HomeMy WebLinkAboutLease Agreement with Convention Center
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STANDARD OFFICE LEASE-GROSS
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
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'1 t,.;."v"""' 'w '
MAR 3
1398
t. ...l8M ProwI8Ion. ("Basic LeIse Provisions"
t. t P8rt188: this Lelle, dlte!i. for reference purposes only. Dece~ber 16 .
"madebyand~lween Mer1dian Office & Conven1aon Center
(MreIncallec:l"Le880r") and City of Meridien
doing bullneas under the name of N/ A
1.2 Prlml...: Sulle Number(s) 102-105/201 fIocn,conelsUng of approximately
dIIned In peragf'lPh 2 and as shown on Exhlbll "A"hereto (the "Preml...,.
t.3 8u11c11ng: Commonly described as being located at 200 East Car I ton
~u.C~of Meridian
County of Ada
Slate of Idaho
U: Use: City Offices
It9~
4370
(herein called "te....".
feet. more or Ies8. II
as more partlcullrly described In Exhlbll
A
hereto, end as defined In paragraph 2.
t.5 Tenn: 3 years
Ind ending .Jan. 31. 2001
1.8 ....Rent: $4165.00 (Forty One Hundred Sixty Fi~amonth.payøbleonthe
I*peratraph 4.t ~ Sui te 201/950 sq. ft. at $13.00 per sq. ft.)
(Suites 102-105/3420 sa. ft. at $11.00 Der sq. ft.)
1.7 .... Rent I~_: On .£ eb. 01, 1999 , 2000 ' the monthly Base Rent Plyøble under
,..graph U lb0Y8 shIll be Idluated IS provided In parlgraph 4.3 below
t.8 RentPlldUponIEx8CUllon: $8330.00 (Eight)' Three Hundred & ¡hirt)'l
a First & Partial last months rent. II
1.9 8ecurftr DeposIt: - 0 -
to to L...', Shire of Operating Expen..lnCrtl..: 4n lib IS defined In parlgrlph 4.2.
I. Prwnl..., P8rtdnglnd Common Ar.... "
2. t Preml...: The Premises Ire I portion of I building. herein sometimes referred to IS the "Building" Identified In parlgrlph 1.3 of the Balle
lllse Provisions. "Building" shall Include adjacdnt perking structures used In connection therewith. The Premises, the Bulldlng,the Common Arels.
the land upon which Ihe same are localed, along with all olher buildings end Improvemenls thereon or thereunder, are herein collecllvely referred to
Isthe "Office Building Proiecl:' Lessor hereby leases to Lessee and lessee leases Irom Lessor for the term, It the rental, and upon all of the conditions
set forth herein. the reel property referred to In the Basic Lease ProvIsions, paragraph 1.2, as Ihe "Premises;' Including rights to the Common Arels IS
herelnlfter specified.
2.2 Vehicle PcIrlclng: So long IS Lessee Is not In defauÞ:and sublectto the rules end regulations aUlched hereto, end IS established by Lessor
from time to time, lessee shall be entilled to rent end use -NI-A- parking spIces In the Office Building Prolect It the monthly rate Ippllclble from
lime to time for monthly perking IS set by lessor Ind/or lis licensee.
2.2.1 ,II lesse~ com mils, permits or allows Iny of the prohlblled Ictivilies described In the Lease or the rules then In effect, then Lessor shall
hIve Ihe right, wllhout notice, In addition to such other rights and remedies that It may hIve. to remove or tow Iway the vehicle Involved end cherat
the coat to Lessee, which cost shIll be Immedlltely plYlble upon demlnd by Lessor.
,
2.2.2 The monthly perking rIte per parking space will be $ N I A per month It the commencement of the term of this lease,
end Is subJect to change upon five (5) days prior wrllten notice to lessee. Monthly perking fees shIll be paYlble one. month In Idvlnce prior to the
ftrat dlY of tech calender month. .
2.3 Common Areal-Definition. The term "Common Areas" Is defined IS III arels end flcllilies outside the Premises end within the exterior
boundlry line of the Office Building Proiect that are provided end designated by the Lessor from lime to time for the general non-exclusive use of
Lessor, Lessee and of other lessees of the Office Building Project and their respective employees, suppliers, shippers, cuslomers end Invitees,lncludlng
but not Ilmlled to common entrances, lobbies, corridors. stairways and stairwells, public rest rooms, elevltors, escliltors. perking Brees to the exlenl
not otherwise prohibited by this lelse.loadlng and unloldlng Brees, trash arels. roldwlYs. sldewllks, walkways, parkways, rlmps, driveways, land-
IC8ped Irels and decorltlve WIlls. .
2.4 Common Ar"I-Ruln end RegulBllonl. Lessee agrees to Iblde by end conform to the rules end regulations allached hereto IS Exhibit B
with respect to the Office Building Prolecl and Common Areas, and to cluse lis employees. supplIers, shippers, customers, and Invltees to so abide
end conform. lessor or such other person Is) as lessor may appoint shIll hIve the exclusive control end management of the Common Areas end
shIll have the right. Irom time to lime, to modify, emend and enforce slid rules and regulations. Lessor shall not be responsible to Lessee for the non-
complllnce wllh said rules and regulations by other lessees, their agents; employees end Invllees of the Office Building Project.
2.5 Common Ar..I-Chan8n. Lessor shIll have the right, In Lessor's sole discretion, from time to time;
(I) To make changes to the Building Interior end exterior end Common Areas. Including, without limitation, chlnges In the locallon, size, shape,
number. end appearance thereof, Including but not limited to the lobbies, windows. stairways, Ilr shafts. elevators. escalators, restrooms, drlvewsys,
entrances. parking spaces, perking Ireas, 10ldlng and unlOldlng Brees. Ingress, egreas. direction of trlfflc, decorltlve walls. landscaped arels end
welkwlYs: provided, however, Lessor shall at all times provide the perking "cllllles required by Ippllclble Ilw; .
Ib) To close lemporarlly Iny 01 the Common Areas jor maintenance purpc¡lJe& iiü :0;;; âS ressonab!e access to the Prflmlses remains available;
(c) To designate other lend and Improvements outside the boundaries of the Office Building Project to be a part of the Common Arels, provided
thlt such other lend end Improvements hIve a reasonlble end functional relationship to the OffICe Building Prolecl;
(d) To add additional buildings and Improvements to the Common Areas; ,
(e) To use the Common Areas while engaged In making Iddilionalimprovementa. repllrs or aneratlons to the OffIceSulldlng ProJecl, or any
portion thereof;, .
(I) To do and perform such other IctS end mIke such other chlnges In. to or with respect to the Common Areas end Office BuildIng Prolect
IS Lessor mey. In the exercise of sound business ludgment deem to be IPproprllte.
a. Term. '
3.1 ~. The term end Commencement Dlte of this LeIse shall be IS specified In plrlgrlph t.5 of the Bislc LeIse Provisions.
3.2 Delay In Po.....lon. Notwllhsllndlng said Commencement Dlte.1I for Iny reason Lessor cannot deliver possession of the Premises to Lessee
on said date and subject to plragrlph 3.2.2, Lessor shall not be sublect to Iny IIlblllty therefor. nor shall such flilure Iffectthe vllldily of this LeIse or
the obligations of lessee hereunder or extend the term hereof; but,ln such Clse. Lessee shall not be obllglted to pay rent or perform Iny other obll-
glllon of Lessee under the terms of this Lease, except IS may be otherwise provided In this lease, until possession of the Premises Is tendered to
Lessee. IS hereinafter defined; provided, however, that II Lessor shall not hIve delivered possession of the Premises wllhln shel, y (60) dsys following
IBid Commencement Date, a8 the same may be extended under the terms of 8 Work Letter executed by Lessor end Lessee,l..see mlY, 8t Lessee's
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co~menclng
Feb. 01,
1998
. subject 10 paragraph 8.
("Commencement OIte,
, a8 defined tn paregraph 3.
1st dlyofelchmonth,
~,
Cl1884 American Industrlll Real Estlte Aasocllllon
FULL SERVICE-GRO8S
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. option, by notice In writing to lessor within ten"110) days thereafter, cenci' thillea.., In which evèñf the parties shall be discharged from all
obligations hereunder; provided, however, that, as to Lessee's obligations, lessee first reimburses lessor for all costs Incurred for Non-Stlndard
Improvements and, as to Lessor's obllgatlons,lessor shall return any money previously deposited by lessee (less any offsets due lessor lor Non-
Standlrd Improvements); and provided lurther, that" such written notice by lessee Is not received by lessor within said ten 110) day perlod,lessee'l
right to cancel this Lease hereunder shall terminate and be 01 no further force or eflect.
3.2.1 Polle..lon Tendered-Denned. Possession 01 the Premises shall be deemed tendered to lessee ("Tender 01 Possession") when (1) the
Improvements to be provided by Lessor under this Lease are substantially completed, (21 the Building utilities are ready lor use in the Premise..
(3) Lessee has reasonable access to the Premises, and (41 ten (10) daVlshall have expired fol owing advance written notice to Lessee of the occurren~
of the mltters described In (11, (21 and (31, above of this paragraph 3.2.1.
3.2.2 Dela,. Cau.ect by L...... There shell be no abatemeht of rent, and tha sixty (601 dav period lollowlng the Commencement Date before
which Lessee's right to cancel thll Lease accru8sunder paragraph 3,2, shall be deemed extended to the extent of any delays caused by actl or
oml88lons 01 Lessee,lessee's agents, employees and contractorl,
3.3 Early PoI8tIIlon. If LeS88e occupies the Premises prior to .ald Commencement Date, such occupancy shall be subject to all provision. of thl.
lea", such occupancy shall not change the termination date, and lessee shall pay rent for such occupancy. .
3.4 Uncert8ln Commencement, In the event commencement of the lease term Is defined as the completion 01 the Improvements, less.. and
lessor shall execute an amendment to this lease establishing the date of Tender of Possesllon (as defined In paragraph 3.2.1) or the Ictual tlklng of
posse88l0n by lessee, whichever nrst occur.. as the Commencement Date,
.. Rant.
A.' IBM Rent. Subject to adjustment as hereinafter provided In paragraph 4.3, and except as may be otherwise expressly provided In thlslea..,
lessee shall pay to Lessor the Base Rent for the Preml$8s set forth In paragraph 1.6 of the Basic lease Provisions, without oflset or deduction. le8888
shall pay Lessor upon execution hereof the advance Ba.. Rent described In paragraph 1.8 of thl Basic Lease Provisions. nent ,for any period during
the term hereol which Is for less than one month shall be prorated based upon the actual numWr of days of the calendar month Involved. Rent shall
be payable In lawful money of the United States to lessor at the addre.. stated herein or to such other persons or at such other places as le88Ol'
mar d881gn8te In wrftlng.
4.2 o,.etIng Ex"",H Incr"",les..e shall pay to lessor during the term hereof, In addition to the Base Rent, Lessee's Share, as hereinafter
defined, of the amount by which all Operating Expenses, as hereinafter defined, for each Comparison Year exceeds the amount of all Operating
Expenses for the Base Year, such excess being hereinafter referred to as the "Operating Expense Increase:' In accordance with the following provlslonl:
(al "lessee's Share" II defined, for purposes of thlsle..., as the percentage set forth in paragraph 1.10 of the Basic Lease Provisions. which
percentage has been determined by dividing the approximate square footage of the Premises by the total approximate square footage of the rentable
lpace contained In Ihe Ollice Building Project. It Is understood and agreed that the square footage figures set forth In Ihe Basic Lease Provisions are
approximations which lessor and lessee agree are reasonable and shall not be subject to revision except In connection with an actual change In the
IIze of the Premises or . change In the space available for Itase In the OffIce Building Project.
(bl "Base Year" la defined .. the calendar ye.r In which the lease term commences.
(c) "Comparison Year"la denned as each calendar year during the term of this Lease subsequent to the Base Year; provided, however, Lessee
shall have no obligation 10 pay a share of the Operating Expense Increase applicable to the first twelve (12) months of the Lease Term (other than such
as are mandated by a governmental authority, as to which government mandated expenses Lessee shall pay Lessee's Share, notwithstanding they
occur during the nrst twelve (12) monlhs). Lessee's Share of the Operating Expense Increase for the first and last Comparison Years of the Lease
Term shall be prorated according to that portion of such Comparison Year as to which Lessee Is responsible for a share of such Increase.
(d) "Operating Expensel" Is dInned, for purposes of this lease, to Include all costs, If any, Incurred' Lessor In the exarclse of Its reasonable
dl8cretlon, tor:
(I) The operation, repair, maintenance, and replacement, In neet, cleen, lafe, good order and condition, 01 the OffIce Building Project.
including but not limited to, the following: '
(aa) The Common Areas, Including their lurfacel, coverings, decorative Iteml, carpets, drapes and wI~dow covering I, and Includlno
parkIng area.. loading and unloading areas, trash areas, roadways, sidewalks, walkways, stairways, parkways, driveways, landscaped area.. Itrlplng,
bumpers,lrrlgatlon IYlteml, Common Area lighting f~cllltlel, building exteriors and roofs, fences and gates;
(bb) All heating air conditioning, plumbing, electrical systeml, life lafety eqwpment, telecommunlcetlon and other equipment used In
common by, or for the benefit otlessees or occupants of the Office Building ProJect,lncludlnd'elevators and escalators, tenant directories, lire detection
lYIIem. Including Iprlnkler Iystem maintenance and repair.
(II) Trash dllposal, Janitorial and security service..
(III) Any other service to be provided by lessor that II elsewhere In this lea.. stated to be an "Operating Expense";
(Iv) The cost of the premiums for the liability and property Insurance policies to be maintained by Lessor under paragraph 8 hereof:
(v) The amoul;'t of the rbal property taltes to be paid by Lessor under paragraph 10.1 hereof:
(vi) The cost þf water, sewer, ga.. electricity, and other publicly mandated services to the onlce Building Project;
(vii) labor. salaries anU sppllcable fringe benefits and costs, materials, supplies and tools, used In maintaining and/or cleaning the 0ffI~
Building Project and accounting and a manag,ment fee attributable to the operation of the Office Building Project;
(viII) Replacing and/or adding Improvements mandated by any governmental agency and any repairs or removals necessitated thereby
Imortlzed over Its useful life accordlnø to Federal Income tax regulations or guidelines for depreciation thereof (Including Interelt on the unamortized
bllance as Is then reasonable In the judgment of Lessor'l accountants);
(Ix) Replacementl of equipment or Improvements that have a useful life for depreciation purposel according to Federal Income tlX
guidelines of five (5) yearl or lesl, as amortized over such life.
(e) Operating Expenses shall not Include the costs of replacements of equipment or Improvements thaI have a useful life for Federal Income
tax purposelln excesl of five (5) years unless it Is of the type described In parigraph 4.2(d)(vlli).ln which case their cost shall be Included al above
provided.
(f) Operating Expenses shall not Include any expenses paid by any lessee directly to third parties, or as to which lessor is otherwise reimbursed
by any thIrd party, other tenant, or by Insurance proceeds,
(g) Lessee's Share 01 Operating Expense Increase shall be payable by Lessee within ten (10) days after a reasonably detailed statement of
actual expenses Is presented to Lessee by Lessor. At Lessor's option, however, an amount may be estimated by Lessor from time to time In advance
of Lessee's Share of the Operating Expense Increase lor any Comparison Year, and the same shall be payable monthly or quarterly, as Lessor shill
designate, during each Comparison Year of the Lease term, on the same day as the Base Renlls due hereunder. In the event that Lessee pays
lessor's estimate of lessee's Share of Operating Expense Increase as aloresaid, Lessor shall deliver to Lessee within sixty (60) days after the expiration
of each Comparison Year a reasonably detailed statement showing Lessee's Share of the actual Operating Expense Increase Incurred during such
year, If Lessee's payments under this paragrAph 4.2(g) durin" said Comparison Year exceed Lessee's Share as Indicated on said slatement, Les... .
shall be entilled to credit the amount 01 such overpayment asaln:;1 lessee's Sha,.~ o! Ope~2!!ng E!'.!)ensf! Increase next lalling due. II Lessee's paymenta
under this paragraph during said Comparison Year were less than Lessee's Share as Indicated on said stalement. Lessee shall pay to Lessor the amount
01 the deficiency wilhln ten (10) days after delivery by Lessor to Lessee of said statement. lessor and Lessee shall forthwith adjust belween Ihem by
cash payment any balance determined to exist with respect to that portion of the last Con,parlson Year for which Lessee Is responsible as to Operating
Expense Increases, notwithstanding that the Lease term may have terminated betore the end of such Comparison Year.
4.3 Rent Inc....'..
4.3.1 At the times set forth in paragraph \.7 of the Basic Lease Provisions. the monthly Base Rent payable under paragraph 4.1 of this lease
shall b. adjusted by lIie Increase, If any, In the Consumer Price Index 01 the Bureau of labOr Statistics of the Department of Labor for All Urban
Consumers, (1967=100), "All Items:' for the city nearest the location 01 the Building, herein relerred to as "C.P.I.:' since the date of this Lease.
4.32 The monthly Base Rent payable pursuant to paragraph 4.3.1 shall be calculated as follows: the Base Rent payable lor the first month of
the term 01 this Lease, as set lorth in paragraph 4.1 of this lease,' shall be multiplied by a fraction the numeralor of which shall be the C.P.!. of the
calendar month during which the adjustment Is to take e"ect, and the denominator 01 which shall be the C.P.!. for the calendar month In which the
original Lease term commences. The sum so calculated shall constitute the new monthly Base Rent hereunder, but, In no event, shall such new monthly
Base Rent be less Ihan the Base Rent payable for the month Immediately preceding the date lor the rent adjustment.
4.3.3 In the event the compilation andlor publication 01 the C.P.I. shall be transferred to any other governmental department or bureau or
C 1884 AmerIcan Indultrlal Real Eatate AlIOClation
FULL SERVICE-GROSS
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PAGE 2 OF 10 PAGES
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8IIncv0f shill be discontinued, then Ihe Index moll nearty Ihe ume aathe C.P.I. ahall be u88d 10 make such calculationa, In Ihe evenllhll Leuor
Ind lessee cannot aaree on such alternative Index, then the matter ahlll be submitted (or decision 10 the American Arbitration Association In the
Counly In which the Premises are located, In accordance with the Ihen rules of said association end tha decision of Ihe arbllralors shall be binding
upon the parties, notwithstanding .one Darty failing 10 appear after due notice of the proceeding, The cost of said Arbllralors shall be paid ,que",
by lessor and lessee.
4.3.4 lessee shall contInue 10 pay the rentatlhe rate previously In eRect unlit the Increase,lf any,ls determined. Within five (5) days following
Ih, dale on which the Increase Is del ermined, lessee shall make such paymenllo lessor as will bring the Increased rental current, commencing with
the e!fecllve dale of such Increase through Ihe date of any renlallnstalmenls then due. Thereafter Ihe rental shall be paid allhe increased rate.
4.3.5 AI such lime aslhe amount of any change In rental reqùlred by this Lease Is known or delermlned,lessor and lessee shallexecul' en
emendmenlto this Lease selling forth such change.
S. Security Deposit, lessee shall deposit with lessor upon execution hereof the security deposit set forth In paragraph 1.9 of the Basic lease
Provisions as securlly for lessee's faithful performence of lessee's obligations hereunder. If Lessee falls to pay rent or other charges due hereunder,
or otherwise delaulls wllh respect to, any provision of this lease, lessor may use, apply or retain all or any portion of said .deposlt for the payment of
any rent or other charge In defaull for the payment of any other sum 10 which lessor may become obligated by reason of lessee's default, or fo
compensate lessor for any loss or damage which Lessor may sufler thereby. If lessor so uses or applies all or any portion 01 said deposit, Lessee
shall wilhln ten (10) days after wrillen demand therefor deposll cash with Lessor In an amount suRlclent to restore said deposilio the full amount
then required of lessee. If the monlhly Base Rent shall, from time 10 time, Increase during the term of this Lease, lessee shall, al the time of such
Increase. deposit with lessor addillonal money as a security deposit 80 thatlhe lotal amount of the security deposit held by lessor shall at all times
bear the same proportion to the then current Base Rent as the Inillal security daposlt bears to the Initial Base Renl set forth In paragraph 1.6 of the
Beslc lease Provisions. lessor shall not be required to keep said security deposllseparale from lis general accounts. If lessee performs all of lessee',
obllgallons hereunder, said deposit, or so much thereof as has not heretofore been applied by lessor, shall be returned, wIthout payment of interest
or other Incremenllor Its use,lo lessee (or, al Lessor's optlon,to the last assignee, If any, of lessee's Interest hereunder) allhe expirallon of the term
hereof. and after lessee has vacated the Premises. No trust relationship Is created herein between Lessor and lessee with respect 10 said Security
Deposit. '
.. UN.
6.1 UN. The Premises shall be used and occupied only for the purpose set forth In paragraph 1.4 of the Basic Lease Provisions or any other u..
wtllch Is reasonably comparable to that use and for no other purpose.
6.2 Compll8nce with L8w.
(a) Lessor warrants to lessee that the Premises, In the state existing on the date that the Lease term commences, but wIthout regard to allera-
tlons or Improvements made by Lessee or the use for which Lessee will occuþy the Premises, does not violate any covenants or restrictions of record,
or any applicable building code, regulation or ordinance In effect on such Lease term Commencement Date. In the evenllt Is determined Ihallhls
warranty has been violated, then It shall be the obligation of the Lessor, after written notice from Lessee,lo promptly, at lessor's sole cost and expen",
f'lCtlfy Iny such violation.
(b) Except as provided In paragraph 6.2(a) Lessee shall, at Lessee's expense, promptly comply with all applicable statutes, ordinances, rulel,
regulations, orders, covenants and restrictIons of record, and requirements of any fire Insurance underwriters or ratIng bureaus, now In effect or
wtllch may hereafter come Into eRect, whether or not they refted a change In policy from that now existing, during the term or any part of the lerm
hereof. relating In eny manner to the Premises and the occupation and use by Lessee of the Premises. lessee shall conducilis business In a lawful
manner and shall not use or permllthe use of the Premises or the Common Areas In any manner that will tend to create wasle or a nuisance or shall
tend to disturb other occupants of the Office Building Project.
6.3 ConcIIIon of Preml...
(a) Lessor shall deliver the Premises to Lessee In a dean condition on the Lease Commencement ijate (unless lessee Is already In possession)
and Lessor warrants to Lessee that the plumblng,lIghtlng, air conditioning, and healing system In the Premises shall be In good opera ling condition.
In the event thaI II Is determined thai this warranty has been violated, then It shall be the obligation of Lessor, after receipt 01 wrltlen nollce from Lessee
,,"Ing forth with specificity the nature of the violation, to promptly, at lessor's sole cost, rectify such violation. , ,
(b) Except as otherwise provided In this lease,lessee hereby accepts the Premises and the Office BUlldlngrroleclln their condillon existing
a. of the lease Commencement Date or the date that lessee lakes possession of the Premises, whichever Is earlle , sublectto all applicable zoning,
municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any easements, covenants or
restrictions of record, and accepts this lease sUblectlherelo and to all mailers disclosed thereby and by any exhiblls attached hereto. Lessee
ecknowledges thallI has sallsfled itself by Its own Independent investigation Ihatlhe Premises are suitable for Its Intended use, and that neither Lessor
nor lessor's agent or agents has made any representation or warranty as to the present or future suitability of the Premises, Common Areas, or 0ffI~
Building Project for the conduct of lessee's business.
7. Maintenance, Repalra. A"""on. and Common Area a,rY."
7.1 L888or'. ObIlIl8t1on.. Lessor shall keep the Office Btfldlng ProJect,lncludlng the Premises, Interior and exterior walls, roof, and common areal,
and the equipment whether used exclusively for the Premises or In common wilh other premises, In good condition and repair; provided, however,
Lessor shall not be obligated to paint, repair or replace wall coverings, or 10 repair or replace any Improvements thai are not ordinarily a part of the
Building or are above Ihen Building standards. Except as provided in paragraph 9.5, there shall be no abatement of renl or lIabIlIty of lessee on
eccount of any inlury or Interference with Lessee's business wllh respecllo any Improvements, alterations or repairs made by lessor 10 the 0ffI~
Building Project or any partlhereof. Lessee expressly waives the benelils 01 any statute now or hereafter In effect which would otherwise afford Lessee
the right 10 make repairs alle,ssor's expense or to lermlnate this Lease because of Lessor's failure 10 keep the Premises In good order, condition
and repair. I
7.2 Le88M'. 0bI1pIIon..
(a) Notwlthslandlng lessor's obligation to keep Ihe Premises In good condition and repair, lessee shall be responsible lor payment of the
cost thereof to lessor as additional rent for thai portion of the cost of any maintenance and repair of the Premises, or any equipment (wherever located)
thai serves only lessee or the Premises, to the extent such coslls allrlbutable to causes beyond normal wear and tear. Lessee shall be responsible
for the cost of painting, repairing or replacing wall coverings, and 10 repair or replace any Premises Improvements thai are not ordinarily a part of the
Building or that are above then Building standards. lessor may, at Its optIon, upon reasonable notice, eledto have lessee perform any partlcullr
..ch maintenance or repalr8the cost of which Is otherwise lessee's responsIbIlIty hereunder.
(b) On the last day of the term hereof, or on any sooner termlnatlon,lessee shall surrender the Premises 10 lessor In the same condition I'
received, ordinary wear and tear excepted, clean and free of debris. Any damage or deterioration of IhePremlses shall not be deemed ordinary wear
and tear If the same could have been prevented by good maintenance practices by lessee. lessee shall repair any damage 10 the Premises occasioned
by the installallon or removal of lessee's trade fixtures, alterations, furnishings and equipment. Except as otherwise slated In this Lease, lessee shall
leave the air lines, power panels, electrical dlstrlbullon systems, lightIng fixtures, air conditioning, window coverings, wall coverings, carpets, will
panelling, ceilings and plumbing on the Premises and In good operating condition. .
7.3 Alt8r8tIon. and Addition..
(a) lessee shall nol. without Lessor's prior written consent make any alteratlons,lmprovements. additions, Ulility Installations or repairs In, on
or about the Premises, or the Office Building Project. As used In this paragraph 7.3 the term "Ulillty Inslallatlon" shall mean carpeting, window and
wall coverings, power panels, electrical dlslrlbullon systems,lIghling fIxtures, air condillonlng, plumbing, and telephone and telecommunicatIon wiring
and equipment. Allhe expiration of the term, lessor may require Ihe removal 01 any or all of said alterallons, Improvements, addillons or UtIlIty
Installallons, and the restorallon 01 the Premises and the OIIIce Building ProieCt to their prior condition, allessee's expense. Should lessor permft
lessee 10 make lis own allerallons, Improvements, add¡¡¡ons OJ Utmlv1r;slalla!l~ns. Lessee shall use only such contractor as has been expressly
approved by lessor, and lessor may require lessee 10 provide lessor, allessee's sole cost and expense, a lien and com pie lion bond In an amount
equal to one and one-half limes the estImated cost of such Improvements, to Insure Lessor against any lIabIlIty for mechanic's and malerlalmen',
liens and 10 Insure completion of the work. Should Lessee make any alterations, Improvements, additions or UIIIII, Installations wllhoullhe prior
approval of lessor, or use a contractor not expressly approved by lessor, lessor may, at any time during the term 0 this lea,se, require Ihallelsee
remove any part or all 01 the same.
(b) Any alleratlons, Improvements, addllions or Ullllly Installations In or about the Premises or the Office Building Prolectlhal Lessee shan
desire to make shall.be presented to lessor In wrillen form, wllh proposed detaIled plans. II lessor shall give lis consenllo lessee's making sdch
a.erallon. Improveménl, addition or UtIlIty Installation, Ihe consent shall be deemed conditioned upon Lessee acquiring a permllto do so from the
applicable governmental agencies. furnishing a copy thereof 10 Lessor prior 10 the commencement 01 the work, and compliance by lea... with an
condilions of said permit In a prompt and expeditious manner.
(c) lessee shall pay, when due. all claims for labor or materials furnished or alleged to have been furnished 10 or for lessee at or lor use In
the Premises, which claims ara or may be secured by any mechanIc's or materialmen's lien against the Premises, the Building or the OffIce Building
ProJect, or any Intereal therein.
(d) lessee shall give lessor nolless than ten (10) days' nollce prior 10 the commencement 01 any work In the Premises by Lessee, and Le88Or
thall have the right 10 post nollces of non. responslblllly In or on the Premises or the Building as provided by law. If lessee shall,ln good lallh, cant...
the validity of any such lien, claim or demand,lhen lessee shall, aills sole expense defend Itsell and Lessor against the same and shall pay and ullafy
-41
~ 1884 AmerIcan Induatrlal Real Estate Association FULL SERVICE-GROSS -'
PAGE 3 OF to PAGES
. .
. ""1 IUch actver..'Udgment that may be rendtl_.hereon belore the enlorcement thereolagalnst th.._d8lOr or the Premises, tha Building or the
omc. Building Pro act, upon the condition that II Lallor shall requlr., Leis" Ihalllurnish to Le..or a surety bond satlslactory to Lessor In an amount
equal to luch contested lien claim or demand Indemnifying Lessor against liability lor tha 8Ime and holding the Premises. the Building and the OffIce
Building Pr°leet free from the eHect of such lien or claim. In addition, Lellor may require Lessee to pay Lellor's reasonable attorneys' lees and COlts
In pertlclpat ng In such action II Leslor shall decide It II to Leslor's best Interest 10 to do.
(el All alterations, Improvements, additions and Utility Installation I (whether or not such Utility Installations constitute trade fixtures 01 Lesseel.
which may be made to the Premises by Lessee, Including but not limited to, floor coverings, panelings, doors, drapes. built-ins, moldings, sound
attenuatIon. and lighting and telephone or communication systems, conduit, wiring and outlets, shall be made and done In a good and workmanlike
manner and 01 good and suHlclent quality and materials and shall be the property of Lessor and remain upon and be surrendered with the Premises
at the expiration 01 the Lease term, unless Lessor requires their removal pursuant to paragraph 7.3(al. Provided Lessee Is not In delault, notwithstanding
the provisions 01 this paragraph 7.3(el, Lessee's personal property and equipment, other than that which Is aHlxed to the Premises so that it cannot
be removed without material damage to the Premises or the Bulldlng:and other than Utility Installations, shall remain the property of Lessee and may
be ramoved by Lessee subject to the provisions of paragraph 7.2.
(f) Lessea shall provide Lelsor with as-built plans and specifications for any alterations, Improvements, additions or Utility Installations.
7.4 Utltlty Addltfon.. L..lor reserves the right to InstaU new or additional utility facilities throughout the Office Building p'ro ect for the benefll of
Lelsor or La..ee, or any other le.see of the Office Building Project,lncludlng, but not by way of limitation, such utilities as plumbing, electrical systems,
communication sYltems, and lire protection and detection systems, so long as such Installations do not unreasonably interfere with Lessee's use 01
the Preml..s.' ,
.. IMurenoe: IndemnltJ,
8.,t Llebility InlUr8n~-L...... LeI..e shall, at Lessee's expense. obtain and keep In force during the term 01 this Leese a policy of Compre-
hensive General LIability Insurance utilizing an Insurance Services Office standard form with Broad Form General LIability Endorsement (GL0404).
or equivalent, In an amount 01 not less than $1,000,000 per occurrence 01 bodily Injury and property damage combined or In a greater amount as
. reasonably determined by Lessor and shall Insure Lessee with Lessor as an additional Insured against liability arising out of the use, occupancy or
maintenance of the Premises. Compliance with the above requirement shall not, however, limit the liability 01 Lessee hereunder:
8.2 LIability Insur.nce-Le..or. Lessor shall obtain and keep In force during the term 01 this Lease a polley 01 Combined Single LImit Bodily
Injury end Broad Form Property Damage Insurance, pius coverage against such other risks Lessor deems advisable rrom time to tlme,lnsuring Lessor,
but not Lessee, against lIeblllty arising out 01 the ownership, use, occupency or maintenance or the Office Building Project In an amount not less than
$5,000,000.00 per occurrence.
8.3 Property In8Ur8nce-L...... Lessee shell, at Lessee's expense, obtain and keep In rorce during the term or this Lease for Ihe benerit of Lessee,
replacement cost fire end extended coverage Insurance, with vandalism and malicious mischief, sprinkler leakage and earthquake sprinkler leakage
endorsements, In an amount sufficient to cover not less than 10Mb olthe lull replacement cost, as the same may exist from time to time, or all 01 Less..'s
personal property, flxtures, equipment and tenant Improvements. '
8.4 Property Insurance-Lessor. Lessor shall obtain and keep In force during the term of this Lease a polley or policies of Insurance covering
10.. or damage to the OffIce Building Project Improvements, but not Lessee's personal property, fixtures, equipment or tenant Improvements, In the
amount 01 the full replacement cost thereof, as the seme may exlsl rrom time to time, utUlzlng Insurance Services Office standard form, or equivalent,
providing protection against all perils Included within the classification or fire, extended coverage, vandalism, malicious mlschlel, plate glass. and
such other perils as Lessor deems advisable or may be required by a lender having a lien on the OHice Building Project. In addition, Lessor shall
obtain and keep In rorce, during the term of this Lease, a policy of rental value Insurance covering a period 01 one year, with loss payable to Lessor,
which Insurance shall also cover all Operating Expenses lor said period. Lessee will not be named In any such policies carried by Lessor and shall
h.ve no right to .ny proceeds therelrom. The policies required by these paragraphs 8.2 and 8.4 shall contain such deductibles as Lessor or the
aloreseld lender may determine. In the event that the Premises shall suffer an Insured loss as defined In paragraph 9.1(f) hereor, the deductible
amounts under the applicable Insurance policies shall be deemed an Operating Expense. Lessee shall nGt do or permit to be done anything which
Ihallinvalldate the Insurance policies carried by Lessor. Lessee shall pay the entirety of any Increase In thelproperty Insurance premium for the OffIce
Building Project over what It was Immediately prior to the commencement of the term of this Lease II the Increase Is specified by Lessor's Insuran~
carrier as being caused by the nature 01 Lessee's occupency or any act or omission of Lessee. ,
8.5 InlUr8nC8 Policies. Lessee shall deliver to Lessor copies 01 liability Insurance policies required under paragraph 8.1 or certificates evidencing
the existence and amounts 01 such Insurance within seven (7) days alter the Commencement Date 01 this Lease. No such policy shall be cancellable
or IUb ect to reduction 01 coverage or other modification except after thirty (30) days prior written notice to Lessor. Lessee shall, at least thirty (30)
clava prior to the expiration 01 such policies, lurnls~ Lessor with renewals thereof.
8.8 WIlY., of Subrogetlon. Lessee and Lessor each hereby release and relieve the ottwr, and waive their entire rlghl 01 recovery agalnsllhe other,
b direct or consequential loss or damage arising out of or Incident to the perils covered'by property Insurance carried by such party, whether due
to the negligence or Lessor or lessee or their agents, employees, contractors and/or Invltees. II necessary all property insurance policies required
under this Le... shall be endorsed to so provide.
8.7 Indemn'" Lessee shall Indemnify and hold harmless fessor and Its agents, Lessor's master or ground lessor, rartners and lenders, rrom and
egelnst any and all claims fClr damage to the person or property of anyone or any entity arising Irom Lessee's use 0 the Office Building Project, or
from the conduct of Lessee's business or from any activity, work or things done, permitted or suflered by Lessee In or about the Premises or else-
where and shall further Indemnify "nd hold harmless Lessor Irom and against any and all claims, costs and expenses arising Irom any breach or
default In the performan~e of any obligation on Lessee's part to be performed under the terms of this lease, or arising Irom any act or omission 01
Lessee. or any of Lessee's agents, contractors, employees, or Invllees. and from and against all costs, attorney's fees, expenses and liabilities incurred
by Lessor as the resull 'f any such use. conduct, activity, work, things done, permitted or suflered, breach, delault or negligence, and In dealing
reasonably therewith, Including but not limited to the delense or pursuit of any claim or any action or proceeding Involved therein; and In case any
.cllon or proceeding be brought against U"/lor by reason of any such matter, lessee upon notice Irom lessor shall delend the same at Lessee's
expense by counsel reasonably sallsfactory Iþ Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any
such claim In order to be so IndemnIfIed. lessee, as a malerial part of the consideration to Lessor, hereby assumes aU risk 01 damage 10 property
01 Les..e or Injury to persons, In, upon or 'about the OHlce Building Project arising Irom any cause and Lessee hereby wallles.1I claims In respect
thereol ag.lnst lessor,
8.8 exemption 01 Lessor from LIability. lessee hereby agrees Ihallessor shall not be liable ror Injury to Lessee's business or any lois of Income
Iherefrom or for loss o( or damage to the goods, wares, merchandise or other property of Lessee, Lessee's employees, Invltees, cuslomers, or any
other person In or about the Premises or the Office Building Projecl, nor shall lessor be liable ror injury to Ihe person or Lessee, lessee's employeeS,
.gents or contractors, whether such damage or injury Is caused by or results from theft, lire, steam, electricity, gas. waler or rain, or Irom Ihe breakage,
leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting lixtures; or Irom any other cause,
whether said damage or Injury results from conditions arising upon the Premises or upon other portions of the Ollice Building Project, or from other
lOurces or places, or from new construction or the repair, alterallon or Improvement of any part 01 the Office Building Project, or 01 the equipment,
ftxtures or appurtenances applicable thereto, and regardless of whether the cause of such damage or Injury or the means of repairing the same 18
Inaccessible. Lessor shall not be liable lor any damages arising from any act or neglecl of any other lessee, occupant or user 01 Ihe Office Building
Project, nor from the failure of Lessor to enrorce the provisions of any other lease of any other lessee of the OHice Building Project.
8.9 No Representltlon of Adequate Coverege. Lessor makes no representation that the limits or forms of coverage 01 insurance specified In this
par8greph 8 ere edequate to cover Lessee's property or obUgations under this Lease.
.. Dem8I8 or DeøtructIon.
8.1 D8IInIIIon8.
(I) "Premise. Oam.g." shall meen If ¡he Premises are demaged or destroyed to any extent.
(b) "Premises Building Partial Damage" shall mean II the Building or which the Premises are a part Is damaged or áeslroyed to the extentlhel
I'" cost to repelr Is less thanllfty percent (50%) of thelhen Replacement Cost 01 the building.
, (c) "Premises Building Total Destruction" shell meen II the Building of which the Premises are a part Is damaged or destroyed to the extent
thet the cost to repelr Is fifty percent (50%) or more of the then Replacement Cost 01 the BuIlding. .
(d) "OffIce B~lIding Project Bundln~s" shall maan all of the buildings on the Office Building Project site.
(e) "OffIce Building Project Buildings Total Destruction" shall mean If the Office Building Project Buildings are damaged or destroyed to the
uttnt that the cost of repair Is fifty percent (50%1 or more 01 the then Replecement Cost of the OffIce Building Project Buildings.
(f) "Insured Loss" shall mean damage or destruction which was caused by an event required to be covered by the Insurance described In
peregraph 8. The fact that an Insured Loll hIS a deductible amount shall not make the 10.. en uninsured 1088.
(gl "Replacement Cost" shall mean the amount of money necessary to be spent In order to repair or rebuild the damaged area to the condition
th.t existed Immediately prior to the damage occurrlng,excludlng all Improvements made by lesse.., other than those Installed by Lelsor at Les...'s
øpen...
0 t814 Am8rIc8n Industrial Real Estale A88OCIatlon
FULL 8EIMCI-GR088
-~
PAGE 4 OF to PAGES
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8.2 "'"LL". o.neg.: ........1M81tu11d1n8 P8rtI8I D8m8ge.
ea) Insured Lo..: Subleclto the provisions of paragraphs 9.4 and 8.5. If at any time during the term of this Lease there Is damaGe which Is
In Insured loss and which lal s Into the cla..lllcation of either Premises Damaga or PremIses Building Partial Damage, Ihen Lessor shall, as soon a-
reasonably possible and to Ihe exlentthe required materials and labor are readily available through usual commercial channels, at lessor's expense,
repair such damage (but not Lessee's fixtures, equipment or tenant Improvements originally paid lor by Lessee) to Its condition existing at the time of
the damage, and this lease shall continue In full force and effect.
(b) Uninsured Loss: Sublect to the provisions of paragraphs 9.4 and 9.5, If at any time during the term 01 this Lease there Is damage which
Is not an Insured Loss and which falls within the classification of Premises Damage or Premises Building Partial Damage, unless caused by a negligent
or wililol act of Lessee (In which event lessee shall make the repairs at lessee's expense), which damage prevents Lessee from making any subslantial
use 01 the Premlses,lessor mar at Lessor's option either (I) repair such damage as soon as reasonably possible at Lessor's expense, In which event
this Lease shall continue in ful force and effect, or (Ii) give written notice to Lessee within thirty (30) days after the date ollhe occurrence 01 such
damage of Lessor's intention to cancel and terminate this lease as of the date of the occurrence 01 such damage, In which event this lease shall
terminate as of the date of the occurrence of such damage. .
9.3 Preml... Building Total D..tructlon; OffIce Building ProJect Total Destruction. SubJect to the provisions 01 paragraphs 9.4 and 9.5.11 at any
time during tM term of this lease there Is damage, whether or not It Is an Insured loss, which falls Into the classifications of either (II Premises
BuildinG Total Destruction, or (II) Olllce Building Prolect Total Destruction, then lessor may at lessor's option either (II repair such damage or
destruction as soon as reasonably possible at Lessor's expense (to the extent the required materials are readily available through usual commercial
channels) to Its condition existing at the time 01 the damage, but not Lessee's Ilxtures, equipment or tenant Improvements. and Ihls Lease shall continue
In full force and elfect, or (II) give written notice to Lessee within thirty (30) days after the date of occurrence 01 such damage of Lessor's Inlention to
cancel and terminate this Lease, In which case this Lease shall terminate as of the date of the occurrence of such damage.
9.4 Damag. NHr End 01 Term.
(a)Sublect to paragraph 9.4(b), II at any time during the last twelve (12) months of the term of this Lease there Is substantial damage to the
Premises, Lessor may at Lessor's option cancel and terminate this Lease as of the date of occurrence of such damage by giving written notice to
lessee of lessor's elecllon to do so within 30 days after the date of occurrence of such damage.
(b) Notwithstanding paragraph 9.4(a). In the event that Lessee has an option to extend or renew this Lease, and the time within which said
option may be exercised has not yet expired, Lessee shall exercise such option, If It Is to be exercised at all, no later than twenty (20) days after the
occurrence of an Insured loss failing wIIhln the classlftcallon of Premises Damage during the last twelve (12) months 01 the term 01 this Lease. If Lessee
duly exercises such option during said twenty (20) day period, Lessor shall, at Lessor's expense, repair such damage, but not Lessee's fixtures, equip-
ment or tenant Improvements, as soon as reasonably possible and this Lease shall continue In full force and effect. If lessee falls to exercise such
option during said twenty (20) day period, then lessor may at Lessor's option terminate and cancel this lease as 01 the expiration of said twenty (20)
day period by giving written nollce to lessee of lessor's elecllon to do so within ten (10) days after the expiration of said twenty (201 day period.
notwithstanding any term or provision In the grant of option to the contrary.
e.5 Ab8t8ment of Rent: L....'. Remedl..
(alln the event Lessor repairs or restores the Building or Premises pursuant to the provisions of this paragraph 9, and anl part of the Premises
are not usable (Including loss of use due to loss of access or essential services), the rent payable hereunder (Including Lessee s Share of Operating
Expense Increase) for the period during which such damage, repair or resloration continues shall be abated, provided (1) the damage was not the
result of the negligence 01 Lessee, and (2) such abatement shall only be to the extent the operation and profitability of Lessee's business as operated
from the Premises Is adversely affected. Except for said abatement of rent, if any, Lessee shall have no claim against Lessor for any damage suffered
by reason of any such damage, destruction, repair or restoratIon. II
(b) If Lessor shall be obligated to repair or restore the Premises or the Building under the prov¡!lons of this Paragraph 9 and shall not com-
mence such repair or restoration within ninety (90) days after such occurrence, or If Lessor shall not complete the restoratlo,:, and repair within six (6)
months after such occurrence, lessee may at Lessee's option cancel and terminate this Lease by giving lessor written notiQ~ of Lessee's elecllon to
do so al any time prior to the commencement or completion, respectively, 01 such repair or restoration. In such event this Lease shall terminate as
of the date of such notIce. I :
(c) Lessee agrees to cooperate with Les,or In connection with any such restoratIon and repair. Including but not limited to the epprovaland/or
U8CUllon 01 ptans and specifications required. . ~
9.6 1Wmlnation-Advancl '-""entl. Upon terminatIon of this Lease pursuant to this paragraph 9. an equitable adjustment shall be made
concerning advance rent and any advance payments made by Lessee to Lessor. Lessor shall. In additIon. return to Lessee so much of lessee's
eecurlty deposit as has not theretofore been applied by Lessor.
9.1W8fvar. Lessor and Lessee waive the provisions ohny statute which relate to termination of leases when leased properly Is destroyed and
88"" that such event shall be governed by the terms of thll Lease.
10...... Property~x..
10.1 Payment of ~... lessor shall pay the real property tax, as deRned In paragraph 10.3; applicable to the OffIce Building Project subJect to
reimbursement by Leisee of Lessee's Share 01 such taxes In accordance with the provisions of paragraph 4.2, except as otherwise provided In
peragraph 10.2.
10.2 Adelmonel fmprovementl. Lessee shall not be responsible for paying any Increase In real property tax specified In the tax assessor's records
end work sheets as being caused by additional Improvements placed upon the Office Building Prolect by other lessees or by Lessor for the exclusive
enJoyment of any other lessee. Lessee shall, however, pay to Lessor at the lime that OperatIng £xpenses are payable under paragraph 4.2(c) the
entIrely of any Increase In real property tax If assessed solely by reason of additional Improvements placed upol'l the Premises by Lessee or at
Lessee's request
10.3 DefInition 01 "Reel Property ~X:' As used herein, the term "real property tax" shall Include any form of real estate tax or assessment. general.
special, ordinary or extraordinary. and any license fee, commercial rental tax, Improvement bond or bonds, levy or tax (other than Inheritance, personal
Income or estate taxesllmposed on the Olllce Building Project or any portion thereof by any authority having the direct or Indirect power to talC,
Including any city. county. state or federal government, or any school, agricultural, sanitary, fire, street, drainage or other Improvement district thereof,
al against any legal or equitable Interest of lessor In the OIRce Building Project or In any portion thereof, as agalnsllessor's right to renl or other
Income therefrom, and as against lessor's business of leasing the Office Building Project. The term "real property tax" shall also Include any tax, fee,
levy. .ssessment or charge (I) In substitution of, partially or totally, any tax, fee,levy, assessmenl or charge hereinabove Included within the definition
of "real property tax;' or (iI) the nature of which was herelnbelore Included within the definition 01 "real property tax:' or (III) which Is Imposed lor a
service or rl9ht not charged prior fo June 1, 1918. or, II previously charged, has been Increased since June 1,1918, or (Iv) which is Imposed as a result
of a change In ownership, as defined by applicable local statutes for property tax purposes, 01 the Office Building Prolect or which is added to a tax or
cherge hereinbefore included within the definition of real property tax by reason of such change of ownership, or (v) which is imposed by reason 01 this
transaction, any modifications or changes hereto, or any transfers hereof.
10.4 Joint AuIIIIRenllf the Improvements or property. the taxes for which are to be paid separately by Lessee under paragraph 10.2 or 10.5 are
notseparately assessed, Lessee's portion of that tax shall be equitably determined by Lessor from the respective valuations assIgned In the assessor's
work sheels or such other Information (which may Include the cost of constructIon) as may be reasonably available. Lessor's reasonable determi-
nation thereof, In good faith, shall be conclualve.' .
10.5 ~81 Propettv~....
ea) Lessee ,hall p'y prior to delinquency all taxes aaseased against and levied upon trade fixtures, furnishings. equipment and allcth.,
peraonal properly of Lessee contained In the Premls.. or elsewhere.
(b) If any of Lessee's said personal properly shall be assessed with Lessor's real property, Lessee sha, II pay to Lessor the taxes attributable
to Les... within ten (10) days after receipt of a written statement sellIng forth the talC88 appUcabtØ to Leasee's property.
n.~ '
11.1 ..... ProvIded by LtllOr.le..or shall provide heating, ventIlatIon. air conditioning. and ,anltorlalservlce as reasonably required, reason-
eble amounts of electricity for normal fIGhting and office machines. water for reasonable and norma drinking and lavatory use. and replacement light
bulbs and/or fluoresèenttubes and balfasts for standard overhead fixtures,
11.2 Ser'i1ce8 Exclu.lve to L..... Lessee shall pay for all water. gas. heat, light, power,telephone and other utilities and services specially or
"elusively supplied andlor melered exclusively to the Premises or to Lessee, together with any taxes thereon. If any such services are not separately
melered 10 Ihe Premises, Lessee ,hall pay at Lessor's option, either Leasee's Share or a reasonable proportion to be determined by Lessor 01 all
ch8rge8 Jointly metered with other premIses In the Building.
11.3 Hours 01 S8fV1c8. SaId services and u"""e. shall be provided during generally accepted business days and hours or luch other days or hours
a. may hereafter be set lorth. Utlll"e. and services required at other lime, sha" be sub ectto advance request and reimbursement by La..ee to
Lessor of the cost thereof, '
~ 1984 American Industrial Real Estete Association
FULL SERVICE-GROSI
~~
PAGE 5 OF 10 PAGES
11.4 Elceu Uuge by L...... Lessee shall ñõl make connedlon to the utIlities except by or througfi existIng outlets and shall not Install or use
machinery or equipment in or aboul the Premises that uses excess water,lighllng or power, or suffer or permit any act that causes extra burden upon
the utilities or services, including bul nollimlted 10 securily services, over slandard office usage lor Ihe Onlce Building Projecl. lessor shall require
lessee to reimburse Lessor lor any excess expenses or costs that may arise oul 01 a breach ollhis subparagraph by lessee lessor may, in ils sole
discretion. Install at lessee's expense supplemental equipment and/or separale melerlng applicable to lessee's excess usage or loading.
11.5 Interruption.. There shall be no abatement 01 rent and Lessor shall nol be liable In any respect whatsoever lor the inadequacy, sloppage,
Interruption or discontinuance 01 any utlllly or service due to riot, strike, labor ' dispute, breakdown, accident, repair or olher cause beyond Lessor's
reasonable control or In cooperatIon with governmental request or directions.
12. A881gnment and Subletting.
12 1 LeslOr'. Connnt Required. Lessee shall not volunlarlly or by operation 01 law assign, Iransler, mortgage. sublet. or olherwlse transler or
encumber all or any part 01 lessee's Inlereslln the Lease or In the Premises, without lessor's prior wrillen consenl, which lessor shall not unreasonably
withhold. Lessor shall respond to Lessee's request lor consent hereunder In a tImely manner and any allempted assignment. Iransler, mortgage,
encumbrance or subleltlng wllhout such consent shall be void, and shall constltule a malerlal delault and breach ollhls lease withoul the need lor
notice 10 lessee under paragraph 13.1. "Transler" within the meaning 01 this paragraph 12 shall Include Ihe Iransler or Iranslers aggregating: la) II
lessee Is a corporallon, more than twenty-live percent (25%) of the votIng sloçk of such corporatIon, or (b) II lessee Is a parlnershlp, more than
twenty-live percent (25%) 01 theprolll and loss participatIon In such partnership.
12.2 Les... AMllate, Notwithstanding the provisions 01 paragraph 12,1 hereof, Lessee may assign or sublet the Premises, or any portion thereol,
without lessor's consent to any corporatIon which controls, Is controlled by or Is under common conlrol wllh lessee. or 10 any corporation resulting
from the merger or consolIdatIon with lessee, or to any person or enUly which acqulras all the assets 01 lessee as a going concern 01 Ihe business
thai Is being conducled on the Premlsas, all 01 which are referred to as "lessee Affiliate"; provided that belore such assignment shall be effective,
(a) said assignee shall assume, In lull, Ihe obligatIons of lessee under Ihls Lease and (b) Lessor shall be given wrillen notice 01 such assignment
and assumption. Any such assignment shall not, In any way. allect or limit the liability 01 lessee under Ihe terms 01 Ihls lease even il alter such
assignment or subletting the terms of this Lease are materially changed or altered without the consent of lessee, Ihe consent of whom shall not be
necessary. '
12.3 Tenn. and Condition. Appflcable to Aulgnment and SublettIng,
(a) Regardless of Lessor's consent, no assignment or subletting shall release Lessee 01 lessee's obligations hereunder or alter the primary
lIabllily 01 Lessee to pay the rent and other sums due Lessor hereunder Including lessee's Share of Operating Expense Increase, and to perform all
other obligations 10 be performed by lessee hereunder.
(b) Lessor may accept rent from any person other than Lessee pending approval or disapproval 01 such assignment.
(c) Neither a delay In the approval or disapproval of such assignment or sublelUng, nor Ihe acceptance 01 renl, shall constitute a waiver or
estoppel of lessor's right tp exercise Its remedies for the breach of any of the terms or conditions of this paragraph 12 or this lease.
(d) If lessee's obligations under this lease have been guaranteed by third parties, then an assignment or sublease, and Lessor's consent
thereto,shall not be effectIve unless said guarantors give their written consent to such sublease and the terms thereof.
Ie) The consent by lessor to any assignment or subletting shall not constitute a consent to any subsequent asslgnmenl or subletting by lessee
or to any subsequent or successive assignment or subletting by Ihe sublessee. However,lessor may coosentto subsequent suble"lngs and assignments
of the sublease or any amendments or modifications Ihereto wilhoul notilylng lessee or anyone else liable on the lease or sublease and without obtaining
their consent and such actIon shall not relieve such persons Irom liability under this lease or said sublease; however, such persons shall not be
responsible to the extent any such amendment or modllicallon enlarges or Increa,es the oblIgatIons of the Lessee or sublessee under this Lease or
8Uch sublease.
(I) In the event 01 any delault under this Lease, Lessor may proceed directly against Lessee, any guarantors or anyone else responsible for
the performance 01 this Lease, Including the sublessee, without first exhausting lessor's remedies agaltst any other person or enlily responsible
therelor to Lessor, or any security held by Lessor or Lessee.
(g) Lessor's written consent to any assignment or subletting of Ihe Premises by lessee shall not constitute an acRnowiedgemenlthat no default
then exists under this lease 01 the obligations to be performed by lessee nor shall such consent be deemed a waiver 01 any.hen existIng default,
øcept as may be otherwise stated by lessor at the lime.
(h) The discovery 01 the lactthat any financial statemenl relied upon by lessor In giving Its consent to all assignment or subletting ..
materially false shall, at Lessor's election, render lttssor's said consent null and void.
12.4 AddItIonaI18nn1 and Conditions Appllcablè to Subletting. Regardless of Lessor's consent, the fallowing terms and conditions shall apply to any
IUblettlng by lessee 01 all or any part of the Premises and shall be deemed Included III all subleases under this Lease whether or not expresslY
Incorporated therein:
(a) lessee hereby assigns and translers to lessor all of Lessee's Inlerestln all renlals and Income arising from any sublease heretolore or
herealter made by lessee, and lessor may collect such renpnd Income and apply same toward lessee's obligations under this lease; provided,
however, that until a delault shall occur In the performance on.essee's obligations under Ihis lease,lessee may receive. collect and enloy the rents
accruing under such sublease. lessor shall not, by reason of this or any other assignment of such sub1ease 10 lessor nor by reason of the collection of
the renls Irom a sublessee, be deemed liable to Ihe sublessee lor any lallure 01 lessee to perlorm and comply with any of lessee's obligations to such
sublessee under such sublease. lessee hereby Irrevocably authorizes and directs any such sublessee, upon receipt of a wrillen notice Irom lessor
stating Ihal a delault exists in Ihe performance 01 lessee's obligations under Ihis lease, to pay to lessor Ihe renls due and 10 become due under the
sublease lessee agrees~hal such sublessee shall have the rlghlto rely ullon any such slatement and requesl from lessor, and thai such sublessee shall
pay such renls to lessor without any obligation or right 10 Inquire as 10 whelher such delault exlsls and nolwithslanding any rootiee Irom or claim from
lessee 10 Ihe contrary. lessee shall have no rig hi or claim agalnsl said sublessee or lessor for any such rents so paid by said sublessee to lessor.
Ib) No suble83e enlered Inlo by lesse. shall be e"ecllve unless and until II has been approved In writing by lessor. In enlering inlo any suble2se,
lessee shall use only such lorm of sublassee lis Is satlsfaclory to lessor, and once approved by lessor, such sublease shall nol be changed or modified
wilhoullessor's prior written consenl. Any sublease shall, by reason 01 enlering Inlo a sublease under Ihls lease, be deemed, for Ihe benefit 01 lessor,
to have assumed and agreed to conform and comply with each and every obligation herein 10 be perlormed by lessee olher than such obligations as
are contrary to or Inconsislenl with provisions contained In a sublease 10 which lessor has expressly consented In writing.
(c) In the event lessee shall default in Ihe perlormance of lis obligations under this lease, Lessor at Its option and without any obligation to
do so, may require any sublessee to allorn to lessor, In which event lessor shall undertake the obligations of lessee under such sublease from the
lime of the exercise of said option to the termination 01 such sublease: provided, however, lessor shall not be liable lor any prepaid rents or security
deposit paid by such sublessee to lessee or lor any other prior delaults of lessee under such sublease. '
(d) No sublessee shaillurther assign or sublet all or any part 01 the Premises without lessor's prior written consent.
(e) With respect to any subletting to which lessor has consented, lessor agrees 10 deliver a copy of any notice 01 default by Lessee to the
sublessee. Such sublessee shall have the right to cure a delault of lessee within three (3) days after service 01 said notice 01 defaultlJpon such sub-
lessee, and the sublessee shall have a right of reimbursement and offset from and against Lessee for any such defaults cured by the sublessee.
12.5 L88IOr'. Expen.... In the event lessee shall assign or sublet the Premises or request the consent of lessor to any asslgnmenl or subletting
or if lessee shall requeslthe consenl 01 lessor lor any act lessee proposes to do then Lessee shall pay Lessor's reasonable cosls and expenses
Incurred In connection therewith, Including attorneys: architects: engineers' or other consultanls' fees.
t2.6 Condition. to Connnt.lessor reserves Ihe righlto condition any approval 10 8sslgn or sublel upon Lessor's delerminatlon thai (a) Ihe proposed
assignee or sublessee shall conduct a business on Ihe Premises of a quality substantially equal to Ihat 01 Lossee and conslslenl wilh Ihe general characler'
of the other occupants 01 Ihe OffIce Building ProJect and nolln violation 01 any exclusives or rlghls Ihen held by olher lenanls, and (b) Ihe proposed
assignee or sublessee be alleast as financially respons!~e as Lessee was expected to be allhe time 01 the execution ollhls lease or 01 such assignment
or IUblelllng, whichever Is greater.
tl. Default; Remedies.
13.1 Default. The occurrence 01 any ona or more of the loflowlng events shan constitute a material default of this Lease by Lessee:
(a) The vacation or abandonment 01 the Premise. by Lessee. 'Jacatior. of the F'remlsel shall Include the lallure to occupy lhe Premises lor a
contInuous period of .slxty (60) days or more, whether or not the rent Is paid. ' .
(b) The breach by Lessea of any 01 the covenants, conditions or provisions of peragraphs 7.3(a), (b) or (d) (altaratlons), 12.1 (asslgn",ent or
sublelllng), 13.1(a) (vacation or abandonment), 13.1(e) (Insolvency), 13.1(1) (false statement), 16(a) (estoppel cerlllicale), 30(b) (subordination),
33 (auctions), or 41.1 (easements), all of which are hereby deemed to be material, non-curabla defaults without the necessity of any nollce by lessor to
Lessee thereol.
Cc) The lallure bv lessee to make any payment 01 rent or any other payment required to be made by lessee hereunder, as and when due,
where such lallure shall continue ror a period of Ihree (3t days after written notIce thereol Irom Lessor to lassee. In Ihe event Ihat Lessor serves
les..e with a Nollce 10 Pay Renl or Quit pursuanl to appl cable Unlawful Datalner ..atute. such Notice to Pay Rent or Quit shall also conslilute the
nollce required by this sUbpar3graph.
C 1984 Amerlc8n Industrial Real Estate As8oClatlon
FULL SERVICE-GROSS
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PAGE 8 OF 10 PAGES
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Cd) Th. faIlure by l.s...lo observe or perform any of Ih. covenanl.. condlUons or ~slons of thlsl.... 10 be ob..rved or performed by
L....e other thin those r.'orenced In subparegrephs (b) end (CI' ebove, where such failure shill contInue for a period 01 thirty (30) dlYs 1ft., wrIIIen
notice thereof from lessor to lessee; provided. however.thetl the nature 01 Lessee's noncompliance Is such thai more than thirty (30) dRYs Ir.
relsonlbly required lor lis cure,then Lessee shall not be deemed to be In delaultll Lessee commenced such cure wllhln sAid thirty (301 dlY period end
thereafter diligently pursues such cure to completlon:To the extent permllted by la~ such thirty (30) day notice shall constitute the sole and exclusive
notice required to be given to Lessee under applicable Unlawful Detainer statutes.
(el (I) The making by Lessee 01 any generat arrangement or generelasslgnment lor the benefit 01 creditors; (II) Lessee becoming a "debtor" as
defined in 11 U.S.C. §101 or any successor statute thereto (unless, In the cese 01 a petItIon flied against Lessee, the same Is dismissed within sixty (60)
days; (iii) the appointment 01 a trustee or receiver to take possession of substenllally all of Lessee's assets located al the Premises or 01 Lessee's interest
In this lease, where possession Is not reslored 10 Lessee within thirty (30) days; or (Iv) the attachment, execution or other judicial seizure 01 substantially
all of Lessee's assets located at the Premises or 01 Lessee's Interest In this Lease, where such seizure Is not discharged within Ihlrty (30) days, In the event
thlt Iny provision 01 this paragraph 13.1(e) Is contrlry to any applicable la~ such provision shill be 01 no lorce or effecl.
, (I) The discover; by Lessor that any financial statement given to Lessor by Lessee, or Its successor In Interest or by any guarantor 01 Lessee's
obligation hereunder,'was materially false.
13.2 Aemedln. In the event 01 any material default or breach 01 this Lease by Lessee, Lessor may at any lime thereafter, with or wlthoua notice or
demand and without limiting lessor In the exercise of any right or remedy which Lessor may have by reeson of such delault:
(a) Terminate Lessee's right to possession of the Premises by any lawful means, In which case this Lease and the term hereol shall terminate
Ind Lessee shall Immediately surrender possession of the Premises to Lessor. In such event Lessor shall be entitled to recover Irom Lessee all damages
Incurred by Lessor by reason 01 Lessee's delaullincludlng, but not limited to, the cost of recovering possession 01 the Premises: expenses of relenlng,
Including necessary renovation and alteration of the Premises, reasonable attorneys' fees, and any real estate commission aclually paid; the worth at
the time of award by the court having Jurisdiction thereof of the amount by which the unpaid rent for the belence 01 the term after the time 01 such
Iward exceeds the emount 01 such rental loss for the same period that Lessee proves could be reasonably avoided; that portIon 01 the leasing
commlsslonpeld by lessor pursuentto paragraph 15 applicable to the unexpired term of thlslease.
(b) Maintain Lessee's right to possession In which case this Lease shall continue In effect whether or not Lessee shall have vacated or aban-
doned the Premises. In such event Lessor shall be entitled to enforce all or Lessor's rights and remedies under this Lease, Including the right to recover
the rent as It becomes due hereunder.
(c) Pursue any other remedy now or hereafter available to lessor under the laws or Judlclel decisions of the state wherein the Premises
are loceted. Unpaid Installments of rent end other unpaid monetery obligations of Lessee under the terms of this Lease shell beer Interest Irom the
date due at the maximum rate then allowable by law
13.3 Def8un by lessor, Lessor shall not be In defaun unless Lessor falls to perform obligations required of Lessor within e reasonebletlme, but In
no event later than thlr1y (301 days after wrillen notice by Lessee to Lessor and to the holder of any first mortgage or deed of trust covering the Premises
whose name and address shall have theretofore been furnished to Lessee In writing, specifying wherein Lessor has failed to perlorm such obllgetlon;
provided. however, that If the nature of Lessor's obligation Is such that more than thirty (30) days are required for performance then Lessor shall not
be In default If Lessor commences performance within such 30-day period and thereafter dIlIgently pursues the lIme to completion.
t3.4 Late Charges. lessee hereby acknowledges that late payment by Lessee to Lessor of Base Rent, Lessee's Shere 01 Operetlng Expense
Increase or other sums due hereunder w.lll cause Lessor to Incur costs not contemplated by this Lease, the exect emount of which will be extremely
difficult to ascertain. Such costs Include, but ere notllmlled to, processing end accounting charges, and late charges which may be Imposed on Lessor
by the terms of any mortgage or trust deed covering the Office Building Project. Accordingly, il any Installment of Base Rent, Operating Expense
Increase, or any other sum due from Lessee shall not be received by Lessor or Lessor's designee within ten (10) days after such amount shall be due,
then. without any requirement for notice to Lessee, Lessee shall pay to Lessor a late charge equal to 6~ þf such overdue amount. The pertles hereby
agree thet such lIte charge represents a fair and reasonable esllmate 01 the costs Lessor will Incur by r.lABon of late payment by Lessee. Acceptence
of such lIte cherge by Lessor shall In no event conslilute a welver of Lessee's default with respect to such overdue emount, nor prevent Lessor from
e.erclslng any of the other rights end remedies grented hereunder. , ,
tC, Condemnation. If the Premises or any portion thereof or the Office Building Project are lIken under the power 01 eminent domeln, or sold under
the threet of the exercise of said power (ell of which are herein called "condemnation"), this Lease shall termlneÑ as to the part so taken as of the
dlte the condemning authority takes tItle or possession, whichever Ilrst occurs; provided that If so much of the Premises or the Office Bu.lldlng Project
Ire teken by such condemnetlon as would substantially and adversely affect the operation and profitability 01 Lessee's business conducted from the
Premises, Lessee shall have the option, to be ex'erclsed only In writing within thirty (30) days after Lessor shall have given Lessee wrillen notice of
such taking (or In the ebsence of such notice, within thirty (301 days after Ihe condemning authority shall have taken possession), to terminate this
leese es 01 the date the condemning authorily takes such possession. If Lessee does not terminate this Lease In accordance wilh the foregoing, this
lease shall remain In full lorce and effect asia the portion 01 the Premises remaining, except that the rent and Lessee's Share or Operating Expense
Increase shall be reduced In the proportion that the floor Ilea of the Premises taken bears to the total floor area of the Premises, Common Areas
liken shall be excluded from the Common Areas usable ."...essee and no reduction of rent shall occur with respect thereto or by reason thereol.
lessor shell have the option In Its sole discretion to terminate this Lease as of the taking of possession by the condemning authority, by giving written
notice to Lessee 01 such electIon wllhln thirty (30) days alter receipt 01 notice of a taking by condemnation of any part of the Premises or the OffIce
Building Project. Any ewerd for the taking 01 all or any part 01 the Premises or the Office Building Project under the power of eminent dome In or eny
payment mIdI under threat of the exercise of such power shall be Ihe property of Lessor, whether such award shall be mede as compensation for
dIminution In velue 01 the leesehold or for the taking 01 the fee, or as severance damages; provided, however, that Lessee shall be entitled to eny seperate
awerd for loss of or damege to Lessee's trade fixtures, removable personal property and unamortized tenant Improvements that have been paid for
by lessee. For that purpose th~ cost of such Improvements shall be amortized over the original term of this Lease excluding any options. In the event
thet this Lease Is not terminated by reason of such condemnation, lessor shall to the extent of severance damages received by Lessor In connecllon
with such condemnation, repair any damage to the Premises caused by such condemnation except to the extent that Lessee has been reimbursed
therefor by the condemning authority. lessee shall pay any amount In excess of such severance damages required to complete such repair.
11.IroIe.,.. F..,
(a) The brokers Involved In this transaction are Caldwell Benker Commercial. Aspen Reel ty Inc.
a. "listing broker" and HI A es "cooperallng broke(',
bnsld reel estate broker(s). A "cooperating broker" Is defined as eny broker olher than the IIsling broker entilled 10 a share of any commission
arising under this Leese. Upon execution of this Lease by both parties, Lessor shall pay to said brokers Jolnlly, or In such separate shares asth.,
may mutually designate In writing, a fee as set forth In a separate agreement between Lessor end said broker(sl, or In the ewntthere Is no separat.
agreement between Lessor and said broker(sl, the sum of $ HI A . for brokerage services rendered by said
brok.r(s) to l...or In Ihlstransaction.
(b) Lessor further egrees that (I) If Lessee exercises eny Option, as defined In paragraph 39.1 of this lease, which Is granted to Lessee under
this lease, or eny subsequently grented option which Is substentlelly similar to an Opllon grented to Lessee under this Lease, or (.II) If Lessee ecqulres
Iny rights to the Premises or other premises described In this Lease which are subslentlally similar to what Lessee would have acquired had an Option
herein granted to Lessee been exercised, or (1111 If Lessee remelns In possession of the Premises efter thê expiration of ,Ihe term of this Lease after
having felled to exercise an Option, or (Iv) If said broker(s) ere the procuring cause of any other lease or sale entered Into between the parties
pertelnlng 10 the Premises end/or any adjacent property In which Lessor has an Interesl, or (v) If the Bese Rent Is Increesed, whether by agreement
or operation of an escalation clause contained hereln,then as to any of said transactions or rent Increeses, Lessor shall pay said broker(s) a fee In '
accordance with the schedule of said broker(s) In errect at the time 01 execution of this Lease. Said fee shell be peld at the time such Increased rental
Is determined.
(c) Lessor agrees to pay said fee not only on behalf of Lessor but also on behalf of any person, corporation, asaocletlon, or other entity hIvIng
an ownership Interest In said real property or any pert thereof, when such fee Is due hereunder, Any transferee of Lessor's Interest In Ihls Lease.
whether such transler Is by agreement or by operation of Ie\¥, shall be deemed to have assumed I.essor'sobllgatlon under tJlls paragraph 15. Each
listing and cooperating broker shall be e third perty benefIciary 01 the provisions of this peragreph 16 to the extent of their Interest In any commission
arising under this lease and may enforce thet right directly against Lessor; provided. however. that aU brokers having e right to any part of such total
commissIon shall be a necessary party to eny lull with respect thereto. ' .
(d) Lessee end i.essor each represent and werrant to the other that neither hes had any deanng. with eny person, firm, broker ~r Rnder (other
than the person(s), If eny, whose names ere set forth In paragraph 15(a), above) In connection with tl1e negollellon 01 this Leese end/or the consum-
metlon 01 the transaction contemplated hereby, and no other broker or other person, firm or entity Is enlltled to any commission or linder's fee In
connecllon with said Iransactlon end Lessee and Lessor do each hereby Indemnify and hold the other hermless from and against any costs. expenses,
attorneys' fees or liability for compensallon or charges which mey be clelmed by any such unnamed broker, finder or other similar party by reason
of any dealings or ectlons of the Indemnifying perty,
tl. E8toppeI c.tItIca..,
(a) Eech Plrty (es "responding perty") shell It any lime upon notleslthan ten (10) daYI' prior written nollce from the oth.r pertYJ"requesllnQ
party") e..cute, acknowledge end deliver to the requesting party a Itetemenlln writing (I) certifying thet this leese Is unmodified en In full force
and effect (or, If modified, stating the nelure of such modlflcallon end certifying thatthillalse. a. 8ð modified, II In full force and effect) end the date
~
0 1884 AmerIcan Induetrlal Aeal Eatate Association
FULL SERVICE-GROSS
PAGE 7 OF 10 PAGES
. .
10 which Ihe rent and other cherat' are paid In advance, II any, and (II) acknowledging Ihal Ihere are not, 10 Ihe responding party's knowledge, any
uncured delault. on Ihe part 01 Ihe requesting party, or speclMng such delault. " any are claimed. Any such statement may be conclusively relied
upon by any prospective purchaser or encumbrancer 01 Ihe Offlca Building Project or 01 the business 01 Les.ee.
eb) Allhe reQuisting party's option, Ihe lallure to deliver such stalement within such time shall be a material defaun 01 Ihis Lease by the party
who Is 10 respond. wllhoul any lurthe~ nollce 10 .uch party, or It shall be conclusive upon such party that (I) this Lease is in lull force and e"ecl,
without modification except as may be represented by the requesting party, ell) there are no uncured delaullsln Ihe requesling party'. performance,
and (ill) II Lessor Is the requesting party, not more than one month's rent has been paid In advance.
ec) II Lessor desires to Iinance, relinance, or sell the O"lce Building Project, or any part Ihereol, Lessee hereby agrees 10 deliver to any lender
or purchaser designaled by Lessor such Iinancial slatements 01 Lessee as may be reasonably required by such lender or purchaser. Such slalemenls
shall include the past three e3) years' financial statements 01 Lessee. All such linanclal statements shall be received by Lessor and such lender or
purchaser In conlidence and shall be used only lor the purposes herefn set lorth.
17. L8880r'. LIability. The term "Lessor" as used herein shall mean only the owner or owners, al the time In question, 01 the lee title or a lessee'.
Interest in a ground lease 01 the OUice Building ProlecI, and except as expressly provided In paragraph 15,In the evenl 01 a"y Iransler 01 such title
or Interest, Lessor herein named (and in case 01 any subsequenl translers then the grantor) shall be relieved Irom and aller the dale 01 such Iransler
01 all liability as respects Lessor's obligations therealler 10 be performed, provided thai any lunds In the hands 01 Lessor or Ihe then grantor al the
time 01 such translet, In which Lessee has an Interest, shall be delivered to the grantee. The obllgallons conlalned In Ihls Lease to be perlormed by
lel8Or shall, sublect as aloresald, be binding on Lessor's successors and assigns, only during their respective periods of ownership.
'L8et.,abllllv. Thelnvalldlly 01 any provision 01 this Le.sa.s determined by a çourt 01 competent Jurlsdlcllon shall In no way a"ect the validity 01
Iny other proVIsion hereot.
'1, Interest on Pall-due Obllgatlonl. Excepl as expressly herein provided, any amount due to Lessor not paid when due shall bear Inlerest at the
maximum rate then allowable by law or Judgmenls Irom the dat. due. Payment 01 such Interest shall not excuse or cure any defaull by Lessee
under this Lease; provided, however, Ihal interest shall not be payable on late charges Incurred by Lessee nor on any amounts upon which late
charges are paid by Lessee. '
20. T1me of EsMnc:e. Time Is 01 the essence wIth respect 10 the obligations 10 be perlormed under this Lease.
21. AddItlon8I Rent. All monetary obllgallons 01 Lessee 10 Lessor under Ihelerms 01 this Lease,lnciuding but noilimiled 10 Lessee's Share 01 Operating
Expense Increase and any other expenses payable by Lessee hereunder shall be deemed 10 be renl.
22.lncorpor8tton of PrIor Agreements; Amendments. This Lease contains allagreemenls 01 the parties with respect 10 any mailer mentioned herein.
ND prior or contemporaneous agreement or understanding pertaining 10 any such matter shall be effecllve. This Lease may be modified In writing
only, signed by the parties In'lnlereslal the lime 01 the modilicalion. Except as otherwise slated In this Lease, Lessee hereby acknowledges thai neither
the real eslale broker listed in paragraph 15 hereol nor any cooperating broker on this transacllon nor the Lessor or any employee or agents 01 any
01 said persons has made any oral or written warranties or representations 10 Lessee relallve 10 Ihe condillon or use by lessee ollhe Premises or
Ihe OIIice Building Project and Lessee acknowledges that Les~ee assumes all responsibility regarding the Occupallonal Salety Health Act. Ihe legal
usa and adaptability of Ihe Premises and the compliance thereol with all applicable laws and regulations in e"ecl during the term 01 this Lease.
D.Nollc... Any nollce required or permilled \0 be given hereunder shall be In wriling and may be given by personal delivery or by certified or
registered mall, and shall be deemed su",cleotl, given \I delivered or addressed 10 Lessee or 10 Lessor allhe address noted below or adjacent to the
signature 01 Ihe respective parties, as the ca8e ,nay be. Mailed notices shall be deemed given upon actual receipt allhe address required, or lorty-
eIght hours lollowlng deposll in the mall, postage prepaid, whichever lirsl occurs. Eilher party may by notice 10 the other specily a dmerent address
lor nollce purposes except that upon lessee's taking possession 01 the Premises,lhe Premises shall constItute lessee's address lor notice purposes.
A copy 01 all nollces required or permitted 10 be given to Lessor hereunder shall be concurrenlly Iransmllied 10 such party or parties at such addresses
.. Lessor may from time 10 lime hereafter designate by notice to Lessee. I
24. W81v..... No waiver by Lessor 01 any provision hereol shall be deemed a waiver 01 any other provision hereol or 01 any subsequent breach by
Lessee 01 the same or any other provision. lessor's consent to, or approval 01, any act shall not be deemed to render uhnecessary the obtaining 01
lessor's consent to or approval 01 any subsequent acl by Lessee. The acceptance 01 rent hereunder by Lessor shall not be a wal~er 01 any preceding
breach by Lessee 01 any provision hereol, other than the lailure 01 Lessee 10 pay the particular rent so accepted, regardless 01 Lessor's knowledge
01 such preceding breach al the lime 01 acceptance 01 such renl.
_Recording. Ellher Lessor or Lessee shall, upon r,quest 01 the other, execute, acknowledge and deliver to Ihe other a "short lorm" memorandum
0111111 L.'sa lor recording purposes. ;
.HoIdIng Over. II Lessee, wIth lessor's consent, remains In possession 01 the Premises Ir any part thereol after Ihe expiration 01 Ihe term hereol,
such occupancy shall be a tenancy Irom month 10 month upon ailihe provisions 01 this Lease pertaining to the obligations 01 Lessee, except thai
the rent payable shall be two hundred percent (200%) ollhe rent payable Immediately preceding the lermlnallon dale ollhls Lease. and all Options. If
any, granted under the terms of this Lease shall be deemed le"lnaled and be of no lurther effect during said month to month lenancy.
27. CUmulltlve Remedl... No remedy or elecUon hereunder shall be deemed exclusive but shall, wherever possible, be cumulalive with all other
remedies .t I.w or In equity. , i
28.C0v8nent8 end ConcIftions. E~ provision 01 this Lease performable by Lessee shall be deeme<f both a covenant and a condition.
2I.8IndIng Effect; Cl'lolce of Law. Sublecllo any provisions hereof restrictIng assIgnment or subletting by Lessee and sublecllo Ihe provisions of
peragraph 17, this Leasa "'all bind the parties. their personal representatIves, successors and assigns. This Lease shall be governed by the laws 01
the Siale where the OffIce Building ProJeclls located and any IItigalion concèrnlng this Lease between Ihe parties hereto shall be Initialed In the
county In which Ihe OffIce Building Prolectls Ircated.
ao.lubordIn8tIon.
.
(a) This Leasa, and any Option or right 01 IIrsl relusel granted hereby, al Lessor's option, shall be subordinate to any ground lease, mortgage,
deed ollrust, or any other hypothecation or security now or hereafter placed upon Ihe Office Building Prolecl and 10 any and all advances made on
the securIty Ihereol and 10 all renewals, modifications, consolidations, replacements and extensions thereot. Nolwllhslandlng such subordination,
Lessee's right 10 quiet possession 01 the Premises shall not be disturbed II Lessee is nolln delaull and so long as Lessee shall pay the renland
observe and perform all 01 the provisions 01 this Lease, unless this Lease Is otherwise terminated pursuanllo Its terms. II any mortgagee. Iruslee or
ground lessor shall elecllo have this Lease and any Options granted hereby prior to the lien 01 lis mortgage, deed 01 trust or ground lease, and shall
give wrillen nonce thereof to Lessee, this Lease and such Options shall be deemed prior 10 such mortgage, deed ollrusl or ground lease, whether
this Le.se or such OpUons are dated prior or subsequent to Ihe dale 01 said mortgage, deed 01 Irust or ground lease or the dale 01 recording Ihereol.
(b) lessee .grees 10 execute any documents required 10 effeclu.le an allornmenl, a subordination, or 10 make this Lease or any Option granted
herein prior to Ihellen 01 any mortgage, deed of trust or ground lease, as the case may be, Lessee's lallure to execute such documents within ten (10)
days after written demand shall constItute a material delaull by Lessee hereunder without lùrther notice 10 Lessee or, al Lessor's opllon, Lessor shell
elecule such documents on behall 01 Lessee as lessee.'s allarney-In-Iact. Lessee does hereby make, conslilute and irrevocably appoint Lessor as
lessee's .norney-In-lact.nd In Lessee's name, place and "ead. to execute sùch documents in accordance wllh this paragraph 30(b).
II. A...,....,.' Fe88.
31.1 "ellher party or Ihe broker(s) named herein bring an action to enlorce the terms hereol or declare rights hereunder, the prevailing party In
any such acllon, trlaf or appeal thereon, shan be entilled to his reasonable allorneys' lees to be paid by the losing party as fixed by the court In Ihe .
88me or a separate lull, and whether or not such action 18 pursued to decision or judgment. The provisions 01 this paragraph shall Inure 10 the bems"1
01 the broker named herein who seeks to enlorce e righl hereunder.
31.2 The allorneys' lee award shall not be computed In accordance with anr court lee schedule, but shall be .uch as to fully relmbur.. all
8ItOrneys' ...S reasonably Incurred In good lalth.
31.3 Lessor shall be entItled 1o reasonable attorneys' lees and all other cosls and expenses Incurred In the preparation and service 01 notice 01
dtfeull and consultations in connecllon therewllh, whether or not a legal transaction Is subsequently commenced In çonnectlon with such delault.
82.L8e8cM'e"'" . '
32.1 Lessor and Lessor's agents shall have Ihe right to enter Ihe Premises al reasonable times lor the purpose of inspecUng Ihe same, perlormlng
any services required. 01 Lessor, showing the same to prospective purchasers, lenders. or less.es, laking such salety measures, erecting such
ICIlloldlng or olher necessary slruclures, making such alterations, repalrs,lmprovemenls or eddlUons 10 the Premises or 10 the Ollice Building Proieci
.1 Lessor may reasonably deem necessary or desirable and Ihe erecting, using and maintaining 01 ulililles, services, pipes and conduits through the
Premises and/or other premises as long as there Is no material adverse effect to lessee's use 01 the Premises, Lessor may al any lime place on or
about the Premises or Ihe Building any ordln~ "For Sate" signs and Lessor may al any lime during the last 120 days 01 Ihe term hereol place on
or about Ihe Premlsa. any ordinary "For "'asa' Iltna, '
32.2 Allactlvllies 01 Lessor pursuant to this paragraph shall be wlthoulabalemenl 01 rent, nor shall Lessor have any liability to Les..e lor the same.
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C 1884 AmIrtcan Indullrlal Re" Eltate AuocIaIJon
FULL IElMCE-GROII
PAGE 8 OF 10 PAGES
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32.3 lessor "'all have the rlghllo retain keys 10 the Premises and to unlock all doors In or upon Ihe Premises olher than 10 Illes, vaults and sales,
and In the clle of emergency 10 enter the Premises by any reasonably appropriate means, and any such enlry shall nol be deemed a forceable or
unlawful entry or detainer of the Premises or an eviction. lessee waives any charges for damages or Injuries or interference with Lessee's property
or business In connection therewith. '
33. Auction.. lessee shall not conduct, nor permit to be conducted, either voluntarily or Involuntarily, any auction upon the Premises or the Common
Areas without first having obtained lessor's P,rlor written consenl. Nolwllhslandlng anything 10 the contrary In this lease, lessor shall not be obligated
to ..ercise any standard of reasonableness In determining whether to grant such consenl. The holding of any auction on the Premises or Common
Areas In violation 01 this paragraph shall conslltule a material default of this Lease.
M.IIgn.. Lessee shall not place any sign upon the Premises or the ORlce Building Project without Lessor's prior written consenl. Under no circum-
"Inces shall Le..ee pllce I sign on any roof of the Office Building Project.
35.M.... The voluntary or other surrender of Ihls Lease by Le..ee, or a mutual cancellation thereof, or a termination by Lessor, shall not work a
merger, and shall, at the option of Lessor, terminate all or any existing subtenancies or may, allhe option of Lessor, operate as an asslgnmenllo Lessor
of any or all of ,such subtenancies.
3I.Connnts. Except for paragraphs 33 (auctions) and 34 (signs) hereof, wherever In this Lease the consent of one party Is required to an act 01 the
other party such consenlshall not be unreasonably withheld or delayed.
37. GuI,.nIor.ln the event thai there Is a guarantor of this Lease, said guarantor shall have the same obligations as lessee under this lease.
38.QuI81 Po....slon. Upon Lellee paying the rent for the Premises and observing and performing all of the covenants, condillons and provisions on
lessee's part to be observed and performed hereunder, Lessee shall hive quiet possession of the Premises for the entire term hereof subject to all
of the provisions of this Lease. The Individuals executing this Lease on behalf of Lessor represent and warrant to Lessee that they are fully authorized
and legally capable of executing this Lease on behalf of Lessor and thai such execution Is binding upon all parties holding an ownership Interest
fn the Office Building Project.
31. 0pII0nt.
39.1 Definition. As used In this paragraph the word "Option" has the following meaning: (1) the right or option to extend the term of this Lease or
10 renew this Lease or 10 exlend or renew any lease Ihat Lessee has on olher property of Lessor; (211he option of right of first refusal 10 lease the
Premises or the right of IIrsl oRer to tease the Premises or Ihe right of flrsl rerusallo lease olher space within the Office Building Project or other
property of Lessor or the right of first after to lease other space within the Office Building Pro/eel or other property 01 Lessor; (3) the right or option to
purchase the Premises or the Office Building Project, or the right of first refusal 10 purchase the Premises or the ORice Building Project or the right
of IIrst after to purchase the Premises or the Ollice Building Project, or the right or option to purchase other property of Lessor, or the right of first
refusal to purchase other property of Lessor or the right of first oRer to purchase other property of Lessor.
39.2 OptIon. Perlonal. Each Option granted to Lessee in this Lease Is personal to the original Lessee and may be e.erclsed only by the original
Lessee while occupying 'he Premises who does so without the Intent or thereafter assigning this Lease or subletting the Premises or any portion
thereof, and may nol be e.erclsed or be assigned, voluntarily or Involuntarily, by or to any person or entity other than Lessee; provided, however. that
an Option may be e.erclsed by or assigned to any Lessee Affiliate as defined In paragraph 12.2 of this Lease. The Options, If any. herein granted to
Lessee are not assignable separate and apart from this Lease, nor may any Option be separated from this Lease In any manner, either by reservation
or otherwise.
39.3 Mulllple Option.. In the event thai Lenee has any multiple options 10 extend or renew Ihls Lease a later option cannot be exercised unless
the prior option to extend or renew Ihle Lease has been sO exercised. II
39.4 Etr8ct of D8f8u1l on Option..
(al Lessee shall have no right to ex"clse an Option, notwithstanding any provision In the grant of Option to the cof\trary, (II during the Ume
commencing from the date Lessor gives to Lessee a notice of default pursuant to paragraph 13.1 (cl or 13.1 (dl and continuing until the noncompliance
alleged In said notice of default Is cured, or (III during the period of Ume commencing on Ihe day after a monetarY obligation to Lessor Is due from
Lessee and unpaid (without any necessity for notice thereof to Lessee) and continuing until the obligation Is paid, Or (1111 In the event that Lessor has
given to Lessee three or more notices of default. under paragraph 13.1(cl, or paragraph 13.1(dl, whether or not the defaults are cured, during the 12
month period 01 time Immediately prior to the time that lessee attempts to exercise the subject Option, (Iv) If Lessee has committed any non-curable
breach, Including without limitation those described In paragraph 13.1(bl, or Is otherwise In derault of any of the terms, covenants or conditions of
this Lease.
(bl The period of time within which an Option may be exercised shall nol be extended or enlarged by reason of Lessee's Inability to exercise
an Option beCluse of the provisions of paragraph 39.4(a). t
(clAIi rights of Lessee under the provisions of an ;ttlon shailierminate and be of no further force or eRect, notwithstanding Lessee's due
and timely exercise of the Option, If, after such exercise and during the term of this lease, (II Lessee falls 10 pay to Lessor a monetary obligation of
Lessee for a period of thirty (30) days after such obligation becomes due (without any necessity or Lessor to give notice thereof to Lessee), or
(III Lessee falls to com",ence to cure a derault specified In paragraph 13.1(d) within thirty (301 days after the date that Lessor gives notice to Lessee
01 such default andlor Lessee falls thereafter to diligently prosecute said cure to completion, or (III) Lessor gives to Lessee three or more notices of
default under paragraph 13.1(cl. or paragraph 13.1(d), whether or not the defaults are curedJ or (Iv) If Lessee has committed any non-curable breach.
Including without limitation th~ described In paragraph 13.1(bl, or Is otherwise In default Of any of the terms, covenants and conditions of this Lease.
ttO.8IcurIty "".ures-lessor'. Rnervlllon..
40.1 Lessee hereby acknowledgeslhat Lessor shall have no obligation whatsoever to provide guard service or other security measures for the
benefit of Ihe Premises or the OffIce Building Project. Lessee assumes all responsibility for the protection of Lessee, Its agents, and Invltees and the
property of Lessee and of Lessee's agents and Invltees from acts of third parties. Nothing herein contained shall prevent Lessor, at Lessor's sole
option, from providing security protection for the Office Building Project or any part thereof, In which event the cost thereof shall be Included within
the definition of Operating Expenses, as set forth In paragraph 4.2(bl.
40.2 Lessor shall have the following rights:
(a) To change the name, addrell or tllle of the OffIce Building Project or building In which the Premises are located upon not lesslhan 90
days prior wrIIIen notice;
(b) To, at Lessee's expense, provide and Install Building standard graphics on the door of the Premises and such portions of Ihe Common
Areas 8sleasor shill reasonably deem appropriate; ,
(c) To permIt any lenee the exclusive rlghlto conduct any buslnell as fong 88 such exclusive does not connlct with any rights expressly
given herem; ,
(d) To place such signs, notices or displays as Lessor reasonably deems nectl88fY or advlseble upon the roof, exterior of the buildings or
the ornce BuIlding Project or on pote signs fn aha Common Areas;
40.3 ....... "'ell nol:
(a) Use a representation (photographic or otherwlae¡ of the Building or the OffIce Building Project or their name(s) In connection with Les...',
bullne..:
(b) SuRer or permit anyone, except In emergen~ to go upon Ihe roof of the Building.
41. bllments.
. 41.1 Lessor reserves 10 Itself the righi, from time to time, 10 grant such easemenls, rights and dedications Ihat Lessor deems necessary or desirable,
end to cluse the recordilion of Parcel Maps and restrictIons, so lona as such easements, rights, dedicatIons, Maps and restrictions do not
unreasonably Interfere with the use of tha Premises by lessee. Lessee shall sign any of the aforementioned documents upon request 01 Lessor and
failure 10 do so shall constItute a malerlal default of this Lease by Lessee without Ihe need for further nollce to Lessee.
41.2 The obstruction of Lessee's vieV'( air, or light by any structure erected In Ihe vicinity ollhe Building, whether by Lessor or third parties, shall
In no wey affecllhls Lease or Impose any lIablaty upon lessor.
a.~.nce Under Protøt.1f at any time a dispute shaD erlse as 10 any amounl or sum of money 10 be paid by one party to the other under the
provisions hereof, the party agalnsl whom lhe obligation 10 pay the money Is asserted shall have Ihe right to make payment "under protest" and such
payment shill not be reglrded as a voluntary payment, end there shall survive Ihe right on the Plrt of said party to Inslilute sull for recovery of such
BUm. If II shill be adjudged thlt there was no legal obllgilion on the part of said party to pay such sum or any part thereof, said party shill be
entitled to recover such sum or so much thereof .slt was nollegally required to pay under the provisions of this Lease.
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CI '" AmerIcan Industrial R.al Estala AsaocIeUon ALL IERVlCE-GR081 -
PAGE . OF 10 PAGES
. "Q.~ " Les..e Is a corporation, trust. or p""eral or limited partnership. Lessee, and each Indlvlc"'.lexecuting this Lease on behall 01 euch
entity represent and wanantthat such Individual I 'y authorized to execute and deliver this Lease on t II olseld entity. II Lessee Is a corporation,
. trust or partnership. Lessee shall. within thirty (-- days aftor execution of this Lease. deliver to Les.... evidence 01 such authority satlsractory
10 Lessor.
44.Confllct. Any conflIct between the printed provisions. Exhibits or Addenda qf this Lea.. and the typewritten or handwrillen provlslons,lIany, ahall
be controlled by the typawrltten or handwritten provisions.
45. No Offer. Preparation of this Lea.. by Lessor or LellOr', aaent and submission of seme to Les..e shill not be deemed an oner to Les..e 10 I....,
"'Ia Le.se shall become binding upon Lessor Ind Les... on1y when fully execuled by both parties.
... Lend. Modillcltion. Le.aee Igreello make such reasonable modilleationsto thl. Le..e as may be reasonably required by an Inlillulional lender
In conneellon with the obtaining or normailinaneing or rennanelna of the OffIce Bulldlna Prolect.
47. Mulllple Parties. II more Ihan one person or enilly I. named a. either Le..or or L....e herein, except .s otherwise expres"y provided herein,
the obligation. or the Lessor or Les..e herein .hall be the joint and several responslbnlly of III persons or entilies named herein as such LellOr or
Le...., respectively.
4I.8Irk L8t18r. this Lea.. Is supplemented by that certaIn Work Le..er of even date executed by Lessor and Le1888, I..ached hereto la exhibit C,
end Incorporated herein by this reference.
............. Attlched.hereto Ire tl18lo1low1", documents which conllttut. I part 01 thll lei":
49.1
Build out to leased space to be billed to City' of Meridian.
Said build out is a separate item outside the authority of
this lease. As agreed In meeting on 12/12/97 at Meridian
City Hall.
I
LESSOR AND LESSEE HAVE CAREFULLY READ At4D REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN AND, BY
EXECunON OF THIS LEASE, SHOW THEIR INFORMED AND VOLUNTARY CONSENT THEFlETO. THE PARTIES HEREBY AGREE THAT. AT THE TIME
THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASON.LE AND EFFECTUATE THE INTENT AND PURPOSE OF
LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.
t
IF THIS LEASE HAS BEEN FILlED IN IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR AnORNEY FOR
HIS APPROVAl, NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL
REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS TO
THE LEGAl SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION
RELATING THERETO: THE PARllES SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN LEGAL
COUNpEL AS TO THE LEGAl AND TAX CONSEQUENCES OF THIS lEASE.
, I
LESSOR
LESSEE.
- _~~~~.n~lon
Tim Muss I
- J:~~
Yarn Chitwood
I'
Center
IV
By
Executed 81
Coldwell Banker Commaraiel
,
~ Dac. 16. 1997
on
Addr...
316 w. BBnnne~. AntcA T~
Addre88
0 1984 Amerle.n Industrial Rell Estat. AlIOClalion
FULL 8ERV1CE-GRO8I
PAGE 10 OF 10 PAGES
For IheI8 Iorm8 write or can 111. American IndullrIII Reel Ellal. Aseoclltlon, 700 South Flower Slrelt. Sull. 800. Los Angelel. CA 900'7. (213) 887-8717.
0 1884 - By American Indullrlll Real Ell8t. As8OCIaIIon. All rIghI8 ,.llrved. No pal! 01111... WOIda may be reproduced In any 101m withoUt permllSlon In WIlling.