F t2
ASSIGNMENT ANDAND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated for purposes of identification only this / Lel day of J ti , 2023, is made and entered into by and among the:
ANAHEIM HOUSING AUTHORITY, a public body, corporate and politic, hereinafter referred to as " AUTHORITY",
A
IS SAM B. NASRALLAH and NAZIH SIMAAN, jointly and severally, together hereinafter referred to as " ASSIGNOR,"
A
GMA PERO, INC., a California corporation, hereinafter referred to as ASSIGNEE".
WITNES SETH
WHEREAS, ASSIGNOR and Evergreen Capital Assets, LLC, entered into that certain GROUND LEASE dated as of December 31, 2014 ( hereinafter the " Agreement"), a true and correct copy of which is attached hereto as Exhibit " A" and incorporated herein by reference, pertaining to a certain single parcel of land located at 100 South Beach Boulevard, Anaheim, California 92801 ( hereinafter the " Property"), for the permitted purpose of conducting the business of a gas station ( hereinafter the " Permitted Use"); and WHEREAS, on December 10, 2019, AUTHORITY purchased the Property and assumed the Agreement as the Landlord; and
WHEREAS, on December 27, 2019, AUTHORITY accepted ASSIGNOR' s only optional request to extend the Term of the Agreement through December 31, 2024; and WHEREAS, on May 31, 2023, AUTHORITY received an electronic correspondence from ASSIGNOR requesting to assign the Agreement to ASSIGNEE; and 1 WHEREAS, AUTHORITY received correspondences dated May 31, 2023, and June 15, 2023, from Marathon Petroleum Company, LP, party to a Retail Sales Agreement with ASSIGNOR related to the Permitted Use, approving the assignment of the Agreement from ASSIGNOR to ASSIGNEE; and
WHEREAS, ASSIGNOR now desires to assign the Agreement to ASSIGNEE to continue conducting the Permitted Use only through the end of the Term of the Agreement on December 31, 2024; and
WHEREAS, ASSIGNEE desires to accept the assignment and assume the liabilities of ASSIGNOR under the Agreement on the effective date of this Assignment and Assumption Agreement; and
WHEREAS, AUTHORITY hereby consents to the assignment, delegation and assumption as set forth below.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:
1. ASSIGNMENT
ASSIGNOR hereby assigns to ASSIGNEE all of its rights, duties and obligations under the Agreement, effective as of the " Effective Date" ( as defined below).
2. ASSUMPTION
ASSIGNEE hereby accepts such assignment from ASSIGNOR, effective as of the Effective Date, and assumes and agrees to be bound by all applicable terms of the Agreement, and agrees to perform all the duties and obligations and assume all liabilities and responsibilities delegated to ASSIGNOR under the Agreement.
3. TERM
Pursuant to section 3 of the Agreement, the current Term of the Agreement runs through December 31, 2024. No further extensions of the Term will be granted by AUTHORITY and ASSIGNEE will be required to close its business and return the Property to AUTHORITY by December 31, 2024. Upon the end of the Term of the Agreement and closing its business, ASSIGNEE will not have any claims or rights to any relocation benefits or related assistance. 2 4. RENT
Pursuant to section 4 of the Agreement, ASSIGNEE and AUTHORITY agree that the new monthly rent for the Permitted Use on the Property effective as of the Effective Date shall be $ 13, 301. 08 per month.
5. RENOVATIONS
ASSIGNEE intends to convert the gas station on the Property from a Shell station to an ARCO am/ pm station. Accordingly, ASSIGNEE is requesting to complete certain renovations to the Property, as listed in Exhibit B attached hereto and incorporated herein by reference (" Renovations"). ASSIGNEE shall be solely responsible for the cost, installation, and maintenance of said Renovations. Additionally, ASSIGNEE will be required to obtain any and all necessary permits and approvals from the applicable entities for said renovations. This Agreement with the AUTHORITY shall not be considered City of Anaheim approval of the renovations for any required authorization or permits.
6. CONSENT
AUTHORITY hereby consents to the aforementioned assignment and assumption of duties and liabilities by ASSIGNEE. AUTHORITY agrees to accept performance by ASSIGNEE under the Agreement in lieu of performance by ASSIGNOR as long as ASSIGNEE is not in breach of the Agreement or this Assignment and Assumption Agreement. This consent shall not be deemed consent to any further or future assignment of the Agreement. This Assignment shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, heirs and legatees of the respective parties hereto.
7. NO THIRD- PARTY RIGHTS
The Parties intend not to create rights in, or to grant remedies to, any third party as a beneficiary of this Assignment and Assumption Agreement or of any duty, covenant, obligation or undertaking established herein.
8. NOTICES
Notices and communication concerning this Agreement shall be sent to the following addresses:
3 AUTHORITY:
WITH COPIES TO:
City Clerk
Anaheim Housing Authority
200 S. Anaheim Boulevard, 2nd Floor
Anaheim, CA 92805
FAX No.: ( 714) 765- 4105
Executive Director
Anaheim Housing Authority
City of Anaheim
201 S. Anaheim Blvd, 10th Floor
Anaheim, CA 92805
City Attorney
City of Anaheim
200 S. Anaheim Blvd, 3` d Floor
Anaheim, CA 92805
ASSIGNOR:
ASSIGNEE:
Issam B. Nasrallah and Nazih Simaan
GMA PERO, INC.
George Abdallah
1785 N. Bellflower Blvd.
Long Beach, CA 90815
Upon written notice to each Party, served by the means provided for in the Agreement, any Party may change the address specified above.
9. AUTHORITY
ASSIGNEE and ASSIGNEE' s signators represent that the signators hold the positions set forth below their signatures and that the signators are authorized to execute this Assignment and Assumption Agreement on behalf of ASSIGNEE and to bind ASSIGNEE hereto.
ASSIGNOR and ASSIGNOR' s signators represent that the signators hold the positions set forth below their signatures and that the signators are authorized to execute this Assignment and Assumption Agreement on behalf of ASSIGNOR and to bind ASSIGNOR hereto.
10. INTEGRATION
This Assignment and Assumption Agreement and the Exhibits hereto contain the entire agreement of the Parties with respect to the matters covered hereby, and no agreement, 4 statement or promise made by any of the Parties which is not contained herein, shall be valid or binding. No prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose.
11. EFFECTIVE DATE
This Agreement shall be effective July 20, 2023 (" Effective Date").
ALL SIGNATURES APPEAR ON THE FOLLOWING PAGE]
5 T eresa Bass, City Clerk
"AUTHORITY"
DATE OF EXECUTION: ANAHEIM HOUSING AUTHORITY,
a public body, co ate anl politic
By: kt- (Lc
-S Grace R utive Director ,Ex
DATE OF EXECUTION:
6/201-S
z
' Anaheim Housing Authority
IN WITNESS WHEREOF, the Parties hereto have caused this Assignment and Assumption Agreement to be executed on the dates hereinafter respectively set forth.
DATE OF EXECUTION: ISSAM B. NASRALLAH
/5—'1-t3
DATE OF EXECUTION:
A5
By: (03 4- NiktivAtti a/ \
NAZIH SINIA.AN
By: —5)-M464
"ASSIGNOR"
GMA PERO, INC.
By:
GEO DALLAH
"ASSIGNEE"
DATE OF EXECUTION:
11(0-6V
APPRO
ROBE
TO FORM:
, CITY ATTORNEY
4.1&411
Ry 4 is ge
C. Attorney
By:
149382
6 Exhibit A
AGREEMENT
[ATTACHED BEHIND THIS PAGE]
7 EXHIBIT A
GROUND LEASE.
THIS GROUND LEASE AGREEMENT (" Ground tease), is made and entered into at of DECEMBER ';‘ „ 2014- by and between ' EVEYWREEN CAPITAL ASSETS; LLC Lan410.14"), and ISSAMR. 14ASRALLAff, whose address for the purposes hereof is 19703 Alida: Avenue„. Cerritos, daiiibrnia 90703, and NAZI: a SIMAAN, jointly and severally ( together, Tenant") with reference to the following:.
1. Land.
lit consideration of the rents, covenants and agreements : hereinafter reserved and contained on the part of the Tenatit In be paid, observed and performed., Landlord leases to Tenant, and Tenant rents from. Landlord, a eertain single parcel of land located at 100 South Beach Boulevard, Anaheim, California 92801 containing a total of tiPProkhnately 30, 625 square feet of land ( Lend"), which Land i described In Exhibit A attached herewith.
2. Dats.
Tenant . and.. all. those : holding under Tenant . ahall use the leased Land and. all improvements constructed and. maintained thereon . for and only for the permitted purpose of conducting the business' of a gaS stittiou, Lend shall be used and occupied only for the purpose of the development, . operation, - use, repair and maintenance Of Said gas . station.. Any variation from this use, Including any. Widens to. setviees & amid, ' Must: be approved by Landlord in writing. Tenant or any of its assigns, guests, invitees or agents shall not sell or provide any unlawful iteras or services on Land. Tenant adolowledget that any . ahange. Or deviafibii front permitted DSO shall constitute, a Material defank heive. f, which will entitle Landlord to any and all tigilfa. and ternedieg provided in this Ground Lease, * at laytOr in equity.
Tenant. Shall, at its sole vast and ceteense, Comply ' with all numletal, abitO and federal regulattons and codes related to the Operation of its lawfid* business.- Tenant shall not sell, display or solicit- in areas not included in Land, except as expressly pemtitted in writing by Landlord.. . Any and all modification to existing . signage displayed on Land shall require prior. written consent of Landlord as provided fot. in the GroUnd Laase.
3., . 1cE01.
The term of this Ground Lease shall be for a period of PIVE ( 5) years having commenced on JANUARY I; 2015 and expirbig on DECEM3113R. 31, 2019 (' Term") . In the event that Tenant is in default Of any material provision of this Ground Least, Landlord may elect to terMinate the Grotmd Lease by providing a notice to terminate. during the Term in the event that - Landlord is default of any material provision. of Ground Lease, Tenant. may elect to terminate. Ground Lease 63' Providing notice to tenninate during the Term,
4. Rent.
GUARANTEED MIND: fag MONTHLY RENT. Beginning on JANUARY 1, 2015, Tenant shall pay to Landlord a. minimum monthly rental for the Land (" Rent Payment") in the amount. of TEN THOUSAND FIVE. HUNDRED DOLLARS AND NONE ( S10; 500. 00) each month of the first Ground Lease year ending on DECEMBER 31, 2015. Beginning on. JANUARY 1, 2016 and on JAMTARY In. of each consecutive year . of the remaining term of - the Ground titian.% minus ' f psiLANDLORD INITIALS
Lease, Rent Payment shall bell/ creased annually as indicated in the Rental Payment Schedule outlined in this section.
Rent: Payment shaltbe paid itfaitfalice on tbe.. finf. tig. of eacWerilendar month.. All gent Paynients to. be Paid : by .. Tenant to Landlord shall be in lav. iful. Money of the United. States of America . and shall be. paid vvitItout dednetion or offset,: prior to notice or demand atthe address designated in ( round . Lease. or notified by Landlord; . Any gent Payinehts not paid. within Ave 5) days ° fits due date Shall be subject to a tesipercenta0%) late charge.
Rent Payment' Sehedule:
JANUARY . 1, 2015 .-- = EWER 31, 1, 01S $ 10, 500: 06
JANUAgrt„ 2016 — DECEMBER ' 31, 2016. S. 10, 815. 90
JANUARY 14017 —. 1)= M013101; 2347 ' S1. t49A5.
JANUARY- 1, 201g.- DECEMBER: 31m2418 . S11, 473. 63.
JANUARY 1,. 2019 —.. 1) ACEMBER 342019. ; 11, 817. 84
Any rent concessions or lesser Rent kaYrnent.. inneants accepted by Landlord , shall not he construed te reiease Tenant from any Obligations: 6 ftdi per this Ground k, caite.
S. CirciUnd Lease.
Landlord and. Ternmt understand and agree that this Ground, Lease is what is commonly' known in the' busMess. as a Ground Lease.. Tenant reeogail. 0 and acknowledges without limiting the generality of any other terms or provisions of this Ground Lease, that it is the intent of the Parties hereto that any and all rentals in this Ground Lease provided to be paid by Tenant to Landlord and any .. and all expenses incurred In connection With any improvements and operatjens and maintenance thereon shall be the solet* onalbility of Tenant.
6.. Personal Property Taxes:
During the Tett% her. e0f ' Tenant shall pay ' Motto. delincpiency all . t4cs. assessed against and levied upon Mauro, furnishings,. equiPinaut. and an otherpersonal. property of Tenant and.. preyious tOontsto. ntainedinthe Land:,
Administrative and Transfer Pees.
Tenant agrees to rehubMse Landlord for ' Landlords reasonable attorney and adininistrative fees incurred in conjunction' with t4e.. procesSing Of and documentation for this Ground Leese. The ljnYmeg macle.. to Landlord pursuant to thiaGround. Lease is Landlord' s best estimate at the time of. its preparation as to the . anionnt Of the fees, and Tenant agrees to pay.
Landlord. a mini= Amount of TWO THOUSAND DOLLARS. AND NONE ($ 2, 000. 00) to reimburse Landlord for any attorneys' fees end adininistrativo expenses tor the review., processing or preparation Of this Ground Lease. Landlordmay,: at its sole discretion, waive . said fees..
8. INTS1‘ 1170/ 4A14., Y ° Krim,
9. Altelatinnte. Fixtuks and Inwinverneinta.
LANDLORD INITIALS TENANTIIICTIALS fc-IJ )
Page s
Tenant . qhnll Make eny :: and 011 hnprovements, on ' And as agreed upon with . Landlord Tenant hirprovements1, and any. suchimprovementa and alterations shall be irroonfo. rmanee with the requirements ofiltmunicipal, state and federal: authoritieSand performed at Tenants sole cost and expense.
All work ' by Tenant, inchtding repair work. be. performed in a fast- class workmanlike manner and , shall. be in. a gOo4 and. u. Sable condition at, completion. Tenant shall requite any person performing work to guarantee that thevOrk IS free ftom any and all defects in workmanship and materiala fOr at 1040100. year from the date of completion..
Arty ratd all aiteretiOns,. tenant ' improvement& or construction shall begin only upert receipt of written consent and ttuthorizatiOrt from the Landlord. Tenant . shall begin any approved alteration Or conairaction work upon receipt of Written C.OtiSentand authorization frorn Landlord.
Landlord' s approval. Of Tenant' s altertitions shall, however,. create no or liability on the part of Landlorifor their completeneas, design or ftmetionallty: , Any delays in. cOmpleting Tenant- hiprovemts, construction or alterraim seen or unseen, do net excuse Tenant from Tenants obligation . to Pay the. fall' Rett Payment amount by theRent Commeneement Date,
i. 0. 7MitOtelia_ ndp rind, Reteatt.
Tenant * shall; , subject to Landlord' s . 0110144ns hereinafter. preVidod, at all limes during the Terra, and at Tenant' s solo cost . and ' expense„ keep and. Maintain the . Land in good and sanitary order and condition ford*: aa lieroinafter - provide0 Including withoutliinitatiOn, the Maintenance and repair of any part. Of Land, Tenant shall. altioat its sole cost and expense be:
responsible tor Any Aterati910 or improvements to the Land . necessitated as a result 0 the:
requirement of any municipalf state: or federal authority for portion Of the Land maintained by Tenant tinder the provisions of. this• Citorind Lease.: Tenant shalli at itl. abie cost sild eiPense, make any alterations or repairs necessarV to remove . any and all contamination or hazardous atitigtanpas reasonably thought to be related to the operation of its business' on Land.. Tenant. hereby- waives alright to make repairs at the expense of Landlord,. and Tenant hereby waives all rik, 40 provided for by Section 1941 Oftlie CiviL Code of the State California. By entering into the Land Tenant shall be deemed to have accepted the Land, aabeing in good . tintiltinittary Order, condition and repair and Tenant agrees DA the last day & said TOM or Sooner termination: of this Ground Lease AO * amender the: Laiitf,, in the same or better condition as when received, reasonable use and wear thereof and dimeby fire, act of Grid or by the elements excepted.
Tenant shall Maintain the . Landin clean and sanitary. conditions in keeping with alt governmental codes imastaidards.
11„ .. Compliance
Tenant : shall:, at sole cost and expense; comply with all of the . requirements : of all. municipal, state and federal: atithoritieS now in . force Or Natick may hereafter be in. force PeltajOhig tO the W. of , s4a, liant4 and , shall faithfully Obsive n. said use all municipal ordinances and state and federal Staloatei oWin force or which Shall hereirtafterbe in force. The judgment of any court of. eompeten urisdietion, br tira' admisSiOn of Tenant in any aetion or. proceeding against Teriairt, * ht4liiii.: Landror4 be a patty: thertia or npt, ihuttelight I: gas violated LANDLORD: INITIALS e) peen . 11,314ANT' S MULES elt. Nj any such order orstatute in said' Use, shall beconclusiVeof that fact aS betweenthe Landlord and Tenant.
Tenant shall noteommit. or Sutter: tOl coMmitted, any waIrte : upon. the Lethal. or any 10al1eeOr other at or thing which. nnty disturb the i1et.. eAiopne. nt: nf any other Tenant in the Wilding in which the Land may behiegt4
12. Insura. •
Tenant shall Maintain fire : and ej. it* ed coverage insuiznce tlbrough, the Term • Of ' this Ground Lease in en amount equal to at least one hunted ( iQO) * percent Of the replacement value of boding . wlaich. includes the Land together with such other. insurancess may be required by Landiortrs lender or by any itoliemmentat. agency. Tenant . heieby waives any right of recovery from Landlord, its offices ' find employees : for any Ioia Or deo** ( including consequential loss) reSultitig.. 110. 01 Otii•. Of the petits Insured against In the standard form fife; insurance policy with extended coverageondosement,
13. „ indemnification of Lanalord i1fiIñnaiee by Tejsnt' TenaM . 4 a material' part of the . consideration - to be rendeied' tn landlord under this Ground Lease; hereby waive* all clairnsiigainst Landlord for any and all damages related to the.
Use of Land, from Any cause arising at any * qv.; and T. e4ant. Va. hold Landlord exempt and harmless from any damage r 4timi to any Pawl; erg= . goods, wares i and Merchandise Of any, person, arising from the. tise of the Land by Tenant or from the failure . of Tenant to keep the.
Land in good condition and repair, asheran provided. Ptititit the.. entlieTemi of this Ground Lease,. Tenant ' 41814. 4 the Tehalifi 0.1.0 cost and expense; but for the mutual benefit of Landlord and Tenant, maintain . genital pubh 1iiblliWuiirance age.* els! Trt. s for personal Injury, death or property damage ** ring in, upon or about the Land and. on Sidewtdks directly adjacent. to the Land.. The limitation of. liability ' of such insasnce shalr be Or less than One lvfillion Dollars in respect to injury or deatirof one person and S3 the Unlit of not less than FiVe. Hundred Thousand• Dollars in respect to property, daMage. AllSUchi3olleicsof insurance shall be issued in. the : untie of ' Tenant and . Landlord and for the otrulni and. Joint henefit and protection of the. parties, and such Packs of inSUpanee Pr. eoPlea thereof shall. be deli' Veied: tothe Landlord..
14. Free From . I.4ens..
Tenant shall keep the Land and the property hi which theLand are situated free from any liens: arising Out of any Work petfopned, matet. 10. 1 famislierl, or obligation. incurred by Tgnanz.
Abaqd9nrattnt
Tenantshall not vacate on abandon the load atanytime during the Term of this Ground Lease; and if Tenant shall abandon, vacate or surrender the Lund or be dispossessed by process of law, or otherwise, any pertonal property belonging to Tenant. And left. on the Land shall be deemed to he abandoned, at to optiOn: onandlecd, - except such proper tY as May be ipOrtgaged to . Landlord. Abandonment is defined- 0 Lend to be. Taused, fbr business for- s.even continuous days Without notification: end• approval from Larallorkwhiek shall not be intrea# Onahlryithheld.
16. Signs and Auction.
ET- tvLANDLORD maws( c)
Tenant. shall not place or perniit tO be. placed any sign on the: Land without Landlord' s prier written consent, which shall .not be imitasonaKy
Tenant shall, at.. its ' own • eXpense, ec andi . maintain, upOn the Land all slgns. , an. advert1ign8material ott: t0tOre and appropriate in the Putlduot Of Tenant' s business, subject to Landlorda right to, remove any. Signs Or advertising material that violate teems of this ground Lease4
17. Utilities.
Tenant Shall : 06y. boffin delinquenOy all Charges. for * Ofir, gas, heat, electricity; : power; telephone service and all otherseMees, of utilities used ihinpon,. or about the Land by Tenant or any of its: Subtenants,. licenseesi: or coneessionaires during the Term of thiS Ground Leas
18. Entry and Insnection.
Tenant ' shall . permit . Landlord and . his agents to enter: into and upon the Land at all reasonable times for the Intrpege Of inspecting the same or for the purpose of maintaining the building in which said : Land are situated, or for the. purpose of making repairs, alterations or additions to any other portion of said building, including : the erection and. maintenance.. of such scaffolding, Canopy, : fences and Or* is may be required; or for the purpote of posting notices of non- liability for alteration, additions or repairs, Or foilltuffOrPOSe- of placing upon the property in which the Land. are 104400.: SIIY * Pa or ordirugzi signs: Landlord shall beim: flitted 040 KAY of the above ' Without any rebate Of rent ..tiOd Without and liability to Tenant for any Iota of occupation or quiet enjoyment of the Land thereby ' Ikea: sifted. Tenant Shall . pemTit Landlord, at any time : within thirty ( 30).: . daYd. 040. te the ' ejsgratikm of this Ground tease; to place ivOti said. Land. any: * al Or Orormary .'" FOr . Lease" . Signs and daring such - thirty ( 30 . day .. perind Landlord or his agents may, during ecitafg . 1)11.iiPlesS hOWs,. enter UPon said Land and exhibit sal.ue to 121.0** five: Tenant,
19. Surrender of , Ground .. kease.
The vorantaty of : Other Anton* of this. • eiroand tease. by Tenant, Or . a Mutual tantellation thereof, shalt not work a merger„ and Shall, at the option of Landlord, terminate all or any- existing Snbleases. or tithtenandes„ or may, at the option of Landlord, - operate as . an uesignment to him or any or all: Of .suCh abbleases or subtenancies.
20. Damage : and DeStroctiorOf Land. .
respect to any. partial destruction of Latil„ Tenant * yes Any . statutory right it may have ta canc. al, this Ground tease al. arestilt Of sUchdestnxtion,
21. : Assignments and Snblettigz• •
Tenant shall net assign this Gt9nrid• Lease, tit any interest therein, and shallnot, sublet the Land or an part thereot or any right privilege appurtenant thereto, Or permit any other person. the agents and servants ' of Tenant excepted) occupy or use the Land, or any portion thereof,. without first obtaining the: mitt: 4 0014e4t. onandlord; which consent shall not be unreasonably withheld. Consent by Landlord % to one- assigniterit... aubletting, occtrpat4on . or use by another. person shall not be deemed to be consent: to any subsequent astdgnYiunit, ttiblatting, occupation or use by another person. : Consent to an assignment shalt not release the original Tenant from.
LANDLORD mrrias tIttaikfluS IMMO. c H APè $, 0Pages
liability for the contirined performance of tire terms anti pmviderkt oilpthe part of Tenant to: be lc* And performed. Any assignment ersttbletting withOut the priormtitten consent of LandlOrtl shill be void, and shall, at the option,: oftandlord winker* this GrOnnd Leg* Neither this Ground tease or any intereat theft* 1l011 be aSsiguable,, as to the interest of Tenant, by Operatioitorlawi without. theprior mitten corisent: of. LandlOrd, Tenant Agrees to pay Landlord altilnirtnnt antount. of TWO. THOUSAND DOLLARS AND NONE ($ 2000) to. reimburse Landlord for any attorneys'. fees .* Admirlian: ativ. c. expenses for the review!. processing or . preparation : of any document in ' connection . with g % mem assignment Or sale, whether. ox not Landlord' s 04040 * transfer WreqUireci or obtained..
22. Dcigult.
If Tenant fail to make any . payment required by the, priiitiaiona Olga GrQuAd. Lease, when due, or ' fails Within thirty ( 30) days After written notice thereof to Correct any breach or. default of the other covenants, terms : er Conditi9IP 01114 cicolind Lease, orif Tenant breach this Ground Lee . and * tag); the property before the end of* Temii. Landlord shall ' have . the right , at : any lime. thereafter to ' elect to. tenniriate said' ( hound Lease ' and Tenant' s Tight to possession thereunder.
Upon such termination, tandionishallhive therightIO; i4Peyeragainst Tenant:
A- 7 The. YiOrth at. the One amrct the =Parent haft been earned at the time of termination;
B: The worth at the time of award ofthearrienntbywhiCh. the * Aid rent which. wouldhave been earned Ma tettnination until the time of award exceeds the : amount ef such rental loss that the : Tenant prove could have been reasonably aVaider4 C. The * forth . git the tisne. Of Award of .the amount- by which the Unpaid rent for the balance of the term after the time. of award expeedethe Amount of rtuch rental loss that the Tenant prove could be r' eAsenably avoided;
D. The. expenses ' associated vOitif cleanup. itf' anY gintaroluatiori or hazardous substances ree4antAgY exPeeted to be related to the Operation of its business on 44; and Any other • amount neq4/ arY. to 0003Ponsate the Taindlord for Ali the detriment. proximately calgod by Tenant' a failing to perform its obligations under the Ground Lease. or which in the Ordinary course of things would be likely to result there. ** tan. The Worth at the time of award" of the anummtsreferred. tbin . stthplinigraphs A and Et above shall be computed by allowing Interest at ten . 0: 01 percent per annurn.. The Werth at the time of award of the amount referred to in . itilwatagraPh C shall be computed by discounting such, aniount at theAisceunt . rete of the! Federal ' Reserve Bank of San..
Francisco at the timeof awerdplirs one ,( 1), pereent.
Such efforts as Landlord may rneketo Mltighte the damages cansed byTenant' s breach of this Ground Lotto shall not constitute a waiver of Landlord' s tight to recover damages against Tenant. hereunder; if warranted, nor AAA anything herein contained afact Landlord' s right to indemni: ficatign against Tenant for any liability arising prior to the termination Of this . Ground Lease for personal ini tides or proPertY damage, asset forthin this Grearnd Lease. 9%) t 445Pate 6
Notwithstanding any of the. foregoing, The breach of this Liround Lease by Tenant, . or an . abandonment of the: Land by . Tenant, shall not Congittitenlerininstion of this- Ground Lease, Or of Tenant' s right of poSsessitin hereunder,. unless and until Lmittlord elects to do so, and untIl.
Such time Landlord shall have the riga to , enrOree all ' of its 424 and remedies under this Ground tease, including the right to recover ten; and all other Payments to made by Tenant hereunder, as it becomes tlue;, proVided, however, that until such time as Landlord eleets to terminate this Ground Lease, and -Tenant' s tight of possesaiOn hereunder. Tenant shall have the right to sublet the Land or to assignits: interests itr. this eltiti4 Leak, or both; subject only to the written consentof Landlorrkwhich tOnsentAiall not be unreaionably withheld.. 4e-sePttritY for the* Performance- by Tentatt ° fail of. its ditties and * obligations berettnder, Tenant dO hereby assign to Landlord the light, power and authority, during The continuance of this. Ground Lease,: to c011ectihe tents; Issues and profit Of thaLank. reserving unto Tenant the right; pier to any: 1; 044' 0 defitult by hereunder, to collect and retain said rents,, issues and pints as they become due andovaiile. Upon : any such breech Or. def* t Landlord shall have the right at any tinte thereafter, without. notice except as ProVided for above, either in .p) rsorf, by agent., orby a receiver to be appointed by a court, enter: and takepossession of * said Land and collect such rents, issues and profits, Including those pat dire and unpaid, and apply the. attme, less costs and - expenses of operation and. collection, including reasonable attorney* fees, Upon . any indebtedness secured hereby, and in such order as LandlOrd May determine, The parties hereto agree that sits. Of maintenance or preservation . or efforts to. reGround Lease the Lind, or the appointmentreceiveritpoirfrinnititiye of the landlord to. prefect its interests - under • this ProUnd . Lease : shall. not constitute a. termination of Tenant' s iight of 0** ml for the purposes . of thitvaragraph unless accompanied , by a written notice: from Lelia: 01. o Teagnt. ef LOnillottriereCtion tele terminate,
23. Insolvency of Tenant.:
Tenant agrees that intheeventail Or substantialbialf. OlitS assets be placed in the hands of a receiver or tins*, and in the event such receivership: tn- ftusteethip cOntintiefer a Period of ten ( 10) days, or should Tenant Make an assignment for the benefit Otereditors, or be adjudicated a ' bankrupt, or should, Tenant instibati any proceedings under . tUty! state or federal bankruptcy act wherein Tenant seek to be adjudicated a bankrupt; or seek ti of its debts, or shotdd any Voluntary proceeding be filed against Such ietox Under Such bankruptcy laws and Tenant consents thereto or: acciuiesees fiterein by ' pleading or ,.detialti then this Ground . Lease or any intelest in and to the Land ' stud not become an ' asset in any 0SuCh. proceedings. and; in any of Such : events and in addition to any and all iights or remedies - of Landlord hereunder or as Provided by hay, it ihall. belawfu1 for landierd.. at his opticin to declare Term hereof end and to re- enter. the prernis' e and lake possession . thateef and remove all persons therafrom and Tenant shall have nolurther claim therein or: Iv: TOM*:
24. ' Sale of Land by Landford..
In the event of sale oftbitand by Landlord, be and is hereby entirely freed nnd relieved of all liability ' Oder 14 844 all of its covenants and obligations contained. in or derived from this Grotind. Leasearising• out of any* ti .ocOUrtenote or ( Mission occurring. elter the tecnsinninntieb of ieli Ode; end the purehase, at Mat ale. or . aOf subsequent gale Of the' LANDLORDINITIALS . page l' EllAtitS. 0117TALS 614
La. nd shill. be deem eck white% anY further agreement between the parties or their successors in interest or between the parties and any alteli. p, urehast to latver' assumed 104 agogtaL carry out. any and all of thetovenanta and obligations of the 10. 41.0td. nedta• thi GreinvItease-
25. INTENTIONALLY ONIITI,.. D.;
26. AttemeetFees.
If Landlord is involuntarily made Tarty AtOndant In; , any litigatIon coneernieg. this Ground Lease or the Land bYreatcai o any ect or Drnission. of Tenant, then Tenant Shall hold liquilota• 14thami ftom all liabilities by tbatOtthereot includIng reasonable attortei' s' fees and an costs inc by 4n41ordin 614 gation,
If Landlord or Tenantshiill Caldikai# 04y. Mgt pitteePli* against the = emit!' respect to any of the terms and conditions . ofthis. Ground Lease,. the non- palling PAM therein shall pay to the Otter 011 reasonable expenses of said litigatien, including a reasonable attoreers fee as may be fixed . by the eourthaving- jurisdiction over thematteri The: parties hereto agree that the ' State of California is the pmpier. jurisdiction for litigation of air matt*, relation to this Ground Lease.
27; . Security Deposit.
Contemporaneous, With the signing of this around. : Leese, Tenant will, deposit with.
Landlord the amount of THO THOUSAND ' fIVE. HUNDRED ' DOLLARS AND NONE 10, 500), Which shall be held by Landlord as the aecifiritY tlepOSit.:( leentity Deposit") fOr this Ground Lease.
Security PePOSIt shall secure the faithfulserformenee bYthelenant of all of the terms, CoVenants, . and conditions of this Grenrul ' Lease- by: the Tenant to be kept and performed 404 the Term hereof : Tenant agrees that if the Mutant shall ' fail to the rent hereiti reserved ptOmptly, when due, the total Sectrity DepOitit 741eY, at the op' tion of the Landlord ( but Latidlerd, shall not be required to) .be applie. d any rent due and: ntipaid,: find lithe Tenant vidlateany of. the other terms, covenants, and PenPiOna , ef this Ground, Leese; . Security Deposit shall be applied to ' any dernages. suffered bylandlord as4 result of Tenant' s default to the extentof the amount of the damagessufferedi Nothing contained in this Artielell shalbri an way diminish or be eenstrued.. as- waiving any of the. Landlord' s other remedies as provided in this -.Ground Lease, or by. la* ot ' ettuity. SWUM the. entire SectiritY DepeOt.. cir a.ny poition thereof% be appropriated and applied by Landlord 4-0: the PaitiCetof overdue rent or other sums. due . and payable to Landlord by Tenant hereupder, then Tenant abettor' the written demand of Landlord, forthwith remit. to Landlord a• sufficieet amount Inca* to restore said ' Security Deposit to: its original amount, and Tenant' s % thilure Ito do so Within fifteen ( 15) days after receipt a sucb demand,. shall constitute a breach of this GrotMit Lease. Should tenant comply with all of the, terms?. COvenarits, and conditions: oftl2is Ground Lease and.. prOMPtly Pay the entire rental herein provided for as it falls dtle, and all Other sums payable by : Tenant to Landlprditeretnider,, said Security Deposit or any remaining. balance thereof. shall be returned in full to' Tenant at the ' end of the Term. of this. Ground Lease, or: upon: the. earlier terninetioti Of this. GtOurld Lease pursuant . to the : provisions of the , Ground Lease, 010.41 in the 0.01 the •. Land are sold as a result Of the exercise of any power: or Stile . under any mortgage Or deed of tridt., vithi. ch PIM this Ground TENANTSDOTIAtS e J . 11414.• 1ifages • • -
LANDLORD pima (
Lease shall be autontaticallyamended to delete any reference to this Article 27, and ' Tenant than be entitled to immediate reimbursement of its Security Deposit from the party then holding said Deposit
28, Ylolding Over.
Any holding over after the expiration of the Term of this Ground Least, with the consent of Landlord, shall be construed to be a tenaney from month to month, cancelable upon thirty ( p) days written notice,, and at a rental and upon terms and Conditions tobedetermined by Landlord, as provided herein.
Tenant has no right . to retain : possession. of. the Land or any part . thereof beyond the expiration or termination of this Ground Lease. In the event that Tenant holds over, then the Rent Payment shall be increased to a rairrirminr-•. Of 150%. of . the ' Rent Payment. applicable immediately preceding the expiration or ternination. Of the errot* . Lease. Landlord may continue to . increase the monthly Rent payment at its discretion during : the Term. of Tenant' s occupancy following termination of. the . Ground Leaser Nothing contained herein shall be construed as consentby Landlord to anyholding over by Tenant
24. Notices.
Wherever in this Oround Lease it Shall be required of permitted that - notice and demand be given or Served bY, eitherparty to thisbround: Lease to or , =the other, such ne.diee- or demMld shall be given or served and shall ncit. he deemed to have been duly given or served unless in writing and. forwarded by" certifiedinall or Federal EXrneas. 30, Thiccessors in Interest,
The covenants herein contained Shall, subject to the. provisions as to assignMent, apply to and* bind the.. heirs,.. succestorS,;_ executors, achnirdstratois and assigns of all -the . partleshereto; and all of the parties hereto shall be: loftily and severally liable herettrider..
FarceLMOcurq•
Tor purposes of this. Ground Lease,. an event of " Force Majeure" shall be deemed to have occurred if as a result. of the oceurrenee' ofanyg the. folloWing events Landlord shall be delayed.. prevented or stopped in cOnneerion . with . the performance , 01, fWfillirient by Landlord. Of any obligation of Landlord.: set. fOrth. in this Ground Lease: '( a) any strike. or .labor dispute; ( b) any inability to Obtain labor, ' materials, equipment or reasonable' substitutes thertfOr; ( c) any act of God, fire or casualty, or natural ffitister; .( d) . any ' governmental restrictions or regulations or controls, ( e) . the: fnabillty to, Obtain any governmental' permits licenses or approvals;.. ( f) the issuance . of any ' judicial order or directive; .( g) any event of Civil Commotion, terrorism or enemy or hostilegnyernment action; or ( h) any other . cause beyond the etintrol of Landlord. , Nntwithstanding anythhirto the contrary Set Twill elsewhere in this Ground Least; the Orltirrinc. 6 of an event of Pbree Majeure shall exthige the perforinance Or fulfillment by Landlord .. of the obligation of . Landlord set forth in this Ground Lease affected thereby for that period of tune equal to ..the duration of such delay, . preVentien or etoppage. However, nothing in this Article . 3 I contained shall intense Tenant from the prompt payment Of a41 rental or Other. chargerecgred of Tenant hereundefirp fel and inelnairt the' date of the event of Pare, e tvlajeure.
At the sole disdretibii of Landlord, Tenantmay . be * excused ! telt Rental Payment obligations . .
LANDLORD. INITIALS 0."-A Page 6 • TENANT' iminAtS ( If N. S. 1 during that, period. Of time falloWing. the- date ofthe event of illOre Majeure unfit the date, as determined bY Landlord,: that Lendlord delfrersIandfO. Tenant forint list
32. ' PartialInvaliditv.
If , anY tent covenant condition. celfarafolA Of tbie Ground Lease is held by a court Of competent. jurisdiction to behiltallitilvold. or unenforceable thereirtairider of the provisions. hereof shall . remain m Mi force.. and. effect and shall in no way' be affected, nopaired or invalidated' thereof
33. Time.
Time is of the essence of this groundLease.
34. Subordination,. Attornment
This ' Ground Lea0; at Landlaat * ion, shall be subordinate to the Ilene any fir*. deed of trust Or first mortgage subsequentlY14acet1 490 the real property of which the and are a part, and to any and ; 4, 404; 1041124dt on. the security. ftterof; andtoitil renewals, modifications, consolidations, replacements end extensions thereof; providekhoweVer, that as to the lien of tuty such deed of trust or mortgage . Tenant' s right to quiet. pbateasion of the * Mite shall net be disturbed if Tenant' s net in default and so long. as Tenant shall pay. the. renkaecl observe and perform all Of the provisions of this Ground LeaS. ei unless this Ground Lease is otherwise terminated purstiant to its terms, if any mortgage, trustee Or ground Landlord Shall elect to have this Ground tease prior tor the lien of its mortgage, deed of trust, or ground Ground Lease and shall give written notice thereof to Tenant, this Ground lease shall be deemed prior to such mortgage, deed of trust, : or tribund ground Lease, Whether Ihrs* - GroUnd Lease is detect prior or. subsequent to the date of said mortgage, , deed .' of tn.* or sround. Ground Lease or the date of recordingthereef
In the event any- prozedings are brought forforectotture bite event of the exercite of the power of sale Under any tom* or deed of trust made b the Landlord covering the Land, Tenant Shall atom to the purchaser 4on - any such foreclosure or sale and recognize such Purehaseras the. landlordunder This ground lope.
Tenant shall provide within ten ( 10) days after request therefore by Landlord, of in the event that upon any sale, assignment, or hypotheeadeit of the premise or the land thereUnder by Landlord, an estoppel certificate ( in recordable form) addressed to any such PiPOPeci mortgagee or purchaser Or the Landlord certifying t1ie. requested ingennationo including among Other things the dates ofcornmenceinent . and ** nation of this eround Leese, the amounts of security deposits, and that this ' ground tease is in full force and effect Of such be the oast) and that there ere no differences, offsets or defaults of Landlord, or iitit4igttra. differences, Offiets or defaults, as actually exist. Tenant ' shall be liable for any loss or liability resulting . froin any incorrect infonnation certified, and . such mortgagee and ; purchaser shall have the right to rely on such . estoppel certificate aria finanCialStateMent.
35., . Rental Tax.
Tenant sbelLpay to Landlord trartmd tit oteise.,, triAfiteie. and other taxea, other than net income and estate Wet. levled or asseised branriedeta4 Sete upon the rent
LANDLORD INITIALS )
Pagele.
TENANTTIMTIALS ( 1 ) ( Air • )
received. by Landlord hereunder', and Tenant. shall. bear any businc.. ks tax imposed upon Landlord by and governmental authority , Which . is based or Intastritxl in whole or in part by amounts charged• or received by Landlordfrom. Tenant underthisOroundlease; 36: GOndeinnition,
In the event of a conden, natioi ora transfer in lieu thereetweity MI percent or more of the Land is. taken, or in the event as aresOlt of . such taking or transfer in lieu thereof Landlord unable to provide the parking as pmvided for in the Ground Lease, Landlord or : Tenant may, upon written notice given • Within.. WAY'. ( 3P) days:. after such faking or transfer in WI thereof, tenpin* tAit rirmuld. Lease. Tenantshall not be entitledto share in any portion ofthe award and Tenant hereby expressly waives any . right . or claim to any ' part thereof. Tenant shalt however, have the right to claim and recover, only : front the condemning authority ( but not Om Landlord) for Tenant' s business Naluetgo. odwill,: improVeMenta and any amounts necessary to reimburse Tenant for the cost of removing. stOck. and fixtures.
31. : No Oral Agreements.
This Ground Lease covers in full :. each arid . everj agreement of: every' lemd or nature:
whatsoever between the parties hereto ecarceniing this Ground . Lease, . and all prebmi• negotiations and agreements OfVhatioeVe. r kind or nit= are merged ' herein, and Oral Agreements or . implied covenants. •
38. Tenant' s Statement..
Tenant shall at any time and from time to tune, Upon not less that throe days prior written notice . from Landlord1. execute, aoknOwledge and deliver to Landlord ... a statement in : writing ( a). certifying that thit Ground : Lease is unmodified and in full force and effect ( or, If modified, stating the nature of such Modifitlationand certifying Thai: his Ground. Lease as P. modified is in iWl foreAcand effect), and the date to Vlif Oh the rental and other pharges. are paid in advance, if any,. and ( b) acknowledging That iliere are not, to Tenant' s * knowledge; any unglued defaults on the part of the Landlord hereunder, or specifying stieli defaults if any areclainted, and ( C) setting forth the date Of COMMeneement. of all or portion of the real property of which The Land ' are a part,
39,, Authority of Tenant
If Tenant is a corporation, each individual exalting NS Ground Lease on behalf of said corporation represents and warrants- that hais' duly authorized to execute and deliver thiS Ground Lease on behalf of said corpcyrationt in accordance with the bylaws of said corporation, and that this Ground Lease iibinding upon said corporation.
40. Recordation: -
Neither Landlord nor Tenant shall record this Ground Lease, but a short form memoranduni hereof may be recorded it the request of Landkrd.
Tenant shall deposit or: (* Use to . be deposited all rubbish . and waste in• a common receptacle for use with other Tenant to be located on the: property,' of which the Land are a pirt.
All boxes whether wooden, cardboati. or paper, are to be knoCked down and be placed into the
LANDLORD INITIAL
Page i
mittrtnitrims typ4 i(*). 1
are no
trashbins. Any ioo * PA Mr919: batlecinit hagsand ProPerlY $ ealed before placing in common trash bins.
42. Fixtures and Alteration..
Any retOdeling, painting:: partttioning etc,, to be selely- the. expense . of the Tenant and ill& meet all the . oOdes. of the ' ANAHEIM, DEPT. OF BUILD1240 AND SAFETY and all essay pennitaand. licenseashall bratthe expentiefther Tenant: e
43. . Advertiserpent
Under PO circumstances shall. tOltarlfi. nstall - Or mach ' advertisement, ' sign,: antenna, Or eentofany type to the roof without the express . penniSsiOn end apprOval of the. Landlord, which shall not be tmreasonably withheld:
44. jnmation of Tenant,
Tenant, agrees to. notify tandloits agent at ell times of any changes in his . residence address azid phone. intinhgr.....
it& Limited Liabilities ef Landlord,
Landlord shall not he liable * any damage or injtny to the person, husi, nes•( o; any loss of income therefrom), gOodi . wares, metchnnc. iiio o Other : property . of Tenant, Tenant' s.. employees, inyitee,. Customers or any oilier person in or about the, Property, Landlord shall net . be liable for any such damage or injury eVen though the rause Of or the means of repairing Stich damage or injury are not accessible it• Temmt.
46, Fire Extinkuisher.
Tenant at his sole cost and .0.FP. Osee is to proVide,• maintain and service fire extinguisher located on the. Land at ell -times, number Bize. ancltYpeto. be. approved by the City of Los Angeles Fire Department,.
47. Maintenance and ' Condition.
Tenant , agrees at all tittles to Maintain the Luati. in a. 4eatt, wholesome and sanitary condition using every efficient and successful preventetive ntethod. to keep out rodents, roaches, files and other insects from the: L. tinci and f necessary to employ a pmfessional rodent and 1) 4 exterminator at the sole cost. of tbe Tenetit. •
48: • EVietiork,
Tenant heieby P: 9resSlY tOY and all riglds: ofredernption• granted by or under any Present or future. laws in the event tetiantis evicted from or dispossessed of the Land for any cansei or in the event 4o40174 obtains possession of ,the Land by reason tithe * Idiot by Tenant of any of the covenants and omtditions 4thia coorta Lease or otherwise, The rights given. to Landlord herein are In addition to. any rights that inay be given to Landlord by any staiute or otherwise.
49. jtighi to * ter..
Landlord and oritsuthorid representatives shall have therig, ht Venter the Land at ill reasonable times fokilie. ptivote of ShoWing limit Inca° nrespeetiverarehasers or lenders. matikirtittnA 'LANDLORD INITIAlS.
P42ge22
50. Benefitted Parties..
Except as otherwise provided herein, all of the provisions Of this* Ground Lease shall bind and insure to the' heriefit . of the pAttieS hereto, and their respective heirs; : legal repreSentatiyes,. succeSsers and EisSigps.
51. Event . of Bankruptcy.
In the event of hankruptcy or other debtor- creditor ** dings against Tenant, the Security Deposit Shall be deemed To..be aPp4e4 first to the payment of rent and other charges due.
1. 4016rd. forte earliest Periodirpriox to the Ming Of ORhjmottedings•
52. pad Check.
In the event that any of Tenant' s Checks to Landlord are retained unpaid by Tenant' s bank, Tenant shall be liable for the charge of $ 50. 00. to cover the administrative and out of pocket cost Of collection of said uncollected finuls.
53. Uses and Restriction.
Tenant is permitted to . use and operate the Land for the purpose stated in : the Ground Lease and for no. other pt4ose • without a written authorization of Landlord, Which Will not be inrea: sonably. withheld.
54. Rules and Regulations for deverning theLand.
Landlord reserves right to make, add, or : delete any regulations for. the Land for the purpose of improving services for: the- tenant and its customers without changing or voiding any parts of this Ground Lease. Tenant mid its employees are authorized for 0 parking spaces on the Land.
55. iera. Orts for Operatina. a tusiness.
Tenant, at its sole cost And. expense, shall secure and maintain any and all necessary Penults required by any and goiernniental agencies for the* oPtiation: Of its business. Tenant shall maintain the Land to Meet. all SpeCial requirements from any governmental agencies pertaining to Its bOsteSs... and all special requirements from an insurance carrier for operation of its burliness . for the purpose of insurance coverage or reduce- the insurance prenikat resulting from operation of its business at Tenant' s sole coat.. tenant' s failure to maintain the Land as required ! and provide . 4 .proof Of required maintenances shall be deemed A • violation of this Gratmd Lèá
56. ° Omit° EXtend Tenn of Grourid Lege:
tenant shall be granted: ONE ( 1) option (" Option*) to- extend the ' Tenn of the Ground- - Lea. se for an additional FIVE•( 5) Years after the expiration of the Term of the entimilLease. a. Tenant shill exercise the Option by delivering. a written notice to Landlord of such exercise no sooner than six months and: no later than three months prior to the expiration, date of the: Ground Lease;
b., Tenant Shall not be in any default of the drodrid Leaseat any tittle during the Term; should Tenant be in default of the Lease at any' rinie Chains the Tenn, Latidloxil shall LANDLORD INITIALS TENANTS- INITIALS ç&
have . the tight to decline any exectoise. of the Option, rendering the' Optical. ineffective and invalid; and
e. The initial rental Tates for the fast year of the qtltin Teri will be based on fair nalidcet• v4Slud.; as taloulatied tfariP Oexexcite or at coMmencement of the Option T. tedn at tile sole dfScre004, otiAndlottil . 49 animates: or escalations during the Option Terins shall be .41. FniPiMum of .3% annualtescalation. over the prior yeaes• Rent Payment aniount •
Indemni, ty;
Tenant. 001 indemnify . Landlerd and save it harmless ' from suite,. * actions' dantagea, costs. and expenses in connentiOn with : loss of Itfe, bodily or personal injury . or property damage ( I) arising from or out of any neeprenee ult, i0;! of about the Land or the . occupancy or use by II: wt. tke. t.00: 4; 4 ny Partiluntot or ( ii) occasioned ' wholly of in part by any actor omission of Tenant its agents,. ContractO, tikiloyees, servants, invitees, licensees or. conceSsinnaires. in, upon orabouttheland; and
Tenant shall store itsproperty bland shall obettPY the LOA and all other portions ofLand it its own risk, and Tenant Obi hereby release Landlord, to the fullet extent , pcmiitted by law, from all cjalms of ' dna resulting In 10.1MOf life, personal and bodily injury or property damage; arid
Landlord shall. not be responsible or liable focally defee4 latent. Of otherwise, in any part. of the Land, nor shall it be responaible Orrany injury, loss .or damage to any person or to any property of Tenant or other person stisto10, 0 on or ccigtc4 t Wing . beer. present on Land; and
In case Landlord: 44lb; Made uparty to anyEtigatiOn denim: reed bybr against Tenant, then Tenant shall proteeti• defend and hold l.Ouiiordliktralets therefrom with counsel seeded by Landlord and lthl1 imulteo. sts.• expenses. and reasonable attorney' s fees; and Tenant shall my mil costs,. tuvensett, And ; reesortable. i. attorilsWe fees.. ant my. he incurred or pold by Landlord In enforcing ' Meters:* ' Of litrited. buitidb# but pot limited to any and rillettirtet firsittgAt by any Orevlotts. tinants of the Land,. whieli' may ormav not be related to' Tenabri Orillindifease orLartd:. aca, " Tenant shall Indnfv Landltard and, save . it Intfinleas from iill. suite, actions* ilamazes. gabilitv, costs and, wits which utav I* brought Iv Itsw and all irevlotts tenants: spit
Tenant hereby. accepts the Land " as Vrjzi its e)dsting ciniditionc. Tenant shall be solely responsible for all claim& ludgmenta., damages. penalties. fines. expenses: liatitities or losses relating to. the presence.. release. or disposal of. hazardous substances that wete_ present., Whether unknown or known,, tn._ fts9iVeroandwater or soil manor on orundertbe Land. or agy adjacent or nearby property prelliting ot• thd driti tbre ° Wind jlease, including any.. costs of investigation of if: Mediation - orgneh toxic or* liazard•, substoneei tliat maN be requlied by any rage : 14:
tEilANT' S INITIALS
federal. state or local goVernment ainatcv (" Hazardous Silbstances1:. Landlord * all not be responsible for finy - claims. jialgrnenta. damages, rietialtiecfines, expenses, liabilitieffOr losses relatinz to the existence. release. : or disposal of: Hatautout StibstanceS on the Land Contamination Actions"), igteluding but not jirdited to those actionS related 10 Hazardous that: awes' OXistina, on Land lutairaffeettte Date... related in * instruction. on or operation of TenanetbUsiness bn the Laid and the . responaibility forthe sfurie tietions shall remain wholly with Teiia4 As a- necessary contfition blthis Groundless°. Tenant also agrees to obtain a separate full inderimification agreement executed by ITOCCONMOBIL OIL COVOIIATION" Exxon!') iviuch indemnifies Larkgerd for any and all elaims.; iudginents, darotioel„ penalties‘ filkaLoaenses. liabilities or losites Mating: 10 eltisting Contamination Actions and those. other Contruilination Actions related to or. ariaing from: said contittithiation or prpsence of Hazardous Substances on Land,: tvhither known or unknown at of t ffective Date of this Ground Lease Tenant! s indemnification of Landlord is sePatate imd wholly binding . exclusive, of Exx andlord.! and neither indenmification- ' shall be : dependent . urgin the other. However. Tenant shall have 4* fight jsk seek indemnity from EXXONMOBIL and/ or Circle IS. Stotea,. Inc.. for any painccontanaination. Landlord agreesTenantia a thirkparty beneficiarT to_ any indemnification ttiovided for in. Landlord' s previous lease and/ pr amendments thereto with EXXONMOBIL and/ or Citele
Yroni and after the Effective Date., of this, Groutiod Lease. and tothe extent permitted by javv. ' renfint. shall abatilutelv and unconditionally indenmifY. defend and hold Landlord harmless from. and against any and all debts, demands. obligationsjient, iudgments, ° Wind; losses. damages. cleanup costs and in? entts reasonable aftomeye fees) now or hereafter arising in conriedititi with the prepnce transportatica.. aterage4i' spotal_ or handlmgo j- lazardous Substances loeated in, ort Or about the Land; Tenant shill unconditionally indemnify, defead and liald_ Landlord : bgrmless from . mgr • and all Vontaniiriation Actions attain from or related: to any jiazatkous Sublitanteapresentpti the Land... whether knowtme unicncomtialt of the Effective Date of this GroundLease- or. virluch idgrateo Otto the Land * nit property other than Land through no act or titillation' of Tenant. This _ Indemilineattim• by Tenant Of Landlord shall „ survive the PCIArati011 . 11ate or any : tenninatiop‘ of this ( round Lease. The indemnification by EXXON- 140BM OIL: cORPORATION , Of kandlord Shall aho survive. the EaDiratien. . Date or airv terinhiation of . this GiOUnd Lease: Tenant = Mess' v . aclmowledaes that die Land told- : 40. improvements ate Wog leased in it; * Sint " as is" conditiondthat. LandlodhoWrraitiesastothe Laid, as provided: far herein.
Landlord - agree§ to indenini. fy. melt* Term/ 4 and Tenant' s . shareholder& officersi part - ds. empjoyees. sublessee& 914 . concessiepaitet hamiess_ from and figainat any and all claims.; teflon& damages 1laflfts. and, expenso arising from amrwillful or negligent act of L. andlard or Landlord' s employees. agents' or contractorseteepting,• hoWever. iii eseb case. any claims . aritina out of_ the nealleenee or illful misconduct of Tenant or Tenant' s employees. agents. 00ntraetors. sub ' lessees: or concestionaitet.
59. Contingencies. This Oxuund: Lease Is.. omatingent Upon the oceurretite of the following events:-
LANDLORD VitirtAa ( 6.0 TENiurrsiNrnitts _) is/ J,
Page is
a. Within 90 days Of ptiztOgoa of this aroma Lease,: Tenarit warrants That it- shall provide. full evidence to Landlord' s satigattion of indemnification . 7 .. Vided for by EXXOMOBIL. OIL CORPORATION; the IsTe.* Itirk CorportitiOn u..
Mobil Oil . CorporatiOn n keng wlff au onditions outlined. in Section 58 to the tatiSfa4164. of Land1o4. tor any. and 11 Ojatingi known and unknown environmental contamination çri Laixi directi: ti'. orindirectly caused by presence of its business, as well as for any and any kno ti. unknown . environmental contapiination that inay occur before the ExplretiOn Date of this Ground teisial, r be reasonably considered to be possibly related to the buSiness, This indemnineatiO4 shall survive the . Expiration Dater- tow itermhaation. of this Citkand easShouId said evidence not be presented to. 1# 1410d!s Plc' PA full ' sat, lafaveloniltahdlOrd man: at any time, deem this ' Ground.
Leasenull and void..
b., Tenant acknowledges and agregothat Land 0. 01# rehtly duly occupied by CircleK Stoma, Inc. ' Mir* ic."), which operates and, maintains,. a gag : station on Land. Tenant acknowledges and assets. that as .11. neCessary conditiott. of this Ground Lease, Tenant shall provide, to. Landlord all. Wilit( In' avidanze And . documentation of lawful transfer of any. and all ownership ° tend interests in Circle ICAO ' Tenant within 90 days of execution of tbis • ( hound Leese. Landlord adkitowIedgeSthat Tenant has certain rights ' under the Petruin Marketing practices Act. ( 1PNIM") to rowigi citrip Ws interest in the Improvements, and ovilpinertt : masa* :. to operate a gas station, Should Tenant be unable • to PnrobaSa.: C. ircia. K' sinterest in the imp: oak/ lents and equipment ... in the gal station for whatever. reason; Tenant shalLhave the rig1. 2ttoterne... this grojinc1 Lease,
60. Recapitulation of Dates.
a, • Ground Lease Term: JANUARY I, 2015--: PECEMBER * 31) 2019 b. Rent Commenremendate: IANUA1Y 1, 2013
c. . CAM ChargescommencementdatmlAWARY.. 1, 2015.
d. Annual Rent Payment, increasedate: JANUARY ribegioninglATWARY lit
61. paymerit Ulm Execution of Oround Leese.
a. Security Deposit $ 10, 500
b, grotind Leas; Rent Payment ( TANtiAwy. 201S payment) $ 10, 500 p. Administrative Fees ( waived) •
TOTAL:
SIGNATURE FACIE TO Vomplx]
IA? IDLO RD maws. .
Pa&
TEPtANrS INmALS c
By:
NAZIH 1MAAN
SodialSecurity Number.
TENANT' S MIMICS
1N ' WITNESS WiFEREOF, Lendlcial and Tentait lurve entered into this Ground Lease as of the day and year first above * Wen.
LANDLORD:
EVERGREEN CAPITAL ASSEIR, ILC,. aC411krnififilikke4 liabflity corporation By:
Its: 444c-- 6P, coo
TENANT:
ISSAM NASRALLAH and NAZIH SIMAAN, Jointly and severally By: tib4. ' AAA 111,....." k
B.. N. AsRALLAn,
Social Security Number: TENANT' S INITIALS
TENAIrs (.
LANDLORVINTTIALS ( 0)
TEANIS ititnAL
We . hereby acknowledge the reeeiPt: of payment in. the ' total amount of TWENV ONE THOUSAND DOLLARS .. AND : NOD ( PLOW% frOM SISSAM. . B. NASRALLAH and NAM!. SlMAAN, jointly and severally? for the GroundLease. contractpayment hereinafter stated:
a. Security Deposit $ 10, 500. 00
GIPVIld Lease ' Rea Payment ( JANUARY 2015 : payment) $ 10,500 (JO 04 - Administrative FeeS. ( viaiVed). -
TOTAL: $ 21,000. 0(L
Pacific Properties Management
Date Payment Received: j/ 2fir .
We, SSAM D. NASRALLAH ' and NAZIR SWAN, jointly and severally, do hereby attest that the above payment of TWENTY ONE THOUSAND riOLLARS AND NONE ($ 21, 000A10) constitutes the•total consideration given for the signing edits Gfaund• Lease. We attest that there are no additional monies or payment' s, excluding Sept Payinents that were made in consideration of thil Ground Lease.
zelq-
Dge
Iv- 13) 7- 7- 414-
NAzi IAIMAAN Date
LANDLORD MUM ( d) ) TENANTSINMAIS )(/ VF p)
Page
EXEUNT A.
DECRIPTION OF LAND
LANDLORD INITIALS
rotors tkrais d/ CALLN, j_ t j_
Exhibit B
RENOVATIONS
ATTACHED BEHIND THIS PAGE]
8 EXHIBIT " B"
RENOVATIONS
Canopy Upgrades:
1. Provide labor and materials to for canopy fascia finished in Pearl color
2. Provide labor and materials for new Bullnose decal installed on canopy
3. Provide labor and materials for new Blue LED laserline on a minimum of three sides of canopy
4. Provide labor and materials to install a newly applied bullnose decal on canopy fascia
5. Provide labor and materials to install ARCO Channel Letters on two sides of canopy fascia
6. Provide labor and materials for new ARCO Spark button signage installed on three sides of canopy
7. Provide labor and materials for underside of canopy to be painted in Hiding White
8. Provide labor and materials to install new LED canopy lights to current ARCO image standards
9. Provide labor and materials to paint all Canopy columns finished in Pearl color Dispensers Upgrades:
10. Provide labor and materials to install ARCO " Lighted Valences on all dispensers
11. Provide labor and materials to install ARCO side panels on all dispensers
12. Provide labor and materials for new ARCO Dispenser Skirts on all dispensers
13. Provide labor and materials for new Pump Number blade signs for all dispensers
14. Provide labor and materials for a new ARCO Dispenser decal kit installed including poly carbonate dial faces & octane buttons.
15. Provided labor and materials to refurbish existing dispensers to satisfy ARCO minimum requirements. Ensure all dispensers are operational. Exterior refurbishment of current dispensers includes a replacement of etched glass screens, missing buttons, plastic dispenser parts and professionally paint top doors in ARCO pearl.
16. Dispensers must be equipped with near field communication capability to accept mobile payment, dispenser card readers, contactless payment compatible with approved point of sale software.
Foodm art Upgrades:
17. Provide labor and materials for a new Front Store decal Kit
18. Replace trashcan in front of c- store in accordance with then- current MPC standards
19. Provide labor and materials to paint c- store or kiosk in ARCO Pearl
20. Provide labor and materials to install new ARCO blue foodmart decals over current ACM food mart package
Forecourt Upgrades:
21. Provide labor and materials for Security Cameras ( 2) covering island fueling operations and ( 1) covering tank area installed
22. Provide labor and materials for Pump Island Curbs painted Warm Grey
23. Pump Island Trash Cans ( Amenity Bins) w/ Squeegee in place in accordance with ARCO standards
24. Restripe entire lot including curbs and handicap parking, etc.
25. Enhance landscaping, trim trees and other plants, remove dead plants, add mulch
26. Ensure air/ water dispenser is functioning, replace decals and repaint
27. Paint light poles, trash enclosure, outdoor enclosures, electrical cabinet, on the property in Pearl color.
28. Provide labor and materials to paint all Island Bollards- 1/ 3 top painted Omega yellow and 2/ 3 bottom painted Pearl
29. Retrofit yard light poles with LED.
30. Clean up litter around property and car wash area.
31. Remove unauthorized signage near car wash area.
32. Install POP hardware to forecourt per ARCO standards.
33. Replace tank tags and collars per ARCO standards.
Price Sign Upgrade:
34. Provide labor and materials to install 2 tier MID panels or MlD boxes with white SMD- LED to Price Signs to ARCO image specifications
35. Purchase and install Hybrid Control Gate for MID sign