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2011/07/19 Item 10
CITY COUNCIL AGENDA STATEMENT ~`{~~ CITY OF '~`'^' CHULA VISTA JULY 19, 2011, Item l ~ ITEM TITLE: RESOLUTION OF THE CITY COUNCIL OF THE C[TY OF CHULA VISTA APPROVING A LEASE FOR A STOREFRONT LIBRARY BRANCH AT OTAY RANCH TOWN CENTER SUBMITTED BY: LIBRARY DIRECT REVIEWED BY: CITY MANAGER i ASSISTANT CITY ANAGER~i 1 4/STHS VOTE: YES ~ NO ^X SUMMARY In order to provide library service to residents of the east side of Chula Vista, the City of Chula Vista has entered into negotiations with GGP-Otay Ranch, LTD, fora 3 to 5 year $1 per year lease on a 3400 square foot space at the Otay Ranch Town Center. Today's action will approve the lease. ENVIRONMENTAL REVIEW The Director of Development Services has reviewed the proposed project for compliance with the California Environmental Quality Act (CEQA) and has determined that the project qualifies for a Class 1 categorical exemption pursuant to Section 15301 (Existing Facilities) of the State CEQA Guidelines, because the proposal consists of a lease of an existing facility 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 adopt the resolution. BOARDS/COMMISSION RECOMMENDATION The Board of Library Trustees and the Growth Management Oversight Committee approve the concept of a storefront library in leased premises at the Otay Ranch Town Center. 10-1 JUNE 19. 2011 ,Item ~~ Page 2 of 4 DISCUSSION Thanks to the forward looking management of Otay Ranch Town Center and Senior General Manager Tim Colby, discussions began in late 2010 about the possibility of establishing a storefront library at the mall. Mall management was interested in improving foot traffic and creating an attractive amenity that benefits the community. At the same time, the City of Chula Vista would gain aloes-cost, user-friendly temporary library outlet in eastern Chula Vista. Although the city has enjoyed a good working relationship with Eastlake High School, the current shared use library facility there is less than ideal, with its limited schedule, inconvenient interior location, and lack of wi-fi. The proposed location is the three retail spaces on the west side of the Otay Ranch Town Center Food Pavilion, which will be combined into one 3400 square foot facility. [ts smaller size will permit the space to be staffed on a single shift basis, 5 days a week, for approximately 35 open hours per week. Anticipated opening is late 2011. The logistics of the Otay Ranch location are optimized for success. There is outside access and convenient parking, with opportunity for large scale signage. Appealing amenities nearby include the food court, dog park, fire place lounge, miniature train, pop- up fountain, and weekly Farmer's market. Programming and outreach will extend beyond the library walls to the food pavilion and common areas directly outside, and will include cooperative promotions with mall retail outlets. In addition, opportunities will exist for mutual support and activities with the newly established Chula Vista Police Department storefront. The library's physical arrangement will be maximized for flexibility and self-service. It will feature low-profile moveable shelving so that a common space, programming area, or gathering space can be arranged, and sightlines are maximized. Built-ins such as a laptop bar will make good use of space and capitalize on the large windows and interesting mall-scape views. Staff workroom space and service points will be small so that as much space as possible can be devoted to the public. The storefront library will rely on self-service strategies so that the small staff is used to its best advantage. These strategies will include self-check, self-serve reserve shelf, self-generated computer time reservations, extensive use of subject and functional signage, face-out, colorful displays, and intuitive directional signage for successful self-navigation. The Otay Ranch storefront library will house arapid-turnover appealing collection of high interest items. The facility size prevents having a comprehensive collection onsite, but library users can request items from either South or Civic and expect to have them delivered in a day or two. The library recently instituted the "floating" collection strategy which means that items are shelved where they are returned, ensuring that the Otay Ranch collection will be constantly refreshed, and shipping time and labor will be reduced. Public access computers and wi-fi will be offered, as at other CVPL locations. The plan is to extend the wi-fi range outside the library walls to the food pavilion area to create a hi-tech zone with the library as its center. 10-2 JUNE 19. 2011 ,Item Page 3 of 4 We anticipate that approval of the lease will lead to success for the city and its business partner, and will establish a populaz temporary facility until a permanent full-service library can be built in eastern Chula Vista. Summary of Lease Terms The primary terms of theproposed lease aze as follows: Term: 5 years. Landlord reserves an early termination right after 3 upon 6 months notice. Rent: $1 per year Triple Net Pass Throughs: $0 per year. Typical landlord "pass throughs" for common area maintenance, property taxes and insurance have been waived. Landlord Improvements: Landlord will design, in coordination with Tenant, and cause the construction of "warm shell" improvements, at Landlord's cost, including HVAC, fire suppression, electrical, plumbing, walls, flooring and storefront improvements. Tenant Improvements and Furnishings: Tenant will be responsible for construction of any additional improvements and furnishings, at Tenant's cost, to be completed within 45 days after completion of Landlord's work. Use: The space can only be used as storefront library and must be open and operated for a minimum of 35 hours per week. Failure to comply could trigger a $75 per day penalty. Maintenance: Tenant will be responsible for maintenance of the premises during the Term, including the HVAC system. Other Terms: The lease contains other standazd lease terms that have been reviewed and approved by the City Attorney. DECISION MAKER CONFLICT Staff has reviewed the property holdings of the City Council and has found no property holdings within 500 feet of the boundaries of the property which is the subject of this action. CURRENT YEAR FISCAL IMPACT The fiscal year 20] 1-12 budget includes $200,000 in The State Library Act fund that will be used to furnish and make the necessary tenant improvements in order to prepare this site for the Library's use. The budget previously used to staff the Eastlake Library will now be used to staff the Otay Ranch storefront. No additional appropriations are requested with the approval of the lease. 10-3 JiJNE 19. 2011 ,Item ~© Page 4 of 4 ONGOING FISCAL IMPACT The modifications to the storefront aze one-time costs. The operating costs of the Otay Ranch storefront will replace the City's cost of operating the Eastlake High School Library. ATTACHMENT Lease between GGP-Otay Ranch, LP and City of Chula Vista Prepared by: Betty Wa nis, Director, Chula Vista Public Library 10-4 RESOLUTION N0.2011 - RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A LEASE FOR A STOREFRONT LIBRARY BRANCH AT OTAY RANCH TOWN CENTER WHEREAS, in order to provide library service to residents of the east side of Chula Vista until afull-service library branch can be built, the City of Chula Vista entered into negotiations with GGP-Otay Ranch, LTD (GGP), for a three (3) to five (5) year lease on a 3400 square foot space at the Otay Ranch Town Center for a storefront library branch; and WHEREAS, the Board of Library Trustees and the Growth Management Oversight Committee approve the concept of a storefront library in leased premises at the Otay Ranch Town Center; and WHEREAS, staff negotiated terms with GGP that included rent at one dollar per year, Landlord funded tenant improvements, and other favorable terms for a three (3) to five (5) year term, and presented those terms to City Council for their consideration and approval. NOW, THEREFORE, BE IT RESOLVED the City Council of the City of Chula Vista does hereby (a) approve a lease for a storefront library branch at Otay Ranch Town Center on the terms presented; and (b) authorizes and directs the Mayor to execute the lease in a final form approved by the City Attorney. Presented by Approved as to form by Betty Waznis G n R. Goggins Library Director City ey 10-5 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 R. Go ins rty Attorney Dated: ~ I 7 ~ AGREEMENT -LEASE BETWEEN GGP-OTAY RANCH, L.P. AND THE CITY OF CHULA VISTA 10-6 Otay Ranch Town Center Chula Vist a Public Library - Otay Ranch Space No. 0409 TABLE OF CONTENTS REFERENCE PROV ISIONS ARTI CLE ART ICLE I Leased Premises, Term and Use 31 Remedies 2 Original Conshuction 32 Successors and Assigns 3 Rental Commencement Date 33 Representations 4 Rental 34 Waiver 5 Definition of Net Sales 35 Holding Over 6 Records and Audits 36 Interpretation 7 Taws 37 Advertising and 8 Subordination and Attomment Promotional Service 9 Additional Construction 38 Quiet Enjoyment 10 Condition oFLeased Premises 39 Waiver of Redemption 11 Tenant's Repairs and Maintenance 40 Fees 12 Alterations 41 Tenant's Property l3 Fixtures and Personal Property 42 Lease Status 14 Liens 43 Recording 15 Laws and Ordinances 44 Force Majeure - 16 Environmental Services 45 Construction of Lease 17 Ioint Use Areas and Operating Expenses 46 SecuriTy Deposit 18 Damage to Leased Premises 47 Captions 19 Insurance 48 SeverabiliTy 20 Indemnification 49 Objection to Statements ' 21 Assignment, Subletting and 50 Liability of Landlord Ownership 51 No Option 22 Access to Leased Premises 52 Ezecution of Documents 23 Defaults by Tenant 53 Corporate Tenant 24 Bartender of Leased Premises 54 Printed Provisions 25 Tenant's Conduct aFBusiness 55 Entire Agreement - 26 Rules and Regulations 56 No Third-Party Rights 27 Eminent Domain 57 Financial Sfa[emen[s 28 Attomeys'Fees 58 Other Locations 29 Sale oFLeased Premises by Landlord 59 Tenant's Failure 30 Notices 60 Ownership 61 Special Provisions AFFIDAVI T EXIllBITS EXHIBIT A, A-I Plan s of Leased Premises EX HIBIT B Site Plan EXIBIT C Description of Landlord/Tenant Work Chula Vista Public Library - O[ay Ranch_Otay Ranch Town Center_0409 7/1M2011; TNIW: tg ~~-7 Otay Ranch Town Center THIS LEASE is between GGP-Otay Ranch, L.P., a Delaware limited partnership, ("Landlord"), and THE CTTY OF CHULA VISTA, California ("TenanP'). The date of this Lease is 20_ ("Effective Date"). The Leased Premises are located in theDtay Ranch Town Center ("Shopping Center") in the. City of Chula Vista, County of San Diego, and State of California. REFERENCE PROVISIONS The following references define terms used in the specified Articles and elsewhere in this Lease and shall be construed in accordance with the provisions and conditions in this Lease: 1.01 Leased Premises: 0409 Otay Ranch Town Center containing approximately 3,412 square feet of floor area and approximately 32'3" lineal feet of frontage. [ARTICLE L(a)] 1.02 Expimdon Date: The last day of the 60'" FuII calendar month following the Opening Date. (ARTICLE 1(b)] L03 Permitted Use: Only for the operation of a Chula Vista public library branch providing public library services available at other public librery branches located within the San Diegq CA area. Such services shall include but not be limited to the loan and use of and access to (i) books, newspapers, magazines, sound, video and digital recordings; (ii) electronic research and informational databases and materials; (iii) literary, educational, civic and cultural programming such as hook cluhs, story times, lectures, meetings, arts and crafts programs, and musical programs; homework assistance and tutoring; (iv) public access computers and computer instruction; (v) wi-fi; (vi) assistance in use of reference and research materials; (vii) community intormadon and referral services; (viii) from time to time, the sale of used books provided the display area for any such sale shall not to exceed a total of more than I$O linear feet; and (ix) any and all similar services. Tenant shall not use the Leased Premises for any other use or purpose whatsoever. [ARTICLE I(c)] 1.04 Submittal date far preliminary plans: Nat applicable [ARTICLE 2(d)] Submittal date for final plans and specifications: No[ applicable [ARTICLE 2(d)] 1.05 Beginning Work Date: Five ($) days after Landlord delivers possession of [he Leased Premises in its "as-is"condition to Tenant [ARTICLE 2(e)] 1.06 Opening Date: Forty-five (45) days after [he Beginning Work Date [ARTICLE 3] 1.07 Minimum Annual Rental: Rental Commencement Date-Expiration Date: $1.00 per year The sum outlined in Reference Provision 7.07 includes an unallocated share of Taxes under ARTICLE 7 and the Operating Expense Payment under Reference Provision L22 and ARTICLE l7. Landlord shall allocate such rental in its sole discretion. Such allocation shall in no way increase the sum outlined above. [ARTICLE 4(a)] 1.08 Percentage Rate: Not Applicable [ARTICLE 4(b)] R-1 Chula Vista Public Library-Otay Ranch_Otay Ranch Tovm Center_0409 7/IM'2011; TIvIW: Ig io-a 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 Payment Address GGP-O[ay Ranch, L.P. GGP-Otay Ranch, L.P. c/o O[ay Ranch Town Center 4898 Collection Center Drive 110 N. Wacker Dc Click here to enter to#. Chicago, IL 60606 Chicago, IL 60693 Attn: Law/Lease Administration Department With a copy to: Otay Ranch Town Center 2015 Birch Road; Suite 500 Chula Vista, CA 91915 Attn: General Manager l.ll Address of Tenant: [ARTICLE 30] Notice: Billing: THE CITY OF CHULA VISTA THE CITY OF CHULA VISTA City Hall, 276 Fourth Avenue City Hall, 276 Fourth Avenue Chula Vista, CA 91910 Chula Vista CA 91910 Attention: Library Director _ With a copy to: THE CITY OF CHULA VISTA City Hall, 276 Fourth Avenue Chula V istq CA 91910 Attention: City Attorney 1.12 Additional Gross Leazable Area Annual Rental Increase: Not Applicable [ARTICLE 4(c)] L13 Anchor Minimum Mnual Rental Incease: Not Applicable [ARTICLE 4(d)] 1.14 Trade Name:"Chinn Vista Public Library-Otay Ranch^ [ARTICLE 25] 1.15 Intentionally Omitted [ARTICLE 37] 1.16 Initial Assessment: Not Applicable [ARTICLE 37] 1.17 Preliminary Rent: Not Applicable 1.18 Consruction Allowance: No[Applicable [ARTICLE 2] 1.19 Security: Not Applicable (ARTICLE 46] 1.20 Radius: Smiles [ARTICLE 58] 1.21 Intentionally Omitted 1.22 Operating Expenses Payment: Not applicable [ARTICLE l7] 1.23 Not Applicable 1.24 Chargeback Waiver: Notwithstanding anything to [he contrary contained in the EXHffiITS attached '. heretq the construction Chargeback items which Tenant shall be obligated to pay Landlord in connection with the construction of the Leased Premises pursuant to the EXHIBTTS shall be waived. Notwithstanding the foregoing, the Water Service cost contained in the EXHIBITS shall not be waived, reduced or capped in any way. R-2 Chula Vista Public Library - Otay Ranch_Otay Ranch Town Center_0409 7/14/2011; TM4V: Ig ~~_9 1.25 Not Applicable 1.26 A. Not Applicable B. Not Applicable C: Not Applicable 1.27 Termination Right: At any time after the Iflst day of the 361° full calendar month of the Term, Landlord shall have the right to terminate [his Lease upon 120 days advance written notice to Tenant i 1.28 Not Applicable 1.29 Not Applicable 1.30 Not Applicable 1.31 Nov Applicable 1.32 Not Applicable 1.33 Not Applicable 1.34 Not Applicable 1.35 Anchors: An "anchor" for all purposes under this Lease is any operation, land, building, store or husiness, whether occupied ar vacant and whether owned or leased, which leases or occupies 30,000 square feet or more of space in the Shopping Center 1.36 Intentionally Omitted - References to articles are for convenience and designate some ofthe 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 conhol. Rd Chula Vista Public Library - Otay Ranch_Otay Ranch Town Cen[er_0409 7/IM2011; TMW: Ig '. - ~~-~~ ARTICLE l -Leased Premises. Term and Use (a) Landlord leases to Tenant and Tenant takes from Landlord in consideration ofthe covenants and agreements in this Lease, the premises ("Leased Premises") being that 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 "EXFIIBIT A" and "EXfIIBIT A-1". The Leased Premises shall include condors 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, electrica(wires and drainage lines that directly serve [he 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 adjacent parcels of land not owned, leased or controlled by Landlord but which are operated as an integral part ofthe Shopping Center. The Leased Remises are described further in the Reference Provisions. ., o - --- _ "°'~'° "-"" °' "°` __ _~.. _- __ ._ __ ____.___.._.v- r ...._.. .-.°...°A°u, __ __ -a~ ,..___. Amezzanine shall not be permitted if the Leased Premises are located on an upper level. EXPICBITS A, A-I and B are for informational purposes only, and are not a warranty, representation or agreement that the Leased Premises, Shopping Center or other areas will be as shown on the Exhibits, or that other occupants if shown on the Exhibits will be in the Shopping Center. Tenant has not been granted any easements of light, air or access. Tenant's rights are limited to the use and occupancy of the Leased Premises and the license to use the Ioint Use Areas as they may exist from time to time, all subject to the terms, covenants, conditions and provisions ofthis Lease. (b) The term of this Lease ("Tern") shall begin on the £-free[it~e Opening Date and end on the Expiration Dale in the Reference Provisions. (c) The Leased Premises shall be used and occupied only for the Permitted L'se in the Reference Provisions, and for no other use or purpose whatsoever. Unless specifically noted in the Reference Provisions, Tenant does no[ have exclusive rights to provide any particular services in the Shopping Center. ARTICLE 2 - Original Construction (a) Landlord may make minor changes to the Leased Premises. Landlord may also make changes, reductions and additions without restriction in other areas of [he Shopping Center (including all Ioint Use Areas and all buildings and other improvements), whether the changes are requested by other tenants or deemed desirable by Landlord. (b) If siFe,~r-(}within 36 12 months following the Effective Date, the Leased Premises has not been delivered to Tenant by Landlord, this Lease may be terminated by either party by notifying the other in writing, within SO days thereafter Tenant releases Landlord and Landlord's contractor from any claim far damages against Landlord or Landlord's contractor for any delay in the date on which the Leased Premises shall be ready for delivery Co Tenant. (c) Landlord agrees to design and perform its construction work ("Landlord's Work") in the Leased Premises substantially in accordance with the Exhibits. All other work on the Leased Premises shall be done by Tenant, at Tenant's expense ('Tenant's Work"), as further defined in the Exhibits. The design and installation of mechanical and electrical systems, if any, shalt comply with the requirements attached and made a part ofthis Lease as the Exhibits. All signs and electrical work for the signs shall be installed by Tenant at Tenant's expense. They shall be of such characteq design, site and at such locations as Landlord may approve. They shall be m accordance with the Exhibits, which is attached and made a part ofthis Lease. Tenant agrees not [o ins[a(I any signs until they have been approved by Landlord : -w.,-~ -' - = - end~~: If Tenant is prevented from beginning ~ Tenant' s Work in the Leased Premises by the Beginning Work Date because ofhe failure of landlord to substantially complete Landlord's Work within the Leased Premises, the Opening Date shall be extended by 1 working day £or each working day that Tenant is prevented. The certification of Landlord's architect that Landlord's Work is substantially complete and in accordance with the plans and specifications shall be conclusive and binding upon the parties. (d) Approval ofthe plans and specifications by Landlord £or Tenant's Work shall not create any responsibility by Landlord for their accuracy, sufficiency or compliance with laws or rules and regulations. Tenant shall be solely responsible for the such plans and specifications. When Landlord has approved Tenants plans and Chula V ista Public Library - Otay Ranch_Otay Ranch Town Center_0409 7/14/2011; TVIW: Ig ~~-~~ specifications for Tenant's Work, Landlord shall return one set of 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 until Landlord has approved the plans and specifications. (e) Tenant shall begin Tenant's Work by the Beginning Work Date specified in the Reference Provisions, proceed with it diligently and complete it in strict accordance with EXI-IlB1T P. Upon completion ofTenanfs Work Tenant shall provide a certificate famished by or otherwise satisfactory to Landlord from Tenant's contractor stating that no asbestos-containing materials or other Havzrdous Materials as defined in ARTICLE 15 were used in the construction of the Leased Premises. Tenant shall complete the installation of fixtures, trade fixtures, improvements, equipment, stock and inventory prior to the Opening Date. NOTWITHSTANDMG ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, TENANT IS REQUIRED TO OPEN FOR BUSINESS TO THE PUBLIC IN TI-]E LEASED PREMISES ON OR BEFORE TF1E OPENING DATE SPECIFIED INTI~ILEFERENCE PROVISION"b?r<.°_°°°E^~'.,°°""""`"'°` ="T"" If Tenant does no[ begin Tenant's Work by the Beginning Work Date, Landlord shall have the right to terminate this Lease by notifying Tenant in writing and providing a cure period, not to exceed 5 days. Tenant shall pay Landlord as liquidated damages the cost of any work done by Landlord for Tenant (representing the actual cost plus 15 % for overhead), including, without limitation, electrical work, plumbing, concrete floor slabs, and heating and air conditioning equipment and facilities, ifany. If Tenant has not completed Trnant's Work and opened its store for business to the public by the Opening Date (subject to ARTICLE 3), Landlord shall be entitled (i) to declare [he same a default, and (ii) --&+ in addition m (and not in lieu of) Landlord's other rights and remedies, Tenant s-reMe}shallpay to Landlord, ----.n,.~.e.-~-`ee beginning on the Opening Date at the per day rate ofHti:~itkeF{+) l/10th ofthe monthly Hold Over Rental rextaF as defined in ARTICLE 35. ..- -- .. _.__. Late performance will cause Landlord to incur losses, damages and costs not contemplated under this'Lease, the exact amount of which are extremely impractical to fix. The costs include, without limitation, processing and accounting charges. The parties 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 - Rentol Commencement Dote ARTICLE 4 -Rental Tenant shall pay Landlord as rental for the use and occupancy of the Leased Premises, at the times and in the manner provided, the following sums of money per annum without deduction or set-off and without prior demand: (a) ME4IIVLUM ANNUAL. RENTAL: The Minimum Annual Rental shall be payable ~y installments m advance, annually, apex on or before the Rental Commencement Date and each subsequent anniversary of the Rental Commencement Date during the Term. In the event the Rental Commencement Date does not occur on the first day of calendar month, for the second and each subsequent yeas during the Term, Minimtnn Annual Rental shall be due on the first day of the calendaz month immediately following the anniversary of the Rental Commencement Date. -liE~ayef _ - - ..- - - _ _-_ --- -'. All rrntaf provided for m this Lease shall be paid to Landlord at the address in the Reference Provisions or to another payee or address that Landlord designazes. ~~ ~~ an 2 Chula Vista Public Library - Otay Ranch_Otay Ranch Town Center_0409 7/14!201 l; TIvIW: lg ~~-12 (a) The rental payments shall begin to accrue on the earlier of the following dates ("Rental Commencement Date"): (i) the Opening Date; or (ii) the date on which Tenant shall open the Leased Premises for business [o the public. (e) [f ~ rental is not paid within 10 days after it is due, Tenant shall also pay Landlord, as liquidated damages, a late payment fee equal to the greater of $100.00 or 5 % of the delinquent rental for each and every month, or part of every month that the rental remains unpaid. The fee shall no[ excuse Tenant from the timely payment of rental If Landlord receives 2 or more checks from Tenant which are returned by Tenants bank for insufficient funds, Tenant agrees that all future checks shall be either bank certi&ed, cashiers' or treasurers' checks. All bank service charges resulting from bad checks shall be borne by Tenant. (t) ' ' ~ " ,Tenant shall pay, as additional rental, all sums of money required ,; to be paid pursuant to "„Try. n n,~~ m _ ___ __ -~~ pgTICLE 16 (Emirotunental Services), k3 ,and all other sums of money or charges requ'ved to be paid by Tenant under this Lease (collectively referred to in this Lease as "additional rental"). AIt amounts shall be paid [o 3 Chula Vista Public Library-Otay Ranch_Otay Ranch Town Center_0409 7/1M2011;TMW: Ig 10-13 Landlord's Payment Address as shown in Reference Provision L10. Ifthe amounts or charges are not paid at the time provided in this Lease, they shall nevertheless be collectible as additional rental ..:a,i`„c-,,.-~.r,~++.++erR of - - - ,but nothing in this Lease shall be deemed to suspend or delay the payment of any amount of money or chazge at Ne time it becomes due and payable or to limit any other remedy of Landlord. All amounts of Minimum Annual Rental and addi[ionat rental payable in a given month (also collectively referred to in this Lease as 'tenP' or "rental") shall be deemed to be a single rental obligation, and shall survive the expiration of the Term or the earlier termination ofthis Lease. Any payment by Tenant or acceptance by Landlord of a lesser amount than shall be due from Tenant to Landlord at the time of such payment shall be treated as a payment on account. The acceptance by Landlord of a check for a lesser amount with an endorsement or statement thereon, or any Letter accompanying such check stating that such lesser amount is payment in full shall be given no effect, and Landlord may accept such check on account without prejudice to any other rights or remedies which Landlord may have against Tenant. ARTICLE 5 -Definition of Net Sales ARTICLE 6 -Records and Audits 4 Chula Vista Public Library-Otay Ranch_Otay Ranch Town Center_0409 7/1M2011;TMW:Ig 10-14 ARTICLE 7 -Taxes (a) P) ---~^-----~--'"---- - - Taxes shall include all real property taxes and assessments which may be levied or assessed against the retail portion of the Shopping Center during the Term by any lawful authority for each calendar year. Tenant' s proportionate share of Taxes shall be included in Minimum Annual Rental and subject to Landlord's allocation rights as provided in Reference Provision 1.07 of this Lease. Accordingly, Tenant shall have no express or implied right to examine, inspect or audit Landlord's records pertaining to Taxes. . 5 Chula Vista Public Library - Otay Ranch_Otay Ranch Town Center_0409 7/14/2011; TMW: Ig 10-15 ARTICLE 8 -Subordination and Attornment (a) Tenant's rights shall be subordinate to the interest of any ground lessor and to the lien of any mortgage or deed of trust in Force or later placed against the Shopping Center, 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 disturb Tenant's 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 mortgage or trust deed to this Lease. 'this ARTICLE 8(a) isself-operative, and no further documentation of Tenant's subordination and attornment is required; however, Tenant shaft execute any subordination agreement requested by Landlord, any mortgagor or beneficiary of Landlord upon written request Tenant shall accept performance of any of Landlord's obligations hereunder by any mortgagee or beneficiary ofLandlord. (b) If any proceedings aze brought for foreclosure, or ifthe power of sale under any mortgage, deed of trust or deed to secure debt made by Landlord wvering [he Leased Premises is exercised, Tenant shall attom to the 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 [o a certain agreement or agreements with the anchors in the Shopping Center (the "Agreement"), which may be amended Gom time to time. -TM.,,c ..".a. c.-_-: ~`._'. -_: r _'. _::: . '. This Lease is subject and subordinate to the Agreement and any amendments to or modifications of [he Agreement provided that the Agreement shall not prevent Tenant from using the Leased Premises fox the purpose set forth in Reference Provision 1.03, change the economic terms hereof or materially affect Tenant's rights, increase Tenant's obligations, or reduce Landlord's obligations hereunder: (d) Tenant agrees to make such reasonable modifications to this Lease as may be reasonably required in connection with the obtaining of financing or refinancing of [he Shopping Center or any portion thereof or interest therein, so long as such modifications do not change the ewnomic terms hereofor materially affect Tenant's rights, increase Tenant's obligations, or reduce Landlord's obligations hereunder. ARTICLE 9 -Additional Canstrucfiod Landlord reserves the right at any time to make alterations or additions tq subdivide, change the building dimensions and storefront 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 to build adjoining the Shopping Center. Landlord also reserves the right at any time to construct other buildings, structures or improvements including, but not limited to, surface, elevated or double-deck parking facilities and to erect temporary scaffolds and other aids to construction. Independent of the foregoing and notwithstanding anything to the contrary in this Lease, Landlord may elect to relocate Tenant to another location in the Shopping Center for any reason, even absent construction or related reasons, at Landlord's expense. ARTICLE 10-Condition of Leased Premises Tenant's taking possession of [he Leased Premises shall be conclusive evidence of Tenant's acceptance ofthe Leased Premises in good order and satisfactory condition and "as-is', including patent and latent defects. Tenant agrees that no representations about the condition of Ne Leased Premises, nor promises to decorate, alter, repair or improve the Leased Premises [except as expressly provided for in ARTICLE 2 (c) and Exhibit C ] have been made by Landlord or its agatts to Tenant. Tenant also agrees that no representations have been made to Tenant that any other tenants will lease space in the Shopping Center nor have any promises been 6 Chula Vista Public Library - O[ay Ranch_Otay Ranch Town Center_0409 7i1G2011; TbIW: Ig ~~-~6 made thaz Tenant has the exclusive right to sell any merchandise, goods or services. Tenant hereby waives any implied warranties, including but not limited to fitness, suitability and habitability. ARTICLE 11 -Repairs and Maintenance Landlord shall be responsible for all shuctural repairs to the Leased Premises including pipes , ducts, mains or conduits that may pass through the Leased Premises, but which serve various tenants, the underground and otherwise concealed plumbing which does not exclusively serve the Leased Premises, the roo£ over the Leased Premises and the drainage system. Landlord shall not 6e responsible for damage or personal injury caused by any defects - or other conditions, or the consequences thereof, except in the case ofLandlord's willful misconduct Landlord shall not be liable to Tenant for any damage to merchandise, trade fixtures or personal property of Tenant in the Leased Premises, including without limitation damage by water leakage, seepage, water 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 far the repairs, replacements and maintenance ofthe interior, non-structural portions of the Leased Premises, except those for which Landlord is responsible under this ARTICLE I1. Tenant shall keep [he Leased Premises in good order and repair, clean, sanitary and safe and shall notify Landlord, in writing, prior to beginning any repair. The notice shall specify the repair work to be performed. Tenant's repairs, replacements and maintenance obligations shall include, but not be limited to, its heating and cooling equipment; other equipment, fixtures; improvements; floor covering; the exterior and interior portions ofall doors, door lacks, security gates, and windows; plumbing and sewage facilities which are not Landlord's obligation; walls; ceilings; and plate glass. Tenant shall be solely responsible far maintenance and repair costs related to the Leased Premises. Tenant agrees to keep the interior of [he Leased Premises in a clean and sightly appearance. If Tenant refuses or neglects to make repairs or maintain the Leased Premises, in a manner reasonably satisfactory to Landlord, Landlord shall have the right, upon giving Tenon[ reasonable written notice, to make the repairs or perform the maintenance on behalf of Tenant Tenant shall reimburse Landlord promptly upon. receipt ofa bill ~ -~_ , ~_ __~_. ~ _~_____.,,. .._,i_~~. Landlord has no obligation to do work whmh Landlord is not expressly requred to perform under this Lease or which, under this Lease, Tenon[ is required to perform. The performance of that work 6y Landlord shall not constitute a waiver of Tenant's default. - ARTICLE I2-Alterations Tenant shall not make any structural, electrical, storefront, exterior, major interior or mechanical alterations to the Leased Premises without obtaining the written consent of Landlord. Tenant shall not interfere with any work in the Shopping Center, and shall not cause the closing, interruption or impairment of Tenant's normal conduct of business. All alterations, additions, improvements and Tenant's Work shall become, upon expiration of the Term, or the eazlier termination of this Lease, the property of Landlord without any payment by Landlord. All such work by Tenant shall be made under the supervision of a competent architect or competent licensed stmctural engineer and shall be in accordance with plans and specifications approved in writing by Landlocd before the start ofthe work Landlord's approval of Tenant's plans and specifigtions shall not create a responsibility or liability of Landlord for [heir accuracy, sufficiency or compliance with laws or rules and regulazions. The work shall be in accordance with necessary governmental approvals and permits. Tenant shall obtain approvals and permits az its sole expense. The - work shall be done in a good and workmanlike manner and diligently prosecuted [o completion. The Leased Premises shall at all times be a complete unit except during the performance of work. Work done by Tenant without Landlord's consent shall be remmed to its original condition, at Tenant's expense, upon request by Landlord - ARTICLE 13 -Fixtures and Personal Proper Trade fixtures, signs and other personal property of Tenant not permanently affixed to the Leased Premises shall remain the property of Tenant Tenant shall have the tight, provided Tenant is not in defaulq to remove its bade fixtures, signs and other personal property. Tenant shall not however, during the Term, render the Leased Remises unsuitable for conducting the type of business speci£ed in Reference Rovision 1.03 by removing personal property unless Tenon[ immediately replaces is with personal property of comparable or better quality. Tenanq at its expense, shat l immediately repair damage to the Leased Remises caused by the removal of such trade fixtures, signs and other personal property. Upon the expiration or earlier termination of this Lease, Tenant shall leave the Leased Premises in a neat and clean condition, free of debris. All trade fixtures, signs, and other personal property installed in or to the Leased Premises by Tenant must be new or like new when installed or attached. Tenant shall pay before delinquency all taxes, assessments, license Fees and public charges levied, assessed or imposed upon its business operation in the Leased Premises as well as upon its bade fixtures, leasehold improvements (including but not - limited to merchandise and other personal property in, on or upon the Leased Remises). If Tenant's property 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 refered Co in this ARTICLE 13 shall be considered Roperty Taxes under ARTICLE Z Tenant's obligation to perform the provisions ofthis ARTICLE 13 shall survive the Expiration Date or the earlier termination of [his Lease. 7 Chula Vista Public Library - O[ay Ranch_Otay Ranch Town Center_0409 7/14!2011; TIvIW: lg ~~-~7 ARTICLE 14 -Liens Tenant shall not permit a lien or claim [o 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 satisfactory to Landlord in an amount equal to twice the amount ofthe contested lien or claim. If Tenant shall fail to cause a lien to be discharged or bonded, within 10 days after being notified of the filing of the lien, in addition to any other right or remedy, Landlord may discharge the lien by paying the amount claimed to be due. The amount paid by Landlord, together with interest at the interest Rate and elf costs and expenses, including reasonable attorneys' fees incurred by Landlord, shall be due and payable by Tenant to Landlord as additional rental on [he 1st day of the neat[ following month. Tenant shall immediately give Landlord written notice of [he recording of a lien against the Leased Premises or the Shopping Center arising out of work done by or at the direction of Tenant. ARTICLE IS-Laws and Ordinances (a) Tenant shall comply with all laws, ordinances, codes, orders and regulations affecting the constmctioq use, occupancy, alteration, cleanliness, safety and operation of the Leased Premises, which are in force now or later. Tenon[ shall comply with the regulations, requirements and recommendations ofany insurance underwriteq inspection bureau or similar agency. Tenant shall notify Landlord if Tenant hasreteived notice of, or has knowledge ofany condition or occurrence that might result m liability to Landlord. Tenant shall give Landlord, upon Landlord's request, information regarding the environmental condifion of the Leased Premises so Landlord can determine if Landlord must comply with any rule, regulation, order, ac[, law or statute pertaining to the environmental condition ofthe Leased Premises or the Shopping Center, and for Landlord ro accurafely complete a form or otherwise provide information required under any mle, regulation, order, act, law or statute. Tenant shall permit Landlord to comply with those recommendationsand requirements. 1n addition, Tenant agrees to comply, to the extent that the same may be applicable to the Leased Premises and as same maybe amended from time to time, with the standards and requirements of [he Williams-Steiger Act (PL91-596), known as the "Occupational Safety and Health Act of 1970,' notwithstanding the fact that Tenant may otherwise be exempted Gom the provisions of said Act, and the Americans with Disabilities Act of 1990. (b) Tenant shall not: (i) permit an immoral practice in the Leased Premises; (ii) use or allow the Leased Premises to be used or occupied in a manner that might invalidate or increase the rate of or make inoperative an insurance policy carried on the Leased Premises or on property, buildings or improvements in the Shopping Center; (iii) keep, use or permit in the Leased Premises inflammable fluids or explosives without the prior written permission of Landlord, or engage in hazardous activities; (iv) use the Leased Premises for a purpose which might create a nuisance or injure the reputation of the Leased Premises or the Shopping Curter; (v) deface or injure the Leased Premises or any portion of the Shopping Center; (vi) overload the floors; (vii) commit or suffer waste; (viii) install electrical equipment that overloads lines; or (ix) conduct any sampling, testing, or drilling to locate any Hazardous Material without Landlord's prior written approval. Tenant shall, upon demand, reimburse Landlord for extra premiums caused by Tenant's use or occupancy of the Leased Premises, whether or not Landlord has consented to the use and occupancy. A schedule issued by the organization malting the insurance rates on the Leased Premises, showing the components ofthe rates, shall be conclusive evidence of [he items and charges which make up the hazard and other insurance rates on the Leased Premises. Tenant shall, at Tenant's expense, make from time [o time whatever changes are necessary to comply with the requirements of the inswance inspectors, underwriters and governmental authorities in connection with electrical and fire prevention systems and equipment. (c) Tenant shall not have a claim against Landlord, and Landlord shall not be liable for damages, demands, expenses, fees, fines, penalties, suits, proceedings, claims, anions 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, regulafion or by legal, governmental or other public authority. (d) Tenant shall not cause or permit any Hazardous Material (defined below) to be brought upon, transported through, stored, kept, used, discharged or disposed in or about the Leased Premises or [he Shopping Center (collectively "Property") by Tenon[, its agents, employees or contmctors. Tenant shall notify Landlord immediately of the presence of or disposal of I-lazardous Material on or near the Leased Premises, and ofany notice by a party alleging the presence ofI-Iazardous Material on or near the Leased Premises. However, Hazardous Materials brought upon, transported, used, kept or stored in or about the Property which is necessary for Tenant to operate its business for the use permitted under Reference Provision 1.03 of this Lease shall be brought upon, transported, used, kept and stored only in the quantities necessary for the usual and customaryoperation of Tenant's business and in a manner that.complies with: (i) all laws, rules, regulations, ordinances, codes or any other governmental restriction or requirement of all federal, state and local governmental authorities havingjurisdiction and regulating the Hazardous Material; (ii) permits (which Tenant shall obtain prior to bringing dre Hazardous Material in, on or about the Property) issued for the I-Iazardous Material; and (iii) all producers' and manufacturers' instructions and recommendatons, to the extent [hey are stricter than laws, rules, regulations, ordinances, codes or permits. ff Tenant, its agents, employees or contmctors, in any way breaches the obligations in the preceding sentence; a if the presence of Hazardous Material on the Property caused or permitted by Tenant results in the release or threatened release of Hazardous Material on, from or under the Property; or if the presence on, from or under the Property of Hazardous Material otherwise arises out of the operation of'Penanfs business then, without limitation ofany other rights or remedies available to Landlord under this Lease or at law or in equity, Tenon[ shall indemnify, defend, protect and hold harmless Landlord (and Landlord's parents, subsidiaries, affiliates, employees, partners, agents, Chula Vista Public Libmry - Otay Ranch_Otay Ranch Town Center_0409 7/IM2011; TMW: Ig 10-18 mortgagees or successors to Landlord's interest in the Leased Premises) (collectively "Indenmity") from any and all claims, sums paid in settlement ofclaims, judgments, damages, clean-up casts, penalties, fines; costs, liabilities, losses or expenses (including, without limitation, attorneys', consultants' and experts' fees and any fees by Landlord to enforce the Indemnity) which arise during or after the Term as a result of Tenant's breach ofthe obligations or the release or contamination ofthe Property, including, without limitation: diminution in value ofthe Property; damages for the loss of, or [he restriction on the use of, rentable or usable space or any amenity ofthe Property; damages arising from any adverse impact on the sale or lease of the Property; and damage and diminution in value to the Property or other properties, whether owned by Landlord or by 3rd parties. This Indemnity includes, without limitation, costs incurred in connection with any investigation of site wnditions or any clean-up, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil or groundwater on, under or originating from the Property. Without limiting the foregoing, if the presence of Hazardous Material on the Property caused or permitted by Tenant results N the contamination, releaseor threatened release of Hazardous Material on, from or under the Property or other properties, Tenant shall promptly take all actions at its sole cost and expense which are necessary to return the Property and other properties to the condition existing prior to the inttoduc[ion ofthe Hazardous Material; provided that Landlord's written approval ofthe adions shall be obtained firs[ (which approval shall no[ be unreasonably withheld) and so long as such actions do not have or would not potentially have any material, adverse long-tern or short-term effect on Landlord or on the Property or other properties. This Indemnity shall survive the Expiration Date or earlier termination of this Lease and shall survive any transfer afLandlord's interest in the Property. "Hazardous Material" means any hazardous, radioactive or toxic substance, material or waste, including, but not limited to, those substances, materials and wastes (whether or not mixed, commingled or otherwise combined with other substances, materials or wastes) listed in the United States Department of Transportation Hazardous Materials Table (49 CFR 172.101) or by the 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, state or federal law including, without limitation, any material, waste or substance which is (i) a petroleum produot, nude oil or any faction thereof, (ii) asbestos, (iii) polychlorinated biphenyls, (iv) desigtra[ed as a "hazardous substance" pursuant to Section 311 of [he Clean Water Act, 33 U.S.C. Section 1251, et seq. (33 U.S.C. Section 1321) or listed pursuant to Section 307 ofthe Clean Water Act (33 U.S.C. Section 1317), (v) defined as a "hazardous waste" pursuant to Section 1004 ofthe Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et sea. (42 O.S.C. Section 6903) or (vi) defined as a "hazardous substance" pursuant to Section 101 ofthe Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601, et sen. (42 U.S.C. Section 9601), as all of the foregoing maybe amended from time to time.. ARTICLE 16-Environmental Services (a) Tenant shall pay for all utilities used in the Leased Premises during the Term. Tenant shall, ifrequired by Landlord or applicable code, provide and pay for its own meters for heat, a'v conditioning, water, gas, electricity and all ocher utilities, and shall pay all water and sewage chazges (and all other charges for utilities used in the Leased Premises), rentals and taxes imposed by governmental authority or otherwise. Landlord may at its election provide Tenant with or designate a third party provider to provide Tenant with any or all ofthe utilities used in the Leased Premises. If Landlord or its designee provides Tenon[ with the utilities used in the Leased Premises, Tenant shall purchase such utilities from Landlord or its designee and may not purchase such utilities from any other source. Landlord agrees, however, that the charge to Tenant for utilities famished by Landlord shall not exceed that which Tenant would be required to pay for if Tenant purchased such utilities, with a compazable level and quality of service and equipment, directly from the local public utiliTy company, but not less than Landlord's cost to provide such utilities. (b) Heating, ventilation and air conditioning For [he Leased Premises will be in accordance with the EXFICBfCS. (c) Tenant Landlord shall 6e responsible for completing the installation ofthe heating, ventilation and air conditioning system within [he Leased Premises, as provided for in the EXI-IIBITS. Tenant, az Tenant's expense, shall maintain the heating, ventilation and air conditioning equipment which exclusively serve or are within 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 Tenant is fulfilling Tenant's obligations under ARTICLE 16 ofthe Lease to maintain the heating, ventilation and air conditioning equipment within the Leased Premises. (d) Landlord has, at its cost and expense, preinstalled a potable water distribution system and a sewer system which wilt provide water and sewer service to the Leased Premises in accordance with the EXHIDIIS Tenant, aE may utilize the existing water and sewer systems located within the Leased Premises. ' . (e) If Tenant shall require natural gas for the normal operation of Tenant's business, such utility service shall be available in accordance with the EXfiBTTS. All natural gas service shall be arranged by [he Tenant and all such work shall be done in accordance with the EXFI®ITS. (~ _ _~s: __ ._ .~ _ , r_~_ _ . __. _, n__._, Tenant shall pay, az additlonal rental, in advance on the first day ofthe month during the Term (prorated for any fractional month), without deduction set-off of any kind, a charge to Landlord for any services furnished by Landlord to the Leased Premises undrr this Article lb (the "Environmental Charge"). 1n the event of any dispute, Tenant shall pay the bill far all such utility famished to the Leased Premises in acwrdanw with Landlord's billing, and such payment shall not prejudice Tenant's poeition. The Environmental 9 Chula Vista Public Library - Otay Ranch_O[ay Ranch Town Center_0409 7/1G2011; TMW: Ig ~0-~9 Charge shall be adjusted from time[o time by Landlord's engineer, shall be initially based on a typical store layout [hat is comparable to Tenant's utility usage and shall 6e subject to adjustment by Landlord from time to time. If Tenant fails to make any applicable payment of the Environmental Charge to Landlord within ten (l0) days from the ' date such payment is due, or upon failure of Tenant to pay any other sums of rental or other charges due under the provisions ofthis lease in full, Landlord may, without limitation, cut off and discontinue any such utilities famished by Landlord [o [he Leased Premises, without any liability [o Landlord. (g). IFLandlord or Landlord's third party designee is famishing utilities [o Tenant during the Term, Landlord or such designee may cease furnishing any of such utilities without responsibility to Tenant except to connect or cause to be connected [o [he service facilities another available source ofsupply. Notwithstanding anything contained in this Lease to the conhary, Landlord or such designee shall not be responsible or liable for damages or injuries sustained by Tenon[ or [hose claiming by, through or under Tenant, because of the interruption, discontinuance, quality or quantity of any utility 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 [he performance of its obligations if an interruption or diswn[inuance occurs. Landlord may take any energy management measures if deems necessary for energy conservation including, but not limited to, conhol of all Tenant's energy consumption. (h) Landlord shall keep in good order and repair and shall maintain the telephone raceway and interface wiring system and shall make any necessary repays to or replacements ofsuch telephone raceway and/or interface wiring system (except that Landlord's obligation shall not include repair or replacement ofservice extensions, wiring or ' other telephone systems exclusively servicing the Leased Premises and that Tenant shall reimburse Landlord for any ' and alt repairs thereto necessitated by any acts, omissions to act or negligence of Tenant or Tenant's agents, - employees and contractors (i) Tenant agrees that garbage and refuse shell be kept in an adequate container so as not to be visible to [he public, within the Leased Premises, for colleMion at reasonable times specified by Landlord and at Tenant's cost. In lieu and instead of the foregoing provisions ofthis subsection (i), Landlord, or a contractor selected by [he Landlord, at its option, may purchase or lease a garbage compactor for the use of tenants and occupants ofthe Shopping Center. If Landlord, or a contractor selected by the Landlord purchases or leases said garbage compactor for the use of tenants in the Shopping Centeq then Tenant agrees to use the same for the disposal of its garbage and refuse ro the exclusion of all other garbage collection companies. Tenants shall pay monthly, in advance, the charges therefor, based upon Landlord's, or a contractor selected by Landlord, reasonable estimate of the amount of the refuse and garbage generated and the frequency ofuse by Tenant. Tenant shall cause its garbage and refuse to be taken to such garbage compactor within the Shopping Center; and it is understood and agreed thaz Tenant's monthly charge as aforementioned will not include pick-up service. The aforementioned monthly charge as estimated by Landlord, or a contractor selected by Landlord, shall be adjusted from time to time based upon the garbage ' generated by Tenant and/or changes in m[es for refuse collection. Tenant shall store soiled or dirty linen in approved fire rating organization metal wntainers with self-closing fusible link covers. Jn addition to the foregoing, Landlord may cause the removal of all debris, rubbish, material and equipment during the wnshuMion of Tenant's store and/or during the time preceding the initial opening date of the Shopping Center.,'-rcof (j) During the Term, Landlord shall keep m good order and repair and shall maintain the sprinkler system in the js Leased Premises, including checking, testing and servicing thereof, and shall make any necessary repairs to or replacements ofsuch sprinkler system except that Tenant shall pay any and all charges billed by Landlord in ' connection with all repairs 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 that Tenant may desire sha71 be performed as provided in the Exhibits. Should the utility company furnishing water to the Shopping Center levy, assess or impose upon Landlord a sprinklersystem backup charge, then Tenant shall pay to Landlord its proportionate share thereof, which shalt be in an amount equal [o the product obtained by multiplying said charge by a fraction, the numerator of which shall be the gross tearable area of the Leased Premises and the denominator of which shall be the gross leasable area in the Shopping Center served by such sprinkler system determined as of the date such charge is billed to Tenanp and shall be paid by Tenani within 10 days after billing by Landlord. - ARTICLE 17 -Joint Use Areas and Ooeratine Expenses (a) The "Joint Use Areas" shall consist of all parking areas, parking facilities, approaches, streets, sidewalks, malls, driveways, loading platforms, canopies, elevators, escalators, ramps, storm drainage facilities, exits, entrances, sprinkler mains, landscaped areas comfort stations, light facilities, wmputer facilities, cable facilities, telecommunications facilities, washrooms; lounges and shelters, utility Tines, roofs, roadways and other facilities available for joint use or benefit designated by Landlord, as they may from fime to time exist and be available to the tenants in the Shopping Center, their employees, officers, agents, customers, licensees and invitees. (b) Landlord shall, subjeM to events beyond its reasonable control, maintain or cause to be maintained [he Joint Use Areas in good order and repair. The Joint Use Areas and other facilities in and about the Shopping Center shall a[ all times be subject to the conhol and management of Landlord and other panes that Landlord may designate. Landlord shall have the tight at any time [o redesignate, modify, alter, close, resniM, expand, reduce and change the Joint Use Areas. Landlord shall also have the right to permit entertainment events, the placement of kiosks carts, advertising and other displays in the loin[ Use Areas, and to convert the Joint Use Areas into retail areas. The activities and uses may be temporary or permanent. 10 Chula Vista Public Library - Otay Ranch_Otay Ranch Town Center_0409 7/14/2011; TMW: Ig ~~-20 (c) Operating Expenses shall consist of all expendimres relating to operating, managing, equipping, policing, protecting, lighting, repairing, cleaning, replacing and maintaining the Join[ 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 the maintenance of the Ioint Use Areas and the personnel costs to implement those services, compliance with statutes, laws, codes, rules and regulations, even ifapplicable after the Effective Date; maintaining parking _ spaces for employees, customers and other parties; music; maintenance of the roof, removal of snow, ice, rubbish, dut and debris; garbage collection service; planting, replanting and replacing flowers and landscaping; costs and expenses of utilities including, but not Limited tq maintaining lighting facilities and storm drainage and detention systems (whether on or off the Shopping Center); sewage treatment plant; domestic water wells, pumps, and similar facilities and equipment; heating and cooling the enclosed portion ofthe Shopping Center; pest extermination; the alarm service charge ifa supervised fire sprinkler alarm system is installed; premiums for IiabiliTy, property, damage, fire and rental interruption insurance (if carried by Landlord); the cost of the personnel reasonably required to implement all of the foregoing, including the policing of the joint Use Areas and the directing of traffic and parking ofautomobiles on the parking azea; insurance aggregate allocations and losses borne by Landlord as a result of deductibles or self-insured retention limits carried by Landlord under an insurance policy or self insurance by Landlord; casts of adjusting an insured casualty; wages;unemployment, social security and personal property taxes, all other expenditures made for the use or benefit of the Joint Use Areas; direct or indirect costs of advertising, _. marketing and promotion of the Shopping Center as set forth in Article i7, incfuding the cost ofmarketing and customer service personnel,; and maintenance ofthe sprinkler grid in tenant spaces ofthe Shopping Center. ~,r~Operating Expenses shall be included in Minimtnn Annual Rental and subject to Landlord's allocation sights as provided in Reference Provision 1.07 of this Lease. Accordingly, Tenant shall have no express or implied right to examine, inspect or audit Landlord's records pertaining to Operating Expenses Landlord shall have the right hereunder, in its sole and absolute discretion, to allocate all or a portion of any of - Tenant's rental payments that axe required under this Lease' - - --- - - ^~~, toward Operating Expenses. ARTICLE 18 -Damage to Leased Premises If the Leased Premises are damaged, destroyed or rendered partially untenantable by fire or other insued casualty, Landlord shall promptly repair and restore the Leased Premises in accordance with Landlord's WorK From the date of [he fire or casualty unfil the Leased Premises aze repaired and restored, A4inn»amAnsnal-ReATeEend anY additienal rental, ,shall abate in the proportion [hat the part of the Leased Premises destroyed or rendered untenantable bears to [he total Leased Premises. Landlord shall not be required to repair or restore the Leased Premises or any part ofthe Shopping Center as the result of an uninsured casualty. ff 50°/a or more of either the Leased Premises or the Shopping Center is destroyed or rendered untenantable by fire or other casualty during the last 3 years of the 7ecm (based upon the replacement cost compared with the market value of the improvements immediately prior to the fire or other casualty as shown by the certificate of Landlord's architeR), either party shall have the right to terminate this Lease. The termination shall be effective on the date of casualty by Landlord or Tenant giving [he other, within 90 days after the casualty, written notice of termination. Ifthe notice is given within the 90 day period, this Lease shall terminate and A4inimern->4xnaaF Rental and al l eddiHanel rental shall abate Gom the date of the casualty. Landlord shall promptly repay Tenant any rental paid in advance which had not been earned at the date of the casualTy. ff the notice is not given and Landlord is required or elects to repair or rebuild the Leased Premises, Tenant shall use best efforts to obtain the Funding necessary to repair and replace its merchandise, signs, goods, trade fixtures, fitmishings, equipment, furniture and other personal property to a condition at leas[ equal to its wnditicn prior to its damage or destruction and, ifTenant has closed Tenant shall , providing Tenant has obtained the necessary funding, promptly reopen for business. Landlord shall no[be required to expend more far repair or restoration of the Leased Premises or the Shopping Center than the amount of insurance proceeds paid Landlord (or, if Landlord is self-insured, the amount of insuance proceeds which would have been paid Landlord if Landlord was not self-insured). Except as expressly provided to the contrary, this Lease shall no[ terminate nor shall there be an abatement of ~ -- - - -- --'rental as the result of a fire or other casualty. ARTICLE I9-Insurance (a) Landlord agrees to carry, or cause to be carried by a party other than Tenant, the following insurance coverages and types: (i) Workers' Compensation Insurance in statutory amounts; (ii) Employer's Liability Insurance in the amount of$1,000,000 per person for each accidenS or disease; - - 11 Chula Vista Public Librazy - Otay Ranch_Otay Ranch Town Center_0409 7/14/201 I; TMR': Ig ~~-2~ ro) (iii) Commercial General Liability Insurance on the Joint Use Areas providing coverage ofmt less than $1,000,000 per occurrence, with a $2,000,000 aggregate. (iv) Commercial Property Insurance including special Form perils endorsement insuring Landlord's property in the Shopping Center for [he full replacement value. This insurance will exclude Tenant's work and Tenants merchandise, signs, goods, trade fixtures, furnishings, equipment, furniture and other personal property). (v) Landlord will have the right to carry or cause to be carried by a party other than Tenant additional types of insurance in whatever limits Landlord chooses, including coverage under blanket insurance policies which may be allocated by Landlord among the properties owned or managed by Landlord which in Landlord's opinion Landlord deems appropriate. Tenant agrees to carry the following insurance coverages and types: (~ Workers' Compensation Insurance in statutory amounts; ...r..,, _.., _._.,...., ...__. _.__ 9iseesr; (iii) Commercial General Liability Insurance including products and completed operations coverages of no[ less than $1,000,000 per occurrence, with a $2,000,000 per location aggregate (for Shopping Centers in the states of New York, Texas and California these limits shalt be $3,000,000 per ooourrenca with a $5,000,000 per location aggregate). The fire legal liability limit shall be not less than $1,000,000. This policy shall contain a Contractual Liability 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 favor of all Additional Insureds. Any deductibleJself-instsed retention in excess of $5,000 per occurrence requires Landlord's written consent. (iv) Commercial Property Insurance including special form perils endorsement insuring Tatant's property, including plate glass, in the Shopping Center for the full replacement value, without deduction for depreciation. .This insurance must include all of Tenant's work, improvements and betterments, Tenant's inventory, merchandise, signs, goods, trade fixtures, furnishings, equipment, furniture, wall coverings, floor coverings, and other personal property). Tenant shall insure for loss from flood, including coverage for water damage from all causes including but not limited to sprinkler damage, sewer discharge or backup, water line breakage, and overflow from other Tenant's spaces or from the Ioint Use Areas. .Landlord shall be named as a loss payee with respect to the coverage for Tenant's betterments and improvements. The policy must have a Waiver of Subrogation endorsement in favor of all Additional Insureds. The deductible/self-insured retention shall not exceed $5,000 per occurzence without Landlord's written consent. (v) _ __ ____ _ _ _ __ __ _ _ _ depreeietietr.Tenant's obligations regazding HVAC aze set forth in ARTICLE 11. (vii) ____-_ _ _ _ - -_ _ _ _ „r__ __"_ (viii) Automobile liability coverage, including owned, non-owned and hired automobiles, with limits of not less than $1,000,000 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 toself-insure for any of [he insurance coverages required to be provided, Tenant hereby waives against Landlord, its pazents, partners, joint venturers, subsidiaries and affiliates, against the property manager, and against ffie Additional Insureds if not listed above, all 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 liability and waiver of subrogation expressly includes any cause of loss due to the sole or concunent negligence of any Additional Insured. If Tenant shall, for any reasoq fail to obtain from its insurance carrier(s) the required Waiver of Subrogation Endorsement, the Tenant shall fully and completely defend and indemnify the Landlord and all Additional insureds from any claims and demands, including lawsuits, brought against Landlord and/or the Additional Insureds by any inswance company which insured Tenant for a paid loss and which seeks to recover amounts paid under Tenant's policy. 12 Chula Vista Public Library - Otay Ranch_Otay Ranch Town Center_0409 7/1M2011; TMW: Ig ~~-22 (d) Tenant shall, upon Landlords' request, provide a Certificate oflnsurance to Landlord evidencing all of the required coverages and Endorsements. The Certificate of Insurance must remain current (or be replaced with a current Certificate) at all times during the period of Tenant's tenancy. AI I policies of insurance must be written by insurance carriers licensed to do business in the state in which the Shopping Center is located and have an A.M Eest's rating afoot less than A:VII. All Tenant's liability policies shall be endorsed to be primary and non- contributory [o policies ofthe Landlord and the Additional Insureds, and shall contain either contain across-liability endorsement or separation of insureds provision which permits the limits of liability under Tenants policies to apply separately to each Additional Insured. Each policy shall contain a provision that the insurance company shall give all Additional Insureds 30 days written notice in advance of any cancellation, lapse, reduction in amount of coverage or any other adverse change to [he policy or insurer. (e) The Additional Insureds who shall be named on Tenant's policies shall include the Landlord, (and if Landlord elects, its parent, subsidiaries, and affiliates), any owner or occupant in or adjoining the Shopping Center (including anchor tenants), anyjoint venturer or partner of Landlord, and any mortgagee or beneficiary of any part of the Shopping Center ARTICLE 20 -Indemnification Excluding the gross negligence or willful misconducfofthe indemnitee, Tenant shall indemnify,. defend and save harmless Landlord, its parents, partners, subsidiaries, affiliates and any anchoq owner 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 azising out of or connected with Tenant's use, occupancy, management or control of [he Leased Premises or Tenant's operations or activities in the Shopping Center (whether or not occuring or resulting in damage or injury within the Leased Premises or the loin[ Use Areas). This obligation [o indemnify shall include reasonable legal and investigation costs and all other reasonable casts, expense and liabilities fiom the 1 st notice that any claim or demand is or may be made. Tenant's obligation shall become effective beginning on the date Tenon[ 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 - Assienment Sublettine and Ownership (a) Tenant acknowledges that its agreement to operate in the Leased Premises for the use permitted in the Reference Provisions for the Term was a primary inducement and precondition [o Landlord's agreement [o lease the Leased Premises to Tenant. Additionally, the parties agree that the successful commercial profitability of the Shopping Center is based on the appropriate mix of retail and nonretail activity and that Landlord has leased the Leased Premises to Tenant because, in Landlord's opinion, Tenant's presence and commercial activity during the Tenn will significantly conhibute to the profitability, viability and success o£the Shopping Center. Accordingly, Tenant shall no[ transfer, assign, sublet, enter into license or concession agreements, change ownership or hypothecate this Lease or Tenant's interest m and to the Leased Premises in whole or in part, or otherwise permit occupancy of all or any part ofthe Leased Premises by anyone with, through or under it. Any ofthese acts shall be considered a "transfer" for the purposes of ARTICLE 21. Any attempt at a transfer shall 6e null and void and confer no rights upon a 3rd person. These prohibitions shall be construed to refer to events occurring by operation of law, legal process, receivership, bankruptcy or otherwise. Notwithstanding any permitted transfer, the Leased Premises shall be used and operated as a single store. Notwithstanding the foregoing, and without confening any rights upon Tenant, Tenant shall submit the request For a transfeq in writing, with sufficient time and information for Landlord to make an informed decision regarding the qualifications of the proposed transferee. 1n any even[, Landlord may upon receipt of a request to transfer, instead of consenting to or drnying the proposed transfer, terminate Tenant's obligations under the Lease and regain possession ofthe Leased Premises. Tenant may, within 15 days of receipt ofthe notice ofterminatioq withdraw its request for the transfer 6y written notice to Landlord, and continue in possession under the terms of the Lease. Landlord's right to Germinate the Lease because of [hat request shall in that event be inoperable. If Landlord exercises its termination right, Tenant shall surtender 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 ofthis Lease. (b) Landlord's consent to a transfer shall not consdmte 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 that 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 to any claim against Landlord for damages because of the refusal, withholding or delaying by Landlord of consent. Tenant's only remedies shall be an action for specific performance or an injunction [o enforce a consent requirement. (c) Each transfer to which Landlord has consented shall be in writing, in a form satisfactory to Landlord and executed by [he transferor and transferee. The transferee shall agree, in writing, to assume, be bound by and perform the covenants and condifions of this Lease. Tenant shall deliver to Landlord a statement within 30 days after the end of each calendar year, and within 30 days after the expiration or earlier termination of the Term, specifying each transfer in effect during the period covered by the statement, as well as: (a) the date of the transfer document's execution and delivery; (6) 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 Landlord for the 13 Chula Vista Public Library - Otay Ranch_Otay Ranch Town Center_0409 7/l4/2011; TMW: Ig 10-23 transfer pursuant to this subsection. Tenant shall not be released from liability or relieved of its obligations, unless Landlord expressly agrees otherwise in writing. If the Minimum Annual Rental, p2rcm6spe °.nia=, additional rental or other payment to be paid to Tenant from a transfer exceeds the rental and additional rental Tenant is required to pay Landlord under this Lease, then Tenant shall pay to Landlord the entire amount ofthe excess, without prior demand, which shall be deemed additional rental (d) If Tenant (or a guarantor of the Lease) is a nonpublic corporation and the control ofthe corporation changes, Tenant shall notify Landlord. I£the control changes (whether or not Tenant has notified Landlord), Landlord may declare [he change to be a default, effective 60 days from the date ofthe notice from Tenant, or the date on which Landlord firs[ has knowledge ofthe change, whichever occurs first. The provisions of the preceding sentence shall not be applicable if control o£the corporation changes as the result of a public offering which occurs on a major security exchange. If Tenant (or a guarantor ofthe Lease) is a partnership or entity other than a corporation (including, but not limited to, a sole proprietorship) and ifthe control changes (if Tenant is a parmershig a change shall include, but not be limited tq the withdrawal of a partner or partners from the partnership or [he dissolution ofthe partnership), Tenant shall notify Landlord. Ifthe conrol changes (whether or not Tenon[ has notified Landlord), Landlord may declare [he change a defaulq effecive 60 days from the date of the notice from Tenant, or the date on which Landlord firs[ 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 wntrol or ownership of Tenant. (e) Tenon[ agrees tc pay Landlord $l, 000 [o reimburse Landlord for attorneys' fees and administrative expense for the review, processing or preparation of any document in connection with a transfeq whether or not Landlord's consent to the transfer is required or obtained. (t) If Landlord is not permitted to terminate this Lease because ofthe provisions of'fitle 11 ofthe United States Code relating to Bankruptcg as amended ('Bankruptcy Code"), Tenant agrees, as a debtor in possession or any hustee for Tenant, within 15 days after Landlord's request to the Bankruptcy Court, to assume or reject this Lease. Tenant, on behalf of itself and any trustee, agrees not [o seek or request an eMension or adjournment of the application Co assume or reject this Lease. Jn no event after the assumption of this Leaee shall an existing default remain uncured for a period more than the earlier of ] 0 days or the time period specified in this Lease. If a filing of a petition under the Bankruptcy Code occurs, Landlord shall not have an obligation to provide Tenant with services or utilities unless Tenant has paid and is torten[ in all payments of rental and additional rental. (g) IfTenant receives Landlord's consent to a transfer under ARTICLE 21(a), and if Landlord does not terminate [he Lease under ARTICLE 21(d), the Minimum Annual Rental payable to Landlord shall not be less than [he highest annual combined Minimum Annual Rental and Percentage Rental payable by Tenant during any previous year. All of [he other obligations, covenants and conditions shall remain unamended. ARTICLE 22 -Access to Leased Premises' Tenant agrees that Landlord, its agents, employees, servants or any person authorized by Landlord, may enter the Leased Premises to: (a) inspect its condition; (li) make repairs, additions or improvements to any part of the Shopping Center, including the Leased Premises; (c) exhibit the Leased Premises to prospective purchasers of the Shopping Center; (d) place notices during the last 60 days of the Term in the Leased Premises at such places as may be determined by Landlord; (e) perform construction on or near the Leased Premises; and (f) post notices of non- responsibility. ARTICLE 23 -Default by Tenant (a) The following shall be a default by Tenant: - (i) The failure to pay when due an installment of rental, or any other payment required to be made in whole or in part, if the failure shall wnfinue for more than 10 days after written notice that same is past due, provided that any such notice given by Landlord shall be in lieu of, and not in additiomtq any notice requved by state law; and/or (ii) The abandonment or vacation of [he Leased Premises or any part of i[; and/or (iii) The failure to observe or perform any other provision of[his Lease, ifthe failure continues for 10 days after written notice to Tenant; if the default cannot reasonably be cured within t0 days, Tenant shall not be in default if Tenant begins to cure the default within 10 days and diligently cures the defaulp and/or (iv) The maldng by Tenant of a general assignment for the benefit of creditors; the filing by or against Tenant of a petition to have Tenant adjudged a bankmpt, or of a petition for reorganization or arrangement under any law relating to bankruptcy (unless a petition filed against Tenant is dismissed within 60 days); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located a[ the Leased Premises or of Tenant's interest in this Lease if possession is not restored to Tenant within 30 days; or the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at 14 Chula Vista Public Library-OtayRanch_Otay Ranch Tovm Center_0409 7/14/2011;TMW:Ig 10-24 the Leased Premises, or ofTenant's interest in this Lease, if the seizure is not discharged within 30 days; and/or (v) The failure more than twice within a 12 month peiiod to make any paymevt of rental, provided Landlord has given Tenant [he required written notices in each case. The 3rd failure shall be anon-curable default. (b) In addition m any other remedies available to Landlord at law or in equity for default; Landlord shall have the immediate option to terminate this Lease and the rights of Tenant by writtat notice to Tenant If Landlord elects to terminate, Landlord shall have the right to r«over from Tenant as damages:. (i) The worth at the time of [he award of any unpaid rental which has been earned at the time o£ termination; and (ii) The worth at the time of the award of the amount by which the unpaid rental which would have been earned after termination until the time of award exc«ds the amount ofrentat loss Tenant proves could have been reasonably avoided; and (iii) The worth at [he time of award of the amount by which the unpaid rental for the balance ofthe Tenn after the time of award exceeds [he amount of rental loss Tenant proves could be reasonably avoided; and (iv) Any other amount necessary to compensate Landlord for the detriment proximately caused by Tenant's failure to perform its obligations (including the costs and expenses oft«overing the Leased Premises and reasonable attorneys' fees) or which would be likely to result from Tenant's failure; and (v) At Landlord's election, other amounts permitted by applicable law (c) The word "rental" shall mean t`- ""'-`-"- "-- - -- -' all ethersums 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 Tenant The phrase "at the time of the award" means [he date of entry of such a judgment. All sums, ,shall be computed hazed on the average monthly amount accruing during the 24 month period preceding the default However, if it becomes necessary to compute the rental before the 24 month period has occured, the rental shall 6e computed on [he basis of the average monthly amount accruing during that shorter period. As used in paragraphs (i) and (ii) above, the "worth at the time of the award" is computed by allowing interest at the Interest Rate. As used in pazagrnph (iii) above, the "worth at the time ofthe award" is computed by discounting that amount at the discount rate of the Federal Reserve Bank of Chicagq az the time ofaward, plus 1%. (d) Landlord shall also have the right if Tenant defaults under this Lease to terminate Tenant's right to possession ofthe Leased Remises (without terminating [his Lease) and reemer the Leased Premises and remove all persons and property from the Leased Remises. The property may be stored at Tenant's cos[. Landlord shall not be liable to Tenant for loss or damage resulting from an entry by Landlord. Tenant shall pay as additional rental, upon demand, expenses incurted or paid by Landlord because of Landlord's entry. If 2 or more or any combination of individuals, corporations, partnerships or other business associations ("Individuals") sign this Lease as Tenant or guarantee [his Lease as Guarantors, the liability of each individual group [o pay rental and perform the obligations under this Lease shall be joint and several. The failure or refusal by Landlord to proceed against all the (or any combination of the) Individuals comprising Tenant or against Tenant or against 1 or more of the Guarantors shall not be a release or waiver of rights which Landlord may possess against the others, nor shall the granting by Landlord of a release of or execution of a wvenant not [o sue any 1 or more of the (or any combination of the) Individuals comprising the Tenant or the Guarrnntors be a release or waiver in whole or in part of rights which Landlord may possess against the 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 Landlord shall have failed to perform its obligations under this Lease for 30 days (or within such additional time as is reasonably required) after written notice to Landlord properly specifying Landlord's failure to perform the obligations. Landlord shall not be in default until and unless a court of competent jurisdiction has determined that Landlord is in default To the extent permitted by applicable law, Tenant waives notice of reentry (or institution of legal proceedings), including the right to receive notice pursuant to any statute orjudicial decision of law. Notwithstanding anything to the contrary contained in ARTICLE 23, any written notice, other than as specifically se[ forth in this ARTICLE 23, required by a statute or law enacted now or later is waived by Tenant, to [he extort permitted under that statute or law. (e) If all or any part of the Leased Premises are vacated or abandoned by Tenant, or if Landlord elects to reenter or tyke possession of the Leazed Premises pursuant to legal proceedings or notice, and if Landlord does not elect to terminate this Lease, then Landlord may from time m time, without terminadng this Leaze, either recover rental as it b«omes due or relet the Leased Remises or any part of it for any length oftime, rental and conditions that Landlord in its sole discretion deemsadvisable. Landlord shall have [he right to make alterations and repaus [o [he Leased Premises. If Tenant has left all or any of its trade fixtures, furniture, furnishings, signs, stock or other personal property in the Leased Premises, that shall not pr«lude a determination that a vacation or abandonment has occurred. 15 Chula Vista Public Library - Otay Ranch_Otay Ranch Town Center_0409 7/14!2011; TIvIW: Ig 10-25 (t) If Landlord elects to relet, rental received by Landlord from reletting shall be applied: 1st, to [he payment of indebtedness other than rental due Landlord from Tenant; 2nd, to the payment ofthe cost of reletting; 3rd, to the payment of the cost of alterations 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 rental [hat may become due. If the rental received from reletting during any month which is applied to the payment of rental is less [iron the rental payment during that month by Tenant, Tenant shall pay the deficency to Landlord. The deficiency shall be calculated and paid monthly. Tenant shall also pay Landlord, as soon as ascertained, the costs and expenses incurred by Landlord ro relet or make alterations and repays not covered by [he rental received from the reletting of the Leased Premises. (g) A reentry or taking possession of [he Leased Premises by Landlord shall not be construed to be an election to terminate this Lease, nor shall it cause a forfeiture of rental remaining to be paid during the balance of the Term, unless a written notice of that intention is given to Tenant or the termination is decreed by a court of competent jurisdiction. Notwithstanding arelettingwithout termination by Landlord because of default by Tenant, Landlord may at any time after reletting elect to terminate this Lease for any default. (h) Tenant expressly waives any right or defense it may have to claim a merger, and neither the wmmencement of an action or proceeding nor the settlement of, or entering ofjudgment for any action 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 settlement. The parties waive trial by jury N any action, proceeding or counterclaim brought by either of the parties against [he other, regardless of whether such action, proceeding or counterclaim is related to a default under this Lease. ARTICLE 24- Surrender of Leased Premises Tenant shall, upon expiration ofthe Term, or the earlier termination of this Lease, surtrnder to Landlord, without damage, injury, disturbance or payment, the Leased Premises including, without limitation, all apparatus, equipment, alterations, improvements and additions by either party to, in, upon or about the Leased Premises. If Tenant shall be in default, Tenant shall not have the right to remove trade fixtures, signs and other personal property. They shall remain or become, as [he case may bq the property of Landlord. Tenant, at ifs sole expense, shall immediately repair damage to the Leased Premises caused by Tenant vacating the Leased Premises or by Tenant's removal of ttade fixtures, signs and other personal property. Tenant shall wmply with all laws and governmental regulations applicable [o the removal and repair of the property. Tenant shall not create a disturbance or health problem for customers, agents, invitees or other parties in the Shopping Center as result of the removal or repair. Any property not removed may be deemed by Landlord to be abandoned by Tenant and may be retained by Landlord or may be removed and stared for Tenant, at Tenant's sole cost. Tenant shall surrender the Leased Premises to Landlord free of Hazardous Material and free of any violation of any env'uonmental rule or regulation. Upon surrender of the Leased Premises, Tenant shall provide Landlord with a report by experts acceptable to Landlord showing the Leased Premises free of Hazardous Material Tenant's obligation to observe and perform the provisions of this ARTICLE 24 shall survive the expiration ofthe Term or eazlier termination ofthis Lease. ARTICLE 25 -Tenant's Conduct of Business (a) Tenant covenants to confinuously and uninterruptedly operate within the entire Leased Premises the business it is permitted to operate under Reference Provision 1.03, except any portion of the Leased Premises while that portion is untenantable because of fire or other casualty. Tenant agrees to conduct its business at all [Imes in a f rst-class manner consistent with reputable business standards and practices, and to maintain within the Leased Premises a stock of merchandise and trade fixmres adequate to service and supply the usual demands of ifs customers. Tenon[ shall keep the Leased Premises in a neat, safe, clean and orderly condition. Tenant also agrees to conduct Tenant's business under the Trade Name set forth in the Reference Provisions, which Tenant represents that i[ has a right to use. Tenant further agrees to keep open the Leased Premises and operate its business for 35 hours per week, Tuesday through Saturday, excluding official Tenant holidays when the Teaant is closed for business.nHhe-Heursand a.,~ro..orr A vacation or abandonrtrent of other premises by any other tenant, occupant or anchor in the Shopping Center shall no[ release Tenant from its obligations under this Lease, notwithstanding anything to [he contrary contained in this Lease. If Tenant shall request Landlord's approval [o open the Leased Premises for business for periods other than as set forth above and Landlord shall approve such request (which approval shall be in Landlord's sole and absolute discretion), Tenant shall pay for any additional costs intoned by Landlord in connection with such extended hours, including but not limited to the cost of security, heating, ventilating and air-conditioning the Leased Premises and the Ioint Use Areas required in order to access the Leased Premises, and any extra maintenance and/or repair to the Joint Use Areas required as a result of such extended operating period. Additionally, Tenant shall be responsible for any such extraordinary additional maintenance, security or other costs which are incurred by Landlord as a result of Tenant's use of [he Leased Premises during normal operating hours. (b) The parties agree that because ofthe difficulty or impassibility of determining Landlord's damages, if Trnant fails to keep open the Leased Premises and operate its business during the hours and on dre days and evenings of the week determined by Landlord, in addition to and not in lieu of Landlord's other rights and remedies, I6 Chula Vista Public Library - Otay Ranch_Otay Ranch Town Center_0409 7/1412011; TMW: Ig ~~-26 Tenant shall pay Landlord liquidated damages of$!39 $75.00 per day ~'+e@. as the case may be, that Tenon[ fails to keep open and operate the Leased Premises and operate its business in accordance with the terms and conditions set forth herein. Landlord and Tenant agree that this amount represents a reasonable estimate ofthe damages that Landlord would suffer. ARTICLE 26 -Rules and Reeulations Tenant shall require its employees, agents and contractors to comply with the rules and regulations made by Landlord from time to time regarding the operation of the Shopping Center or the Leased Premises including, but not limited to, the following: (a) Tenant shall not put on the glass and supports of the windows (nor within 24 inches of any window), doors or exterior walls of the Leased Premises any signs, advertising placards, names, insignias, trademarks or descriptive material. No signs or other items shall be placed within the Leased Premises if [hey materially obstruct a view of the Leased Premises. Tenant shall be allowed to place promotional signage from time to time in display windows and sign holders, provided (i) Tenant obtains Landlord's prior approval, (ii) the signs are professionally prepared and meet Landlord's sign criteria. Tenant shall not place vents, structures, improvements or obstructions on the exterior of the Leased Premises without Landlord's written consent. Landlord shall have the right, without giving notice to Tenant and without liability, to restore the Leased Premises and remove property from the Leased Premises unless [he size, type, color, location, copy, nature and display qualities of the property were approved by Landlord in writing. The cost of the restoration and removal ofproperty shall be paid for by Tenant promptly upon receipt of a bill Tenant shall not place a sign on the roof ofthe Leased Premises notwithstanding anything in this Lease to the contrary. (b) No awning or other projections shall be attached to the outside walls of the Leased Premises or the Shopping Center without the written consent of Landlord. (c) Loading and unloading of goods shall be done only at the times, in the areas and through the entrances designated by Landlord ("Designated Area"). Landlord agrees that Tenant say receive up to two (2) deliveries per day by a Tenant owned vehicle, at the Designated Area, for the drop off and pick-up of books, equipment and/or supplies. Landlord acknowledges the duration of each such delivery may last up to 20 minutes. (d) Garbage shall be kept in the kind of container approved by Landlord's fire and casualty consultants and shall be removed and deposited daily in mass disposal containers m the manner prescribed from time to time by Landlord. Landlord shall provide or designate a service for collection of garbage from designated mass disposal containers. (e) Except solely for Tenant's own internal operations use within the Leased Premises, no radio or television aerials or other receivers and/or equipment, infraredtransmitters/receivers, cabling, telecommunications systems (including but not limited to switching, relay, hub or booster systems) shall be ereced or placed within the Leased Premises or on the roof or walls (interior or exterior) of the Leased Premises or the Shopping Center without the 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 maybe removed, without notice, and any damage to the walls or roof or elsewhere within the Shopping Center shall be the responsibility of Tenant. Tenant's access to the roof is limited to the maintenance of equipment installed with Landlord's approval and inspections for damage. Tenant shall not go on the rcofwithoutrhe written approval of Landlord. (f) No loudspeakers, televisions, phonographs, radios, flashing lights, machinery or other devices shall be heard or seen outside of the Leased Premises without the prior written consent of Landlord. (g) No auction fire, bankruptcy or selling-out sales shall he conducted without the written consent of Landlord. (h) Tenant shall keep its display windows and signs illuminated every day of the Term during the hours designated by Landlord. (i) Areas immediately adjoining the Leased Premises shall be kept clear by Tenant of Tenant' s property and waste, and Tenant shall not place nor permit obstructions garbage, refuse, improvements, merchandise or displays Lexcept as otherwise provided in ARTICLE 26 (a)] in those areas. (j) Tenant and its employees shall not park motor vehicles in parts ofthe parking area which may be designated for customer parking. Tenant shall famish Landlord the state automobile license numbers assigned [o the vehicles of Tenant's employees within 5 days after request by Landlord. Tenant shall notify Landlord of changes to the numbers within 5 days after the changes occur. If Tenant or Tenant's employees continue to park in the customer parking areas, after notice is given to Tenant by Landlord, landlord may, in addition to any other remedies l7 Chula Vista Public Library-Otay Ranch_Omy Ranch Town Center_0409 7/14/2011; TbIW:Ig 10-27 Landlord may have, chazge Tenon[ $25 per day, for each day or partial day, per vehicle parked in [he customer parking areas, attach violation stickers or notices to the vehicles and have the vehicles removed at Tenant's expense. (k) Tenant shall use the pest extermination contractor that Landlord may choose, and when Landlord requires Tenant to do so. Tenant shall not keep or permit any animals in the Leased Premises, unless expressly allowed by in [his Lease, or unless used by disabled persons. Notwithstanding 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 special programs involving the display of live animals within the Leased Premises £rom time to time. Tenant shall ensure that all animal waste including but not limited to Feces, urine, hair, and food is disposed of pursuant to applicable law and Landlord criteria. Tenant shall ensure that all waste is properly bagged and stored in containers prior to disposing 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 such in trash bins which ase not located at the Shopping Centex, at Tenant's expense. (I) If Landlord installs a central music system in the Shopping Center, and Tenant desires to purchase another music system, Tenant may, at Landlord's option, purchase the system from Landlord (provided Landlord's charge is competitive with any similar service available to Tenant). (m) Tenant shall not carry on any tmde or occupation or operate any instmmenq apparatus or equipment which emits an odor or causes a noise outside the Leased Premises or which is offensive. (n) 'Tenant shall no[ put temporary signs or fixtures (including portable trade fixNres, displays and folding tables) for the display ofinerchandise within 3 feet ofeither side of any entrance to the Leased Premises. Merchandise displays shall not extend beyond the fiontage line of[he Leased Premises.. Notwithstanding the foregoing and with Landlord's prior written consent, Tenant shall be allowed to place professionally prepared signage and promotional materials which conform to Landlord's design criteria at or near the entrance of the Leased Premises to announce library programs and activities or deliver library services. (o) Tenant shall store and stock in the Leased Premises only goods, wares, merchandise and other property necessary for the conduct of Tenant's business. (p) Tenant shall not use or permit the Leased Premises to be used for living, sleeping, residential or lodging purposes. (q) Tenant shall not use the plumbing for a purpose other than that For which it is construMed. No grease or foreign substance shall be put in the plumbing, and the expense of any resulting breakage, stoppage or damage (whether on or off the Leased Premises) shall be borne by Tenant (r) Tenant shall not in the Joint Uae Areas: (i) vend, peddle or solicit orders for sale or distribution of any merchandise, device, service, periodical, book, pamphlet or other matter; (ii) exhibit any sign, placard, banner, notice or other written material; (iii) distribute any circular, booklet, handbill, placard or other material; (iv) solicit membership in any organivation, group or association or contribution; (v) pazade, patrol, picket, demonstrate or engage in conduct that might interfere with or impede the use of [he Joint Use Areas by any customer, invitee or employee, create a disturbance, attract attention or harass, annoy, disparage or 6e detrimental to the interest of any ofthe other tenants; (vi) use the Ioint Use Areas for any purpose when none of the retail establishments within the Shopping Center ara open for business; (vii) panhandle, beg or solicit funds; no[ (viii) solicit business. (s) Tenant shall have the responsibility for protecting the Leased Premises Gom theft, robbery and pilferage, and shall keep non-customer doors locked. 18 Chula Vista Public Library - Otay Ranch_Otay Ranch Town Center_0409 7/14/2011; TMW: Ig ~~-2a ([) No symbol, design, name, mark or insignia adopted for or used by Landlord in the Shopping Center shall be used by Tenon[ without [he prior written consent of Landlord. (u) In the event Tenant requires the use of telecommunication, high-speed network or data transmission services from the Leased Premises, Landlord may require Tenant to contract for such services through Landlord or one ofLandlord's designated service providers, provided that the cost thereofis comparable to that available [o Tenant from another provider, given a comparable level and quality of service and equipment Landlord's liability relative to such services shalt be the same as that for provision of utilities as set forth in Article l6(g). Landlord shall have all remedies provided in [his Lease for the breach of any ofthe provisions of ARTICLE 26. Tenant agrees to pay Landlord, upon demand, in addition to and not in lieu of Landlord's other remedies, $70 per violation of any of the rules and regulations. Landlord shall have the right to gran[ vaziances of the rules and regulations, and shall enforce [he rules and regulations at its sole discretion. ARTICLE 27 -Eminent Domain (a) If the entire Leased Premises is appropriated or taken under eminent domain by any public or quasi-public authority, this Lease shall terminate on the date ofthe taking. Landlord and Tenant shall be released from liability accruing after that date. If more than 25 % ofthe square footage of floor area (including a mezzanine, if any) of the Leased Premises is taken under eminent domain by any public or quasi-public authority, or ifbecause of the appropriation or taking regardless of the amount taken, the remainder of the Leased Premises is not usable for [he purposes specified in Reference Provision 1.03, either Landlord or Tenant shall have the right [o terminate this Lease as of the date Tenant is required to vacate a portion of the 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 drat date. (b) Whether or not this Lease is terminated, Lnndlord shall be entitled to [he entire award or compensation and any portion of any compensation awarded for the diminution in value of the leasehold interest or fee ofthe Leased Premises, but Tenant's right to receive compensation or damages for 7enant's fixtures and tangible personal property shall not be affected. If this Lease is terminated, rental, additional rental and other charges for [he last month of Tenant's occupancy shall be prorated, and Landlord shall refund [o Tenant rental, additional rental or other charges paid in advance. (c) If Landlord and Tenant elect not to terminate this Lease, Tenant shall remain in the portion of the Leased Premises which has not been appropriated or taken. Landlord agrees, at Landlord's cost and expense, to restore the remaining portion ofthe Leased Premises to the quality and character that existed prior to the appropriation or taking as soon as reasonably possible. "" "" ~"` " `"" " ~" - . A voluntary sale or conveyance in lieu of condemnation, but under threat of wndemnation, shall be an appropriation or taking under eminent domain. Tenant shall not have a claim against Landlord because of a taking. ARTICLE 28 - Akornevs' Fees If; during [he Term or afterwards, either party institutes an action, proceeding or counterclaim against the other relating to this Lease, or a default, the unsuccessful party shall reimburse the successful party for the total amount of court casts, expenses and reasonable attomeys' fees actually incurred up [o $10,000, the parties waiving any statute, rule of law or public policy to the connary. The parties agree to confirm this agreement in writing at the start of [he actoq 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 [o reimbursement of its reasonable expenses of attomeys' fees and disbursements, even if an action or proceeding is not commenced in a court of law and whether or not the default is cured. This ARTICLE 28 shall survive the expiration or termination of this Lease. ARTICLE 29 -Sale oC Leased Premises by Landlord In the event of the sale or exchange o£the Leased Premises or the Shopping Center and the assignment of [his Lease, Landlord shall be relieved of all Liability for [he covenants and obligations in or derived from this Lease, or arising - out of any aM, occurence or omission relating to the Leased Premises or this Lease. The covenants, representations and obligations ofLandlord shall be binding on Landlord only during the period that Landlord has an ownership interest 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 overnight courier service, addressed to Landlord and to Tenant at the addresses specified in the Reference Provisions or at the addresses which were last specified by notice by Landlord or Tenant Notices or demands shall be deemed to have been given, made or communicated on the date they were deposited in the United States mail as certified matter, with postage firlty prepaid. 19 Chula Vista Public Library-Otay Ranch_Otay Ranch Town Center_0409 7/1M2011; TbIW:Ig 10-29 ARTICLE 31 -Remedies All rights and remedies of Landlord and Tenant under this Lease or at law are cumulative, and the exercise of one or more rights or remedies shall not exclude or waive the right to the exercise of any others. All rights and remedies may be exercised and enforced concurtentlg whenever and as often as desirable.. ARTICLE 32 -Successors and Assiens All covenants, promises, conditions, representations and agreements shall be binding upon, apply and inwe to Landlord and Tenant and their heirs, executors, administrators, successors and assigns. The provisions of ARTICLE 21 hereof shall not be affaUed by this ARTICLE 32. ARTICLE 33 -Representations Tenant agrees thaz Landlord, its employees and agents have made no representations, inducements or promises about the Leased Premises, the Shopping Center or this Lease, or about the characteristics or conditions regarding w pertaining to the Leased Premises or the Shopping Center, unless the representations, inducements and promises are in this Lease. Tenant has independently investigated the potential for the success of its operations in the Shopping Center. Therefore, no claim or liability, or cause for terminatioq shall be asserted by Tenant against Landlord, itr employees and agents, for, and they shall not be liable because of, the breach of any representations, inducements or ' promises not expressly in [his Lease. Any claim, demand, right or defense by Tenon[ which is based upon or arises in connection with this Lease or the negotiation of this Lease prior to ifs execution shall he baited unless Tenant commences an action or interposes a _ - legal proceeding or defense within 1 year after the date of the inaction, omission or occurrence of the event, or the action to which the claim, demand right or defense relates. ARTICLE 34 -Waiver The failure by Landlord or Tenant to insist upon strict performance by the other of any of [he covenants, wnditions, provisions, rules and regulations and agreements in tEis Leasq 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 Remises shall no[ occur by Landlord's acceptance of rental or by other means unless Landlord accepts the surrender in writing. A payment by Tenon[ or receipt by Landlord of an amount less than the monthly rental shall not, nor shall the endorsement, statement, check, letter accompanying a check or payment of rental, be an accord and sa[isfaMion. Landlord may accept a check or payment without prejudice to its right to recover the balance of rental due and pursue any other remedy. A waiver by Landlord for one tenant shall not constitute a waiver for another tenant ARTICLE 35 - Holding O_v_er If Tenant remains in possession of the Leased Premises after the expiration of the Term without a new tease(even-if ,Tenant shall be deemed [o be occupying the Leased Premises as a tenanCfrom month ro month, subject to the covenants, conditions and agreements of this Lease , provided however, in lieu of Minimram Annual Rental, Tenant shall be obligated to pay "Hold Over Rental" of $2,000.00 per month for as long as Tenant remains in possession of the Leased Premises. _:.6` y - _._ ..... .va ~ m,.z.o~a ~ ~ _ . __~ ~ ___.v_ ,.... , o ...,._.~...~ted.ef ~~ If Tenant fails to surrender the Leased Premises on the tennmatwn ofthis Lease, Tenant shall, m adddion to other liabilities to Landlord, indemnify, defend and hold Landlord harmless from loss and IiabiliTy resulting from [hat 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 Tenn beyond amonth-[o-month basis. If Landlord, in its sole discretion, determines to permit Tenant to remain in the Leased Remises on a month-to-monde basis, the month-to-month tenancy shall be terminable on 30 days prior written notice given by either party to the odrer party. If Tenant remains in possession o£ the Leased Premises after the expiration of the Term and Tenant and Landlord are involved in good faith negotiations for anew lease as demonstrated by a renewal lease being executed within 30 days of the expiration of the Term, the rental provisions of this ARTICLE 35 shall not apply. However, if Landlord and Tenant do not enter into a properly executed and delivered renewal lease within 30 days of 20 { Chula Vista Public Library-Otay Ranch_Otay Ranch Town Center_0409 7/14/2011; TivlW:lg 10-30 the termination of this Lease, then, commencing 30 days after the expiration of the Term, Tenant shall pay Hold Ovex Rental on the 1'e day of each and every month for as long as Tenant remains in possession of the Leased Premises. If under ARTICLE 35 Hold Over Rental begins on a day other than the 1st day o£ a month, the monthly installment of Hold Over. Rental for the period from the beginning date until the 1st day of the month next following shall be prorated accordingly. All Hold Over Rental, rental, additional rental, and other sums due Landlord under this Lease shall bear interest from the due date until paid by Tenant, at the rate of 2~ above the Prime Rate (as defined below), not to exceed the maximum rate of interest allowed by law in the state where the Shopping Center is located (the "Interest Rate"). The interest shall be deemed to be additional rental. All rental provided for in this ARTICLE 35 shall be paid to Landlord at the address in Reference Provision 1.10 or to another payee or address that Landlord designates. "Prime Rate" wherever it appears in the Lease means the prime rate (ox base rate) reported in the Money Rates column or section of The Wall Street Journal as being the base rate on corporate loans at large U.S. money center commercial banks (whether or not that rate has been charged by any bank). If The Wall Street Journal ceases publication of the prime rate, Prime Rate shall mean the highest rate charged by Chase (or its ' successor) on short term unsecured loans to its most creditworthy. large corporate borrowers. If The Wall Street Journal (i) publishes more than one prime rate or base rate, the higher or highest of the sates shall apply, or (ii) publishes a retraction ox correction of that rate, the sate reported in that retraction or correction shall apply. ARTICLE 36 -Interpretation ' - Only the relationship oFLandlord and Tenon[ is created by this Lease. No provision of this Lease or act of either party shall be construed to create the relationship of principal and agent, partnership, orjoint venture or enterprise. ARTICLE 37 -Advertising and Promotional Service ,Landlord may furnish and maintain professional advertising, marketing and sales promotions which are intended to promote the Shopping Center and/or benefit sales therein. Such advertising and promotion 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 ofLandlord. The nature and a#ent ofsuch advertising and sales promotion services shall be within Landlord's sole and absolute discretion , - - ' ' ' - "' " ARTICLE 38 - Ouiet Eniovmen[ Landlord has the right, power and authority to enter into this Lease. Tenant, or any permitted assignee or sublessee of Tenant, upon the payment ofthe rental and performance of Tenant's other covenants, shall and may peaceably and quietly have, hold and enjoy [he Leased Premises during dte Tenn. This covenant shall be construed as a covenant mooing with the land. It shall not be construed as a personal covenant of Landlord. 21 Chula Vista Public Library-Otay Ranch_Otay Ranch Town Center_0409 7/1M2011;TMW:Ig - 10-31 ARTICLE 39 - Waiver of Redemption Tenant waives any right of redemption ifTenan[ is evicted or dispossessed for any cause, or if Landlord obmins possession ofthe Leased Premises because ofthe default ofTenant or otherwise. The rights given [o Landlord are in addition to rights that maybe given [o Landlord by statute or otherwise. ARTICLE 40 -Fees Tenant warrants and represents that it has not had negotiafions with or dealt with a realtor, broker or agent in connection with this Lease. Tenant agrees to pay and hold Landlord harmless from thecost, expense or liability (including the costs of suit and reasonable attorneys' fees) for compensation, commissions or charges claimed by a realtoq broker or agent regarding this Lease. ARTICLE 41-Tenant's Proper Except for the gross negligence or willful misconduct ofI,andlord, its agents or employees, Landlord, its agwts and employees shall not be liable, and Tenon[ waives all claims, for damage to persons, property and - Tenant'sbusiness sustained by Tenant (or anyone claiming through Tenon[) located on the Leased Premises. Property kept or stared on the Leased Premises shall 6e kept or stored at the sale risk of Tenant, and Tenant shalt indemnify, defend and hold Landlord harmless from any claims azising out of damage to the same or damage to Tenant's business, including subrogation claims by Tenant's insurance caries ARTICLE 42 -Lease Status Within 10 days of Landlord's written request, Tenant shall without charge execute, acknowledge and deliver to Landlord an instrument required under this Lease or an insWment prepared by Landlord containing the Renra{ =-...=-:x Opening Date and Expiration Date of this Lease, and if true, that (a) this Lease is a „i true copy ofthe Lease between the parties, (b) there are no amendments (or stating the amendments), (c) the Lease is in full force and effect and that, to the best of Tenant's knowledge, there are no offsets, defenses or counterclaims of rental or in the performance of the other covenants and conditions to be performed by Tenant, (d) no default has been declared by either pazty and that Tenon[ has no knowledge of any facts or circumstances which it believes would constitute a default by either party and (e) any other matters reasonably requested by Landlord. Tenant shall remain liable to Landlord far damages sustained by Landlord because of the failure by Tenant to execute, acknowledge and deliver the instrument. The failure of Tenant to execute, acknowledge and deliver the instrument - shall be an acknowledgment by Tenant that the statements contained in the instrument are cortect. Anyone transacting with Landlord shall have the right to rely on the accuracy ofthe statements contained in the instrument, whether it is signed by Tenant or deemed acknowledged by Tenant pursuant to this ARTICLE 42. ARTICLE 43-Recordine Tenant shall not record this Lease, a memorandum, "short form' or other reference to this Lease, without the written consen[ofLandlord. ARTICLE 44 -Force Maieure If either party is delayed, hindered or prevented fiom the performance of an obligation because of strikes, lockouts, labor troubles, the inability to procure materials, power failure, restrictive governmental laws or regulations, riots, insureMion, war or another reason not the fault ofthe party delayed, but not including financial inabiliy, the performance shall be excused far the period of delay. The period for [he performance shall also be extended fora period equal [o the period of delay. Tenant shall not be excused from the prompt payment of rental, additional rental or other payments. It shall be a condition of Tenant's right to claim an extension [hat Tenant notify Landlord, in writing, within ]0 days after the occurtence of the cause, specifying the nature of the cause and [he period of time necessary for performance. ARTICLE 45 -Construction of Lease Tenant has read and understands this Lease. The rule of construction that a document should be construed most strictly against the party which prepared the document shall not be applied, because both parties have participated in the preparation of [his Lease. 22 Chula Vista Public Library-Otay Ranch_Otay Ranch Town Center_0409 7/1M2011; T,\1W:Ig 10-32 ART7CLE 46 - Security ARTICLE 47 -Captions Captions are for convenience and reference only. The words contained in the captions shall no[ be deemed to explain, modify, amplify or aid in the interpretation, construction or meaning of this Lease. The use of masculine or neuter genders shall include the masculine, feminine and neuter genders. The singular farm shall include the plural ifthe context requires. "Landlord" and "Tenant" means "Landlord" and'TenanP' and "their agents and employees', unless the context requires otherwise. ARTICLE 48 - 8evembility If any provision ofthis Lease or any paragraph, sentence, clause, phrase or word is judicially or administratively held invalid or unenforceable, that shall not affect, modify or impair any other paragraph, sentence, clause, phrase or word. The parties admowledge,[hat certain charges, fees and other payments aze deemed "additional rental" in order [o enforce Landlord's remedies, and shall not be construed to be "rent" if rent controls are imposed. ARTICLE 49 - Objection to Statements Tenant's failwe to object to a statement, invoice or billing within one year after receipt shall constitute Tenant's acquiescence. Tenant shall be required to provide Landlord with a specific and detailed list of Tenant's objeMions at the time Tenon[ makes its objection to Landlord. The statement, invoice or billing shall be an account stated between Landlord and Tenank ARTICLE 50 -Liability of Landlord Landlord's liability under this Lease or arising out of the relationship ofthe parties shall be limited to Landlord's interest in the Shopping Center. Judgments rendered against Landlord shall be satisfied solely out ofthe proceeds of the sale of Landlord's interest in the Shopping Center which have been received by Landlord. No personal judgment shalt apply against Landlord upon extinguishment of its rights in the Shopping Center. A personal judgment shall not create a right of execution or lery against Landlord's assets. The provisions of [his ARTICLE 50 shall inure to Landlord's successors and assigns. These provisions are not designed to relieve Landlord from the performance of its obligations under [his Lease, but to limit the personal liability ofLandlord in case ofajudgment against Landlord Tenant's right to obtain injunctive relief or specific performance or to have any other right or remedy which may be awarded Tenant by law or under this Lease shall not be limited however. No personal IiabiliTy is assumed by nor shall at any time be enforceable against Landlord. 23 Chula Vista Public Library - Otay Ranch_Otay Ranch Town Center_0409 7/14/2011; TMW: Ig 10-33 ARTICLE 51-No Oodon The submission of [his Lease is not a reservation of or option for the Leased Premises or any other space in the Shopping Center, and vests no right in Tenant. This Lease shall become effective only upon proper execution and delivery by the parties. ARTICLE 52 -Execution of Documents Tenant shatf pay Landlord $0.00 _ -'- -" ~'_t- 1--"'`""`~° "" °'- - '""~ (Plus charges, if any, from Landlord's mortgagee) to reimburse Landlord for the administrative and legal expense for the review, preparation and processing of any document sent to Landlord at Tenant's request, whether or no[ the document is executed by Landlord. ARTICLE 53 -Corporate Tenant If Tenant is or will be a corporation or parmership or limited liability company of any kind, the persons executing this Lease on behalf of Tenant covenant and represent that Tenant is a duly inwrporated or duly qualified (if foreign) corporation or partnership, as the case may be (including without limitation a limited liability corporation '. 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). Tenant also covenants and represents that the person or persons, partner or member executing this Lease on behalfof Tenant is (ifa wrporation) an officer ofTenan4 and is (if a corporation or patmership of any kind) authorized to sign and execute this Lease. ARTICLE 54-Printed Provisions The printed provisions of this Lease and written or typed additions shat) be given equal weight for [he interpretation ofthis Lease. The deletion of any portion ofthis Lease shall not create an implimtion regarding the intent ofthe parties, and [his Lease shall be read and interpreted as if the deleted portion had never been in this Lease. ARTICLE 55 -Entire Aereement This Lease is the only agreement between the parties for the Leased Premises. An amendment, modification or supplement to this Lease shall not be effective unless it is in writing and executed by the parties. ARTICLE 56 - No Third-Party Riehts - This Lease shall not confer rights or benefits, includingthird-party beneficiary rights or benefits to anyone that is not a named party to this Lease, including any individual, corpotation, parmership, trust, unincorporated organization, governmental organization or agency or political subdivision. ARTICLE 57-Financial Statements (:ease: ARTICLE 58 -Other Locations If during the Term: (a) Tenant, its parent, subsidiary, franchisoq or franchisee, the Guarantor ofthis Lease; (b) any person, firm, corporaion or other entity having an interest in any of the above parties; or (c) any other person, firm 24 Chula Vista Public Library - Otay Ranch_Otay Ranch Town Center_0409 7/1W2011; Th1W: Ig 10-34 or corporation controlling or controlled by Tenant or any of[he above parties, shall directly or indirectly, either individually or as a partner, shareholdeq agent, employee or otherwise, own, operate, maintain or have an affiliation, investment or interest in business similar to or in competition with the one operated at the Leased Premises within the radius specified in Reference Provision L20 as measured from the perimeter of the Shopping Center (except those carried on as of the Effective Date) then that shat l constimte a default. - - - - - -- -- _.. _-- - - A substantial increase in size or other substantial change in the business at locations in existence on the Effective Dale, or change in location [o a Location within the radius, shall remove the exemption created for [hat location. "Radius'shall mean a geometric measurement and not the actual distance over roads. ARTICLE 59 - TenanPs Failure This Lease shall be governed by the laws ofthe State in which the Shopping Center is located and shall be deemed made and entered into in the county in which the Shopping Center is located. If Tenant fins to comply with and perform any of its covenants, conditions or agreements, Landlord shall have the right, but not be obligated, to - perfortn the covenants, conditions or agreements. Tenant shall pay to Landlord on demand as additional rental, a sum equal to the amount spent by Landlord for the performance, plus 15%ofsuch amount to defray supervision and overhead. If Landlord performs any covenants, conditions or agreements, Landlord, its agents or employees may enter the Leased Premises. That entry and performance shall not constitute an eviction of'penant in whole or in part, nor relieve Tenant from the performance of the covenants, conditions and agreements. Landlord, its agents and employees shall not be liable for claims for loss or damage to Tenant or anyone claiming through or under Tenant. ARTICLE 60-Ownership (a) Ifthe ownership of the Shopping Center is in a Real Estate Investment Trust, then Landlord and Tenant agree that ~ -- -: - ' -_-._..-' all additienak rental paid to Landlord under this Lease (collectively referzed to in this Section as "Rent") shall qualify as "rents from real property" within the meaning of Section 866(d) of the Intemal Revenue Code o[ 1986, as amended (the "Code") and the IIS. Department of Treasury Regulations (the "Regulations"). Should the Code or the Regulations, or interpretations of them by the Internal Revenue Service contained in Revenue Rulings, be changed so that any Rent no longer qualifies as "rent from real property" far the purposes of Section 856(d) of the Code and the Regulations, other than by reason of the application of Section 856(d)(2)(B) or 856(d)(5) of the Coda or the Regulations, then Rent shall be adjusted so that i[ will qualify (provided however [hat any adjustments required pursuant to this Section shall be made so as to produce the equivalent (in economic terms) Rent as payable prior to the adjusmtent). (b) Any services which Landlord is required to famish pursuant to the provisions ofthis Lease may, at Landlord's option, be famished from time to time, in whole or in part, by employees of Landlord or Landlord's affiliates or by one or more third parties hired by Landlord or Landlord's affiliates. Tenant agrees that upon Landlord's written request it will enter into direct agreements with the parties designated by Landlord to provide such services, provided thaC no such contract shall result N Tenant having to pay, in the aggregate, more money for the occupancy of the Leased Premises under the terms ofthis Lease, or Tenant's receiving fewer services or services of a lesser quality than it is otherwise entitled to receive under the Lease. ARTICLE 61 - Svecial Provision . Tenant waives the provisions of Califomia Civil Code Sections 1941 and 1942 or any successor or similar legislation with respect to Landlord's obligations far tenant ability ofthe Leased Premises and Tenant's right to make repairs and deduct the expenses of such repairs from rent or to vacate the Leased Premises. Tenant also waives the provisions of California Civil Code Section 1931(1), or any successor or similar legislation as to Tenant's right to terminate this Lease for landtord's failure to-maintain or repair the Leased Premises. Tenant waives the provisions of California Civil Cade Sections 1932(2) and 1933(4), or any successor or similar legislation, with respect [o any damage or destruction of the Leased Premises. Any notice other than as specifically set forth in ARTICLE 23 shall be in lieu of and not in addition to any notice required under California Cade of Civil Procedure Section 1161 or any similar or successor statute. Each party waives the provisions of California Cade of Civil Procedure Section 1265.13Q or any successor or similar legislation, allowing the Superior Court upon petition of either party to terminate this Lease for a partial taking of the Leased Premises. 25 Chula Vista Public Library - Otay Ranch_Otay Ranch Town Center_0409 7/14/2011; TMW: Ig 10-35 The exhibits are incorporated by reference into this Lease. TENANT: THE CITY OF CFIULA VISTA, California dba "Chula Vista Public Library - Otay Ranch" Br Cheryl Cox, Mayor By: Donna Norris, City Clerk - Approved as to Form By: Glen R. Googins, City Attorney LANDLORD: GGP-Otay Ranch, L.P., a Delaware limited partnership By: GGP-Otay Ranch L.L.C., a Delaware limited liability company, ifs general partner By: GGP/Homart II L.L.C., a Delaware limited liability company, its sole member By: Authorized Signatory - 26 Chula V is[a Public Library - Otay Ranch_Otay Ranch Town Center_0409 7/14/2011; T:vIW: Ig 10-36 AFFIDAVIT The undersigned has signed a Lease dated 20_, with GGP-Otay Ranch, L.P., a Delaware limited partnership for the occupancy of Space No. 0409 Otay Ranch Tawn Center. The Lease business terms were negotiated with Timothy Colby, as representative of the Landlord. No representative, agent or employee of the Landlord represented, suggested, promised or implied that the undersigned. would be given an exclusive use in the Shopping Center for the operation of the business to be conducted in the Leased Premises, or that the Landlord would not lease space in the Shopping Center to a competing or other tenant. Nor has any representative, agent or employee ofLandlord made any representations, inducements or promises about [he Leased Premises or the entry into the Lease, unless expressly in [he Lease. Not has any representative, agent or employee made any represrntations, inducements or promises about the characteristic or conditions regarding or pertaining to the Leased Premises or the Shopping Center, unless expressly in the Lease. The undersigned has independently investigated the potential for the success of its operations in the Shopping Center and has not relied upon any representations, inducements or promises by Landlord's representatives, agents or employees, other than those contained in the Lease. TENANT: THE CTTY OF CHULA VISTA d/b/a: Chula Vista Public Library-Otay lunch Swom to before me this day of , 20_ 27 Chula Vista Public Library - Otay Ranch_Otay Ranch Town Center_0409 7/1M2011; Tb1W: Ig 10-37 0 ~„ , ~ ~ ~ O+I+H+I- m®® - ®® -~- - ~ O ~ ~ ~ ~`FL iI ~L Ii e 3 '- ° ®®~ - O+FH+I+ 8 ~~ > U I11~ . 4tlM VIII S o a ~ ~ r ~ 1 L`II 1111111 IIIIIIIIIIIIIIIIIIIIj O n I n i I i n I i i iimi m Z O K A m ;. nilliniilT ; _ . __ I .i m I ~° ~ m m II m - - m m I L.a a{4~H~~~~f~ f (~f llllllllllllllllllll ~ O ^ V I~I~II U V 11111111 ® w•«• y V IIIIIIII LJ Lf m m a $ IV I'lll~nl illlul 1 Ur 1 VIIIIIIII I I ~(~H~{~'~}~~~~ _®- ' Vllll~lli n~{-y-~{-~IµI {I-I~{I-I~{I-^~\ ~ IIIIIIIIIIIIIIIU ` Y ~ U W ar amm ~~\\~'' N . .• I- U' ~ / ~- I Icy . I'/L\VI ~ I . ~~. I SPACE #409 I ~~ 3412 SQ FT . . E%NI9RAW FONINFL0.MATdULPURPo5E9 CNLY MID IS WFEXOm ONLYASA GEXERYOESCPIPTLN OF E%ISTNG OHCCNiEMPUIE]IMPPOVEMEN19i03EAV0EP9A PPPi OFiXESxOPPIXGLENIEF, P0.0VI0m'IUi 4NGdN AWME9 NOPFPXESENiAPONixOTfNYNN0.E0EUEI.WMENi WILLOLLLPP99NOWN. SPECIFIC N1MEE, LOWiWNS GINEVSIONS OF MlY Sfq@S ENiflNMES, ORIMP0.0YEMFI119 ARE NOi IHiENUEO N SE NOR EXOUL09EflELIEO UPoXPNG ARE9UBlELi iO LINNC£AYJOIFlGTgN UVO OEIfilON 9r 1ANGmW O0.0iNFA?ARPE9, ANO ANE NOTAREPPESENiAPON OF,MWNNAHIY AE iO THE OP9XNG OR CIMINUEO LEASE PLAN aceRAirox of ANr sroRE xwm aR oEmcim IX ixls Exxlalr a OTAYRANCH ~ IaGENERAL GROWTH ~~ PROPERTIES EXHIBIT A TOWN CENTER CHULA VISTA, CALIFORNIA 110 NORTH WACKER DRIVE, CHICAGO, IL 60606 0 A 3 H 3 A a 0 I~ v n 0 m i ib S F 0 20-~ 20._x. 0 0 0 0 4t °-~ .o _.. I 0 . E _~ ~ i i o S ~' m~~i r7 ~ Q ~~z" ~ o ~~ ml m~ a ~ o ~ ~~~ ~ STORAGE sr0" ~~ ¢.~j m = 038 SF m ~¢ 1 ; ~ ~ siaw¢ o U - xoo s ,-_ ~ i --JO' -.-.~ o a • b = _.2~ x 32' 3" Li L~ ~ ~ (/~ = ~ N ~ ~ = e ~ N Li 4307 SF o 0 0 N x L-- -4W- - .. ^ 401 403 406 40~ xo,E uxolaxo Does Nor arxAxid mei wlmxu auus WxE xoi oLMmm mIa mmf aNxs xAW and NirtrrWm. Axo xemirxos mWi ms mx¢ m xm wxnm er mE axAxr m daa ne Acawcv rc mEa oRaWxcs NL Idl.Ni IE1A ME1s I PC NEWxm FINN ME Ld1LAlINE OF,IIFS0.Y VARIIIION fPOM mC aISIX fµE 6 FZICOCR MALL ON mF ML m¢Arca Cf OARAOR M'N 91M WILLS NO fMY M m6 6 9AB .1i 1NpW SRPE WALL TENANTS CHULA VIST PUBLIC LIBRARY-OTAY RANCH DATE 12/23/10 NOT TO SCALE SPACE 1F~ 409 AREA= 3412 SF DRAWN BYE NAP/TLK OTAY RANCH ~~GENERAL GROWTH EXHI BIT A- 1 TOWN CENTER PROPERTIES CHULA VISTA, CALIFORNIA 110 NORTH WACKER DRIVE, CHICAGO, IL 6060fi H ~- 8y I a ° ~° ~~ e~ tl d MN V ^, W` 9 98 ~I! ~~1\~ s ~ y ~ ~ ~ ~~ ~ Iu ® ® 9~ ' O 1 ~9e ~ II PNINIHMHIHINWNNNNB ' I, II w~lwlwll~xw ~~a "{ "mu F IB II ONNNHMNRINMINHNNB ~ et P11H~NHNNI9HNINIV le BNIRNBIHHHMHNNN~NIHNO ~. ~ ... ® ly _ „ _ .. ,.. - - OINN9fNHNHWINHMWNIHNMHNHN~ IF UNNNIONNHNMNNNNIONNNI9 ~~~ _ ~ IE IE __ ` a gg UNNHR ~ E R ~ D~ y V IE IE i~-Y -- ~ ~ ~ ~ , E~ fl.,.. IF ~: a ~ ~~ sZl as ~~ xore ENXBRBI9 FCRINFOWIAININIL NPPoSE$ ONLY A4G IS INIENOEOONLY ASAGENEPALOESLflIPrIaVOFEASrWG ORCONIENPUiE01NPPQJENEXi5rL19EMPOE ASA PPM Of LNF 91GPPING LENIIX, PROVIOEO iHAr LNOLOPN NAMF9 NO PFPPESEMAr~ON M4i ANY FUNPE GEVELOP!EM LMLL OCNR AS 9 W WN. SPECIFlC NAVES, IOLATONS, UMENSIIXi50F PMY SfCflES ENiPANCES.OP BBflQVFNFMS APE NGiIMENOFll rO SE, WJ0. SHOIRN ff OLEO UPoN ANN ME SUBJECT rO CHANGE MCNIFICAPON M'O OEI£PgV BYIANGLO.iG GR OrHE0. PAftiIE5. PN0 AiE WrAPEPPESENiArIGN GE GP WMPM11Y P5 rO rNE GPFNPIG GR CGNPNUEU SITE PLAN oPEPArnN aF urv sroPE ruueo oP oEPwTFn w rHls EXHIBIr B. OTAYRANCH _~~GENERAL GROWTH EXHIBIT B TOWN CENTER '~ PROPERTIES CHULA VISTA, CALIFORNIA 110 NORTH WACKER DRIVE, CHICAGO, IL 60fi06 .EXHIBIT C DESCRII'TION LANDLORD/TENANT WORK ALL TENANTS Otay Ranch Town Center - - - Chula Vista, California Landlord agrees to design and cause the construction of "warm shell" improvements at the Leased Premises suitable for Tenant's intended use and substantially in accordance with this Exhibit C - ("Landlord's Work"). Landlord agrees the design process for ' Landlord's Work shall be collaborative involving Landlord, Landlord's design professional and Tenant and that Landlord will consider and reasonably incorporate into the design for Landlord's Work Tenant's reasonable requests for the location and number of HVAC vents, outlets, switches, utility sink, and related items within Landlord's "wazxn shell" commitment and ' budget. Tenant eseep<s shall accept the Leased Premises in its."as-is" condition; provided, however, Landlord shall assign to Tenant any and all Landlord's rights and warranties under Landlord's design and construction contract(s) for Landlord's Work. Tenan4 at Tenant's expense, shall complete any improvements that may be required for Tenant's use of the Leased Premises beyond that being provided by Landlord hereunder. - - - - --- - - -°°-°°°~ All sash Landlord and Tenant work shall be m accordance with this Exhibit `C", the Tenant Criteria Manual and other information contained within the Tenant Package reference below. All work to be performed by Landlord in ' delivering the Leased Premises to Tenant shall be limited to those items expressly set forth in Exhibit "C" and Article 2 of the Lease, some of which maybe performed by Landlord on behalf of, and for Tenant as is more fully described herein. A. TENANT PACKAGE Tenant Package Landlord shall provide a "Tenant Package" to better identify the Leased Premises and provide details in describing conditions of the shell structure. 'T'his package may contain such items as: a. Leaze exhibit drawing indicating approximate Leased Premises. b. Dimensional floor plan drawings, if available. Tenant shall not rely on such plans or drawings and must field-verify physical dimensions and existing conditions in the Leased Premises prior to and during Tenant Work (defined in ARTICLE 2 of the Lease). a Criteria Manual containing Tenant-required drawing submissions information, sign - criteria, architectural, elearical and mechanical information necessary for the preparation ofTenant's plans, typical detail sheets, and oNer information. d. By the execution of Tenant's Lease, Tenant acknowledges receipt of the Tenant Package and by this reference, it is incorporated in the Lease. B. TENANT PLAN SUBMITTAL REQUIREMENTS 1. Tenant WOrkine Drawings Tenant shall provide working drawings consisting of architectural, mechanical, electrical, plumbing, structural, fife safety, specifications and supporting calculation 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 forth in 2 below. 2. Tenant Plan Submittal & Additional Requirements a. By the submittal date far preliminary plans and specifications specified in the Reference ' Provisions, Tenant agrees to notify Landlord of the identiTy and mailing address of the - licensed architect engaged by Tenant for the preparation of plans for Tenant's Work A[ the same time Tenant, at Tenants expense, shall cause Tenanfs architect to prepare and deliver to Landlord for Landlord's approval one (I) preliminary drawing submittal for Tenant's Work, adhering to the requirements as described in the Tenant Package. ' b. If Tenant does not famish Landlord with the identity of Tenant's architect or furnish Landlord with drawings and speciSca[icns by the required date, Landlord shall have the C-1 Chula Vista Public Library - Otay Ranch_O[ay Ranch Town Center_0409 7/14/2011; TMW: Ig 10-41 right, in addition to any other right or remedy it may have at law or in equity, to cancel and terminate this Lease by written notice to Tenant Landlord shall in addition to all other remedies, be entitled to retain and have recourse to any band, deposit or advance rental 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 to prepare and deliver to Landlord for Landlord's approval three (S) sets of final workingdrawings and specifications for Tenant's Work, adhering to the requirements as described in the Tenant Package. d. Landlord shall review Tenant's drawings and specifications and notify Tenant within IS days of [heir receipt if [hey do not meet with Landlord's approval. Tenant shall, within l0 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 return one (1) set of approved drawings to Tenant. That set shall show the date of Landlord's approval, and shall be made a part of this Lease as "EXI-IBIT P." 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 specifications for additlonal approval f. No approval by Landlord shall be valid unless signed in writing by Landlord or Landlord's representative. g. Tenant shall prepare its plans and perform Tenant's Work in compliance with Landlord's requirements, governing statures, ordinances, regulations, codes and insurance rating boards. __~_ ~_,_-.._..n _._- _.-cn ~<_,._.,. ...ems .m ___~-__ ~__.. -- - - - - . Landlord's approval does not relieve Tenant of its obligation to complete Tenant's Work in accordance with the terms of the Lease, nor of the necessity of Tenant's compliance with the laws, rules, regulations and ordinances of local governing authorities. - h. Any approval by Landlord or Landlord's architect shall neither obligate Landlord in any manner whatsoever with respect to the finished producS design and/~ construction by Tenant nor be deemed to be a modification or amendment to the provisions of the Lease. Any deficiency in design or construction, with or without prior approval of Landlord, shall be solely the responsibility of Tenant. Tenant shall be solely responsible far corrections in Tenant's Work and its working drawings and specifications required by governmental authority. i. Notwithstanding anything to the contrary contained in this Lease, Tenant shall comply with the Americans with Disabilities AR of 1990 ("ADA"), and any amendment to the ADA, az well as applicable state, local laws, regulations, ordinances and independent ' inspections. Compliance will include, but not be Limited to, the design, construction, and alteration of the Leased Premises as well as access to, employment of and service to individuals covered by the ADA. Upon completion of work, Tenant's or Tenant's architeM must supply [o Landlord a letter, satisfactory to Landlord, stating that the Leazed Premises have been designed and constructed in accordance with and are in compliance with the ADA. j. Within 10 days after opening for business in the Leased Premises, Tenant shall provide Landlord with one set of "as-built" drawings and specifications indicating the changes from EXI-IIBIT P made during the performance of Tenant's Work. As-built dmwings shall accurately locate all underground urilifies and equipment installed. As-built drawings shall be delivered to Landlord prior to final inspection of the Leased Premises. C. STRUCTURE 1. Buildine Shell a. Landlord may shall provide; eE-iES~pNetr, a concrete floor slab within the interior of the Leased Premises at Tenant's expense, ri,a; - .....~ :.-_ -- ..___ _ -':--_ . _.__. - ^- --- `-~`-- ---°-a^a ^'~`~. Such concrete slab shall be installed in accordance with the requirements as described in the Tenant Criteria Manual. Any tenant whose requirements exceed the designed live load shall famish Landlord with load information prepared by a licensed structural engineer. At Landlord's option, Landlord may, at Tenant's expense, submit structural information to its engineer for verification. b. Tenant is responsible for maintaining the integrity of the concrete slab. Any alterations to Landlord's slab shall be executed in accordance with the requirements described in [he Tenant Criteria Manual C2 Chula V ista Public Library - Otay Ranch_Otay Ranch Town Center_0409 7/14/2011; TMW: lg 10-42 c. Upper and lower level suspended slab floor penetrations shall be core-drilled; no saw cutting or trenching is permitted. All floor penetrations shall be sleeved and sealed as required in the Tenant Criteria Manual. d. ~ Structural modifications and or additions by Tenant to Landlord's struMUre is subject to Landlord's prior approval. Tenant shall submit shuc[ural calculations, which have been prepazed by a licensed structural engineer, [o Landlord for review by Landlord's engineer, at Tenant's expense. 2. Roof Penetrations Roof penetrations by Tenon[ shall he held to a minimum. Penetrations, flashing and patching of the roofing system shall be made by Landlord's roofing contractor, subject to Landlord's prior approval, at Tenant's expense. Any strucmral framing or structural calculations required by Landlord as a result of Tenant's roof penetrations shall be performed at Landlord's option by Landlord's contractoq at Tenants expense. Any associated curbs, rails, skids, etc. which can impact the roof system shall be designed N accrrdance with the manufacturer's recommendations and installed by Landlord's approved roofing contractor, at Tenant's expense. 3. WateroroofMembrane _.a .~...,. - 4. F'reoroofine Landlord may provide-aE-NS-epHerr, fire retardant material on its structure within the Leased Premises as required by applicable local Code. Tenant shall be required to protect fireproofing and damage to fireproofing shall be repa'ved by Tenant as necessary to meet the requirements and recommendatons of applicable code and local inspectors, at Tenant's expense. D. STOREFRONTS 1. Neutral Piers and Bulkhead Landlord may 5ha11 provides aEHSepFian; vertical neutal surfaces or structural columns at the lease line separating Tenant the storefront construction for the Leased Premises from another adjacent space. - - " `"' "°"' „~ ,,,. - - .-_ -- -- _ _ __"'' The storefront area will be"left open for Tenant construction between the edges of the neutral surfaces and between the mall finished floor and the underside ofthe horizontal soffit. 2. Additional Storefront Requirements a. Landlord has established design criteria reguladng materials and constmction of the storefronts and signage so that tenant storefronts contribute to the overall design concept of [he Shopping Center. Jn order [o contribute to [his theme, the overall storefront design must wnform to the design criteria as described in the Tenant Criteria Manual. Landlord has the right to reject storefronts which do not meet the design criteria and [o accept and approve unusual designs that deviate from [he required criteria, all at Landlord's sole discretion. b. T-.~r,~,r Landlord is responsible for constructing a complete storefront to the full height and for making a suitable attachment or termination of construction to the bulkhead soffit and proper closure against each neutral pier. Refer to Tenant Criteria Manual for derails. _ _ _ __ _ ____ _ _ _ __a a_____ ~. __ _ c. '"-~ The storefront installed by Landlord shall be self-supporting. Limited lateral bracing is permitted from Landlord's structure. The storefront or any part of the interior cannot he suspended from Landlord's bulkhead framing or structure. E. DEMISING WALLS AND EXITS L Demisin¢ Walls a. Landlord shall provide light gauge metal studs or unfinished masonry separating the Leased Premises from adjacent space. - - ,', -- -- fl b. Teirem Landlord is responsible for famishing ~pboard on all demising partitions and surfaces in accordance with code and as described m the Tenant Criteria Manual. C-3 Chula Vista Public Library-Otay Ranch_Otay Ranch Town Center_04-09 7/1M2011;TMW:Ig 10-43 c. Tenants are prohibited from allowing music or other sounds to emanate from their space into an adjacent Tenant space or into the mall common area. Tenants who generate sound levels greater than 40 decibels, or as otherwise deemed necessary by Landlord, shall insulate their space against sound transmission Methods to prevent sound transmission must be thoroughly detailed on Tenant's plans and is subject to Landlord's approval, as described in the 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 to demising walls to compensate. for loading imposed by Tenant's wall-hung fixtures at Tenant's expense. e. 2. Service Doors Tenets Landlord is responsible for Cumishing and installing a service door connecting to service corridors or mall exterior service areas. The door shall comply with applicable code requrements and Landlord requirements as described in the Tenant Criteria Manual. '-~,-~.~aE _ ~__ _ _~ _- _ _,. ,,____ c.__ __~ ~__~_ ___ .c._ T____. _~_ _,;-v __g 3. Exit Requirements T'eaenE 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, FURNISHINGS AND EQUIPMENT 1. Floor Finish $enenE Landlord is responsible for all floor finish covering materials for the Leased Premises and shall make a smooth, level transition with [he mall floor at the lease line. Tri,--o,- - -- __ _ __ _ _ _ ._a _ sy~t 2. Wall Finish 4'enen£ Landlord is responsible for the installation of finished walls on the demising - partitions, '__ _ _ ___ _ __ _ ___ __ ~ ~~_,.; ., fire tapping and wall finishes, a[T'eaent's Landlord' s expense. 3. Ceilin s Ceiling height limitations are created by existing conditions and floor-to-floor heights vary throughout the Shopping Center. Where building conditions permit, higher ceilings may be allowed with the written approval of Landlord. rlny There shall be no relocation of or modification to existing piping, conduit and/or ductwork ----'-~'-'-' `- "'----"-'--'-'°"°- ef to obtain a higher ce~hng. -:.o ~- _ _ __ - _ - __ - - -, - - -- - - ---- . Landlord F shall n install a ceiling throughout the Lease Premise as per the Tenant Criteria Manual. 4. Access Panels Tenaaf Landlord is responsible for providing access panels throughout the Leased Premises. q'erretiE Landlord shall at minimum provide 24" x 24" flush mount access panels in the ceiling within the Leased Premises at dampers, HVAC equipment and elsewhere as required by Landlord or as required by code in order to provide access to the equipment. 5. Fumish'nes and Eouioment Tenant is responsible £or furnishing and installing all fixtures, furnishings, equipment, shelving, - trade fiMUres, leeseheld-imprevertrents Tenant's Work, interior decorations, gaphics, signs, mirrors, coves and decorative light 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 1. Tenant Sionaee Submittal C-4 Chula V ista Public Library - Otay Ranch_Otay Ranch Town Cen[er_0409 7i 14/2011; TMW: Ig 10-44 a. Tenant shall submit sign manufactwer's shop drawings 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, permits and related or resulting construction shall he Tenant's responsibility. All signs shall be installed under the supervision of Landlord. The sign contractor shall repair any damage caused by its work. b. Landlord's final written approval is required prior to sign fibrication. Tenant shall no[ be permitted to open for business in the Leased Premises without a sign that has been - approved in writing by Landlord and which conforms to applicable building and elechical codes. 2. .Interior Sienaze Requirements a. No signage shall be applied to storefront or hung within 4'-0 from the lease line without Landlord's written approval. Refer to Tenant Criteria Manual for additional information b. No signs shall be allowed beyond the lease line without Landlord's written approval c. No flashing, action, moving or audible signs are permitted. d. No television or projection screens are permitted within 15 feet of [he lease line without 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 ;j length. The proportional ratio of the proposed signage length to the overall horizontal storefront length shall be left to the sale diso'etion of Landlord g. Landlord reserves the right to regulate signage location throughout the mall and near Anchor stores. h. Wording is limited to the trade name of the store. Landlord shall review logos on a case- by-case basis i. Sign shall be on a timer set to illuminate during mall hours. j. No sign manufacturer's identification, decals or registered trademark shall be permitted. k. Tenant shall keep [he sign in good repair at all limes. H. HEATING VENTILATION AND AIIt CONDITIONING 1. L d l ~a ' be -_ 2. Tenext Landlordpr 'd d RoofT U it "RTU Svstem" a. b. en9-etilHyeapauikY' , _ __ __ ^ System to the Leased Premises as Landlord shall design and ms[all the RTU defined in the Tenant Criteria Manual c. Landlord may shall provid~oof supports for roof-mounted equipment - ---" - d. $enant Landlord shall locate the RTU System and provide structural modifications in order to comply with the Shopping Center's shuctural load limits. Tenant shall submit '. create structwal calculations, which have been prepared by a licensed strucural engineer,-.a,~,a,a:o=or.'.._-. by ~c:d.:,: d'c=-;:'__. £or all roo£ work.; e. C-5 Chula Vista Public Library - Otay Ranch Otay Ranch Town Center_0409 7/14!2011; TMW: Ig 10-45 Lendlerd: Tenon[ shall not enter the roof without prior permission from a representative of Landlord f. - g. Notwithstanding anything [o the contrary contained in the Lease, Tenant shall have no right to an abatement, deduction or set-off in rental if Tenant's RTU System is or becomes inoperable. 3. AddiConal Tenant Requirements a. f Landlord is responsible for providing the mechanical system within the Leased Premises, including but not limited ro maintenance, supply metal ductwork, grilles, registers, electrical wiring, conhols, heating, heat detection and circuitry necessary for the satisfactory operation of an air conditioning system. Refer to Tenant Criteria Manual for details. b. TeaanF Landlord is responsible for the design of all ductwork and accessories for air distribution in accordance with [he procedures described m the American Society of Heating, Refrigerating, and Air Conditioning Engineering Guide ("ASHRAE"), and in accordance with the latest methods recommended in the Sheet Metal and Air Conditioning Contractors National Association ("SMACNA") low velocity duct manual, and as otherwise set forth by code. c. d. T~.t Landloxd is responsible for providing [he Leased Premises with its awn thermostat(s) in accordance with [he requirements of the Tenant Criteria Manual e. i'enenf Landloxd shall provide plans, specifications and calculations required in - connection with the installation and operation of Tenant's HVAC System. Arry-eevieave€ f. Ter+ant Landlord is required to route HVAC wndensatlon fines as directed by code and the mall on-site representative. g. TenenE Landlord is responsible for providing Landlord copies ofair test and balance reports upon completion of work. h. __ _ _ __ _ _ _r~ i. Landlord may provide, at its opfion, a smoke evacuation and control system within [he Leased Premrses. _ _ _ _.a _,._w_r.,.,~ :de j. ~-~r~.r-I-IVAC System and related rooftop equipment must be compatible with Landlord's life safety/ smoke exhaust system. Alterations to and interface with Landlord's life safety/smoke exhaust system shall be by Landlord's contractor. at k. f Landlord may be required to provide and install, at Tenant's Landloxd' s expense, heat or smoke detectors within the Leased Premises to shut - down the heating, air conditioning and ventilation whenever an abnormal condition is detected. 1n addition, these devices may be required by local code authorities as part of L the fire prevention smoke removal system. Refer to Tenant Criteria Manual for details. .,_r.....~.,., L TOILET EXHAUST SYSTEM - a. Landlord may provide, at its option, a common toile[ exhaust system to the Leased Premises, as defined in the Tenant Criteria Manual. TenenF Landlord shall design and install a toilet exhaust system and connect to Landlord's exhaust dud rystem within the Leased Premises. 06 Chula Vista Public Library-Otay Ranch_O[ay Ranch Town Center_0409 7/1420i1;TMW:Ig 10-46 b. J vin ~ r ,rave rrn aro evemti•r,rc K. UTILITIES 1. Electric Service a. Landlord shat! provide the main electric distribution system as more fully described in the Tenant Criteria Manual. b. Landlord mny shall providetierr, an empty electrical conduit to the Leased Premises and associated electrical equipment serving the Leased Premises. 'a,-v4-o-~.erh c. ~ _, __ _ d. Landlord will famish elecric service within the Leased Premises of not more than 15 watts per square foot. T~s Landlord' s electrical requirements for the space shall be determined from Texentas Landlord's elearical engineering plans in _ __ - m~ _ __ ___ accordance with the National Electrical Code ("NEC")..,~ - - -- -- -- " __ __ _ _ _ _ ,_a : ~.~,. __ _ _- a Electrical system within the Leased Premises shall be "as-is" with all electrical upgrades and modifications by TeseAt Landlord at TenaeH's for Landlord's work. eage~~ open I~endFer~asppreveF: 2. Tenanf Electrical Requirements a. q'exenF Landlord is responsible for providing a complete electrical system from Landlord's distribution point within the Leased Remises. This shall include, but not be limited to, all necessary labor, branch and main circuit breakers, panels, transformers, light switches and light switch covers, and outlets and outlet cooexs, connection to HVAC power supply, temperature controls and conneMion to Landlord's smoke detector or smoke evacuation system, if required. CJ Chula Vista Public Library - Otay Ranch_Otay Ranch Town Center_0409 7/1M2011; TMW: lg 10-47 b. T'enertf Landlord shalt pull copper conductors in conduit and make final connections a[ Landlord's electrical distribution panel. Conductors shall be continuous with no splices between the switchgear in the distribution room and panels within the Leased ffemises. c. T"~ Landlord' S electrical engineer shall include an electrical riser line diagram and a complete electrical panel schedule (quantities and sizes of lamps, appliances, signs, water heaters, etc.), indicating individual and total demand of all - elechicalloads. d. Electrical materials and equipmrnt shall be new and installed per code and shall bear the Underwriters Laboratories label. All wire must be copper. _ e. Lighting fixtures shall be furnished and installed by RwaM Landlord, and shall be of a type approved by applicable codes. Recessed fixtures in furred spaces shall be connected by a flexible metal conduit and run to a branch circuit outlet box which is independent of the fixture. Fluorescent ballast shall have individual non-resetting overload protection. f. Panel board famished and installed by 3=esanf Landlord for lighting and power within the Leased Premises shall be equal [o type NLAB class panels, and shall meet the requirements of applicable code. g. Afloor-mounted transformer shall be famished and installed by Resent Landlord, as required. - 3. Water Service Landlord may 9ha11 provide~sepHerr, a cold water supply line at or near the boundary of the Leased Premises and hot water supply £rom an existino mater heater (as further described in Section K.8 of this Exhibit C).. The water service will terminate wieh avalve connection to a utility sink installed by Landlord as part o£ Landlord's Work. 4'eaaflfsheH-pey 4. Sanitary Service Landlord may shall provide~E-NSepfien sanitary sewer stubs at or near the boundary of the Leased Premises. - - ~', - ,' °' _ -..~ - S. Vent Stub Landlord may shall provide-et-ifs-epkeeq plumbing vent stacks throughout the Shopping Center. 6. Resent Plumbine Requirements a. .°a . ° r b. _ _ __ _ . I ~_ ° ~e __ _ c. d. 7. - 8. Water Heaters There is an existing water heater at the Leased Premises that shall be incorporated into the water C-8 Chula Vista Public Library - Otay Ranch_Otay Ranch Town Center_0409 7/14/2011; TMW: lg 10-48 9. l0. I1 system provided by Landlord and as described in Section R.3. of this Exhibit C. Tt: c-. ._ .---'-.-=`"' "-'_-~'~- Toilet Facilities Toilet Facilities shall not be -- - - -- -- - - required within the Leased Premi-ses due to the proximity of the public restroom L. SPECIAL FOOD TENANT REQUIREMENTS C-9 Chula Vista Public Library - Otay Ranch_Otay Ranch Town Center_0409 7/1M2011; TMW: Ig 10-49 "-a.- -T-~,l Telephone Landlord shall arrange with [he telephone company [o install telephone service to the main telephone terminal Landlord may 5ha11 provide; -at-iYt-eptier'; a raceway from the main telephone terminal to the Leased Premises. All telephone work for extension of services to the Leased Premises shall be provided by Tenan4 at Tenant's expense, in accordance with applicable code, and subject to Landlord's approval M. FIItE PROTECTION SYSTEM L T____. Landlord Sprinkler Svstem - - a. Landlord ,nay shall provides a complete wet sprinkler fire protection grid system within the Leased Premises. b. . __ _. „__~__ T..___. ...... _... s ~~ ~~ ~__ v ~_. ~~ _____:___~ _.____. _. c.e _._._~:___.__.._.~_ c. d Teaant's Landlord' S fire protection system shall comply with the requirements of the applicable building codes, fire marshal and be approved by Landlord's insurance carrier. Beyond Landlords' Work, any Axy modifications or additions [o [he sprinkler system, main relocation, or installation 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. T'enant's Landlord' s sprinkler drawings and hydraulic calculations shall be prepared by a licensed engineer of the state in which the Shopping Center is located. E 2. TetrenELandlord Fire Svstem a. Landlord may shall provide; a&ifs~rytierq a connection far a fire alarm system within or adjacent to the Leased Premises. -`' ' -° ' --""' " °`"'"" "`" """ "° `- Refer to Tenant Criteria Manual for details. b. "~n;,ant Landlord n.sy `~- --cq~-^dTO shall design and install an engineered fire alarm system within the Leased Premises. Tetrent's The fire alarm system shall be compatible with Landlord's system and comply with the requirements of the applicable building codes, fire marshal and 6e approved by Landlord's insurance carrier. Refer to Tenant Criteria Manual for details c. T'-~a Landlord' s fire alarm drawings shall be prepaed by a licensed engineer of the state in which the Shopping Center is located. --~~ ~-'-- - `~°o^n'~°°'"'"`n° apprevaF: 7. Tenant Fire Extineuishers Tenant shall provide and install fire extinguishers in the Leased Premises. The number of extinguishers provided by Tenant shall be as requ'ved by applicable building codes, fire marshal C-10 Chula Vista Public Library - Otay Ranch_Otay Ranch Town Center_0409 7/14/2011; TMW: Ig 10-50 and be approved by Landlord's insurance carrier. N. CONSTRUCTION REQUIREMENTS 1. Construction Deoosit __ __ ...~.., tie .e.....~ '. 2. Construction Barricade 3. Construction Trash Removal Tenant is responsible for Hash removal during aanatraeEie~ fi#uring and stocking at Tenant's expense. Tenant shall break its boxes down and place its trash daily in the containers provided. Trash accumulation shall not be permitted overnight in the Leased Premises, Joint Use Areas or service cortidors. >~;- Compliance with Landlord's recycling program is mandatory. 4. Temoorarv Electric - ___ _-. ~_.._.__ _~~__________________r.e.e...e..-~y,~ie 5. Contractor Requirements a. Tenant and or Tenant's contractor shall not commence any werle Tenant Work without checking in with Landlord's on-site representative and supplying all required pre-construction documents. Documents shall include but not be limited to a copy of building permit, Certificate ofInsumnce and contractor'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 contractors and subcontractors; however, approval shall not constitute the assumpfion of any responsibility or liability by Landlord for the actions of Tenant's contractors or subcontractors or the qualiTy or sufficiency of Tenant's Work a Tenant's contractor or subcontractor shall not post signs in any part of the Shopping Center, on construction barricades or in the Leased Premises without approval from Landlord. ' d. All supplies necessary for construction, fixturing or merchamdising the Leased Premises must he delivered through designated truck docks and down the service corridors. e. The contractor may perform "noisy" construction, such as jack hammering, saw cutting, care drilling etc., only during hours approved by Landlord's on-site representative. The Landlord's on-site representative will terminate any construction activiTy that is deemed ' excessively noisy or dusty or which is disruptive to the normal operations of the adjacent tenants anNor the matt f. Tenant's contractor shall obtain Landlord's approval regarding all drilling, welding or ' other attachment to Landlord's struMUral system. Approval by Landlord shall be in writing before the start of Tenant's Work, and must be clearly identified on Tenanfs drawings. Landlord approval of the drawings does not relieve Tenant's contractor of [he responsibility to make a request in writing prior to starting Tenant's Work. g. Tenant's contractor shall supply fire extinguishers during construction, in accordance with code. 6. Tenant's Work a. Tenant shall conform to and comply with all federal, state, county and local taws, ordinances, permits, rules and regulations in the performance of Tenant's Work ct in the C-1t Chula Vista Public Library - O[ay Ranch_Otay Ramch Town Center_0409 7/14/2011; TMW: Ig -. 10-51 performance of any alterations, additions or modifications. b. Tenant's Work shall be coordinated with Landlord's Work as well as with the work of other tenants in the Shopping Center so that Tenant's Work shall not interfere with or delay completion of other construction in the Shopping Center. a In the 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 Tenant, or of TenanPs employees, licensees or invitees from any cause whatsoever occurting upon or about the Leased Premises, and Tenant shall and will indemnify, defend and save Landlord harmless from any and aI( liability and claims arising out of or connected with - any injury or damage. Tenant acknowledges that these provisions become effective beginning upon the date Tenant or its agents first enter the Leased Premises. This obligation to indemnify shall include reaoonable attorneys' fees and other reasonable costs, expenses and liabilities incurred by Landlord and its attorneys from the first nodce that any claim or demand is to be made or may be made.. d. Work performed by Tenant or Tenant's contractor shall be performed so as to avoid a - labor dispute. If there is a labor dispute, Tenant shall immediately undertake whatever action may be necessary to eliminate the dispute including, but not limited to, (i) removing all disputants from the job site until the labor dispute is over, (ii) seeking an _ injunction in the event of a breach of conraM action between Tenant and Tenant's contractor and (iii) filing appropriate unfair labor practice charges in the event of a union jurisdictional dispute. 1£ during the period of initial construction of the Leased Premises, any of Tenant's employees, agents or contractors strike, or if picket lines or boycotts or other visible activities objectionable [o Landlord aze conducted or cartied out against Tenant or its employees, agents or contractors, Tenant shall immediately close the Leased Premises and remove all employees until the dispute giving rise to the strike, picket line, boycott or objectionable acdviTy has been settled to Landlord's satisfaction. e. Tenon[ agrees [hat it wilt not, a[ any time prior to or during this Lease, including the period of the performance of TenanPs Work, either direcly or indireMly employ or - permit the employment of any contractor, or use any materials in the Leased Premises, if the use of the contractor or the materials would, in Landlord's sole opinion, create a difficulty, strike or jurisdictional dispute with other contractors engaged by Tenant or Landlord or others, or would in any way disturb the construction, maintenance or operation of the Shopping Center. If any interference or conflict occurs, Tenant, upon demand by Landlord, shall cause all contractors or all materials causing the interference, difficulty or conflict, to leave or be removed from [he Shopping Center immediately. f. Tenant'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 require its contactor to cooperate with ' Landlord and correct any deficiencies noted by Landlord. All work performed by Tenant during the Term of the Lease shall be performed in accordance with this Leaze, all exhibits thereto, the Tenant Design Manual and as directed by Landlord's representative. g. All work by Tenant, including repa'v work, shall be performed in a first-class workmanlike manner and shall be in a good and usable condition at completion. Tenant shall require any person performing work to guarantee that the work is free from any and all defects in workmanship and materials for one (1) year from the date of completion. Tenant shall also require any such person to be responsible far the replacement w repair, without additional charge, of work done or furnished by or through such person which shall become defective within one (1) year after substantial completion 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 wartanties and guarantees shall inure to the benefit of both Landlord and Tenant, as their respective interests appear, and so that either party can directly enforce the contract. h. In the event Tenant or Tenant's wntrac[or fails to perform Tenant's Work, or any part of Tenant's Work, in a manner satisfactory [o Landlord within 10 days after receipt of Landlord's punch Iis4 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 - £or costs incurted by Landlord m such performance. O. INSURANCE REQUIl2EIVIENTS TenanPs contractor must fulfill the following insurance requirements, and shall maintain of no expense to Landlord: C-12 Chula Vista Public Library - Otay Ranch_Otay Ranch Town Center_0409 7/1M2011; TMW: Ig 10-52 a. Workers' Compensazion Insurance within statutory limits and Employer's Liability Insurance with limits of not tens than $100,000. b. General Liability Insurance with limits of not Tess than $2,000,000 combined single limit for bodily injury and property damage, including personal injury, Contractual Liability wverage specifically endorsed to cover the indemnity provisions contained herein and - Contractor's Protective Liability coverage if contractor uses subcontractors. o. Motor Vehicle Liability Insurance in the Contractor's name, including owned, non- ; owned, leased and hired car coverage with limits of not less than $2,000,000 combined single limit per occurrence for bodily injury and property damage. d. Tenant shall cause each of its contracOrs to agree to name Landlord, the parents, subsidiaies and affiliates of Landlord and if Landlord elects, any owner or other occupant in or adjoining the Shopping Center, as Additional Insureds on Contractor's Commercial General Liability Insurance and Motor Vehicle Liability insurance. 1n addition to the insurance Tenant is required to maintain under ARTICLE l9, Tenant shall maintain Builders Risk Insurance including water damage and earth movement for the full replacement wst of Tenant's Work ' e. Each of Tenants contractors shall also, to the fullest extent permitted under the law, protect, defend, save harmless and indemnify Landlord, the parents, subsidiaries and affiliates of Landlord, and if Landlord elects, any owner or other omupant in or adjoining the Shopping Center, and their employees, officers and agents against any and all liability claims, demands or expenses incurted on account of any injury or damage, alleged or real, arising out of or in any way connected with any act or omission to ac[ on the part of the indemnitor. - f. Certificate evidence of the required insurance shall be famished to Landlord before the star[ of Tenant's Work Insurance carriers shall have an AM Best's rating of A-VIl or better, and shall be registered or authorized [o 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, [o run utility lines, pipes, ducts, etc. above the Leased Premises. It shall be Tenant's responsibility to provide flush-mounted access panels in its finished work where requred by Landlord. 2. Additional Landlord's Work Landlord shall have the right to charge Tenant for certain improvements and other work performed by Landlord or caused to be performed by Landlord at Tenant's request within the Leased ' Premises although they may no[ 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, to do any work _ which Landlord is not specifically and expressly required to perform under this Lease or which, under any provisions ofthis Lease, Tenant may be required [o perform. The performance of work ' by Landlord shall not constitute a waiver of Tenants default in failing to perform the work 3. Hazardous Materials Tenant shall comply with any existing or future city, state, county or federal regulations or legislation regarding the control of pollution. Tenant shall not use or install, nor shall pernit its ' contractors to use or install, any building materials containing asbestos or other Hazardous Material Upom exp'vation of the Term or the earlier termination of this Lease, Tenant shall provide Landlord with a statement signed by Tenant that the Leased Premises do not contain any Hazardous Material If Tenant fails to do so, Landlord shall have the right to have the Leased - Premises inspected for the presence of Hazardous Material, and if Hazardous Materials are present in the Leased Remises, to take all actions which are necessary to return the Leased Premises to [he condition it was in prior to the presence of Hazardous Material in the Leased Premises, all at Tenant's expense. This obligation by Tenant shall survive [he Expiration Date or earlier termination ofthis Lease and shall survive any Gansfer of Landlord's interest in the Shopping Center. 4. Tenant's Refuse Tenant is responsible for keeping [he Leased Premises, the corridor, malt or arcade adjacent to the Leased Premises broom clean and free of trash. If Landlord removes Tenant's or Tenant's contractor's trash, the charge to Tenant will be three (3) times Landlord's cost. Any material, whether trash or otherwise, placed outside of [he Leased Premises for more than 24 hours shall be subject to removal and disposal without notice. 5. Certficate ofOccumancv Tenant is responsible for obtaining a Certificate of Occupancy promptly following completion of Tenants Work, and shall promptly forward a wpy of it to Landlord prior to Tenant opening for C-13 Chula VisTa Public Library-OtayRanch_O[ay Ranch Town Centec_0409 7/IM201 I;TMW: Ig 10-53 business in the Leased Premises. Tenant shall no[ be permitted to open for business without a Certificate of Occupancy. Upon completion of Tenant's Work or any alterations under ARTICLE 12 ofthe Lease, Tenant shall submit an original contractor's notarized affidavit, a71 subcontractors' original notarized affidavits and original notarized final waivers of lien, as well as any original notarized lien waivers that Landlord may require from contractors, subconractors, laborers, and material suppliers. The documents must be in a form and detail satisfactory to Landlord 6. Lien Protection a. Neither Landlord nor any mortgage lender of Landlord shall be liable for any labor or materials famished to Tenon[ upon credit, and no mechanics or other lien for labor or materials shall attach to or affect any interest of Landlord or the mortgage lender in the ' Leased Premises or the Shopping Center. Nothing in this Lease shall be deemed or construed to constitute Tenant as Landlord's agent or contractor far [he performance of Tenant's Work. Tenant acknowledges that Tenant's Work is to be performed solely for the benefit of Tenant Nothing in this Lease shalt be construed as constituting the consent or request of Landlord to any contractor for the performance of labor or the famishing of any materials for Tenant, nor as giving Tenant authority to contract as the agent of or for the benefit of Landlord 6. If Landlord's insurance premium or real estate tax assessment increases as a result of Tenant's improvements to the Leased Premises, Tenant shall pay the increase. as additional rental upon notice from Landlord. ' 7. S uare Footage Calculations The calculations of the dimensions and square footage of the Leased Premises are from the centerline of interior partitions, from the outside face of exterior walls, and from the full thickness of corridor and shaft walls. No deductions are allowed for the space occupied by columns, interior partitions, or other interior cons[mRion or equipment installed or placed in the Leased Premises The Leased Premises shall not include any space above the bottom of [he structural framework supporting the upper level or roof of the Shopping Centeq as the case may be, or below [he floor level of the Leased Premises. C-14 Chula Vista Public Library - Otay Ranch_Otay Ranch Town Center_0409 7/14/2011; TMW: Ig 10-54