessee's said personal property shall be assessed with Lassoes real property, Lessee shall pry to Lessor the taxes
attributable to Lessee within tin (10) days after receipt of a written statement setting forth the taxes applicable to Lessee's property.
11. Utilities.
11.1 Services Provided by Law. Lessor shall provide heating, ventilation and air conditioning an reasonably required, reasonable
amounts of electricity for normal lighting and office machines, water for reasonable and normal drinking and lavatory use, and replacemert
light bulbs and/or fluorescent tubes and ballasts for standard overhead fixtures.
11.2 Services Exclusive to Lawson. Lessee shall pry for all water, gas, heat, light power, telephone and other utilities and services
specially or exclusively supplied and/or metered exclusively to the premises or to Lessee, together with any taxes thereon. if any such
services are not separately metered to the Premises, Lessee shall pay at Lessoes option, either Lessee's Share or a reasonable proportion
to be determined by Lessor of all charges jointly metered with other premises in the Building.
I IJ Hones of Servfea Said services end utilities shall be provided during generally accepted business days and hours or such other
days or hours as may hereafter be set forth. Utilities and services required at otter times shad be subject to advance request and
reimbursement by Lessee to Lessor of the cost thereof.
11.4 Excess Usage by Lase. Lessee shall not make connexion to the utilities except by or duough existing outlets and shall not install
or use machinery or equipment in or about the Premises that uses excess water, lighting or power, or suffer or permit any act that causes
extra burden upon the utilities or services, including but not limited to security services, over standard office usage for the Office Building
Project Lessor shall require Lessee to mimburse.Lessor for any excess expenses or costs that may arise out of a breach of this
subparagraph by Lessee. Lessor may, in its sole discretion, install at Lessee's expense supplemental equipment and/or separate metering
applicable to Lessee's excess usage or loading.
1131nterraptions. There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy,
stoppage, interruption or discontinuance of any utility or service due to riot, strike labor dispute, breakdown, accident, repair or other
cause beyond Lassoes reasonable control or in cooperation with governmental requests or directions.
12. Assignment and Subletting.
12.1 Lessor's Consent Required. Lessee shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, or otherwise
transfer or encumber all or any part of Lessee's interest in the Leese or in the Premises, without Lessor's prior written consent, which
Lessor shall not unreasonably withhold. Lessor shall respond to Lessee's request for consent hereunder in a timely manna and any
attempted assignment, transfer, mortgage encumbrance or subletting without such consent shall be void, and shall constitute a material
default and breach of this Lease without the need for notice to Lessee under paragraph 13.1. "Transfer" within the meaning of this
paragraph 12 shall include the transfer or transfers aggregating: (a) if Lessee is a corporation, more than twenty-five percent (25%) of
the voting stock of such cal tion. or (b) if Lessee is a partnership, more than twent�,A percent (25%) of the profit and loss
participation in such partnership.
12.2 Lessee AfliWte. Notwithstanding the provisions of paragraph 12.1 hereof; Lessee may assign or sublet the Premises, or any
portion thereof without Lessors consent, to any corporation which controls, is controlled by or is under common control with Lessee, or
to arty corporation resulting from the merger or consolidation with Lessee, or to my pawn or entity which acquires all the assets of Lessee
as a going concern of the business that is being conducted on the Premises, all of which are referred to as "Lessee Affiliate"; provided
that before such assignment shall be effective, (a) said assignee shall assume, in full, the obligations of Lessee under this Lease and (b)
Lessor shall be given written notice of such assignment and assumption. Any such assignment shall not, in any way, affect or limit the
liability of Lessee under the terns of this Lease even if after such assignment or subletting the toms of this Lease are materially changed
or altered without the consent of Lessee, the consent of whom shall not be necessary.
12.3 Terms sad Cosdidoas Applicable to Assipsent and Soblettfag.
(a) Regardless of Lessors consent, no assignment or subletting shall release Lessee of Lessee's obligations hereunder including
Lessee's Sham of Operating Expenses, and to perform all other obligations to be performed by Lessee hereurnder.
(b) Lessor may accept rent from any person other than Lessee periling approval of such assignment
(c) Neither a delay in the approval or disapproval of such assignment or subletting. nor the acceptance of reset, shall constitute
a waiver or estoppel of Lessors right to exercise its remedies for the breach of any of the terms or conditions of this paragraph 12 or this
Lease.
(d) If Lessee's obligations under this Lease have been guaranteed by third parties, then an assigrimeret or sublease, send Lessor's
consent thereto, shall not be et%ctive unless said guarantors give their written consent to such sublease and the temps thereof.
(a) Thewnsent by Lessortoany assignmernorsublettingshall notconstinteaconsom toany subsequentassignmadorsubletting
by Lessee or to any subsequent or successive assignmet or subletting by the sublessee However. Lessor may consent to subsequent
subletdngs and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable
on the Lease or sublease and without obtaining their consent and such action shall not relieve such persona from liability under this Lease
or said sublease; provided, however such persons shall not be responsible to the extent any such amendment or modification enlarges or
increases the obligations of the Levee or sublessee under this Lease or such sublease.
(f) In the event of any default under this Lease, lessor may proceed directly against Lessee, any guarantors or any one else
responsible for the performance of this Leas% including the sublessee, without fast exhausting Lessor's remedies against any other person
or entity responsible therefor to Lessor, or any security held by Lessor or Lessees
(g) Lessors written consent to any assignment or subletting of the Premises by Lasses shaU not constitute an acknowledgment
that no default then exists under this Lease of the obligations to be performed by Lessee nor shall such consent be deemed a waiver of
any than existing default, except as may be otherwise stated by Lessor at the time.
(h) The discovery of the fact that any financial statement relied upon by Lessor in giving its consent to an assignment or subletting
was materially false.shall, at Lessors election, render Lessors said consent null and void.
12.4 Additional Terms and CoradiNon Applicable to Sabletdq. Regardless of Lesson consent, the following terms and conditions
shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease
whether or not expressly Incorporated therein:
(a) Lessee hereby assigns and transfer to Lessor all of Lessee's interest in all rentals and income arising from any sublease
heretofore or hereafter made by Lessee, and Lessor may coUoct such rent and income and apply same toward Lessee's obligations under
this Lease; provided, however, that until a default shall occur in the performance of Levees obligations under this Lease. Lessee may
receive, collect and enjoy the rents accruing under such subleases Lessor shall not, by masers of this or any other assignment of such
sublease to Lessor nor by reason of the collection of the rents from a sublessee, be deemed liable to the sublessee for any failure of Lessee
to perform and comply with any of Lessee's obligations to such sublessee under such subleases Lessee hereby irrevocably authorizes and
directs any such sublessee, upon receipt of a written notice from Lessor stating that a default exists in the performance of Lessee's
obligations under this lease, to pay to Lessor the rents due and to become due under the sublease. Lessee agrees that such subleases shall
have the right to rely upon any such statement ad requests from Lessor and that such sublessee shall pay such rants to Lessor without any
obligation or right to inquire as to whether such default exists and notwithstanding any notice fiew or claim from Lessee to the contrary.
Lessee shall have no right or claim against said sublessee or Lessor for any such rents so paid by said sublessee to Lessor.,
(b) No sublease entered into by Lessee shall be effective unless and until it has been approved in writing by Lessor. in entering
into any sublease, Lessee shall use only such form of sublease v is satisfactory to Lessor, and once approved by Lessor, such, sublease
shall not be changed or modified without Lessors prior written consent Any sublessee shall, by reason of entering into a sublease under
this Lease, be deemed, for the benefit of Lessor, to have assumed and agreed to conform and comply with each and every obligation herein
to be performed by Lessee other than such obligations as art: contrary to or inconsistent with provisions contained in a sublease to which
lessor has expressly consented in writing.
(c) In the event lessee shall default in the performance of its obligations under this Lease, Lessor, at is option and without any
obligation to do so, may require any sublessee to attom to Lessor, in which event Lessor shall undertake the obligations of Lessee under
such sublease from die time of the exercise of said option to the termination of such sublease; provided, however, Lessor shall not be liable
for any prepaid rents or security deposit paid by such sublessee to Lessee or for any other prior defaults of Lessee under such sublease.
(d) No sublessee shall farther assign or sublet all or any part of the Premises without Lessors prior written consent
(e) With respect to any subletting to which Lessor has consented, Lessor agrees to deliver a copy of any notice of default by
Lessee to the sublessee. Such sublessee shall have the right to cure a default of Lessee within three (3) days after service of said notice
of default upon such sublessee, and the sublessee shall have a right of reimbursement and offset from and against Lessee for any such
defaults tuned by the sublessee.
Initials. � t�
12.3lessees Expenses. In a event Lessee shall assign or sublet the Premises or requestu consent of Lessor to any assignment or
subletting or if Lessee shall request the consent of Lessor for any act Lessee proposes to do then Lessee shall pay Lessors reasonable costs
and expenses incurred in connection therewith, including attomeys', architects', engineers' or other consultants' fees.
12.6 Condition to Coaseat Lessor reserves the right to condition any approval to assign or sublet upon Lessors determination that
(a) the proposed assignee or sublessee shall conduct a business on the Promises of a quality substantially equal to that of Lessee and
consistent with the general character of the other occupants of the Office Building Project and not in violation of arty exclusives or rights
then held by other tenants, and (b) the proposed assignee or sublessee be at least as financially responsible as Lessee was expected to be
t the time of the execution of this Less or of such assignment or subletting which ever is greater.
11 Default; Remedies.
III Debalt. The occurrence of any one or more of the following events shall continue a material defatdt of this Lease by Lessee:
(a) The vacation or abandonment of the Premitas by Lessee. Vacation of the promises shall include the failure to occupy the
Premises for a continuous period of sixty (60) days or more, whether or not the rent is paid.
(b) The breach by Lessee of any of the covenants, conditions or provisions of paragraphs 7.3(aj (b) or (d) (alterations), 12.1
(assignment or subletting),13.1(a)(vacation or abandonment), 13.1(e)(insolverxy,13.1(0(fUwstatemmt),16(s)(estoppel catificate).
30(b) (subordination), 33 (auctions), or 41. t (easements), all of which am hereby deemed to be material, non -curable defaults without the
necessity of any notice by Lessor to Lessee thereof.
(c) The failure by Lessee to make any payment of rent or any other payment required to be made by Lessee hereunder, as and
when due, where such failure shall continua for a period of throe (3) days after written notice thereof from Lessor to Lessees In the event
that Lessor serves Lessee with a Notice to Pay Rat or Quit pursuant to applicable Unlawful Detainer statutes such Notice to Pay Rent
or Quit shall also constitute the notice required by this subparagraph.
(d) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or
performed by Lases otter than those referenced in subparagraphs (b) and (c), above, whop such failure shall continue for a period of
thirty (30) days after written notice thereof from Lessor to Lessee; provided, however, that if the nature of the Lessee's noncompliance
is such that more than thirty (30) days am reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee
commenced such cure within said thirty (30) day period and thereafter diligently pu aces such cum to completion. To the extant permitted
by law, such thirty (30) day notice shall constitute the sob and exclusive notice required to be given to Lessee under applicable Unlawful
Detainer statutes.
(e) (i) the making by Lessee of any general arrangement or general assignment for the benefit of creditors; (H) Lessee becoming
a "debtor" as defined in I I U.S.C. 1101 or any successor statute thereto (unless, in the case of a pc idon filed against Lessee, the same
is dismissed within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets
located at the Premises or of Lessee's of substantially all of Lessee's assets located at the Promises or of Lessee's interest in this Lease,
where such seizure is not discharged within thirty (30) days. In the event that any provision of this paragraph 13.1(e) is contrary to any
applicable law, such provision shall be of no force or effect
(t) The discovery by Lessor that any financial statement given to Lessor by Lessee, or its successor in interest or by any guarantor
of Lessee's obligation hereunder, was i ateridly false.
13.2 Remedies. In the event of any material default or breach of this Lease by Lessee, Lessor may at any time thereafter, with or without
notice or demand and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such default:
(a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease and the term hereof shall
terminate and Lessee shall immediately surrender possession of the Premises of Lessor. In such event Lesser shall be entitled to recover
from Lessee all damages incurred by Lessor by reason of Lessee's default including, but not limited to, the cost of recovering possession
of the Premises; expenses of reletting. including necessary renovation and alteration of the promises, reasonable attomeye fees, and any
real estate commission actually, paid; the worth at the time of award by the court having jurisdiction thereof of the amount by which the
unpaid rent for the balance of the term after the time of such award exceeds the amount of such rental loss for the same period that Lessee
proves could be reasonable avoided; that portion of the leasing commission paid by Lessor pursuant to paragraph 15 applicable to the
unexpired term of this Lease.
(b) Maintain Lessee's right to possession in which can this Lease shall continua in et%d whether or not Lessee shall have vacated
or abandoned the Premises. In such evert Lessor shall be entitled to enforce all of Lessors rights and remedies under this Lease, including
the right to recover the rent as it becomes due hereunder.
(c) Pursue any other remedy now or hereafter available to Lessor under the laws or judicial decisions of the state wherein the
Premises are located. Unpaid installments or rent and other unpaid monetary obligations of Lessee unda the terms of this Lease shall bear
interest from the date due at the maximum rate then allowable by law.
13.3 Default by Lessor. Lessor shall not be in default unless Lessor fails to perform obligations required of Lessor within a reasonable
time, but in no event later don thirty (30) days after written notice by Lessee to Lessor and to the holder of any first mortgage or deed of
trust covering the Premises whose name and address shall have theretofore been furnished to lessee in writing, specifying wherein Lessor
has failed to perform, such obligation; provided however, that if the nature of Lessors obligation is such that more than thirty (30) days
are required for performance then Lessor shall not be in default if Lessor commences performance within such 30-day period and thereafter
diligently pursues the same to completion.
Initials: dA
13.4 Late Charles. L acknowledges that late payment by lessee to Lessor 01, m Rent, Lessees Share of Operating
Expenses of other sums due hereunder will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will
be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which
may be imposed on Lessor by the teems of any mortgage or trust deed covering the Office Building Project Accordingly, if any installment
of Base Rent, Operating Expenses, or any other sum due from Lessee shall not be received by Lessor or Lessor's designee within ten (10)
days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall pay to Lessor a late charge equal
to 60/9 of such overdue amount The parties hereby agree that such let charge represents a fair snd reasonable estimate of the costs Lessor
will incur by reason of late payment by lessee. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lesse's
default with respect to such overdue amount, nor prevent Lessor from exercising any of the other rights and remedies granted hereunder.
1 a. Coademmatiom If the Premises or any portion thereof or the Office Building Project are taken under the power of eminent domain,
or sold under the threat of the exercise of said power (all of which are herein called "condemnation"), this Lease shall terminate as to the
part so taken as of the date the condemning authority takes title or possession, whichever first occurs; provided that if so much of the
Premises or the Office Building Project are taken by such condemnation as would substantially and adversely affect the operation and
profitability of Lessees business conducted from time Premises, Lessee shall have the optima, to be exercised only in writing within thirty
(30) days after Lessor shall have given Levee written notice of such taking (or in the abserhce of such notice, within thirty (30) days after
the condanning authority shall have taken poasession) to terminate this Lease as of the date the condemning authority takes such
possession. If Lessee does not terminate this Lease in accordance with the foregoing. this Lease shall remain in full force and effect as
to the portion of the Premises remainin& except that the rent and Lessee's Sham of Operating Expenses shall be reduced in the proportion
that the floor area of the Premises taken bees to the total floor area of the premises. Common Area taken shall be excluded Gan the
Common Areas usable by Lessee and no reduction of rent shall occur with respect thereto or by reason thereof. Lessor shall have the
option in its sole discretion to terminate this Lease as of the taking of possession by the condemning au ben ity, by giving written notice
to Lessee of such election within thirty (30) days after receipt of notice of a taking by condemnation of any part of the Premises or the
Office Building Project Any award for the taking of all or any part of the Premises or the Office Building Project under the power of
eminent domain or any payment made under threst of the exercise of such power shall be the property of Lessor, whether such award shall
be made as compensation for diminution in value of the leasehold or for the Wring of the fee, or m severance damages; provided, however,
that Lessee shall be entitled to any separate award for loss of or damage to Lessee's trade fudires, removable personal property and
unamortized tenant improvements that have been paid for by Lessee For the purpose the coat of such improvements shall be amortized
over the original term of this Lem exchulimg any options. in the event that this Lease is rut terminated by reason of such oademoation,
Lessor shall to the extent of severance damages received by Lessor in connection with such oatdmutatiah, repair any damage to the
Premises caused by such condemnation except to the extent that Lessee has been reimbursed therefor by the condemning authority. Lessee
shall pay any amount in excess of such severance damages required to complete such repair.
15. Broker's Fee. (N/A)
(a) The brokers involved in this transaction are as "leg
broker" and --- as "cooperating broker," licensed real estate broker(s). A "cooperating broke
is defined as any broker other than the listing broker entitled to a share of any commission arising under this Lease. Upon execution of
this Lease by both parties, Lessor shall pay to said brokers jointly, or in such separate shares as they may mutually designate in writing,
a fee as set forth in a separate agreement between Lessor and said broker(,), or in the event there is no separate agreement between Lessor
and said broker(s), the sum of S -- . for brokerage services rendered by said broker(s) or Lesser in this transaction.
(b) Lessor further agrees that (i) if Lessee exercises any Option, as defined in paragraph 39.1 of this Lease, which is granted to
lessee under this Lease, or any subsequently granted option which is substantially similar to an Option granted to Lessee under this Lease,
or (ii) if Lessee acquires any rights to the Premises or other premises described in this Lem which are substantially similarto what Lessee
would have acquired had an Option herein granted to Lessee bear exercised, or (iii) if Lessee remains in possession of the Premises after
the expiration of the term of this Lease after having failed to exercise an Option, or (iv) if said broker(s) are the procuring cause of any
other lease or sale entered into between the parties pertaining to the Premises and/or any adjacent property in which Lessor has an interest,
or (v) if the Base Rent is incressed, whether by agreement or operation of an escalation clause contained herein, then as to any of said
transactions or rent increases, Lessor shall pay said broker(s) a fee in accordance with the sclhedule of said broker(s) in effect at the time
of execution of this Lease. Said fee shall be paid at the time such increased renal is determined.
(c) Lesser agrees to pay said fee not only on behalf of Leaver but also on behalf of any person, corporation, asacciation, or other
entity having an ownership interest in said real property or any put thereof when such fee is due hereunder. Any transferee or Lessors
interest in this Lease, whether such transfer is by agreement or by operation of law, shall be deemed to have assumed Lesaers obligation
under this paragraph 15. Each listing and cooperating broker shall be a third party beneficiary of the provisions of this paragraph 15 to
the extent of their interest in any commission arising under this Lease and may enforce that right directly against Lessor provided,
however, that all broken having a right to any part of such total commission shall be a necessary party of any suit with respect thereto.
(d) Lessee and Lessor each represent and warrant to the other that neither has had any dealings with any person, firm, broker or
lender (other than the persoa(s). if any, whose names are set forth in paragraph I5(a), above) in connection with the negotiation of this
Lease and/or the consummation of the transaction contemplated hereby, and no other broker or other person, firm or entity is entitled to
any commission or lender's fee in connection with said transaction and Lessee and Lessor do each hereby indemnify and hold the other
harmless from and against any costs, expenses, attorneys' fees or liability for compensation or charges which may be claimed by any such
unnamed broker, lender or other similar party by reason of any dealings or actions of the indemnifying party.
la EatoppelCertificate.
(» (a) Each Party (es mn "r_Pg patty") shall at any time upon not less than tea (10) drys' prior written notice from the other party
requesting PNIY") execute, arkmowlodge and deliver to the requesting party a statement is writing (i( certifymg that this Leas is
wuaodified and in full force and effect (or, if modified, stating the nature of such modifiatioo and certifying that this Leaser, as so
ntuditted, is in full force and effect) and the date to which the rent and charges are paid in adv&OM if any, and (ii) acknowledging
other ch
that there are not, to the responding party's koowkdg% any uncured default on the part of the requesting Percy. or specifying such defauln if any are claimed My such statement may be conclusively relied upon by Any Prospective
Building project or of the business of Lessee purchaser or esuLvmbnmeer of the Office
(b) At the requesting Patty's option, the failure to deliver such statement within such time shall be a material default of this Lease
by the Party who is to respond, without any further notice to such party, or it shall be conclusive upon such party that (i) this Lease is in
full force and effect, without modification except as may be represented by the requesting Party, (d) there ne no tancured default in the
requesting Patty's Penance. and (iii) if Lessor is the requhestittg party, not more than one months rat has been paid in advance.
(c)1 f Labor desires to fnsace, refinance, or se0 the Office Building Project. or any part thereof I,esxe hereby agrees to deliver
to any leader or purchaser designated by lessor such fin eW stub of Lessee as may be reasonable required by such lends or
purchaser. Such statements shall include the past throe (3) years' f amcial statemsM Off as@* All such financial staternenb shall be
received by Lessor and such leader or purchaser in confidence and shall he used only for the purposes herein set forth.
17. Lessee's Liability. The term "Lesser' as used harem shall mean only the owner or owners, at the time in queadortr of the fee title or
A lessee's interest in aground lease of the Office Building Project, and except as ecp ossly provided in paragraph 15, in the evert of any
trahali r of such tick or intaest, Lessor herein named (ad in ease of arty subsequent transfers than the grantor) shall be relieved from and
after the date of such transfer of all liability as respect Lessors obligations thaeaf ar to be performed, provided that any funds in the
bands of Lessor or the then grantor at the time of such transfer, in which Lessee has an interest, sW be delivered to the grantee. The
ob6gacions contained in this Lease to be performed by Lessor shalk subject as aforesaid, be binding an Lessors successors and assign,
only during their respective periods of ownership-
1 tL Severability. The invalidity of any Provision of this Lease as determined by a court of competent jurisdiction shall in no way affect
the validity of any other provision hereof.
19, lmteruu an Pw"oe Obligedom Except as vq ssly herein provided, any amount den to Lessor not paid when due sha8 bear
interest at the maximum ran then allowable by law orjudgements from the dun due. Payment of such interest shad not Ww4w or cute
any detault by Lessee under this Lease; Provided, however, that interest shall not be payable on Ian charges incurred by Lessee not on
nay amounts upon which We charges are paid by Lessee.
2(L Time of Essence. Time is of the essence with respect to the obligations to be performed under this Lease
21. Addislonal ReaL All monetary obligations of I.paas to Lessor under the tams of this Lease, including but not limited to Lessee's
Share of Operating Expense increase and any other expmaes payable by Lessee hereunder" be deemed to be renL
22, lacorperadoo of Prior Agresareats; Amwadneata This Lessor contains all speemats of the parties with respect to any natter
mentioned herein. No prior or canhsuporaoeota agreement or understanding pttrtaiining to any such matter shall be effective. This Lease
may be modified in writing only. signed by the parties in interest at the time of the modification. Except as otherwise stated in the Lease,
Lessee hereby acknowiaiges that neither the real estate broker listed in paragraph 15 hemof mar any cooperating broker on this trsratdfon
not the Lessor or any emploYor or agent of any of said persons has muds any oral or written warranties or representations to Lessee
relative to the condition or,uss by Lessee of the Premises or the Office Building Project and Leases acknowledges that I es sea assumes
all respuobibility regarding the Occupational Safety Health Act. the legal use and adaptability of the Premises and the compliance thereof
with all applicable laws and regulations in effect during the term of this Lease.
21 Noakes, Any notice required or permitted to be given hereunder shall be in writing and may be given by personal delivery or by
certified or registered wrath, had shad be deemed sufficiently given if delivered or addressed to Lessee or to Lessor at the address noted
below of adjaaot to the signature of the respective parties, as the can may bar Mailed notices shad be deemed given upon actual receipt
a the address required, or fortyeigbi hours following deposit in the nail, postage prepaid, whichever first occurs. Either party may by
noticed to the other specify a different address for notice Purposes except that upon Lessee's taking possession of the Premiss, the
Ptomimn shall constitute Lessee's address for notice purposes. A copy of all notices nxptired or permitted to be given to I es sor hereunder
Aall be concua'rernly transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate by notice
to Lessee.
24. Waivers. No waiver by Laser of any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent
breach by Lessee of the same or any other provision. Lesson's consent to, or approval of, say ad shall not be deemed to render unnecessary
the obtaining of Lessors consent to or approval of any subsequent ad by Lessee. The acceptance of rat hereunder by Lessor shall not
be a waiver of any preceding breach by Lessee of any provision hereof, other than the failure of Lessee to pay the particular rent so
accepted, regantless of Lessors knowledge of such preceding breach at the time of acceptance of such rent.
23. "ording. Either LessUessee shall, upon request of the other, execute, aclmowl� and deliver to the other a "short form"
nmemurandum of this Lease for recording purposes.
26. Holding Over. If Lessee, with Lessors consent, remains in possession of the Premises at my part thereof after the expiration of the
term hereof, such occupancy shall be a tenancy from month to mouth upon all the provisions of this Lease pertaining to the obligations
of Lessee, except that the rent payable shall be two hundred percent (200%) of the rent payable immediately preceding the termination
daw of this Lease, and Options, if any, granted under the terms of this Lease shall be deemed terminated and be of no fuller effect during
said month to month tenancy.
27. Cumulative Remadim No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with
all other remaliea at law or in equity.
2& Covenants and Conditions. Each provision of this Lease performable by Lessee shad be deemed both a covenant and a condition.
29. Wadfng EReet; Choice of Law. Subject to any provisions hereof restricting assignment of subletting by Lessee and subject to the
provisions of paragraph 17, this Lane shad bind the parties. their personal representatives, succown and aasigms. This Lease shall be
governed by the laws of the State whore the Of a Building Project is located sod any litigation concerning this Lear between the parties
ham shall be initiated in the county in which the Office Building Project is located.
30. Sobaedinadoa
(a) This Lease, and any Option or right of fast refusal granted hereby, at Lassoes option, stall be subordinated to any ground
lease, mongaiM deed of trust, or any other hypothecation or security now or Iheafter placed upon the Office Building Project and to any
and all advances made on the security thereof and to all renewals, modificationsconsolidations, replacements and extensions hereof.
Nomilistamding such subordination, Lessees right to quiet possession of the Premises shall not be disturbed if Lessee is not in default
and so lung as Lessner shall pay the rent and observe and perform ad of the provisions of this Leaner, unless this Lease is otherwise
terminated pursuant to its terms. If any mortgagee, trustee or ground lessor shall elect to have this Lase and any Options (panted hereby
prior to the lien of its mortgage, deed of trust or ground lease, and stall give writhes notice thereof to Lessee, this Lease and such Options
shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lase or such Options are dated prior or subsequent
to the data of said mortgage, deed or trust or ground lease or the date of recording therm[
(b) Lessee agrees to execute any documents, required to effectuate an atonement, a subordination, or to make this Lase or any
Option granted heroin prior to the lien of any mortgage, deed of trust or ground lease, as the case may bee Lessee's failure to execute such
documents within ten (10) days after written demand shall constitute a material default by Losses hereunder without further notice to
Lessee or, at lassoes option, Los= shall execute such documents on be hi" of Lessee as Lessees attatnay-ion-fact. Lessee does hereby
nuke, constitute and irrevocably appoint Lessor as Lessee's attorney-hm-fad and in Lessee's no place and stead, to execute such
documents in accordance with this paragraph 30(b).
31. Anornsys' Fees.
31.1 If either party or the broke(s) named herein bring an action to enforce the tens hereof or declare rights hereunder, the prevailing
party in any such action, trial or appeal hereon, shall be entitled to his reasonable attorney' foes to be paid by the losing party as fixed
by the court in the same or a separate suit, and whether or not such action is pursued to decision ar judgment The provisions of this
pa sp so shall inure to the benefit of the broker named herein who seeks to enforce a right hereunder.
31.2 The attorneys' fee award shall not be computed in accordance with my court fee schedulebut shall be such as to fully reimburse
all attorneys' fees reasonably incurred in good faith.
313 Lessor ,fall be entitled to reasonable attorneys' fees and all other costs and a"" incurred in the preparation and service of
notices of default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with
such default
32. Leswes Acepw
32.1 Lessor and Lessors agents shall have the right to enter the Premises at reasonable times for the purpose of inspecting the same,
perorming any services required of Lessor, showing the same to prospective purchasers, lenders, or lessees, taking such safety measures.
erecting such scaffolding or other necessary structures, malting such alterations, repairs, improvements or additions to the Premises or to
the Office Building Project as Lessor may reasonably deem necessary or desirable and the cratin& using and maintaining of utilities,
xrvicss, pipes and coed M through the Premises and/or other premises as long as thee is no material adverse effect to Lessee's use of
the Premises. Lessor may at any time place on or about the Premises or the Building any ordinary "For Sale" signs and Lessor may at any
time during the lase 120 days of the term hereof place on or about the Premises any ordinary "For Lease" signs.
32.2 All activities of Lessor pursuant to this paragraph shall be without abatement of ref, nor shall Lessor have any liability to Lessee
for the same.
32.3 Lessor shall have the right to retain keys to the Premises and to unlock all doors in or upon the Premises other than to files, vaults,
and safes, and in the case of emergency to enter the Premises by any reasonable appropriate means, and any such entry shall not be domed
a Corceable or unlawful entry or detainer of the Premise err an eviction. Lessen waives any charges for damages or injuries or interferencewith Lessee's property or business in connection therewith.
33. Aactimm Lessee shall not conduct, nor permit to be
or the Common Areas without first having conducted, either voluntarily a involuntarily, any ytcdw upon the Premise
rg obtained Lessors prior written consent Notwithstaoding anything to the contrary in this Lease,
Lessor shall not be obligated to exercise any standard of real lenes is
determining any auction on the Premises or Common Arcs hest Wad
of this whether to grant such coasert. The holding of
PPh shall constitute
s materiel default of this Lease.
34. ircum Lessee shall not
place any sitph upon the premise or the Office Building Project without Lessors prior written consent Under
no circumstances shall Lessee pIwo a sign on any roof of the Office Building project
31 Merger. [be volumary or other surrender of this Lew by Lessee, or a mutual cancellation thereof, err a termination by Lessor. shall
not work a merger, sad shall, at the option of Lessor. terminate all or any existing arbtumncim or may, at the
as an assignment to Lessor of any or all of such subtamciea, option of Lessor, operate
3b. Coaurata Erteept for paragraphs 33 (auctions) and 34 (signs) hereof, wherever in this Lew the
An act of the other consert of ores party is required to
party such consent shall not be unreasonably withheldor delayed,.
37. Guameor. In the event that there is a guarantor of thin Lease, said guarantor shall have the same ob,,gatiorts as Lessee under this Lease.
A QuW Powlaa Upon Lessor paying the rent for the Premise and observing and preforming erg of the covenants, conditions and
provisions on Leaws part to be observed and performed herarnder, Lass shall have quiet posseaiorr of the Premises far the attire tam
hereof subject to all of the provisions of this Lease. Ibe individuals executing this Lase an behalf of Lessor represent and warrant to
Lessee that they are fully authorized and legally capable of executing this Lease an bdtalf of I.esar and that such caunion is binding
upon all Panes holding so ownanhip incest m the Office Building Project
39. Opnfeea. (See Exhibit "C" Paragnplr 11)
39.1 DeAsitieea, As used in this paragraph the word!Option- has the following ensuing; (1) the right a option to extend the tam of
this Lew or to renew this Lease or to attend err maw ao)r lease that Leases has ea other property of Lessor; (2) the option or right of
first refusal to lase the Promises or the right of first offer to lease the promise or the right of first roftnsal to lase other space within the
Office Building project at other property of Lessor or the right of fast offer to lase other spec within the Office Building Project or other
Property of Lessor; (3) the right a option to purchase the Premises or the Office Building project, or the right of fast refusal to purchase
the Premises or the Office Building project or the right of fine offer to purchase the Promise or the Office Building project, or the right
Of optM to purchase other property of Lessor, or the right of first refusal to purchase other property of Lessor or the right of first offer
to purchase other property of Lessor.
39.2 OPtfaau PersoarL Each option wanted to Lessee in this Lax is per to the original I.asse0 and may be exercised o
orinly by the
ginal L Estee while occupying the Premises who does so without the intent of thmetfter wigoing this Laos or subletting the Premises
Of Any Portion thereof; and may not be exercised or be assigned, voluntarily or involunhrily, by or to any person or entity other than
Lessee; provided, however, dial an Option may be exercised by or assigned to any Lase Affiliate as defined in paragraph 121 of this
Lear. The Options, if any, herein granted to Lesser are not assignable separate and span from this Lease, nor nayan
wPrr sted from this Lew in any manner, either Y Option be
by reservation or otherwise.
39.3 Mr Wltlea Optisaa. In the event that Leases has any multiple options to extend or renew this Lease a later opd W cannot be exercised
unless the prior option to extend or renew this Lew has boo so exercised
39.4 Effect of Default as Optloas
(A) Lesser shall have no right to exercise an Option, notwithstanding any Provision in the gnat of Option to thee contrary. (i)
during the time commencing from the date Lessor give to Lessee a notice of default pursuant to paragraph 13.1(c) or 13.1(d) and
cwrtinuing until the noncompliance alleged in said notice of default is cured, or (H) during the Period of time commencing on the day after
A monetary obligation to Lessor is dun hom Lessen and unpaid (without any necessity for notice thereof to Lessee) and continuing until
the ob6guion is Paid, or (iii) in the event that Lessor has given to Lessee three or more notices of default wrier paragraph 13.1(c), or
Paragraph 13.1(d), whether or not the defaults are cured, during the 12 month Period of time immediately prior to the time that Lessee
Attempts to exercise the subject Option, (iv) if Lessee has committed any non.curable brae; including without limitation thou described
in paragraph 13. l (b), or is odherwix in defeuh of any of the terra, covenants or conditions of this Lease.
(b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee's inability
to exacise an Option because of the Provisions of paragraph 39.4(4
(c) All rights of Lesso under the provisions of an Option shall terminate and be of no finrtha force or effect, rtotwithttanding
Lessee's dun and timely exercix of the Option, if, after such ezercix and dttirng the tam of thin Lase, (i) Lowfails to pay to Lessor
a monetary obligation of Lesm for a period of thirty (30) days after such obligation becomes dun (wid ag any necessity of Lessor to give
nwice thereof to Lessee), or (ii) Lessee fails to commence to cure a default specified in 13.1 d within thirty
Jaw char Lessor gives notice to Lessee of such default and/or Lessee fait therculm to diligently () co days after the
Lessor give to Lessee then or more notices of default t prosecute said curs to completion, (iii)
paragraph I I f (c), or paragraph 13.1(d� whether or not the defaults are
ME
cured, ur (iv) if Lessee has Muted any non -curable breach, including without limitation described in paragraph 13.1(b), or is
otherwise in default of any of the terms, covenants and condition so this Lease
'14L Seearlty Menserwussees ReservadeaL
34L 1 Lessee hereby ad know ledges that Lessor shall have no obligation whatsoever to provide guard service or other security meas
for the b—fa of the Premises of the Office Building Project. Lassa ures
assumes all responsibility for the protection of Lessee, its agent,
r+W invites and the property of Lessee and of' essee's agents and invites 6om ace of third parties, Nothing herein contained shall , pn:vau
Lessor, at Lasers sole option, from providing security protection for the Office Building project or any part thereofin which event the
cost thereof shall be included within the definition of Operating Expasa, as sad forth in paragraph 4.2(b).
w 2 Lessor shall hove the following rights:
(a) To change the name, address or title of the Office Building project or building in which the Premises are located upon not
less than 90 days prior written notice;
(b)To permit any lessee the exclusive right to conduct any business as long as such exclusive does not conflict with any rights
expressly given herem;
(c) To play such signs, notices or displays as Lessor reasonably dams necessary or advisable upon the roof, exterior of the
buildings or the Office Building project or on pole sights in the Common Areas.
40J Lessee shall not:
(a) Use a representation (photograph or odwwise) of the Building or the Office Building project or their name(s) in connection
with Les s business without appropriate approval.
(b) Suffer or permit anyone, except in emergency, to go upon the roof of the Building.
41. Eaeheuasata
41.1 Lessor reserves to itself the right, from time to time, to grant such easements, rights and dote atiots that Lessor deems necessary
or desirable, and to cause the recordation of Parcel Mapes and restrictions, so long as such asemenb, rights, dedications, Maps and
restrictions do not unreasonably interfere with the use of the Premises by Lessee. Laze shah sign any of the aforementioned documents
upon request of Lessor and fitlum to do so shall constitute a material default of this Lase by Lewes without the need for further notice
to Lessee.
1.2 The obstruction of Lessee's view, air, or light by any structure erected in the vicinity of the Building, whether by Lessor or third
Patties, shall in no way affect this Lease or impose any liability upon Lessor.
42. Perterteaose U ceder Protest. If at any time a dispute shut arise as o any amount or sum of money to be paid by one parry to the other
under the provisions hereof. the party against whom the obligation to pay the money is asserted stall. have the right to retake payment
"under protest" and such payment shall not be regarded as a voluntary payment, and there shag survive the right on the part of said party
to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said party to pay such
sum or any part thereof; said parry shall be entitled to recover such sum or so much thereof as it was not lewdly required to pay under the
provisions of this Lease.
43. Authority. If Lessee is a corporation, trust, or general or limited partnership, Lessee, and each individual executing this lease on
behalf of such entity, represent and warrant thet such individual is duty authorized to execute and deliver this Lease on behalf of said
entity. If Leases is a corporation, trust or partnership, Lessee shall, within thirty (30) days after execution of this Law, delver to Lessor
evidence of such authority satisfactory to Lessor.
44. CeallieL Any conflict between the Printed provisions, Exhibits or Addenda of this Leave and the typewritten or handwritten
provisions, if any, shall be controlled by the typewritten or handwritten provisions.
a No Offer. Preparatioo of this Low by Lessor at Lessor's agent and submission of same to Lessee shall not be deemed an offer to
Lerner to lease. This Lease shall become binding upon Lessor and I.essa only when fully executed by both parties.
46. Leader Modilicstwo. Lessee agrees to make such reasonable modifications to this Lease as may be reasonably required by an
institutional leader in connection with the obtaining of normal fimncing or refinancing of the Office Building Project.
47. Holdpla Parties If more than one person or entity is named as eitber I error or Lessee herein. except as otherwise expressly provided
therein, the obligations of the Lessor or Lessee herein shall be the joird and several responsibility of ad persons or entities named herein
as such Lessor or Lexsw respectively.
A Work Letter. (N/A) This Lease is supplemented by that certain Work Letter or even data executed by Lessor and Lessee
attae:hed hereto as Exhibit D and incorporated herein by this reference.
49. Attachments. Attached hereto are the following documents which constitute a part of this Lou.
Exhibit "A" Floor Plan
Exhibit "B" ---General Rules and Parking Rules.
Exhibit " C" Specific Lear Information
P
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIE THIS LEASE AND EACH TERM AND PROVISION
CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED ARID VOLUNTARY CONSENT
THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE
ARE RESPECT
TO THE LLYPRE REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH
RESPECT TO THE PREMISES.
IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY
FOR HIS APPROVAL NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE BROKER OR ITS AGENTS OR
EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS
LEASE OR THE TRANSACTION RELATING THERETO; THE PARTIES SHALL RELY SOLELY UPON THE
LEASE.
ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS
LESSOR
By—.-- Jean Ben�,.
Its May
By f
Its
— 0
Exccutut at
A, kem
LESSEE
By Barbara n...,..,
Its
Executed at
Address
'-7 . a
,! �.
r /A
E,
STANDARD OFF41 E LEASE
FLOOR PLAN
Exhibit "A"
A
A
e• 1 Y94 amen m bWtbmd Red Fqru Asuxishon FULL SFRVICF.NFT
Dared: Ary II :Wes
By and Betwem City 0
EXHIBIT "B-
RULES AND REGULATIONS FOR
STANDARD OFFICE LEASE
GENERAL RULES
I. Learns abWl ant sutler or entail the obwtrctioa of common Mena, including driveways, wan"Ws and stakweys.
ft
2' aiML�ng Pesa" rightn oases to any perwms Lessor ins good fiitb judges to be a thrum to the safety.reptmtatioq ar property of
the ow- B "its Ocal"
J. Lessee shall out make or permit any anise or odors tbst annoy a iamerfese with other leaseea or parsons
Bwiding Project laving business wi" the 06%4
4. mot brim areas out doss esaae W Wl not keep aoimds or birds within the O@ta Building projeel. and shall s ycke�
Wrested es authorized for same bicmotorcycles or other vehicles into
s- Lessee AW not make, suffer or permit liner ezapt in appropriate reaeptades for that purpose.
6. Leaser Ang nag alu r any lock or instal new or oddidomd locks or bolts. (Sea apsekMsaq ZZW* -Co. rwogrgA n
7. Lessee shall be responsible for the inappropriate use of any toilet rooms, Plumbing or other utilities , No foreign wbstattceal
of arty kind are to be inserted therein
8. Lessee " not deface the walls, partitions or other surfaces of the Premiaa or Office Building project,
9. Lessees shall tat suffer or permit any thing in or around the
Premmises or Building Chet causes excessive vibration or floor
lu;uliag m any part of the Office Building Projeq,
10. Fumituro, signiticaat 5tiglu and equipment shall be moved into or out of the
building odY with the Lessors knowledge
and con"", and subject to such reasonable limit
ations, techniques and timing, as may be designated by Lessor. Lesshall be
see
responsible for any damage to the Oflios Building Project arising ftaa any such activity.
11. Lessee shall not employ any service or contractor for services or work to be
by Lessor. Performed in the Building. except as approved
12. Lessee is responsible for locking of all doors and windows and insuring the security of the entim building.
are lost. 13. Lessee shall return all keys at the termination of its Wnsocy and shall be responsible for the cost of replacing any keys that
14.No window coverings, shades or awnings shW be installed or used by Lessee
15. No Lessee, employee or invitee shall go upon the roof of the Building.
sutfa or
Lessor orlby Applicableona�W Pit smoking or oartying of lighted cigars or cigarette in areas reasonably designated by
agencies as non-smoking areas
17. Lessee Aal not use any method of heating or air conditioning other than as provided by Lessor.
18. Lesson ebaH not install, maintain or operate any vending machines upon the Premium without Lessors written consent.
19. The kased Premises shall not be used for lodging or manufacturing
20. Lassa shall comply with all safety, fare protection and evacuation regulations established by Lessor or any applicable
guvenm>mtal agency.
ABY
21. Lessor reserves dfe right to waive any one of these rules or teplat ong, and/or a to
waiver shall not constitute a waiver of any other ruk or regulation or thereof
such
h��" , �Y SUCfI
any subsequent application thereof to such Lessee.
22. Lessee assumes all risks from theft or vandalism and agrees to keep its Premises locked as may be required.
23. Lessor reserves the right to make such other reasonable rules and replations for the . � it �y from time to time deem necessary
appropriate operation and safety of the office Building Project and its occtapam. Lessee agrees to abide by these and such
rules NW regulations.
PARKING RULES
I. Parking area shall be used only for parking by vehicles no longs thae full sin, passenger automobiles batin called *Permitted Size
Vehicles" Vehicle other than Permitted Sine Vehicles are berein rehrred to a "OvaW d Vehielea"
2. Laa w sMU not permit or allow my vehicles that belong to or are controlled by Laser or l seeds employes, suppliant; shipper;
customer, or invites to be laded, unloaded, or parked in am other than those designated by Lass for such activities.
3. Lesser «servo the right to relocate all or a part of parking spaces ffom floor to floor within one floor, and/or to reasonably adjacent
ofl$fr I"Miorts(sl and to reasonably allocate them betwaea compact and standard sin spares. n Ieog as the ama complies with applicable laws.
ordinances and regulations
i. Users of the parking area will obey all posted sips and park only in the areas "BOOM for vehicle
Pig•
i. Unleaa otherwise instructed every Pam using the parking area is required to park and lock his owe vehicles I.eaaar will not be
responsible far my damage to vehkIM injury to persons or lass of property. all of which risks are amumed by the party using the parking area
6. Validation if esublished, will be permissible only by such method or methods a Lmor and/or its licensee may cuablisb at rate
aooerally applicable to visitor parking,
7. The mrineenaoce, wa"& waziog or cleaning of vehfda in the parking structure or Common Areas is prohibited
A. Lassm shall be responsible for smog than all of its employees. agents and invites comply with the applicable parking rules, regulationa,
laws and %pounmts
9.. Lessor rawer the right to modify these rules aodlor adopt such other reasonable and non-discriminatory rules rind regulations as it may
deem nacssery for the proper operation of1he parking area
10. Such parking use as is herein provided is intended merely as a license only and no Whom is intended ar shall be created hereby.
A ilk
Exhibit "C"
SPECIFIC LEASE INFORMATION
PALM DESERT CHAMBER OF COMMERCE
73-559 Highway I I I
Palm Desert, Ca. 92260
CITY OF PALM DESERT LESSOR
PALM DESERT CHAMBER OF COMMERCE LESSEE
ATTACHMENT
1. RENTAL
Total Rental $1.00 per year payable on August 1, 2008 and
each August l,during the term of the lease
2. Operating Expenses / CAM Charges
Lessee's share of operating expenses shall be payable by Lessee on a monthly
basis. For the initial year of 2008, the CAM charges will be $913.27per month.
The monthly charges shall be estimated and adjusted on annual basis beginning
on April 30 of the calendar year.
3. Interior Maintenance:
It will be the Lessee's responsibility to maintain the interior areas of the leased
premises. Lessee will maintain or hire janitorial service, at Lessee expense,
sufficient to maintain the interior in a clean, well maintained condition, necessary
to eliminate odors, all visible dust, dirt, litter, trash, stains, etc. to the greatest
practical degree possible.
4. Discrimination:
The Lessee herein covenants by and for himself or herself, his or her heirs,
executors, administrators and assigns, and all persons claiming under or through
him or her, and this lease is made and accepted upon and subject to the following
conditions: That there be no discrimination against or segregation of any person
or group of persons, on account of age, .race, color, creed, religion, sex, marital
status, national origin, or ancestry, in the leasing, subleasing transferring, use or
occupancy, tenure or enjoyment of the land herein leased nor shall the lessee
practice or practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees, sublessee,
subtenants or vendees in the land herein leased.
5. Cily of Palm Desert Smoke Free Ordinance
The City of Palm Desert has passed ORDINANCE NO 1007 "ORDINANCE -OF
THE CITY OF PALM DESERT, CALIFORNIA AMENDING CHAPTER 8.36
OF THE CODE OF THE CITY OF PALM DESERT, CALIFORNIA RELATING
AND PROHIBITION OF SMOKING". Ordinance No, 1007 prohibits smoking
within certain public areas in the City of Palm desert; indicated specifically by
Section (B) Paragraph 3 ( c) and Section (B) Paragraph 2.
The Ordinance prohibits smoking within the office areas, Conference Rooms,
atrium and forty (40) feet from the entrances and exits of the building. The
Ordinance was approved and adopted on October 25, 2001 by the City Council of
the City of Palm desert.
6. Recycling:
Per AB 939,the City of Palm Desert is required to divert 50% of it's waste from
the landfill and implement diversion programs. In order to meet this mandate, the
City, all City owned facilities, and contractors performing work for the City, are
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required to participate in recycling programs that relate to the business activity as
well as recycling of other materials banned from landfills, (e.g. chemicals,
batteries, electronic waste, construction and demolition waste, bottles, cans, paper,
plastic, etc.). Therefore, the Lessee agrees to participate in the City of Palm
Desert's recycling programs, (Office recycling, household hazardous waste, etc.).
The City shall provide recycling containers and education of staff / employees.
7. Conference Rooms:
A. The Henderson Building contains a total of four (4) Conference Rooms
available for use by Chamber members, business and community
organizations. The rental fee for use of the Conference Rooms will be
established jointly by the City of Palm Desert and the Chamber of
Commerce.
The Chamber is responsible for renting of all conference rooms, preparing
and keeping the schedules of all users and staffing the building during
meetings.
The Chamber is responsible to collect all rental fees as established, per the
Usage Agreement, and deliver funds to the City. The Chamber may charge
an additional rental fee to cover staffing costs during evening and weekend
meetings.
B. Lessee agrees to clean conference room area and arrange chairs in a neat
fashion at the end of each of meeting,
C. Noise during the meetings and breaks will be kept at a minimum so as not to
interfere or bother other meetings within the building.
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D. Restrooms may remain unlocked during meetings conducted in the
conference rooms. It is the responsibility of the Lessee to lock restrooms
doors at the completion of the meeting.
S. Office Lock Replacement:
"Lessee shall not change any exterior locks to their space without Lessor's
permission and will provide Lessor with a key to any exterior lock that is changed.
Lessee shall bear the expense of changing any exterior lock. Lessee shall be
responsible for security and locks pertaining to the interior of the premises at its
own expense and shall not be required to provide any interior key(s) to Lessor."
9. Real Property Taxes:
The City of Palm Desert is a Property Tax Exempt Entity. Any real estate taxes or
Assessments, assessed against the property is the responsibility of the tenant for
payment.
10. Business Related Expenses
It will be the Lessee's responsibility and expense to obtain any and all required
licenses, permits, etc., relating to the operation of their business.
11. Option to Extend Lease
Lessee has the Option to Extend this lease for an one (1) additional five (5) year
term at the end of this initial five (5) year lease term, by notifying the City of Palm
Desert in writing a minimum of sixty (60) days prior to the termination of the
initial lease period.
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