HomeMy WebLinkAbout2013/11/19 Item 15 - - � -- ���� ` CITY COUNCIL
� �-� � � ; =-��� AGENDA STATEMENT
,. � � ,
- /.� �`�� CITY OF
� CHULA VISTA
NOVEMBER 19, 2013. Item��
ITEM TITLE: �SOLUTION OF THE CITY COiNCIL OF THE CITY OF
� CHULA VISTA APPROVING A LEASE FOR ADDITIONAL
SPACE FOR THE OTAY RANCH BRANCH LIBRARY
LOCATED AT OTAY RANCH TOWN CENTER AND
APPROPRIATING $110,000 TO THE CALIFORNIA
LIBRARY SERVICES ACT FLTND
SUBNIITTED BY: LIBRARY DIRECTOR �'YIIU"
I'
REVIEWED BY: CITY MANAGER
DEPUTY CITY AGE�.��K �,,
4/STHS VOTE: YES ❑X NO �
SUMiYIARY
As a result of the success of the Otay Ranch Branch Librarv located at Otay Ranch Tow�n
Center, the City of Chula Vista has entered into negotiations «�th GGP-Otay Ranch, LTD,
to add an additional 2000 square foot space to espand library branch sen�ices, under terms
and conditions that conform to the existing lease. Today's action «�ill approve the lease for
additional space.
ENVII20NMENTAL REVIEW
The D'uector of Development Services has reviewed the proposed project for compliance
w�ith the California Environmental Quality Act (CEQA) and has determined that the
project qualifies for a Class 1 categorical exemption pursuant to Section 1�301 (Existing
Facilities) of the State CEQA Guidelines, because the proposal consists of a lease of an
existin� facilirv involving negligible or no expansion of the use beyond that existing at
the time of the lead agency's determination. Thus, no further environmental review is
necessary.
RECOMMENDATION
Council adopts the resolution.
I /S �
NOVEMBER 19, 2013. Item IS
Paee 2 of 3
BOARDS/COMMISSION RECOi�IlV1ENDATION
The Board of Librarv Trustees and the Growrth Management Oversight Committee have
approved the concept of a storefront library in leased premises at the Otay Ranch Town
Center.
DISCUSSION
The Otay Ranch Branch Librarv at Otay Ranch Town Center has operated as a successful
and populaz pm�ate-public partnership since iu opening on April 1�, 2012. Since then,
200,000 visitors have borrowed over 230,000 items from the branch; 1�,000 have
attended programs, w�th an accompanying increase in mall foot traffic and retail business.
The proposed addition is a 2000 squaze foot retail space on an adjacent corner, formerly
occupied by Geppetto's Toy Store. The additional space will pemut expansion of the
library's many populaz community programs includine after school home�vork help and
tutoring, eazly literacy dasses and stor}nimes, communiri� meetings, classes and
workshops, study groups and more, that now crowd into our small 6-person study room �
and the some�vhat limited space created by moving portable shelving. An additional
proposed amenity for the new space is a passport acceptance faciliry. This will give
eastside Chula Vistans a convenient location for passport application, and will 2enerate
revenue to offset the slight increase in staffing costs.
The plan is ro open the space in t��o phases. Starting December L the space w�ll be used
on an intermittent, as-needed basis for special programming and communin� use. This
will permit additional time for communiry fundraising to fully refresh and fumish the
space. In Phase Two, the fully designed and outfitted additional space «�th passport
acceptance capabilin� will open writh the same scheduled hours as the current branch.
Phase Two opening is planned for summer 2014.
We anticipate that approval of the new lease will lead to continued success for the city
and its business partner, and will support this populaz temporary facility until a
permanent full-service library can be built in eastem Chula Vista.
Lease Terms:
The new lease terms aze substantially similaz to the existing lease, as follows:
1. Rent: �1 per yeaz ��th no additional cost "pass-thrus."
2. Term: Through April 2017.
3. Improvements: Ciry tal:es the space in an "as is ' condition. City is responsible
for costs of any space improvements or repair. City commits to "refresh" the
space when the passport center opens.
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NOVEMBER 19, 20li, Item�_
Page 3 of 3
DECISION MAKER CONFLICT
Staff has reviewed the property holdings of the City Council and has found no property
holdings within �00 feet of the boundaries of the pr`operty which is the subject of this
action.
CURRENT YEAR FISCAL IMPACT
The fiscal yeaz 20li/]4 budget includes $110,000 in the Califomia Library Services Act
Fund. These funds are currently budgeted in a capital improvement project. In order to
make these funds available for the Librarv Department to prepare and equip the site for
the public's use, staff recommends the followine budget changes:
• Close the capital improvement project, Automation Advancement and Up2rade
• Appropriate $110,000 to the Supplies and Services category of the Califomia
Library Services Act Fund.
There is no net fiscal impact to the Califomia Library Services Act Fund as a result of
these changes.
ONGOING FISCAL IMPACT
The modifications to the storefront aze one-time costs. It is anticipated that an additional
$68,800 in hourlv support «RIl be needed for the operatine costs associated writh the
additional space and programming. Approximately $30,000 «�ll be offset by increased
revenues resulting in a projected net impact of$38,800. These costs will be incorporated
into the fiscal yeaz 201� baseline budget. As previously reported, the General Fund
continues to reflect a deficit during the forecast period covering fiscal yeazs 2015 to
2018. The forecast indicates that the City should proceed with caution in assuming new
ongoing expenditures as the City's economic condition remains fragile. As reported in
the First Quarter Financial report, discretionarv revenues are improving at a rate that is
better than anticipated, which «�ll help in lowerin2 the projected deficit in the coming
fiscal yeaz.
ATTACHMENTS
Lease between GGP-0tay Ranch, L.P. and Ciry of Chula Vista
Prepared b}c Betry {f'a:nis, Director, Chvla Vism Public Librarv
ls-3
RESOLUTION \'0.2013 -
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING A LEASE FOR ADD[TIONAL
SPACE FOR THE OTAY RANCH BRANCH LIBRARY
LOCATED AT OTAY RANCH TOWN CENTER AND
APPROPRIATING �110;000 TO THE CALIFORN[A LIBRARY
SERVICES ACT FUND
WHEREAS, the Otay Ranch Branch Librarv at Otay Ranch To��m Center has operated as
a successful and populaz private-public partnership since its openine on April 15, 2012; and
VJHEREAS; as a result, the City of Chula Vista has entered into negotiations with GGP- �
Otay Ranch, LTD, ro add an additional 2000 squaze foot space to expand librarv branch sen�ices.
under terms and conditions that conform to the existina lease: and
WIIEREAS, the Board of Library Trustees and the GroNnh Management Oversight
Committee approve the concept of a storefront libran� in leased premises at the Otay Ranch
To�tim Center; and
NOW, THEREFORE, BE IT RESOLVED the Citv Council of the Cit�� of Chula
Vista does hereby approve a lease for additional space for the Otay Ranch Branch Library at
Otay Ranch Town Center in substantially the form presented, �i�ith such minor modifications as
may be required by the City Attome��, a copy of���hich shall be kept on fife ���ith the City Clerk.
BE IT FURTHER RESOLVED by the Ciry Council of the Citv of Chula Vista,
that it approves the following changes in the California Library Services Act Fund fiscal vear
2013/14 budeet:
• Closure of the capital improvement project—Automation Advancement and
Upgrade
• An appropriation of$1 ]0,000 to the Supplies and Services expense categon�
of the California Library Services Act Fund.
Presented bti� Approved as to form b}�
c
Betty Waznis len R. oeins
Libran� Director itv Atto ev
1:Wttomey�FINAL RESOS A,1D ORDINANCES�013\I I 19 13\OTRC leue amendment reso 1 I 19 13 with appropriation.doc
I l/13/2013 221 PM
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THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUNCIL
�
, , \
G etrR. Googins
' }�Attorn
Dated: � � � `� l3
LEASE AGREEMENT
BETWEEN
GGP-OTAY RANCH, L.P. AND
THE CITY OF CHtJLA VISTA
FOR 0407 OTAY RANCH TOWN CENTER
/5-5
�
Otay Ranch Town Center
Ch«la Vista Pirblic Libr�ary
Space No. 0407
TABLE OF CONTENTS
REFERENCE PROVISIONS
ARTICLE AR'CICLE
1 C.eased Premises,Tertn and Use 31 Remedies
2 Original Conswction 32 Successors and Assigns
3 Rental Commencemen[Date 33 Represen[a[ions
4 Rental 34 Waiver
5 Definition of Net Sales 35 Holding O��er
6 Records and Audi[s 36 Interpreta[ion
7 Taxes 37 Advertising and
8 Subordination and Attornment Promotional Service
9 Additional ConsWCtion 38 Quiet Enjo}'men[
10 Condi[ion of Leased Premises 39 Waiver of Redemption
1 I Tenant's Repairs and Maintenance 40 Fees
12 Altera[ions 41 TenanPs Property
13 Fixtures and Personal Property 42 Lease Status
14 Liens 43 Recording
15 laws and Ordinances 44 Force Majeure
16 Em�vonmental Services 45 Conswction of Lease
17 Joint Use Areas and Opereting Expenses 46 Security Deposit
18 Damage to Leased Premises 47 Captions
19 Insurance 48 Severebility
20 Indemnifica[ion 49 Objec[ion to S[atements
21 Assignment, Subletting and SO Liability of Landlord
Ownership 51 No Op[ion
22 Access to Leased Premises 52 Execution of Documents
23 Defaulis by Tenant 53 Corpora[e Tenant
24 Suaender of Leased Premises 54 Prin[ed Provisions
25 Tenant's Conduct of Business 55 En[ire Agreemen[
26 Rules and Regulations 56 No Third-Party Rights
27 Eminent Domain 57 Financial Sta[ements
28 Attomeys'Fees 58 Other Locations
29 Sale of Leased Premises by Landlord 59 7'enanPs Failure
30 Notices 60 Ownership
61 Special Pro��isions
AFFIDAVIT
EXHBITS
EXHIBIT A,A-1 Plans of Leased Premises
EXHIBIT B Site Plan
EXHIBIT C Description of LandlordlTenant Work
' ��'6
Otay Ranch Town Center
THIS LEASE is between GGP-Otay Ranch,L.P.,a Dela��•are limited partnership,("Landlord"),and
THE CITI'OF CHULA VISTA,California("Tenant"). The da[e of this Lease is
20_("Ellective Date"). The Leased Premises are located in the Otay Ranch To�rn Cen[er("Shopping Cen[er")
in the City of Chula Vista,Counry of San Diego,and State of Califomia.
REFERENCE PROVISIONS
The Following references define terms used in the specified Micles and elsewhere in this Lease and shall
be couswed in accordance with the provisions and conditions in this Lease:
I.OI Leased Premises: 0407 Otay Ranch To�rn Cen[er wn[aiuing approximately 2,000 square feet of noor
area and appro�mateh�22'll"lineal fee[o(fron[age.
[AR7'ICLE 1(a)]
1.02 Expiration Date: April 30,2017
[ARTICLE ](b)]
1.03 Pemiitted Use: Onl}'(or the operation of a city librar}•aud passport acceptance(aciGty Tenant shall
no[ use the Leased Premises for any o[her use or purpose whatsoe�•er.
[ARTICLE 1(c)]
1.04 Submittal da[e for preliminary plans: November O1, 2013
[ARTICLE 2(d)]
Submittal date for final plans and specifications: November O1,2013
[ARTICLE 2(d)�
1.05 Beginning Work Date: December Ol,2013
[ARTICLE 2(e)]
1.06 Opening Da[e: December 1, 2013
[ARTICLE 3]
1.07 Minimum Annual Rental:
Rental Commencemen[Date— E�pira[ion Date: $1.00 per��ear
The sum outlined in Reference Pro��ision 1.07 includes an unallocated share of Taxes under
ARTICLE 7 and the Operating Expense Payment under Reference Provision 1.22 aud ARTICLE 17.
Landlord shall allocate such rental in i[s sole discretion. Such allocation shall in no�ray increase the
sum outlined abave.
[ARTICLE 4(a)]
1.08 Pereentage Rate: Not Applicable
[ARTICLE 4(b)]
1.09 Annual Sales Base and Monthly Sales Base: Not applicable .
[ARTICLE 4(b)]
1.10 Address of Landlord:
[ARTICLES 4 and 30]
Landlord's Notice Address Landlord's Pavmen[Address:
GGP-0ta�• Ranch, L.P. GCP-Otay Ranch,L.P.
do Otay Ranch To��'n Center 4898 Collection Cen[er Drive
110 N.�Vacker Dr. Chicugo, IL 60693
Chicago, IL 60606
A[tn: Lan�/Lease Adminis[ra[ion
Depar[men[
�Vith a copy to:
O[av Ranch Town Cen[er
2015 Birch Road; Sui[e 500
Chula Vista, CA 91915
Attn: GeneralDlanager
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Chula Vista Public Lib(ary_O�ay Ranch Toxn Crnter_0407(3)
ionano�3 ic:m �5,�
1.11 Address of Tenanh
[ARTICLE 30]
Notice: Billing:
THE CITS'OF CHULA VISTA THE CITI'OF CHULA YISTA
315 Fourth Avenue 315 Fourth Avenue
Chula Vista,CA 91910 Chula Vista CA 91910
R'i[h a copy[o:
THE CITP OF CHULA VISTA
Cih�Hall, 276 Four[h Avenue
Chuta Vista,CA 91910
Atten[ion: Cih�Attornev
1.12 Additional Gross Leasable Area Annual Rental [ncrease: Not Applicable
[ARTICLE 4(c)]
1.13 Anchor Minimum Annual Rental Increase: Not Applicable
[ART[CLE 4(d)]
1.14 Trade Name: "Chula Vista Public Librarv°
[ARTICLE 25]
1.15 Intentionally Omi[[ed
[ARTICLE 37]
L l6 Initial Assessment Not Applicable
[AR'CICLE 37]
1.17 Preliminary Rent Not Applicable
1.18 Conswction Allow�ance: Not Applicable
[ARTICLE 2]
1.19 Securiry: Not Applicable
[ARTICLE 46]
1.20 Radius: 3 miles
[ARTICLE 58]
L21 Inten[ionally Omitted
1.22 Operating Espenses Payment Not applicable
[ARTICLE 17)
1.23 Not Applicable
1.24 Not Applicable
1.25 Not Applicable
1.26 Not Applicable
1.27 Terrtunation Right: At any[ime after[he last day of[he 36t6 full calendar mon[h of the Term,
Landlord shall have the right to terminate this Lease upon 120 days advance�rritten notice [o
Tenan[.
1.28 Not Applicable
1.29 Not Applicable
130 Not Applicable
131 Not Applicable
L32 Not Applicable
1.33 Not Applicable
1.34 A'ot Applicable
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Chula Visu Public Lib�ary_Otay Ranch Town Center_Pt07(3)
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135 Anchors: An "anchor" for all purposes under this Lease is an}'opera[ion, land,building,store or
business,���he[her occupied or racan[and whether o�rned or leased,�rhich leases or occupies 30,000
square(ee[or more of space in the Shopping Center.
1.36 Intentionall��Omitted
References to articles are for convenience and designate some of the other provisions where references to the
particular Reference Provisions appear. If there is a conflict between a Reference Provision and the other provisions
of this Lease,the former shall control.
R-3
Chula Vista Public Librnry_Omy Ranch Town Cent�6707(3)
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ARTICLE 1 -Leased Premises,Term and Use
(a) landlord leases to Tenant and Tenant[akes from Iandlord in consideration of the covenants and
agreements in this Lease, the premises("Leased Premises")being[hat portion of the building measured to the center
of common walls and the outside faces of exterior walls,on the drawings attached to this Lease and made a part of
this Lease as"EXHIBIT A"and"EhHIBI"C A-l". The Leased Premises shall include corridors and passageways
for the exclusive use of the Leased Premises,columns, stairs,elevators and any construction or equipment located in
the Leased Premises,as well as pipes,conduits, elecVical wires and drainage lines that direcdy serve the Leased
Premises. The Shopping Center includes all buildings, land, improvements, additions,extensions and deletions
which may be made from time to time,and may include adjacen[pareels of land not owned,leased or controlled by
Landlord but which are operated as an integral pan of the Shopping Cen[er. The Leased Premises are described
further in the Reference Provisions. ;°i�°-^^^.°`^°•^^°^0•'�°r e....e., o_e...:...._ :,.a:ae_.,....�.,... .�e,,..._. ...,.e.
. . A mezzanine shall
not be permitted if the Leased Premises are located on an upper level.
EXHIBITS A,A-1 and B are for informational puiposes only, and are not a warranty,representation or agreement
[hat the Leased Prertuses,Shopping Center or other areas will be as shown on the Exhibits, or that other occupants if
shou�n on the Exhibi[s will be in[he Shopping Center. Tenant has not been granted any easements of light, air or
access. �I'ena�t's righ[s are limi[ed to the use and occupancy of the Leased Premises and the license to use the Joint
Use Areas as they may exist from time to time,all subject to the tertns,covenants,conditions and provisions of[his
L,ease.
(b) The tertn of this Lease("Tertn")shall begin on[he °C°�a�.�'�°° Opening Date and end on the Expiration
Date in the Reference Provisions.
(c) The Leased Premises shall be used and occupied only for the Permitted Use in the Reference Provisions,
and for no other use or purpose whatsoevec Unless specifically noted in the Reference Provisions,Tenant does not
have exclusive righ[s[o°^O °°°-°-'�°• '^�—°-^�^^a�°°�-provide any particular services in[he Shopping Center.
ARTICLE 2 -Orieinal Construc[ion
(a) Landlord may make minor changes[o Ihe Leased Premises. Landlord may also make changes,reductions
and additions without res[riction in other areas of lhe Shopping Center(including all Joint Use Areas and all
buildings and other improvements), whe[her the changes are reques[ed by other tenants or deemed desirable by
Landlord.
(b) If ,
��w�thin 36 12 months following[he Effective Date, the Leased Premises has not been delivered to
Tenant by Landlord, this Lease may be[ertninated by ei[her party by notifying the other in writing, within 30 days
[hereaftec Tenant releases Landlord and L.andlord's contractor from any claim (or damages against Landlord or
landlord's contractor for any delay in the da[e on which the Leased Premises shall be ready for delivery to Tenant.
(c) Landlord ahall not be required to perform any work �E:�;a-°°�;�;
eeastt'ae-tien-weFk("Landlord's Work") in the Leased Premises�• �°'^^•�^^°�° °°°--a-^°°°•'•�•'�° r°'-:'-:
Tenant acknowledgea that it has inepected the Leased Premiaea
and is taking the same in "ae-is" condition. All�workontheLeased
Premises shall be done by Tenant,at Tenant's expense("TenanPs Work"), de fuither de f ined in
the Exhibita. Tenant's Work shall include,but not be limited to, the conatruction of the
Leased Premiaea to Tenant' s moet current prototype design and
inatalling atorefront signage that adherea with Landlord aignage
criteria. Refreahing and inatallation of furniture, fixturea
and equipment to be complete upon pasaport acceptance facility
opening within the Leased Premises . ,
The design and installation of inechanical and electrical systems, i f any, shall comply with[he requiremenis
attached and made a part of this Lease as the Exhibits. All signs and electrical work for the signs shall be installed
by Tenant a[Tenanfs expense. They shall be of such character,design,size and at such loca[ions as Landlord may
appro�•e. They shall be in accordance w�th the E�chibits,which is a[tached and made a part of this Lease. Tenant
agrees not to install any signs until Ihey have been approved by Landlord. °°°a''^°�T^°°°•^ ^'-°" °--�-^^•^ •'�^
. If Tenant is prevented from beginning ee�netien Tenant' a Work in the
Chula Vista Public Libmry_Otay Ranch Toun Center_0407(3)
10/14�2013 IG:Ih
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Leased Premises by the Beginning Work Date because of the failure of Landlord to substantially complete
Landlord's Work within the Leased Premises, the Opening Date shall be extended by 1 working day for each
worl:ing day that Tenant is preven[ed. The certification of Landlord's architect that Landlord's Work is substantially
complete and in accordance with Ihe plans and specifications shall be conclusive and binding upon the parties.
(d) Approval of the plans and specifications by Landlord for Tenant' s Wox'k shall not create any
responsibiliry by L.andlord for their accuracy,sufficiency or compliance with laws or rules and regulations. Tenant
sl�all be solely responsible for the auch plans and specifications. When Landlord has approved Tenant's plans and
specifica[ions fox' Tenant' s Woik, Landlord shall retum one set o(approved plans to Tenant. Such
approved plans shall show the date of Landlord's approval and shall be made a part of this Lease as"Exhibit P",
whether or not physically attached hereto.Tenant agrees not to begin Tenant's Work un[il Landlord has approved the
plans and specifications.
(e) Tenant shall begin TenanPs Work by Ihe Beginning Work Date specified in[he Reference Provisions,
proceed u�th i[diligently and complete it in stric[accordance u�th EXHIBIT P. Upon completion of Tenant's Work
Tenant shall provide a certificate fumished by or otherwise sa[isfactory to Landlord from Tenant's conVactor stating
that no asbestos-containing materials or other Hazardous Materials as defined in ARTICLE 15 were used in the
conswction of the Leased Premises. Tenant shall complete the installation of fixtures,trade fixmres,
improvemen[s,equipment s[ock and inventory prior[o the Opening Date.
N07 WI'CHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY,TENANT IS
REQUIRED TO OPEN FOR BUSINESS TO THE PUBLIC IN THE LEASED PREM[SHS ON OR BEFORE THE
OPENING DATE SPECIFIED IN THE REFERENCE PROVISIONS,-"'`'r rcc o cn�icc-rrn�rn r�cr n v ruc
�oc�riTtr nn�rc n�rocirnwr-r-rn no-r�rr r zi��
If Tenant does no[begin Tenant's�Vork by the Beginning Work Date, Landlord shall have the right to terminate dus
Lease by notifying Tenant in writing and providing a cure period,not ro exceed 5 days. Tenant shall pay Iandlord
as liquida[ed damages the cost of any work done by Landlord for Tenant(representing the actual cost plus 15%for
overhead), including, without limitation,elecVical work,plumbing,concrete floor slabs,and heating and air
conditioning equipment and facilities, if any. [f Tenant has not completed Tenant's Work and opened its store for
business to the public by the Opening Date(subjec[to ARTICLE 3), Landlord shall be en[ided (i) [o declare ihe
same a default, and (i i) -1n in addition[o(and not in lieu oQ Landlord's other righu and remedies,Tenant
's�rental shall pay to Landlord, :°� °^'�°�°°°�:a beginning on the Opening Da[e a[che per day
raieof�'�°°-°°�°-�O°'•'-°- "� 1/l0ihofthemonthlyHold Over Rentalretitelas defined in
ARTICLE 3 S . : �•°^—°°• -OT°°°°,'-*":°:^�..-�- n...,....i o,......i .._�:-. c, nnn nn. �,yte perfortnance will
cause Landlord ro incur losses,damages and costs not contemplated under this Lease, the exact amount of which are
exvemely impractical to fix. The costs include, without limitatioq processing and accounting charges. The panies
agree that these late charges are liquidated damages, represent a reasonable estimate of Landlord's costs and
expenses and are fair compensation to Landlord for the loss suffered by Landlord.
ARTICLE 3- Rental Commencement Date
(a) The rental paymen[s shall begin to accrue on the eazlier of the Collowing dares("Rental Commencemen[
Da[e"): (i)the Opening Date;or(ii) [he date on which Tenant shall open the Leased Premises for business[o the
public.
�
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ARTICLE 4- Rental
Tenaut shall pay landlord as rental for the use and occupancy of the Leased Premises,a[[he times and in the
manner provided,the following sums of money per annum without deduction or set-off and without prior demand:
(a) MINI1�9lJM ANNUAL RENTAL: The Minimum Annual Rental shall be payable itrl-�-eqea�meatltFy
ins�allnients in advance, annual ly, apen on or be fore [he Rental Commencement Date
and each aubaequent annivereary of the Rental Commencement Date
during the Term, in the event the Rental Commencement Date does
not occur on the firat day of calendar month, for the second and
each subsequent year during the Term, Minimum Annual Rental
shall be due on the firat day of the calendar month immediately
following the anniversary of the Rental Commencement Date. Is�a�-e€
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Chula Vis�a Public Libiary_Otay Ranch Town Center_0407(3)
10/1420i3 IG:Ih /�//
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T�..:.,,e_e_. _�,,,n�.. a......,., .,.�.. ..aa:. ,..,.., _._.,,� p��rental provided for in tltis Lease shall be paid to Landlord at
the address in[he Reference Provisions or to another payee or address Ihat Landlord designates.
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(e) If rental is not paid within 10 days af[er it is due,Tenant shall also
pay Landlord,as liquidated darnages,a late payment fee equal to the greater oF S 100.00 or 5%of the delinquent
rental for each and every mon[h,or part of every month that the ren[al remains unpaid. The fee shall no[exwse
Tenant from the timely payment of rental. If Landlord receives 2 or more checks from Tenant which are re[umed by
Chula Vista Poblic Liblary_Otay Ranch Town Crnter_0407(3)
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Tenant's banh for insufficient funds,Tenant agrees that all fumre checks shall be either bank certified,cashiers'or
treasurers'checks. All bank service chazges resulting from bad checks shall be bome by Tenant.
(� ,Tenant shall pay,as additional rental,all sums of money required
to be paid pursuant to.°oTr�, c ���.��n _...........�o.......n , r,-......� �TICLE 16(Environmental Services),k�
���:...r�... ._..... ....,,�,_.._...:.,,, �...,_.,,.e_� and all other sums of money or charges required to be paid by Tenant
under this Lease(collectively referred to in this Lease as "additional rental"). All amounts shall be paid to
Landlord's Payment Address as shown in Reference Provision I.10. If the amounts or charges are no[paid at the
time provided in this Lease, they shall nevenheless be collectible as additional rental��•� ��°°°°• :°�•°"—°°•�O
,but nothing in Q�is L.ease shall be deemed [o suspend or delay the payment of
any amount of money or charge at the time it becomes due and payable or to limit any other remedy of Landlord.
All amounts of Minimum Annual Rental and additional rental payable in a given month(also collectively referred to
in this Lease as"ren[" or"rental")shall be deemed to be a single rental obligation, and shall survive the expiration of
the I erm or the earlier termination of this Lease. My paymen[by Tenan[or accep[ance by Landlord of a lesser
amount than shall be due from Tenan[to Landlord at the[ime of such payment shall be treated as a paymen[on
account. The acceptance by Landlord of a check for a lesser amount with an endorsemen[or statement thereon,or
any le[ter accompanying such check stating that such lesser amount is payment in full shall be given no et7ec[,and
landlord may accept such check on account without prejudice ro any other rights or remedies which Landlord may
have against Tenant.
�U2TICLE 5- Definition o(Net Sales
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ARTICLE 6-Records and Audi[s
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ARTICLE 7-Tases
(a) (�)
, Taxea shall include ali real
property taces and assessments wluch may be levied or assessed against the retail ponion of the Shopping Cen[er
during the Tertn by any lawful authoriry for each calendar yeaz. Tendnt' a proportionate ahare
of Taxes ahall be included in Minimum Annual Rental and aubject
to Landlord' e allocation righta as provided in Reference
Provieion 1 . 07 of thie Lease. Accordingly, Tenant ahall have no
exprese or implied right to examine, inapect or audit Landlord' s
records pertaining to Taxea . :°�' .a:°° ...:•��...,:—:.°.:�° °O �---°:.:--°°° a°r°°a �°��...
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.�.RTICLE 8 -Subordination and Attornmen[
(a) Tenant's rights shall be subordinate to the interest of any ground lessor and to the lien of any mortgage or
deed of Ws[in force or later placed against the Shopping Cen[er,upon any building placed later upon the Shopping
Center and to all advances made upon the security thereof. No ground lessor nor the mortgagee or beneficiary
named in the mortgage or trust deed shall dis[urb TenanPs peaceable possession of the Leased Premises if Tenant is
not in default under this Lease. Any mortgagee or beneficiary of Landlord may,at its option,subordinate its
mongage or trust deed to this Lease. This ARTICLE 8(a) is self-operative,and no further documentation of
TenanPs subordination and a[tornmen[is required; however,Tenant shall exewte any subordination agreement
requested by Landlord,any mortgagor or beneficiary of Landlord upon written request. Tenant shall accept
perfortnance of any of Iandbrd's obligations hereunder by any mortgagee or beneficiary of Landlord.
(b) [f any proceedings are brought for foreclosure,or if the power of sale under any mortgage,deed of vust or
deed to secure debt made by Landlord covering the Leased Premises is exercised,Tenant shall attom ro Ihe
purchaser upon the foreclosure or sale and recognize the purchaser as the Landlord under this Lease.
(c) Landlord covenants that it is or will be a party to a certain agreement or agreements with the anchors in[he
Shopping Center(the"AereemenP'),which may be amended From time ro time. T'-° "°_°°—°°•��°" °�•°_°°°°•
T�i.....c_.........:.....�.� � ,..._,.a o_e..,:..e_ c„_.�.e....... ,.,,. o�»�. :.. o,.v,._.._..., o _. : �,. m This Lease is subject
and subordinate to the Agreement and any amendments to or modifications of the Agreement provided
that the Agreement shall not prevent Tenant from using the
Leased Premises for the purpose aet forth in Reference Provision
1 . 03, change the economic terms hereof or materially affect
Tenant' s rights, increase Tenant' s obligationa, or reduce
Landlord' s obligations hereunder.
(d) Tenant agrees ro make such reasonable modifications to this Lease as may be reasonably required in
connection with the obtaining of financing or refinancing of the Shopping Cen[er or any portion thereof or interest
[herein,so long as such modifica[ions do not change the economic tertns hereof or materially af'Fect Tenant's righ[s,
increase Tenant's obligations,or reduce Landlord's obligations hereunder.
ARTICLE 9-Additional Construc[ion
��,
Landlord reserves the right at any time to make alterations or additions to,subdiride,change the building
dimensions and s[orefron[lines,build additional stories on the building in which the Leased Premises are contained
or on any other building or buildings in the Shopping Center,and ro build adjoining the Shopping Center. landlord
also reserves the right at any time to construct other buildings, sWCtures or impro�•ements including,but not limi[ed
to,sudace,eleva[ed or double-deck parking facilities and to erec[temporary scaffolds and other aids to conswction.
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ARTICLE 10-Condition of Leased Premises
Tenant's tal:ing possession of the Leased Premises shall be conclusive e��idence of Tenant's acceptance of Ihe Leased
Premises in good order and satisfactory condition and"as-is",including paten[and latent defects. Tenant agrees that
no representations about the condi[ion of the Leased Premises,nor promises to decorate,alter, repair or improve the
LeasedPremises [except as expresely provided for in ARTICLE 2 (c) and
Exhibi t C] have been made by Landlord or its agents to Tenant. Tenant also agrees that no representations
have been made to Tenant that any o[her tenants will lease space in[he Shopping Cen[er nor have any promises been
made that Tenant has the esclusive righ[to sell any merchandise,goods or sen•ices. Tenant hereby waives any
implied warranties, including but not limited to fitness, sui[ability and habitability.
ARTICLE 11 -Reoairs and Dlaintenance
Landlord shall be responsible for all structural repairs to the Leased Premises inc ludinq pipea,
ducts, mains or conduits that may pasa through the Leased
Premiaea, but which aerve various tenants, the underground and
otherwiae concealed plumbing which doea not excluaively aerve
the Leased Premises, the roof over the Leased Premiaea and the
dz'ainagE ey8tem. Landlord shall not be responsible for damage or personal injury caused by any defects
or other conditions,or the consequences thereof,except in the case of Landlord's willful misconduc[. Landlord shall
not be liable[o Tenant for any damage to merehandise,trade fix[ures or personal property of Tenan[in the Leased
Premises, including without limitation damage by water leakage,seepage,wa[er discharge from a sprinkler system
or water damage caused by leakage from other occupants. Beginning on the date Tenant takes possession of the
Leased Premises,Tenant shall be liable for the repairs,replacements and maintenance of the interior,
non-atructural portiona of the Leased Premises,except those for which Landlord is
respoasible under this ARTICLE 11. Tenant shall keep the Leased Premises in good order and repair,clean,
sanitary and safe and shall notify Landlord, in wri[ing,prior[o beginning any repaic The notice shall specify the
repair work[o be performed. Tenant's repairs,replacements and maintenance obligations shall include,but not be
limi[ed[o, its heating and cooling equipment;other equipment; fixtures; improvements; floor covering; Ihe ex[erior
and interior portions of all doors,door locks, securiry gates.and windows; plumbing and sewage facilities which are
not Landlord's obligation: walls;ceilings; and plate glass. 1'enant shall be solely responsible for maintenance and
repair cosu relaced to the Leased Premises. Tenant agrees to keep the interior of the Leased Prertuses in a clean and
sightly appearance. If Tenan[refuses or neglects to make repairs or maintain the Leased Premises,in a manner
reasonably sa[isFactory to Landlord, Landlord shall have the right,upon giving Tenant reasonab(e written notice,[o
make the repairs or perform the maintenance on behalf of Tenant. Tenant shall reimburse Landlord prompdy upon
receipt of a bill.
T°°°°•°• '°°-•�°°°° -- � . °°-° Landlord has no obliga[ion to do work which Landlord is not expressly required
to pedorm under this Lease or which,under Ihis Lease,Tenant is required to perfortn. The pedormance of that
work by Landlord shall not constimte a waiver of TenanPs default.
�U2TICLE 12 -Alterations
Tenant shall not make any swctural,electrical, storefront,exterior, major interior or mechanical alterations to the
Leased Premises withou[obtaining the written consent of Landlord. Tenant shall not in[edere with any work in the
Shopping Center,and shall not cause the closing, in[ertup[ion or impairmen[of Tenan['s normal conduct of business.
All al[erations,additions, improvemen[s and TenanPs\Vork shall become,upon expiration of the Term,or Ihe earlier
termination of[his Lease,the property of Landlord without any paymen[by Landlord. All such work by Tenant
shall be made under the supervision of a competent architect or competent licensed structurel engineer and shall be
in accordance with plans and specifications approved in wri[ing by Landlord before the start of the work. Landlord's
approval of 7 enant's plans and specifications shall not create a responsibility or liabili[y of Landbrd for their
accuracy,sufficiency oncompliance with laws or rules and regulations. The work shall be in accordance with
necessary govemmental'approvals and permits. Tenant shall ob[ain approvals and permits at its sole expense. The
work shall be done in"a good and workmanlike manner and diligendy prosecuted to completion. The Leased
Premises shall at all;times be a complete unit ezcep[during[he perfortnance of work. Work done by Tenan[without
Landlord's consen[shall be remmed to its original condi[ion. at TenanPs expense,upon request by Landlord.
�+.RTICLE 13 - Fictures and Personal Prooerh•
Trade fixmres,signs and other personal property of Tenan[not permanently affixed[o the Leased Premises shall
remain the property of Tenant. Tenant shall have[he right,provided Tenant is not in default,to remove i[s Vade
fixtures,signs and other personal property. Tenan[shall no[however,during the Tertn,render the Leased Premises
unsuitable (or conducting the type of business specified in Reference Provision 1.03 by removing personal property
unless Tenant immediately replaces it with personal property of comparable or better quality. Tenant,at its expense,
shall immediately repair damage to Ihe Leased Premises caused by the removal of such Vade fixwres,signs and
other personal property. Upon the expiretion or earlier termina[ion of[his Lease,Tenant shall leave the Leased
Premises in a neat and clean condition, Gee of debris. All trade fixtures,signs,and olher personal property installed
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in or to[he Leased Premises by Tenant must be new or like new when installed or a[tached. Tenant shall pay before
delinquency all taxes, assessments, license fees and public charges levied, assessed or imposed upon its business
operation in[he Leased Prertuses as well as upon its trade fixtures. leasehofd improvements(including but not
limited to merchandise and other personal property in,on or upon the Leased Premises). If Tenant's propetty is
assessed with Landlord's property, the assessment shall be equitably divided between Landlord and Tenant.
Landlord shall determine the basis of prorating the assessments and that determination shall be binding. No taxes,
assessments, fees or charges referred to in this ARTICLE 13 shall be considered Propetty Taxes under ARTICLE 7.
'Cenan['s obligation to perfortn the provisions of this ARTICLE 13 shall survive[he Expiration Date or[he earlier
termination of this Lease. �
ARTICLE 14-Liens
Tenant shall not pertnit a lien or claim ro attach to the Leased Premises and shall promptly cause the lien or claim[o
be released. If Tenant contests the lien or claim,Tenant shall indemnify Landlord and, if requested,deposit with
Landlord a cash or surety bond in a form and with a company sa[isfactory to Landlord in an amoun[equal to twice
�he amount of the contes[ed lien or claim [f Tenant shall fail to cause a lien to be discharged or bonded,within ]0
days afrer being notified of ihe filing of the lieq in addition to any other right or remedy, Landlord may discharge
[he lien by paying Ihe amount claimed to be due. The amount paid by Landlord, together with interest at the[nterest
Rate and all costs and espenses, including reasonable attorneys' fees incurred by Landlord,shall be due and payable
by Tenant to Landlord as additional rental on the 1 st day of the next following month. Tenant shall immediately
give Landlord wri[ten no[ice of the recording oF a lien against[he Leased Premises or the Shopping Cen[er arising
out of work done by or at the direction of Tenant.
ARTICLE 15- La�r�s and Ordinances
(a) Tenant shall comply wi[h all laws,ordinances,codes,orders and regulations affecting the construction,use.
occupancy,altera[ion, cleanliness,safety and operation of the Leased Premises, which are in force now or later.
Tenant shall comply with the regulations,requirements and recommenda[ions of any insurance undenvri[er,
inspection bureau or similar agency. Tenant shall notify Landlord if Tenant has received notice of,or has
knowledge of any condition or occurrence[hat might result in liability to Landlord. Tenant shall give Landlord.
upon Landlord's request, information regarding the environmental condition of the Leased Premises so Iandlord can
determine if Landlord must comply wi[h any rule,regulation,order,act, law or sta[ute pertaining[o[he
eovironmental condi[ion of the Leased Premises or[he Shopping Cen[er,and£or Landlord to accurately complete a
form or otherwise provide information required under any rule, regulation,order,act, law or statute. Tenant shall
permit Landlord[o comply with those recommendations and requirements. In addition,Tenant agrees to comply, [o
the extent[ha[the same may be applicable to the Leased Premises and as same may be amended from time to time,
with the standards and requirements of the Williams-Steiger Act(PL91-S96),I:nown as[he"Ocwpa[ional SaCety
and Health Act of 1970;'notwithstanding the fac[tha[Tenan[may othenvise be exemp[ed from the provisions of
said Act,and the Amencans with Disabilities Act of 1990.
(b) Tenant shall not: (i)permit an immoral prac[ice in the Leased Premises: (ii)use or allow[he Leased
Premises to be used or occupied in a manner that migh[invalidate or increase the ra[e of or make inoperative an
insurance policy camed on the Leased Premises or on propeny,buildings or improvemen[s in the Shopping Center;
(iii)keep,use or permit in the Leased Premises inflammable fluids or explosives without the prior written
pertnission of L,andlord,or engage in hazardous activities; (iv)use the Leased Premises for a purpose which might
create a nuisance or injure[he reputation of the Leased Premises or the Shopping Center;(v)deface or injure the
L eased Premises or any portion of the Shopping Center, (vi)overload the floors: (vii)commit or suffer was[e: (�•iii)
install elecvical equipment[ha[overloads lines; or(ix) conduct any sampling,tes[ing,or drilling[o loca[e any
Hazardous Material without Landlord's prior writren approval. Tenant shall,upon demand, reimburse Landlord for
exva premiums caused by Tenant's use or occupancy of the Leased Premises,whe[her or not Landlord has
consented[o[he use and occupancy. A schedule issued by the organization making the insurance rates on the
Leased Premises,showing the componen[s of the rates, shall be conclusive evidence oF the items and charges which
make up the hazard and other insurance rates on ihe Leased Premises. Tenan[shall,at Tenant's expense, make from
time ro time whate�•er changes are necessary to comply with the requirements of the insurance inspec[ors,
underwriters and govemmental authorities in connection with electrical and fire prevention systems and equipmen[.
(c) Tenant shall not have a claim against Landlord,and L.andlord shall not be liable for damages,demands,
expenses, fees, fines,penalties, suits,proceedings, claims, actions and causes of action arising out of or in any way
connected with Tenant's use or occupancy of the Leased Premises, if the use or occupancy is prohibited or
substantially impaired by any law,ordinance, regula[ion or by legal,govemmental or o[her public authority.
(d) 'Cenant shall not cause o�permit any Hazardous Dlaterial (defined below)to be brought upon,Vansported
through,stored, kept,used,discharged or disposed in or about the Leased Premises or Ihe Shopping Center
(collectively"Property")by Tenant, i[s agen[s,employees or contracrors. Tenant shall no[ify Landlord immediately
of the presence of or disposal of Hazardous Material on or neaz the Leased Premises,and of any no[ice by a party
alleging the presence of Hazardous Material on or near the Leased Premises. However,Hazardous Materials
brought upon, transported,used, kept or stored in or abwt the Property which is necessary for Tenan[ro operate its
business for the use permi[ted under Reference Provision 1.03 of this Lease shall be brought upon,Vansported,used,
kept and stored only in the quantities necessary for the usual and customary opera[ion of TenanPs business and in a
manner that complies with: (i)all laws,rules,regulalions, ordinances,codes or any other govemmental resviction or
requirement of all federal,state and local govemmental authorities having jurisdiction and regulating the Hazardous
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Material:(ii)permits(which Tenant shall obtain prior to bringing the Hazardous Material in,on or about the
Property) issued for the Hazardous Material; and(iii)all producers'and manufacturers'instructions and
recommendations, ro the extent[hey are s[ricter than laws, rules,regula[ions,ordinances,codes or perrtn[s. If
Tenant, its agents,employees or contraclors, in any way breaches the obligations in the preceding sentence;or if[he
presence of Huardous Ma[erial on the Property caused or permitted by Tenant results in the release or threa[ened
release of Hazardous Ma[erial on, from or under the Property:or if the presence on, from or under the Property of
Hazardous Marerial othenvise arises out of the operetion of TenanPs business then,without limitation of any other
righ[s or remedies available to Landlord under this Lease or at law or in equiry,Tenant shall indemnify,defend,
protect and hold harmless Landlord(and I,andlord's parents,subsidiaries,afliliates, employees,partners,agents.
mortgagees or successors to Landlord's in[erest in the Leased Preatises) (collectively°[ndemnity") from any and all
claims,sums paid in settlement of claims,judgments, damages,clean-up costs,penalties, fines,costs, liabilities.
losses or expenses(including, without limitation, attomeys',consultants'and experts'fees and any fees by Landlord
to enforce the Indemnity) which arise during or after the Tertn as a result of Tenant's breach of the obligations or the
release or contamination of the Properiy, including, wi[hout limitation: diminution in value of�he Properiy;
damages for the loss of,or the resVic[ion on the use of,rentable or usable space or any amenity of[he Property:
damages arising from any adverse impact on the sale or lease of the Property; and damage and diminu[ion in value
to the Property or other properties,whether oumed by Landlord or by 3rd parties. This [ndemnity includes, without
limitation,costs incurted in connection with any inves[igation of site conditions or any clean-up,remedial,removal
or restoration work required by any federal,state or bcal govemmental agency or political subdivision because of
Hazardous Material present in the soil or groundwater oq under or originating from the Property. Wi[hout limiting
the foregoing, if the presence of Hazardous Material on the Property caused or permitted by Tenant results in the
contamination,release or threa[ened release of Hazardous Material on, from or under the Property or other
properties,Tenan[shall promptly take all actions a[its sole cost and expense which are necessary ro retum the
Property and other properties to[he condi[ion existing prior to[he in[roduction of[he Hazardous Ma[erial; provided
that Landlord's written approval of the actions shall be obtained first(which approval shall not be unreasonably
withheld)and so long as such actions do not have or would not potentially have any material,adverse long-term or
short-term effect on Landlord or on the Properry or other properties. This Indemnity shall sumive the Expiration
Date or earlier termina[ion of this Lease and shall survive any[ransfer of Landlord's interest in the Property.
"Hazardous Material" means any hazardous,radioactive or toxic subs[ance, material or waste, includine,but not
limited tq those substances,materials and wastes(whether or not mixed,commingled or otherwise combined with
other substances,marerials or wastes) listed in the Uni[ed States Department of Transportation Hazardous Materials
Table(49 CFR 172.101)or by[he Environmental Protection Agency as hazardous substances(40 CFR Part 302)
and amendments thereto,or substances, materials and wastes which are or become regulated under any applicable
local,sta[e or federal law including, without limitation, any material, waste or substance which is(i)a petroleum
produc[,crude oil or any faction thereof, (ii) asbestos, (iii)polychlorinated biphenyls,(iv) designated as a
"hazardous substance"pursuant to Section 311 of the Clean Water Act,33 U.S.C. Sec[ion 1251,et sea. (33 U.S.C.
Section 1321)or lis[ed pursuant to Section 307 of the Clean Water Act(33 U.S.C. Section 1317),(v)defined as a
"hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act,42 U.S.C. Section
6901,et seo• (42 U.S.C. Section 6903)or(vi)defined as a "hazardous substance" pursuant to Section 101 of the
Comprehensive Em�ironmenta!Response, Compensation,and Liability Act,42 U.S.C. Section 9601,e[sea. (42
U.S.C. Section 9601),as all of the foregoing may be amended from time to time..
ARTICLE 16—Environmen[nl Serrices
(a) Tenant shall pay for all u[ili[ies used in the Leased Premises during[he Tertn. Tenant shall,if required by
landlord or applicable code,provide and pay for its o�m me[ers for heat,air conditioning,warer,gas, electricity and
all other utilities,and shall pay all water and sewage charges(and all other charges for utilities used in[he Leased
Premises),rentals and taxes imposed by govemmental authoriry or otherwise. Landlord may a[its election provide
Tenant with or designare a third party provider to provide Tenant wi[h any or all of the uti�i[ies used in[he Leased
Premises. If Landbrd or its designee provides Tenan[with the utilities used in the Leased Premises,Tenant shall
purchase such utili[ies from Landlord or i[s designee and may not purchase such utilities from any o[her source.
La�dlord agrees,however, that the charge to Tenant for utili[ies furnished by Landlord shall not exceed tha[which
Tenant would be required to pay for if Tenan[purchased such utilities, with a comparable level and quality of
service and equipmen[,direcdy from the local public utility company,but not less than Landlord's cos[to provide
such utilities.
(b) Heating,ventilation and air conditioning for the Leased Premises will be in accordance with the EXHIBITS.
(c) �enant Landlord shall be responsible for completing the installation of the heating,ventilation and air
conditioning system wi[hin the Leased Premises,as provided for in the EXI-IIBITS. Tenant,at TenanPs expense,
shall maintain the heating, ventilation and air conditioning equipment which exclusively serve or are wi[hin the
Leased Premises. Tenant shall use best efforts to conserve energy in the operation of its heating,ventilation and air
conditioning. Tenant shall upon request by Landlord supply Landlord with evidence satisfactory to Landlord that
Tenan[is fulfilling Tenant's obligations under ARTICLE 16 of the Lease to maintain the heating,ventilation and air
conditioning equipment wi[hin the Leased Premises.
(d) Landlord has,at its cost and expense,preinstalled a potable water disvibution system and a sewer system
which will provide water and se�ver service to the Leased Premises in accordance with the EXHIBITS. Tenant,ai
T.,.,...,.�...,_....... _ .�...��,�.._... ., ,.,,. �_..,.....,��.:.....�..,:......u... ,,.. �Finay utilize [heexistingwaier
and sewer systems located within the Leased Premises. i^ ^^-a°°^^��°•'- •'�°LP�ro.T�
Chula Vism Wblic Lib�ary_Otay Ranch Town Center_0407(3)
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O
(e) If Tenant shall require na[ural gas for[he normal operation of Tenant's business,such u[ility service shall be
available in accordance with the EXHIBITS. All na[ural gas service shall be arranged by the Tenant and all such
work shall be done in accordance wi[h[he E�7-IIBITS.
(� ,Tenant shall pay, as additional rental, in advance on the first day
of the month during the Term(prorated for any fractional month),without deduction set-off of any kind,a charge to
Landlord for any services fumished by Landlord to the Leased Premises under this Article 16(the"Environmental
Charge"). In the event of any dispu[e,Tenant shall pay the bill for all such utility fumished[o the Leased Premises
in accordance wi[h Landlord's billing, and such payment shall not prejudice Tenan['s position. The Environmental
Charge shali be adjusted from time to time by Landlord's engineec shall be initially based on a typical store layout
that is comparable to Tenant's utility usage and shall be subject[o adjustment by laudlord from[ime to[ime. If
Tenant fails[o make any applicable payment of the Environmental Charge to Iandlord wi[hin ten(10)days from the
da[e such payment is due,or upon failure of Tenant to pay any other sums of rental or other charges due under[he
provisions of[his lease in full, Landlord may, withou[limitation,cut off and discontinue any such u[ili[ies furnished
by Landlord to the Leased Premises, without any liability to Landlord.
(g) If Landlord or Landlord's third party designee is furnishing utilities to Tenant during the Tertn, Landlord or
such designee may cease fumishing any of such utilities without responsibility to Tenant excep[to connect or cause
to be connected to the sen�ice facilities another available source of supply. Notwithstanding anything contained in
this Lease to the contrary, Landlord or such designee shall not be responsible or liable for damages or injuries
sustained by Tenant or those claiming by, through or under Tenant,because of the intertuption,discontinuance,
quality or quantiry of any u[ility used in or for the Leased Premises, (whether or not supplied by Landlord or such
designee, and regardless of the reason or cause of the interruption or discontinuance). Tenant shall no[be relieved
from Ihe perfortnance of i[s obligations if an interruption or discontinuance occurs. Iandlord may take any energy
management measures if deems necessary for energy consen�ation including,but not limited to,wnVOl of all
TenanPs energy consumption.
(h) Landlord shall keep in good order and repair and shall maintain the telephoce raceway and interface wiring
system and shall make any necessary repairs to or replacements of such telephone raceway and/or in[erface wiring
system(except[ha[ Landlord's obligation shall not include repair or replacement of service extensions,wiring or
other telephone systems exclusively servicing the Leased Premises and[hat Tenant shall reimburse Landlord for any
and all repairs thereto necessita[ed by any acts,omissions to act or negligence of Tenant or TenanPs agents,
employees and convactors
(i) Tenant agrees that garbage and refuse shall be kept in an adequate con[ainer so as not[o be visible to[he
public, within[he Leased Premises, for collection at reasonable times specified by landlord and at Tenant's cost. In
lieu and instead of[he foregoing provisions of this subsection(i), Landlord, or a contracror selected by the Landlord,
at its op[ion, may purchase or lease a garbage compac[or for the use of tenants and occupants of the Shopping
Center. If Landlord, or a conVactor selected by the Landlord, purchases or leases said garbage compactor for ihe
use of tenants in[he Shopping Cen[er, then Tenant agrees to use the same for the disposal of its garbage and refuse
ro the exclusion of all o[her garbage collec[ion companies. Tenants shall pay mon[hly, in advance,the charges
therefor,based upon Landlord's,or a conVacror selec[ed by Landlord, reasonable es[imate of the amount of the
refuse and garbage generated and the Gequency of use by Tenant Tenant shall cause its garbage and refuse to be
taken ro such garbage compactor within Ihe Shopping Center;and it is understood and agreed that Tenant's monthly
charge as aforementioned u�ill not include pick-up service.The aforementioned monthly charge as es[ima[ed by
Landlord,or a conVactor selec[ed b}'Landlord,shall be adjusted from time to time based upon the garbage
generated by Tenant and/or changes in rates for refuse collection. Tenant shall s[ore soiled or dirty linen in
approved fire rating organiza[ion metal containers wi[h self-closing fusible link covers. In addition to the foregoing,
Iandlord may cause the removal of all debris,rubbish, material and equipment during the conswction of TenanPs
store and/or during the[ime preceding the initial opening date of the Shopping Center., °°a °'�°-°°•'�°°°°�•'-°-°-O
(j) During[he i ertn, Landlord shall keep in good order and repair and shall maintain the sprinl:ler system in the
Leased Premises, including checking, testing and servicing thereof,and shall make any necessary repairs to or
replacements of such�sprinkler system except that Tenant shall pay any and all charges billed by Landlord in
connection with all iepairs and replacements thereto necessitated by any acts,omissions to act or negligence of
Tenant or Tenant's agents, employees and contractors. All modifications to such sprinkler system Ihat Tenant may
desire shall be pedormed as provided in the Exhibits. Should the utility company fumishing�vater to the Shopping
Center le�y,assess or impose upon Iandlord a sprinkler system backup chazge, then Tenan[shall pay to Landlord its
proportionate share thereof, which shall be in an amount equal [o[he product obtained by multiplying said charge by
a fraction,the numerator of which shall be the gross leasable area of the Leased Premises and the denominator of
which shall be[he gross leasable area in the Shopping Center served by such sprinkler sys[em detertnined as of the
date such charge is billed to Tenant; and shall be paid by Tenant within 10 days after billing by Landlord.
ARTICLE 17-Joint Use Areas and Ooera[ine Exoenses
(a) The'7oint Use Areas" shall consis[ofall parking areas,parking facilities,approaches,streets,sidewalks,
malls, driveways, loading platforms,canopies,elevators,escalarors, ramps, srorm drainage facilities,exits,
entrances,sprinkler mains, landscaped areas, comfort stations, light facilities,computer facilities,cable facili[ies,
telecommunications facilities, washrooms. lounges and shelters.utiliry lines,roofs,roadways and o[her facili[ies
Chula Vista Poblic Library_Otay Ranch Towm Crn�er_0.t07(3)
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available forjoint use or benefit designated by Landlord, as they may Crom time ro time exist and be available to the
tenants in the Shopping Center, their employees,officers,agents,customers, licensees and invitees.
(b) landlord shall,subject to evenLS beyond its reasonable control,maintain or cause to be maintained the Joint
Use Areas in good order and repair. The Joint Use Areas and other facili[ies in and about the Shopping Center shall
at all times be subject to the convol and management of Landlord and other panies tha[ Landlord may designate.
Landlord shall have the right at any time to redesignate, modify, alter, close,restrict,expand,reduce and change the
Joint Use Areas. Landbrd shall also have the right[o permit entertainment even[s, the placemen[of kiosks,carts,
advertising and other displays in[he Joint Use Areas,and to convert[he Joint Use Areas into retail areas. The
activities and uses may be temporary or permanent.
(c) Operating Expenses shall consist of all expenditures relating to operating, managing,equipping,policing.
protecting, lighting,repairing, cleaning,replacing and maintaining the Joint Use Areas in the same or improved
condition as when originally installed, including any rental and lease payments paid for machinery and equipment
used in[he maintenance of the Joint Use Areas and the personnel costs to implemen[Ihose services,compliance
with s[atu[es, laws,codes,rules and regulations, even if applicable after the E£fective Da[e; maintaining parking
spaces for employees,customers and other parties; music:maintenance of the rooF, removal of snow, ice,rubbish.
dirt and debris;garbage collection service: planting, replanting and replacing flowers and landscaping; costs and
expenses of u[ilities including,but not limited to, maintaining lighting facilities and storm drainage and detention
sys[ems(whether on or off the Shopping Center); sewage treatment plant; domestic water wells,pumps,and similar
facilities and equipmenr, heating and cooling the enclosed portion of[he Shopping Center, pes[ex[erminatio�; the
alarm service charge if a supervised fire sprinkler alarm sys[em is ins[alled;premiums for liability,property,
damage, fire and rental inrertup[ion insurance(if carried by Landlord); the cost of the personnel reasonably required
to implement all of[he foregoing, including the policing of the Joint Use Areas and Ihe directing oFtraffic and
parking of automobiles on the parking area; insurance aggregate allocations and losses borne by Iandlord as a result
of deductibles or self-insured rerention limits camed by Landlord under an insurance policy or self insurance by
Landlord;costs of adjusting an insured casualty; wages; unemployment,social security and personal property taxes;
all other expenditures made for the use or benefit of the Join[Use Areas;direct or indirect costs of advertising,
mazke[ing and promotion of the Shopping Center as set forth in Article 37,including the cost of marketing and
customer service personnel,;and maintenance of[he sprinl:ler grid in tenant spaces of the Shopping Cen[er.
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;;�• 'a°a.�.,°--�-,^perating Expenaes shall be included in Minimum Annual
Rental and aubject to Landlord' s allocation righta as provided
� in Reference Provision 1 . 07 of this Lease . Accordingly, Tenantshall
have no express or implied right[o examine, inspect or audit Landlord's records pertaining to Operating Expenses.
Landlord shall have the right hereundec in its sole and absolute discretioq to allocate all or a portion of any of
TenanYs r2ntal payments that are rEquix'ed under this Lease:^^"�a�°^. '�� '•°�'�-••• '�-�'•^•'°^.
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ARTICLE 1S-Damaee [o Leased Premises
If the Leased Premises are damaged, desvoyed or rendered partially un[enantable by fire or other insured casualry,
Iandlord shall promptly repair and restore the Leased Premises in accordance with Landlord's Work. From the date
of�he fue or casualty until the Leased Premises are repaired and res[ored, any
a��itiene{rental�°°°°°r Q.�..... ..dd:r:......1 �e..r�.l .1.........1... A DTT/`I t � shall abate in the proponion that the pan of
the Leased Premises desvoyed or rendered untenantable bears to the total Leased Premises. Landlord shall not be
required to repair or restore the Leased Premises or any pan of the Shopping Cencer as the result of an uninsured
casualry. If 50%or more of either the Leased Premises or Ihe Shopping Center is destroyed or rendered
untenantable by fire or o[her casualty during the last 3 years of the Term(based upon the replacement cost compared
with[he market value of the improvements immediately prior[o the fire or other casualry as shown by the certifica[e
of landlord's architect),either pany shall have the right to terminate this Lease. The termination shall be effective
on[he date of casualry by Landlord or Tenant giving the o[her,within 90 days after the casualty,written notice of
rermination. If the no[ice is given wi[hin[he 90 day period,this Lease shall terminate and
end a 11 e�ttienal rental shall aba[e from the da[e of the casualty. Landlord shall promptly repay Tenant any
rental paid in advance which had not been earned a[the date of the casualry. If the notice is not given and Landlord
is required or elects to repair or rebuild Ihe Leased Premises,Tenan[shall uae bE8 t E f fOi'te to
obtain the funding necessary to repairand replace its merchandise, signs,goods.irade
fixtures, fumishings,equipment, furniture and o[her personal property to a condition at least equal to its condition
prior to its damage or deswction and, if Tenant has closed,"Cenant shall, providing Tenant has
Obtdined the necessary funding, promptlyreopenforbusiness. Landlordshallno[be
required to expend more for repair or resroration of the Leased Premises or the Shopping Center than the amount of
insurance proceeds paid Landlord(or, if Landlord is self-insured, [he amount of insurance proceeds which would
have been paid Landlord if Landlord was not self-insured). Excep[as expressly provided to the convary,this Lease
shall no[tertnina[e nor shall there be an abatemen[of ' rental as the result of a
fire or other casualty.
Chuia Vista Poblic Library_Ouy Ranch Town Crnier_Ut07(3)
ivianoi3 ic:m �S,ZD
ARTICLE 19- Insurance
(a) Landlord agrees[o carry,or cause ro be carried by a party other than Tenant, [he
following insurance coverages and types:
(i) Workers' Compensation Insurance in statutory amounls;
(ii) Employer's Liability Insurance in[he amount of$1,000,000 per person£or each accident,or
disease;
(iii) Commercial General Liability Insurance on the Joint Use Areas providing coverage of not less
than$I,000,000 per occurtence,with a 52,000,000 aggregate.
(iv) Commercial Property Insurance including special form perils endorsement insuring Landlord's
property in the Shopping Center for the full replacement��alue. This insurance will exclude
Tenan['s work and Tenant's merchandise, signs,goods, Vade fixtures, fumishings,equipmen[.
fumiture and other personal property).
(v) Landlord will have the right ro carry or cause to be carried by a party other than
TEnant additional[ypes of insurance in whatever limits Landlord chooses, including coverage
under blanket insurance policies which may be allocated by Landlord among the propenies owned
or managed by Landlord which in Landlord's opinion Iandlord deems appropriate.
(b) Tenan[agrees to carry the following insurance coverages and types:
(i) Workers' Compensa[ion Insurance in statutory amounls;
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(iii) Conunercial General Liability Insurance including products and completed operations coverages
of not less than S 1,000,000 per occursence,with a�2,000,000 per location aggregate(for
Shopping Centers in the states of New York,Texas and Califomia these limits shall be
53,000,000 per occurrence with a 55,000,000 per location aggregate). The fire legal liability limit
shall be not less than S 1,000,000. This policy shall contain a Convac[ual Liabiliry Endorsement.
This policy shall also include an Additional Insured Endorsement containing the names of the
Additional Insureds identified below. The policy must have a Waiver of Subrogation endorsement
in fa�•or of all Additional Insureds. Any deductible/self-insured retention in excess of 55,000 per
occurrence requires Landlord's written consent.
(iv) Commercial Propeny[nsurance including special form perils endorsemem insuring Tenant's
property, including plate glass, in the Shopping Center For[he full replacement value, withou[
deduction for depreciation. ?!:�°°�''�°°�°" �°. °°° "°_°°a "°' .° °°a°-°°°-°°• This insurance
must include all of Tenant's work, improvements and betterments,Tenant's inventory,
merchandise, signs,goods, vade fixtures, fumishings,equipment, furniture, wall coverings, tloor
coverings,and other personal property).Tenant shall insure for loss from flood, including
coverage for wa[er damage from all causes including but no[limited to sprinkler damage,sewer
discharge or backup, water line breakage, and overflow Gom other Tenan['s spaces or from�he
Join[Use Areas. "^-°_° °. °:'°'-'° T°-°-• -�°" :°° °°�.°°��°..°'.° Landlord shall be named as
a loss payee with respect to the coverage for Tenan['s be[[ertnents and improvemen�s.The policy
must have a Waiver of Subrogation endorsement in favor of all Addi[ional Insureds. The
deduc[ible/self-insured retention shall not exceed$5,000 per occurrence without landlord's
w�itten consent.
(v) .
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/�.�� B�:I��....d AA.,..6:..e�..:..�, �........ :....1. .1:..,....,�,.6....:,...1 1...�..l.d,...... .. ....C�....IIVe!`,...:��
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�:rTenant' s obligationa regarding HVAC are set
forth in ARTICLE 11 .
(�'��) .
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(viii) Automobile liability coverage, including owned,non-o�med and hired auromobiles, with limits of
not less than 51,000,000 combined single limit for bodily injury and property damage.
(c) All policies of insurance(including policies of Tenant's contractors and subcontractors)shall contain a
Waiver of Subrogation Endorsement in favor of all Additional Insureds. If Tenant is permitted to self-insure for any
of the insurance coverages required to be provided,Tenant hereby waives against Landlord, its parents,pariners,
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joint venmrers,subsidiaries and affiliates,against the property manager, and against the Additional [nsureds if no[
listed above,ail claims, including any and all rights of subrogation which may exist, for all losses and damages no
matter how caused, which were or could have been insured for under any policy of insurance required to be obtained
by Tenant. This waiver of liabiliry and waiver of subrogation expressly includes any cause of loss due to the sole or
concurrent negligence of any Additional Insured. If Tenant shall, for any reason, fail to obtain from its insurance
carrier(s)ihe required Waiver of Subrogation EndorsemenL the Tenant shall fully and completely defend and
indemnify the Landlord and all Additional [�sureds from any claims and demands, including lawsuits,brought
against Landlord and/or the Additional Insureds by any insurance company which insured Tenant for a paid loss and
which seeks to recover amounts paid under Tenant's policy.
(d) Tenan[shall,upon Landlords' request, provide a Cenificate of Insurance to Landlord evidencing all of the
required coverages and Endorsements.The Certifica[e of Insurance must remain current(or be replaced with a
current Certificate)a[all times during the period of Tenant's tenancy. All policies of insurance must be wri[ten by
insurance camers licensed to do business in the state in which the Shopping Center is located and have an A.M.
Best's rating of not less than A:VII. All Tenant's liabiliry policies shall be endorsed to be primary and non-
conVibutory to policies of the Landlord and the Addi[ional Insureds,and shall contain either contain a cross-liability
endorsemen[or separation of insureds provision which pertni�s the limits of liability under Tenant's policies ro apply
separately to each Additional Insured. Each policy shall contain a provision tha[the insurance company shall give
all Additional [nsureds 30 days u�itten notice in advance of any cancellation, lapse,reduction in amount of coverage
or any other adverse change to the policy or insurer.
(e) The Additional Insureds who shall be named on Tenant's policies shall include the Landlord,(and if
L.andlord elects, its paren[,subsidiaries,and affiliates),any owner or occupant in or adjoining the Shopping Center
(including anchor tenants),any joint ven[urer or panner of Landlord,and any mongagee or beceficiary of any part
of[he Shopping Cen[er.
ARTICLE 20- Indemnification
Excluding the grosa negl igence or willful misconduct of the indertuutee,Tenant shall indemnify,
defend and save harmless Landlord, its parenis,partners,subsidiaries,affiliates and any anchor,o�mer or operator
which is or may be in the Shopping Center,their agents, officers and employees from and against liability,claims,
demands,expenses, fees, fines,penalties, suits,proceedings,actions,and causes of action arising ou[of or
connected with Tenant's use,occupancy,management or conVOl of[he Leased Prertnses or TenanYs opera[ions or
activities in the Shopping Center(whether or not occumng or resulting in damage or injury within the Leased
Premises or the Joint Use Areas). This obligation to indemnify shall include reasonable legal and investigation costs
and all other reasonable cos[s, expense and liabili[ies from[he 1 st notice that any claim or demand is or may be
made. Tenant's obligation shall become effective beginning on the date Tenant is delivered the Leased Premises.
Tenant's indemnification obligation shall survive the expiration of the Term or the earlier termination of this Lease.
ARTICLE 21 -Assienmen[, Sublettine and Ownershio
(a) Tenant acknowledges[hat its agreement to operate in the Leased Premises for Ihe use permi[[ed in the
Reference Provisions for the Term was a primary inducement and precondi[ion to Landlord's agreemen[to lease the
Leased Premises to Tenant. Additionally,the parties agree Iha[the successful coaunercial profitabiliry of the
Shopping Cen[er is based on the appropriare mix of re[ail and nonretail activit}'and tha[Landlord has leased[he
L,eased Premises to Tenant because, in L,andlord's opinion.TenanPs presence and commercial ac[iviry during the
Tertn will significandy contribute to the profitability,viabiliry and success of[he Shopping Center. Accordingly,
'I�enant shall not[ransfec assign,sublet,enter into license or concession agreements,change ownership or
hypothecate this Lease or TenanPs interest in and ro the Leased Premises in whole or in part,or otherwise permit
occupancy of all or any pan of the Leased Premises by anyone wi[h, Ihrough or under it. Any of these ac[s shall be
considered a"Vansfer' for the purposes of ARTICLE 21. Any attempt at a transfer shall be null and void and confer
no righ[s upon a 3rd person. These prohibitions shall be consWed to reCer to events occurring by operation of law,
legal process,recei��ership,bankruptcy or othenvise. Notwithstanding any permi[ted Vansfec [he Leased Premises
shall be used and operated as a single srore.
Notwiths�anding die foregoing,and without conferring any rights upon Tenant.Tenant shall submit the request for a
transfer, in wri[ing,with sufficient time and infortnation for Landlord to mal:e an informed decision reearding the
qualifica[ions of[he proposed vansferee. In any event, Landlord may upon receipt of a request to transfer, instead
of consen[ing[o or den}ing the proposed Iransfer, termina[e Tenant's obligations under the Lease and regain
possession of the Leased Premises. �I'enant may, within 15 days of receipt of the notice of[ermina[ion, withdraw its
request for the vansfer by written notice to Landlord, and continue in possession under the terms of the Lease.
Landlord's right to tertninate the Lease because of[hat request shall in tha[event be inoperable. If Landlord
exercises its termination right,Tenant shall suaender possession of the Leased Premises on the termination date
specified in Landlord's notice, which shall not be less than 90 nor more than 180 days of receipt of the notice of
termination in accordance with the provisions of this Lease.
(b) Landlord's consent to a Vansfer shall no[constiwte a waiver of Landlord's right not to consent to a
subsequent transfer. The receipt of rental or additional rental from any party other than Tenant shall not be deemed
to be a consent to a transfer, nor shall[hat receipt relieve Tenant of its obligation to pay rental or additional rental for
the Term. Tenant shall not have a claim and waives the right[o any claim against Landlord for damages because of
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the refusal,withholding or delaying by Landlord of consent. Tenant's only remedies shall be an action for specific
perfortnance or an injunction to enforce a consent requirement.
(c) Each Vansfer to which Landlord has consented shall be in writing,in a Form satisfactory to Iandlord and
executed by the transferor and transferee. 7'he vansferee shall agree, in writing, to assume,be bound by and
perform[he covenan[s and conditions of this Lease. Tenant shall deliver to Landlord a sta[ement wi[hin 30 days
afcer the end of each calendaz year, and within 30 days after the expiration or earlier termination of the Term,
specifying each Vansfer in efTect during the period covered by the statement, as well as: (a)the date of[he Vansfer
documen['s execution and delivery; (b)the square footage of the rentable area demised and the term;and(c) a
computation in reasonable detail showing the amounts, if any,paid and payable by Tenant to La�dlord for the
vansfer pursuant to this subsection. Tenant shall not be released from liability or relieved of its obligations,unless
Landlord expressly agrees othenvise in writing. If the Minimum Annual Rental, F::::..:;.b;°°.�,-•°',additional rental
or other payment to be paid to Tenan[&om a vansfer exceeds the ren[al and additional rental Tenant is required[o
pay Landlord under this Lease, then Tenant shall pay to Landlord the entire amount of[he excess, without prior
demand, which shall be deemed additional rental.
(d) If Tenant(or a guarantor of the Lease)is a nonpublic corpora[ion and the control of the corporation
changes,Tenant shall notify Landlord. If[he convol changes(whether or not Tenant has notified Landlord),
Landlord may declare the change to be a default,effective 60 days from the date of the notice from Tenant,or the
date on which Landlord first has l:nowledge of the change,whichever occurs first The provisions of the preceding
sentence shall not be applicable iFcontrol of the corporation changes as the result of a public offering which occurs
on a major security exchange. If Tenan[(or a guarantor of the Lease) is a parinership or entity o[her than a
corporation(including,but not limited to,a sole proprietorship)and if the control changes(if Tenant is a
partnership,a change shall include,but not be limired to, the withdrawal of a par[ner or partners from the pannership
or the dissolution of the par[nership),Tenant shall no[ify Landlord. IFthe conVOl changes(whether or no[Tenant
has notified Iandlord), Landlord may declare the change a default,effective 60 days from the date of the no[ice
from Tenant,or the date on which Landlord first has knowledge of the change, whichever occurs first. The receipt
by Landlord of rental from a party other than Tenant shall not be deemed notice of change in control or ownership of
Tenant.
(e) Tenant agrees to pay Landlord eA^^-,..° -^°^•^^,�'^ :^�•^"--�°°•�OA"' ' ' ' $1, 0 0 0 to
reimburse Landlord for attomeys'fees and adminisVative expense for the review,processing or prepara[ion of any
document in connection with a vansfer, whether or not Landlord's consent to the transfer is required or obtained.
(� [f Landlord is not permitted to terminate this Lease because of the provisions of Tide 11 of[he United
S[a[es Code relating ro Banl:rup[cy,as amended("Bankrup[cy Code"),Tenan[agrees,as a debtor in possession or
� any Ws[ee for Tenant, within 15 days afrer Landlord's request to the Bankruptcy Coun, [o assume or rejec[[his
Lease. Tenant,on behalf of itself and any wstee,agrees not to seek or request an extension or adjoummen[of[he
application to assume or reject[his Lease. In no event after the assumption of this Lease shall an existing default
remain uncured£or a period more than the earlier of 10 days or the time period specified in[his Lease. [f a filing of
a petition under[he Bankruptcy Code occurs, Landlord shall not have an obligation to provide Tenant with services
or utilities unless Tenant has paid and is curtent in all payments of rental and additional rental.
(g) If Tenant receives Landlord's consent to a vansfer under ARTICLE 21(a),and if Landlord does not
[erminate the Lease under AR'I�[CLE 21(d),the Minimum Annual Rental payable to Landlord shall not be less than
Ihe highest annual combined D9inimum Annual Rental and Percen[age Rental payable by Tenant during any
previous year.
All of the other obligations,co��enants and wnditions shall remain unamended.
ARTICLE 22-Access to Lensed Premises
Tenant agrees tha[I.andlord, its agen[s,employees, servanis or any person authorized by Landlord,may enter the
Leased Premises to: (a) inspect its condition; (b)make repairs,additions or improvements ro any pan of the
Shopping Center, including the Leased Premises; (c)exhibit the Leased Premises to prospec[ive purchasers of[he
Shopping Center. (d)place notices during[he las[60 days of the Tertn in the Leased Premises at such places as may
be de[emuned by Landlord; (e)perfortn conswction on or near the Leased Premises: and(�post notices of non-
responsibility.
ARTICLE 23 -Default b�•Tenant
(a) The Coliowing shall be a default by Tenane
(i) The failure to pay when due an installment o(ren[al,or any other payment required to be made in
whole or in pan, if the failure shall continue for more than 10 days a�ier written notice that same is past
due,provided[hat any such notice given by Landlord shall be in lieu of,and not in addition to,any notice
required by sta[e law; and/or
(ii) The abandonmen[or vacation of the Leased Premises or any part of it; and/or
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(iii) The failure to obsen�e or perform any other provision of this Lease,if[he failure continues for 10
days after written notice to Tenant; if the default cannot reasonably be cured within 10 days,Tenan[shall
not be in default if Tenant begins to cure the default within 10 days and diligendy cures the default and/or
(iv) The making by Tenant oF a general assignment for[he benefi[of creditors; the filing by or agains[
Tenant of a peti[ion[o have Tenant adjudged a bankrupt, or of a petition for reorganiza[ion or arrangemen[
under any law relating to bankruptcy(unless a peti[ion filed agains[Tenant is dismissed within 60 days);
the appointment of a wstee or receiver to tal:e possession of substantially all of Tenant's assets located at
the Leased Premises or of Tenant's in[erest in this Lease if possession is no[res[ored to Tenan[w�ithin 30
days;or the attachment,execution or otherjudicial seizure of substantially all of Tenant's asse[s located at
the Leased Premises,or of Tenant's interest in this Lease, if the seizure is not discharged within 30 days;
and/or
(v) 'I�he failure more than[wice within a 12 month period to make any payment of rental,provided
Landlord has given Tenant�he required writ[en notices in each case. The 3rd failure shall be a non-curable
default.
(b) [n addition to any other remedies available to Landlord at law or in equity for default, Landlord shall have
the irtunediate option to terminate[his I.ease and the rights of Tenant by written no[ice to Tenant. If Landlord elects
to terminate, Landlord shall have the right to recover from Tenant as damages:
(i) The wonh at the time of[he award of any unpaid rental which has been eamed at the time of
termina[ion;and
(ii) The worth at the time of the award of the amoun[by which the unpaid rental which would have
been eamed afrer tertnination un[il the time of award exceeds[he amount of rental loss Tenant proves could
have been reasonably avoided;and
(iii) 'I he worth at the time of award of die amount by which the unpaid rental for the balance of the
Term after the time of award exceeds the amount of rental loss Tenant proves could be reasonably avoided:
and
(iv) Any other amount necessary ro compensate Landlord for the detriment proximately caused by
TenanPs failure to perform i[s obligations(including Ihe costs and expenses of recovering the Leased
Premises and reasonable atromeys'fees)or which�vould be likely to resutt from Tenant's failure: and
(v) At Landlord's elec[ion,other amounts pertnitted by applicable law.
(c) The word"rental" shall mean all etkeFSUms required to be paid by Tenant
under this Lease. The word "award" means a judgment issued or rendered in favor of Landlord in a proceeding or
action to recover damages from Tenan[. The phrase"at the time of[he award" means the date of entry of such a
judgmen[. All sums, ,shall be compu[ed based on the average monthly amount
accruing during Ihe 24 month period preceding the defaul[. However, if it bewmes necessary to compute the rental
before the 24 mon[h period has occuned, the rental shall be computed on the basis of the average monthly amount
accruing during[ha[shorter period. As used in paragraphs(i)and(ii)above, Ihe"worth at the time of the award" is
computed by allowing interest at the Interest Rate. As used in paragraph(iii)above, the"worth at the time of the
award" is compu[ed by discounting that amoun[at the discount rate of the Federal Reserve Bank of Chicago,at ihe
[ime of awazd,plus 1%. ::�:a.�,-.:,u�.e.....:..e.�„......................�.i,..._a.._ e oTr�t c �i n„_..,,........, o,._...� _�, u i...
e.. ie.... .�...., ic»,,..,.�.,. ,... .�...... .........w..,. c..i.... t>,_.�.., i� ... ...�. _..__a
.__' ____ _�______o ��_.,__..,, ..._...... ............. ......._..._...d_ ..,.,.,...�., ..,. ...� .� ...�.....r...,.,.y
',.�..,,. ,.o.�.,, r ,. ..va o�e...',..,..
N:°�.w::6 u.�. .�.•..u.au..�su�. .�.0 .
(d) Landlord shall also have the right if Tenant defaults under this Lease to tertninate Tenan['s rieht to
possession of the Leased Premises(without termina[ing[his Lease)and reenter the Leased Premises and remove all
persons and property from the Leased Premises. The property may be stored at Tenant's cos[. Landlord shall not be
liable to Tenant for loss or damage resulting from an enVy by Landlord. Tenant shall pay as addi[ional rental,upon
demand;espenses incurred or paid by Landlord because of Landlord's entry. If 2 or more or any combina[ion of
individuals,corporations,partnerships or other business associations("Individuals")sign[his Lease as Tenant or
guarantee this Lease as Guazantors, Ihe liability of each individual group to pay rental and perfortn the obliga[ions
under this Leue shall be join[and several. 7'he failure or refusal by Landlord to proceed against all the(or any
combination of the) Individuals comprising Tenan[or against Tenant or against 1 or more of the Guazantors shall
not be a release or waiver of rights which Landbrd may possess agains[the others,nor shall the granting by
Landlord of a release of or execution of a covenant not to sue any 1 or more of the(or any combination of the)
Individuals comprising the Tenant or the Guaran[ors be a release or waiver in u�hole or in part of rights which
Landlord may possess agains[[he others. If either party institutes legal suit or action for enforcement of an
obligation, Landlord may determine the venue. Landlord shall not be in default unless and until Iandlord shall have
failed to perform iu obligations under this Lease for 30 days(or within such addi[ional time as is reasonably
requued)aRer written notice[o Landlord properly specifying Landlord's failure to perform the obligations.
Landlord shall not be in default un[il and unless a court of competent jurisdiction has detemilned tha[Landlord is in
default. To the extent pemtit[ed by applicable law,Tenant waives notice of reentry(or institution of legal
proceedings), including the right ro receive notice pursuant to any statu[e orjudicial decision of law.
Nohvithstanding anything to the convary contained in ARTICLE 23, any written notice,other than as specifically
set fonh in this ARTICLE 23,required by a stawte or law enacted now or la[er is waived by Tenan[,to the extent
persnitted under Iha[statute or law.
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(e) [f all or any part of the Leased Premises are vacated or abandoned by'Tenant,or if Landlord elects to
reenter or[ake possession of[he Leased Premises pursuant to legal proceedings or notice,and if Landlord does not
elect to temunate this Lease,then Landbrd may from time ro[ime,without tertninating this Lease,either recover
ren[al as it becomes due or relet the Leased Premises or any part of it for any length of time,rental and conditions
that landlord in its sole discretion deems advisable. Landlord shall have the right to make alterations and repairs to
the Leased Premises. [f Tenant has left all or any of i[s trade fixtures, furniture,fumishings,signs, s[ock or other
personal property in[he Leased Premises,that shall not preclude a detertnination that a vacation or abandonmenl has
occurred.
(� If landlord elects to relet, rental received by landlord from reletting shall be applied: lst,to the payment
of indebtedness other than ren[al due Landlord from TenanC 2nd,to ihe payment of the cost of reletting; 3rd,to the
payment of the cost of al[erations and repairs to the Leased Premises;4th,[o the payment of rental due and unpaid;
and the remainder, if any;shall be applied[o the payment of future rentai [hat may become due. If the rental
received from reletting during any month which is applied[o the payment of rental is less than the rental payment
during that month by Tenan[,Tenant shali pay[he deficiency to Landlord. The deficiency shall be calculated and
paid montlily. Tenant shall also pay Landlord,as soon as ascertained, the cos[s and expenses incurred by Landlord
to rele[or make al[erations and repairs not covered by the rental received from the retetting of the Leased Premises.
(g) A reentry or taking possession of the Leased Premises by Landlord shall not be conswed to be an election
to terminate tlils Lease,nor shall it cause a fodeiture of rental remaining to be paid during the balance of[he Tertn,
unless a written notice of that intention is given to Tenant or the termina[ion is decreed by a court of competent
jurisdiction. Notwithstanding a reletting withou[termination by landlord because of defaWt by Tenant, Landlord
may at any time after reletting elect[o terminate this Lease for any default.
(h) Tenant expressly waives any right or defense it may have to claim a merger,and neither the
commencement of an action or proceeding nor[he settlement of,or entering of judgment for any ac[ion or
proceeding shall bar Landlord from bringing subsequent actions or proceedings,based upon other or subsequently
accruing claims,or based upon claims or events which have previously accrued and not been resolved in any prior
action,proceeding or settlemen[. The panies«�aive trial byjury in any action,proceeding or counterclaim brough[
by ei[her of the parties against the o[her, regardless of whe[her such action,proceeding or counterclaim is related[o
a default under this Lease.
ARTICLE 24-Surrender of Leased Premises
Tenant shall,upon expira[ion of Ihe Term,or the earlier[ertnination of[his Lease,surtender to Landlord,wilhout
damage, injury,dis[urbance or payment,the Leased Premises including, without limitation, all apparatus,
equipmeut,alterations, improvemenis and additions by ei[her party to, in, upon or about the Leased Premises. If
i enan[shall be in default,Tenant shall not have the right to remo�•e vade fixtures, signs and other personal property.
They shall remain or become,as the case may be, the propeny of Iandlord. Tenant,at its sole expense,shall
immediately repair damage to the Leased Premises caused by Tenant vacating the Leased Premises or by Tenant's
removal of vade fixtures,signs and other personal property. Tenant shall comply with all lau�s and govemmental
regulations applicable to the removal and repair of the property. Tenant shall not create a disturbance or health
problem for customers,agen[s,invitees or other parties in the Shopping Center as result of the removal or repair.
Any property not removed may be deemed by Landlord ro be abandoned by Tenant and may be retained by
Landlord or may be removed and stored for Tectan[,at Tenant's sole cost. Tenan[shall surrender the Leased
Premises to Landlord Gee of Hazardous Material and free of any violation of any environmental rule or regulation.
Upon surtender of the Leased Premises,Tenant shall provide landlord wi[h a repon by experts acceptable to
Landlord shou�ng the Leased Premises free of Hazardous Material. TenanPs obligation to observe and pedortn[he
provisions of[his ARTICLE 24 shall survive the expiration of the Tertn or earlier termina[ion of[his Lease.
ARTICLE 25-Tenant's Conduc[of Business
(a) Tenan[covenants to continuously and unintertvptedly operate within the entire Leased Premises the
business it is pertnitted to opera[e under Reference Provision 1.03,except any portion of[he Leased Premises u�hile
that portion is untenantable because of fire or other casualty. Tenant agrees ro conduct its business at all times in a
first-class manner consistent with reputable business standards and practices,and to maintain within the Leased
Premises a stock of inerchandise and Vade fixtures adequate to service and supply the usual demands of its
customers. Tenant shall keep[he Leased Premises in a neat,safe,clean and orderly condition. Tenant also agrees[o
conduct Tenant's business under Ihe Trade Name set forth in the Reference Provisions,which Tenan[represen[s tha[
it has a right to use. Tenant further agrees to keep open the Leased Premises and opera[e i[s business f Or 3 5
hours per week, Tuesday through Saturday, excluding official
Tenant holidaya when the Tenant ie closed for buainess . Tenant
ia to open with reduced houra based on apecial eventa by
December 1, 2013 . Tenant may operate at reduced hours until
passport acceptance facility opena within the Leased Premiaes .
Once paseport acceptance facility opena the Tenant muat conform
tothe above hours,,. .�..�._.._� ....,, .... .�.. ...... ...... ......:....� ..�.�.......,.a..e....:...a .:,.....:_..,..:_.
'�• ' ^°a'�-a �° ' °°a'�-a'°°-'°°°a °'-°-'°•°a'°°-°'�-°. A vacation or abandonment of other premises by any other
tenan[,occupan[or anchor in the Shopping Center shall not release Tenant from its obligations under this Lease,
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not�vithstanding any[hing to the convary contained in this Lease.
If Tenant shall request Landlord's approval to open Ihe Leased Premises for business for periods other[han as se[�
forth above and Landlord shall approve such request(which approval shall be in landlord's sole and absolure
discretion),Tenant shall pay for any additional costs incurred by Landlord in connection wi[h such extended hours,
including bu[no[limi[ed to the cos[of securit}',heating, ventilating and air-conditioning the Leased Premises and
the Join[Use Areas required in order to access the Leased Premises,and any exVa maintenance and/or repair to the .
Joint Use Areas required as a resu][of such extended operating period. Addi[ionally,Tenant shall be responsible for
any such exvaordinary additional maintenance, sewrity or other costs which are incuaed by Landlord as a result of
Tenan['s use of the Leased Premises during normal operating hours.
(b) The parties agree that because of the difficulty or impossibiliry of de[ermining Landlord's damages, if
Tenant fails ro keep open the Leased Premises and opera[e iLS business during the hours and on Ihe days and
evenings of the week de[ermined by Landlord, in addition to and not in lieu of Landlord's other rights and remedies,
Tenant shall pay landlord liquidated damages of�-1-SA $7 5 . 0 0 per day'�-°---F°°�'�° �O•'�° '--••-,as the case
may be, that Tenant fails to keep open and operate the Leased Premises and operate its business in
accordance with the terms and conditions set forth herein. Iandlord
and Tenant agree that this amount represents a reasonable estimate of the damages that Landlord would suffer.
ARTICLE 26- Rules and Reeulntions
Tenant shall require i[s employees, agents and conVactors to comply wi[h the rules and regulations made by
Landlord from[ime[o[ime regarding[he opera[ion of the Shopping Center or the L,eased Premises including,bu[
not limited to, ihe following:
(a) Tenant shall not put on the glass and supports of the windows(nor within 24 inches of any window),doors
or ex[erior walls of[he Leased Premises any signs,advertising placards,names, insignias,trademarks or descriptive
marerial. No signs or other items shall be placed wi[hin the Leased Premises if they materially obswct a view of
iheLeasedPremises. Tenant ahall be allowed to place promotional aignage
from time to time in display windowa and eign holders, provided
(i) Tenant obtains Landlord' s prior approval, (ii) the aigna are
profesaionally prepared and meet Landlord' s eign criteria. Tenan�
shall not place vents,sWCtures, impro�•ements or obstructions on the exterior oE the Leased Premises wilhout
Landlord's written consent. Landlord shall have the right, without giving notice to Tenant and without liability,to
restore lhe Leased Premises and remove property from the Leased Premises unless[he size, [ype,color, loca[ion,
copy,nature and display qualities of[he property were approved by Landlord in writing. The cos[of the restora[ion
and removal of propeny shall be paid for by Tenant promptly upon receipt of a bilL Tenant shall not place a sign on
Ihe roof of Ihe Leased Premises notwithstanding anything in this Lease to the convary.
(b) No awning or other projections shall be at[ached to the outside walls of the Leased Premises or[he
Shopping Center without the wri[[en consent of Landlord.
(c) Loading and unloading of goods shall be done only at the times, in the areas and through[he en[rances
designatedbyLandlord ("Designated Area") . Landlord agreea that Tenant
may receive up to two (2) deliveriea per day by a Tenant owned
vehicle, at the Deaignated Area, for the drop off and pick-up of
booka, equipment and/or supplies . Landlord acknowledges the
duration of each auch delivery may last up to 20 minutes .
(d) Garbage shall be kep[in[he kind of con[ainer approved by Landlord's fire and casualty consultants and
shall be removed and deposited daily in mass disposal containers in the manner prescribed from time to time by
landlord. Landlord shall provide or designate a service for collection of garbage from designated mass disposal
con[ainers.
(e) Except solely for Tenant's own internal operations use within the Leased Premises,no radio or[elevision
aerials or other receivers and/or equipment, infrared Vansmitters/receivers,cabling,telecommunications systems
(including but not limited to switching,relay,hub or booster systems)shall be erected or placed within the Leased
Premises or on[he roof or ualls(interior or exterior)of[he Leased Premises or the Shopping Cen[er without Ihe
written consent of Landlord,which may be withheld in Landlord's sole discretion. If Landlord's consent is not
received,anything erected or placed on the roof or elsewhere within the Shopping Center may be removed, without
notice,and any damage to[he walls or roof or elsewhere within the Shopping Center shall be the responsibility of
Tenant. TenanPs access to the roof is limited to[he main[enance of equipment installed with Landlord's approval
and inspections for damage. Tenant shall not go on the roofµ�ithout the written approval of Landlord.
(� No loudspeakers, [elevisions,phonographs, radios, flashing lights, machinery or other devices shall be
heard or seen outside of the Leased Premises without the prior written consent of Landbrd.
(g) A`o auction, fire, bankruptcy or selling-out sales shall be conducted without the written consent of
landlord.
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(h) Tenan[shall keep its display windows and signs illuminated every day of the Term during the hours
designa[ed by Landlord.
(i) Areas immedia[ely adjoining the Leased Premises shall be kep[clear by Tenan[ O f Tenant' e
px'operty and was te,and Tenan[shall not place nor permit obstruc[ions,garbage, refuse, improvements,
merchandiseordisplays [except ae otherwise provided in ARTICLE 26 (a) 1 in
those areas.
(j) Tenant and its employees shall not park mo[or vehicles in parts of the pad:ing area which may be
designated for customer parking. Tenant shall fumish Landlord the state automobile license numbers assigned to the
vehicles of TenanPs employees wi[hin 5 days after reques[by Landlord. 'Cenant shall notify Landlord of changes to
[he numbers within 5 days after the changes occur. If Tenant or TenanPs employees continue to park in the
cus[omer parking areas,after notice is given to T enant by Landlord, Landlord may, in addition to any other remedies
Landlord may have,charge Tenant^�25 per day, for each day or partial day,per vehicle pazked in the customer
parl:ing areas,attach violation s[ickers or notices to the vehicles and have the vehicles removed at Tenan['s expense.
(k) Tenan[shall use the pest ex[ermination contractor that Landlord may choose,and when Landlord requires
Tenant to do so. Tenant shall not keep or pertnit any animals in the Leased Premises,unless expressly allowed by in
thisLease,orunlessusedbydisabledpersons. Notwithatanding the foregoing and in
accordance with written rules and procedures submitted by Tenant
and approved in advance by Landlord, Landlord will allow Tenant
to conduct apecial programa involving the diaplay of live
animals within the Leased Premisea from time to time. Tenant
shall ensure that all animal waste including but not limited to
feces, urine, hair, and food is diaposed of purauant to
applicable law and Landlord criteria. Tenant shall ensure that
all waste is properly bagged and etored in containers prior to
dispoaing so as not to (i) emanate any smell; or (ii) cause any
health concerns . Landlord may at Landlord' s option, require
Tenant to dispose of auch in trash bina which are not located at
the Shopping Center, at Tenant ' s expenae .
(t) If Landlord installs a central music sys[em in the Shopping Center, and Tenant desires to purchase another
music system,Tenant ma}', at Landlord's option,purchase the sys[em from Landlord(provided landlord's charge is
competitive with any similar service available to Tenant).
(m) Tenant shall not carry on any trade or occupation or opera[e any inswment, apparatus or equipment which
emits an odor or causes a noise outside the Leased Premises or which is of7ensive.
(n) Tenan[shall not put temporary signs or fixmres(including portable trade fixmres,displays and folding
tables) for the display of inerchandise within 3 fee[of either side of any entrance to the Leased Premises.
Merchandise displays shall no[extend beyond the frontage line of the Leased Premises. .
Notwithstanding the foregoing and with Landlord' s prior written
consent, Tenant ahall be allowed to place professionally
prepared aignage and promotional materials which conform to
Landlord' s deaign criteria at or near the entrance of the Leased
Premiaes to announce library programs and activitiea or deliver
library servicea .
(o) Tenant shall store and stock in the Leased Premises only goods, wares, merehandise and other property '
necessary for the conduct of Tenant's business.
(p) Tenan[shall no[use or pertnit the Leased Premises to be used for living, sleeping,residential or lodging
purposes.
(q) Tenan[shall no[use the plumbing for a purpose other than that for which it is constructed. No grease or
foreign substance shall be put in the plumbing, and the expense of any resulting breakage,stoppage or damage
(whe[her on or off the Leased Premises)shall be bome by Tenant.
(r) Tenant shall not in ihe Joint Use Areas:
(i) vend,peddle or solicit orders for sale or distribution of an}'merchandise,device,service,
periodical,book,pamphlet or other matter;
(ii) exhibit any sign,placard,banner,notice or other written material:
(iii) distribute any circular,bookle[,handbill,placard or other material:
(iv) solicit membership in any organiza[ion, group or association or coniribution:
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(v) parade,paVOl,picket, demonsVate or engage in conduct that mieht interFere with or impede the
use of the Joint Use Areas by any customer, invitee or employee,create a dismrbance, attract attention or
harass,annoy,disparage or be de[rimental to[he interest of any of[he other tenants;
(vi) use the Join[Use Areas for any purpose when none of the retail establishments within the
Shopping Center are open for business;
(vii) panhandle,beg or solicit funds; nor
(viii) solicit business.
(s) Tenant shall have[he responsibility for protecting the Leased Premises from theft, robbery and pilferage,
and shall keep non-customer doors locked.
(t) No symbol,desigq name, mark or insignia adopted for or used by Landlord in�he Shopping Center shall
be used by Tenant without the prior writren consent of Landlord.
(u) In the even[Tenant requires[he use of telecommunica[ion, high-speed network or data Vansmission
services from the Leased Premises, Landlord may require Tenant to contrect for such services through Iandlord or
one of Landlord's designated service providers,provided[hat the wst[hereof is comparable to that available to
Tenant&om another provider,given a comparable level and quality of service and equipment. Landlord's liability
relative to such services shall be the same as that for provision of utilities as set forth in Article 16(g).
Landlord shall have all remedies provided in this Lease for the breach of any of the provisions of ARTICLE 26.
Tenant agrees to pay Landlord,upon demand,in addition to and not in lieu of Landlord's other remedies,S70 per
violation of any of the rules and regulations. Landlord shall have the right to grant variances of the rules and
regulations,and shall enforce the rules and regulations at its sole discretion.
:1RTICLE 27- Eminent Domain
(a) If[he entire Leased Premises is appropriated or taken under eminent domain by any public or quasi-public
authority,this Lease shall tertninate on the date of the[aking. Landlord and Tenant shall be releued from liability
accruing afrer that date. If more[han 25%of the square footage o£floor area(including a mezzanine, if any)of the
Leased Premises is taken under eminent domain by any public or quasi-public authority,or if because of Ihe
appropriation or taking, regardless of the amount takeq the remainder of the Leased Premises is not usable For ihe
pucposes specified in Reference Provision 1.03,either Landlord or Tenant shall ha��e[he right to tertninate[his
Lease as of Ihe date Tenant is required to vacate a portion of Ihe Leased Premises which has been taken,by giving
notice to the other in writing within 60 days after the date of the taking. Landlord and Tenant shall be released from
liability accruing after that date.
(b) Whether or not this Lease is[erminated, Landlord shall be entitled[o the entire award or compensation and
any portion of any compensation awarded for Ihe diminulion in value of the leasehold interest or fee of the Leased
Prertuses,bul Tenant's right[o receive compensation or damages for Tenan['s fixtures and tangible personal proper[y
shall not be affected. If this Lease is terminated,rental,additional rental and other charges for the last month of
Tenant's occupancy shall be prorated,and Landbrd shall refund to Tenan[rental,additional rental or other charges
paid in advance.
(c) If Landlord and Tenant elect not to terminate this L.ease,Tenan[shall remain in the portion of the Leased
Premises which has not been appropriated or[aken. Landlord agrees, at Landlord's cost and expense,to restore the
remaining portion of the Leased Premises to the qualiry and character that existed prior to[he appropriation or
taking as soon as reasonably possible. , ,
....,,,.....,,....:.`::.:::;.::•.:. :�:..e,.�.�.e.. ...�.e.. ,. _.,a . .�.�.. A voluntary sale or
conveyance in lieu of condemnatioq bu[under Ittreat of condemnation,shall be an appropriation or taking under
eminent domain. Tenant shall no[have a daim against Landlord because of a taking.
ARTICLE 28 -At[ornevs' Fees
If, during the Term or aftenvards,either party insti[utes an action,proceeding or coun[erclaim against the other
relating to ihis Lease,or a defaul[, [he unsuccessful party shall reimburse[he successful party for the total amount of
coun costs,expenses and reasonable a[tomeys' fees ac[ually incurred up to S 10,000,�he parties waiving any statute.
rule of law or public policy to ihe convary. The parties agree to confirm this agreement in writing a[the start of the
action,proceeding or counterclaim. The giving of a notice of default by Landlord shall constitute part of an action
or proceeding under this Lease,entitling Landlord to reimbursement of its reasonable expenses of a[tomeys' fees and
disbursements,even if an action or proceeding is not commenced in a court of law and whether or no[[he defaul[is
cured. This ARTICLE 28 shall survive the expiration or termination of this Lease.
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ARTICLE 29- Sale of Leased Premises bv Landlord
In the event oF the sale or exchange of Ihe Leased Premises or the Shopping Center and Ihe assignment of this Lease.
Landlord shall be relieved of all liability for the covenan[s and obligations in or derived from this Lease,or arising
out of any act,occurrence or omission relating to[he Leased Premises or this Lease. The covenan[s,representations
and obligations of Landlord shall be binding on Landlord only during the period [hat Landlord has an ownership
interes[in the Shopping Center.
ARTICLE 30-Notices
Notices and demands shall be given in writing by personal delivery or sent by certified mail or by nationally
recognized ovemigh[courier service,addressed[o Landlord and to Tenan[at[he addresses specified in[he
Reference Provisions or a[the addresses which were last specified by notice by Landlord or Tenan[. Notices or
demands shall be deemed[o ha��e been given, made or communicated on the date they were deposi[ed in the United
States mail as certified matter, with postage fully prepaid.
ARTICLE 31 - Remedies
All righ[s and remedies of Landlord and Tenan[under this Lease or at law are cumulative, and the exercise of one or
more rights or remedies shall not esclude or waive the right to the exercise of any others. All rights and remedies
may be exercised and enforced concuaendy, whenever and as often as desirable.
ARTICLE 32 - Successors and Assiens
All covenants,promises, conditions,representations and agreements shall be binding upon,apply and inure to
Landlord and Tenant and[heir heirs, executors,administrators,successors and assigns. The provisions of ARTICLE
21 hereof shall not be affected by this AR7'ICLE 32.
ARTICLE 33-Reoresen[ations
Tenant agrees that Landlord,its employees and agents have made no representations, inducements or promises about
the Leased Premises, the Shopping Cen[er or[his Lease,or about ihe characteristics or conditions regarding or
pertaining to the Leased Premises or Ihe Shopping Center,unless the representations, inducements and promises are
in this Leaze. Tenant has independently investigated the potential for the success of its operations in the Shopping
Center. Therefore,no claim or liability,or cause for termina[ion,shall be assened by Tenant against Landlord, iu
employees and agents, for,and they shall not be liable because of, the breach of any representations, inducemenis or
promises not expressly in this Lease.
My claim,demand,right or defense by Tenant which is based upon or arises in connection with this Lease or the
negotiation of this Lease prior to its execu[ion shall be barred unless Tenant commences an action or interposes a
legal proceeding or defense within 1 year afrer[he date of the inaction,omission or occurrence of the e��ent,or the
action to which the claim,demand, righ[or defense relates.
ARTICLE 34 - �Vaiver
The failure by Landlord or Tenant to insis[upon sVic[performance by the other of any of[he covenants,conditions,
provisions,rules and regula[ions and agreements in[his Lease,or to exercise a right, shall not be a waiver of any
rights or remedies and shall not be a waiver of a subsequent breach or default. A surrender of the Leased Premises
shall not occur by Landlord's acceptance of rental or by other means unless Landlord accepu the surrender in
writing. A pa}�en[by Tenant or receip[by Iandlord oF an amount less than[he monthly rental shall not, nor shall
the endorsement,statement, check, letter accompanying a check or payment of rental,be an accord and satisfaction.
Landlord may accept a check or paymen[withou[prejudice to ils righ[lo recover the balance of rental due and
pursue any o[her remedy. A waiver by Landlord for one tenant shall not constitute a wai��er for another tenant.
ARTICLE 35-Holdine Over
If Tenant remains in possession of the Leased Premises a£ter the expiration of Ihe Tertn without a new lease(evee-if
,Tenant shall be deemed to be occupying the Leased Premises as
a[enant from month to month,subject to the covenants,conditions and agreements of this Lease, provided
however, in lieu of Minimum Annual Rental, Tenant shall be
obligated to pay "Hold Over Rental" of $2 , 000 . 00 per month for
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as long as Tenant remaina in posaeasion of the Leased Premiaea.
.. ,�<.,. _�.,._
•'-°R,r�,r°—. If Tenan[fails to suaender the Leased Premises on the termination of this Lease.Tenant shall, in addition
to other liabilities to landlord, indemnify,defend and hold Landlord harmless from loss and liability resulting from
tha[failure including,but not limited to,claims made by a succeeding tenant. The exercise of Landlord's rights shall
not be interpreted to allow Tenant to continue in possession, nor shall it be deemed an election to extend the Tertn
beyond a month-to-month basis. If Landlord, in its sole discretion,determines to permit Tenant to remain in the
Leased Premises on a month-to-mo�th basis,the month-to-month tenancy shall be terminable on 30 days prior
written notice given by either party to[he other party.
If Tenant remaina in poaseseion of the Leased Premiaea after the
expiration of the Term and Tenant and Landlord are involved in
good faith negotiationa for a new lease as demonstrated by a
renewal lease being executed within 30 days of the expiration of
the Term, the rental proviaione of this ARTICLE 35 ahall not
apply. However, if Landlord and Tenant do not enter into a
properly executed and delivered renewal lease within 30 days of
the termination of this Lease, then, commencing 30 days after
the expiration of the Term, Tenant ahall pay Hold Over Rental on
the la` day of each and every month for as long as Tenant remaina
in posaesaion of the Leased Premisea .
If under ARTICLE 35 Hold Over Rental begins on a day other than
the lat day of a month, the monthly inatallment of Hold Over
Rental for the period from the beginning date until the lat day
of the month next following ahall be prorated accordingly. All
Hold Over Rental, rental, additional rental, and other auma due
Landlord under this Lease shall bear intereat from the due date
until paid by Tenant, at the rate of 2$ above the Prime Rate (ae
defined below) , not to exceed the maximum rate of intereat
allowed by law in the atate where the Shopping Center ie located
(the "Intereat Rate") . The interest shall be deemed to be
additional rental . All rental provided for in this ARTICLE 35
ehall be paid to Landlord at the addresa in Reference Proviaion
1 . 10 or to another payee or addresa that Landlord deaignatea .
"Prime Rate" wherever it appeara in the Lease meane the prime
rate (or base rate) reported in the Money Ratea column or
section of The Wall Street Journal as being the base rate on
corporate loans at large II. S . money center commercial banke
(whether or not that rate has been charged by any bank) . if The
Wall Street Journal ceasea publication of the prime rate, Prime
Rate ehall mean the higheat rate charged by Chase (or ite
successor) on ahort term unaecured loane to its most
creditworthy large corporate borrowers . If The Wall Street
Journal (i) publiahea more than one prime rate or base rate, the
higher or highest of the rates ehall apply, or (ii) publishes a
retraction or correction of that rate, the rate reported in that
retraction or correction ahall apply.
ARTICLE 36- Interoretation
Only the relationship of Landlord and Tenant is created by this Lease. No provision of this Lease or act of either
party shall be consWed to create the relationship of principal and agent,partnership,or joint venture or enterprise.
ARTICLE 37-Ad�•er[isine and Promo[ional Sen•ice
�.�r�^^`^^^-^'�^°°°-°°�°�, Landlord may fumish and maintain professional advertising, marketing and sales
promotions which are intended to promote the Shopping Cen[er and/or benefit sales therein. Such advertising and
promo[ion services may be provided in whole or in part by a 3rd party provider or by Landlord or by an affiliate,
subsidiary or other related company of Landlord. The nature and ex[ent of such advertising and sales promotion
sen�ices shall be within Iandlord's sole and absolute discretion. .
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_ .
ARTICLE 38 - Ouie[ Enior�men[
Landlord has[he right,power and authority to enter into this Lease. Tenant, or any permitted assignee or sublessee
of Tenant,upon the payment of Ihe rental and performance of Tenant's o[her covenants,shall and may peaceably
and quiedy have,hold and enjoy[he Leased Premises during the Tertn. This covenan[shall be consWed as a
covenant running with the land. It shall not be construed as a personal covenant of Landlord.
ARTICLE 39-R'aiver o(Redemotion
Tenant waives any right of redemption if Tenant is evicted or dispossessed for any cause,or if Landlord obtains
possession of the Leased Premises because of the default of Tenant or o[heru�se. The rights given to Landlord are
in addition[o rights that may be given to Landlord b}'stamte or othenvise.
AI2TICLE 40- Fees
Tenant wartants and represents that it has not had nego[iations with or deal[with a realtor, broker or agent in
connection with this Lease. Tenant agrees to pay and hold Landlord harmless from the cost,expense or liability
(including the costs of suit and reasonable attorneys' fees) for compensation,commissions or charges claimed by a
realtor,broker or agent regarding Ihis Lease.
ARTICLE 41 -Tenant's Prooerh�
Except for the grosa negligence or willful misconduct of Landlord, its agents or emplo}'ees. Landlord.
its agenis and employees shall not be liable,and Tenant waives all claims, for damage to persons,property and
Tenant's business sustained by Tenant(or anyone claiming through Tenant)located on the Leased Premises.
Property kept or stored on the Leased Premises shall be kept or stored a[[he sole risk of Tenant,and Tenant shall
indemnify,defend and hold Landlord harmless from any claims arising out of damage to the same or damage to
Tenant's business, including subrogation claims by Tenant's insurance camer.
ARTICLE 42 -Lease Status
Within 10 days of Landlord's writren request,Tenant shall without charge execute,acknowledge and deliver to
Landlord an instrument required under[his Lease or an ins[rument prepared by Landlord containing[he Ftental
C-�.2:.22.n2�;.-�.�°'°Opening Date and Expiration Date of Ihis Lease, and if true, [hat(a)this Lease is a
true copy of the Lease between the parties,(b)there are no amendments(or sta[ing the amendments),(c)the Lease
is in full force and effect and that, to the best of TenanPs knowledge, there are no offsets, defenses or counterclaims
of ren[al or in the performance of the other covenants and conditions to be performed by Tenant,(d)no default has
been declazed by either party and that Tenant has no knowledge of any facts or circums[ances which it believes
would constim[e a default by either party and(e)any o[her mat[ers reasonably requested by Landlord. "I enant shall
remain liable to Landlord for damages sustained by Landlord because of the failure by Tenant to execute,
acknowledge and deliver the inswment. The failure of Tenant to execute,acknowledge and deliver the inswmen[
shall be an acknowledgment by Tenan[that the statements contained in the instrument are correct. Myone
transac[ing wi[h Landlord shall have the right to rely on the accuracy of the s[atemen[s con[ained in the inswment,
whe[her i[is signed by Tenant or deemed acknowledged by Tenan[pursuan[to this ARTICLE 42.
ARTICLE 43- Recordine
7 enant shall no[record this Lease,a memorandum, "short forrti' or other reference to this Lease, without the written
consent of Landlord.
ARTICLE 44 - Force�Iaieure
If either pany is delayed,hindered or prevented from the perfortnance of an obligation because of strikes, lockouts.
labor troubles, the inability to procure materials,power failure, resvictive governmental laws or regulations,riots.
insurrection,war or another reason not the fault of the party delayed,but not including financial inability,Ihe
perfortnance shall be escused for the period of delay. The period for the performance shall also be extended for a
period equal to the period of delay. Tenan[shall not be excused from the prompt pay7nent of rental, additional rental
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or other payments. It shall be a condition of Tenant's right to claim an extension that Tenant notify Landlord, in
writing,wi[hin 10 days after the occurrence of the cause, specifying the nature of the cause and the period oF time
necessary for performance.
ARTICLE JS- Cons[ruction of Lease
Tenan[has read and understands this Lease. The rule of conswction that a document should be consWed most
s[ric[ly against the party which prepared the document shall no[be applied,because both parties have participa[ed in
[he prepazation of Ihis Lease.
ARTICLE 46-Securih�
� ,ti .� �iti....• � ..�:�:..�s_ : _ .:.� �... .�...�.._��....,.e �� Tenr�nt e€ TeRenF's e�liFatiens 7k
T....... ....A 1..... I..C.�6e 1 .. �,..1 D.......'...... '.. �L..�......d'r' ....d ....d.. 6'
... a..i.. .,. ..,.�'�..... .. _v..,. ..�.c,.,..:,...,. r .._ai__a .., i � t,�
r °i s
�a .. �.....�._._.,.. ,. ...x... ,...,a:.,._ a_�...._ _ ,.,.a � .
r� s s
ARTICLE 47-Caotions
Captions are for convenience and reference only. The words contained in the captions shall not be deemed to
explain,modify,amplify or aid in the interpretation,conswction or meaning of this Lease. The use of masculine or
neuter genders shall include the masculine, feminine and neuter genders. 'The singular Corm shall include the plural
if the context requires. "Landlord" and"Tenant" means"Landlord"and°Tenant" and"[heir agen[s and employees",
uniess the context requires otherwise.
ARTICLE 48- Severabilih�
If any provision of this L.ease or any paragraph, sentence,clause,phrase or word is judicially or adminisiratively
held invalid or unenforceable, that shall not affect, modify or impair any other paragraph,sentence,clause,phrase or
word. The parties acknowledge that certain charges, fees and other paymenu are deemed"additional rental" in
order to enforce Landbrd's remedies,and shall not be conswed to be"renP' if rent controls are imposed.
ARTICLE 49-Obiec[ion to Sta[ements
Tenant's failure to object to a statement, invoice or billing within one year after receipt shall cons[iWte Tenant's
acquiescence. Tenant shall be required[o provide Landlord with a specific and detailed list of Tenant's objections a[
the time Tenant makes its objection to Landlord. 'I'he statement, invoice or billing shall be an account s[a[ed
beta•een Iandlord and Tenant.
ARTICLE 50- Liabilih•of Landlord
Landlord's liability under this Lease or arising out of the relationship of the parties shall be limited to Landlord's
interest in the Shopping Center. Judgments rendered against landlord shall be satisfied solely ou[of the proceeds of
the sale of Landlord's interest in the Shopping Center which have been received by Landlord. No personal judgment
shall apply against Landlord upon extinguishment of its rights in the Shopping Centec A personal judgment shall �
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no[crea[e a righ[of execu[ion or levy against Landlord's assets. The provisions of this ARTICLE SO shall inure to
Iandlord's successors and assigns. These provisions are no[designed to relieve Landlord from the perfortnance of
its obligations under this Lease, but to limit the personal liability of Landlord in case of ajudgment against
Landlord. TenanPs right to obtain injunctive relief or specific perfortnance or to have any other righ[or remedy
which may be awarded Tenant by law or under this Lease shall not be limited however. No personal liabiliry is
assumed by nor shall at any time be enforceable agains[Landlord.
ARTICLE 51 -No Ootion
The submission of this Lease is not a reservation of or option for the Leased Premises or any other space in[he
Shopping Center,and��ests no right in Tenant. This Lease shall become efiec[i��e only upon proper execu[ion and
delivery by the parties.
ARTICLE 52 -Execution of Documen[s
Tenant shall pay Landlord $0 . 00 (plus charges, if
any. Gom Landlord's mortgagee) to reimburse Iandlord for the administretive and legal expense for the review,
prepara[ion and processing of any document sent to Landlord at Tenant's request,whether or not the document is
executed by Landlord.
ARTICLE 53 - Coroorate Tenant
If Tenant is or will be a corporation or partnership or limited liability company of any kind, the persons executing
this I.ease on behalf of Tenant covenant and represent that Tenant is a duly incorporated or duly qualified(if
foreign)corpora[ion or partnershiq as the case may be(including without limita[ion a limiled liability corpora[ion
and a limited liability partnership)and is authorized to do business in the State where the Shopping Center is located
(evidence shall be supplied Landlord upon request). Tenan[also covenanis and represents that[he person or
persons,par[ner or member executing this Lease on behalf of Tenant is(if a cocporation)an officer of Tenant, and is
(if a corporation or parinership of any kind)authorized to sign and execute[his Lease.
ARTICLE 54- Printed Provisions
The printed provisions of this Lease and writ[en or typed additions shall be given equal weight Cor the interpretation
of this Lease. The dele[ion of any portion of this Lease shall not create an implica[ion regarding the intent of the
pariies,and this Lease shall be read and interpreted as if the dele[ed portion had never been in this Lease.
ARTICLE 55- En[ire Aereemen[
This Lease is the only agreement between the parties for the Leased Premises. M amendment, modification or
supplemen[ro this Lease shall no[be effective unless it is in writing and execu[ed by[he pariies.
ARTICLE 56-No Third-Partv 12iehts
This Lease shall not confer righ[s or benefiu, including[hird-party beneficiary rights or benefits to an}'one[ha[is no[
a named party to this L.ease,including any individual,corporation,partnership, trust,unincorporated organiza[ion,
govemmental organiza[ion or agency or political subdivision.
ARTICLE 57- Financial Statements
..a'.:,... . .�... r ,. � .
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ARTICLE gg- Other Loca[ions
If during the Term: (a)Tenant, its parent, subsidiary, franchisor,or franchisee, Ihe Guarantor of[his Lease; (b)any
person, firtn,corporation or other entity having an interest in any of the above panies; or(c)any other persoq firtn
or corporation conV011ing or controlled by Tenant or any of the above parties,shall directly or ind'vecdv,either
individually or as a partner, shareholder,agen[,employee or otherwise,own, operate, main[ain or have an affiliation.
im•es[ment or interest in business similar to or in competition with[he one operated at the Leased Prearises wi[hin
the radius specified in Reference Provision L20 as measured from the perimeter of the Shopping Center(except
[hose carried on as of the Effective Date) then that shall constitute a default.
......,. _.. :.. ,._c�... .�... . .,,.va n.,....:,_. A substantial increase in size or other substantial change in the business
a[locations in existence on the Effective Date,or change in location to a location wi[hin the radius, shall remove the
exemption created for that location. "Radius" shall mean a geomevic measurement and not the actual distance over
roads.
ARTICLE 59-TenanPs Failure
This Lease shall be govemed by the laws of Ihe State in which the Shopping Center is located and shall be deemed
made and en[ered into in the county in which the Shopping Center is located. If Tenan[fails to comply with and
pedortn any of its covenants,conditions or agreements, Landlord shall have the right, bu[no[be obligated, ro
perform Ihe covenants,condi[ions or agreemenis. Tenant shall pay[o Landlord on demand as additional ren[al, a
sum equal to[he amoun[spent by L,andlord for the perfortnance,plus 15%of such amoun[[o defray supen�ision and
overhead. If Landlord performs any covenants, condi[ions or agreements, Landlord, its agents or employees may
en[er the Leased Premises. That entry and performance shall no[constitute an evic[ion of'Cenant in whole or in pan,
nor relieve Tenant from the performance of the covenan[s,conditions and agreements. Landlord, its agents and
employees shall no[be liable for claims for loss or damage to Tenant or anyone claiming through or under Tenant.
ARTICLE 60- O��nershio
(a) [f Ihe ownership of the Shopping Center is in a Real Esta[e [nvestment Trust, then Landlord and Tenan[
agree that all a�itienel rental paid to Landlord under[his Lease
(collec[ively referred to in this Section as"Rent")shall qualify as"ren[s from real property" wi[hin[he meaning of
Section 856(d)of the Intemal Revenue Code of 1986,as amended(the"Code")and the U.S. Department of
Treasury Regulations([he"Regulations"). Should[he Code or the Regulations,or in[erpretations of them by the
Intemal Revenue Service contained in Revenue Rulings,be changed so Ihat any Ren[no longer qualifies as"rent
from real property" for the purposes of Section 856(d)oF the Code and the Regulations,other than by reason of the
applica[ion of Section 856(d)(2)(B)or 856(d)(5)of the Code or[he Regulations, [hen Rent shall be adjusted so that
it will qualify(provided however that any adjustmen[s required pursuant to this Section shall be made so as to
produce the equivalent(in economic terms)Ren[as payable prior to the adjustmen[).
(b) My services which Landlord is required to fumish pursuant[o the provisions of this Lease may,a[
Landlord's optioq be fumished from time to time, in whole or in pari,by employees of Iandlord or Landlord's
afTiliates or by one or more third parties hired by landlord or landlord's affiliates. Tenant agrees that upon
Landlord'sµTitten request it will enter into direct agreements with the parties designated by Landlord to provide
such services,provided that no such contract shall result in Tenant ha��ing to pay, in the aggrega[e, more money for
the occupancy of the Leased Premises under the terms of this Lease,or Tenant's receiving fewer services or services
of a lesser quality than it is othenvise entitled to receive under the Lease.
ARTICLE 61 - Soecial Pro��ision
�.��.�.,....�,,.......a,, a..�_...�.___,...,.,,�__ . ...._a._�_re......:.. .....e....�.,.. ...., _.,__�:_.._..__�,.... Tenant waives the
provisions of Califomia Civil Code Sections 1941 and 1942 or any successor or similar legislation with respec[to
Landlord's obligations for tenant ability of the Leased Premises and Tenanfs righ[to make repairs and deduct the
expenses of such repairs Gom rent or to vacate the Leased Premises. Tenant also waives the provisions of California
Civil Code Section 1931(I),or any successor or similar legislation as[o Tenant's right to terminate this Lease for
landlord's failure[o maintain or repair the Leased Premises. Tenan[waives[he provisions of Califomia Civil Code
Sections 1932(2)and 1933(4),or any successor or similar legislation, with respec[to any damage or destruction of
the Leased Premises. My notice other than as specifically set forth in ARTICLL• 23 shall be in lieu of and not in
addition to any no[ice required under Califomia Code of Civil Procedure Section 1161 or any similar or successor
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stamte. Each party waives the provisions of Califomia Code of Civil Procedure Section 1265.130,or any successor
or similar legislatioq allowing the Superior Coun upon peti[ion of either pariy to terminate this L.ease for a partial
taking of the Leased Prertuses.
The exhibits are incorporated by reference into this Lease.
� � �, a- a �, r �
THIS LEASE D7Al' BE E%ECUTED L\ SEPARATE COUNTERPAftTS, EACH OF WHICH SHALL BE
DEEDIED TO BE AN ORIGL\AL A\D ALL OF�VHICH SHA1,L CONSTITUTE A SINGLE
INSTRU�IENT.
TENANT:
THE CITY OF CHULA VISTA,California
dba"Chula Vis[a Public Librar�"
By:
Cheryl Cox,Mayor
By:
Donna Noms,Ciry Clerk
Approved as to Fortn
By:
Glen R.Googins, City Attomey
L�4\D LORD:
GGP-Otay Ranch, L.P.,a Dela���are limited partnership
By: GGP-0[ay Ranch L.L.C., a Uela�care limi[ed liability compan}•,its general par[ner
By: GGP/Homar[ II L.L.C., a Dela���are limited liabilih�company, its sole
member
B�':
Au[horized Signa[ory
Chula Vista Poblic Librnry_Otay Ranch Town Crnter_6107(3)
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AFFIDAVIT
The undersigced has signed a Lease dated ,20 , with GGP-Otay Ranch,L.P., a
Dela���are limited partnership For[he occupancy of Space No. 0407 Ota}• Ranch To�cn Center. The Lease
business terms were negotiated wi[h D1is[y Schneider, as represen[a[ive of the Landlord. No representative,agent
or employee of[he Landlord represented,suggested,promised or implied[hat the undersigned would be given an
exclusive use in the Shopping Center for[he operation of the business to be conducted in the Leased Premises,or
[hat the Landlord would not lease space in the Shopping Center to a competing or other tenant. Nor has any
representative,agen[or employee of Landlord made any representations,inducements or promises about the Leased
Premises or Ihe en[ry into the Lease,unless expressly in the Lease. Nor has any representa[ive,agent or employee
made any representations,inducements or promises about the charac[eristics or conditions regarding or pertaining to
[he Leased Premises or[he Shopping Center,unless expressly in the Lease. The undersigned has independen[ly
investiga[ed[he potential for the success of its operations in the Shopping Center and has no[relied upon any
represen[ations, inducemen[s or promises by Landlord's representatives, agents or employees,other than those
contained in the Lease.
TENAN"I': THE CIT1'OF CHULA VISTA
d/b/a: Chula Vis[a Public Librarv
By:
Cheryl Cox,Mayor
Attes[:
Donna Noms, Citv Clerk
Chula\'ista Poblic Librnry_Otay Ranch Toan Crnter_6307(3)
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EXHIBfT A TOWN CEM'ER v`��
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TENANT� CHULA VI3TA PUBLIC LIBR.4RY DATE� 10/10/13 �7 70
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SPACE i� 407 AREA� 2000 DRAWN BY� NAP
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EXHIBIT A-1 TOWN CENTER •���
CHULA VISTA, CALIFORNIA 170 NORTH WACKER URNE, CHICAW, IL 60606
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EXHIBIT B TOWN CB�ITER vv�
CHULA VISTA, CALIFORNIA 110 NORTH WACKER DRIYE. CHILeGO, IL 60606
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EXHIBIT C
DESCRIPTION LANDLORD/TE\��\'T R'ORK
ALL TENANTS
Otay Ranch To«�n Center
Chula Vista, California
Tenan[ accepts Ihe Leased Prertrises in its "as-is" condition. Tenant, at Tenant's expense, shall complete any
improvements that may be required for Tenant's use of the Leased Premises. If Tenant's design is not feasible with
the existing utility locations, such as mechanical, elecvical, plumbing or fire procection, any alterations to the
existing u[ility locations shall be comple[ed by Tenan[ at Tenanfs expense, subject [o Landbrd's prior approval.
All such work shall be in accordance with this Exhibit "C", the Tenant Criteria Manual and other information
contained within Ihe Tenant Package reference below. All work to be pedormed by Iandlord in delivering the
Leased Premises to Tenant shall be limited to those items espressly set forth in Exhibit "C" and Article 2 of[he
Lease, some of which may be performed by Iandlord on behalf of, and for Tenan[as is more fully described herein.
A. TENANT PACKAGE
Tenant Packaee Landlord shall provide a "Tenant Package" [o better identify the Leased Premises and �
provide details in describing conditions of the shell structure. This package may contain such items as:
a. Lease exhibit drawing indicating approximate Leased Premises.
b. Dimensional tloor plan drawings, if available. Tenant shall not rely on such plans or
drawings and must field-��erify physical dimensions and existing conditions in Ihe Leased
Premises prior to and during Tenan[Work(defined in ARTICLE 2 of the Lease).
c. Criteria Manual containing Tenant-required drawing submissions infortna[ion, sign
criteria, architec[ural, electrical and mechanical information necessary for the prepara[ion
of 7'enan['s plans,typical detail sheets,and other information.
d. By the exewtion of Tenant's Lease, Tenant acknowledges receip[of the Tenant Package
and by this reference, it is incorporated in the Lease.
B. TENANT PLAN SUBA7ITTAL REQUIRED'IENTS
1. Tenant 1Vorkine Drawines
Tenant shall provide working drawings consisting of architecwral, mechanical, elecvical,
plumbing, sWC[ural, life safety, specifications and supporting calcula[ion data, prepared by a
registered architect and licensed engineer of the state in which the Shopping Center is located as
deemed necessary by landlord. Refer to Tenant Package for details. Tenant agrees to comply
with the schedule set farth in 2 below.
2. Tenant Plan Submittal R Additional Requirements
a. By the submittal date for preliminary plans and specifications specified in the Reference
Provisions, 7'enant agrees to notify landlord of the identity and mailing address of the
licensed architec[ engaged by 7'enant for Ihe preparetion of plans for Tenant's Work. AI
the same [ime Teuant, at Tenant's expense, shall cause Tenant's architect to prepare and
deliver to Landlord for Landlord's approval one (1) preliminary drawing submittal for
TenanPs Work,adhering to[he requirements as described in the Tenant Package.
b. [f Tenant does not furnish Landlord with the identity of Tenant's architect or furnish
Landlord wilh drawings and specifications by the required da[e, Landlord shall have the
right, in addition to any other right or remedy it may have at law or in equity, to cancel
and rerminate this Lease by written notice to Tenant. Landlord shall in addition to all
other remedies, be entitled to retain and have recourse to any bond, deposit or advance
ren[al previously deposited by Tenant under this Lease as liquidated damages.
c. By the submittal date for final plans and specifications specified in the Reference
Provisions, Tenant, at Tenant's expense, shall cause Tenant's architect [o prepare and
deliver[o Landlord for [andlord's approval three (3) sets of final working drawings and
specifications for Tenant's Work, adherine to the requirements as described in the Tenant
Package.
d. Landlord shall review TenanYs dra�vings and specifica[ions and no[ify Tenant within 15
days of their receipt if they do not mee[ with Landlord's approval. Tenant shall, within
10 days of the receipt of notification,revise and resubmit the drawings and specifications.
When Landlord has approved Tenant's drawings and specifications, Landlord shall initial
and retum one (1) set of appro��ed drawings to Tenant. That set shall show the da[e of
L.andlord's approval,and shall be made a part of this Lease as"EXH[BIT P."
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e. If any changes and/or revisions are made in Tenant's working drawings and
specifications after Landlord's initial approval, Tenant shall deliver to Landlord one set
of revised working drawings and specifica[ions for additional approval.
f. No appro��al by Landlord shall be valid unless signed in writing by Landlord or
Landlord's representative.
g. Tenant shall prepare its plans and perform �I'enan['s Work in compliance wi[h Landlord's
requirements, goveming sta[u[es, ordinances, regulations, codes and insurance rating
boards. T::W,. ;Y;.:: r:.� t ....ai,..a c,._ _,. ..o a....i _�...... ,.. .xe ... �o ¢n cn _
,, t,.,.. _C......,.e :.. .�,.. r ,.....,,a o_.....:,..... _�. .. Cn x ..,.�..,....._,, o..... t_,. „�, a
�y;. '.. ,.,.,..,
�.............. .- ^�.,�;.n�°°� landlord's approval does not relieve Tenant of its
obligation [o complete Tenant's Work in accordance with the terms of Ihe Lease, nor of
the necessiry of Tenant's compliance with the laws, rules, regulations and ordinances of
local goveming au[horities.
h. Any approval by Landlord or Landlord's architect shall nei[her obligate Landlord in any
manner whatsoever u�th respect to the finished product, design andJor construction by
Tenant nor be deemed ro be a modification or amendment to the provisions of the Lease.
Any deficiency in design or consWC[ion, with or without prior approval of Landlord,
shall be solely the responsibility of Tenant. Tenant shall be solely responsible for
corrections in Tenant's \Vork and i�s working drawings and specifications required by
governmental authority.
i. Notwiths[anding anything to the con[rary conlained in this Lease, "I�enant shall comply
with the Americans with Disabilities Act of 1990 ("ADA"), and any amendment to the
ADA, as well as applicable state, local laws, regulations, ordinances and independent
inspections. Compliance will inciude,but not be limited to, the design, wnswc[ion, and
alteration of [he Leased Premises as well as access to, employment of and service to
individuals covered by [he ADA. Upon completion of work, Tenant's or Tenanl's
� architec[ must supply [o Landlord a letter, satisfactory to Landlord, sta[ing [hat the
Leased Premises have been designed and constructed in accordance wi[h and are in
compliance with the ADA.
j. Within 10 days after opening for business in the Leased Premises; Tenant shall provide
Iandlord with one set oF"as-built" drawings and specifications indicating the changes
from EXHBIT P made during the performance of Tenant's Work. As-built drawings
shall accurately locate all underground utilities and equipment installed. As-built
drawings shall be deli��ered to Landlord prior to final inspection of the Leased Premises.
C. STRUCTURE
1. Buildin�Shell
a. Landlord rtrey shal l pro�•ide�t-its-e�iefr, a concrete floor slab wi[hin the interior of
the Leased Premises at Tenant's expense. __ __ _._^� r ....ai.._a.,_,..:a,... .. ., n
---._..,._,,. ...._.,.._.,.._...., ..,,.,.
'° `°• `�-°�°°-°•°�'°�-. Such concrete slab shall be installed in accordance with the
requirements as described in the Tenant Criteria Manual. Any[enant whose requirements
exceed the designed live load shall furnish Landlordµ�th load infortnation prepared by a
licensed struc[ural engineec At Landlord's option, Landlord may, at Tenant's expense,
submit swctural information to its engineer for verification.
b. Tenant is responsible for maintaining [he integrity of[he concrete slab. Any al[erations
to Landlord's slab shall be executed in accordance with the requirements described in ihe
Tenant Criteria Manual.
c. Upper and lower level suspended slab floor penetrations shall be core-drilled; no saw
cu[ting or [renching is permitted. All floor peneVations shall be sleeved and sealed as
required in the Tenant Criteria Manual.
d. SWC[ural modifications and or additions by Tenant to Landlord's sWCture is subject to
Landlord's prior approvaL Tenant shall submit sVUCtural calcula[ions, which have been
prepared by a licensed structural engineer,to Landlord for review by Landlord's engineer,
at Tenant's expense.
2. Roof Penetrations
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Chula Vis1a Public Library_Otay Ranch Town Crnter_6307(3)
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Roof penevations by Tenant shall be held to a minimum. Penevations, flashing and patching of
the roofing system shall be made by Landlord's roofing convactor, subject to Landlord's prior
approval, at Tenant's expense. Any swctural framing or structural calculations required by
Landlord as a result of Tenant's roof penevations shall be pedortned at Landlord's option by
Landlord's con[ractor, a[ TenanPs expense. Any associated curbs, rails, sl:ids, etc. which can
impact the roof system shall be designed in accordance with the manufac[urers recommendations
and installed by Landlord's approved roofmg con[ractor,at Tenant's expense.
3. WatemroofMembrane
A 11 6.,�A r�......n. I.:,.L ....r,,.. ..,.,, r�......�,. �..,.6 ..,. 1.,.... �. ....1...... ..... ..�........ ,..,. 1....,.� ....A . �
...0 ....a ... ..,.o ... ..,u_.._,. .. .va �.. t .,.,a�,.�a .�.�......�.,.... ,�.,, r .,,..._a
D�.....:....,. e . �6..11 6e ..e`F.....ed 6.. T.,......• T......... : .._:l.l� f� .�.
',...:a .�..�.. ... ........ ...t.�..,n,.,._....a ,,.�.,,.�.,.....a.._:,... ,.o.�.,, r ,. ,._a o_,....:..,...
4. Firenroofine
Iandlord may provide�t—it�-e�tie�r fire retardant marerial on i[s swcture within the Leased
Premises ae required by applicable local code. Tenant shall be
required to protect fireproofing and damage to fireproofing shall be repaired by Tenant as
necessary to meet the requirements and recommendations of applicable code and local inspectors,
at Tenant's expense.
D. STOREFRONTS
1. Neutral Piers and Bulkhead
Landlord mey ahal l provide-et-�is-e�tiefr, vertical neuVal surfaces or structural columns at the
lease line separating �enant the storefron[ conswction fOr the LeaBed
Premiaea from another adjacent space. T:::::;::�;: r;.��:.°a'�_a conn nn o,.__..._.., ..:.,..
^°'' °C `^ '°' '�°°°' `-• -``• "��^^a ^^"'. The storefront azea will be left open for Tenant
conswction behveen the edges of the neuval surfaces and between the mall finished t7oor and the
underside of the horizontal soffit.
2. Additional StoreGont Reauirements •
a. Landlord has es[ablished design criteria regulating materials and consWCtion of the
storefronts and signage so tha[ tenant storeFron[s contribute to the overall design concept
of the Shopping Center. In order ro conu-ibute to this theme, the overall storefront design
must conform to the design crireria as described in the Tenant Criteria ManuaL Iandlord
has the right to reject storefronts which do no[ meet the design criteria and ro accept and
approve unusual designs that deviate from the required criteria, all at landlord's sole
discre[ion.
b. -T-enenE Landlord is responsible for conswcting a complece storefront to the full
height and for making a suitable attachment or termination of conswction to the
bulkhead soffit and proper closure agains[ each neuVal pier. Refer to Tenant Criteria
Manual for details. �.._e .,...�.i,, r_ .ue _,., _ ..o a......._. . ,.
. � � o
c. �enen�s The store&ont installed by Landlord shall be self-supporting.
Limited la[eral bracing is permitted from Landlord's sWCture. The storefron[or any part
oEthe interior canno[be suspended from Landlord's bulkhead framing or structure.
E. DEA7ISING �VALLS AND EXITS
l. Demisina\Valls
a. Landbrd shall provide light gauge metal studs or unfinished masonry separating Ihe
Leased Premises from adjacent space. T�^�:; ;:;�;: Y�� �;.^a'^_a c,n nn _,._ r......._ c,..
b. �enant Landlord is responsible for furnishing gypboard on all demising partitions
and surfaces in accordance with code and as described in the Tenant Criteria Manual.
c. Tenants are prohibited from allowing music or other sounds to emanate from [heir space
into an adjacent Tenant space or inlo the mall common area. Tenants who generate
sound levels grea[er than 40 decibels, or as o[henvise deemed necessary by Landlord.
shall insulate [heir space against sound Vansmission. Methods to prevent sound
transmission must be thoroughly de[ailed on Tenant's plans and is subject to Landlord's
approval,as described in[he Tenant Criteria Manual.
' d. Tenant is responsible for providing Landlord with anticipated load and weight
calculations for any wall hung fixtures. If Landlord deems necessary, Tenant shall
provide backing and bracing support [o demising walls to compensate for loading
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imposed by Tenant's wall-hung 6xtures at Tenant's expense.
e. T_....... :.. __,..._.,,.:tiie r_.�._ ..,......�.,..:_.. ,.v,..,.......0 :.. ..��,.�. .... ............:�.. ���... ,.,.,..._.
2. TSe_rv�_i�c�e Doors
TC2t62tt Landloid is responsible for furnishing and installing a service door connec[ing to
service corridors or mall exterior service azeas. The door shall comply a�ith applicable code
requirements and Landlord requiremenis as described in the Tenant Cri[eria Manual. T° ''�.,�-��.�n°°°°•
t�...�.,,,..._. .�.,._,.,.o...�i nnn nn_,.�a,...� .
3. Exit Requirements
�'enant Landlord is responsible for providing all exit requirements and exit identifications
within the Leased Premises in accordance with requirements of applicable code and subject to
approval by the local building authority.
F. INTERIOR FINISHES, FURi\'ISHINGS ,Ai\'D EQUIPA7ENT
1. Floor Finish
Te�3ant Landlord is responsible for all floor finish covering materials for the Leased Premises
and shall make a smooth, level transition with the mall floor at the lease line. '° •n,-a°�.•��;�6�,aF
�va .,. .,.�, t ....ai,._a _ n,._. ..i., ,,. -r�...._. _ i,... � a i i
_ ______ _' __�____ ._ _.__.___ ___.____" __"_ "" " ""_" ., "„_ ...._ _.._ _..,.,_._ ...._. -,........
sha�l-�aj 6m�{er�13.99-�er sqaere feet fer �an�Fer� seleetea..���- •.�-�:,�'-. �e;,a„r,�,';-p.�«.
,. r ....ai,..a�,. n,.,._a..:..0 ....,..,.:.,� ...�r,........�,. ..
......��yu.. u..u6� . .
2. Wall Finish
�enenF Landlord is responsible for the installation of finished walls on the demising
partitions, :^^'..a:^6 ^°� ° °°� °aa:•:�°^' ° ...^" �'�°' :°° fire tapping and wall
finishes, at�enant'-s Landlord' s expense.
3. Ceilines
Ceiling height limitations are created by exis[ing conditions and floorvto-floor heights �•ary
throughout the Shopping Cen[er. Where building conditions permi[, higher ceilings may be
allowed with the written approval of Landlord. A»y Thez'e ahal l be n0 relocation of
or modifica[ion to existing piping conduit and/or duc[work .rs�^^^�•°�°a '-° T°^^^�'^ '°°•°"°•'-
e€ t0 obtain a hiqhex' ceiling. shel��e eE TenenF's-e�ense. " •'�° ^-°° °'�-°° •'�°
� ` ' ' , ' Landlord shall install a
ceiling throughout the Lease Premiae as per the Tenant
Criteria Manual .
4. Access Panels
�'enant L3ndloz'd is responsible for providing access panels throughout [he Leased Premises.
�enant Ldndloz'd shall at minimum pro�•ide 24" x 24" flush mount access panels in Ihe
ceiling within the Leased Premises at dampers, HVAC equipmen[ and elsewhere as required by
Landlord or as required by code in order to provide access to the equipment.
5. Fumishines and Eouioment
Tenant is responsible for fumishing and installing all fixtures, furnishings, equipment, sheh�ing,
Vade fixmres, '°^°°�^'a �—°--• °--�°^•� Tenant' s Work, interior decorations, graphics,
signs, mirrors, coves and decorative ligh[ fixtures and other special effects, as first approved and
permitted by Landlord and in accordance with all applicable federal, state, local laws, regulations
and ordinances.
G. SIGNAGE
I. Tenant Sienaee Submittal
a. Tenant shall submit sign manufacmrer's shop drau�ngs to Landlord depicting sign,
lettering dimensions, overall dimensions, color, materials, mounting details, quantities
and location of the sign in relation to each elevation, as described in the Tenant Criteria
. ManuaL Signs, pertnits and related or resulting construction shall be Tenant's
responsibility. All signs shall be installed under the supervision of Landlord. The sign
contractor shall repair any damage caused by i[s work.
b. Landlord's final written approval is required prior ro sign fabricatioa Tenant shall not be
permitted to open for business in [he Leased Premises wi[hout a sign that has been
approved in writing by Iandlord and which conforms ro applicable building and
elecvical codes.
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2. Interior Sienase Requiremen[s
a. No signage shall be applied ro storefront or hung within 4'-0 from the lease line without
Landlord's written approval. Refer to Tenant Criteria D9anual for additional infortnation.
b. No signs shall be allowed beyond the lease line without Landlord's written approval.
c. A'o flashing,action, moving or audible signs are permitted.
' d. 1�'o television or projection screens are pertnitted within 15 fee[of the lease line withwt
Landlord's written approval.
e. Signs may be vertical, horizontal, and be illuminated. Multiple signing may be permitted
on multi-directional storefronts but only with Landlord's prior written approval.
f. The length of horizontal lettering shall not exceed 50% of the horizontal storefront
length. The proponional ratio of the proposed signage length to the overall horizontal
storefront length shall be left ro[he sole discretion of Landlord.
g. Landlord reserves the right to regulate signage location throughout the mall and near
Mchor stores.
h. �i'ording is limi[ed to the trade name of the store. Landlord shall review logos on a case-
by-case basis.
i. Sign shall be on a timer se[to illuminate during mall hours.
j. No sign manufacmrer's identification,decals or registered trademark shall be pertnitted.
k. Tenant shall keep the sign in good repair at all [imes.
H. HEATING VENTILATION A1VD A[R CONDIT[ONI�\`G
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2. �exenf Landlord provided Roof Top Unit."RTU S, st�m"
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Landlord ahall design and install the RTU System to the Leased Premises as
defined in the Tenant Criteria Manual.
a Landlord rney ehall provide u� ��aPE;a;,, •�°���°-°°' roof supports for roof-mounted
equipment. .
d. �enenF Landlord shall locate the RTU System and provide swctural modifica[ions
in order to comply with the Shopping Centers swctural load limits. Tenan[shall su�rnit
Create swctural calculations, which have been prepared by a licensed swcmral
engineer. •� ' °°a'--a °---° °�°by�en�ler�engieeeF for all roof work.,
. �r......_,�.. r ....ai,._a ... ...�a:a,....:,.__ .,, re..,....�.. a....:.... .._a
... ..........a :y:.u.. �.u•.u...au uuj : '
f0R5�k#0Et`
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e. ......... ........ ..... .
�an�ler� Tenan[shall not enter the roof without prior pertnission Gom a representative
of landlord.
f.
t}.aj....r..11..J.... ....A .. ,.C.6,. DTI I C...r..
g. Notwithstanding any[hing to the contrary con[ained in the Lease, Tenant shall have no
right to an abatement, deduction or set-off in rental if Tenant's R7'U System is or
becomes inoperable.
3. Additional Tenant Requirements
G5
Chula Vista Public Lib�ary_Otay Ranch Town Ccnter_0107(3)
ioiwnois ic:m �5���
a. �enanf Landlord is responsible for providing the mechanical s}'stem within the
Leased Premises, including but not limited ro main[enance, supply metal ductwork,
grilles, registers, electrical wiring, convols, heating, heat detection and circuiVy
necessary for the satisfactory operation of an air conditioning system. Refer ro Tenant
Criteria Manual for details.
b. �enant Landlord is responsible for the design of all ductwork and accessories for air
distribution in accordance wi[h the procedures described in the American Society of
Heating, Refrigera[ing, and Air Conditioning Engineering Guide ("ASHRAE"), and in
accordance with [he latest me[hods recommended in the Sheet Metal and Air
Conditioning Contractors National Association ("SMACNA") low velocity duct manual,
and as othenvise set forth by code.
C. l.. .i.� .,. .,... r .....1�....,1 .....�..:,1,... .. _�e .......,...ed ....,..i.....:,...� ,.,�............. �r.. .. . :n 6,.
a�y'. �ed r....�.. I ....dl,.�d•.. .. ,.�A.�.L,.�. �..6.,�., ....,1 :., r..11..r:,... ,.CT,.......r'.. [IV A!`
.,..a uv n r ,.. .t. ..0 ... T,........�.. ..,.�,. ,, o.,o„_
,.. .,..::b :� .,.,.,.::.b :.y;:.r;::.:' .
.�•T........�!`Jr..�:.. AA..... ..1 r,..a.,..,:i..
d. �enant Landlord is responsible for pro�•iding the Leased Premises with its own
[hermosta[(s)in accordance with the requirements of the Tenant Cri[eria Manual.
e. Teaane Landlord shall proeide plans, specifications and calculations required in
� connection with the ins[alla[ion and operation ofTenant's HVAC System. t�ty�review-e€
E �'enant LandlOrd is required to route HVAC condensation lines as d'uected by code
and the mall on-site representative.
g. Teaent L3ndlord is responsible for providing Landlord copies of air tes[and balance
reports upon completion of work.
h. ,
i. Landlord may provide, at its op[ion, a smoke evacuation and conVOl system within [he
Leased Premises. , ,
�r,..........�...n .. .,r ....ai,._a m� nn............. .. u....
j. "'�°°-.-a�.,�°'° HVAC System and related rooflop equipment must be compatible with
Landlord's life safery/ smoke exhaust sysrem. Alterations to and interface with
Landlord's li(e safety/smoke exhaust system shall be by landlord's contractor. ee
T........✓.. ...�1,. ,...�,...�e
�rn��
k. �eeaat LandlOrd may be required to pro�ide and install, a[ �s
Landloz'd' s expense, heat or smoke detectors within [he Leased Premises [o shut �
down the heating, air conditioning and ventilation whenever an abnortnal condition is
detected. In addition, these devices may be required by local code authorities as part of
ihe fire prevention smoke removal system. Refer to Tenant Criteria Dlanual for details.
I. �M ���. � T� �{ ti v r
�Y�
C•`"_"_" _� _[ __ c v i coic . �' � . . . f l.
''hnnnina C',. e.c.,.. :.�. _ a�� �,� . . ____._-a a �.______` __�_-_
b }' �
�.L„�.. .,.�Ce.:..... :.1. .. ,..I.,.�. 1.
L TOILET EaHAUST SYSTEII
a. Landlord may provide, at its option, a common toilet exhaust system to the Leased
Premises, as defined in the Tenan[ Criteria ManuaL �enenE L8ndloid shall design
and install a toilet exhaust system and connect to Landlord's exhaust duct system within
the Leased Premises.
b. €.. .�.,. ,. . � ....ai,..a a,.,,,. .. ..:a. .�.. ., i
.va .,, a....:.... ....a :.. ...n .�... ,._-�..,...-..-.....�._. �_.�._ r ,. .._a n_.,...:,.,.,. _ ..,.a,..._a .,
.�y;:..,.. ......,,.b.................. ........
d.�C....�d :., r6..T.._.�...�(`A�..�:.. A.f........1
J. ' ' .
C-6
Chula Vista Public I�b�ary_Otay Ranch Toun Crnter_0107(3)
10/14/2013 IGIh /���/
7
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K. UTILITIES
1. ElecVic Sen�ice
a. Landbrd shall provide the main electric distribution system as more fully described in
the Tenant Criteria Manual.
b. Landlord naay ahall provide�e�tien; an empry electrical conduit to the Leased
Premises and associated elecWcal equipment serving [he Leased Premises. €^ ':�:�,;ri
....A..:�....A C'1 f/1!1/1I� q.�..l......-:....1 ..
__- ___ _ � , _"___.__" _,,..__.._.... _, .,..,,, .,,. �.�,.,..,,,..„y;:.y...,.....
C. ____ • r ...,at„_a ..__.:a.._ ., r„t,i., �r..., o,.. __ ., u n.r . . t, i
__ "___ ___'_"' r""".. ' �".."' "_r _..,.. .._..._...,..� � "..... � .,....�... ............ ...
.�.,. r ,......,a n......:...... .r_...._. _t,,,u ......t .,..ai.._a m� cnn nn
d. landlord will fumish elecVic sen�ice within the Leased Premises of no[ more than 15
wa[ts per square foot. �=eneeES Landlord' s electrical requirements for the space
shall be deteraiined &om �'eaenES Land101d' s electrical engineering plans in
accordance with the National Electrical Code("NEC"). ;F•'-° °'°°•�°^' -°^ �^^a°°°�'-°a
,.le,.r.:,. � .ed 6..�6„ hiCl` ., d T 1
,....,., _..�........ ..... ............... ........... .,....... .�y..... .,� •�..z
"'' " T° °`°:: °'.:° ':: �°°� -.a. : Electrical system
,.._. _....... .. .. .. ...y;:., .., .... ,.,. �... �..«�
wi[hin the Leased Premises shall be"as-is"with all elecvical upgrades and modifications
by �'enent Landlord at �eaan�s for Landlord' s work. et$ens���en
�ar�ler�'-s-a�preval:
2. �eaen4 Electrical Requirements
a. �'enanF Landlord is responsible for providing a complete electrical system from
Landlord's distribution point within the Leased Premises. This shall include, but not be
limited to, all necessary labor, branch and main cucuit breakers, panels, Vansformers.
light switchea and light awitch covera, and
outlete and outlet covere, connec[ion ro HVAC power supply.
temperamre convols and connection [o Landlord's smoke detec[or or smoke evacuation
system, if required.
b. �enertt Landloid shall pull copper conductors in conduit and make final connections
at Landlord's electrical distribution panel. Conductors shall be continuous with no
splices between the switchgear in the distribution room and panels within Ihe Leased
Premises.
c. T°°-�„a,,.�°•'° Landlord' e electrical engineer shall include an electrical riser line
diagram and a complete elecvical panel schedule (quantities and sizes of lamps.
appliances, signs, water healers, etc.), indicating individual and total demand oF all
electrical loads.
CJ
Chula Visu Public Libary_Otay Ranch Town Crnter_P707(3)
IOA4�2013 IG:Ih /��/
b
d. Electrical materials and equipmen[shall be new and installed per code and shall beaz the
Undenvriters Laboratories label. All wire must be copper.
e. Lighting fixtures shall be fumished and installed by�eeanf Landlord, and shall be
of a type approved by applicable codes. Recessed fix[ures in furred spaces shall be
connected by a flexible metal conduit and run to a branch circuit oudet box which is
independent of the fixture. Fluorescent ballast shall have indi��dual non-reset[ing
overload pro[ection.
E Panel board furnished and installed by �e�aenE Landlord for lighting and power
wi[hin the Leased Premises shall be equal to type NLAB class panels, and shall mee[ [he
requirements of applicable code.
g. A floor-mounted transformer shall be fumished and installed by�enent Landlord.
as required.
3. Water Service
Landlord rxay ahal l provide:-et-it�e�tien;a cold water supply line at or near the
boundary of the Leased Premises and hot water supply from an
existing water heater (as further deacribed in
Section R. 8 of this Exhibit C) . Thewa[erservicewillterminate
withavalveconnectionto a utility eink installed by
Landlord as part of Landlord' s Work. �'eaentshe}I-�ay
4. Sanitarv Service
Landlord mey ahal l provide;ef-itse�tieF�sanitary sewer stubs at or near the boundary
of the Leased Premises. , . .
5. Vent Smb
Landlord rnay ahall provide�t—tts-e�Eiea: plumbing vent stacl:s throughout the
Shopping Cen[er. ?e°a^• ^�^^^^:•' ^°a�-_a ccnn nn.,,,_. „_. „
6. �enant Plumbine Requirements
a.
'•"- '`° ' - °-a °- This strell 'nele�e bvt neFke�imite�--te--ell
nr ,. . i..�.,._ i. «.ti,. � �
�••YY J Y P�� . .
:�6.,.e,..-......,.�...:.. ..C.. ..I...�.L:......
� � Y Y b .
b. Eei��er 6evel �r......... : __:�.i„ c_ ,, a• �.
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e "i "
re..,...a o_.....:..e_ n,.,._...,..... �, n �. a �u a
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Y
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8. \Vater Heaters
There is an existing water heater at the Leased
Premises that ahall be incorporated into the water
system provided by Landlord and as described in
Section K. 3 . of this Exhibit C. ?e.m°• '° °�'�'° °�- - -•�°a�-°
....., ,�...�� ,�. �:_..:..a .,. „ ....u�.. .. ,, ,
...........:.. .......:... ,._ .._ .
- - -- ----- ---- ------ -- -°-°--- -- -- a-...... _°r__.., .,. ... ,,_. _.,.._. ....._. .._..,.... ..,.�.
�.�..�...._,,.-.-.._ _,.i:,.o. ..,..,, a:..,.�..,_...,..:.._a .,. .�.___.._,._ a _ �.
9. Toile[Facili[ies
. a..... .,,.i,.. c...i....... . .....�.....,,,, ....�, n n� . ...�.... .�...
__'__'_ _' '"_r_".,"_'_ '_' r"..'"_._"a '.,""'. .__....._., .'. ;�...r.......... ...... ..�... :........ ..... �...,....
� A _.. ..C.�........r..�..1......• .. .. In. nr.. n...1 .. ..1.... .. .1 � ' 1�
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C-8
Chula Vista Poblic Liblary_Otay Ranch Town Center_OJ07(3)
�0,�<20�3 ��:�h /5-�7
.:_..,, :.. .�... � ..._.., o_._:�..� t...... ........ .__.....� Toilet facilitiea shail not be
...:�... �..,.:�:.:..� ,. _ , .....,,.._.,�� ..�,....�...., � - — required within the
Leased Premiaea due to the proximity of the public
reatroom.
10. �,....._..�i-•a.o.n,-ro�vc��;;2�
�o.........,t ,. ..:i..�.i„ c_,.... .�.,, ��,...i ...:r... ., r ....ai.._a ..�...0 .. ,, t. .�.,.
!`,....,,_ r ....ai„_a ... .:a,. .. _..i _ _ c.... ... .�.e r e...._a o.e..,:..e.. 'r.,..,....
;:�„-pa� Lv���Bf� sz,eee.ee €ef �at�fei-ga�5 line. tlkl-piping-as;ae',�a ..�_�, ,,,,, ,,,,,,,, c.._
11. Teleuhone
Landlord shall arrange with the telephone company to install telephone service to the main
telephone tertninaL Landlord �nay ehdll provide—et--ies-e�tie� a raceway from the main
telephone tertninal [o Ihe Leased Premises. All telephone work for ex[ension of services [o the
Leased Premises shall be provided by Tenant, at Tenant's expense, in accordance with applicable
code,and subjec[to Landlord's approval. .
L. SPECIAL FOOD TENANT REQUIRE�1ENTS
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festarese
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C-9
Chula Vista Public Libary_Otay Ranch Town Crnta_U107(3)
10/14n013 IG:Ih /��� p
6
ro T,.��..... r:i..
e. Tee�set ts reggen,i e ec-preger j mein�s,..::�s:ES �.�as� oap^ s�sF . ,-�
A.. ,,.. T ....d1..�A .�. .. r6,. .. ....d ..6..�.... T,.......� ..� �6...,. r. ,. T ....AI..�A�..
����� 1 ��������.�:��T
eest. Tenent shell aet-�1see anj+-greese i;ta .. � npae ,o,;,,a,--g�Rs
n,.,.. n. ..'..�- a..,:.... � �:�,.... r ....ai__a ... ..:a� ..
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�•'�
D'I. FIRE PROTECTION SYSTEDI
L TenanE Landlord Sorinkler Svsrem
a. Landlord may ahall provide�f-i4s-e�Fiee, a complete wet sprinkler Fire protection
grid system within[he Leased Premises. T°^^^•��^" ^^..' ^^"'^_a cz ��_,._.... _..a.,..
e..we....�:..i.i„_a_,..._........:.... ..�a _
b. L;.:�:�:� �. _ .:ae „ �.i:..a n........ ,, e c_ �r,,.......• ..i i,._
u� Y �
...I.L..,J :.. �6e t e..�vA 0�.,...:�.... T,........ ..l...11 .. .. 1 ...,d1..�A C1 nnn nn C,.� LI:...l
°aj' .•u a.uvv..0 a � .
n..
rm:�c CvR.cc�:mr>
C. T�.:�:., o.��.u�i u.�.,.:,.., ua:v :....:u:: uaa ...A . ..1.1,.� C...,. � :J.:..
mg.. •ib:°
�6e i e.......1 D�,....:,..... 1., rl... ........r � .....Il..�d ..�.�..:.1..,. .. �..1 ......:..1 4......�..r�....�..�
T,.......�J`:Il•L„�•..o...�vA'. `e i ....Al..�d',. ,. .£..�� ,.6 . ,.�I ♦T........ `
......... ..... .... .:.y. .
d. �ene:3t=s Landlox'd' s fue protec[ion system shall comply with the requiremen[s of
the applicable buiiding codes, fire marshal and be approved by Landlord's insurance
camer. Beyond Landlorda' Work, any tlny modifications or additions
to the sprinkler system, main relocation, or installa[ion of any necessary sprinkler heads
shall be engineered, fabricated and installed by Tenant at Tenant's expense. Refer to
Tenant Criteria Manual for details. �
e. �'enent's Landlord' a sprinl:ler drawings and hydraulic calcula[ions shall be
prepared by a licensed engineer of the state in which the Shopping Center is bcated.
.,. 1.:....��.� T .....11..�.!•........�......1
u:u.. i.b.'i ° .
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2. �enenF Landlord Fire Svstem
a. Landlord mey 8h311 provide�t--its�e�Fie�r a connection for a fire alarm system within
or adjacent to the Leased Premises. ','�:�::; ;::�;: Y;.; �:.;�.�a � ��---- -�c, ���n� o.._
.�.., u_„ .,t....._. _ ,.r ,. �_ .�.., .. . t ....a ,._a ,. �_�,.._.. r."' r." '�'�
..,. ,... ...�.... �.v
»... ,..,., • `�^" '�° °• T°°°°•'- °°^^°�° Refer to Tenant Criteria Manual for
details.
b. �'enant Landlord m;.� �: :�ya:c2Q� shall design and install an engineered fire
alarm system wi[hin the Leased Premises. �s The fire alarm system shall be
compatible with Landlord's sys[em and comply with the requirements of[he applicable
building codes, fire marshal and be approved by Landlord's insurance carrier. Refer to
Tenant Criteria Manual for details.
c. '°°zt..a,��°•'° Landlord' a fire alartn drawings shall be prepared by a licensed engineer
of the state in which the Shopping Center is located. ��••�°°° °-° ���'��°°• •° ' °°a��-a'�
a��ravel=
3. Tenant Fire Extineuishers
Tenant shall provide and ins[all fire extinguishers in the Leased Premises. The number of
ex[ineuishers provided by Tenan[ shall be as required b}' applicable building codes, fire marshal
and be approved by Landlord's insurance carrier.
N. CONSTRUCTION REQUIRE��IENTS
1. Construction Deposi[
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Chula Vista Public Libmry_Otay Ranch Toxm Crntcr_0.107(3)
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2. Conswction Barricade
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3. Construction Trash Removal
Tenant is responsible for trash removal during ��°�'�.,�-�n-�;a;r fixturing and stocking at Tenant's
expense. Tenant shall break its boxes down and place its trash daily in [he containers provided.
Trash accumulation shall not be pertnitted ovemight in the Leased Premises, Join[ Use Areas or
service comdors. ,
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°-^^-.�._,���„-�^�. Compliance with Landlord's recycling program is mandatory.
4. Temporarv Elec[ric
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5. ConVactor Requiremen[s
a. Tenant and or Tenant's contrac[or shall not commence any werk Tendnt Work
without checking in with landlord's on-site representative and supplying all required
pre-wnswction documents. Documents shall include but no[ be limited to a copy of
building permit,Certificate of Insurance and convactor's license.
b. Tenant shall ensure that all Tenant's contractors are bondable and licensed in the state
where the Shopping Center is located. Landlord shall have the right to approve Tenant's �
convactors and subcontractors; however, approval shall no[ constitute the assump[ion of
any responsibility or liability by Landlord for the ac[ions of TenanPs con[ractors or
subconvactors or the qualiry or sufficiency of Tenant's Work.
c. 'I�enant's contractor or subconvactor shall not post signs in any part of the Shopping
Center, on consvuction barricades or in the Leased Premises without approval Gom
Landlord.
d. All supplies necessary for construction, fixturing or merchandising the Leased Premises
must be delivered tivough designated truck docks and down the service cortidors.
e. The con[ractor may pedorm "noisy" constructioq such as jack hammering, saw cutting,
core drilling, etc., only during hours approved by Landlord's on-site representative. 7he
Landlord's on-site representative will [erminate any conswction acti��ty that is deemed
escessively noisy or dusty or which is disruptive to the nortnal operations of the adjacen[
tenants andlor the mall.
f. Tenan['s contractor shall obtain Landlord's approval regarding all drilling, welding or
o[her attachment to Landlord's structural system. Approval by Landlord shall be in
wri[ing before the start of Tenant's Work, and must be clearly identified on Tenant's
drawings. landlord approval of the drawings does not relieve Tenaot's contrac[or of Ihe
responsibility ro make a request in writing prior to starting'CenanPs Work.
g. Tenan['s con[ractor shall supply fire ex[inguishers during conswction, in accordance
with code.
6. Tenan['s Work
a. Tenant shall conform to and comply with all federal, s[a[e, county and local laws,
ordinances, permits, rules and regula[ions in the pedormance of TenanPs Work or in the
pedortnance of any alterations,additions or modifications.
b. Tenant's Work shall be coordinated with Landlord's Nork as well as with the work of
other tenants in the Shopping Cen[er so that Tenant's �Vork shall not interfere with or
delay completion of other conswction in the Shopping Cen[er.
c. In [he event Tenant's Work and Landlord's Work shall progress simultaneously,
landlord shall not be liable for any injury to persons or damage to property of Tenan[, or
of Tenant's employees, licensees or invi[ees from any cause whatsoever occurring upon
or about [he Leased Premises, and 'Cenant shall and will indemnify, defend and save
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Landlord hartnless from any and all liability and claims arising out of or cotu�ec[ed with
any injury or damage. Tenant acl:nowledges that these provisions become effective
beginning upon the da[e Tenant or its agents fust enter [he Leased Premises. This
obligation to indemnify shall include reasonable attomeys' fees and other reasonable
costs, expenses and liabilities incurred by Landlord and its attomeys from the first notice
that any claim or demand is to be made or may be made.
d. Work pedormed by �I'enant or Tenant's conVactor shall be performed so as to avoid a
labor dispute. If there is a labor dispute, Tenant shail immedia[ely undertake whate�•er
action may be necessary ro eliminate the dispute including, but not limited to, (i)
removing all disputan[s from the job site until [he labor dispu[e is over, (ii) seel:ing an
injunc[ion in the event of a breach of conVact action between Tenan[ and Tenant's
contractor and(iii) filing appropriate unfair labor practice charges in the event of a union
jurisdictional dispute. If, during the period of initial conswction of the Leased Premises,
any of Tenant's employees, agents or contractors sU'ike, or if picket lines or boycotts or
other visible activities objectionable to Landlord are conducted or carried out against
Tenant or its employees,agents or convactors,Tenant shall immediately close the Leased
Premises and remove all employees until the dispute giving rise to [he strike, picket line,
boycott or objectionable activity has been setded to Landlord's satisfaction.
e. Tenant agrees that it will not, at any time prior to or during this Lease, including the
period of the performance of Tenant's Work, ei[her directly or indirecdy employ or
pertnit the employment of any contractor, or use any materials in the Leased Premises, if
the use of the contractor or [he materials would, in Landlord's sole opinion, create a
di�culty, strike or jurisdictional dispute with other conVactors engaged by Tenant or
Landlord or others, or would in any way disturb the conswctioq maintenance or
operation of the Shopping Cen[er. If any interference or conflict occurs, Tenan[, upon
demand by Landlord, shall cause all convactors or all materials causing the interference,
difficulty or conflict,to leave or be removed from the Shopping Center immediately.
f. Tenan['s Work shall be subject to inspection by Landlord during the course of
construction for the purpose of determining the quality of the workmanship and
adherence to Landlord requirements. Tenant shall requ'se its contactor to coopera[e u�th
Landlord and correct any deficiencies noted by Landlord. All work perfortned by Tenant .
during the Tertn of the Lease shall be perfortned in accordance u�th Ihis Lease, all
exhibi[s there[o,the'Cenant Design Manual and as direc[ed by Landlord's representative.
g. All work by Tenan[, including repair work, shall be pedormed in a firs[-class
workmanlike manner and shall be in a good and usable condition at completion. Tenant
shall require any person pedortuing work [o guarantee that the work is free from any and
all defects in wod:manship and materials for one (I) year from the da[e of completion.
Tenan[shall also require any such person to be responsible for[he replacement or repair,
wi[hout additional charge, of w�ork done or fumished b}' or [hrough such person which
shall become defective within one(1) year after substantial comple[ion of the work. The
correction of work shall include, without additional charge, all expenses and damages in
connection with the removal, replacement or repair of any part of work which may be
damaged or disturbed. All warranties or guarantees for materials or workmanship on or
regarding Tenant's Work shall be contained in the contract or subcontract. The contract
shall be written so that all warranties and guaran[ees shall inure to the benefit of both
Landlord and Tenant, as [heir respective interes[s appeac and so tha[ either party can
direcdy enforce the convact.
h. In the event Tenan[or TenanPs contrac[or fails to pedorm TenanPs Work, or any pan of
TenanPs Work, in a manner satisfactory to Landlord within 10 days after receipt of
Landlord's punch list, Landlord shall have the right, in addition to and not in lieu of
Landlord's other rights and remedies, to perform the work and Tenant shall pay Landlord
for costs incurred by Landlord in such perfom�ance.
0. INSURANCE REQUIRE�7ENTS
Tenan['s contractor must fulfill the following insurance requirements, and shall maintain a[ no expense to
Landlord:
a. �Vorkers' Compensation Insurance wi[hin statu[ory limits and Employe�s Liability
Insurance with limi[s of no[less than 5100,000.
b. General Liability Insurance with limits of not less than 52,000,000 combined single limit
for bodily injury and property damage, including personal injury, ConVacmal Liability
coverage specifically endorsed to cover the indemniry provisions contained herein and
Con[ractor's Pro[ective Liabiliry coverage if con[ractor uses subcontractors.
c. Motor Vehicle Liability Insurance in the ConVac[o�s name, including owned, non-
owned, leased and hired car coverage with limiu of not less [han 52,000,000 combined
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single limit per occurrence for bodily injury and property damage.
d. Tenan[ shall cause each of its contractors to aeree to name Landlord, the pazents,
subsidiaries and affiliates of Landlord and if Landlord elects, any owner or other
ocwpan[ in or adjoining [he Shopping Centec as Additional Insureds on Convacror's
Commercial General Liability Insurance and Motor Vehicle Liabiliry [nsurance. In
addition to the insurance Tenant is required to main[ain under ARTICLE 19,Tenan[shall
maintain Builders Risk [nsurance including water damage and ear[h movement for the
full replacement cost of TenanPs�York.
e. Each of Tenant's con[rac[ors shall also, to the fullest extent pertnitted under the law,
protect, defend, save harmless and indemnify Landlord, the parenu, subsidiaries and
aCfiliates of Landlord, and if Landlord elects, any owner or other occupant in or adjoining
the Shopping Center,and their employees,officers and agents agains[any and all liability
claims, demands or expenses incurred on account of any injury or damage, alleged or
real, arising out of or in any way connected wi[h any act or omission to act on the part of
the indemnitor.
E Certificate evidence of the required insurance shall be fumished to Landlord before the
stan of Tenant's Work. Insurance carriers shall ha��e an AM Bes['s rating of A-VII or
better, and shall be registered or au[horized to do business in the state in which the
Shopping Center is located.
P. GENERAL
1. Landlord's Access
Landlord,Tenant or any local utility company shall have the right, subject to Landlord's approval,
to run utility lines, pipes,ducts, etc. abo�•e the Leased Premises. It shall be TenanPs responsibility
to provide flush-mounted access panels in its finished work where required by Landlord.
2. Additional Landlord's Work
landlord shall have the right to charge Tenant for certain improvemen[s and other work performed
by Iandlord or caused ro be performed by landlord at Tenant's reques[ within the Leased
Premises although they may not be itemized in the Lease. This work shall be paid for by Tenant
as additional rental upon notice by Landlord. Landlord has no duty, however, [o do any work
which Iandlord is not specifically and expressly required to perfortn under this Lease or uhich,
under any provisions of this Lease,Tenan[may be required to perfortn. The performance of work
by Landlord shall not constitute a waiver of Tenant's default in failing to perform the work
3. Hazardous Materials
Tenant shall comply with any existing or fumre city, state, county or federal regulations or
legislation regarding Ihe control of pollu[ion. Tenant shall not use or install, nor shall peanit its
contrac[ors to use or install, any building materials containing asbestos or o[her Hazazdous
Material. Upon expiration of the Term or the earlier termina[ion of this Lease, Tenant shall
provide Landlord with a statement signed by Tenan[ [hat the Leased Premises do not contain any
Hazardous Material. If Tenan[ fails to do so. Landlord shall have the right to have the Leased
Premises inspec[ed for the presence of Hazardous Ma[erial,and if Hazardous Materials are present
in the Leased Premises,to take all ac[ions which are necessary[o return the.Leased Premises to the
condition it was in prior to [he presence of Hazardous Material in the Leased Premises, all at
Tenant's expense. Tlils obliga[ion by Tenan[ shall survive the Expiration Date or earlier
terailnation of this Lease and shall survive any transfer of Landlord's interest in [he Shopping
Center.
4. Tenant's Refuse
Tenant is responsible for keeping die Leased Premises, the corridor, mall or azcade adjacent to the
• Leased Premises broom clean and free of Vash. If Landlord removes TenanPs or TenanPs
convactor's Vash, the charge to Tenant will be three (3) times Landlord's wst Any material,
whether Vash or othenvise, placed outside of the Leased Premises for more than 24 hours shall be
subject to removal and disposal without notice.
5. CenificateofOccupancv
Tenan[ is responsible for obtaining a Cenificate of Occupancy promptly following comple[ion of
Tenant's Work, and shall promptly forward a copy of i[ to Landlord prior to Tenant opening for
business in the Leased Premises. Tenant shal! not be permitted to open for business wi[hou[ a
Certificate of Occupancy. Upon completion of Tenant's Work or any alterations under ARTICLE
12 of the Lease, Tenant shall submit an original contractor s notarized affidavit,all subcontractors'
original notarized affidavits and original notarized final waivers of lien, as well as any orieinal
notarized lien waivers that Landlord may require from contractors, subconVactors, laborers, and
material suppliers. The documents must be in a form and detail satisfactory to Landlord.
6. Lien Prorection
a. Neither Iandlord nor any mortgage lender of Landlord shall be liable for any labor or
materials furnished to Tenant upon credit, and no mechanics or other lien for labor or
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ma[erials shall attach to or affect any interest of Iandlord or Ihe mortgage lender in the
Leased Premises or the Shopping Center. Nothing in this Leaze shall be deemed or
consWed to constitute Tenant as Landlord's agent or contrac[or for the perfortnance of
TenanYs �Vork. Tenant acknowledges that TenanPs \Vork is to be perfortned solely for
the benefit of 7'enant. Nothing in this Lease shall be conswed as constituting the consent
or request of Landlord to any contractor for the pedormance of labor or the furnishing of
any materials for Tenant, nor as giving Tenant au[hority[o contract as the agent of or for
the benefit of Landlord.
b. If Iandlord's insurance premium or real estate [a�c assessment increases as a result of
Tenan['s improvements to the Leased Premises, Tenant shall pay the increase as
additional rental upon notice from Landlord.
7. Square Foo[aee Calculations
The calcula[ions of the dimensions and square footage of the Leased Premises are &om the
centerline of interior partitions, from the outside face of exterior walls, and from the full [hickness
of comdor and shaft walls.No deductions aze allowed for the space occupied by columns, interior
panitions, or other in[erior construction or equipment installed or placed in the Leased Premises.
The Leased Premises shall not include any space above the bottom oF the shuctural framework
supporting the upper level or roof of the Shopping Center, as the case may be, or below the floor
leve]of the Leased Premises.
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