05. Apprvl of Agrmt to Lease 12140 Bellflower for Refurbishment of Space Shuttle Inspiration Mock-Up

Item No.

TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL

FROM: OFFICE OF THE CITY MANAGER
BY: AUSTIN RAMIREZ, DIRECTOR OF ECONOMIC DEVELOPMENT

DATE: SEPTEMBER 10, 2024

SUBJECT: APPROV AL OF AN AGREEMENT TO LEASE 12140 BELLFLOWER

BOULEVARD FOR THE REFURBISHMENT OF THE SPACE SHUTTLE

INSPIRATION MOCK-UP

EXECUTIVE SUMMARY

The City Council will consider approving an agreement with Downey Land Limited to lease 12140 Bellflower Boulevard for a two-year term. A temporary structure will be erected at the property to complete the refurbishment of the space shuttle Inspiration mock-up. The lease term will begin upon its execution on September 10, 2024, concurrent with preparation of the site to allow for construction of the temporary structure in October 2024.

RECOMMENDATION

That the City Council:

1. Approve a lease agreement with Downey Land Limited for a two-year term beginning September 10, 2024 for the lease of 12140 Bellflower Boulevard for the refurbishment of the Space Shuttle Inspiration mock-up for a total lease amount of $96,000 ($48,000 per year); and

2. Authorize the City Manager, or his designee, to execute the lease agreement and amendments as necessary.

BACKGROUND

The Columbia Memorial Space Center (Space Center) is embarking on the construction of its 2nd building (project) to further foster a hub of creative and critical thinking for the youth and families of Southeast Los Angeles. Currently in the design phase, this project intends to create an integrated campus that includes a new building dedicated to bringing the community together through hands-on, minds-on learning to serve the region. The new Space Center building will include exhibits, additional youth STEM programming, and increased public meeting space. Additionally, it will proudly display a mock-up of the Space Shuttle “Inspiration” once it completes a refurbishment process.

APPROVAL OF AN AGREEMENT TO LEASE 12140 BELLFLOWER BOULEVARD FOR THE

REFURBISHMENT OF THE SPACE SHUTTLE INSPIRATION MOCK-UP
SEPTEMBER 10, 2024
PAGE 2

2 Refurbishment is estimated to take two years and requires the City to identify a suitable property where a temporary structure can be erected to house Inspiration and complete the necessary work.

ANALYSIS

Earlier this year, the City identified 12140 Bellflower Boulevard as an ideal location for the refurbishment of Inspiration due to its size and proximity to the Space Center. The property owner, Downey Land Limited, is agreeable to the City’s use of the property and is ready to execute a lease agreement. The two-year lease term will begin upon its execution on September 10, 2024, and is estimated to provide ample time to complete the refurbishment of Inspiration. It is anticipated that the transport of Inspiration and construction of the temporary structure will be performed concurrently in the middle of October 2024. Should additional time be required beyond the two-year term, the City will work with Downey Land Limited to amend the lease agreement and extend the term accordingly. Opportunities for public engagement of the space shuttle refurbishment will be determined as part of the rehabilitation process, and will be announced to the public via social media and other media outlets.

The lease amount to Downey Land Limited is $4,000 a month, for a total of $96,000 during the two-year lease term, and is funded by the California State Grant 2103, administered by the California State Natural Resources Agency. The City received these monies for the rehabilitation of the Space Shuttle Inspiration Mock Up.

CITY COUNCIL PRIORITIES

Quality of Life, Safety & Infrastructure
Public Engagement

FISCAL IMPACT

Approval of the recommended actions will result in an expenditure of $40,000 ($4,000 per month) from the Capital Improvement Program Grant Fund, Account No. 26-1-6846. This amount was already included as part of the adopted FY 2024-2025 Operating Budget.

There are sufficient capital funds for the recommended actions.

Future budgets will be adjusted via the City’s annual budget approval process to correspond with subsequent years’ expenses associated with this agreement, which includes FY 2025-2026: $48,000 and FY 2025-2026: $8,000.

ATTACHMENTS

Attachment A – Lease Agreement

LEASE AGREEMENT
THIS LEASE is made and entered into between DOWNEY LAND LIMITED, a California Limited Partnership, hereinafter referred to as "Landlord," and the CITY of DOWNEY, a California municipal Corporation and charter city (''City"). hereinafter referred to as "Tenant."

RECITALS
This Lease is made with reference to the following facts and objectives:
(a) Landlord is the fee owner of that certain real property consisting of approximately

1.6 acres of land, improved with asphalt and two separate concrete pads with a perimeter chain link fence commonly known as 12410 Bellflower Blvd., in the City of Downey, County of Los Angeles, State of California, hereinafter referred to as "Premises" or the "Leased Premises." The Premises is depicted on Exhibit " A.tt
(b)The Premises was previously used as a manufacturing facility. (c) Landlord desires to lease the Premises to Tenant and Tenant desires to lease the Premises from Landlord on the terms and conditions contained herein. (d) Tenant desires to develop, alter, and improve the Premises with the intent of providing a temporary facility to house and restore a space shuttle.

A(,REEMENT
NOW, THEREFORE, with reference to these Recitals and on the terms and conditions contained in this Lease, Landlord and Tenant agree as follows:

ARTICLE I.

Section 1. Premises. Landlord hereby leases and demises to Tenant, and Tenant hereby leases and takes from Landlord, for the term, at the rent, and upon the conditions set forth herein, the Premises which is a parcel of land commonly referred to as 124 10 Bellflower Blvd., in the City of Downey, County of Los Angeles, State of California, as more particularly depicted in Exhibit '’ A," attached hereto and incorporated herein.

The Premises includes the improvements which consist of a fence surrounding the Premises covered partially by asphalt paving and cement slab (the “Pre-existing Improvements"), but Tenant is expected to make some changes to the Premises, at Tenant’s election and expense, subject to Landlord’s consent which shall not be unreasonably withheld. Tenant shall have no rights to ownership of subsurface minerals, petroleum, and other hydrocarbon substances, and Landlord expressly reserves all of its rights to same; provided notwithstanding the foregoing, Landlord hereby waives any surface rights in connection with any such oil, gas or other minerals, I

and hereby waives any right to the use of the surface in connection with any development, extraction or exploitation of any such minerals, petroleum and hydrocarbon substances.

Section 2. Possession Date. Upon execution of the Lease by both parties, Landlord shall deliver the Premises to Tenant occupant free and free of any occupancy rights other than by Tenant.

Tenant shall sign written receipt attached hereto as Exhibit "B" confirming receipt of possession of the Premises.

ARTICLE II.

Section 1. Term. The "Lease Term" of this Lease shall be for a term of two (2) years and shall commence on the Commencement Date. The Commencement Date shall be the date on which both parties have signed the Lease.

ARTICLE III.

Section 1. Monthly Rent. Tenant will commence the Monthly Rent payments in the amount of Four Thousand Dollars ($4,000.00) per month (the 'Monthly Rent"), beginning on the Commencement Date which shall also be referred to as the ''Rent Commencement Date Thereafter, the Monthly Rent shall be due on the lst day of each and every month thereafter, without increase. All Monthly Rent payments are to be sent to the address provided in Section 3 of this ARTICLE unless Tenant is otherwise instructed by Landlord in writing.

The Monthly Rent for any partial months of the term shall be prorated on the basis of a 30- day month.

Section 2. Place of Rent Payment. The Monthly Rent provided for herein shall be paid to Landlord at 9530 Imperial Highway, Suite S, Downey, California 90242, or at such other place as Landlord may from time to time designate in writing.

Section 3. Net Lease. Subject to the terms and provisions of this Lease, it is the intention of the parties hereto that Landlord shall receive the Monthly Rent specified herein, net, without any deduction whatsoever.

Section 4. No Security Deposit: On or prior to the execution of this Lease, Tenant has deposited with Landlord $4,000.00 or a prorated amount as provided above as payment for the Monthly Rent for the first month (or partial month) of the Lease Term. There shall be no security deposit for the performance by the Tenant of the provisions of this Lease.

Section 5. Use of Premises. Tenant may use the Leased Premises for storage and refurbishment of a space shuttle and for any other lawful use so long as the use does not involve the following: (a) the use shall be subject to any existing exclusives by which Landlord is contractually bound at the time of the request for change of use; (b) in the reasonable opinion of the Landlord, the use shall not compete with other tenants of Landlord who are tenants at the time of the request for change of use; (c) the use shall not lead to the use and/or storage of Hazardous Substances on the Premises, provided such restriction will not prohibit Tenant from refurbishing 9 the space shuttle and the use involves the minimal Hazardous Substances in the ordinary course of business managed in accordance with applicable law and (d) not be in violation of applicable law.

Tenant shall not use the Premises, or any part thereof, for any purposes which constitute a nuisance.

Tenant shall at all times during the term in connection with its business operations on the Premises comply with all public laws, ordinances and regulations from time to time applicable to its operations thereon.

Section 6. Condition of Premises. Landlord does not warrant that the Premises are suitable for Tenant’s use. Landlord does acknowledge that to the best of Landlord's knowledge the Premises, in its current condition does not, and as a refurbishment facility will not, violate any covenant or restriction of record on title. Landlord shall deliver the Premises in an "AS IS" condition. Tenant has satisfied itself, by its own investigation and research, regarding all physical conditions affecting Tenant’s use and enjoyment of the premises and any construction, if any, which Tenant plans to undertake (including without limitation, soil conditions and on-site and offsite improvements which may be needed). By execution of this lease and the receipt confirming delivery and acceptance of the Premises, Tenant shall be deemed to have accepted the Premises in an "AS IS" condition subject to Landlord’s obligations and warranties as provided herein. Tenant acknowledges that it has had the advice of such independent profession consultants and experts as it deems necessary in connection with its investigation of the premises, has to the extent it deems necessary independently investigated the condition of the premises, including easements affecting the Premises, the soils, hydrology and seismology thereof, and the law and regulations relating to any construction, the intended Tenant use including environmental, easements, zoning and land use entitlement requirements and procedures, height restrictions, floor area coverage limitation, and similar matter, and has not relied upon any statement, representation or warranty of Landlord of any kind or nature in connection with its decision to execute and deliver this Lease and to perform the obligations of Tenant hereunder.

ARTICLE IV.

Section 1. Laws. Tenant shall, at Tenant's sole cost and expense, promptly comply in every respect with all laws, ordinances. rules and regulations of all federal, state, county and municipal governments now in force or that may be enacted hereafter, with all directions, rules and regulations of the fire marshal, health officer, building inspector or other proper officers of the governmental agencies having jurisdiction in connection with Tenant's improvements located on the Premises, and in connection with Tenant's business operations on the Premises. Tenant shall, at Tenant’s sole cost and expense, make all repairs and alterations to Tenant’s improvements to the Premises which are or hereafter may be required in order to comply with the foregoing. Tenant expressly covenants and agrees to indemnify and save Landlord harmless from any penalties, damages, or charges imposed for any violation of any and all laws, ordinances, rules, regulations, or violations of the covenants herein expressed, whether occasioned by neglect, omission or willful act of Tenant or it agents, employees or contractors.

ARTICLE V.

Taxes and Assessments.
3 Section 1. Obligation of Landlord. Landlord shall pay from the Execution Date of the Lease and thereafter until the term of this Lease expires, including any extensions thereto, all real estate taxes, and other similar governmental charges to the Premises. Tenant shall pay any personal property taxes for the personal property situated thereon, including, but not limited to, assessments for public improvements or benefits, which shall during the term hereby demised be assessed, levied or imposed upon or become due and payable and a lien upon the Premises.

ARTICLE VI.

Indemnification
Section 1. Indemnification of Landlord. Landlord shall not be liable to Tenant for or on account of any injury or damage occasioned in or about the Premises to persons or property of any nature or sort whatsoever, or where so ever arising, or for or on account of any injury to persons or property that may result by reason of any patent or latent defect, structural or otherwise, in the construction or condition or present or future lack of repair of any improvements located thereon, or the wiring, equipment, furnishings, fixtures or apparatus therein or thereof, or by or from plumbing, gas, water, steam or other pipes or sewage, or by or from the use, misuse or disuse of said Premises or improvements thereon or any part thereof, or any equipment, furnishings or fixtures therein or apparatus thereof by any person or persons lawfully or unlawfully upon said Premises, except to the extent arising from the negligence and or intentional acts or omissions of Landlord or its agents, officers, employees or contractors. Tenant covenants and agrees to indemnify and hold Landlord harmless from and on account of any and all loss, damage, claim of damage, liability, expense, costs and counsel fees arising out of or resulting from any accident or any occurrence causing injury to any person or property whomsoever or whatsoever located on the Premises and due to the use or misuse of such improvements by Tenant of any of its agents, contractors, servants, employees or licensees or to the condition of the improvements on the Premises or any part thereof, or any equipment thereof or therein, or arising out of any breach or default in the performance of any obligation on Tenant’s part to be performed under this Lease, except to the extent arising from the negligence and or intentional acts or omissions of Landlord or its agents, officers, employees or contractors and excluding consequential damages.

In addition, Landlord shall not be liable to Tenant and Tenant shall indemnify Landlord for any injuries to Tenant or third parties on or about the Premises, except to the extent arising from the negligence and or intentional acts or omissions of Landlord or its agents, officers, employees or contractors, despite the fact that Landlord may have or did receive copies of any all plans for the improvements on the Premises which have caused an injury and may have even approved said plans, or any equipment, furnishings or fixtures therein or apparatus thereof.

ARTICLE VII.

Utilities
Section 1. Utilities. Tenant shall pay when due and hold Landlord harmless from any and all charges for gas, water, electricity, light, heat, power, telephone and other communication 4 service, and any and all other utilities used, rendered or supplied upon or in connection with the Premises throughout the term of this Lease including any extensions thereto commencing as of the Execution Date of the Lease. Tenant shall, without cost to Landlord, procure any and all necessary permits, licenses or other authorizations required for the lawful and proper installation and maintenance upon the Premises of wires, pipes, conduit, tubes, and other equipment and appliances for use in supplying any such services to and upon the Premises.

Landlord shall not be liable to Tenant for damages or otherwise (i) if any utility becomes unavailable from any public utility company, public authority, or any other person or entity supplying or distributing such utility; or (ii) for any disruption in any utility service caused by the making of any repairs or improvements, and such interruption shall not constitute a termination of this Lease, or an eviction of Tenant or give Tenant the right to reduce or abate the Monthly Rent.

ARTICLE VIII.

Construction and Alterations.

Section 1. Rights of Tenant to make Tenant Improvements. Tenant is planning to make improvements to the Premises to be able to refurbish a space shuttle on the Premises (the "Tenant Improvements"). Prior to Tenant beginning any changes to the Premises or beginning construction on the Premises including the delivery of any building materials, Tenant must:
(a) Delivery to Landlord. Deliver to Landlord for Landlord's approval preliminary construction plans and specifications prepared by an architect or engineer licensed to practice as such in the state of California, including but not limited to (i) definitive exterior drawings and renderings of any structures temporary or otherwise; (ii) location and types of exterior signs; (iii) dimensions for all exterior architectural and exterior design elements; and (iv) exterior landscaping which shall also include all preliminary grading and drainage plans, soil tests, utilities, sewer and curbs, gutters, parkways, street lighting, and storage areas, all sufficient to enable potential contractors and subcontractors to make reasonably accurate bid estimates and to enable Landlord to make an informed judgment about the design and quality of construction (-Preliminary Plans"). All Tenant Improvements shall be constructed within the exterior property lines of the premises; provided that required work beyond the premises on utilities, access, and conditional use requirements do not violate this provision. (b) Landlord’s Approval. Tenant must obtain Landlord's written approval of the Preliminary Plans and specifications prior to beginning demolition or construction. Landlord shall not unreasonably disapprove, delay or condition approval of the Preliminary Plans and specifications. Approval or disapproval shall be communicated in the manner provided for notices, and disapproval shall be accompanied by specification of the reasonable grounds for disapproval; provided that Landlord’s failure to disapprove within 15 days after delivery to Landlord shall be conclusively considered to be approval. Tenant shall not deliver working drawings to any governmental body for a building permit until Preliminary Plans are approved as in this paragraph.

An objection may be made by Landlord as a reasonable request for additional information. If Landlord reasonably objects to all or part of the Preliminary Plans, Tenant shall use reasonable 5 efforts to deliver revised Preliminary Plans to Landlord within 15 days after receipt of Landlord's objections. Within 15 days after receipt of the revisions, Landlord shall review the revised Preliminary Plans and shall notify Tenant in writing of any further revisions, additions, deletions, and information reasonably required by Landlord and the reasons therefor. The procedure set forth in this paragraph will be repeated until such Preliminary Plans are agreed on. (c) Final Plans. Specifications. Tenant, at its sole cost and expense, shall cause to be prepared final plans and specifications and working drawings (the "Final Plans") in conformance with the previously approved Preliminary Plans. Tenant's Final Plans shall also include all required shop drawings. Tenant shall deliver two complete sets of the Final Plans to Landlord no later than 45 days from the date of acceptance by Landlord of the Preliminary Plans.

Within 30 days after receipt of the Final Plans, Landlord shall either approve Tenant's Final Plans (which approval will be given if the Final Plans are in substantial conformance with the approved Preliminary Plans or are modified as required by applicable governmental authorities), or Landlord shall set forth in writing with particularity any changes Landlord reasonably considers necessary to bring the Final Plans into substantial conformance with the Preliminary Plans and as required by applicable governmental authorities, in which latter event Tenant shall cause the Final Plans to be changed within 45 days following receipt of Landlord’s notification of required changes. If Landlord fails to notify Tenant of Landlord’s disapproval of the Final Plans within the required time period, Landlord shall be deemed to have given its approval. Within 30 days after receipt of the revised Final Plans, Landlord shall review the revised Final Plans and either approve or reasonably disapprove them. If Landlord fails to notify Tenant of Landlord's disapproval within the required time period, Landlord shall be deemed to have given its approval. The procedure set forth in this paragraph shall be repeated until the Final Plans are agreed on.

When Tenant’s Final Plans are approved by the parties, they shall be signed and dated by the parties.

Landlord’s approval of the Final Plans shall not be deemed to certify that the Final Plans comply with building codes and other applicable Laws, and shall not relieve Tenant of Tenant’s responsibility to verify all job conditions, including, without limitation, dimensions, locations, clearances, and property lines. "Laws" includes all statutes, cases. regulations, and ordinances, present and future, and all amendments thereto.
(d) Building Permits for Tenant's Work. As soon as the parties approve the Final Plans, Tenant, at its sole cost and expense except as provided in Article VIII, Section 2, shall promptly apply to the City and to any other appropriate governmental agencies, for a building permit(s) and any other required permits and authorizations (collectively, Building Permits) for Tenant’s Work pursuant to the Final Plans. Tenant shall diligently pursue the processing of such application(s). If the City or any other governmental agency shall reject the Final Plans and thus prevent the issuance of the required Building Permits, Tenant shall promptly make all necessary changes to Tenant's Final Plans required by the City or other agency which are reasonably acceptable to Tenant. Tenant shall pay for all plan check and permit fees required to obtain the required Building Permits (including utility connection and hook-up fees). 6 (e) Notice of Intent to Construct. Tenant shall notify Landlord of Tenant’s intention to commence a work of improvement fifteen (15) days before commencement of any such work or delivery of any materials. Landlord shall have the right to post and maintain on the premises any notices of non-responsibility provided for under applicable law. (f) Required Governmental Permits. If requested in writing by Landlord, Tenant shall deliver to Landlord at Tenant's expense evidence of compliance with all then applicable codes, ordinances, regulations, and requirements for permits and approvals, including but not restricted to a copy of all grading permits, building permits, zoning and planning requirements, and approvals from various governmental agencies and bodies having jurisdiction. (g) Builder’s Risk and Other Insurance. Tenant shall deliver or make available to Landlord evidence of workmen’s compensation insurance covering all persons employed in connection with the work with respect to whom death or bodily injury claims could be asserted against Landlord or the Premises. Tenant shall maintain, keep in force, and pay all premiums required to maintain and keep in force all insurance required by the Lease to be carried by Tenant at all times during which such work is in progress.
(h) Soil Conditions. Landlord makes no covenants or warranties respecting the condition of the soil or subsoil or any other similar condition of the premises.

Tenant has entered onto the premises before the Commencement Dated to do soil tests and structural engineering tests that Tenant considered necessary. All such tests or any future investigations and testing made by or on behalf of Tenant during the term of this Lease shall be at Tenant’s sole expense and shall be evidenced by a separate contract. A copy of all such executed reports shall be delivered to Landlord on commencement of the term or, for tests performed after the Commencement Date within thirty (30) days from completion. (i) Landlord’s Grant of Easements. Landlord agrees to grant to public entities or public service corporation necessary utility easements for the purpose of serving only the Premises, rights of way or easements on or over the premises for poles or conduits or both for telephone, electricity, water, sanitary or storm sewers or both, and for other utilities and municipal or special district services. Tenant will be responsible for the survey costs and all construction expenses related to said utility easements and the additional compensation common area maintenance associated with the easement area as defined below. Grants ofeasements made under the authority of the provisions of this Lease shall be limited to the term of this Lease. a) Diligent Prosecution to Completion. Once the work is begun, Tenant shall with reasonable diligence prosecute to completion all construction of improvements, additions or alteration.

All work shall be performed in a good and workman like manner, shall substantially comply with the Final Plans, except as otherwise required by applicable governmental authorities or entities, and shall comply with all applicable governmental permits, laws, ordinances and regulations.
7 (k) Protection of Landlord Against Cost or Claim. Tenant shall pay or cause to be paid the total cost and expense of all works of improvement, as that phrase is defined in the Mechanics’ Lien Law in effect at the place of construction when the work begins. No such payment shall be construed as rent. As provided in other Sections of this Lease, Tenant shall not suffer or permit to be enforced against the Premises or any part of its improvements, fixtures or equipment, any mechanic’s materialman's, contractor’s, or subcontractor’s lien arising from any work of improvement by Tenant or its contractors or subcontractors, however it may arise. However, Tenant may in good faith and at Tenant’s own expense contest the validity of any such asserted lien, claim, or demand, provided Tenant has furnished the bond required in California Civil Code Section 3143 (or any comparable statute hereafter enacted for providing a bond freeing the premises from the effect of such a lien claim).

Tenant shall defend and indemnify Landlord against all liability and loss of any type arising out of work performed by Tenant or its agents, contractors or subcontractors on the Premises by Tenant, except to the extent arising from the negligence or willful misconduct of Landlord or its agents, officers, employers or contractors, together with reasonable attorneys’ fees and all costs and expenses incurred by Landlord in negotiating, settling, defending, or otherwise protection against such claims.
(1) Notice of Completion. On completion of any substantial work of improvement during the term, Tenant shall to the extent required by law file or cause to be filed a notice of completion.
(m) Notice of Changes in Plans. On completion of any work of improvement, Tenant shall give Landlord notice of all changes in plans or specification made during the course of the work and shall at the same time and in the same manner, supply Landlord with "as built" drawings accurately reflecting all such changes. Landlord acknowledges that it is common practice in the construction industry to make numerous changes during the course of construction on substantial projects. Changes that do not substantially alter plans and specifications previously approved by Landlord do not constitute a breach of Tenant’s obligations. (n) Not Be in Default of this Lease. Tenant shall not begin construction if it is material default, of this Lease subsequent to the giving of any required notice and expiration of any applicable cure period.
(o) Construction Schedule. Tenant shall provide to Landlord in writing, prior to the start of construction, a proposed construction schedule (Construction Schedule) covering Tenant’s Work.
(p) Commencement and Completion of Construction. Tenant shall diligently and continuously proceed to complete construction of Tenant’s Work. On completion of Tenant's Work, Tenant shall deliver to Landlord a copy of Tenant’s recorded notice of completion and two sets of "as built" drawings covering Tenant's Work.
8 (q) Conditions Applicable to Tenant’s Work. The following provisions apply to the conduct of Tenant's Work.
(i) All trash and surplus construction materials shall be properly stored on the Premises and shall be promptly removed from the Premises on a regular basis so as to avoid such material from accumulating at the Premises.
(ii) Tenant and Tenant's contractors are responsible for compliance with all applicable Laws insofar as the performance of Tenant’s Work is concerned. (iii) Tenant shall notify Landlord of Tenant’s intention to commence Tenant's Work at least 15 days before commencement thereof or delivery of any materials.

Landlord shall have the right to post and maintain at the Premises notices of non-responsibility provided for under applicable Law.
(iv) Tenant will use commercially reasonable efforts to cause Tenant’s contractors and subcontractors to at all times maintain all reasonably necessary safety procedures to protect Landlord and the public from hazards in connection with the construction of Tenant’s Work, including, without limitation, the erection of protective barriers. warning signs, and similar safety precautions.
(r) Certificate of Occupancy. On completion of construction of portions of Tenant's Work, Tenant shall use diligent, reasonable efforts to obtain from the City a certificate of occupancy, or similar certificate or instrument, covering that portion of Tenant’s Work that is completed, and shall deliver copies thereof to Landlord. (s) Changes in Tenant’s Final Plans. Tenant shall not make any material changes to Tenant’s Final Plans without Landlord's prior approval except to the extent required by applicable governmental authorities or entities, which Landlord approval shall not be unreasonably withheld, conditioned or delayed.
(t) No Improvements by Landlord. Landlord is not obligated to construct or install any improvements on or off of the Premises.

Section 2. Rights of Tenant and Landlord after Certificate of Occupancy. After the certificate of occupancy is received by Tenant for the Tenant Improvements, Tenant may, but is not obligated to, construct or otherwise make improvements on any part or all of the Premises and to demolish, remove, replace alter, relocate, reconstruct, or add to any Pre-existing Improvements in whole or in part, and to modify or change the contour or grade, or both, of the land, provided Tenant is not then in material default under any condition or provision of this Lease subsequent to the giving of any required notice and expiration of any applicable cure period. All salvage shall belong to Tenant and Tenant must comply with the other applicable terms and provisions of the Lease including but not limited to the other applicable terms and provisions of this Article.

Section 3. Conditions of Construction after Certificate of Occupancy. 9 After the certificate of occupancy is received by Tenant for the Tenant Improvements, Tenant in making any additional improvements must also comply with the following additional conditions:
(a) The cost of any Construction shall be paid for solely by Tenant including but not limited to such tasks as grading, construction, reconstruction, demolition, or of any change, alteration, or improvements, shall be borne and paid for by Tenant. (b) The Premises shall at all times be kept free of mechanic’s and materialmen’s liens, as hereinafter more specifically provided, except Tenant will have the right to protest any such laws pursuant to Tenants’ rights under this Lease and Landlord shall be given at least fifteen ( 15) days prior written notice before the commencement of any such Minor Construction which require a permit from a government agency and exceed a cost of $50,000.00 so that Landlord can protect its interests in the Premises.
(c) Landlord shall have the right to post notices of non-responsibility in compliance with the laws of the State of California then and there effective. (d) Tenant shall provide Landlord with a copy of the plans and specifications of all structures or other improvements that may from time to time be located on the Premises and approve construction as provided in Section 1 above prior to the construction or alteration of the Premises for any Construction which requires a permit from a governmental agency and exceeds a cost of $50,000.00.
(e) Tenant shall not use the Premises in any manner that will constitute waste (but subject to Tenant’s alteration rights hereunder), a nuisance or for any business or use which emits offensive odors, fumes, dust or vapor (excluding coffee and restaurant odors), or emits loud noise or sounds which are objectionable (except a drive through facility and speaker box and related video screen are expressly permitted) or which creates a fire, explosive or other hazard. . In the event that Tenant deems it necessary or appropriate to obtain use, zoning or subdivision and precise plan approval and permits for the Premises, Landlord agrees, upon request of Tenant, to execute such documents, petitions, applications and authorizations as may be required by any local, state or federal agency to accomplish an alteration. Every cost and expense, except Landlord's legal fees and expenses incurred under this section shall be borne solely by Tenant.

Moreover, under no circumstances shall Landlord be required to execute any such documents, petitions, applications and authorizations which would amend the terms of this Lease or waive any rights provided herein.

Section 4. Ownership of Pre-existing Improvements at time of Lease. Landlord owns the Pre-existing Improvements currently constructed on the Premises (the "Pre-existing Improvements"). None of said Pre-existing Improvements, shall be encumbered, transferred, removed or materially altered, except as otherwise specifically provided for in this Lease. The term "Tenant's Property" will refer to the Tenant Improvements including any additional improvements made by Tenant after the initial Tenant Improvements are made including any subsequent additions thereto and alterations therein and replacements thereof, and Tenant's 10 Personal Property which includes furnishings, machinery, trade fixtures, equipment, signage, temporary rented structures and any alternative energy systems which Tenant installs on the Leased Premises. Any improvements including any subsequent additions thereto and alterations therein and replacements thereof shall be paid for by Tenant and, upon the expiration of the term hereof or any earlier termination of this Lease, all of said Tenant Personal Property shall be removed without instruction from Landlord but with Tenant Improvements becoming the property of Landlord, without the payment of any consideration therefor. subject however, to further written instruction of Landlord to remove the Tenant Improvements as provided in more specificity herein below.

All Tenant Improvements made initially and those added subsequent thereto to or on the Premises along with Tenant's Personal Property shall be maintained in good condition reasonable wear and tear excepted, provided, that such Tenant Improvements, will be delivered by Tenant to Landlord upon the expiration or termination of this Lease in a safe and workable condition in compliance with then applicable codes or governmental requirements unless instructs otherwise.

When Tenant removes Tenant’s Property including furnishings, machinery, trade fixtures, equipment, signage, and any alternative energy systems which Tenant installs on the Premises, Tenant shall return the Premises to a safe condition, and shall repair any damage caused to the Premises by removal of any of Tenant's Property, including patching any holes on the roof caused by the removal of such equipment or fixtures, and cap off any applicable utilities.

Tenant shall be required to remove any Tenant Improvements, in the sole option of Landlord, for a period of ninety (90) days after the termination or expiration of this Lease.

ARTICLE IX.

Mechanics Liens
Section 1. Tenant’s Covenants. Tenant agrees that it will pay, or cause to be paid, all costs of labor. services, or materials supplied in the prosecution of any work done, or caused to be done, on the Premises by Tenant or its successors or assigns. Tenant will keep the Premises free and clear of all mechanics’ liens and other liens on account of work done for Tenant or persons claiming under Tenant, provided Tenant will be entitled to protest any such liens as set forth in Section 2 below
Section 2. Contest of Lien. If Tenant desires to contest any mechanics' lien claim, it shall (a) either (i) post a mechanics' lien release bond issued by a responsible corporate surety in an amount and in a manner sufficient to satisfy statutory requirements for the release of such mechanics' lien in the state where the Premises is located or (ii) furnish Landlord with adequate security for the amount of the claim plus estimated costs and interest, and (b) promptly pay or cause to be paid all sums awarded to the claimant on its suit in a final non-appealable judgment.

Section 3. Landlord’s Right to Cure. If Tenant shall be in default of any of its covenants in this Article IX by failing to provide security for or satisfaction of any mechanics' lien, subsequent to the giving of written notice and expiration of applicable cure periods, then Landlord, 11 in addition to any other rights or remedies it may have, may (but shall not be obligated to) discharge such lien by (a) paying the claimant a reasonable amount sufficient to settle and discharge the claim, (b) posting a mechanics’ lien release bond, or (c) taking such action as Landlord shall expend sums deem appropriate, in which event Tenant shall pay, as Additional Rent. thirty (30) days from Landlord’s demand, all costs (including reasonable attorney fees) incurred by Landlord in settling and discharging the lien together with interest thereon at the rate of the greater often percent ( 10%) per annum or the discount rate of the Federal Reserve Bank of San Francisco at the date of Landlord’s payment of such costs, however, that in no event shall the interest rate exceed the maximum lawful rate of interest in the state of California in which the Premises are located.

Section 4. Notice of Lien. Tenant shall forthwith notify Landlord in writing of any claims or liens filed against the Premises of which Tenant has actual knowledge or the commencement of any action affecting the title to the Premises of which Tenant has actual knowledge.

Section 5. Notice of Non-responsibility. Landlord or its authorized representatives shall have the right to post and keep posted on the Premises notices of non-responsibility or such other notices that Landlord may reasonably deem to be proper for the protection of Landlord's interest in the Premises.

ARTICLE X.

Repair and Maintenance.

Section 1. General Provisions. Landlord shall not be obligated to make any repairs, alterations, additions or improvements in or to or upon the Premises or in, on or upon any structure or other improvements existing or hereinafter erected or installed thereon.

Tenant initially plans to add Tenant Improvements and or modify the existing Pre-existing Improvements on the Premises and then to store and refurbish a space shuttle on the Premises.

After the execution date of this Lease and during the construction, Tenant shall comply with all applicable laws in connection with all Tenant Improvements and Pre-Existing Improvements, collectively referred to as Improvements, on the Premises.

Tenant at all times and at its sole cost shall ensure that the Premises and Improvements, and every part thereof, are maintained in accordance with all requirements of applicable Laws, governmental authorities and covenants, conditions, and restrictions pertaining to the Premises or the Improvements filed of record in the real property records wherein the Leased Premises is located as of the Commencement Date, or otherwise expressly agreed to in writing by Tenant.

Tenant shall use reasonable efforts to keep the Premises free of non-hazardous waste outside of closed locked containers and shall maintain locks on its waste containers keeping them locked at all times except when Tenant or its agents or its contractors are removing or adding the waste to the containers. Containers may have small openings where its customers and invitees can add trash.
12 Tenant shall indemnify and save harmless the Landlord against all actions, claims and damages by reason of Tenant’s non-observance or non-performance of any law, ordinance or regulation applicable thereto in connection with Tenant’s business operations on the Premises, repairs made or failed to be made or improvements constructed on the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or its agents, employees or contractors. Without limitation of Landlord’s duties, liabilities and obligations under this Lease, Tenant waives any provisions of law, including. Sections 1932, 1941 and 1942 of the Civil Code of the State of California, as may be amended from time to time, that may require any duty of repair by Landlord or permit Tenant to repair at expense of Landlord, and any law, judicial pronouncement, or common law principle similar thereto, which is now or hereafter in effect or is otherwise inconsistent with the provisions of this Lease. However, these waivers do not limit Tenant’s rights or Landlord's obligations arising out of the intentional acts or omissions of Landlord or its agents, officers, representatives, employees, contractors, or invitees.

Section 2. Hazardous Substances. The term "Hazardous Substance" as used in this Lease shall mean any product, substance, chemical, material or waste whose presence, nature, quantity and/or intensity or existence, use, manufacture, disposal, transportation, spill, release or effect, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for liability to any governmental agency or third party under any applicable statute or common law theory.

Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, crude oil or any products, by-products or fractions thereof. Tenant shall not engage in any activity in, on or about the Premises which constitutes a Reportable Use (as hereinafter defined) of Hazardous Substances without the express prior written consent of Landlord and compliance in a timely manner (at Tenant’s sole cost and expense) with all applicable Law. "Reportable Use" shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority. Reportable Use shall also include Tenant’s being responsible for the presence in, on or about the Premises of a Hazardous Substance brought thereon by Tenant or its agents, employees or contractors with respect to which any applicable Law requires that a notice be given to persons entering or occupying the Premises or neighboring properties.

Notwithstanding the foregoing, Tenant may, without Landlord’s prior consent, but in compliance with all applicable Law, use any ordinary and customary materials reasonably required to be used by Tenant in the normal course of Tenant's business permitted on the Premises, so long as such use is not a Reportable Use and is not in violation of applicable Law. In addition, Landlord may (but without any obligation to do so) condition its reasonable consent to the use by Tenant upon Tenant's giving Landlord such additional assurances as Landlord, in its reasonable discretion, deems necessary to protect itself, the public, the Premises and the environment against damage, contamination or injury and/or liability therefrom or therefor, including, but not limited to, the installation (and removal on or before Lease expiration or earlier termination) of reasonably necessary protective modifications to the Premises (such as concrete encasements). 13 Section 3. Duty to Inform the Landlord. If Tenant knows or has reasonable cause to believe, that a Hazardous Substance, or a condition involving or resulting from same, has come to be located in. on, under or about the Premises in violation of applicable Law, other than as previously consented to by Landlord, Tenant shall promptly give written notice of such fact to Landlord. Tenant shall also promptly give Landlord a copy of any statement, report, notice, registration, application, permit business plan, license, claim, action or proceeding, in the possession of Tenant, given to, or received from, any governmental authority or Tenant or its agents, employees, contractors, subtenants or assigns, concerning the presence, spill, release, discharge of, or exposure to, any Hazardous Substance or contamination in, on, or about the Premises, including but not limited to all such documents as may be involved in any Reportable Uses involving the Premises.

Section 4. Indemnification. Tenant shall indemnify, protect, defend and hold Landlord, its agents, employees, and lenders and the Premises, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, costs, claims, liens, expenses, penalties, permits and attorneys’ and consultants’ fees arising out of or involving a Reportable Use. Tenant’s obligations under this Article X shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Tenant, and the cost of investigation (including consultant’s and reasonable attorney’s fees and testing), removal, remediation, restoration and/or abatement thereof to comply with applicable Laws, or of any contamination therein involved to comply with applicable Laws, and shall survive the expiration or earlier termination of this Lease. No termination, cancellation or release agreement entered into by Landlord and Tenant shall release Tenant from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Landlord in writing at the time of such agreement.

In addition to the above and without limitation to the above, Tenant will be responsible for ordinary and customary maintenance of the drive aisles and parking areas located on the Premises relating to amounts of oil and gasoline, deposited on the drive aisles and parking areas by vehicles in the ordinary course of Tenant’s business operations on the Premises.

ARTICLE XI.

Destruction
Section 1. Destruction to Improvements.

In the case of total destruction of Improvements to the Premise not caused by Tenant, there shall be an early termination of the Lease upon Tenant removing all Tenant Property from the Premises with any necessary restoration.
14 ARTICLE XII.

Condemnation
Section 1. Definitions.
(a) "Condemnation" means (a) the exercise of any governmental power, whether by legal proceedings or otherwise, by a or as condemnor and (b) a voluntary sale or transfer by Landlord to any condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending or threatened. (b) "Date of taking" means the date the condemnor has the right to possession of the property being condemned.
(c) "Award" means all compensation, sums. or anything of value awarded, paid, or received on a total or partial condemnation.
(d) ’'Condemnor" means any public or quasi-public authority, or private corporation or individual, having the power of condemnation.

Section 2. Parties’ Rights and Obligations to be Governed by Lease.

If during the term or during the period of time between the execution of this Lease and the date the term commences, there is any taking of all or any part of the land of which the Premises are a part or any interest in this lease by condemnation, the rights and obligations of the parties shall be determined pursuant to this Article.

Section 3. Total Taking
If the Premises are totally taken by condemnation, this Lease shall terminate on the date of taking.

Section 4. Partial Taking.

If any portion of the Premises should be taken so as to impair materially the use of the Premises as contemplated by this Lease and Tenant and Landlord reasonably determines that the remaining portion of the Premises is not economically feasible for Tenant’s use as provided for under this Lease, Tenant may, at its option, terminate this Lease by delivery of written notice to Landlord within 30 days after such determination specifying such date of termination. On any such termination, the Monthly Rent shall be apportioned to the date of termination.

In addition to and without limitation of the foregoing, if any portion of the Premises is taken by condemnation this lease shall remain in effect if not otherwise terminated pursuant to this Section, except that Tenant can elect to terminate this Lease if in the reasonable judgment of Tenant and Landlord, it will have a material adverse effect on the conduct of Tenant’s business as theretofore conducted on the Premises. If Tenant elects to terminate this Lease, Tenant must exercise its right to terminate pursuant to this paragraph by giving notice to Landlord within 60 days after the Taking. If Tenant elects to terminate this Lease as provided in this paragraph, Tenant also shall notify Landlord of the date of termination, which date shall not be earlier than 30 days 15 nor later than 90 days after Tenant has notified Landlord of its election to terminate. If Tenant does not terminate this lease within the 60-day period, this Lease shall continue in full force and effect, except that Monthly Rent shall be reduced as herein set forth. Tenant acknowledges that loss solely of Tenant's landscaping areas or other areas of excess space will not cause Tenant’s business to be materially interfered with, provided that the applicable governmental agency or authority does not enforce any then-existing set back or other governmental requirements to cause the loss of use of any areas of the Premises improved with improvements, including without limitation, paving, curbing, or parking.

Section 5. Effect on Rent
If any portion of the Premises is taken by condemnation and this Lease remains in full force and effect, on the date of taking the Monthly Rent shall be reduced by an amount calculated as a ratio which shall contain in the numerator the total number of square feet of the Premises which is taken over the total number of square feet of the Premises immediately before the date of taking as the denominator multiplied by the Monthly Rent.

Section 6. Waiver of CCP Section 1265.130
Each party waives the provisions of the Code of Civil Procedure section 1265.130 allowing either party to petition the superior court to terminate this lease in the event of a partial taking of the Premises.

Section 7. Allocation of Award: Partial Taking
The total award in the Condemnation Proceedings, in the event of such partial taking, shall be apportioned and paid, to the extent available, in the following order of priority:
(a)Tenant shall first be entitled to an amount equal to the cost of Restoration. (b) Landlord, Tenant, and any secured Mortgagee shall be entitled to their reasonable expenses and charges, including, without limitation, reasonable attorney fees incurred in connection with the Taking.
(c) Landlord shall be entitled to a portion of the award based on the then-value of the portion of the Parcel subject to the partial taking (which shall be deemed to be zero if no Rent reduction occurs pursuant to Article XII, Section 4).
(d) The balance of the award, after payment to any secured Mortgagees of the amount of any indebtedness then owing by Tenant to such secured Mortgagees, shall be paid to Tenant.

Section 8. Temporary Abatement or Reduction of Rent.

Rent shall be abated or reduced during the period from the date of taking until the completion of restoration, but all other obligations of Tenant under this lease shall remain in full force and effect. The abatement or reduction of Rent shall be based on the extent to which the 16 restoration interferes with Tenant's use of the Premises but shall not be reduced below $2,000.00 per month.

Section 9.Award – Distribution Allocation of Award; Total Taking If this Lease shall terminate pursuant to the provisions of Article XII, Section 3, the total award in the Condemnation Proceedings shall be apportioned and paid, to the extent available, in the following order of priority:
(a) Landlord, Tenant, and any Mortgagee of Landlord with debt secured by Landlord’s interest in the Premises shall be entitled to their reasonable expenses and charges, including, without limitation, reasonable attorney fees incurred in connection with the Taking. (b) Any Mortgagee of Landlord with debt secured by Landlord's interest in the Premises shall be entitled to satisfy the debt secured by its secured Mortgage (but in no event greater than the value of Landlord’s interests in the Premises). (c) Landlord shall be entitled to that portion of the award which represents the sum of (i) the value of the Parcel, encumbered by this Lease (taking into account the then-present value of the Monthly Rent or any Additional Rent payable to Landlord); (ii) the value of Landlord’s reversionary interest in the Improvements; and (iii) the so-called "bonus value" of the leasehold estate created by this Lease if the Rent payable under this Lease is determined to be in excess of the fair rental value of the Premises, discounted to present value. (d) The balance of the award, including any portion of the award attributable to Tenant’s Personal Property, shall be paid to Tenant.

Section 10. Waiver
Except as otherwise expressly set forth herein, Tenant waives any rights now or hereafter conferred on it by statute otherwise to quit or surrender this Lease or the Premises or any suspension, diminution, abatement, or reduction of Rent on account of any Taking.

Section 1 1 Relocation Benefits and Goodwill
Anything contained in this Article XII to the contrary notwithstanding, all compensation, damages, reimbursements, or other benefits payable to Tenant or Tenant’s subtenants, for or in connection with any relocation, displacement, inability to relocate, loss of business, or loss of goodwill resulting from or in connection with any taking covered by this Article XII, shall be payable to and be the sole property of Tenant or Tenant’s subtenants.

Section 12 Trade Fixtures and Equipment.
17 In the event of any taking of any portion of the Premises, Tenant shall be entitled to receive all compensation and damages arising from such taking and payable for or on account of Tenant’s trade fixtures and equipment at any time located on the portion of the Premises so taken. except for those trade fixtures that pursuant to this Lease are to remain with the Premises on expiration or termination of the Term.

Section 13 Landlord’s Reservation of Power of Eminent Domain Tenant acknowledges Landlord’s reserved power on payment of just compensation to exercise its power of eminent domain as to the leasehold estate created hereunder; provided, however, that the foregoing acknowledgment shall not be deemed or construed to prejudice or waive any rights of Tenant to challenge or object to any attempt by Landlord so to exercise such power.

ARTICLE XIII.

Transfer of Tenant’s Interest (Assignment And Subletting).

Section 1. Assignment and Subletting.

Tenant shall be able to assign and or sublet its rights under this Lease only after obtaining approval of Landlord which shall not be unreasonably withheld.

ARTICLE XIV.

Section 1.Bankruptcy or Insolvency.

If during the term of this Lease a petition to have Tenant adjudicated a bankrupt or a petition for reorganization or arrangement under any of the laws of the United States relating to bankruptcy be filed by Tenant or be filed against Tenant and not be dismissed within sixty (60) days from the date of such filing or if Tenant makes an assignment for benefit of creditors the occurrence of such contingency shall be deemed to constitute and shall be construed as a repudiation of the obligations of Tenant and a breach of this Lease. It is an express covenant and agreement of Tenant and Landlord that Landlord may, at its election, terminate this Lease or any leasehold estate arising hereunder in the event of the occurrence of any of the aforesaid events by giving not less than thirty (30) days’ written notice to Tenant; and when so terminated, Landlord may re-enter the Premises and this Lease shall not be treated as an asset of Tenant's estate.

Section 2 Right of Termination.
18 Should any of the following events occur, Landlord may terminate this Lease and any interest of Tenant herein, effective with the commencement of the event:
(a) Proceedings are instituted whereby all, or substantially all, of Tenant's assets are placed in the hands of a receiver, trustee, or assignee for the benefit of Tenant-s creditors, and such proceedings continue for at least 60 days;
(b) Any creditor of Tenant institutes judicial or administrative process to execute on, attach, or otherwise seize any of Tenant’s Improvements, merchandise, or Personal Property located on the Premises and Tenant fails to discharge, set aside, exonerate by posting a bond, or otherwise obtain a release of such property within 60 days; or (c) Tenant becomes a debtor in any case filed by Tenant under the Bankruptcy Code or similar law providing relief to bankrupt or insolvent debtors.

Section 3 .Request for Information.

Within ten (10) days after Landlord’s request therefor, Tenant shall provide Landlord and Landlord's mortgagee or proposed mortgagee, as Landlord shall specify, such financial, legal, and business information concerning any of the events described in this Article XIV as Landlord shall request.

ARTCLE XV.

Section 1. Events of Default
The occurrence of any of the following shall constitute an ''Event of Default'’ by Tenant:
(a) Any failure by Tenant to pay the Rent (the term ''Rent’' shall include the Monthly Rent, Additional Rent or any other rent or monetary obligations of Tenant that may be due under this Lease), when such failure continues for 5 days after written notice thereof by Landlord to Tenant;
(b) A failure by Tenant to observe and perform any provision of this Lease to be observed or performed by Tenant (other than those specified in Article XV, Sections 1.(a), (c) or (d), when such failure continues for 30 days after written notice thereof by Landlord to Tenant; provided, however, that if the nature of such default is such that the same cannot reasonably be cured within such 30 day period, Tenant shall not be deemed to have committed an Event of Default if Tenant shall within such 30 day period commence such cure and thereafter diligently prosecute the same to completion;
(C)Entering into a Transfer contrary to the provisions of Article XIII; or 19 (d) The failure or refusal of Tenant to execute, acknowledge, and deliver to Landlord any estoppel certificate referred to in Article XIX within the time period required by Article XIX.

Notwithstanding anything to the contrary contained in this Lease regarding notice and cure periods, in the event of a failure by Tenant to pay the Rent or any other payment required to be made hereunder on the due date, such sum shall bear interest from and after such due date at the Interest Rate from the due date until paid if the delinquent Rent is not paid by Tenant within the 5 day cure period pursuant to Article XV, Section 1(a) Any notice and cure periods provided for herein shall be in lieu of, and not in addition to, any applicable time periods prescribed by applicable state or local law as a condition precedent to the commencement of legal action against Tenant for possession of the Premises.

Section 2. Rjghts of Landlord
Following an Event of Default by Tenant, Landlord will have the cumulative, rights set forth below in this Article XV provided, notwithstanding the foregoing, in the case of a material default, and only in the event of a material default by Tenant, Landlord shall have the option in accordance with this Lease, to terminate this Lease and all rights of Tenant hereunder by giving ten (10) days written notice to Tenant of such intention to terminate. In the event pursuant to such material default that Landlord shall elect to so terminate this Lease, then Landlord may recover from Tenant:
(a) The worth at the time of award of any unpaid Rent, that had been earned at the time of such termination; plus
(b) The worth at the time of award of the amount by which the unpaid Rent, which would have been earned after termination until the time of award. exceeds the amount of such Rent loss Tenant proves could have been reasonably avoided; plus (c) The worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such Rent loss that Tenant proves could be reasonably avoided; plus
(d) Subject to the limitations set forth in the Lease, any other amount reasonably necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of events would be likely to result therefrom, including, without limitation, all actual, reasonable costs and expenses incurred by Landlord in (i) retaking possession of the Premises, including reasonable attorney fees; (ii) reasonable cost of maintaining or preserving the Premises; (iii) reasonable cost of preparing the Premises for a new tenant, including repairs but not reconfiguration or major alterations to the Premises; and (iv) reasonable leasing commissions; 20 (e) Subject to the limitations set forth in the Lease, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time as applicable state law
As used in subsections a. and b. above, the "worth at the time of award" is computed by allowing interest at the rate of the greater of ten percent (10%) per annum or the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus 5 percent, however, that in no event shall the interest rate exceed the maximum lawful rate of interest in the state of California in which the Premises are located. As used in subsection c. above. the "worth at the time of award" is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 2 percent. All rents and other payments Landlord shall receive from subtenants, and other occupants of the Premises, shall be credited against Tenant's Rent obligations under this Lease.

Section 3.Landlord’s Right of Reentry.

Following an Event of Default by Tenant, Landlord shall also have the right, with or without terminating this Lease, to reenter the Premises pursuant to legal proceedings and eject all parties in possession therefrom following issuance of an order of a court of competent jurisdiction allowing such entry and ejection. Without terminating this Lease and with or without reentering the Premises, Landlord may, at any time and from time to time following an Event of Default, either recover all Rent as it becomes due or relet all or any part of the Premises, for the account of Tenant, or otherwise, receive and collect the rents and other income therefrom, applying the same first to the payment of such expenses as Landlord may have paid, assumed, or incurred in recovering possession of the Premises, including reasonable costs, expenses, and attorney fees, and for placing the same in good order and condition, or for preparing or altering the same for reletting, and all other expenses, commissions, and charges paid, assumed, or incurred by Landlord in or in connection with re-letting the Premises, and then applying to the fulfillment of the covenants of Tenant to be performed under this Lease. In addition to the foregoing, Landlord shall have the remedies provided under California Civil Code Section 1951.4, as the same may be modified or replaced hereafter. Landlord may continue this Lease in effect after Tenant’s breach and abandonment and recover Rent as it becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitation.

Section 4. No Automatic Termination
No reentry or taking possession of the Leased Premises by Landlord pursuant to Article XV, Section 3. shall be construed as an election to terminate this Lease or Tenant's liability for the payment of Rent or other charges due or accruing hereunder, or as an acceptance of Tenant’s surrender of the Premises, unless a written notice of such intention is given to Tenant or unless the termination is decreed by a court of competent jurisdiction. Notwithstanding any re-letting without termination by Landlord because of any material default by Tenant, Landlord may at any time after such re-letting elect to terminate this Lease for any such material default.

Section 5. No Waiver
21 The waiver by Landlord or Tenant of any breach of any term, covenant, or condition contained in this Lease shall not be deemed a waiver of such term, covenant, or condition of any subsequent breach thereof, or of any other term, covenant, or condition contained in this Lease.

Landlord's subsequent acceptance of partial Rent or performance by Tenant shall not be deemed to be an accord and satisfaction or a waiver of any preceding breach by Tenant of any term, covenant, or condition of this Lease or of any right of Landlord to a forfeiture of this Lease by reason of such breach, regardless of Landlord’s knowledge of such preceding breach at the time of Landlord’s acceptances. Tenant’s subsequent acceptance of partial payment or performance by Landlord shall not be deemed to be an accord and satisfaction or a waiver of any preceding breach by Landlord of any term, covenant, or condition of this Lease or of any right of Tenant to a forfeiture of this Lease by reason of such breach, regardless of Tenant’s knowledge of such preceding breach at the time of Tenant’s acceptance. No term, covenant, or condition of this Lease shall be deemed to have been waived by Landlord or Tenant unless such waiver is in writing and signed by Landlord or Tenant, as applicable.

Section 6. Rjght to Cure
If Tenant fails, refuses, or neglects to perform any obligation under this Lease in the time and manner required herein, subsequent to the giving of any required notice and expiration of any applicable cure period set forth in Section 1, Landlord shall have the right, but not the obligation, to do the same at the expense of Tenant. The amount of money so reasonably expensed or obligation so incurred by Landlord, incurred and paid to unrelated third parties together with interest thereon at the Interest Rate, shall be repaid to Landlord as Additional Rent within thirty (30) days of Tenant’s receipt of written notice thereof together with reasonable evidence evidencing such. Landlord's performance of such obligations shall not waive any default by Tenant under this Lease, unless Tenant has reimbursed Landlord as required in this Section 6.

Section 7. Late Charges: Interest
(a) Late Charges. Tenant acknowledges that the late payment by Tenant to Landlord of Rent will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and personnel costs. Accordingly, if any installment of Rent due from Tenant shall not be received by Landlord within 5 days following the date such installment of Rent is due, Tenant shall pay to Landlord a late charge equal to 5 percent of such overdue amount. Landlord and Tenant agree that such late charge represents a fair and reasonable estimate of the cost Landlord shall incur by reason of late payment by Tenant. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant's default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder.
(b) Default Interest. In addition to the late charges provided in Article XV, Section 7.a., any Rent due and not paid on the date such Rent is due as provided in this Lease shall al

bear interest from the date such Rent was due at the rate of the greater of ten percent (10%) per annum or the discount rate of the Federal Reserve Bank of San Francisco at the time such Rent was due plus 5 percent, however, that in no event shall the interest rate exceed the maximum lawful rate of interest in the state of California in which the Premises are located (referred to herein as -Interest Rate--).

Section 8. Rights to Cure Default of Landlord.

Landlord shall be in default of this Lease if it fails or refuses to perform any provision of this Lease that it is obligated to perform or in the event of the failure of any representation or warranty when deemed given hereunder, if the failure to perform or of the representation and warranty is not cured within thirty (30) days after written notice of the default has been given by Tenant to Landlord. If the default cannot reasonably be cured within thirty (30) days, Landlord shall not be in default of this Lease if Landlord commences to cure the default within the 30-day period and diligently and in good faith continues to cure the default to completion.

Section 9. Landlord’s Entry on Premises.

Landlord and its authorized representatives shall upon not less than forty-eight (48) hours prior written notice, have the right to enter the public portions of Premises at all reasonable times for any of the following purposes:
(a) To serve, post, or keep posted any notices required or allowed under the provisions of this Lease (provided Landlord acknowledges that all notices to Tenant must be provided pursuant to Article XX, Section 1 of this Lease, and not to the Premises; (b) To post "for sale" signs at any time during the term not to exceed 2'x2' and located only in landscape areas of the Premises, to post "for rent" or "for lease" signs not to exceed 2’x2’ and located only in landscape areas of the Premises during the last twelve (12) months of the term; (c) To show the Premises to prospective brokers, agents, buyers, tenants (only during the last twelve ( 12) months of the Term), or persons interested in a property exchange, at any time during the term;
(d) To perform any obligation of Tenant after Tenant's Event of Default subsequent to the giving of any required notice and expiration of any applicable cure period; (e) if Tenant defaults under this Lease after the giving of any notice and expiration of any required cure period.

Landlord and its authorized representatives shall be permitted to enter on the public portions of the Premises, as may reasonably be necessary, in order for Landlord or its designees to make improvements or do other work, or to make improvements, repairs, or maintenance to adjacent property owned by Landlord. Landlord’s entry shall not unreasonably interfere with the business and operations at the Premises.
23 Landlord shall not be liable to Tenant or any third party in any manner for any inconvenience, disturbance, loss of business, nuisance, or other damage arising out of Landlord's entry on the Premises as provided in this paragraph subject to compliance by Landlord with the terms of this Section, except damage resulting from the negligence or willful acts or omissions of Landlord or its authorized representatives in this Article.

Tenant shall not be entitled to an abatement or reduction of rent if Landlord exercises any rights reserved in this paragraph conditioned upon compliance by Landlord with the terms of this Section.

Landlord shall conduct its activities on the Premises as allowed in this paragraph in a manner that will cause the least possible inconvenience, annoyance. or disturbance to Tenant.

ARTICLE XVI.

Section 1. Attorney Fees.

Should either party hereto institute any action or proceeding in court to enforce any provision hereof or for damages by reason of an alleged breach of any provision of this Lease, the prevailing party shall be entitled to receive from the losing party such amount as the court may adjudge to be reasonable attorney's fees for the services rendered the prevailing party in such action or proceeding and court costs and other necessary litigation expenses including the costs of expert WItnesses.

ARTICLE XVII.

Section 1. Holding Over Beyond Term
Except as otherwise provided in this Lease, the Tenant, upon the expiration of the term of this Lease, or upon the sooner termination thereof, as provided hereunder, will promptly and peaceably quit and surrender said Premises. If the Tenant shall hold over after the term of this Lease, of the Landlord, such holding over shall be construed to be a tenancy from month to month only, with Monthly Rent paid in the last month of the Lease Term, whichever is applicable, to be increased by fifty percent (50%), i.e., the Monthly Rent paid in the last month of the Lease Term or Option Term, whichever is applicable, multiplied by 1 .5.

ARTICLE XVIII.

Section 1. Amendment
This Lease shall not be subject to modification or amendment, except by an instrument in writing formally executed by the parties hereto identifying this instrument and specifying the particulars of that amendment or modification.

ARTICLE XIX.

Section 1. Subordination and Attornment
24 This Lease is and shall be subject and subordinate to the lien and provisions of any mortgages or deeds of trust hereafter placed against the Premises or against Landlord’s interest or estate in the Premises, and Tenant shall execute and deliver, within 10 days of request from Landlord, such instruments evidencing the subordination of this Lease to any mortgage or deed of trust. As a condition to such subordination, such instrument shall provide that (a) as long as Tenant is not in default of this Lease, Tenant’s possession of the Premises shall not be affected by any foreclosure proceedings; and (b) if such lender (including any purchaser at foreclosure sale or purchaser from such Lender after foreclosure) shall perform Landlord’s obligations under this Lease during the time period, then such lender (including any purchaser at foreclosure sale or purchaser from such Lender after foreclosure) has succeeded to Landlord’s interest in this Lease.

In the event of foreclosure or the exercise of the power of sale under any mortgage or deed of trust against the Premises, Tenant shall, on request of any person or party succeeding to the interest of Landlord as a result of such proceedings, attorn to such successor in interest and recognize such successor in interest as Landlord under this Lease.

Section 2. Estoppel Certificate.

If any mortgagee, beneficiary, or trustee elects to have this Lease prior to the lien of such mortgagee’s, beneficiary’s, or trustee’s mortgage or deed of trust, and gives notice of such election to Tenant, this Lease shall be deemed prior to the lien of such mortgage or deed of trust, whether this Lease is dated prior or subsequent to the date of such mortgage or deed of trust, or the date of the recording thereof.

Each party (Responding Party) agrees at any time and from time to time, and within 20 days after written request from the other party (Requesting Party), to execute, acknowledge, and deliver to the Requesting Party an estoppel certificate substantially in such form as the Requesting Party may reasonably request, (a) certifying that this Lease represents the entire agreement between Landlord and Tenant, and is unmodified and in full force and effect (or. if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect), and the dates to which the Rent and other charges are paid in advance, if any; (b) certifying the commencement and expiration dates of the Term; (c) certifying that there has been no assignment or other transfer by either party to this Lease, or any interest therein, or certifying that there has in fact been an assignment, as the case may be; (d) acknowledging that there are not, to the Responding Party’s knowledge, any uncured defaults on the part of either party to this Lease and that neither party has a right of offset, counterclaim, or deduction against Rent, or specifying such defaults if any are claimed together with the amount of any alleged offset, counterclaim, or deduction; and (e) certifying or acknowledging such other matters as the Requesting Party may reasonably request. A Responding Party’s failure to deliver such statement within such time shall be conclusive and binding on the Responding Party that this Lease is in full force and effect, without modification except as may be represented by the Requesting Party, that there are no uncured defaults under this Lease, that neither party has a right of offset, counterclaim, or deduction against Rent, and that no more than one month’s Rent has been paid in advance, it being understood, however, that such presumed certification shall not relieve a Responding Party from its obligations under this paragraph. It is intended that any such statement delivered pursuant to 25 this Section may be relied on by any prospective purchaser or mortgagee of the Requesting Party.

If any such certification by a Responding Party shall allege nonperformance by a party, the nature and extent of such nonperformance shall, insofar as actually known by the Responding Party, be summarized therein.

If Landlord is required to execute such an estoppel certificate, Tenant shall pay Landlord $1,000.00 if it’s in the form of Exhibit “C.” if changes are made to such form and Landlord reviews them with its attorney, Tenant shall pay all reasonable costs and attorney fees request to be signed by Landlord. If a Responding Party is required to execute such an estoppel certificate, the Requesting Party shall pay the non-requesting party $1,000.00 if it is in the form of Exhibit "C." if changes are made to such form and the Responding Party reviews them with its attorney, the Requesting Party shall pay all reasonable costs for the request to be signed by the Responding Party
Section 3. Sale of the Premises
The term "Landlord" shall mean only the owner at the time in question of the fee title of the Premises. The obligations contained in this Lease to be performed by Landlord shall be binding on Landlord and Landlord's successors and assigns only during their respective periods of ownership, subject to the compliance with the immediately following sentence. In the event of a sale of the Premises, or assignment of this Lease by Landlord conditioned upon assumption of the obligation of Landlord under this Lease by any such successors and assigns, provided Landlord will continue to be liable for all duties, obligations and liabilities arising prior to such transfer.

Conditioned upon compliance with the immediately foregoing sentence, Landlord shall be released from any liability thereafter under this Lease except for obligations and liabilities of a party that arise before the effective date of the sale or of the Premises or the assignment of Landlord’s interest.

Tenant shall, on request of any person or party succeeding to the interest of Landlord, attorn to such successor in interest and recognize such successor in interest as Landlord under this Lease, provided that such successor assumes Landlord's obligations under this Lease.

Section 4. Notice to Lender
If Landlord defaults under this Lease, (a) Tenant shall give notice of such default (specifying the exact nature of such default and how such default may be cured) to any lender of the Premises who has notified Tenant before such time of default of such lender’s interest in the Premises and mailing address; and (b) such lender shall have the right to cure, or to cause to be cured, such default within 30 days after such lender’s receipt of notice; provided that if the nature of the default is such that it cannot reasonably be cured within the 30 day period, Landlord shall not be deemed to be in default if the lender shall within the 30 day period commence curing the default and thereafter diligently prosecute the same to completion.

ARTICLE XX.

Notice
26 Section 1. Addresses for Notice.

Any notice to be given or other document to be delivered by either party to the other hereunder may be delivered in person to either party, or may be deposited in the United States mail, by registered or certified mail, with postage prepaid, hand delivery or by national recognized overnight courier service, and addressed to the party for whom intended as follows, or at such other place as may from time to time be designated by the receiving party pursuant to a written notice
To Landlord:Downey Land Ltd, a California Limited Partnership 9530 Imperial Highway, Suite S
Downey, California 90242-304 1
To Tenant:City of Downey
City Manager’s Office
1 1 1 11 Brookshire Avenue
Downey, CA 9024 1
Ann: Austin Ramirez
Notices, demands, consents or requests served in the manner herein above described shall be deemed sufficiently served or given three days after deposited into the United States mail, or if by overnight courier the day after deposit with the courier service for overnight delivery, or if hand delivered at the time of delivery.

ARTICLE XXI.

Insurance
Section 1.Tenant Insurance Requirements.

Tenant shall, at Tenant’s expense, obtain and provide insurance on or before the Execution Date of this Lease and on or before any due date and deducted on the Premises by or for Tenant for the commencement of construction or otherwise which shall include the insurance policy coverages described in this Article, and shall maintain such insurance in full force and effect at all times during the Term of this Lease with coverages as set forth in this Article.

Section 2. Casualty Insurance.

Commercial property insurance providing coverage on a replacement cost basis for Tenant's Property, excepting Tenant's personal property, furnishings. machinery, trade fixtures, equipment, and signage. During the Term, Tenant may use the proceeds from any such policy or policies of insurance for the repair or replacement of the insured property unless Tenant elects to terminate this Lease pursuant to its rights herein. Landlord shall have no interest in any insurance proceeds Tenant receives for Tenant's Property and Landlord shall sign all documents which are necessary or appropriate in connection with the settlement of any claim or loss by Tenant. Such insurance maintained by Tenant may exclude such perils as are not typically covered under a commercial 27 property policy, including, but not limited to, earthquake, flood, landslide, and terrorism. Landlord will be named as an additional loss payee.

Section 3. Liability Insurance
Commercial general liability insurance, including, without limitation, products liability coverage, liquor liability coverage (if applicable), broad form contractual liability endorsement in the amount of at least $ 1 million for bodily injury (including death) and personal injury to any one person, injury, and/or death to any number of persons in any one incident, and for property damage in any one occurrence and not less than $5 million in total. Such policy or policies shall be written on a per occurrence basis, and shall include, by blanket endorsement, Landlord as an additional insured. In no event shall this additional insured status extend to the independent liability or negligence of the additional insured or where Tenant does not have an obligation pursuant to the Indemnification section of this lease. Landlord’s policies shall be in excess of any coverage which Tenant shall carry covering its operations. Landlord’s policies shall only be primary as respects lts operatIons.

If the Lessee maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Lessee. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Landlord.

Section 4. Primary CoveraRe.

For any claims related to this contract, the Lessee’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, volunteers shall be excess of the Lessee’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.

Section 5
paragraph.

Tenant shall pay the premium for maintaining the insurance required by this Section 6.Workers’ Compensation Insurance.

Workers' Compensation Insurance, or qualified self-insurance, includes Workers’ Compensation Insurance in compliance with California law.

Section 7. Policy Form.

All insurance required in Article XXI shall be written by one or more insurance companies that are licensed to do business in the State of California. Insurance companies must be rated at least A-"VII" as rated in the most current available "Best’s Insurance Reports," or equivalent rating.

All such insurance may be carried under a blanket policy covering the Premises and other locations, provided further that the requirements of this Article XXI are otherwise satisfied. All such insurance shall provide that the insuring party shall be solely responsible for payment of 28 premiums. The minimum limits of the commercial general liability insurance policy required hereunder shall in no way limit or diminish Tenant’s or Landlord's liability under this Lease. Upon the other party's written request, Landlord or Tenant will provide to the requesting party, a copy of the certificate(s) evidencing the insurance coverage required to be carried in this Lease by the insuring party; provided, Tenant will be entitled to provide Landlord access to an Internet website that certifies Tenant's current insurance coverage in a Memorandum of Insurance.

Section 8. Waiver ofSubrogation.

Neither Landlord nor Tenant shall be liable to the other or to any insurance company (by way of subrogation or otherwise) or to their respective authorized representatives for any loss or damage and/or injury to any part of the Premises, or the Improvements on the Premises that are caused by or result from risks insured against under any insurance policies carried by the parties and in force at the time of any such damage or which would have been covered by insurance required to be maintained pursuant to this lease. This waver of subrogation applies to covered losses above or below the property deductible. Landlord and Tenant shall require their respective insurance companies to include a waiver of subrogation provision in their respective property policies in accordance with this section.

ARTICLE XXII.

Section 1. Surrender of Premises
Upon the expiration of the term of this Lease or any earlier termination thereof, Tenant shall surrender to Landlord possession of the Premises and all then existing Tenant Improvements constructed and installed thereon, in its then existing condition with all of said Tenant Improvements on the Premises in good condition reasonable wear and tear excepted, provided, such Tenant Improvements, will be delivered by Tenant upon the expiration or termination of this Lease in a safe and workable condition in compliance with then applicable codes or governmental requirements. Nothing contained herein is intended to create any ownership interest in Landlord in said improvements until the early termination or expiration of this Lease. Tenant shall remove any of its Tenant's Personal Property including any furnishings, machinery, trade fixtures, equipment, signage, and any alternative energy systems which Tenant installs on the Leased Premises and in no event will Landlord obtain any ownership interest in any trade dress, trademark(s), proprietary or intellectual property of Tenant prior to termination or expiration of this Lease. When Tenant removes any of Tenant's Personal Property including the furniture and furnishings, machinery, trade fixtures, equipment, signage, and any alternative energy systems which Tenant installs on the Premises, Tenant shall return the Premises to a safe condition and shall repair any damage caused to the Premises by removal of any of Tenant’s Personal Property including the capping off any applicable utilities. Tenant shall remove any of Tenant’s Improvements from the Premises, in the sole option of Landlord at Landlord’s request if made within a period of three (3) months after the termination or expiration of this Lease. 29 Within thirty (30) days after written request by Landlord following the expiration or termination of the Term of this Lease, Tenant shall immediately deliver to Landlord a quitclaim deed in form reasonably acceptable to Tenant conveying to Landlord ownership of the Tenant Improvements remaining on the Premises to be reflected of record, in recordable form.

ARTICLE XXIII.

Section 1. Tenant’s Restricted Rights to Signs. Advertising, Exterior Projections.

Tenant agrees that it will not paint, construct or place, or permit to be constructed or placed, signs, awnings, marques, or other structures on or about the Premises without Landlord's prior written consent thereto which shall not be unreasonably withheld, conditioned or delayed. Subject to Landlord's consent, not to be unreasonably withheld, conditioned, and delayed, as expressly set forth in the Lease, Tenant shall have the exclusive right to install and place signs, awnings and other advertising materials in, on and about the Premises including all directional signs, menu boards, and other signage to the maximum extent permitted by law. Notwithstanding anything to the contrary, Landlord hereby consents to, and Tenant shall be permitted to install, Tenant's then- current trademarked name(s), colors, letters, font and logo in any of Tenant's signage. Tenant’s signage will be contained within its corner parcel and Tenant will not have any rights to the adjacent Shopping Center shared signage.

Section 2. Compliance With Laws.

Any sign that Tenant has the right to place, construct, and maintain shall comply with all laws, and Tenant shall obtain any approval required by such laws. Landlord makes no representation with respect to Tenant's ability to obtain such approval.

Section 3. Maintenance of Signs.

Tenant shall be responsible for the maintenance and repair of all its signs.

ARTICLE XXIV.

Section 1. General Provisions
(a) Headings. The marginal headings or titles to the paragraphs, sections, and subsections and articles of this Lease are for convenience only, and shall not be considered or referred to in resolving questions of interpretation or construction. (b) Term of this Lease. The expression "term of this lease" wherever used shall include any extended term, modified term of this Lease as may be effected under any provision hereof, as well as the term of this Lease as originally established hereunder. (C)Operations. Tenant may operate its business in such manner and at such 30 hours as Tenant considers proper in Tenant’s sole business judgment. Tenant shall have no obligation to open for business or continuously operate a business on the Premises. (d) Covenants and Agreements. It is understood and agreed that all of the provisions of this Lease are to be construed as covenants and agreements, as though the words importing such covenants and agreements were used in each separate provision thereof. Each and all of the covenants. conditions and restrictions hereof shall be deemed as running with the land and shall inure to the benefit of and shall be binding upon the successors in interest of Landlord, and subject to the terms of this Lease, shall be binding upon the authorized assignees, transferees, subtenants, and other successors in interest of Tenant.
(e)
Lease.

Time. Time is of the essence on this Lease. Subject to the terms of this (D Gender. In this Lease the neuter gender included the feminine and masculine, and the singular number includes the plural wherever the context so requires. (g) Commissions. Tenant has not been represented by a real estate broker with respect to this Lease and Landlord represents that it has not retained the services of any real estate broker, finder, or other person, with respect to this Lease. Tenant shall hold Landlord harmless from all damages resulting from any claims that may be asserted against Landlord by any broker, finder, or other person, with whom the other party has or purportedly has dealt. (h) Tenant Landlord Relationship. Notwithstanding any agreements herein contained, Landlord shall not be construed or held to be a partner or associate of Tenant in the conduct of its business, it being expressly understood and agreed that the relationship between the parties hereto is and at all times shall remain that of landlord and tenant. (i) Authority. Each of Landlord and Tenant hereby represents and warrants that this Lease has been duly authorized. executed and delivered by and on its behalf and constitutes such party’s valid and binding agreement in accordance with the terms hereof. a) Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. (k) Interpretation. This Lease shall be interpreted in accordance with the fair and plain meaning of its words and both parties certify they either have been or have had the opportunity to be represented by their own counsel and that they are familiar with the provisions of this Lease, which provisions have been fully negotiated, and agree that the provisions hereof are not to be construed either for or against either party as the drafting party. (1) Incorporation of Prior Agreements; Amendments. This Lease contains all agreements of the parties as of the date hereof with respect to any matter mentioned herein. No prior agreement, correspondence or understanding pertaining to any such matter shall be effective 31 to interpret or modify the terms hereof. Oral commitments or promises are not enforceable and shall not be binding or made part of this Lease. Any revisions or modifications to this Lease must be in writing and mutually accepted by persons with full and complete authority to bind the party, as designated by this Lease. Landlord waives the right to claim or assert the existence of any other modifications to this Lease. This Lease may be modified only in writing, signed by the parties in interest, at the time of the modification. Landlord specifically acknowledges that Tenant's employees at the business located on the Leased Premises do not have authority to modify this Lease or to waive Tenant's rights hereunder.
(m) Waivers. No waiver by Landlord or Tenant of any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach by Tenant or Landlord of the same or any other provision. A party’s consent to or approval of any act shall not be deemed to render unnecessary obtaining such party’s consent to or approval of any subsequent act. No waiver shall be effective unless it is in writing, executed on behalf of Landlord or Tenant by the person to whom notices are to be addressed.
(n) Cumulative Remedies. Except where otherwise expressly provided in this Lease, no remedy or election hereunder shall be deemed exclusive, but shall, wherever possible, be cumulative with all other remedies contained herein. (o) Binding Effect; Choice of Law. This Lease shall be binding upon and benefit the parties, their respective heirs, personal representatives, successors and assigns. This Lease shall be governed by the laws of the state where the Leased Premises are located. (p) Consents. Whenever the right of approval or consent is given to a party pursuant to this Lease, that party shall not unreasonably withhold, condition or delay its consent unless this Lease expressly provides otherwise.
(q) Business Day. "Business Day" or "business day" shall mean a day other than a Saturday, Sunday or legal holiday. If the date upon which the deadline or time period provided for in this Lease is or ends on a Saturday, Sunday or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Standard Time of the next business day.

ARTICLE XXV.

Section 1. Short Form Lease
Upon the request of either party, from and after the Commencement Date of the Lease, the other party shall join in the execution of a memorandum or "short form" of this Lease for the purpose of recordation. The memorandum or short form shall describe the parties, the leased premises, the term of this Lease, and the option to extend the term, and shall incorporate this Lease by reference. The memorandum or short form of this Lease shall be materially the same as the short form lease attached hereto as Exhibit t'D."
39 ARTICLE XXVI.

Section 1. Leasehold Mortgage:

If Tenant mortgages its leasehold estate and the mortgagee or holders of the indebtedness secured by the leasehold mortgage or trust deed shall notify Landlord, in the manner provided herein for the giving of notice, of the execution of such mortgage or trust deed and name the place for service of notice upon such mortgagee or holder of indebtedness, then, in such event, Landlord agrees for the benefit of such mortgagees or holders of indebtedness from time to time:
(a) That Landlord will give to any such mortgagee or holder of indebtedness simultaneously with service on Tenant, a duplicate of any and all notices or demands given by Landlord to Tenant. Such notices shall be given in the manner and be subject to the terms of the notice provisions of this Lease.
(b) That such mortgagee or holder of indebtedness shall have the privilege of performing any of Tenant’s covenants under this Lease, of curing any default of Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms of this Lease. (c) That Landlord shall not terminate this Lease or Tenant’s right of possession for any default of Tenant if, within a period of five (5) days after the expiration of the period of time within which Tenant might cure such default under the provisions of this Lease, such mortgagee or holder of indebtedness commences to eliminate the cause of such default and proceeds diligently and with reasonable dispatch as provided.
(d) That, except for the rights to terminate contained in this Lease, no rights, privilege or option to cancel or terminate this Lease, available to Tenant, shall be deemed to have been exercised effectively unless joined in by any such mortgagee or holder of the indebtedness. (e) Covenants and agreements shall attach to or be imposed upon any mortgagee, trustee under any trust deed or holder of any indebtedness secured by any mortgage or trust deed upon the leasehold estate, unless such mortgagee, trustee or holder of indebtedness forecloses its interest and becomes the Tenant under this Lease.

Executed in duplicate this day of .. 2024

SIGNATURES
DOWNEY LAND LIMITED, a California
Limited partnership

CITY OF DOWNEY
a California municipal corporation and
charter city
By:By:
33 WILLIAM C. GREENBECK ROGER BRADLEY

General Partner City Manager
Attest:

M. ALICIA DUARTE, CMC,
City Clerk
Approved as to form:
hM
M. FnN
ty Attorney
LIST OF EXHIBITS:

Exhibit A – Description of Premises
Exhibit B – Notice of Delivery and Acceptance
Exhibit C – Estoppel Certificate
Exhibit D- Short Form Lease
34 EXHIBIT A

DESCRIPTION OF PREMISES
Goelgle \laps
Exhibit A
B 140 BeIIno\ver Blvd.,
Downey. CA As outlined in
\vhite
35 EXHIBIT B

NOTICE OF DELIVERY AND ACCEPTANCE
Pursuant to the lease between DOWNEY LAND LIMITED, a California limited partnership, as Landlord and CITY of DOWNEY, a California nonprofit corporation, as Tenant the parties hereto agree, that on , Landlord delivered to Tenant and Tenant accepted possession of the Premises commonly referred to as 12410 Bellflower Blvd., Downey, California in its current “AS IS" condition after a thorough investigation with all faults.

Executed in duplicate this day of .. 2024

SIGNATURES
DOWNEY LAND LIMITED, a California
Limited partnership

CITY OF DOWNEY
a California municipal corporation and
charter city
By:

WILLIAM C. GREENBECK
General Partner

ROGER BRADLEY
City Manager
Attest:

By:

M. ALICIA DUARTE, CMC,
City Clerk
Approved as to form:
mr FUNK
City Attorney
36 EXHIBIT C

ESTOPPEL CERTIFICATE
To :[Name and address of lender, or mortgagee1
The undersigned certifies as follows:

1.The undersigned DOWNEY LAND LIMITED, a California limited partnership (Landlord) and CITY of DOWNEY, a California municipal corporation and charter city (Tenant) entered into a written lease dated [date] , in which Landlord leased to Tenant and Tenant leased from Landlord premises located at 12410 Bellflower Blvd., City of Downey, county of Los Angeles, state of California (Premises). The Premises are parcels of real property described Exhibit "A’' of the Lease (Real Property). The Lease has been amended, modified, and supplemented as follows: [List all amendments, modifications, and supplements, including the date of each1 . The lease, as amended, modified, and supplemented, is referred to in this Certificate as the "Lease."
2 The term of the Lease began on , 2024 (the "Commencement Date"), and the expiration date of the Lease is [date] , subject to any options to extend identified in section 4 of this Certificate. Tenant has paid Monthly Rent through [date] . The next payment of Monthly Rent in the amount of [dollar amount] is due on [date] . Tenant is required to pay all the real property taxes and insurance in the amount provided for in Article of the Lease. There are no other amounts payable under the Ground Lease except as follows:

3. Except as expressly provided in the Lease, Tenant has no right or option to renew or extend the term of the Lease, and no preferential right to purchase all or any part of the Premises.

4.There are no oral or written amendments, modifications, or supplements to the Lease except as stated in section 1 of this Certificate. A true, correct, and complete copy of the Lease, including all amendments, modifications, and supplements, is attached to this Certificate. The Lease, as amended, modified and supplemented, is in full force and effect and represents the entire agreement between Landlord and Tenant pertaining to the Premises.

Tenant is not in default in the performance of any of the terms and provisions of the Lease. To the best knowledge of Landlord, no event or condition has occurred that, with the giving of notice or passage of time, or both, would constitute such a default by Landlord or Tenant. To the best knowledge of Landlord, Tenant has not assigned, transferred, or hypothecated the Lease or any interest in the Lease or subleased all or part of the Premises except as provided herein in Section 1 of this Certificate.

5. There are no setoffs or credits against Rent payable under the Lease. No free periods or rent abatements, rebates, or concessions have been granted to Tenant. 37 6. There are no pending actions, voluntary or involuntary, under any bankruptcy or insolvency laws of the United States or any state against Tenant or any guarantor of Tenant's obligations under the Lease.

7. The execution of this Certificate by Landlord does not amend the Lease or waive any of Landlord's rights under the Lease against Tenant.

This Certificate is given to with the understanding that [he/she/it] or Fhis/her/its1 assignee shall rely on it in connection with Landlord:

DOWNEY LAND LIMITED, a California limited partnership
By:
38 EXHIBIT D

SHORT FORM LEASE
RECORDING REQUESTED BY:

DOWNEY LAND LIMITED
AFTER RECORD[NG RETURN TO:

DOWNEY LAND LIMITED
9530 Imperial Highway
Suite S
Downey, California 90242-304 1
The lease dated , 2024, between DOWNEY LAND LIMITED, a California limited partnership, Landlord, and the City of Downey a California municipal corporation and charter city, Tenant, concerning the Premises described in Exhibit A attached and incorporated.

For good and adequate consideration, Landlord leases the Premises to Tenant, and Tenant leases the Premises from Landlord, for the term and on the provisions contained in the lease, which is incorporated in this Short Form Lease by this reference.

The terms is two (2) years beginning on the Commencement Date which is ' and ending
This Short Form Lease is not a complete summary of the lease. Provisions in the Short Form Lease shall not be used in interpreting the lease provisions. In the event of conflict between the Short Form Lease and other parts of the lease, the other parts shall control. Execution hereof constitutes execution of the lease itself.

Signatures
Executed in duplicate this . 2024

LANDLORD TENANT
DOWNEY LAND LIMITED, a California
Limited partnership
CITY OF DOWNEY. a California
municipal corporation and charter city
By:

WILLIAM C. GREENBECK, General Partner
Attest:

City Manager
By:

M. ALICIA DUARTE. CMC,
39 City Clerk
Approved as to form:
h.hk HZ
City Attorney
40

Downey City CouncilSeptember 10, 2024

Downey City Council
September 10, 2024