HomeMy WebLinkAboutTransportes Inter CaliforniasPlease complete this form when the attached agreement and all
amendments (if any) are no longer in effect. CITY OF
Return form to the Clerk of the Council Office (M -30). V
The agreement with
c 2- j
COTC Office Use Only
No. A— W q� l b"I was completed on and final payment has been niade.
(List all amendments. Use space below if needed.)
Department: C4DA-
Phone /Ext.: 53
Signature: f wtty� aW11A
Date:
Revised 04 -12 -10 .. ,.
City of Santa A7,-
Clerk of the Coufs%;n
AGREEMENT TERMINATION FORM
Please complete this form when the attached agreement and all
amendments (if any) are no longer in effect. CITY OF
Return form to the Clerk of the Council Office (M -30). V
The agreement with
c 2- j
COTC Office Use Only
No. A— W q� l b"I was completed on and final payment has been niade.
(List all amendments. Use space below if needed.)
Department: C4DA-
Phone /Ext.: 53
Signature: f wtty� aW11A
Date:
Revised 04 -12 -10 .. ,.
TFNANf: TRANSPORTES INTERCALIFORNIAS
WER: City of Santa Ana
Im
L.!ry
TABLE OF CONn= OF LEASE
i
BASIC LEAVE PROVISIONS
ii
ARTICLE1. Premises .... ...............................
..... ............................... 1
ARTICLE 2. Term...
ARTICLE 3. letion and •.••.• .••••• i
� Acceptance of Premises .............................. ......
ARTICLE4. Rent ............................. ••.•
.......... ............................... 2
ARTICLE 5. Force Majeure .........................................
2
ARTICLE 6. Security Deposit ................................. .....................
ARTICLE 7. Use Restrictions .......... 2 ........................ ...........
..
ARTICLE 8. Service and Utilities .......... 3 ..............
............. ...................
ARTICLE 9. Compliance with Laws and Restrictions ............ ............. ............ 3
.................. 4
ARTICLE 10. Alterations, Furniture and Trade Fixtures ...................
ARTICLE 11. Condition of Premises 5
During lease Term and Upon Surrender of Premises......... 5
ARTICLE 12. Liens .......................
ARTICLE 13. Assent and Subletting.......... 6
ARTICLE14. Indemnification and Non- wner..••... .••.•..•.••.•..•.••.••.••.•.••. 7
Liability of Owner ...................................... 8
ARTICLE 15. Taxes ............................................ ............................... 9
ARTICLE 16. Holding Over ................
ARTICLE17. Rules and Regulations ............................................................
ARTICLE 18. Re -Ent 10
Re-Entry by Owner ....................... ............................... 10
ARTICLE 19. Insolvency r ...•..•
Y Banta' uptcy :........................ ............................... 10
ARTICLE20. Default; Remedies ................................ ............................... 11
ARTICLE21. Casualty Damage ........................ ...............................
ARTICLE 22. Eminent Domain
ARTICLE 23. Transfer of Owner's Interest.............
....... ............................... 15
ARTICLE 24. Owner's ].tight to Perform Tenant Obligations ...... ............................... 15
ARTICLE 25. Legal Expenses ................
............. ............................... 15
ARTICLE 26. Late Payments: Interest and late Charges ......... ............................... 15
ARTICLE27. Broker ....... ...............................
.. ............................... 16
ARTICLE 28. Waiver. ....................... ' '
............ ............................... 16
ARTICLE 29. Rights of Owner .................................
ARTICLE 30. Substituted P remises ............................ ......... 17
. ......................
ARTICLE 31. Waivers of Subrogation .......................... ......... 17
....... . ........................ 17
ARTICLE 32. Estoppel Certificate ............................. ............................... 18
ARTICLE33. Notices .......................................... ............................... 18
ARTICLE34. Abandonment ......................... ....... ............................... 18
ARTICLE 35. Addenda, Fx bits and Riders ..................... ............................... 19
ARTICLE 36. Invalidity .........................
.... ............................... 19
ARTICLE 37. Interpretation and Gov .••.••••.
nP erring Law............ 19
ARTICLE 38. Defined Terms and Captions ....................... ............................... 19
ARTICLE39. Entire Agreement; Amendments ..................... ...............................
ARTICLE 41. Ixecution and 19
ARTICLE 40. Time of the Essence .............
........... ...............................
20
Examination of Lease ... ............................... 20
ARTICLE42. Covenant of Quiet Enjoyment J ➢ meet ...................... ............................... 20
ARTICLE43. Successors and Assigns ........................... ............................... 21
ARTICLE 44. Subordination ... ...............................
ARTICLE45. Insurance . •••••.•.•..••.••.•.••.••.••..•. 21
acee ........................................ ............................... 21
ARTICLE 46. Qnmlative Rights ...............................................................
ARTICLE 47. Accord and Satisfaction, Receipt of Money .. . 22
ARTICLE 48. Recor ' ...... ............................... 23
dung
ARTICLE49. Authority .... ........................................ ............................... 23
.................................... ...............................
ARTICLE 50. Parking ........................... 23
............... ............................... 24
SIGUU1JRFS........................................ ...............................
RIDERS••.••...... 25
EXHIBITS
�_ MAR 1988
In consideration of the rents and covenants hereinafter set forth, Owner hereby leases and demises
to Tenant, and Tenant hereby leases and takes from Owner, the premises hereinafter described on the
terms and conditions set forth in this Lease Agreement, hereinafter called the %ease ".
BASIC TFA4F PRWISIONS
The words and figures set forth in'Paragrapbs A to R, both inclusive, are part of this Lease and
relate to the numbered articles which follow:
A. Date of lease: As of December 1 19_qL_.
B. Owner: City of Santa Ana, municipal corporation of the State of California.
C. Tenant: Transportes Intercalifornias
dba (if any): --
D. Property: 1000 E. Santa Ana Boulevard, City of Santa Ana, County of Orange, State of Califor-
nia, herein called the "Property". The Property is shown on the Site Plan attached hereto as
Exhibit "D", and shall include the building, landscaping, parking facilities, and all other
improvements and appurtenances to the Property, as well as the underlying laid.
E. Premises: Suite(s) 106 as generally sham and outlined in red on the Floor Plan(s)
attached hereto as Exhibit "A ', located on the 1st floor(s). The Premises have a total
area of approximately 313 square feet.
F. Permitted Use of Premises: Bus services including ticket sales, loading and
unloading of pas sengere-- nTr&- tTaVer_a9 trcy`-
See Article 7.
G. Period of Term: 3 years
H. Estimated Commencement Date:
December 1, 1998
I. Commencement Date: December 1, 1998 Expiration Date: The last day of the month
Of November , IR2001.
J. Annual Basic Rent: $ 71
35, 2.00 ($IVD Thousand Nine Hnn' pd Seventy Six and no /100.
per month). See Rider No. 1 for adjustment to basic rent. Minimum adjustment amount shall be
NT /A
K. Broker: N/A See Article 27.
L. Security Deposit: $ 1,000.00 (Does not include rent for first full calendar month).
See Article 6.
M. Owner's Phone Number and Address for Notices and Payments:
(714)56S- 2690;, Santa Ana Regional Transportation Center, 1000 E. Santa Ana Boulevard,
Suitel0, Santa Ana, California 92701
N. Tenant's Address for Notices: 1000 East Santa Ana Blvd., Suite 106
Santa Ana, CA 92701
0. Exhibits: The following Exhibits are attached hereto and made . c?R .S. !V is
a, *..la ....e l�.ns,. 04 ;y! �2. tld .P.A.•',, *•_ ^D6 +ad15? Regulations,
Exhibit 'V' - Site Plan
P. Riders: The following Riders are attached hereto and made a part hereof:
Riders) No. 1 regarding rental adjustment.
Q. late Charge: 10 % of unpaid amounts. See Article 26.
R. Miscellaneous: An additional $140.00 per month for City to clean bus bays. _
_ Owner's Initials
Tenant's Initials
—ii-
IMMI O:.
In consideration of the rents and covenants hereinafter set forth, Owner hereby leases and demises
to Tenant, and Tenant hereby leases and takes from Owner, the premises hereinafter described on the
terms and conditions set forth in this Lease Agreement, hereinafter called the "Lease ".
BASIC LEASE PROVISIONS
The words and figures set forth in Paragraphs A to R, both inclusive, are part of this Lease and
relate to the numbered articles which follow:
A. Date of lease: As of I)ecMhar 1 , 19_qR__.
B. Owner: City of Santa Ana, municipal corporation of the State of California.
C. Tenant: Transportes Intercalifornias
ft
D. Property: 1000 E. Santa Ana Boulevard, City of Santa Ana, County of Orange, State of Califor-
nia, herein called the "Property". The Property is shown on the Site Plan attached hereto as
Exhibit "D", and shall include the building, landscaping, parking facilities, and all other
improvements and appurtenances to the Property, as well as the underlying land.
E. Premises: Suite(s) 106 as generally shown and outlined in red on the Floor Plan(s)
attached hereto as Exhibit "A ', located on the 1st floor(s). The Premises have a total
area of approximately 313 square feet.
F. Permitted Use of Premises: Bus services including ticket sales, loading and
unloading of passengers -mod
G. Period of Term:
3 years
H. Estimated Commencement Date: December 1, 1998
I. Conzaencement Date: December 1, 1998 _ Expiration Date: The last day of the month
of November , )U2001.
J. Annual Basic Rent: $ 35,712.00 ($Ttp Thousand idina 1411nd d S v n $ x and no /100.
per month). See Rider No. 1 for adjustment to basic rent. Minimum adjustment amount shall be
XT /A
K. Broker: _ . N/A See Article 27.
L. Security Deposit: $ 11000.00 (Does not include rent for first full calendar month).
See Article 6.
M. Owner's Phone Number and Address for Notices and Payments:
(714)565- 2690;_ Santa Ana_ Regional Transportation Center, 1000 E. Santa Ana Boulevard,
Suitel008 Santa Ana, California 92701
N. Tenants Address for Notices: 1000 East Santa Ana Blvd., Suite 106
an� to Ana, 2 0 _
0. Exhibits: The following Exhibits are attached hereto and made a part hereof: MHOMMODRC
Exhibit "C' - Rules and Regulations,
Exhibit "D" - Site Plan
P. Riders: The following Riders are attached hereto and made a part hereof:
Rider(s) No. 1 regarding rental adjustment.
Q. late merge: 10 % of unpaid amounts. See Article 26.
R. Miscellaneous: An additional $140.00 per month for City to clean bus bays.
Owner's Initials
Tenant's Initials
-ii-
ARTICLE I. PREMISES.
Owner hereby leases and demises to Tenant and Tenant hereby leases and takes from owner those cer-
tain premises (the "Premises ") described in Paragraph E of the Basic lease Provisions. The location
of the Premises is generally shown in the Floor Plans) attached hereto as Exhibit "A" (it being
understood, however, that such Floor Plan(s) do(es) not constitute a representation of the measure-
ments of the Premises).
"Owner" herein is the City of Santa Ana, a municipal corporation of the State of California which is
the lessee of the Property Pursuant to two lease Agreements and two Site Leases between Owner and
the Comamity Redevelopment Agency of the City of Santa Ana, all of which lease agreements are dated
as of June 1, 1983.
This Lease is subject to the terms, covenants and conditions herein set forth, and Tenant covenants
to comply with all of such terms, covenants and conditions.
ARTICLE 2. TEM. -
As used in this Lease, the words set forth in quotes below shall have the meanings indicated as fol-
lows:
A. "Estimated Commencement Date ": The date upon which it is presently estimated that the Premises
will be ready for Tenant's use pursuant to this Lease, as set forth in Paragraph H of the Basic
Lease Provisions. Tenant agrees that Owner shall have no liability, nor shall Tenant be entitled to
terminate or cancel this Lease, if the Lease term does not commence by the Estimated Commencement
Date.
B. "Comretrement Date ": If the Commencement Date is known upon the execution hereof and agreed
between the parties, such date and the Expiration Date are as shown in Paragraph I of the Basic
Lease Provisions, and upon the occurrence of the Commencement Date, the term hereof shall commence.
If such dates are not known upon the execution hereof, then the Commencement Date shall be the ear-
liest of the following three dates:
(1) the seventh day following the Beneficial occupancy Date as defined in Section 3B below; or
(2) the date upon which Tenant takes possession of the whole or any part of the Premises for
occupancy pursuant to this lease; or
(3) the date which the parties agree shall be the Commencement Date.
If the Commencement Date is determined pursuant to Paragraph (1), (2) or (3) above, the term shall
thereupon commence, and the parties shall promptly execute such form as shall be required by owner
stating the Commencement Date and the Expiration Date, which dates shall be deemed part of the Basic
Lease Provisions.
C. "lease term": The Lease term shall be for the number of years set forth in Paragraph G of the
Basic lease Provisions from and after the Commmcerent Date, plus any period of less than one month
between the Commencement Date and the first day of the next succeeding calendar month.
:;n! �r r r •�a Q •• 7 1
A. By Estimated Commencement Date. Subject to delay occasioned by causes beyond Owner's reasonable
control, Owner shall use reasonable speed and diligence to perform its obligations pursuant to
Exhibit "B" of this Lease; provided, however, failure to complete same by the Estimated Commencement
Date shall not affect the terms, validity or commencement of this Lease, and owner shall have no
liability to Tenant on account thereof.
MEN M.-
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B. Beneficial Occupancy Date. The Premises shall be deemed ready for beneficial occupancy )herein
"Bereficial occupancy Date ") when owner shall have substantially completed all of its obligations
(if any) under Exhibit "B".
Owner's sole construction obligation (if any) regarding leasehold improvements for Tenant shall be
as set forth in Exhibit "B ". If Exhibit "B" states that it has been intentionally omitted from this
Lease or if there is no Exhibit "B" attached to this Lease, Owner shall have no construction obliga-
tions whatsoever regarding leasehold improvements for Tenant. By taking possession of the Premises,
Tenant acknowledges having inspected same and accepts the Premises as being in good and sanitary
order, condition and repair, and accepts the improvements (if any) as having been completed in
accordance with the provisions of Exhibit "B" hereof.
ARTICLE 4. MT.
Tenant shall pay to Owner annual basic rent for the Premises in the amount set forth in Paragraph J
of the Basic Lease Provisions, subject to adjustment as provided in Rider(s) attached hereto. Said
annual basic rent shall be paid in advance on or before the first day of each and every calendar
month during the term hereof in the amount per month set forth in Paragraph J of the Basic Lase
Provisions. If the Co®encemeiit Late is other than the first day of a calendar month, the rent pay-
able hereunder shall be prorated and the rent for the partial month following the Commencement Date
shall be payable on the first day of the first full calendar month of the term, together with the
regular monthly payment then due. All subsequent monthly rental payments ahll'be paid in advance on
the first day of each calendar month. All payments requiring proration shall be prorated on the
basis of a 30 day month.
Any amounts payable by Tenant in addition to the above described basic rent shall be deemed addi
tional rent payable by Tenant, and in the event of nonpayment thereof, Owner shall have the same
rights with respect to such nonpayment as it has with respect to any nonpayment of basic rent.
Said rent shall be paid to Owner without reduction or set off, in lawful money of the United States,
to Owner or its agent at the address set forth in Paragraph M of the; Basic Lase Provisions, or to
such otter person or at such other place as Owner may from time to time designate in writing.
ARTICLE 5. FURCE KkT=.
If either party, except as otherwise herein specifically provided, shall be delayed or hindered in
or prevented from the performance of any act required hereunder by reason of strikes, lockouts,
labor troubles, inability to procure materials, failure of power, restrictive governmental laws or
regulations, riots, insurrection, war or other reason of a like nature not the fault of the party
delayed in performing work or doing acts required under the terms of this Lease, then performance of
such act shall be excused for the period of delay and the period of the performance of any such act
shall be extended for a period equivalent to the period of such delay. In the event of any incorr-
sistency between this Article and Exhibit "B" of this Lease, the provisions of Exhibit 'T' shall
prevail. The provisions of this Article shall not operate to excuse Tenant from the prompt payment
of basic rent, additional rent or any other payments required by the terms of this Lease.
Concurrently with the execution of this Lase, Tenant shall deposit with Owner the sum stated in
Paragraph L of the Basic Lease Provisions, as partial consideration for Owner entering into this
Ian
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lease, and as security for the full and faithful performance of every provision of this Lase to be
performed by Tenant. If Tenant defaults with respect to any provision of this Lase, including but
not limited to the provisions relating to the payment of rent, Owner may (but shall not be obligated
to) use, apply or retain all or any part of this security deposit for the payment of any rent or any
other amount which Owner may spend or become obligated to spend by reason of Tenant's default. The
fact that Owner is holding or applying such deposit shall not affect Owner's remedies upon any
breach of this Lease by Tenant. If any portion of said deposit is so used or applied, said applica-
tion of funds shall not constitute liquidated damages for such default by Tenant, and Tenant shall,
within five days after written demand therefor, deposit cash with Owner in an amount sufficient to
restore the security deposit to its original amount, and Tenant's failure to do so shall be a breach
of this lease. Owner shall not be required to keep this security deposit separate from its general
finds, and Tenant shall not be entitled to interest on such deposit. If Tenant shall fully and
faithfully perform every provision of this lease to be performed by it, the security deposit or any
balance thereof shall be returned to Tenant within two weeks following the expiration or earlier
termination of the term hereof. However, upon any termination of Owner's interest in the building
of which the Premises are a part (herein "Building"), whether by sale, assignment, or otherwise,
Owner or its agent shall, within a reasonable time (not to exceed two weeks from the date on which
Owners interest in the Building is terminated), do one of the following acts, either of which shall
relieve Owner of further liability with respect to the above described security deposit:
(a) Transfer the portion of such security deposit remaining (after any deductions made
hereunder) to Owners successor in interest, and thereafter notify Tenant of such transfer,
of any claims made against the security deposit, and of the transferee's name and address.
If the notice to Tenant is made by personal delivery, Tenant shall acknowledge receipt of
such notice and sign his name on the Owner's copy of such notice;
(b) Return to Tenant the portion of such payment or deposit remaining after any deductions made
hereunder.
ARTICLE 7. USE RESTRICTIONS.
The Premises shall be occupied and used by Tenant solely for the purpose of conducting therein the
business stated in Paragraph F of the Basic Lase Provisions and for no other purpose without the
prior written consent of Owner. Tenant shall not do or permit anything to be done in or about the
Premises nor bring or keep anything therein which will in any way increase the existing rate of (or
adversely affect the coverage under) any policy of fire or other insurance upon the Building, the
Property and /or any personal property therein or thereon, not shall Tenant obstruct or interfere in
any way with the rights of other tenants or occupants of the Property of which the Building is a
part (herein "Property") or injure or annoy them, nor shall Tenant use or allow the Premises to be
used for any improper, immoral, unlawful or objectionable purpose. Tenant shall not cause, maintain
or permit any nuisance in, on or about the Premises, nor shall Tenant commit, allow or suffer to be
committed any waste in, an or about the Premises. Tenant shall conduct its business or profession
in the manner approved by the generally accepted written or unwritten code of ethics thereof.
ARTICLE 8. SERVICE AND UTILITIES.
Owner agrees to furnish to the Premises, if above the.groucd floor of the Building on generally
accepted business days from 8 a.m. to 6 p.m., and on Saturdays from 8 a.m. to 12 noon, and if on the
ground floor of the Building for such greater number of hours during which the ground floor areas
are open to the public, subject to the rules and regulations of the Property, water and electricity,
suitable for the intended use of the Premises, twat, ventilation and air - conditioning required in
Owner's judgment for the comfortable use and occupation of the Premises during such days and lours
(subject to any governmental requirements or standards relating to, among other things, energy con-
servation), janitorial services and elevator service. Owner shall also maintain the plumbing, air -
conditioning and electrical systems and elevators in the Building, as well as the common areas in
the Building and elsewhere on the Property.
Y
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Owner may impose a reasonable charge for any utilities and services, including, without limitation,
air - conditioning, electric current and water, required to be provided by Owner by reason of any sub-
stantial recurrent use of the Premises at any time other than the hours at 8 a.m. to 6 p.m., Monday
through Friday and 8 a.m. to 12 noon on Saturday, or say use beyond what Owner agrees to furnish as
described above, or special electrical, cooling and ventilating needs created in certain areas by
hybrid telephone equipment, computers and other similar equipment or uses. At Owner's option, sepa-
rate meters for such utilities and services may be installed for the Premises, and Tenant, upon
demand therefor, shall. pay Owner for the installation, maintenance and repair of such meters.
Tenant agrees to cooperate fully at all times with Owner and to abide by all regulations and
requirements which Owner may prescribe for the use of the above utilities and services. Any failure
to pay any excess costs as described above shall constitute a breach of the obligation to pay rent
under this Lease and shall entitle Owner to the rights granted in this Iease for such breach.
Owner shall not be in breach of its obligations under this Article unless Owner fails to make
repairs or perform maintenance which it is obligated to perform hereunder and such failure persists
for an unreasonable time after written notice of the need for such repairs or maintenance is given
to Owner by Tenant. Nor shall Owner be liable for injury to persons or loss of or damage to fix-
tures, equipment or other personal property, however occurring, resulting from a failure to repair
or maintain, unless caused by such failure having persisted for an unreasonable time (after written
notice of the need for such repairs or maintenance is given to Owner by Tenant) and through no fault
of Tenant. In no event shall any such failure to repair or maintain on the part of Owner be corn
strued as a constructive or actual eviction of Tenant or entitle Tenant to any abatement or reduc-
tion of rent. Owner shall not be liable for (and Tenant shall not be entitled to any abatement or
reduction of rent by reason of) Owner's failure to furnish any of the foregoing when such failure is
caused by shortages, black -outs, accidents, breakage, repairs, strikes, lockouts or other labor dis-
turbances or labor disputes of any character, or by any other cause, similar or dissimilar, beyond
the reasonable control of Owner, nor shall such failure under such circumstances be construed as a
constructive or actual eviction of Tenant.
Tenant shall rot, without the prior written consent of Owner, use any apparatus or device in the
Premises (including but not limited to electronic data processing machines, punch card machines and
machines using current in excess of 110 volts) which will in any way increase the amount of elec-
tricity or water normally furnished or supplied for use of the Premises as general office space, nor
shall Tenant connect with electric current (except through existing electrical outlets in the Pre-
mises, or water pipes, if there are any) any apparatus or device for the purpose of using electric
current or water. If Tenant shall require water or electric current in excess of that usually furn-
ished or supplied for use of the Premises as general office space, Tenant shall first procure the
written consent of owner to the use thereof, and Owner may cause a water meter or electric current
meter to be installed, so as to measure the amount of water and electric current consumed for any
such other use. The cost of any such meters and of installation, maintenance and repair thereof
shall be paid for by Tenant, and Tenant agrees to pay Owner, promptly upon demand, for all such
water and electric current consumed as sham by said meters, at the rates charged for such services
by the jurisdiction in which the Building is located or by the local public utility furnishing the
same, whichever the case may be, plus any additional expense incurred in keeping account of the
water and electric current so consumed.
Notwithstanding anything bereinabove to the contrary, Owner reserves the right from tin to time to
make reasonable and nondiscriminatory modifications to the above standards for utilities and ser-
vices.
AIMCLE 9. O24PLIANM WM LAWS AND RESTRICTIONS.
Tenant shall not use the Premises in any way-(or permit or suffer anything to be done on or about
the Premises which will conflict with any law, statute, ordinance or governmental rule or regulation
or any covenant, condition or restriction (whether or not of public record) affecting the Property,
now in force or which may hereafter be enacted or promulgated. Tenant shall, at its sole cost and
expense, promptly comply with (a) all laws, statutes, ordinances, and governmental rules and regula-
tions now in force or which may hereafter be in force, (b) all requirements, covenants, conditions
and restrictions, now in force or which may hereafter be in force, and (c) all requirements (now in
force or which may hereafter be in force) or any board or fire underwriters or other similar body
now or hereafter constituted relating to or affecting the condition, use or occupancy of the Pre--
miles, excluding structural changes to the Premises not related to or affected by Tenant's improve-
ments, acts or use of the Premises. The judgment of any court of competent jurisdiction or the
admission by Tenant in any action against Tenant, whether Owner be a party thereto or not, that
MAR 1988
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Tenant has violated any law, statute, ordinance, governmental rule or regulation or any requirement,
covenant, condition, or restriction shall be conclusive of that fact as between Owner and Tenant.
Tenant agrees to fully indemnify Owner against any liability, claims.or damages arising as a result
of a breach of the provisions of this Article by Tenant, and against all costs, expenses, fines or
other charges arising therefrom, including, without limitation, attorneys' fees and related costs
incurred by Owner in connection therewith, which indemnity shall survive the expiration or earlier
termination of this Lease.
ARITCIE 10. ATTRRMONS, FWUTURE AND TRADE FDaURES.
Tenant shall not make or allow to be made any alterations, additions or improvements to or of the
Premises or any part thereof without the prior written consent of Owner, which shall not be unrea-
sonable withheld, and any alterations, additions or improvements to or of the Premises, except mov-
able furniture, other movable personal property, and trade fixtures, shall at once belong to the
Owner. If Owner consents to the making of any alterations, additions or improvements to or of the
Premises by Tenant, the same shall be made at Tenant's sole cost and expense and (at the option of
Owner) under Owners direction. The plans, specifications and contractor(s) being used for such
alterations, additions or improvements must first be approved in writing by Owner. Nothing con-
tained in this Article shall be interpreted as requiring Tenant to make any alterations, additions
or improvements to or of the Premises, or as rendering Tenant an agent of Owner in making any such
alterations, additions or improvements. Tenant shall give Owner at least ten business days' prior
written notice of the date of commencement of any construction on the Premises.
Before commencement of any such work, Tenant shall obtain (or have its contractor obtain) public liabil-
ity insurance for personal injury and property damage (with Owner as additional insured) and
worker's compensation insurance. The liability policy coverage shall not be less than $500,000 com-
bined single limit, and the worker's compensation coverage shall not be less than the minimmm
required by the State of California. Each such policy (and certificate thereof) shall be in full
compliance with the provisions of Section 45D of this Lease.
Upon the expiration or earlier termination of the lease term, Tenant shall remove from the Premises
all movable furniture and other movable personal property, and shall promptly repair any damage
caused to the Premises or the Building by such removal. All of such rival and repair shall be
entirely at Tenant's expense. Tenant shall not remove any shelving, cabinet units (whether same are
for storage or library purposes or for any other purpose) or other similar improvements to the Pre-
mises unless requested to do so by Owner as hereinafter provided. At any time within 15 days prior
to the scheduled expiration of the Lease term, or immediately upon any termination of this Lease,
Owner may demand that Tenant remove from the Premises any alterations, additions, improvements,
trade fixtures, equipment, shelving, cabinet units or movable furniture (and other personal prop-
erty) designated by Owner to be removed. In such event, Tenant shall complete such removal (includ-
ing the repair of any damage caused thereby) entirely at its am expense and within 15 days of
Owner's demand. All repairs required of Tenant in this paragraph shall be performed in a manner
satisfactory to the Owner, and shall include, but not be limited to, the following: cap all plumb-
ing, cap all electrical wiring, repair all holes in walls, restore damaged floor and /ceiling tiles,
repair any other cosmetic damage, and clean the Premises.
If Tenant fails to remove from the Premises any of its trade fixtures, movable furniture or other
movable personal property (or any it- eme requested by Owner to be removed pursuant to the above para
graph) by the expiration or earlier termination of this Lease, then Owner may, at its sole option
(i) treat Tenant as a holdover, in which event the provisions of Article 16 of this lease shall
apply; or (ii) deem any or all such items as abandoned, in which event the provisions of Paragraph
20B(2) shall apply.
1:1 1 M 1111,111
As part of the consideration for the leasing of the Premises, Tenant covenants and agrees, at
Tenant's sole cost and expense, to keep the Premises as clean and sanitary as the condition of the
�:iL•I:i
Premises permits, and to properly use and operate all electrical, gas and plumbing fixtures and keep
them as clean and sanitary as their condition permits. Neither Tenant nor any subtenant, agent,
employee, servant or invitee of Tenant shall destroy, deface, damage, impair or remove any part of
the Building or the facilities, equipment or appurtenances of the Building or the Property, nor
shall Tenant permit any person to willfully or wantonly do any such thing. Tenant shall make all
repairs to the Premises, the Building or the Property which are required, in the opinion of Owner,
as a result of any misuse or neglect committed or permitted by Tenant or by any subtenant, agent,
employee, servant or invitee of Tenant. If Tenant does not make repairs promptly and adequately or
fails to maintain the Premises in good order and repair, then, following written notification to
Tenant, Owner may, but need not, perform such repairs and /or maintenance, and any amounts paid by
Owner (pursuant to Article 24 hereof) in connection with such repairs and/or maintenance shall be
reimbursable (plus 207 for overhead) by Tenant to owner upon demand. If Owner performs any such
repairs and /or maintenance on behalf of Tenant, Owner shall not be liable to Tenant for any loss or
damage that may accrue to Tenant's merchandise, fixtures, or other property or to Tenant's business
by reason thereof, nor shall any such activity be deemed a constructive or actual eviction or
entitle Tenant to any abatement or reduction of rent.
To the fullest extent permitted by law, Tenant bereby waives all rights under (and the benefits of)
Sections 1932, 1933(4) and 1942 of the California Civil Code (as such sections now exist or may be
amended from time to time) and any successor sections or statutes of a similar nature. Except as
specifically set forth to the contrary in this Lease, Owner has no obligation to alter, remodel,
repair, improve, maintain, decorate or paint the Premises or any part thereof, and no represent
tions or warranties respecting the conditions of the Premises, the Building or the Property (or the
suitability of any of same for the conduct of Tenant's business) have been made by Owner or by any
of Owner's agents or employees.
Unless Owner demands otherwise pursuant to Article 10 above, Tenant shall, upon the expiration or
earlier termination of the tenancy hereby created, surrender to Owner the Premises in the same cmr-
dition as the Premises were in upon delivery of possession thereto under this lease, broom clean,
reasonable wear and tear excepted, surrender all keys for the Premises to Darer at the place then
fixed for the payment of rent, and inform Owner of all combinations of locks, safes and vaults, if
any, on the Premises. Tenant shall perform all obligations referred to in Article 10 regarding the
removal of personal property, trade fixtures, etc. (and the repair of any damage caused by such
removal) prior to surrendering the Premises to Owner. If the Premises are not surrendered upon the
expiration or earlier termination of the Lease term, either due to the failure by Tenant to timely
perform its aforementioned removal and repair obligations under Article 10 or for any other reason,
Tenant shall fully indemnify Owner against all loss or liability resulting from delay by Tenant in
so surrendering the Premises, including, without limitation, any claims made by any succeeding
tenant founded on such delay. Promptly following, the expiration or earlier termination of the term
of this lease, if requested by 04ner, Tenant shall execute, acknowledge and deliver to Owner a
recordable written instrument releasing and quitclaiming to Owner all right, title and interest of
Tenant in the Premises by reason of this Tease or otherwise.
ARTICLE 12. LIENS.
Tenant shall keep the property free from any mechanics' or materialmen's liens and any other liens
or a similar nature placed upon the Property by reason of or in connection with any repairs, addi-
tions, alterations or improvements contracted for or initiated by Tenant, and shall be solely
responsible for making payments for such work and discharging liens for such work. Tenant agrees to
fully indemnify Owner with respect to all liability for all such liens, claims and demands, together
with reasonable attorneys' fees and all costs and expenses in connection therewith. Owner shall
have the right at all times to post notices of noaresponsibility on the Premises and record verified
copies thereof in connection with all work of any kind done on the Premises. Tenant shall, at the
request of Owner, provide Owner with signed and notarized lien releases and paid receipts from any
general contractor, subcontractor, materialman or other person furnishing labor and/or materials in
connection with such work, as well as any other evidence required by W ner to demonstrate that there
shall be no liens affecting owner or the Property by reason of such work. Any amount paid'by Owner
(pursuant to Article 24 hereof) to discharge or bond around any such liens shall be payable by
Tenant to Owner upon demand.
MAR 1988
AIMCiE 13. ASSI(3*>E2lP AND SUBIEI.TING.
A. Tenant may not transfer or assign this Lase or any right or interest hereunder, or sublet the
Premises or any part thereof without first obtaining Owners prior written consent, which shall not
be unreasonably withheld, provided that Owner shall not be liable in damages (to Tenant or to the
proposed assignee or subtenant) if such consent is adjudicated to have been unreasonably withheld;
moreover, in such event, Tenant's sole remedy shall be to have the proposed assignment, subletting
or other transfer declared as valid as if Owners consent had been given, although Tenant shall be
entitled to reasonable attorney's fees if it is the prevailing party in such litigation. It shall
not be unreasonable for Owner to withhold such consent because it wishes to exercise its rights to
recapture all or part of the Premises under Section 13C hereof, or for Owner to condition such cort-
sent upon Owner's determination that (1) Tenant is not in default in the performance of say of its
obligations (monetary or non - monetary) under this lease; (2) the proposed assignee or subtenant is
as financially responsible as Tenant; and (3) evidence has been furnished to owner which shows (to
Owner's satisfaction) that the proposed assignee or subtenant is likely to conduct on the Premises a
business of a quality substantially equal to that conducted by Tenant. No transfer or assigo[Dent
(whether voluntary or involuntary, by operation of law, under legal process or proceedings, by
receivership, in bankruptcy, or otherwise) or subletting shall be valid or effective without such
prior written consent. Should Tenant attempt to make or allow to be made any such transfer, assign-
ment or subletting, except as aforesaid, or should any of Tenant's rights under this lease be sold
or otherwise transferred by or under court order or legal process or otherwise, then and in any of
the foregoing events, Owner may, at its option, treat such act as a default by Tenant under the pro-
visions of this Lease. Should Owner consent to any such transfer, assignment or subletting, such
consent shall not constitute a waiver of any of the restrictions of this Article, and the same shall
apply to each successive transfer, assignment or subletting hereunder, if any.
B. If Tenant hereunder is a corporation, a division or subsidiary of a parent corporation, an unin-
corporated association, or a partnership, then the transfer, assignment or hypothecation of any
stock or interest in such corporation, parent corporation, association or partnership in the aggre-
gate in excess of 25% shall be deemed an assignment within the meaning and provisions of this
Article. Notwithstanding the foregoing, this Section 13B does not apply to: (i) a transfer or
assignment of any such stock or interest by a shareholder or member to his spouse, children or
grandchildren, or (ii) any corporation which, under the then current guidelines published by the
California Commissioner of Corporations, is deemed a public corporation.
C. If Owner consents to an assignment, sublease or other transfer by Tenant of all or a portion of
Tenant's interest under this lease, Tenant shall pay, or cause to be paid, a transfer fee of $100.00
to cover administrative, accounting and other related expenses.
D. If Owner consents to Tenant assigning its interest under this ]rase or subletting all or any
portion of the Premises, Tennant shall pay to Owner (in addition to rent and all other amounts pay-
able by Tenant under this Lease) one-half of the rents and other considerations payable by such
assignee or subtenant in excess of the rent payable by Tenant at the time of such subletting or
assignment. For the purposes of this computation, the additional amount payable by Tenant shall be
determined by application of the rental rate per square foot for the Premises or portion thereof
sublet. Such additional amounts shall be paid to Owner immediately upon receipt by Tenant of such
rent or other considerations from the assignee or subtenant.
E. Owner may collect rent from the Assignee, subtenant, occupant, or other transferee, and apply
the amount so collected, first to the basic rent herein reserved, then to any additional rent due
and payable and refuel the balance (if any) to the Tenant, but no such assignment, subletting, occi-
pancy, transfer or collection shall be deemed a waiver of Owners rights under this Article or the
acceptance of the proposed assignee, subtenant, occupant or transferee, or a release of Tenant from
the further performance of the covenants obligating Tenant under this Lease. Notwithstanding any
assignment, sublease or other transfer, Tenant shall remain fully liable under this Lease and shall
not be released from performing any of the terms, covenants and conditions of this Lease.
F. If Tennant desires at any time to assign this Lease or sublet the Premises or any portion the-
reof, it shall first notify Owner of its desire to do so and shall submit in writing to Owner (1)
the name of the proposed subtenant or assignee; (2) the nature of the proposed subtenant's or
assignee's business to be carried on in the Premises; (3) the terms and provisions of the proposed
sublease or assignment; and (4) such financial information as Owner may reasonable request concern-
ing the proposed subtenant or assignee. Tenant's failure to comply with the provisions of this Sec-
tion shall be a breach of this Lease.
G. If Tenant proposed to assign its interest in this Lase, Owner may, at its option, upon written
notice to Tenant within 30 days after Owners receipt of the information specified in Section 13F
hereof, elect to recapture the Premises, and within 60 days after notice of such election has been
MAR 1988
-7-
• 7 � •�.• 1 M71 Y71'
FDLES AND REGULATIONS
1. Tenant will refer all contractors, contractors' representatives and installation technicians
rendering any service for Tenant to Owner for Owners supervision and or approval before performance
of any such contractual services. This shall apply to all work performed in the gilding, including
but not limited to, installation of telephone and telegraph equipment, electrical devices and
attachments, and installations of any and every nature affecting floors, walls, woodwork, trim, win-
dows, ceilings, equipment or any other physical portion of the Building. None of such work will be
done by Tenant without Owner's prior written approval.
2. The work of janitorial or cleaning personnel shall not be hindered by Tenant after 5:30 p.m. and
such work may be done at any time when the Premises are vacant. The windows, doors, and fixtures in
the Premises may be cleaned at any time. Tenant shall provide whatever waste and rubbish recep-
tacles, cabinets and bookcases, etc, are necessary in order to prevent unreasonable hardship to
Owner in discharging its obligation regarding cleaning service.
3. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by
Tenant of any merchandise or materials which require the use of an elevator or stairways or movement
through the gilding entrances or lobby shall be restricted to the hours designated by Owner from
time to time. All such movement shall be as directed by Owner in a manner to be agreed upon between
Tenant and Owner by prearrangement before performance. Such prearrangement, to be initiated by
Tenant, shall include determination by Owner (and shall be subject to Owners decision and control)
of the time, method, routing of movement, and limitations imposed by safety or other concerns which
may prohibit any article, equipment or any other item from being brought into the Building. Tenant
expressly assumes all risk of damage to any and all articles so moved, as well as all risk of injury
to any person(s) or the public engaged or not engaged in such movement, including equipment, prop-
erty and personnel of Owner if damaged or injured as a result of any acts in connection with carry-
ing out this service of Tenant, from time of entering the Property until completion of the work, and
Owner shall not be liable for any act or omission of any person engaged in (or for damage to or loss
of any property or injury to any person resulting directly or indirectly from any act or omission in
connection with) such service performed by or for Tenant. Tenant hereby agrees to defend and inde>r-
nify Owner with respect to any such damage, injury or loss, including all reasonable attorneys' fees
and related costs.
4. No signs) of Tenant will be allowed in any form on the exterior of the Building or on any win-
dows) inside or outside the Building, and no sign(s), except in uniform location and uniform style
fixed by Owner, will be permitted in the public corridors or on corridor doors or entrances to the
Premises. All signs will be contracted for by Owner for Tenant at the rate fixed by Owner from time
to time and Tenant will be billed and pay for such service accordingly. Written consent from Owner
is an absolute prerequisite for say such sign(s) which Tenant may be permitted to use.
5. Tenant shall not place, install or operate on the Premises or in any part of the Building„ any
engine, stove or machinery, or conduct mechanical operations or cook thereon or therein, except that
the preparation of coffee, tea, hot chocolate and similar items for tenants and their employees
shall be permitted; nor shall Tenant place or use in or about the Premises any explosives, gasoline,
kerosene, oil, acid, caustics, or any other inflammable, explosive or hazardous material or firearms
without the prior written consent of Owner.
6. Owner will not be responsible for any lost or stolen personal property, equipment, money or jew-
elry from the Premises or from public rooms regardless of whether such loss occurs when the area is
locked against entry.
7. No birds or animals shall be brought onto the Property. Any bicycles or vehicles brought onto
the Property shall be parked only in areas designated by Owner for such purpose, and shall under no
circumstances be brought into the Building.
8. Owner may permit entrance to the Premises (by use of passkeys controlled by Owner) by employees,
contractors or service personnel supervised or employed by Owner, or by anyone authorized to enter
the Premises pursuant to Article 18 of this Lease. No additional locks shall be placed upon any
doors of the Premises and Tenant shall not permit any duplicate keys to be made; all necessary keys
will be furnished by Owner, it being understood that a deposit of $5.00 is to be made to Owner by
Tenant for each key famished under this lease. Upon termination of this Lease, Tenant shall sur-
render and deliver to Owner all keys to the Premises which are in Tenant's possession or in the pos-
session of Tenant's agents, employees or others permitted by Tenant to occupy the Premises, as well
as the receipts for the amounts of deposits Tenant has made for such keys, and Owner shall thereupon
return to Tenant $5.00 for each such key and receipt so returned.
MAR 1988
IDMBTT 11V
PAGE 1 of 3
9. lb sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors or halls
to any structures on the Property shall be obstructed or used for any purpose other than ingress and
egress, nor shall any rubbish, litter, trash or material of any nature be placed, emptied or thrown
into these areas. The halls, passages, entrances, elevators, stairways, balconies and roof of each
such structure are not for the use of the general public, and Owner shall in all rases retain the
right to control or prevent access thereto by all persons whose presence (in the judgment of Owner)
shall be prejudicial to the safety, character, reputation or interests of the Property and its
tenants, provided that nothing herein contained shall be construed to prevent such access by persons
with whom tenants of the Property normally deal in the ordinary course of their business, unless
such persons are engaged in illegal activities. No tenant (or subtenant, invitee, agent or employee
of any tenant) shall go upon the roof of any structure on the Property without the prior written
consent of Owner.
10. Owner shall have the right to determine and prescribe the weight and proper position of any
unusually heavy equipment (including safes, large files, etc.) that is to be placed in the Building,
and only that which in the opinion of Owner might not with reasonable probability do damage to the
floors, structure and /or elevator, may be moved into the Building. Any damage occasioned in connec-
tion with the moving or installing of such aforementioned articles in the Building or the existence
of saw in the Building shall be repaired promptly by Tenant at its own expense.
11. The Premises shall not be used for lodging, sleeping, or cooking or for any immoral or illegal
purpose, or for any purpose that will damage the Property or the reputation thereof, or for any pur-
pose other than that specified in this lease.
12. Except for Owners Building Standard blinds, no draperies, shutters, or window covering shall
be installed on exterior windows or on windows or doors facing public corridors. All electrical
ceiling fixtures lung in offices or spaces along the perimeter of the Building must be fluorescent
and of a quality, type, design and bulb color approved by Owner.
13. Employees of owner shall not receive or carry messages for or to any tenant or other occupant
on the Property, nor shall they contract to render free or paid services to any tenant or any
tenant's agents, employees or invitees; if any of owner's employees perform any such services, such
employee(s) shall be deemed the agent of the tenant for whom the services are being performed,
regardless of whether or low payment is arranged for services, and Owner is expressly relieved from
any and all liability for any injury to persons or damage to property (and any other damages) in
connection with any such services.
14. Tenant and its employees, agents and invitees shall observe and comply with the driving and
parking signs and markers on the Property.
15. No nails, hooks or screws shall be driven or inserted into any part of the Premises or any
otter part of the Property, except by O'ne {s maintenance personnel.
16. Directories will be placed by Owner, at its own expense, in conspicuous places in the Building.
No other directories shall be permitted unless previously consented to by Owner in writing. The
total number of identification strips for each tenant shall be reasonably determined by Owner.
17. Plumbing fixtures and appliances shall be used only for purposes for which constructed, and no
sweepings, rubbish, rags or other unsuitable material shall be thrown or placed therein. Tlmuage
resulting to any such fixtures or appliances from misuse by Tenant (or by any subtenant, employee,
agent or invitee of Tenant) shall be promptly repaired by Tenant, entirely at Tenant's own expense.
18. No tenant shall make (or permit to be made) any loud or otherwise disturbing noises, sounds or
vibrations, or disturb or interfere with other occupants of the Property or of buildings on neigh-
boring property, or those having business with them, whether by the use of any musical instrument,
radio, phonograph, unusual wise, or in any other way.
19. No tenant shall purchase (or otherwise obtain for use in the Premises) any water, ice, towel,
vending machine, janitorial, maintenance or other similar services, or accept barbering or shoe
shining services, except from persons authorized in writing by owner, and at hours and under regula-
tions fixed by Owner.
lu-
11:Y
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20. Owner reserves the right to exclude from above the ground floor of the Property between the
hours of 11:00 p.m. and 6:00 a.m. (ate at all hours on Sandays and legal holidays) and from the
ground floor of the Property during such hours during which the ground floor areas are not open to
the public, all persons who do not present a pass to the Property signed by Owner. Owner shall fur-
nish passes to persons for wham any tenant requests the same in writing. Each tenant shall be
responsible for all persons for whom he requests passes and shall be liable to Owner for all acts of
such persons. Owner sball in no case be liable for any error with regard to the admission to or
exclusion from the Property, of any person.
21. All doors opening into public corridors in any structure on the Property shall be kept closed,
except when in use for ingress and egress.
22. Owner reserves the right to make such other and further rules and regulations as in its judg-
ment may from time to time be needful for the safety, care and cleanliness of the Property, and for
the preservation of good order thereon.
O mO s DUT AT S
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MAR 1988
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given to Tenant, this Lease shall terminate. If Tenant proposes to sublet all or part of the Pre-
mises, Owner may, at its option, upon written notice to Tenant within 30 days after Owner's receipt
of the information specified in Section 13F hereof, elect to recapture such portion of the Premises
as Tenant proposed to sublet, and within 60 days after notice of such election has been given to
Tenant, this Lease shall terminate as to the portion of the.Premises recaptured; if only a portion
of the Premises is recaptured, the rent payable under this lease shall be proportionately reduced.
If all or a portion of the Premises is recaptured by Owner pursuant to this Section, Tenant hereby
agrees to promptly execute a termination agreement for the purpose of setting forth the termination
date with respect to the Premises (or the recaptured portion thereof) and prorating the rent and
other charges to such date.
Notwithstanding the foregoing, if Owner exercises its right to recapture under this Section, Owner
shall not lease any part of the recaptured space to the proposed (by Tenant) assignee or subtenant
for any period within the remainder of the term of this Lease.
H. If Owner does not elect to recapture pursuant to Section 13G, Tenant may thereafter enter into a
valid assignment or sublease with respect to the Premises, provided that Owner consents thereto pur-
suant to this Article, and provided further that (1) such assignment or sublease is executed within
90 days after Owner has given its consent to same, (2) Tenant pays (or causes to be paid) all
amounts owed to Owner under Sections 13C and 13D of this Lease, (3) Tenant is not in default under
this Lease as of the effective date of the assignment or sublease, (4) there have been no material
changes (since the date on which Owners consent was given) with respect to the financial condition
of the proposed subtenant or assignee or the business which said party plans to conduct on the Pre -
mises,'and (5) a fully executed original of such assignment or sublease (either of which shall
state that the assignee or subtenant agrees to be bound by all of the terms, covenants, and condi-
tions of this lease) is delivered promptly to Owner.
1. Tenant agrees to fully defend and indemnify Owner with respect to all costs (including attor-
neys' fees expended by Owner in connection with any such claim) and liability for compensation
claimed by any broker or agent employed by Tenant in connection with say assignment, subletting or
other transfer of Tenant's interest under this lease.
J. The voluntary or other surrender of this lease by Tenant or a mutual termination hereof shall
not work a merger, and shall, at Owners option, either terminate all or any existing subleases or
subtenancies, or shall operate as an assignment to Owner of Tenant's interest under such subleases
or subtenancies.
ARTICLE 14. INIGNIFICATION AND NW-LIABILITY OF OWT7M
Tenant shall fully indemnify Owner against all claims, damages, losses, costs, liabilities and
expenses (including attorneys' fees and related costs), however caused, arising in whole or in part
from Tenant's use of the Property or the conduct of Tenant's business, or from any activity, work,
or thing done, permitted or suffered by Tenant (or by any invitee, servant, agent, employee or
subtenant of Tenant) on the Property, and shall further indemnify Owner against all claims arising
in whole or in part from any breach or default in the performance of any obligations on Tenant's
part to be performed under the terms of this Lease or arising in whole or in part from any act,
neglect, fault or omission by Tennant (or by any invitee, servant, agent, employee or subtenant of
Tenant) anywhere an the Property; and if any action or proceeding is brought against Owner by reason
of any such claim, Tenant (upon notice from Owner) shall fully defend the same at Tenant's expense
by counsel reasonably satisfactory to Owner. The foregoing indemnity shall not require payment as a
condition precedent to recovery, and shall survive the expiration or earlier termination of the
Lease with respect to claims arising from acts or omissions which occurred prior to such expires
tion or earlier termination.
Tenant, as a material part of the consideration to Owner, hereby assumes all risk of damage to prop-
erty, injury and death of persons, and all claims of any other nature resulting from Tenant's use of
the Premises or the Property, and Tenant hereby waives all claims in respect thereof against Owner.
Neither Owner nor its agents or employees shall be liable for any damage to property of Tenant
entrusted to any employee or agent of Owner, nor for loss of or damage to any property of Tenant by
theft or otherwise. Owner shall not be liable for any injury or damage to persons or property
resulting from any cause, including but not limited to fire, explosion, falling plaster, steam, gas,
electricity, water or rain which may leak from any part of the Property or from the pipes,
appliances or plumbing works therein or from the roof of any structure on the Property, or from any
streets or subsurfaces on or adjacent to the Property, or from any other place, or resulting from
MAR 1988
-8-
dampness or any other causes whatsoever, unless caused by or due to the failure of Owner to repair
such condition(s) within a reasonable time (after written notice of the need for such repair is
given to owner by Tenant) and through no fault of Tenant. Neither Owner nor its employees or agents
shall be liable for any latent defect in the Property. Nor shall owner be liable for the negligence
or misconduct, including but not limited to criminal acts, by maintenance or other personnel or con-
tractors serving the Property, unless Owner is grossly negligent or guilty of willful misconduct.
All property of Tenant kept or stored on the Property shall be so kept or stored at the risk of
Tenant only, and Tenant shall hold Owner harmless from any claims arising out of damage to the same,
including subrogation claims by Tenant's insurance carriers, unless such damage shall be caused by
the willful act or gross neglect of Owner and through no fault of Tenant. Nor shall any of the
events or conditions set forth in this paragraph be deemed a constructive or actual eviction or
entitle Tenant to any abatement or reduction of rent.
Tenant shall give prompt notice to Owner with respect to any defects, fires or accidents which
Tenant observes on the Property.
ARTICLE 15. TAXES.
Tenant shall be liable for any tax (now or hereafter imposed by any governmental entity) applicable
to or measured by or on the rents payable under this Tease, including any gross income tax or excise
tax with respect to the receipt of such rent or the possession, leasing or operation, use or occu-
pancy of the Premises, but not including any net income, franchise, capital stock, estate or inheri-
tance taxes of owner. If any such tax is required to be paid to the governmental taxing entity
directly by owner, then Owner shall pay the amount due and, upon demand, shall be fully reimbursed
by Tenant for such payment. If such reimbursement is prohibited by law, then Owner shall have the
option to terminate this Tease in its entirety without having any liability to Tenant.
Tenant shall also be liable for all taxes levied against the leasehold held by Tenant or against any
personal property, leasehold improvements, additions, alterations and trade fixtures placed by or
for Tenant in, on or about the Premises or constructed by Owner for Tenant in the Premises; and if
any such taxes are levied against Owner or Owners property, or if the assessed value of the Prop-
erty is increased (whether by special assessment or otherwise) by the inclusion therein of value
placed on such leasehold, personal property, leasehold improvements, additions, alterations and
trade fixtures, and owner pays any such taxes, Tenant, upon demand, shall fully reimburse owner for
the taxes so paid by Owner or for the proportion of such taxes resulting from such increase in any
assessment, as additional rent hereunder.
Tenant recognizes and understands that this Tease may create a possessory interest subject to prop-
erty taxation. Tenant hereby agrees to pay property tae levied on such interest before said taxes
become delinquent.
ARTICLE 16. HOLDING OVER.
If, with Owner's written consent, Tenant holds possession of the Premises after the expiration of
the term of this lease, Tenant shall become a tenant from month to month upon the terms herein spe-
cified but at a monthly rent equivalent to the higher of (a) rent computed at owners then prevail-
ing monthly rental rate per square foot for the next most comparable space or (b) the then rental
(including escalation) paid by Tenant at the expiration of the term of this lease, payable in
advance on or before the first day of each month, and Tenant shall continue in possession and shall
remain subject to the terms hereof until such tenancy shall be terminated by Owner, or until 30 days
after Tenant shall have given to Owner a written notice of its intention to terminate such tenancy.
If Tenant holds over after the expiration or earlier termination of the term hereof without the
express written consent of Owner, Tenant shall become a tenant at sufferance only at 150 percent of
the then prevailing market rate (as reasonably determined by Mier) for the Premises in effect upon
the date of such expiration or earlier termination, to be prorated and paid on a daily basis, and
otherwise upon the terms, covenants and conditions specified in this Tease, so far as applicable.
i?
Acceptancy by Owner of rent after such expiration or earlier termination shall not constitute a con-
sent to a holdover hereunder or result in a renewal or extension of this Lease. The foregoing pro-
visions of this paragraph are in addition to and do not affect Owners right of re -entry or any
other rights of Owner under this lease or as otherwise provided by law.
ARTICLE 17. RILES AND REGULATIONS-
Tenant shall faithfully observe and comply with the rules and regulations printed on Exhibit "C° to
this lease as well as all modifications thereof and additions thereto from time to time put into
effect by Owner, upon reasonable notice to Tenant. Owner shall not be responsible to Tenant for the
violation or nonperformance by any other tenant or occupant bn the Property with respect to any such
rules and regulations.
• y a r • ia•
Owner and its agents shall at any and all times have the right to enter the Premises to inspect the
same, to determine whether Tenant is complying with its obligations hereunder, to supply janitorial
service and any other service to be provided by Owner to Tenant hereunder, to post notices of nonre-
sponsibility, to exhibit the Premises to prospective purchasers, lenders of grand lessees of the
Property, or to prospective lessees of space in the Building, and to alter, improve or repair the
Premises and any portion of the Property, without abatement of rent, and may (in connection with any
such work) erect scaffolding and other necessary structures where reasonably required by the charac-
ter of the work to be performed. Tenant hereby waives any claim for damages for any injury to,
inconvenience to, or interference with Tenant's business, any loss of occupancy or quiet enjoyment
of the Premises, and any other loss occasioned thereby. For each of the aforesaid purposes, Owner
shall at all times have and retain a key with which to unlock all of the doors in, upon and about
the Premises, excluding Tenant's vaults and safes, and Owner shall have the right to use any and all
m=ans which Owner may deem proper to open said doors in an emergency, in order to obtain entry to
the Premises and /or otherwise, and such entry shall not under any circumstances be construed as a
forcible or unlawful entry into, or a detainer of the Premises, or an actual or constructive evic-
tion of Tenant from the Premises or any portion thereof, or grounds for any abatement or reduction
of rent. Nothing in this Article shall be construed as obligating Owner to perform any repairs,
alterations or maintenance except as otherwise expressly required elsewhere in this Lease to be per-
formed by Owner.
Tenant agrees that if all or substantially all of the Tenant's assets are placed in the hands of a
receiver or trustee, and such receivership or trusteeship continues for a period of 30 days, or sho-
uld Tenant make an assignment for the benefit of creditors or be adjudicated a bankrupt, or should
Tenant institute any proceedings under the Bankruptcy Act or under any amendment thereof which may
hereafter be enacted, or under any other act relating to the subject of bankruptcy wherein Tenant
seeks to be adjudicated a bankrupt, or to be discharged of its debts, or to effect a plan of liquid-
ation, composition, arrangement or reorganization, or should an involuntary proceeding be filed aga-
inst Tenant under such bankruptcy laws and Tenant consents thereto or acquiesces therein by pleading
or default, then any such act shall be deemed a breach of this Lease, and neither this Lease nor any
interest in and to the Premises shall become an asset in any of such proceedings and, in any such
event in addition to any and all rights or remedies of Owner hereunder or by law provided, this
Lease shall terminate automatically as of the date on which any one or more of the above - described
occurrences takes place, and in such event it shall be lawful for Owner to re -enter the Premises and
i'►.',U cT�3.
-10-
take possession thereof and remove all persons (and all of Tenant's personal property, fixtures,
equipment, alterations, improvements and utility installations in accordance with Paragraph 20b(2)
hereof) therefrom, and Tenant, shall have no further claim to the Premises or under this Lease.
ARTICLE 20. DEFAULT, MIEDIES.
A. Default. Tine occurrence of any one or more of the following events shall constitute a default
under this lease by Tenant:
1. Non-curable defaults:
(a) The vacation or abandonment of the Premises by Tenant. `
(b) Any attempted or involuntary transfer of Tenant's interest in this Lease without Owner s
prior written consent, as set forth more specifically in Article 13.
(c) If the leasehold interest of Tenant is levied upon under execution or is attached by process
of law.
(d) If any lease (other than this lease) made by Tenant for any other space on the Property is
terminated or terminable after the co®encement of the term of this Lease due to any default
by Tenant under such other lease.
(e) If Tenant makes (or has made) or furnishes (or has furnished) any warranty, representation
or statement to Owner in connection with this Tease (or any assignment of this lease or
subletting of all or part of the Premises) or any other agreement to which Owner and Tenant
are parties, which is or was false or misleading in any material respect when made or furni-
shed.
(f) Any breach under Article 19.
2. Curable defaults:
(a) The failure by Tenant to make any payment of rent, additional rent or any other payment
required to be made by Tenant hereunder as and when due. If Tenant does not fully cure such
default within three days after Tenant has been served with a notice of such default, this
Base shall be terminable at Owners option.
(b) The failure by Tenant to observe or perform any non- monetary covenants, conditions or provi-
sions of this lease to be observed or performed by Tenant, other than the aforementioned
non- curable defaults. if Tenant does not fully cure any such non - monetary default within
ten days after Tenant has been served with a notice of such default, this lease shall be
terminable at Owner's option; provided, however, that if the nature of Tenant's default is
such that more than ten days are reasonably required for its cure, then Owner shall net be
entitled to terminate this lease on account of such default if Tenant commences such cure
within said ten day period and thereafter diligently prosecutes such cure to completion.
B. Remedies.
1. in addition to all other rights or remedies it might have, Owner shall have the right to
terminate this lease and Tenant's right to possession of the Premises in the event of any non-
curable default set forth in Section 20A hereof if a curable default is not fully cured within the
cure period designated in Paragraph 20A(2) for such default. Termination of Tenant's right to
possession of the Premises shall terminate this Lease, and vice-versa. ibwever, if Tenant has
abandoned or vacated the Premises, the mere taking of possession of same by Owner in order to per-
form acts of maintenance or preservation or to attempt to relet the Premises, or the appointment of
a received in order to protect Owners interests under this Tease, shall not be deemed a termination
of Tenant's right to possession of the Premises or a termination of this lease unless Owner has not-
ified Tenant in writing that the Lease is terminated. The notification provided in Paragraph 20A(2)
for curable defaults shall be in lieu of, and not in addition to, any notice required under Section
1161, et. . seq. , of the California Code of Civil Procedure. If Owner terminates this Tease and
Tenant's right to possession of the Premises pursuant to this Paragraph 20B(1), Owner may recover
the following from Tenant:
ff --
-11-
(a) the worth at the time of award of the unpaid rent which was due, owing and unpaid by Tenant
to Owner at the time of termination; plus
(b) the worth at the time of award of the amount by which the unpaid rent which would have come
due after termination until the time of award exceeds the= amount of rental loss that Tenant
proves could have been reasonable avoided; plus
(c) the worth at the time of the award of the amount by which the unpaid rent for the balance of
the lease tern after the time of award exceeds the amount of rental loss which Tenant proves
could be reasonably avoided; plus
(d) all other amounts necessary to compensate Owner for all of the detriment proximately caused
by Tenant's failure to perform its obligations under this lease or which in the ordinary
course of things are likely to result therefrom, including, but not limited to, any att-
orneys' fees, brokers' commissions or finders' fees (cot only in connection with the relet-
ing of the Premises, but also that portion of any leasing commission paid by Owner in con-
nection with this lease which is applicable to that portion of the lease term which is
unexpired as of the date on which this lease is terminated), any costs for alterations, add-
itions and renovations, any costs for repairs, cleanup, refurbishing, removal (finding
the repair of any damage caused by such removal) and storage (or disposal) of Tenant's per-
sonal property, equipment, fixtures, and anything else that Tenant is required (under this
lease) to remove but does not remove, and any other costs and expenses incurred by Owner in
regaining possession of and reletting (or attempting to relet) the Premises; plus
(e) at Owner's election, such other amounts in addition to or in lieu of the foregoing as may be
permitted from time to time by applicable California law.
All computations of the "worth at the time of award" of amounts recoverable by Owner under sub-
paragraphs (a) and (b) hereof shall be computed by allowing interest at the lower of 127 per annum
or the highest rate permitted by law. The "worth at the time of award" recoverable by Owner under
subparagraph (c) hereof shall be computed by discounting the amount otherwise recoverable by Owner
(less the Unreimbxssed leasehold Improvement Cost) at the discount rate of the Federal Reserve Bank
of San Francisco at the time of the award plus 1 %.
2. upon termination of this Lease, whether by lapse of time or otherwise, Tenant shall immed-
iately vacate the Premises and deliver possession thereof to Owner. If Tenant has abandoned the
Premises (or has vacated same and Owner or any of its agents, after diligent inquiry, has reason to
believe that Tenant does not intend to reoccupy the Premises), and current or past rent is unpaid,
or if Owner or any of its agents acts pursuant to a court order, then Owner or any of its agents
shall have the right, with or without terminating this Lease, to re -enter the Premises and remove
all persons therefrom and any or all of Tenant's trade fixtures, equipment, furniture and other per-
sonal property (herein collectively referred to as "property") from the Premises, without being
deemed in any manner liable for trespass, eviction or forcible entry or detainer, or conversion of
property, and without relinquishing any right given to Owner in this lease or by operation of law.
If Owner re- enters the Premises in such a situation, all property removed from the Premises by Omer
or any of its agents may be handled, removed or stored in a commercial warehouse or otherwise by
Owner at Tenant's risk and expense, and Owner shall in no event be responsible for the value, pres-
ervation or safekeeping thereof. Before retaking any such property from storage, Tenant shall pay
to Omer, upon demand, all expenses incurred in such removal and all storage charges against such
property. Any such property of Tenant not so retaken from storage by Tenant within 30 days after
such property has been removed from the Premises shall be deemed abandoned and shall be disposed of
by Owner pursuant to Section 1988 of the California Civil Code.
3. Notwithstanding Owners right to terminate this lease pursuant to Paragraph 2OB(1), Owner
may, at its option, enforce all of its rights and remedies under this lease (including the right to
recover the rent as it becomes due hereunder), provided that Owner does not terminate Tenant's right
to possession of the Premises. In such event, Owner shall be entitled to recover from Tenant all
costs of maintenance and preservation of the Premises, and all costs, including attorneys' fees and
receivers' fees, incurred in connection with the appointment of and performance by a received to
protect the Premises and Owner's interests under this lease. No re -entry or taking possession of
the Premises by Owner pursuant to this Paragraph 20B(3) shall be construed as an election to termi-
nate this Lease Warless a written notice of such intention is given to Tenant or unless it is decreed
by a court of competent jurisdiction that Owner has terminated this lease or Tenant's right to
possession of the Premises. Notwithstanding any reletting by Owner without a termination of this
Lease, Owner may at any time after such reletting elect to terminate this lease pursuant to Para-
graph 2OB(1). Upon and after entry into possession of the Premises without termination of this
Lease, Omer may, but need not, relet the Premises or any part thereof for the account of Tenant to
any person, firm, corporation or other business entity other than Tenant for such rent, for such
time and upon such terms as Omer, in Owner's sole discretion, shall determine. Omer shall not be
required to accept any substitute tenant offered by Tenant or to observe any instructions given by
Tenant regarding such reletting. In any case, Omer may make repairs, alterations and additions in
MAR 1988
-12-
or to the premises, remove (anti repair any damage caused by such removal) and store (or dispose of)
any of Tenant's personal property, equipment, fixtures, and anything else that Tenant is required
(under this lease) to remove but does not remove, and Owner may also renovate the Premises to the
extent deemed by Owner necessary or desirable in connection with any such attempt to relet. Tenant
shall upon demand, pay the cost of such repairs, alterations, additions, removal, storage and reno-
vation, together with any attorneys' fees, brokers' commission (or finders' fees) and any other
expenses incurred by Owner in regaining possession of an attempting to relet the Premises. If Omer
is able to relet the Premises for Tenant's account during any remaining portion of the term of this
Tease and if the consideration collected by Omer from any reletting is not sufficient to pay
monthly the full amount of the rent payable by Tenant under this lease, together with any attorneys'
fees, brokers' commissions (or finders' fees), any costs for repairs, alterations, additions and
renovations, and any other costs and expenses incurred by Owner in regaining possession of and
reletting the Premises, Tenant shall pay to Owner the amount of each monthly deficiency upon demand.
Any rentals received by Owner from any such reletting small be applied as follows: first, to the
payment of any indebtedness other than rent due hereunder from Tenant to Owner; second, to the pay -
ment of any cost of regaining possession of and reletting the Premises; third, to the payment of the
cost of any such alterations, repairs, additions and renovations to the Premises; fourth, to the
payment of rent due and unpaid under this Lease, and the residual, if any, shall be held by Owner
and applied as payment of future rent as the same may become due and payable hereunder.
4. If Tenant violates any of the terms or provisions of this lease or defaults in any of its
obligations hereunder, other than the payment of rent or other sums payable hereunder, such viola-
tion may be restrained or such obligation enforced by injunction.
5. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other
remedies herein provided or any other remedies provided at law or in equity.
6. No act or thing done by Owner or its agents during the term hereof shall be deemed an accep-
tance of a surrender of the Premises, and no agreement to accept a surrender of the Premises shall
be valid unless made in writing and signed by Owner. Neither the reference in this lease to any
,particular remedy nor the pursuit of any particular remedy shall preclude Owner from any other
remedy Owner might have, either at law or in equity.
7. Nothing herein, shall be deemed to affect the right of Owner under Article 14 of this lease
to indemnification for any liability, attorneys' fees and related expenses.
.urn :Y: r A:
In the event of any damage to the Premises, Tenant shall promptly notify Owner in writing. If the
Premises or any otter part of the Property are damaged by fire or other casualty, the damage shall
be repaired by and at the expense of the Owner, unless this Lease is terminated as provided in this
Article. Until such repairs are completed, the rent shall be abated in proportion to the part of
the premises which is unusable by Tenant in the conduct of its business and the length of time that
such condition persists; however, there shall be no abatement of rent by reason of the Premises (or
any portion thereof) being unusable for a period of five days or less. If the damage is due to the
fault or neglect of Tenant or any subtenant of Tenant, or any of their agents, employees, servants,
or invitees, there shall be no abatement of rent. Nor shall there be any abatement of rent on
account of damage to the Building or any other part of the Property unless it includes damage to the
Premises or prevents access to the Premises. Access to the Premises shall not be deemed prevented
if Tenant is precluded from using any portion of the parking areas on the Property on account of
damage to same.
If the damage is not covered by Owner's fire and extended coverage insurance, if the wilding is
damaged to the extent of more than one-third of (what Owner in good faith determines to be) its then
replacement cost, or if Owner has decided in good faith that the required repairs cannot be made
within 120 days after the occurrence of such damage without the payment of overtime or other pre-
miums, then Owner may, by written notice to Tenant within 30 days of the damage, terminate this
lease as of the date . of the occurrence of such damage. If (as reasonably determined by Tenant) the
Premises have been rendered inaccessible or untenantable by such damage, Tenant may, by written
notice to Owner within 30 days of the damage, elect to terminate this lease as of the date of occur-
rence of such damage. However, Tenant's election to terminate this Lease shall be ineffective if
Owner, within 30 days of its receipt of Tenant's election, notifies Tenant in writing that Owner has
decided in good faith that the Premises can be made accessible and tenantable within 120 days of
Owners receipt of Tenant's election. If neither Owner nor Tenant terminate this Lease as provided
-13-
above, Owner shall, at its own expense, make such repair and restoration, and which such repair and
restoration is being performed, the rent shall be abated as provided above. In any situation where
Owner is required to or has elected to repair damage to the Premises, Owner shall not be obligated
to repair or replace any items other than those items and improvements installed by Owner or at
Owner's expense prior to the commencement of the term of this lease. lbddng in this Article shall
be construed as a limitation of Tenant's liability for any such occurrence, should such liability
otherwise exist.
A total destruction of the Property shall automatically terminate this Lease as of the date of such
destruction.
Upon any termination of this Tease under any of the provisions of this Article,,the parties shall be
released thereby, without further obligation to the other, simultaneously with the surrender of
possession of the Premises to Owner, except for items which have theretofore accrued and are then
unpaid, and Tenant's security deposit shall be returned to Owner, subject to the provisions of
Article 6 in this Tease.
If the whole of the Premises (or so much thereof as to render the balance unusable, as reasonably
determined by Tenant) shall be taken under pacer of eminent domain, or by conveyance in lieu the
reof, this Tease shall automatically terminate as of the date on which actual physical possession is
taken by the condemnor. If Tenant wishes to terminate this lease pursuant to the preceding sentence
in the event of a partial taking, Tenant mat exercise such right within 30 days after Tenant has
become aware of the extent of the taking or such right will be deemed to have been waived. No award
for any partial or entire taking shall be apportioned, and Tenant hereby assigns to Owner any award
which may be made in such taking or condemnation together with any and all rights of Tenant now of
hereafter arising in or to the same or any part thereof; no portion of any such award shall be
allowed to or paid to Tenant for any so- called bonus or excess value of this Tease by reason of the
relationship between the rental payable under this Tease and what may at the time be fair rental for
the Premises. Although all damages in the event of any condem ation are to belong to Owner whether
such damages are awarded as compensation for diminution in value of the leasehold or to the fee of
the Premises, Tenant shall have the right to claim and recover from the condemnor, but not from
Owner, such compensation as may be separately awarded or recoverable by Tenant in Tenant's own right
on account of damage to Tenant's business by reason of the condemnation and for or on account of any
cost or loss to which Tenant might be put in removing Tenant's merchandise, personal property, trade
fixtures, leasehold improvements and equipment. In the event of a partial taking which does not
result in a termination of this Tease, the rent shall be reduced according to the part of the Pre-
mises remaining after the taking, and Owner shall, within a reasonable time, make a functional unit
out of such remaining portion of the Premises. The rent reduction for the math in which the taking
(of actual physical possession) by the condor occurs shall be prorated.
If any part of the Premises or 15 percent or more of the then replacement cost of that part of the
property which does not include the Premises shall be so taken or apportioned, Owner shall have the
right, at its option, to terminate this Tease and shall be entitled to the entire award; however, if
Owner does not terminate this Tease, there shall be no reduction in rent on account of such taking,
nor shall such taking entitle Tenant to terminate this lease.
if this Tease is terminated, in whole or in part, pursuant to any of the provisions of this Article,
all rentals and other charges payable by Tenant to Owner hereunder and attributable to the Premises
taken shall be paid up to the date upon which actual physical possession shall be taken by the con-
demnor, and (depending on whether this lease is terminated as to all or only part of the Premises)
either all or a prorated portion of Tenant's security deposit shall be retuned by Owner, subject to
the provisions of Article 6 hereof.
MAR 1988
-14-
ARTICLE 23. TRANSFER OF WMR S IIUERESS.
In the event of any transfer(s) of Owner's interest in the Property, other than a transfer for secu-
rity purposes only, the transferor shall be automatically relieved of any covenant of quiet enjoy-
ment and any other obligations and liabilities on the part of Owner accruing from and after the date
of such transfer, and Tenant agrees to attorn to the transferee. _
ARTICLE 24. QTR'S RM TO PEREM TENANT OBLIGATIONS.
All covenants and agreements to be performed by Tenant under any of the terms of this lease shall be
performed by Tenant at Tenant's sole cost and expense and without any abatement of rent. If Tenant
shall fail to pay any sum of money, other than rent, required to be paid by it hereunder or shall
fail to perform any other act on its part to be performed hereunder, and such failure shall continue
for ten days after notice thereof by Owner, Owner may (but shall not be obligated so to do), without
waiving or releasing Tenant from any of Tenant's obligations; make any such payment or perform any
such other act on behalf of Tenant. All sum so paid by Owner and all necessary incidental costs,
together with interest thereon at the rate of 12% per annum from the date of such payment by Owner
until reimbursement in full by Tenant, shall be payable to Owner as additional rent with the next
monthly installment of tent, and Tenant covenants to pay any such sums. Owner shall have (in addi-
tion to any other right or remedy of Owner) the sane rights and remedies in the event of the nonpay-
ment of suns due under this Article as in the case of default by Tenant in the payment of rent,
except that payments made by Owner hereunder shall not subject Tenant to a late charge unless reim-
bursement by Tenant is not made when due.
AFMCLE 25. LEGAL E=SES.
Tenant shall pay to Owner all amounts for costs (including reasonable attorneys' fees) incurred by
Owner in connection with any breach or default by Tenant under this lease. Such amounts shall be
payable upon demand. In addition, if any action shall be instituted by either of the parties hereto
for the enforcement or interpretation of any of its rights or remedies in or under this lease, the
prevailing party shall be entitled to recover from the losing party all costs incurred by the pre-
vailing party in said action and any appeal therefrom, including attorneys' fees to be fixed by the
court herein. Said costs and attorneys' fees shall be included as part of the judgement in any such
action. Further, should Owner be made a party to any litigation between Tenant and any third party,
then Tenant shall pay all costs and attorneys' fees incurred by or imposed upon Owner in connection
with such litigation.
rxl •� r.
A. Any amount due from Tenant to Owner which is not paid when due shall bear interest at the rate
of 12% per annum from the date such payment is due until paid. ,Hawever, amounts spent by Owner on
behalf of Tenant (e.t., pursuant to Article 24 hereof) shall bear interest at such rate from the
date of disbursement by Owner.-
B. Tenant hereby acknowledges that in addition to lost interest, the late payment by Tenant to
Owner of rent or any additional rent or other sums due hereunder will cause Owner to incur other
costs not contemplated in this lease, the exact amount of which will be extremely difficult and
impracticable to ascertain. Such other costs include, but are not limited to, processing, adminis-
trative and accounting costs. Accordingly, if any installment of rent or any additional rent or any
other sum due from Tenant shall not be received by Omer within ten days after such amount shall be
-15-
due, Tenant shall pay to Owner a late charge equal to the percentage (of such overdue amount) set
forth in Paragraph Q of the Basic lease Provisions, provided that in no event shall the amount of
each such late charge be less than $20. If any installment of rent or any additional rent or any
sun due from Tenant shall not be received within 30 days after such amount shall be due, Owner shall
incur additional processing, administrative and accounting costs. In order to compensate Owner
therefor, Tenant small pay to Owner an additional late charge, computed as set forth above. The
parties hereby agree that (i) such late charges represent a fair and reasonable estimate of the
costs Owner will incur in processing each delinquent payment by Tenant, (ii) that such late charges
shall be paid to Owner as liquidated-damages for each delinquent payment pursuant to California
civil Code Section 1671, and (iii.) that the payment of late charges and the payment of interest are
distinct and separate from one another in that the payment of interest is to compensate Owner for
the use of Owners money by Tenant, while the payment of late charges is to compensate Owner for the
additional expense incurred by Owner in handling and processing delinquent payments.
C. Neither assessment nor acceptance of interest or late charges by Owner shall constitute a waiver
of Tenant's default with respect to such overdue amount, nor prevent Owner from exercising any of
its rights and remedies under this lease. Nothing contained in this Article shall be deemed to con-
done, authorize, sanction or grant to Tenant an option for the late payment of rent, additional rent
or other sums due hereunder, and Tenant shall be deemed in default with regard to any such payments
should the same not be paid by the date on which they are due.
car : .arna0
The parties recognize as the broker who negotiated this Tease the individual or entity whose name is
stated in Paragraph K of the Basic Tense Provisions, and agree that Owner shall be solely respon-
sible for the payment of brokerage commissions to said broker and that Tenant shall have no respon-
sibility therefor unless written provision to the contrary has been made.
Tenant represents and warrants that it has not dealt with or employed any broker or agent as its
representative in the negotiation for the obtaining of this Tease other than the broker, if any,
listed in said Paragraph K, and agrees to indemnify and hold harmless Owner against all costs or
liability for compensation claimed by any broker or agent (other than the broker, if any, listed in
said Paragraph K) and all attorneys' fees expended in connection therewith.
ARTICLE 28. WATVER
The waiver by Owner of any breach of any term, covenant or condition herein contained shall not be
deemed to be a waiver of such term(s), covenant(s) or conditions- The subsequent acceptance of rent
hereunder by Owner shall not be deemed to be a waiver of any preceding breach by Tenant of any term,
covenant or condition of this lease, other than the failure of Tenant to pay the particular rental
so accepted, regardless of Owner's knowledge of such preceding breach at the time of acceptance of
such rent. No covenant, term or condition of this lease shall be deemed to have been waived by
Owner, unless such waiver is In writing by Owner. The fact that Owner performs an act which it is
not (by law or under this Tease) obligated to perform shall under no circumstances be deemed a
waiver of its right not to perform such act(s) or any similar act(s) in the future. If Tenant fails
to perform any of its affirmative obligations under this lease, such unperformed obligation(s) shall
survive the expiration or earlier termination of this lease. In addition, Owners consent to or
approval of any act by Tenant requiring Owner's consent or approval shall not be deemed to render
unnecessary the obtaining of Owners consent to or approval of any subsequent act of Tenant, whether
similar or dissimilar to the act which was consented to or approved by Owner.
Tenant hereby expressly waives any and all rights of redemption granted by or under any present or
future laws in the event of Tenant being evicted or dispossessed for any cause, or in the event of
Owner obtaining possession of the Premises, by reason of the violation by Tenant of any of the cove-
nants or conditions of this Tease, or otherwise.
MAR 1988
-16-
ARTICLB 29. RIGHTS OE, aNM `
Owner shall have the right to change the name, number or designation of the Building or the Property
without notice or liability to Tenant. In addition, Tenant shall not, without Owner's prior written
consent, use the name of the Building or the Property for any purpose other than as the address of
the business to be conducted by Tenant in the Premises, and in no event shall Tenant acquire any
rights in or to such name(s).
Owner shall have the right at any time to change the arrangement and /or location of entrances or
passa,,emys, doors and doorways, corridors, elevators, stairs, toilets, or other public parts of the
Building, and owner hereby reserves the right at any time to make alterations or additions to and to
build additional stories on the Building and to building adjoining the same. owner also reserves
the right to construct other buildings or improvements in the vicinity of the Building from time to
time, to make alterations thereof or additions thereto, and to build additional stories on any such
building(s) and to build adjoining same. Owner further reserves the exclusive right to the roof of
the Building.
No easement for light, air or view is included in the leasing of the Premises to Tenant. Accord-
ingly, any diminution or shutting off of light, air or view by any structure which may be erected on
lands in the vicinity of the Building (regardless of whether or not such structure is on the Prop-
erty) shall in no way affect this Tease or impose any liability upon Owner.
ARTICLE 30. SUBSTIT= PREMISES.
If the Premises contain an area of 2,500 square feet or less, Omer shall have the right at any time
during the term hereof, upon giving Tenant not less than 30 days' notice in writing, to provide and ,
furnish Tenant with reasonably comparable space elsewhere on the Property of approximately the same
size as the Premises, and to remove and place Tenant in such space. Should Tenant refuse to permit
Owner to move Tenant to such new space at the end of said 30-day period, Owner shall have the right
to terminate this lease, effective 60 days from the date of original modification by Owner. If
Owner moves Tenant to such new space, (i) Omer shall pay all reasonable moving expenses of Tenant
which are directly attributable to such substitution of Premises, (ii) this lease and all of its
terms, covenants and conditions shall remain in full force and effect, and shall be deemed applica-
ble to such new space, except that a revised Exhibit "A" shall become part of this lease and shall
reflect the location of the new space, (iii) the Basic lease Provisions shall be amended to include
and state all correct data as to the new space, and (iv) such new space shall thereafter be deemed
to be the "Premises'.
ARTICLE 31. WAIVERS OF SUBROGMON.
Owner and Tenant hereby waive their rights (and, to the extent permitted by law, the subrogation
rights of their respective insurer(s) against each other and any other tenant of space on the prop-
arty (as well as the officers, employees, agents, authorized representatives, and invitees of same)
with respect to any claims (including, but not limited to, claims for injury to any person(s),
and /or damage to the Premises or any part of the Property, and /or any fixtures, equipment, personal
property, furniture,.improvements and/or alterations in or to the Premises or the Property) which
are caused by or result from risks insured against under any valid and collectible insurance con-
tract or policy carried by Owner or Tenant (whichever the case may be) and in force at the time or
any such injury and /or damage. However, the above waiver shall apply only to the extent that such
claim is covered by such insurance contracts or policies. Tenant shall obtain (for Owner), from its
insurer(s) under each policy required to be obtained under Section 45A and 45B hereof (i.e., liabil-
MAR 1988
-17-
ity insurance and contents insurance), a waiver of all rights of subrogation which such insurer(s)
of Tenant might have against Owner.
A. Tenant shall, within ten days after any written request from Owner, execute, acknowledge and
deliver to Owner a statement in writing certifying (i) that this Tease is unmodified and in full
force and effect (or, if modified, stating the nature of such modification and certifying that this
lease, as so modified, is in full force and effect); (ii) the dates to which the rental and other
charges are paid in advance, if any; (iii) that there are not, to Tenant's knowledge, any uncured
defaults on the part of Owner hereunder, or specifying such defaults if any are claimed; and (iv)
that Tenant has paid to Owner the security deposit as set forth in this Lease. In addition, such
statement shall provide whatever other information and facts Owner may reasonably require. Any such
statement shall be relied upon by any prospective purchaser, ground lessee or encumbrancer of all or
any portion of the Property, as well as by any of their assignees.
B. Tenant's failure to deliver such statement within such time shall be conclusive upon Tenant (i)
that this Tease is in full force and effect, without modification except as may be represented by
Owner; (ii) that there are no uncured defaults in Owner's performance; (iii) that Tenant has paid to
Owner the security deposit set forth in this Tease; and (iv) that not more than one month's rental
has been paid in advance.
C. Tenant shall fully indemnify Owner from and against any and all claims, damages, losses, liab-
ility and expenses (including attorneys' fees and related costs) attributable to any failure by
Tenant to timely comply with the requirements of Section 32A above.
ARTICLE 33. NOTICES.
Whenever Owner or Tenant is required to or shall desire to give or serve upon the other any notice,
demand, request or other communication with respect to this Tease or the Premises, each such notice,
demand, request or other comurLication shall be in writing and shall not be effective for any pur-
pose unless the same shall be given or served as follows:
A. By personally serving such notice, demand, request or other communication on Tenant (or any
employee or agent of Tenant) and the Premises or by mailing the same to Tenant by United Stated
registered or certified mail, postage prepaid, return receipt requested, addressed to Owner at the
address set forth in Paragraph M of the Basic lease Provisions or at such other address(es) as Owner
may from time to time designate by notice given in accordance with this Article.
Every notice, demand, request or other communication mailed in accordance with the provisions hereof
shall be dew to have been given or served as of the date of receipt or the third business day
following the date of such mailing, whichever date is earlier.
AKac[E 34. AMMI.M.
Tenant shall not vacate or abandon the Premises at any time during the term of this Tease, and if :-
Tenant shall abandon, vacate or surrender the Premises, or be dispossessed by process of law or
otherwise, such shall be a breach of this lease, and any personal property belonging to Tenant and
left on the Premises shall be deemed to be abandoned and may be removed from the Premises in accor-
dance with Paragraph 2OB(2) hereof. No actor thing done by Owner or by any agent or employee of
MAR 1988
Owner during the term of this lease shall be deemed an acceptance of a surrender of the Premises,
unless such acceptance is expressed in writing and duly executed by Owner. The delivery of the key
(to the Premises) to any employee or agent of Owner shall not operate as a termination of this base
or a surrender of the Premises.
• y • 119i II • 7,1 1 . • II Y T
Those Exhibits set forth in Paragraph 0 of the Basic lease Provisions and those Riders and Addenda,
if any, set forth in the Paragraphs P and R, respectively, of the Basic lease Provisions, are made a
part hereof by this reference. Any Addenda, Exhibits and Riders to this cease shall be attached
hereto and shall be signed or initialed by Owner and Tenant.
ARTICLE 36. INVALIDITY.
The parties hereto agree and state that the terms and provisions of this lease express the intent of
their agreement as fully as possible; however, the invalidity or unenforceability of any term or
provision hereof (except for Tenants obligation to pay basic rent under Article 4 hereof) shall not
affect or impair any other term or provision hereof, and the remainder of this Lease shall be valid
and enforceable to the fullest extent permitted by law.
ARTICLE 37. IDMU'RMTION AND OJVMN= IAW-
In all cases the language in all parts of this lease shall be construed simply, according to its
fair meaning and not strictly for or against Owner or Tenant. This lease shill be governed by the
laws of the State of California.
• Y lYl i71/ YTS II •'" Y �� 4
The Ford "Tenant" shall be deemed and taken to mean each and every person or party mentioned as a
Tenant herein, be the same one or more; and if there shall be more than one Tenant, any notice
required or permitted by the terms of this lease may be given by or to any one thereof, and shall
have the same force and effect as if given by or to all thereof. If Tenant consists of more than
one person or entity, they and each thereof shall be bound Jointly and severally by the terms,
covenants and agreements of this lease.
The word "Owner" as used herein shall mean only the owner or owners at the time in question of the
fee title to (or lessees interest in a ground lease of) the Property.
The use of the neuter singular pronoun to refer to Owner or Tenant shall be deemed a proper refer-
ence even thigh Gamer or Tenant may be an individual, a partnership, an association, a corporation,
or a group of two or more individuals, partnerships, associations or corporations. The necessary
gramaatical changes required to make the provisions of this lease apply in the plural sense where
there is more than one Owner or Tenant and to either corporations, associations, partnerships, or
M.T. MRIF
0 C➢
individuals, males or females, shall in all instances be assumed as though in each case fully
expressed.
The captions, section ambers, article nunbers and table of contents appearing in this lease are
inserted only as a matter of convenience and in no way define, limit, construe or describe the scope•_.
of intent of such sections or articles of this Tease nor in any way affect this Lease.
y a r r.• ao ua is n ua
This lease and the Exhibits (and Riders and Addenda, if any) attached hereto and forming a part
hereof, set forth all the covenants, promises, agreements, conditions and understandings between
Owner and Tenant concerning the Premises, and there are no covenants, promises, agreements, condi-
tions or understandings, either oral or written, between them other than are herein set forth.
Except as otherwise provided in this Lease, no subsequent alteration, amendment, change or addition
to this lease shall be binding unless it is in writing and signed by Owner and Tenant.
ARTICLE 40. TIME OF THE ESSENCE.
Time is of the essence of this lease and each and every provision hereof.
ARTICLE 41. EXE=ON AND EXAMINATION OF LEASE.
This Tease may be executed in two or more counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same instrument. However, in the event of
any variation or discrepancy between fully executed copies of this Tease (including any Addenda,
Exhibits and Riders), Owners copy shall control. Submission by Owner of this instrument for
examination or signature by Tenant does not constitute a reservation of the Premises or an option to
lease sam2 from Owner, and this instrument is not effective as a lease or otherwise until execution
and delivery by both Owner and Tenant.
Upon payment by Tenant of the rents herein provided, and upon the observance and performance of all
the covenants, terms and conditions''on Tenant's part to be observed and perfoxmed, Tenant shall
peaceably hold the Premises for the tern hereby demised without hindrance or interruption by Owner
or any other person or persons lawfully or equitably claiming by, through or under the Owner, sub-
ject, nevertheless, to the terms and conditions of this base.
MAR 1988
-20-
. y �M /'• 11 •JCL (C�4
All rights and liabilities herein given to, or imposed upon, the respective parties hereto shall
extend to and bind the several respective heirs, executors, administrators, successors, and assigns
of the said parties; provided, however, that the obligations contained in this Lease to be performed
by Owner shall be binding on Owner and Owner's successors and assigns only during their respective
periods of ownership. No rights, however, shall inure to the benefit of any assignee or subtenant
of Tenant unless the assignment or subletting to such assignee or subtenant has been approved by
Owner in writing as provided in Article 13 hereof.
-79 M R1 n ail 11,.: 1001101
At Owner's request, Tenant shall subordinate its interest under this Lease to any and all now
effective or hereafter executed deed of trust or ground lease which may now or hereafter affect
Owner's estate in the Property, and to all renewals, modifications, replacements or extensions the-
reof. Tenant shall promptly execute any instruments which may be required to evidence such subor-
dination; provided, however, that any person or persons purchasing or otherwise acquiring the Pro-
perty or any portion thereof at any sale or other proceeding under any such deed of trust, shall
(provided that Tenant is not then in default under this Lease) elect to continue this Vase in full
force and effect in the same manner and with the same effect as if such person(s) had been named as
Owner herein, and in such event, this Lease shall continue in full force and effect, and Tenant
shall attorn to such person(s). The term "deed of trust" as used herein is defined to include
mortgages, security agreements, deeds of trust and any other instruments providing security for the
payment of debts or for the performance of other obligations.
Tenant, upon request of any party in interest, shall execute promptly such instruments or certifi-
cates to carry out the intent of this Article as shall be requested by Owner. If Tenant shall not
have executed such instruments or certificates and delivered same to Owner within 15 days after
the date of a written request by Owner for Tenant to execute same, Tenant hereby irrevocably
appoints Owner as Tenant's attorney in fact, with full power and authority to execute and deliver in
the name of Tenant any such instruments or certificates.
AMC[E 45. INSURANCE.
A. Liability Insurance. Tenant shall, during the term hereof, keep in full force and effect a pol-
icy or policies of comprehensive general liability insurance for personal injury (including wrongful -
death) and damage to property covering (i) any occurrence on the Premises not caused by Owner, (ii)
any act or omission by Tenant, by any subtenant of Tenant, or by any of their invitees, agents, ser-
vants or employees anywhere on the Property, and (iii) the business(es) operated by Tenant and by
any subtenant of Tenant on the Premises, in which the coverage shall not be less than $1,000,000
combined single limit per occurrence. The liability policy or policies shall contain an endorsement
naming Owner, and any persons, firms or corporations designated by Owner (hereinafter called
"Owner's designee(s) ", as additional insureds, as per insurance industry form #G -109 (edition July
1966) or any replacement thereof, or an additional insured lessor endorsement form similar in con-
tent thereto.
B. Insurance of Improvements and Contents. Tenant shall, during the term hereof, keep in full
force and effect a policy or policies of insurance against damage (by fire, theft, vandalism, mali-
cious mischief, all risks normally insured against by extended coverage, and, if the Building is
sprinklered, the added perils of sprinkler leakage and earthquake sprinkler leakage) to Tenant's
stock in trade, furniture, personal property, fixtures and equigsent on the Premises, with coverage
in an amount equal to the actual cash value thereof. Tenant may, with Owners prior written conr-
sent, elect to have a reasonable deductible in connection with such insurance.
C. Worker's Compensation Insurance. Tenant shall, during the term hereof, keep in full force and
MAR 1988
-21-
effect a policy or policies of Worker's Compensation insurance, with coverage not less than the min-
imum required by the State of California.
D. Each insurance policy (and certificate thereof) obtained by Tenant pursuant to this lease shall
contain a clause that the insurer will provide Owner and Owners designees) with at least 30 days
prior written notice of any material change, nonrenewal or cancellation of the policy. Each such
insurance policy shall be with an insuranoe company authorized to do business in the State of Cali-
fornia and rated not less than Best's Financial Class X and Best's Policyholder Rating B+. A cer-
tificate (on the standard A00RD form and issued by an authorized representative of the insurer)
evidencing the coverage under each such policy, as well as a certified copy of the aforementioned
additional insured lessor endorsement, shall be delivered to Owner and Owner's designee(s) prior to
mamencemert of the Tease term. Each such policy shall provide that any loss payable thereunder
shall be payable notwithstanding:
(1) any act, omission or neglect by Tenant, or by any subtenaut of Tenant, or
(2) any occupation or use of the property (or any portion thereof) by Tenant, or by any subte-
nant of Tenant, for purposes more hazardous than permitted by the teams,of such policy or
policies, or
(3) any foreclosure or other action or proceeding taken by any mortgagees) or trustee(s) pursu-
ant to any provision of any mortgage(s) or deed(s) of trust covering the Property, or
(4) any change in title or ownership of the Property.
E. Any insurance policies required hereunder shall be written as primary policies, not contributing
with or in excess of any coverage which Owner or Owners designee(s) may carry, with loss payable
clauses satisfactory to Owner and in favor of Owner, or at Owner's option, in have of Owner and
Owner's designee(s). Tennant shall procure and maintain all policies (that it is required to obtain
hereunder) entirely at its own expense and shall, at least 20 days prior to the expiration of any
such policies, furnish Owner with renewals or "binders" thereof, or Owner shall have the right (but
not the obligation, which shall be solely Tenant's to order such insurance and charge the cost the
reof to Tenant. No such payment by Owner shall constitute a waiver of any other of Owners rights
under this Tease. Tennant shall not do or permit to be done anything which shall invalidate the
insurance policies referred to herein or the coverage thereunder. If Tennant (or any subtenant of
Tenant) does or permits to be done anything which shall reimburse Owner for any additional premiums
attributable to any act or omission or operation of Tenant (or any subtenant of Tenant) causing such
increase in the cost of insurance. Any amount owed by Tenant under this paragraph shall be payable
as additional rent for the month immediately succeeding the math in which Tenant received a bill
therefor from Owner.
F. If, on account of the failure of Tennant to comply with the provisions of this Article, Owner is
deemed a co- insurer by its insurance carrier, then any Loss or damage which Owner shall sustain by
reason thereof shall be borne by Tenant and shall be immediately paid by Tenant upon receipt of a
bill therefor and evidence of such loss.
G. Owner makes no representation that the limits of liability specified to be carried by Tenant
under the terms of this Tease are adequate to protect Tenant against Tenant's indemnification obli-
gations under this Lease, and if Tenant believes that any such insurance coverage called for under
this Lease is insufficient, Tenant shall provide, at its own expense, such additional insurance as
Tenant deems adequate, because the limits of any insurance coverage required under this Article shll
not limit the liability of Tenant under this lease.
A. If the lease term is more than five years, then (not more frequently than each five years) if in
Owners opinion the amount of any insurance coverage maintained by Tenant at that time is not ade
quate, Tenant shall increase the insurance coverage as reasonably required by Owner.
ARTICLE 46. UMNATM RIG M.
All rights, options and remedies of Owner contained in this lease shall be construed and held to be
emulative, and no one of them shall be exclusive of the other, and Owner shall have the right to
pursue any one or all of such remedies or any other remedy or relief which may be provided by law or
equity, whether or not stated in this Tease. '
-22-
ARTICLE 47. ACGORb . D SATISFACTION, RECEIPT OF MONEY.
No payment by Tenant or receipt by Owner -of a lesser amount than the basic rent and additional rent
(jointly called ' °rent' in this Article) herein stipulated shall be deemed to be other than on
account of the earliest stipulated rent due and not yet paid, nor shall any endorsement or statement
on any check or any letter accompanying any check or payment as rent be deemed an accord and satis-
faction, and Owner may accept such check or payment without prejudice to O,mer's right to recover
the balance of such rent or pursue any other remedy in this Lease.
No receipt of many by Owner from Tenant after the termination of this lease, after the service of
any notice relating to the termination of this tease, after the commencement of any suit, or after
final judgment for possession of the Premises, shall reinstate, continue or extend the term of this
lease or affect any such notice, demand, suit or judgment.
:GYM •t••�1
Neither Tenant nor Owner shall record this Lease or any memorandum or short form thereof without the-
prior written consent of the other party.
ARTICLE 49. AUIIiO=.
A. If Tenant executes this Lease as a partnership, each individual executing this Lease on behalf
of said partnership represents and warrants that he or she is a general partner of said partnership,
and that this lease is binding upon said partnership in accordance with its terms.
B. If Tenant executes this lease as,a division or subsidiary of a corporation:
1) Each of the persons executing this lease on behalf of Tenant does hereby covenant and war-
rant that the parent corporation is a duly authorized and existing corporation, that Tenant or the
parent corporation has (and is qualified to do) business in California, that Tenant has full right
and authority to enter into this Tease on behalf of the parent corporation as well as on it own
behalf, and that each person signing this Lease on behalf of Tenant was authorized to do so; and
2) Tenant shall, within 30 days after request by Owner, deliver to Owner a certified copy of a
resolution of the Board of Directors of the parent corporation authorizing or ratifying the execu-
tion of this lease.
C. If Tenant executes this lease as a corporation, each of the persons executing this lease on
behalf of Tenant does hereby covenant and warrant that Tenant is a duly authorized and existing
corporation, that Tenant has (and is qualified to do) business in California, that the corporation
has full right and authority to enter into this lease, and that each person signing this Lease on
behalf of the corporation is authorized to do so.
-23-
ARTICLE 50. PAMCM.
A. General. Owner agrees to maintain or cause to be maintained an automobile parking area and to
maintain and operate, or cause to be maintained and operated, said automobile parking area during-
tile term of this lease for the benefit and use of the customers, service suppliers and (except as
otherwise provided) employees of Tenant and of other tenants and occupants of the Property. Wher-
ever the words "automobile parking area" are used in this lease, it is intended that the same shall
include, whether in a surface parking area or a parking structure, the automobile parking stalls,
driveways, entrances and exits and sidewalks, landscaped areas, pedestrian passageways in conjunr
tion therewith and other areas designed for parking. Owner shall keep said automobile parking area
in a neat, clean and orderly condition, properly lighted and landscaped, and shall repair any damage
to the facilities thereof. hiothing contained herein shall be deemed to impose liability upon Owner
for personal injury or theft, for damage to any motor vehicle or for loss to property from within
any motor vehicle, which is suffered by Tenant or any of its - customers, service suppliers or
employees in connection with their use of said parking area. Owner shall also have the right to
establish, charge, and enforce (against all users of said automobile parking area) such reasonable
rules and regulations (including the exclusion of employee parking therefrom or the establishment of
charges for employee parking) as may be deemed necessary and advisable for the proper and efficient
operation and maintenance of said automobile parking area. Such rules and regulations may include,
without limitation, the hours during which the automobile parking area shall be open for use.
Owner may, if in its opinion the sane be advisable, establish for the automobile parking area, a
system or systems of charged validation or other operation, including, but not limited to, a system
of charges against nonvalidated parking checks for users. Tenant shall comply with any such system
(and all rules and regulations established by Owner in conjunction therewith) in its use of said
automobile parking area and the use of same by Tenant's customers, employees and service suppliers;
provided, however, that such system and such rules and regulations shall apply equally and without
discrimination to all persons entitled to the use of said automobile parking area.
Owner shall at all times during the term hereof have the sole and exclusive control of the automrr-
bile parking area, and may at any time during the term hereof exclude and restrain any person from
use or occupancy thereof; excepting, however, Tenant and employees, customers, and service suppliers
of Tenant and other tenants on the Property who make use of said area in accordance with any rules
and regulations established by Owner from time to tine with respect thereto. The rights of Tenant
referred to in this Article shall at all times be subject to the rights of Owner and the other
tenants on the Property to use the same in common with Tenant; provided, however, that Owner shall
have the option to assign reserved parking spaces in such instances as shall be determined by Owner.
It shall be the duty of Tenant to keep the automobile parking area free and clear of any obstruc-
tions created or permitted by Tenant or resulting from Tenant's operations, and to permit the use of
any of said area only for normal parking and ingress and egress by said employees, customers, and
service suppliers to and from the Property.
Owner shall at all times have the right and privilege of determining the nature and extent of the
automobile parking area, whether the same shall be surfaced, underground or other structure, and of
making such changes therein and thereto from time to time which in its opinion are deemed to be
desirable and for the best interests of all persons using the automobile parking area, the direction
and flow of traffic, installation of prohibited areas, landscaped areas, and all other facilities
thereof.
B. Employee Parking. Employees of Tenant and of other tenants on the Property shall net be per-
mitted to.park their automobiles in the portions of the automobile parking area which may from time
to time be designated for customers of the tenants on the Property, and Owner shall at all times
have the right to establish rules and regulations for employee parking.
c. Customer Par king.., Owner agrees,to provide within the automobile parking area parking spaces for
customers of Tennant and of other tenants on the Property, in sufficient number as from time to time
Owner shall deem appropriate.
D. Other Parking Users. Owner may authorize persons other than those described above, including
occupants of buildings not on the Property, to utilize said automobile parking area. Further, if
said automobile parking area is used by such other persons, then such other persons shall pay for
said use in accordance with the terms established above; provided, however, that Owner may allow
such other persons to use said automobile perking area on weekends, holidays and other nonbusiness
hours without such payment.
E. Tenant shall have exctfasive use of Bus Bays 8 and 9.
-24-
IN WITNESS WHEREOF, OWNER AND TENANT have executed this Lease as of the day
and year reflected in Paragraph A of the Basic Lease Provision.
APPROVED AS TO CONTENT:
By-
avid N. Redm
Title City Manager
APPROVED AS TO FORM:
BY
Joseph W. Fletcher,
Title City Attorney
WITNESS:
Date: ®E0 21 lggF3
Name: ANjcF -Liw, MAKQiNCI
Address: JOL-i 1) C ACxE ANi-S
U)n A C F- F`J i A Q(- .�i
-25
CITY OF SANTA ANA
By
M' 1 A. ulido
Title Mayor
ATTEST"
Jan' e C. Guy
Title Clerk of the Council
By
Title Pn651C)FNT
Ti
TENANT
MAR 1988
Yml'
CPI RR AL AD.JUSDENTS
The monthly installments of rental, as provided for in Paragraph J of the Basic Lease Provisions,
shall be adjusted upward at the ccmme*ramnt of everyl3 nth month of the term (the "Adjustment Date ")
to the greater of (i) the minimn adjustment amount, if any, specified in Paragraph J of the Basic
lease Provisions, or (ii) an increase based upon a Consumer Price Index formula as follows:
The base for computing the adjustment is a revised Consumer Price
Index, all items (1967 = 100) for Urban Wage Earners and Clerical
Workers, for the Los Angeles/Long Beach/Anaheim Metropolitan area, as
published ninthly by the United States Department of Labor, Bureau of
Labor Statistics ( "Index ), which is published for the third month
prior to the date on which the term of this lease co®enres as deter-
mined by Article 2 of this Lease ( "Beginning Index "). If the Index
published for the third month prior to the Adjustment Date ( "Comparison
Index") has increased over the Beginning Index, the ninthly install-
ments of rental for the lease year imrediately succeeding the Adjust -
ment Date shall be set by multiplying the monthly rental, as set forth
in Paragraph J of the Basic Lease Provisions, by a fraction, the num-
erator of which is the Comparison Index and the denominator of which is
the Beginning Index. In no case shall the adjusted monthly installment
of rental ever be less than the installment of basic rent for the month
immediately preceding each Adjustment Date. Upon adjustment of the
monthly rental as provided in this Article, owner shall give Tenant
written notice of the new ninthly rental.
If the Index is changed so that the base is changed from 1967 = 100,
the Index shall be converted in accordance with the conversion factor
published by the United States Department of Labor, Bureau of Labor
Statistics. If the Index is discontinued or revised during the lease
term or any extension thereof, such other governmental index or coW -
tation with which it is replaced shall be used in order to obtain sub-
stantially the same result as would be obtained if the Index had not
been discontinued or revised. If there is no such replacement, then
Owner and Tenant shall mutually select another price index which is
satisfactory to both. If the parties cannot agree, then such index
shall be selected by three arbitrators in accordance with the rules of
the American Arbitration Association, and such determination shall be
final and binding upon the parties.
M'S INITIALS:
Mill w 1
REQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
NOVEMBER 16, 1998
TITLE:
LEASE AGREEMENT WITH
TRANSPORTES INTERCALIFORNIAS -
REGIONAL TRANSPORTATION CENTER
gdR-11��
CITY MANAGER
RECOMMENDED ACTION
Direct the City Attorney
Clerk of the Council to
InterCalifornias for office
Transportation Center.
DISCUSSION
CLERK OF COUNCIL USE ONLY:
FTITJ •07W
❑
As Recommended
❑
As Amended
❑
Ordinance on 1st Reading
❑
Ordinance on 2nd Reading
❑
Implementing
Resolution
❑
Set
Public Hearing For_
CONTINUED TO
FILE NUMBER iI E+' V
to prepare, and authorize the Mayor and the
execute, a lease agreement with Transportes
space and bus bays at the Santa Ana Regional
Commencing in October 1993, the City of Santa Ana entered into a five
year lease agreement with Transportes InterCalifornias for the lease of
313 square feet of office space and two bus bays at the Regional
Transportation Center. A new lease agreement has been negotiated with
the following provisions: a three year term, commencing on December 1,
1998 and expiring on November 30, 2001; and a monthly rental amount of
$3,316.00, which is $1,696.09 more than the current rent. An annual
rental increase based upon the Consumer Price Index will be included in
the proposed agreement. The proposed lease rate is consistent with the
current market rate for the Regional Transportation Center.
FISCAL IMPACT
The City will receive $39,792 during the first year's rental period.
Funds will be deposited in the Rental - Transportes InterCalifornias
account (account no. 67- 01- 5487).
Cynthia J. Nelson
Executive Director
Community Development Agency
HAC onV98co ransportes Intercalifornias
APPROVED AS TO FUNDS AND ACCOUNTS:
Rod R. Coloma -'
Executive Director
Finance & Management Services Agency G,.(
083 I
cs. a.